Invesco (IVZ) 10-K risk factor changes: FY2023 vs FY2022

- In the event of extreme circumstances, including [added: an] economic, political or business [removed: crises,] [added: crisis,] such as a widespread systemic failures or disruptions in the global or regional financial 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 or regional [removed: fixed income and/or equity] [added: risk asset] markets could negatively affect our ability to manage [added: investment products in which] client [added: and company assets are invested or client] inflows and outflows or to timely meet client redemption requests.

- Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial [removed: markets.][added: markets and regulatory environments.]

This [added: volatility, including volatility arising from tensions between the U.S. and China,] may impact the [removed: levels] [added: level] and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows.

- Changes to [removed: U.S.] tax, tariff and import/export regulations and economic sanctions may have a negative effect on global 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 or regional economic conditions and the stability of global financial [removed: markets,] [added: markets] and may significantly reduce global trade or trade between certain nations.

[added: *Declines in the market value of AUM in client portfolios.*] We cannot predict whether volatility in the markets will result in substantial or sustained declines in the markets generally or result in price declines in market segments in which our AUM are concentrated.

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: real estate and other] alternative asset products, and lower fees earned on fixed income, stable value accounts and passively managed products.

Our revenues [added: and net income] may decline [added: further] if clients continue to shift their investments to lower fee accounts.

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Central banks, such as the Federal Reserve, are [removed: raising] [added: maintaining relatively high] interest rates [added: after numerous hikes] in [added: interest rates during 2022 and early 2023 in] response to the increase in inflation, which has negatively [added: impacted and may materially and negatively continue to affect the value of the assets that we manage.]

Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to [removed: direct investments in comparable instruments in order to realize higher yields.]

These redemptions would reduce AUM, thereby reducing our [removed: revenues.][added: revenues and net income.]

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

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

The company has investments in managed investment products that invest in a variety of asset classes, including equities, fixed income products, commodities, derivatives, other similar financial instruments, [removed: real estate] and [removed: other] alternative [removed: investments.][added: investment products.]

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

As a result, fluctuations in the exchange rates to the U.S. Dollar [removed: affect] [added: impact] our reported financial [removed: results from one period to the next.][added: results.]

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

Poor investment performance (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 [added: termination of investment management agreements, a] decrease in sales of our products and stimulate redemptions from existing products, each of which could lower the overall level of [removed: AUM and] [added: AUM,] reduce our management [removed: fees.][added: fees and negatively impact our revenues and net income.]

[added: If we fail, or appear to fail, to address successfully and promptly the underlying causes of any poor investment performance, we] may be unsuccessful in reversing such under [removed: performance] [added: performance, which could result in client loss or redemptions] and [removed: our] [added: the loss of] future business [removed: prospects] [added: prospects, both of which] would [removed: likely be] negatively [removed: affected and redemptions could negatively] impact our revenues and net income.

We continue to face market pressures regarding fee levels in many products, including low fee, passively managed products [removed: which] [added: that] compete with our actively managed products.

[removed: Our] [added: Further, our] competitors [removed: can] [added: may] increase their market share to our detriment by reducing fees.

In addition, technology is subject to rapid advancements and changes and our competitors may, from time to time, implement newer technologies or more advanced platforms for their services and products, including digital [removed: advisers] [added: advisers, low cost, high speed financial applications] and [added: services and investment platforms based on artificial intelligence and] other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive.

A failure to continue to innovate and introduce successful new products and services or to manage effectively the risks associated with such products and services may impact our market share relevance and may cause our AUM, [removed: revenue] [added: revenues] and [removed: earnings] [added: net income] to decline.

Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, which could have a material adverse effect on our [removed: results of operations, financial condition] [added: AUM, revenues and net income] or liquidity.

Risks Related to [added: Talent,] Operations and Technology

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

Certain of the third-party intermediaries upon whom we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit the distribution of our [removed: products.][added: products and certain distributors may demand higher levels of revenue sharing.]

Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards [removed: or] [added: and/or] regulatory fines and penalties against us and loss of revenues due to client terminations.

Regulators likewise may commence enforcement actions for violations of such requirements, which could lead to fines and penalties against the [removed: company.][added: company, which could cause our AUM, revenues and net income to decline.]

[removed: Any] [added: The occurrence of any] such [removed: effects could] [added: events may expose us to reputational harm, or] cause our AUM, revenues and net income to decline.

Agreements with U.S. registered funds may be terminated with notice, or terminated in the event of an “assignment” (as defined in the [added: U.S.] Investment Company Act of 1940, as amended), and must be renewed annually by the disinterested members of each fund's Board of Trustees or Directors, as required by law.

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 [removed: through] the development and marketing of effective and competitive new products and services designed to address [removed: our] [added: certain] 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 [added: certain] clients, industries or

Regulatory inquiries, investigations or findings of wrongdoing, intentional or unintentional misrepresentation of our products and services in [added: regulatory filings, product literature,] advertising materials, public relations information, social media or other external communications, operational failures (including portfolio management errors or cyber breaches), employee dishonesty or other misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or eventually satisfactorily addressed.

The [added: lack of] soundness of other financial institutions could adversely affect us or the client portfolios we manage.

We are also dependent on the effectiveness of our information and cyber security infrastructure, policies, procedures and capabilities to protect our [removed: computer] [added: technology] and [removed: telecommunications] [added: digital] systems and the data that reside on or are transmitted through [removed: them.][added: them, including data provided by third parties that is significant to portions of our business and products.]

Although we take protective measures, including measures to effectively secure information through system security technology, [added: have many controls, processes, digital backup] and [added: recovery processes in place, and] seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance, or result in the loss (temporarily or permanently) of data, applications or systems.

Such consequences could [removed: result in material financial loss and] have a negative effect on our AUM, revenues and net income.

direct investments in comparable instruments in order to realize higher yields.

As of December 31, 2023, we had approximately $956.0 million in seed capital and co-investments.

Failure to properly address the increased transformative pressures affecting the asset management industry could negatively impact our business.

The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternative, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; and growing crypto asset markets that remain subject to substantial volatility and significant regulatory uncertainty.

As a result of these trends and pressures, the asset management industry is facing an increased level of disruption.

If we are unable to adapt our strategy and business to adequately address

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these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken, and our AUM, revenues, and net income may be adversely affected.

Our private market products include investments in private credit, real estate, and equity investments in early-stage real estate-related companies which may expose our investment products, clients and us, to the extent of our investment in such investment products, to risks and liabilities, and us to reputational harm.

Our private market products include investments in private credit, real estate, and equity investments in early-stage real estate-related companies that may expose our investment products, clients and us, to the extent of our investment in such investment products, to risks and liabilities that are inherent in the ownership, management and operation of such investments.

These may include:

- risks related to the potential illiquidity, valuation and disposition of such investments;

- risks related to emerging and less established companies that have, among other things, short operating histories, not yet achieved or sustained profitability, new technologies and products, nascent control functions, quickly evolving markets and limited financial resources;

- construction risks, including as a result of force majeure, labor disputes or work stoppages, shortages of material or interruptions to the availability of necessary equipment;

- credit risks, including interest-rate movements and an issuer’s ability to make principal and interest payments on the debt it issues;

- risks related to investment in “distressed” securities, including abrupt and erratic market movements and above-average price volatility;

- risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product’s or client’s investments;

- accidents, pandemics, health crises or catastrophic events, climate-related risks, including greater frequency or intensity of adverse weather and natural disasters, that are beyond our control;

- personal injury or property damage;

- risks relating to the use of leverage, including as a result of increasing interest rates or an inability to timely obtain and effectively deploy leverage;

- failures on the part of third-party managers, service providers or sub-contractors appointed in connection with investments or projects to adequately perform their contractual duties or operate in accordance with applicable laws;

- exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations, including those related to private fund advisers, financial crime, permits, government contracting, conservation, exploration and production, lending, tenancy, occupational health and safety, foreign investment and environmental protection;

- environmental hazards;

- changes to the supply and demand for properties and/or tenancies;

- risks related to the availability, cost, coverage and other limitations on insurance;

- the financial resources of tenants or loan counterparties; and

- contingent liabilities on disposition of investments.

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The above risks may expose our investment products, clients and us, to the extent of our investment in such investment products, to expenses and liabilities, including costs associated with delays or remediation and increased legal or regulatory costs, all of which could impact the returns earned by our investment products and clients.

These risks could also result in direct liability for us by exposing us to losses, regulatory sanctions or litigation, including claims for compensatory or punitive damages.

In addition, market conditions may change during the course of real estate development projects in which our investment products and clients invest that make such developments less attractive than at the time it was commenced and potentially harm the investment returns of our investment products and clients and us, to the extent of our investment in such investment products.

Our investment products, clients and us, to the extent of our investment in such investment products, could incur losses if the allowance for credit losses, including loan and lending-related commitment reserves, of portfolio-level investments is inadequate or if our expectations of future economic conditions deteriorate.

When our investment products or clients loan money, commit to loan money, provide credit or enter into a credit-related contract or mortgage loan with a counterparty, our investment products, client and us, to the extent of our investment in such investment products, incur credit risk, or the risk of loss if the borrower or counterparty does not timely repay their loans or fail to perform according to the terms of their agreements.

The revenues and profitability of investment products and clients may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks.

Certain investments have a comparatively higher degree of risk of a loss of capital and may not show any return for a considerable period of time, including second lien debt.

The revenues and profitability of investment products, clients and us, to the extent of our investment in such investment products, are adversely affected when borrowers and counterparties default, in whole or in part, on their obligations or when there is a significant deterioration in the credit quality of the loan portfolio.

Certain debt-related holdings may be difficult or impossible to dispose of readily at what we believe to be a fair price.

Investment products and clients can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the borrower to make payment of principal and interest.

Current and future market and economic developments may increase default and delinquency rates and negatively impact the quality of the credit portfolio.

Although our estimates contemplate current conditions and how we expect them to change over the life of the investment portfolio, it is reasonably possible that actual conditions could be worse than anticipated, which could cause our revenues and net income to decline.

*Declines in the market value of AUM in client portfolios.* Our AUM as of January 31, 2023 were $1,482.7 billion.

Poor performance relative to other competing products tends to result in decreased sales and increased redemptions with corresponding decreases in our revenues, which may have a material adverse effect on us.

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

impacted and may materially and negatively continue to affect the value of the assets that we manage.

Certain changes in the manner in which interest rates are calculated could also impact our client portfolios.

LIBOR will be eliminated as a benchmark reference rate as a result of regulatory reform.

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.

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

If we fail, or appear to fail, to address successfully and promptly the underlying causes of any poor investment performance, we

Industry consolidation has increased in recent years, both in the area of distributors and asset managers.

Further consolidation may occur in these areas in the future.

When an error is detected, a payment will typically be made into the applicable client account to correct it.

Significant errors for which we are responsible could impact our reputation, results of operations, financial condition or liquidity.

We have procedures and controls that are designed to address and manage these risks, but this task can be complex and difficult, and if our procedures and controls fail, our reputation could be damaged.

As a result of the global market reactions to the COVID-19 pandemic, our AUM, revenues 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 AUM, revenues 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 AUM, revenues and 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 AUM, revenues and net income.

The volatility in the global markets has also adversely affected the liquidity of certain managed investment products in which client and company assets are invested.

Our efforts to mitigate the impact of the COVID-19 pandemic have required, and will continue to require, a significant investment of time and resources across our business.

Going forward, the vast majority of employees will be working in their assigned office location at least part of the time, but we expect a significant degree of remote work to continue for the foreseeable future.

To date, our own employees and, we believe, the employees of our key service providers, have not experienced any material degree of illness due to the COVID-19 virus.

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

In addition, many of the risk factors described herein may be heightened by the effects of the COVID‐19 pandemic and related economic conditions.

We may not realize the value of such assets.

A variety of factors could cause such book values to become impaired.

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

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.

The SEC has proposed new rules with respect to liquidity in money market funds and open-end funds, including proposing to implement further restrictions on certain open-end funds holding non-liquid instruments and swing pricing.

In the UK, climate-related disclosures for asset managers are being introduced and discussions with the FCA on new sustainability disclosures and product sustainability labels continue.

- Requirements pertaining to the trading of securities and other financial instruments, such as swaps and other derivatives, including certain provisions of the Dodd-Frank Act and European Market Infrastructure Regulation (EMIR); these include significant reporting requirements, designated trading venues, mandated central clearing arrangements, restrictions on proprietary trading by certain financial institutions, rules improving settlement discipline, other conduct requirements and potentially new taxes or similar fees.

A review of EMIR is due to start in 2023.

In the U.K., a new principle requires firms to act to deliver good outcomes for retail customers.

Certain provisions impose additional disclosure burdens on public companies.

We have received credit ratings of A3/Stable, BBB+/Stable and A/Stable from Moody's Investor Services, Standard & Poor's (S&P), and Fitch Ratings, respectively, as of the date hereof.

The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For the comparison of [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s [removed: 2021] [added: 2022] Annual Report on Form 10-K, filed with the SEC on February [removed: 18, 2022.][added: 22, 2023.]

The following discussion and analysis of the results of operations and financial condition of Invesco should be read in conjunction with the “Forward-looking Statements” disclosure set forth [removed: in] [added: before] 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 [removed: supplements] and [added: supplements] should be read in conjunction with the Consolidated Financial Statements of Invesco [added: Ltd.] 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: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| Equity Index | | | Index expressed in currency | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| S&P 500 | | | U.S. Dollar | | | | | | [removed: (19.4)%] [added: 24.2%] | | | | | | [removed: 26.9%] [added: (19.4)%] | | | | | | | | |

| FTSE 100 | | | British Pound | | | | | | [removed: 0.9%] [added: 3.8%] | | | | | | [removed: 14.3%] [added: 0.9%] | | | | | | | | |

| FTSE 100 | | | U.S. Dollar | | | | | | [removed: (9.8)%] [added: 9.5%] | | | | | | [removed: 13.3%] [added: (9.8)%] | | | | | | | | |

| S&P/TSX 60 Index | | | Canadian Dollar | | | | | | [removed: (9.2)%] [added: 8.2%] | | | | | | [removed: 24.4%] [added: (9.2)%] | | | | | | | | |

| S&P/TSX 60 Index | | | U.S. Dollar | | | | | | [removed: (15.1)%] [added: 10.9%] | | | | | | [removed: 25.5%] [added: (15.1)%] | | | | | | | | |

| MSCI Emerging Markets | | | U.S. Dollar | | | | | | [removed: (22.4)%] [added: 7.0%] | | | | | | [removed: (4.6)%] [added: (22.4)%] | | | | | | | | |

| Barclays U.S. Aggregate Bond | | | U.S. Dollar | | | | | | [removed: (13.0)%] [added: 5.5%] | | | | | | [removed: (1.5)%] [added: (13.0)%] | | | | | | | | |

The company’s financial results are impacted by the fluctuations in exchange rates against the U.S. Dollar, as discussed in the “Results of Operations” section [removed: below.][added: as applicable.]

One of Invesco's core strengths, and a key differentiator for the company within the industry, is our [removed: broad] diversification across [removed: client domiciles,] asset [removed: classes and] [added: classes,] distribution [removed: channels.][added: channels and geographies.]

This broad diversification [removed: mitigates] [added: helps mitigate some of] the impact on Invesco of different market cycles and enables the company to take advantage of growth opportunities in various markets and channels.

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

Consistent with our commitment to improve our leverage profile, we continue to [removed: manage] [added: maintain] our debt [removed: to] [added: at] lower levels.

We [removed: redeemed $600 million of senior notes in May 2022,] ended the year with no balance on our [added: floating rate] credit [removed: facility] [added: agreement] and our [removed: cash] [added: Cash] and cash equivalents balance increased to [removed: over $1.2] [added: $1.5] billion.

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

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Flanagan [removed: will retire] [added: retired] as President and CEO of the company and as a member of the Board of Directors effective June 30, 2023.

Schlossberg [removed: will succeed] [added: succeeded] Mr. Flanagan as President and CEO and as a member of the Board of Directors effective June 30, 2023.

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

The company provides investment management services to, and has transactions with, [removed: various] retail mutual funds and [removed: similar entities, private equity, real estate, fund-of-funds, CLOs and] other investment [removed: entities] [added: products] 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 [added: Part II,] 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 Report as CIP.

The company's economic risk with respect to each investment in CIP is limited to its equity [removed: ownership] [added: ownership, unfunded equity commitments] and any uncollected management and performance fees.

The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company's direct investments in, and management and performance fees generated [removed: from,] [added: from] the CLOs.

To assess the impact of CIP on the company's Results of Operations and Balance Sheet Discussion, refer to Part II, Item 8, Financial [removed: Statements,] [added: Statements and Supplementary Data,] Note 19, "Consolidated Investment Products."

Summary operating information for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] is presented in the table below.

| [removed: $ in] [added: (in] millions, other than per common share amounts, operating margins and [removed: AUM] [added: AUM)] | | | Year ended December 31, | | | | | | | | | | | | | | |

| U.S. GAAP Financial Measures Summary | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Operating revenues | | | [removed: 6,048.9] [added: $] | [added: 5,716.4] | | | | | [removed: 6,894.5] [added: $] | [added: 6,048.9] | | | | | [removed: 6,145.6] [added: $] | [added: 6,894.5] | |

| Operating [removed: income] [added: income/(loss)] | | | [removed: 1,317.7] [added: $] | [added: (434.8)] | | | | | [removed: 1,788.2] [added: $] | [added: 1,317.7] | | | | | [removed: 920.4] [added: $] | [added: 1,788.2] | |

| Operating margin | | | [removed: 21.8] [added: (7.6)] | | % | | | | [removed: 25.9] [added: 21.8] | | % | | | | [removed: 15.0] [added: 25.9] | | % |

| Net [removed: income] [added: income/(loss)] attributable to Invesco Ltd. | | | [removed: 683.9] [added: $] | [added: (333.7)] | | | | | [removed: 1,393.0] [added: $] | [added: 683.9] | | | | | [removed: 524.8] [added: $] | [added: 1,393.0] | |

| Diluted earnings per share (EPS) | | | [removed: 1.49] [added: $] | [added: (0.73)] | | | | | [removed: 2.99] [added: $] | [added: 1.49] | | | | | [removed: 1.13] [added: $] | [added: 2.99] | |

| Net revenues | | | [removed: 4,645.0] [added: $] | [added: 4,310.7] | | | | | [removed: 5,261.1] [added: $] | [added: 4,645.0] | | | | | [removed: 4,501.0] [added: $] | [added: 5,261.1] | |

| Adjusted operating income | | | [removed: 1,614.8] [added: $] | [added: 1,213.5] | | | | | [removed: 2,182.6] [added: $] | [added: 1,614.8] | | | | | [removed: 1,664.5] [added: $] | [added: 2,182.6] | |

| Adjusted operating margin | | | [removed: 34.8] [added: 28.2] | | % | | | | [removed: 41.5] [added: 34.8] | | % | | | | [removed: 37.0] [added: 41.5] | | % |

During the year, global capital markets improved; however, the improvement was uneven and undercut by geopolitical events.

Investors also reacted to the impact of persistently high interest rates and inflation in most major economies and moved significant amounts of assets to the sidelines to await greater clarity.

During the year, our diversified product lineup maintained net long-term inflows with our strongest performance in ETFs.

We amended and restated the floating rate credit agreement, increasing facility capacity from $1.5 billion to $2.0 billion and extending the expiration date from April 26, 2026 to April 26, 2028.

The Board approved a 7% increase in our quarterly dividend to $0.20 per share, and the company repurchased 9.6 million common shares for $150.0 million in the open market during the second quarter of 2023.

We are simplifying and streamlining the organization to better position the company for greater scale, performance and improved profitability.

During the year we established a unified, globally integrated fixed income platform.

We created a single, highly focused multi-asset group from what was previously operated through three distinct teams.

We are also bringing together leadership across our fundamental active equity teams and are further strengthening our private markets platform.

Notably,

these simplification efforts will enable us to more fully leverage the benefits of our State Street Alpha platform, which we have begun to test, as a single global investment operation engine across asset classes.

Further, we have combined our ETF, SMA and model portfolios efforts into a single group to manage these high growth potential investment vehicles.

And we have globalized many aspects of our marketing and digital delivery, consolidating our efforts across the organization.

These efforts are intended to drive revenue growth, improve investment quality, reallocate our expenses and capital base and help deliver profitable growth.

Also, through these efforts, we expect to reduce our expense base by $50 million in 2024.

As previously disclosed, Martin L.

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

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| UK (1%) | | | 95 | | % | 66 | | % | 45 | | % | 48 | | % | | | | 72 | | % | 100 | | % | 47 | | % | 47 | | % |

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| Dispositions | | | (1.4) | | | | | | (1.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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Therefore, the company is not in a position to provide meaningful information regarding the drivers of inflows and outflows.

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| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| Beginning Assets (January 1) | | | $ | 1,409.2 | | | | | $ | 872.3 | | | | | $ | 536.9 | | | | | $ | 1,610.9 | | | | | $ | 1,106.5 | | | | | $ | 504.4 | | | | | $ | 1,349.9 | | | | | $ | 947.1 | | | | | $ | 402.8 | |

| Dispositions | | | (1.4) | | | | | | — | | | | | | (1.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Ending Assets (December 31) | | | $ | 1,585.3 | | | | | $ | 1,042.0 | | | | | $ | 543.3 | | | | | $ | 1,409.2 | | | | | $ | 872.3 | | | | | $ | 536.9 | | | | | $ | 1,610.9 | | | | | $ | 1,106.5 | | | | | $ | 504.4 | |

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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.

Invesco benefits from our long-term efforts to ensure a diversified base of AUM.

Our geographic diversification recognizes growth opportunities in different parts of the world.

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.

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

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.

Our strategic evaluation was primarily focusing on four key areas of our expense base: our organizational model, our real estate footprint, management of third-party spend and technology and operations efficiency.

Through this evaluation, we 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 company’s results.

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.

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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_________

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

____________

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

| December 31, 2021 | | | 1,610.9 | | | | | | 1,106.5 | | | | | | 504.4 | | |

| December 31, 2022 | | | 1,409.2 | | | | | | 872.3 | | | | | | 536.9 | | |

| December 31, 2020 | | | 1,349.9 | | | | | | 947.1 | | | | | | 402.8 | | |

| Long-term inflows | | | 426.8 | | | | | | 301.2 | | | | | | 125.6 | | |

| Long-term outflows | | | (345.4) | | | | | | (265.7) | | | | | | (79.7) | | |

| Net long-term flows | | | 81.4 | | | | | | 35.5 | | | | | | 45.9 | | |

| Total net flows | | | 141.7 | | | | | | 59.0 | | | | | | 82.7 | | |

| Market gains and losses | | | 94.0 | | | | | | 69.0 | | | | | | 25.0 | | |

| December 31, 2019 | | | 1,226.2 | | | | | | 878.2 | | | | | | 348.0 | | |

| Long-term inflows | | | 310.9 | | | | | | 221.6 | | | | | | 89.3 | | |

| Long-term outflows | | | (326.6) | | | | | | (267.6) | | | | | | (59.0) | | |

| Net long-term flows | | | (15.7) | | | | | | (46.0) | | | | | | 30.3 | | |

| Total net flows | | | (6.5) | | | | | | (36.8) | | | | | | 30.3 | | |

| Reinvested distributions | | | 16.9 | | | | | | 16.3 | | | | | | 0.6 | | |

| Market gains and losses | | | 103.0 | | | | | | 85.4 | | | | | | 17.6 | | |

| Foreign currency translation | | | 10.3 | | | | | | 4.0 | | | | | | 6.3 | | |

See accompanying notes immediately following these AUM tables.

| December 31, 2021 | | | 1,082.5 | | | | | | 631.7 | | | | | | 450.8 | | |

| December 31, 2022 | | | 976.2 | | | | | | 482.1 | | | | | | 494.1 | | |

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

| [added: (in millions)] | | | December 31, [removed: 2022 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2023] | | | | | | [added: December 31, 2022] | | |

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

| Total assets measured at fair value exposed to market risk | | | [removed: 325.0] [added: $] | [added: 272.4] | | | | | [removed: 357.5] [added: $] | [added: 299.6] | | | | | [removed: 292.5] [added: $] | [added: 245.2] | | | | | | | | | | | | | | | | | | | |

(1)If such a 10% increase or decrease in fair values were to occur, the change attributable to [removed: $325.0] [added: $272.4] million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.

At December 31, [removed: 2022, $146.1] [added: 2023, $196.7] million of these equity investments are held to hedge economically certain deferred compensation plans in which the company's employees participate.

In addition to holding equity investments, [removed: in 2017,] the company [removed: purchased] [added: has] a total return swap [added: (TRS)] to economically hedge certain deferred compensation plans.

The notional value of the [removed: total return swap] [added: TRS] at December 31, [removed: 2022] [added: 2023] was [removed: $326.6] [added: $393.0] million.

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

Cash balances invested in money market funds of [removed: $760.8] [added: $927.8] million have been excluded from the table above.

Assets held for policyholders of [removed: $668.7] [added: $393.9] million have also been excluded from the table above.

On December 31, [removed: 2022,] [added: 2023,] the interest rates on 100.0% of the company's borrowings were fixed for a weighted average period of [removed: 7.0] [added: 6.0] years, and the company had a balance of zero on its floating rate credit [removed: facility.][added: agreement.]

| Fixed rate | | | [removed: 1,487.6] [added: $] | [added: 1,489.5] | | | | | [removed: 2,085.1] [added: $] | [added: 1,487.6] | |

| Total | | | [removed: 1,487.6] [added: $] | [added: 1,489.5] | | | | | [removed: 2,085.1] [added: $] | [added: 1,487.6] | |

| Weighted average interest rate percentage | | | [removed: 4.2] [added: 4.3] | | % | | | | [removed: 4.0] [added: 4.2] | | % |

| Weighted average period for which rate is fixed in years | | | [removed: 7.0] [added: 6.0] | | | | | | [removed: 5.9] [added: 7.0] | | |

Net foreign exchange revaluation [removed: gains] [added: losses] were [removed: $2.4] [added: $0.9] million in [removed: 2022 (2021: $1.1] [added: 2023 (2022: $2.4] million of [removed: losses)] [added: gains)] and are included in [removed: general] [added: General] and administrative expenses and [removed: other] [added: Other] gains and losses, net on the Consolidated Statements of Income.

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity investments (1) | | | $ | 272.4 | | | | | $ | 299.6 | | | | | $ | 245.2 | | | | | | | | | | | | | | | | | | | |

| Net investments in CIP (2) | | | $ | 527.4 | | | | | $ | 580.1 | | | | | $ | 474.7 | | | | | | | | | | | | | | | | | | | |

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

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

| $ in millions | | | December 31, 2022 | | | | | | December 31, 2021 | | |

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

We draw on this comprehensive range of capabilities to provide [removed: customized] solutions designed to deliver key outcomes aligned to client needs.

With approximately [removed: 8,600] [added: 8,500] 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, Europe, Middle East and Africa (EMEA) and Asia-Pacific (APAC), serving clients in more than [removed: 110] [added: 120] countries.

As of December 31, [removed: 2022,] [added: 2023,] the firm managed approximately [removed: $1.4] [added: $1.6] trillion in assets for investors around the world.

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

Generally, distributors, investment advisors and consultants take into consideration longer-term investment performance (e.g., three-year and five-year performance) in their selection of investment products and [removed: manager] recommendations to their clients.

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

Trends around the world continue to transform the investment management industry and underscore the need to be well diversified with broad capabilities [removed: globally and across asset classes:][added: globally:]

- Clients and distribution partners are [removed: also] demanding more from investment managers.

While [removed: investment] performance remains paramount, competitive pricing, [removed: client engagement] [added: best-in class experience] and value-added services (including portfolio analytics and consultative solutions) increasingly differentiate managers.

[removed: Invesco is the 4th largest exchange-traded] [added: | ● Exchange-traded] funds (ETFs) [removed: provider globally.][added: | | | | | | ● ETFs | | | | | |]

There are few independent investment managers with teams as globally diverse as Invesco's and [removed: with] the same breadth and depth of investment capabilities and vehicles.

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

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

| ● International/Global | | | ● [removed: Core/Core Plus] [added: Emerging Markets] | | | ● Single Country | | | ● [removed: Currencies] [added: Direct Lending] | | | ● Taxable | | |

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

| ● Low Volatility/Defensive | | | ● Government Bonds | | | ● [removed: Target Risk] [added: Traditional Balanced] | | | ● [removed: Distressed Debt] [added: ESG] | | | | | |

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

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

| | | | ● Smart Beta/Factor-based | | | | | | [added: ● Senior Secured Loans] | | | | | |

| ● Separately Managed Accounts [added: (SMA)] | | | | | | | | | | | |

Retail AUM were [removed: $872.3] [added: $1,042.0] billion at December 31, [removed: 2022.][added: 2023.]

Our retail products are primarily distributed through third-party financial intermediaries, including major wire houses, [removed: fund supermarkets,] [added: direct wealth platforms,] regional broker-dealers, insurance companies, banks and financial planners in the Americas, and independent brokers and financial advisors, banks and [removed: supermarket] [added: direct wealth] platforms in EMEA and APAC.

As of December 31, [removed: 2022,] [added: 2023,] Invesco's U.S. retail business, including our ETFs franchise, is [removed: a top 10] [added: among the leading] asset [removed: manager] [added: managers] in the [removed: U.S. by total AUM,] [added: U.S.,] and Invesco's retail business in EMEA is among the largest non-proprietary investment managers in the retail channel.

In addition, Invesco Great Wall Fund Management Company Limited (IGW or Invesco Great Wall), our joint venture in China, is one of the largest Sino-foreign managers of equity products in China, with total AUM of approximately [removed: $89.3] [added: $83.6] billion at December 31, [removed: 2022.][added: 2023.]

Institutional AUM were [removed: $536.9] [added: $543.3] billion at December 31, [removed: 2022.][added: 2023.]

We serve clients in more than [removed: 110] [added: 120] countries.

The following tables present a breakdown of AUM by client domicile, distribution channel and asset class as of December 31, [removed: 2022.][added: 2023.]

See the company's disclosures regarding the changes in AUM for the year ended December 31, [removed: 2022] [added: 2023] in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” [removed: section] for additional information regarding the changes in AUM.

| By Client Domicile | | | | | | | | | | | | [removed: ] [added: ] | | |

| [removed: ($ in] [added: (in] billions) | | | Total | | | | | | 1-Yr Change | | | | | |

| | | | | | | | | | | | | [removed: ] [added: ] | | |

| By Asset Class | | | | | | | | | | | | [removed: ] [added: ] | | |

| Active vs. Passive | | | | | | | | | | | | [removed: ] [added: ] | | |

We believe that diversity and inclusion are [removed: both moral and business imperatives.][added: good for business.]

We are committed to further strengthening diversity at all levels and in all functions across our global [removed: business as evidenced by our Chief Executive Officer (CEO) and senior managing directors including a diversity and inclusion goal in their performance goals.][added: business.]

Increasing representation of women and [removed: other underrepresented] [added: diverse] employees remains a focus for Invesco, as does building a more inclusive work environment.

All [removed: new] employees are required to take [added: periodic] unconscious bias training.

[removed: Our employees are also encouraged to participate in any of our twelve business resource groups] where employees with diverse backgrounds, experiences and perspectives can connect.

*Individuals and Institutions expect personalized outcomes and experience.*

- The U.S. and China will continue to be the dominant global wealth markets.

Global asset management leaders will need a considerable footprint in these markets.

*Structural shifts in client portfolio allocations.*

- Private market allocations continue to increase and become a meaningful part of retail portfolios, driving industry fee growth as well as innovation and democratization.

- Beta, factor, and index offerings will continue to be core to portfolios in transparent, efficient markets.

In this space, clients will demand ease of access and competitive pricing.

- Investors have been selecting active strategies, while placing a high bar on proven superior risk-adjusted returns.

- Investors have been favoring fixed income strategies in response to unpredictable market conditions and the higher interest rate environment.

- Investors have been shifting their investment strategies toward lower fee offerings, and we believe this trend will continue.

*Leading asset managers must quickly curate options that solve clients’ problems.*

- Investment capabilities will be delivered efficiently and seamlessly using technologies, platforms, and vehicles.

- Investment managers are finding new ways of leveraging data and analytics to create insights that will provide strategic advantage and drive investment, distribution, and operational excellence.

- Winners will invest in talent and skills across new ecosystems, requiring new ways of working and strategic partnerships to drive synergies and scale.

At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients.

*Deliver the excellence our clients expect*

- Achieve strong, long-term investment performance.

- Deliver a quality investment process and a frictionless experience with superior engagement.

- Provide advice and solutions to help our clients best manage their portfolios and succeed with their own clients.

*Grow high demand investment offerings*

- Deliver ahead of clients’ expectations through product innovation, investment styles, and packaging options.

- Focus our offerings at the intersection of high opportunity markets and high demand capabilities.

*Create an environment where talented people thrive*

- Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes.

- Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes.

*Act like owners for all stakeholders*

- Be disciplined stewards of firm resources with a focus on profitable growth.

- Invest in the success of our clients, our shareholders, and ourselves.

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| ● Emerging Markets | | | ● Core/Core Plus | | | ● ESG | | | ● Currencies | | | ● Government/Treasury | | |

| ● Environmental, Social and Governance (ESG) | | | ● Custom Solutions | | | ● Global/Regional | | | ● Custom Solutions | | | ● Prime | | |

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

| c Americas | | | $ | 1,133.9 | | | | | 13.5 | | % | | | |

| c EMEA | | | 215.9 | | | | | | 15.9 | | % | | | |

| c APAC | | | 235.5 | | | | | | 5.4 | | % | | | |

| Total | | | $ | 1,585.3 | | | | | | | | | | |

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

| (in billions) | | | Total | | | | | | 1-Yr Change | | | | | |

| c Retail | | | $ | 1,042.0 | | | | | 19.5 | | % | | | |

| c Institutional | | | 543.3 | | | | | | 1.2 | | % | | | |

- Achieve strong, long-term investment performance across distinct investment capabilities with clearly articulated investment philosophies and processes, aligned with client needs;

- Be instrumental to our clients' success by delivering our distinctive investment capabilities worldwide to meet their needs;

- Harness the power of our global platform by continuously improving execution effectiveness to enhance quality and productivity, and allocating our resources to the opportunities that will best benefit clients and our business; and

- Perpetuate a high-performance organization by driving greater transparency, accountability, diversity of thought, fact-based decision making and execution at all levels.

We believe one of Invesco's greatest strengths is our separate, distinct investment teams in multiple markets across the globe.

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

Clients and distribution partners are also increasingly discerning and focused on greater value for their money.

Invesco delivers competitive pricing, investor education, thought leadership, digital platforms and other value-added services that enhance the client experience.

The firm is also working to enhance the client user experience through digital marketing (web, mobile, social) and improved service.

- Investors continue to demand alternative, passive and smart beta strategies.

As a consequence, the industry is seeing client demand for certain active core equities portfolios decline as a share of global flows.

Invesco sponsors 72 ETFs each with greater than $500 million in AUM.

Invesco also has a strong lineup of alternative and multi-asset strategies supported by ongoing product development.

- 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.

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

- Regulatory activity remains at increased levels and is influencing competitive dynamics.

Increased regulatory scrutiny of asset managers has focused on many areas, including transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation.

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

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.

This is a key differentiator for large, scaled firms such as Invesco.

- Although the developed markets in the 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 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 nearly $4 trillion, and it is expected to become the second-largest fund management market in the world by 2025 with nearly $6 trillion in assets.

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

Additionally, population age differences between emerging and developed markets will result in differing investment needs and horizons among countries.

Asset allocation and retirement savings schemes also differ substantially among countries.

We believe firms such as Invesco, with experience across a variety of key markets and diversified investment capabilities and product types, are best positioned to meet clients' needs in this global competitive landscape.

- Technology advances are impacting core elements of the investment management industry, which lags other industries in its use of technology.

Clients increasingly seek to interact digitally with their investment portfolios.

This is leading to established managers investing in and/or acquiring technology platforms.

As the investment management business becomes more complex, automation will become increasingly important to serve clients effectively and efficiently.

Invesco is leveraging technology across its business and exploring opportunities to work with third-party technology firms to enhance our clients' investment experience.

In addition, over the past few years, Invesco has made investments in its digital wealth business, intelliflo.

We offer custom solutions across all asset classes and increasingly incorporate financially material ESG considerations into our investment capabilities and processes.

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

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

At June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting stock held by non-affiliates was [removed: $7.7] [added: $6.0] 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: 2023,] [added: 2024,] the most recent practicable date, the number of Common Shares outstanding was [removed: 454,751,498.][added: 449,204,268.]

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: 2022.][added: 2023.]

| [Glossary of Defined [removed: Terms](#i36c84f6effac480aa73230a0a0afc1e1_10)] [added: Terms](#i6234e6c3045c4bb4b3e8dfc71ced6344_10)] | | | [removed: [i](#i36c84f6effac480aa73230a0a0afc1e1_10)] [added: [i](#i6234e6c3045c4bb4b3e8dfc71ced6344_10)] | | |

| [Special Cautionary Note Regarding Forward-Looking [removed: Statements](#i36c84f6effac480aa73230a0a0afc1e1_15942918604840)] [added: Statements](#i6234e6c3045c4bb4b3e8dfc71ced6344_13)] | | | [removed: [1](#i36c84f6effac480aa73230a0a0afc1e1_15942918604840)] [added: [1](#i6234e6c3045c4bb4b3e8dfc71ced6344_13)] | | |

| [Item 1. [removed: Business](#i36c84f6effac480aa73230a0a0afc1e1_16)] [added: Business](#i6234e6c3045c4bb4b3e8dfc71ced6344_19)] | | | [removed: [2](#i36c84f6effac480aa73230a0a0afc1e1_16)] [added: [4](#i6234e6c3045c4bb4b3e8dfc71ced6344_19)] | | |

| [Item 1A. Risk [removed: Factors](#i36c84f6effac480aa73230a0a0afc1e1_19)] [added: Factors](#i6234e6c3045c4bb4b3e8dfc71ced6344_22)] | | | [removed: [9](#i36c84f6effac480aa73230a0a0afc1e1_19)] [added: [10](#i6234e6c3045c4bb4b3e8dfc71ced6344_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i36c84f6effac480aa73230a0a0afc1e1_22)] [added: Comments](#i6234e6c3045c4bb4b3e8dfc71ced6344_25)] | | | [removed: [23](#i36c84f6effac480aa73230a0a0afc1e1_22)] [added: [25](#i6234e6c3045c4bb4b3e8dfc71ced6344_25)] | | |

| [Item 2. [removed: Properties](#i36c84f6effac480aa73230a0a0afc1e1_25)] [added: Properties](#i6234e6c3045c4bb4b3e8dfc71ced6344_28)] | | | [removed: [23](#i36c84f6effac480aa73230a0a0afc1e1_25)] [added: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_28)] | | |

| [Item 3. Legal [removed: Proceedings](#i36c84f6effac480aa73230a0a0afc1e1_28)] [added: Proceedings](#i6234e6c3045c4bb4b3e8dfc71ced6344_31)] | | | [removed: [24](#i36c84f6effac480aa73230a0a0afc1e1_28)] [added: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_31)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i36c84f6effac480aa73230a0a0afc1e1_31)] [added: Disclosures](#i6234e6c3045c4bb4b3e8dfc71ced6344_34)] | | | [removed: [24](#i36c84f6effac480aa73230a0a0afc1e1_31)] [added: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_34)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i36c84f6effac480aa73230a0a0afc1e1_37)] [added: Securities](#i6234e6c3045c4bb4b3e8dfc71ced6344_40)] | | | [removed: [25](#i36c84f6effac480aa73230a0a0afc1e1_37)] [added: [27](#i6234e6c3045c4bb4b3e8dfc71ced6344_40)] | | |

| [Item 6. [removed: \[Reserved\]](#i36c84f6effac480aa73230a0a0afc1e1_40)] [added: \[Reserved\]](#i6234e6c3045c4bb4b3e8dfc71ced6344_43)] | | | [removed: [27](#i36c84f6effac480aa73230a0a0afc1e1_40)] [added: [29](#i6234e6c3045c4bb4b3e8dfc71ced6344_43)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36c84f6effac480aa73230a0a0afc1e1_43)] [added: Operations](#i6234e6c3045c4bb4b3e8dfc71ced6344_46)] | | | [removed: [27](#i36c84f6effac480aa73230a0a0afc1e1_43)] [added: [29](#i6234e6c3045c4bb4b3e8dfc71ced6344_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i36c84f6effac480aa73230a0a0afc1e1_91)] [added: Risk](#i6234e6c3045c4bb4b3e8dfc71ced6344_94)] | | | [removed: [59](#i36c84f6effac480aa73230a0a0afc1e1_91)] [added: [58](#i6234e6c3045c4bb4b3e8dfc71ced6344_94)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i36c84f6effac480aa73230a0a0afc1e1_94)] [added: Data](#i6234e6c3045c4bb4b3e8dfc71ced6344_97)] | | | [removed: [62](#i36c84f6effac480aa73230a0a0afc1e1_94)] [added: [60](#i6234e6c3045c4bb4b3e8dfc71ced6344_97)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i36c84f6effac480aa73230a0a0afc1e1_190)] [added: Disclosure](#i6234e6c3045c4bb4b3e8dfc71ced6344_187)] | | | [removed: [102](#i36c84f6effac480aa73230a0a0afc1e1_190)] [added: [100](#i6234e6c3045c4bb4b3e8dfc71ced6344_187)] | | |

| [Item 9A. Controls and [removed: Procedures](#i36c84f6effac480aa73230a0a0afc1e1_193)] [added: Procedures](#i6234e6c3045c4bb4b3e8dfc71ced6344_190)] | | | [removed: [102](#i36c84f6effac480aa73230a0a0afc1e1_193)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_190)] | | |

| [Item 9B. Other [removed: Information](#i36c84f6effac480aa73230a0a0afc1e1_196)] [added: Information](#i6234e6c3045c4bb4b3e8dfc71ced6344_193)] | | | [removed: [102](#i36c84f6effac480aa73230a0a0afc1e1_196)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_193)] | | |

| [Item [removed: 9C.](#i36c84f6effac480aa73230a0a0afc1e1_199) [Disclosure] [added: 9C. Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i36c84f6effac480aa73230a0a0afc1e1_199)] [added: Inspections](#i6234e6c3045c4bb4b3e8dfc71ced6344_196)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_199)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_196)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i36c84f6effac480aa73230a0a0afc1e1_205)] [added: Governance](#i6234e6c3045c4bb4b3e8dfc71ced6344_202)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_205)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_202)] | | |

| [Item 11. Executive [removed: Compensation](#i36c84f6effac480aa73230a0a0afc1e1_208)] [added: Compensation](#i6234e6c3045c4bb4b3e8dfc71ced6344_205)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_208)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_205)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36c84f6effac480aa73230a0a0afc1e1_211)] [added: Matters](#i6234e6c3045c4bb4b3e8dfc71ced6344_208)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_211)] [added: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_208)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i36c84f6effac480aa73230a0a0afc1e1_214)] [added: Independence](#i6234e6c3045c4bb4b3e8dfc71ced6344_211)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_214)] [added: [102](#i6234e6c3045c4bb4b3e8dfc71ced6344_211)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i36c84f6effac480aa73230a0a0afc1e1_217)] [added: Services](#i6234e6c3045c4bb4b3e8dfc71ced6344_214)] | | | [removed: [103](#i36c84f6effac480aa73230a0a0afc1e1_217)] [added: [102](#i6234e6c3045c4bb4b3e8dfc71ced6344_214)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i36c84f6effac480aa73230a0a0afc1e1_223)] [added: Schedules](#i6234e6c3045c4bb4b3e8dfc71ced6344_220)] | | | [removed: [104](#i36c84f6effac480aa73230a0a0afc1e1_223)] [added: [103](#i6234e6c3045c4bb4b3e8dfc71ced6344_220)] | | |

| [Item 16. Form 10-K [removed: Summary](#i36c84f6effac480aa73230a0a0afc1e1_226)] [added: Summary](#i6234e6c3045c4bb4b3e8dfc71ced6344_223)] | | | [removed: [104](#i36c84f6effac480aa73230a0a0afc1e1_226)] [added: [103](#i6234e6c3045c4bb4b3e8dfc71ced6344_223)] | | |

| TRS | | | — | | | Total return [removed: swaps] [added: swap] | | |

Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash [removed: flows and] [added: flows,] capital expenditures, [added: and assets under management (AUM) which could differ materially from actual results due to known and unknown risks and other important factors, including, but not limited to,] industry or market conditions, [removed: assets under management (AUM),] geopolitical events and [removed: the COVID-19 pandemic] [added: pandemics or health crises] 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.

Forward-looking statements are not guarantees and [removed: they] involve risks, uncertainties and assumptions.

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

- our debt and the limitations imposed by our credit [removed: facility;][added: agreement;]

- [added: man-made or natural disasters,] pandemics or other widespread health crises [added: or other business continuity problems] and governmental responses to the same;

| 1331 Spring Street, | | | Suite 2500, | | | Atlanta, | | | GA | | | | | | 30309 | | |

*(Former name, former address and former fiscal year, if changed since last report)*

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

| [PART I](#i6234e6c3045c4bb4b3e8dfc71ced6344_16) | | | | | |

| [Item 1C. Cybersecurity](#i6234e6c3045c4bb4b3e8dfc71ced6344_2748779071315) | | | [25](#i6234e6c3045c4bb4b3e8dfc71ced6344_2748779071315) | | |

| [PART II](#i6234e6c3045c4bb4b3e8dfc71ced6344_37) | | | | | |

| [PART III](#i6234e6c3045c4bb4b3e8dfc71ced6344_199) | | | | | |

| [PART IV](#i6234e6c3045c4bb4b3e8dfc71ced6344_217) | | | | | |

| [Exhibits](#i6234e6c3045c4bb4b3e8dfc71ced6344_226) | | | [103](#i6234e6c3045c4bb4b3e8dfc71ced6344_226) | | |

| [Signatures](#i6234e6c3045c4bb4b3e8dfc71ced6344_229) | | | [107](#i6234e6c3045c4bb4b3e8dfc71ced6344_229) | | |

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

| Adjusted SOFR | | | — | | | Secured Overnight Financing Rate plus 0.10% adjustment | | |

| CISO | | | — | | | Chief Information Security Officer | | |

| Covenant Adjusted EBITDA | | | — | | | A financial measure set forth in covenants in our credit agreement, which is defined to be earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses | | |

| FASB | | | — | | | Financial Accounting Standards Board | | |

| GCSO | | | — | | | Global Chief Security Officer | | |

| OECD | | | — | | | Organization for Economic Cooperation and Development | | |

| PIPL | | | — | | | Personal Information Protection Law | | |

| RIS | | | — | | | Retail Investment Strategy | | |

| SFDR | | | — | | | Sustainable Finance Disclosure Regulation | | |

| SMA | | | — | | | Separately Managed Accounts | | |

| SOFR | | | — | | | Secured Overnight Financing Rate | | |

| the company | | | — | | | Invesco Ltd. and its consolidated entities | | |

| Report | | | — | | | this Annual Report on Form 10-K | | |

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

- failure to properly address the increased transformative pressures affecting the asset management industry;

- exposure through certain investment products to credits losses in excess of our expectations and risks related to early stage real estate-related companies;

- impact of climate-change;

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Summary of Risk Factors

The following is a summary of material risks we are exposed to in the course of our business activities and which could have an adverse effect on our business.

It does not contain all of the information that may be important to you and should be read together with the more detailed discussion of risks in Item 1A, Risk Factors.

Risks Related to Market Dynamics and Volatility

- Volatility and disruption in global or regional capital and credit markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity.

- Our revenues and net income would 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, each of which would reduce the investment management fees we earn.

- Our revenues and net income from money market and other fixed income assets may be harmed by interest rates, liquidity and credit volatility.

- Our financial condition and liquidity would be adversely affected by losses on our seed capital and co-investments.

- As many of our subsidiary operations are located outside of the U.S. and have functional currencies other than the U.S. Dollar, changes in the exchange rates to the U.S. Dollar impact our reported financial results.

Risks Related to Investment Performance and Competition

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

| 1555 Peachtree Street, N.E., | | | Suite 1800, | | | Atlanta, | | | GA | | | | | | 30309 | | |

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

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

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

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

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

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

| CDSC | | | — | | | Contingent deferred sales charge | | |

| EBITDA | | | — | | | Earnings before income tax, depreciation and amortization | | |

| XBRL | | | — | | | Extensible Business Reporting Language | | |

Cyber threats are considered one of the most significant risks facing financial institutions.

To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our Global Security Department that is responsible for identifying, assessing, and managing cybersecurity threats.

Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response.

The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Global Privacy, Business Continuity and Crisis Management, Resilience, and Corporate Security.

This converged security structure supports a more comprehensive, holistic approach to keeping Invesco clients, employees, and critical assets safe, upholding privacy rights, while enabling a secure and resilient business.

The information security program for the company, excluding the subsidiary noted below, is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.

Our information security program is designed to oversee all aspects of information security risk and seeks to ensure the confidentiality, integrity, and availability of information assets, including the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect our information assets.

One company subsidiary operates on a distinct network and, therefore, manages its own information security program in close coordination with our Global Security Department.

This subsidiary’s program aligns with all aspects of the company's information security program and is led by a dedicated CISO who reports to the Chief Operating Officer of the subsidiary and has comprehensive experience managing cybersecurity programs.

The GCSO has indirect oversight of the subsidiary's CISO and its information security program.

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

Our cybersecurity programs include the following:

- Proactive assessments of technical infrastructure and security resilience are performed on a regular basis which include penetration testing, offensive testing and maturity assessments.

- Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for third-party service providers and continuous monitoring for new third-party cybersecurity incidents.

- An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party.

- Mandatory annual employee security awareness training, which focuses on cyber threats and security in general.

- Regular cyber phishing tests throughout the year to measure and raise employee awareness against cyber phishing threats.

Important to these programs is our investment in threat-intelligence, our active engagement in industry and government security-related forums, and our utilization of external experts to challenge our program maturity, assess our controls and routinely test our capabilities.

Our Board of Directors oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections.

The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk.

The members of this Committee include the Chief Administrative Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, and Global Operational Risk Owners which includes the GCSO.

The Committee reports to the Enterprise Risk Management Committee which provides updates to the Board to facilitate their oversight.

For the subsidiary referenced above, an Enterprise Risk Management Steering Committee provides executive-level oversight and monitoring of its programs that manage information security and cyber related risk.

The members of this Enterprise Risk Management Steering Committee include the subsidiary’s Chief Executive Officer (CEO), Chief Operating Officer, Head of Risk, Head of Legal, Head of Privacy and the subsidiary’s CISO, as well as the company’s GCSO and CISO.

As of December 31, 2023, we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect Invesco’s business strategy, results of operations or financial condition.

Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at [removed: 1555 Peachtree Street N.E., Suite 1800, Atlanta, Georgia, 30309, U.S.A. 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:

We maintain a global enterprise center in Hyderabad, India in leased facilities at DivyaSree Orion in the Ranga Reddy [removed: District of Hyderabad, India.][added: District.]

- APAC: 1 Connaught Place, Central, Hong Kong

- APAC: Champion Tower, No. 3 Garden Road, Hong Kong

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

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, [removed: 2023,] [added: 2024,] there were approximately 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: 2017] [added: 2018] through and including the last trading day in the fiscal year ended December 31, [removed: 2022] [added: 2023] and compares it to the cumulative total return of the [removed: S&P] [added: Standard & Poor's (S&P)] 500 Index and to a group of peer investment management companies.

[removed: ][added: ]

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: 2022] [added: 2023] and is incorporated by reference in this Report.

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

The following table shows common share repurchase activity during the three months ended December 31, [removed: 2022:][added: 2023:]

(1) An aggregate of [removed: 217,093] [added: 151,324] 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: 2022.][added: 2023.]

(2) At December 31, [removed: 2022,] [added: 2023,] a balance of [removed: $532.2] [added: $382.2] million remains available under the common share repurchase authorization approved by the Board on July 22, 2016.

| October 1 - 31, 2023 | | | 126,856 | | | | | | $ | 13.53 | | | | | — | | | | | | $ | 382.2 | |

| November 1 - 30, 2023 | | | 12,596 | | | | | | $ | 13.84 | | | | | — | | | | | | $ | 382.2 | |

| December 1 - 31, 2023 | | | 11,872 | | | | | | $ | 16.80 | | | | | — | | | | | | $ | 382.2 | |

| | | | 151,324 | | | | | | | | | | | | — | | | | | | | | |

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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 | | | | | | | | | | | | — | | | | | | | | |

| [Annual Report of Management on Internal Control over Financial [removed: Reporting](#i36c84f6effac480aa73230a0a0afc1e1_97)] [added: Reporting](#i6234e6c3045c4bb4b3e8dfc71ced6344_100)] | | | [removed: [63](#i36c84f6effac480aa73230a0a0afc1e1_97)] [added: [61](#i6234e6c3045c4bb4b3e8dfc71ced6344_100)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i36c84f6effac480aa73230a0a0afc1e1_100)] [added: Firm](#i6234e6c3045c4bb4b3e8dfc71ced6344_103)] (PCAOB ID 238) | | | [removed: [64](#i36c84f6effac480aa73230a0a0afc1e1_100)] [added: [62](#i6234e6c3045c4bb4b3e8dfc71ced6344_103)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i36c84f6effac480aa73230a0a0afc1e1_103)[2](#i36c84f6effac480aa73230a0a0afc1e1_103)] [added: 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[23](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [and [removed: 202](#i36c84f6effac480aa73230a0a0afc1e1_103)1] [added: 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] | | | [removed: [66](#i36c84f6effac480aa73230a0a0afc1e1_103)] [added: [65](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 202](#i36c84f6effac480aa73230a0a0afc1e1_106)[2](#i36c84f6effac480aa73230a0a0afc1e1_106)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_106)[1](#i36c84f6effac480aa73230a0a0afc1e1_106) [and](#i36c84f6effac480aa73230a0a0afc1e1_106) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] [added: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] | | | [removed: [67](#i36c84f6effac480aa73230a0a0afc1e1_106)] [added: [66](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i36c84f6effac480aa73230a0a0afc1e1_109)[2](#i36c84f6effac480aa73230a0a0afc1e1_109)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_109)[1](#i36c84f6effac480aa73230a0a0afc1e1_109) [and](#i36c84f6effac480aa73230a0a0afc1e1_109) [20](#i36c84f6effac480aa73230a0a0afc1e1_109)20] [added: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_112) [and 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)21] | | | [removed: [68](#i36c84f6effac480aa73230a0a0afc1e1_109)] [added: [67](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i36c84f6effac480aa73230a0a0afc1e1_112) [2022, 2021 and](#i36c84f6effac480aa73230a0a0afc1e1_106) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] [added: 31,](#i6234e6c3045c4bb4b3e8dfc71ced6344_115) [202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] | | | [removed: [69](#i36c84f6effac480aa73230a0a0afc1e1_112)] [added: [68](#i6234e6c3045c4bb4b3e8dfc71ced6344_115)] | | |

| [Consolidated Statements of Changes in Equity as of and for the years ended December 31, [removed: 202](#i36c84f6effac480aa73230a0a0afc1e1_115)[2](#i36c84f6effac480aa73230a0a0afc1e1_115)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_115)[1](#i36c84f6effac480aa73230a0a0afc1e1_115) [and](#i36c84f6effac480aa73230a0a0afc1e1_115) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] [added: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_118) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_118) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] | | | [removed: [70](#i36c84f6effac480aa73230a0a0afc1e1_115)] [added: [69](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i36c84f6effac480aa73230a0a0afc1e1_118)] [added: Statements](#i6234e6c3045c4bb4b3e8dfc71ced6344_121)] | | | [removed: [73](#i36c84f6effac480aa73230a0a0afc1e1_118)] [added: [72](#i6234e6c3045c4bb4b3e8dfc71ced6344_121)] | | |

[removed: [Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble] [added: [Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble] of [removed: Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)][added: Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)]

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: 2022.][added: 2023.]

Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of Invesco Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| [removed: $ in] [added: (in] millions, except per share [removed: data] [added: data)] | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | [added: $ | 1,469.2 | | | | | $ |] 1,234.7 | | | | | [added: $] | 1,896.4 | | [removed: |]

| Accounts receivable | | | [removed: 801.8] [added: 701.5] | | | | | | [removed: 785.0] [added: 801.8] | | |

| Investments | | | [removed: 996.6] [added: 919.1] | | | | | | [removed: 926.3] [added: 996.6] | | |

| Cash and cash equivalents of CIP | | | [added: 462.4 | | | | | |] 199.4 | | | | | | 250.7 | | |

| Accounts receivable and other assets of CIP | | | [removed: 203.7] [added: 250.1] | | | | | | [removed: 532.6] [added: 203.7] | | |

| Investments of CIP | | | [removed: 8,531.4] [added: 8,765.9] | | | | | | [removed: 9,042.5] [added: 8,531.4] | | |

| Assets held for policyholders [added: (3)] | | | 668.7 | | | | | | [removed: 1,893.6] [added: 668.7] | | | [added: | | | — | | | | | | — | | |]

| Other assets | | | [removed: 860.5] [added: 832.6] | | | | | | [removed: 729.9] [added: 860.5] | | |

| Property, equipment and software, net | | | [removed: 561.1] [added: 599.5] | | | | | | [removed: 518.1] [added: 561.1] | | |

| Intangible assets, net | | | [removed: 7,141.2] [added: 5,848.1] | | | | | | [removed: 7,228.0] [added: 7,141.2] | | |

| Goodwill | | | [removed: 8,557.7] [added: 8,691.5] | | | | | | [removed: 8,882.5] [added: 8,557.7] | | |

| Total assets | | | [removed: 29,756.8] [added: $] | [added: 28,933.8] | | | | | [removed: 32,685.6] [added: $] | [added: 29,756.8] | |

| Accrued compensation and benefits | | | [removed: 860.8] [added: $] | [added: 900.4] | | | | | [removed: 1,062.3] [added: $] | [added: 860.8] | |

| Accounts payable and accrued expenses | | | [removed: 1,314.8] [added: 1,294.4] | | | | | | [removed: 1,157.1] [added: 1,314.8] | | |

| Debt of CIP | | | [removed: 6,590.4] [added: 7,121.8] | | | | | | [removed: 7,336.1] [added: 6,590.4] | | |

| Other liabilities of CIP | | | [removed: 329.6] [added: 492.1] | | | | | | [removed: 846.3] [added: 329.6] | | |

| Policyholder payables | | | [removed: 668.7] [added: 393.9] | | | | | | [removed: 1,893.6] [added: 668.7] | | |

| Debt | | | [removed: 1,487.6] [added: 1,489.5] | | | | | | [removed: 2,085.1] [added: 1,487.6] | | |

| Deferred tax liabilities, net | | | [removed: 1,662.7] [added: 1,325.7] | | | | | | [removed: 1,626.3] [added: 1,662.7] | | |

| Total liabilities | | | [removed: 12,914.6] [added: 13,017.8] | | | | | | [removed: 16,006.8] [added: 12,914.6] | | |

| Redeemable noncontrolling interests in consolidated entities | | | [removed: 998.7] [added: 745.7] | | | | | | [removed: 510.8] [added: 998.7] | | |

| Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized, issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021)] [added: 2022)] | | | 4,010.5 | | | | | | 4,010.5 | | |

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*Indefinite-Lived Intangible Assets Impairment Assessment for Acquired Management Contracts of U.S. Retail Mutual Funds*

As described in Notes 1, 2 and 5 to the consolidated financial statements, the Company’s management contracts indefinite-lived intangible assets, net balance was $5,705.4 million as of December 31, 2023.

As disclosed by management, the carrying value of indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds was $4,569.7 million, which included a $1,248.9 million impairment charge for the year ended December 31, 2023.

Management tests for impairment annually as of October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired.

If the qualitative assessment indicates that an impairment may be likely or management elects to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the intangible assets and compares the fair value with its carrying amount.

If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized.

The most sensitive assumptions used in the income approach are the revenue forecast, the long-term growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment for acquired management contracts of U.S. retail mutual funds is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue forecast, the long-term growth rate and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment assessment for acquired management contracts of U.S. retail mutual funds, including controls over the valuation of the acquired management contracts of U.S. retail mutual fund indefinite-lived intangible assets.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite lived intangible assets; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue forecast, the long-term growth rate and the discount rate.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the revenue forecast, long-term growth rate and discount rate assumptions.

*Goodwill Impairment Assessment*

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $8,691.5 million as of December 31, 2023.

The Company has one reporting unit for goodwill, which management reviews for impairment annually as of October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.

As disclosed by management, the most sensitive assumptions used in the income approach are the long-term growth rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the long-term growth rate and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the long-term growth rate and the discount rate.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the long-term growth rate and discount rate assumptions.

February 21, 2024

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| Amortization and impairment of intangible assets | | | 1,298.8 | | | | | | 63.8 | | | | | | 62.9 | | |

| \-basic | | | $ | (0.73) | | | | | $ | 1.50 | | | | | $ | 3.01 | |

| \-diluted | | | $ | (0.73) | | | | | $ | 1.49 | | | | | $ | 2.99 | |

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| Net income/(loss) | | | $ | (168.2) | | | | | $ | 925.5 | | | | | $ | 1,969.4 | |

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| Net income/(loss) | | | $ | (168.2) | | | | | $ | 925.5 | | | | | $ | 1,969.4 | |

| Impairment of intangible assets | | | 1,248.9 | | | | | | — | | | | | | — | | |

| Other investing activities | | | 46.2 | | | | | | — | | | | | | — | | |

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| January 1, 2023 | | | $ | 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 | |

| Net income/(loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (96.9) | | | | | | — | | | | | | (96.9) | | | | | | (35.2) | | | | | | (132.1) | | | | | | (36.1) | | |

| December 31, 2023 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,451.6 | | | | | $ | (3,002.6) | | | | | $ | 6,826.7 | | | | | $ | (801.8) | | | | | $ | 14,597.6 | | | | | $ | 572.7 | | | | | $ | 15,170.3 | | | | | $ | 745.7 | |

[Ta](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)[ble of Contents](#i6234e6c3045c4bb4b3e8dfc71ced6344_7)

*Accounting for Income Taxes*

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

The Company files U.S. federal, U.S. state and local, and numerous foreign income tax returns.

As disclosed by management, significant judgment is required in the determination of the Company’s annual income tax 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.

The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a critical audit matter are the significant judgment by management when determining the provision for income taxes, including the interpretation and application of newly enacted tax laws, regulation changes, and new judicial rulings; this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to management’s interpretation and application of newly enacted tax laws, regulation changes, and new judicial rulings.

These procedures included testing the effectiveness of controls relating to the provision for income taxes, including controls over the interpretation and application of newly enacted tax laws, regulation changes, and new judicial rulings.

These procedures also included, among others, (i) evaluating management’s assessment of the applicability of newly enacted tax laws, regulation changes, and new judicial rulings; (ii) testing management's income tax calculations, including testing the completeness and accuracy of the underlying data and considering the Company's compliance with tax laws; and (iii) evaluating the status and results of income tax audits with the relevant tax authorities.

February 22, 2023

| Amortization of intangibles | | | 63.8 | | | | | | 62.9 | | | | | | 62.5 | | |

| \-basic | | | $1.50 | | | | | | $3.01 | | | | | | $1.14 | | |

| \-diluted | | | $1.49 | | | | | | $2.99 | | | | | | $1.13 | | |

| Actuarial gain/(loss) related to employee benefit plans | | | (38.8) | | | | | | 28.3 | | | | | | (6.3) | | |

| Restricted cash (1) | | | — | | | | | | — | | | | | | 129.2 | | |

____________

(1) Restricted cash of $129.2 million as of December 31, 2020 is recorded in Other assets on the Consolidated Balance Sheets.

| January 1, 2020 | | | 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 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 761.6 | | | | | | — | | | | | | 761.6 | | | | | | 34.7 | | | | | | 796.3 | | | | | | 11.2 | | |

| December 31, 2020 | | | 4,010.5 | | | | | | 113.2 | | | | | | 7,811.4 | | | | | | (3,253.8) | | | | | | 6,085.0 | | | | | | (404.5) | | | | | | 14,361.8 | | | | | | 447.1 | | | | | | 14,808.9 | | | | | | 211.8 | | |

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

The financial information of certain CIP is included in the company's Consolidated Financial Statements on a one-month or a three-month lag based upon the availability of fund financial information.

The company’s earnings from consolidated CLOs reflect changes in fair value of its own economic interests in the CLOs.

Restricted cash (in 2020) primarily consisted of cash collateral related to the company's share repurchase forward contracts.

Cash and cash equivalents and restricted cash are presented separately on the Consolidated Statements of Cash Flows.

The investments are legally segregated and are generally not subject to claims that arise from any of the company's other businesses.

Deferred Sales Commissions

Mutual fund shares sold without a sales commission at the time of purchase typically have an asset-based fee (12b-1 fee) that is charged to the fund over a period of years and a Contingent deferred sales charge (CDSC).

The CDSC is an asset-based fee that is charged to investors that redeem during a stated period.

Commissions paid at the date of sale to brokers and dealers for sales of mutual funds that have a CDSC are capitalized and amortized over a period not to exceed the redemption period of the related fund (generally up to six years).

The deferred sales commission asset, which is included in prepaid assets in our Consolidated Balance Sheets, is reviewed periodically for impairment by reviewing the recoverability of the asset based on estimated future fees to be collected.

The company considers its own assumptions, which require management's judgment, about renewal or extension of the term of the arrangement, consistent with its expected use of the asset.

Recent results and projections based on expectations regarding revenue, expenses, capital expenditure and acquisition earn out payments produce a present value for the reporting unit.

Interest charges are recognized in the Consolidated Statements of Income in the period in which they are incurred.

*Money Market Fee Waivers*

The company is currently providing voluntary yield support waivers of its revenues on certain money market funds to ensure that they maintain a minimum level of daily net investment income.

During the year ended December 31, 2022, yield support waivers resulted in a reduction of total gross operating revenues of $33.8 million (year ended December 31, 2021: $153.7 million).

A significant portion of our money market AUM arises from the institutional distribution channel, where relationships with our distribution partners allow us to share the waiver impact.

Gross waivers are partially offset by a reduction of payments to these intermediaries, which are included in third-party distribution, service and advisory expenses.

is adjusted for the allocation of earnings to the unvested restricted common shares.

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

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

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: 2022.][added: 2023.]

Our independent registered public accounting firm PricewaterhouseCoopers LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, [removed: 2022.][added: 2023.]

There were no changes in internal control over financial reporting that occurred during the three months ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our 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.

Invesco filed the certification of its Chief Executive Officer with the NYSE in [removed: 2022] [added: 2023] as required pursuant to Section 303A of the NYSE Listed Company Manual.

In addition, Invesco filed the Sarbanes-Oxley Act Section 302 certifications of its Chief Executive Officer and Chief Financial Officer with the [removed: Securities and Exchange Commission,] [added: SEC,] which certifications are attached hereto as Exhibit 31.1 and Exhibit 31.2, respectively.

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: 2022,] [added: 2023,] under the captions “Our Executive Officers,” “Corporate Governance,” “Board of Directors,” "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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 10.19] [added: 10.23] and 10.21 through [removed: 10.24] [added: 10.30] 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.

| 3.2 | | | [removed: [Third] [added: [Fourth] Amended and Restated Bye-Laws of Invesco Ltd., [removed: incorporating amendments up to and including] [added: effective] May [removed: 11, 2017,] [added: 25, 2023,] incorporated by reference to exhibit 3.2 to Invesco's Quarterly Report on Form 10-Q for the period ended June 30, [removed: 2017,] [added: 2023,] filed with the Securities and Exchange Commission on [removed: July 27, 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000424/ivz2q2017ex32.htm)] [added: August 2, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000416/ivz2q2023ex32.htm)] | | |

| 4.3 | | | [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 [removed: 4.2 to] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm) [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)] | | |

| 4.4 | | | [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)] | | |

| 4.6 | | | [Form of [removed: 4.000%] [added: 3.750%] Senior Notes due [removed: 2024] [added: 2026] (included in Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)[](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)] | | |

| [removed: 4.7] [added: 4.5] | | | [Form of 5.375% Senior Notes due 2043 (included in Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)] | | |

| [removed: 4.9] [added: 4.7] | | | [Description [removed: 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)[,] [added: of Securities of Invesco Ltd.',] 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 | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Credit Agreement, dated as of April 26, [removed: 2021,] [added: 2023,] 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 agent incorporated by reference to exhibit 10.6 to Invesco’s Quarterly Report on Form 10-Q for the period ended March [removed: 30, 2021,] [added: 31, 2023,] filed with the Securities and Exchange Commission on [removed: April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm)] [added: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex106.htm)] | | |

| 10.2 | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Guaranty, dated as of April 26, [removed: 2021,] [added: 2023,] with respect to the [removed: Fifth] [added: Sixth] 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 [removed: 10.6] [added: 10.7] to Invesco’s Quarterly Report on Form 10-Q for the period ended March [removed: 30, 2021,] [added: 31, 2023,] filed with the Securities and Exchange Commission on [removed: April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm) [to] [added: May 3, 2023 to] the [removed: Fifth] [added: Sixth] Amended and Restated Credit Agreement incorporated by reference to exhibit [removed: 10.7] [added: 10.6-] to Invesco’s Quarterly Report on Form 10-Q for the period ended March [removed: 30, 2021,] [added: 31, 2023,] filed with the Securities and Exchange Commission on [removed: April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex107.htm)] [added: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex107.htm)] | | |

| 10.3 | | | [Invesco Ltd. 2016 Global Equity [removed: Plan, incorporated] [added: Plan,](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) [as amended and resta](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm)[ted,](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) [incorporated] by reference 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: 10.6] [added: 10.8] | | | [Form of Restricted Stock Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101710k2016.htm) | | |

| [removed: 10.7] [added: 10.9] | | | [Form of Restricted Stock Award Agreement - Time Vesting - with respect to Martin L. Flanagan - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.18 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101810k2016.htm) | | |

| [removed: 10.8] [added: 10.10] | | | [Form of Restricted Stock Unit Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101910k2016.htm) | | |

| [removed: 10.9] [added: 10.12] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 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 on July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm) | | |

| [removed: 10.10] [added: 10.13] | | | [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 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) | | |

| [removed: 10.11] [added: 10.15] | | | [Form of Restricted Stock Unit Award Agreement - Time Vesting - for UCITS staff - under the Invesco Ltd. 2016 Global Equity Incentive 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, 2020, filed with the Securities and Exchange Commission on April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex101.htm) | | |

| [removed: 10.12] [added: 10.16] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under the Invesco Ltd. 2016 Global Equity Incentive 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, 2020, filed with the Securities and Exchange Commission on April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm) | | |

| [removed: 10.13] [added: 10.17] | | | [Form of Restricted Fund Unit Agreement - Upfront Awards - for UCITS staff - under Invesco Ltd. Deferred Incentive Plan (Feb 2020), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm) | | |

| [removed: 10.14] [added: 10.18] | | | [Form of Restricted Fund Unit Agreement – Deferred Awards (Feb 2021) – for UCITS staff – under Invesco Ltd. Deferred Incentive Plan, incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Securities and Exchange Commission on April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm) | | |

| [removed: 10.15] [added: 10.19] | | | [Form of Restricted Stock Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive 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 June 30, 2021, filed with the Securities and Exchange Commission on July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex101.htm) | | |

| [removed: 10.16] [added: 10.20] | | | [Form of Restricted Stock Unit Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May 2021), incorporated by reference to exhibit 10.2 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/ivz2q2021ex102.htm) | | |

| [removed: 10.17] [added: 10.21] | | | [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) | | |

| [removed: 10.18] [added: 10.22] | | | [Amendment No. 1 to Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as of January 1, 2013](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)[, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 19, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm) | | |

| [removed: 10.19] [added: 10.23] | | | [Invesco Ltd. Deferred Incentive Plan, as amended and restated January 30, 2018, incorporated by reference to exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex102.htm) [to] Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Securities and Exchange Commission on April 26, 2018](https://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex102.htm) | | |

| [removed: 10.20] [added: 10.24] | | | [Form of Aircraft Time Sharing Agreement incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 21, 2014](http://www.sec.gov/Archives/edgar/data/914208/000091420814000271/ex101910k2013.htm) | | |

| [removed: 10.21] [added: 10.25] | | | [Invesco Ltd. Executive Incentive Bonus Plan, as amended and restated effective January 1, 2013, incorporated by reference to Appendix A to Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513135608/d469475ddef14a.htm#toc469475_36) | | |

| [removed: 10.22] [added: 10.26] | | | [removed: [Second Amended and Restated Master Employment Agreement, dated April 1, 2011,] [added: [Letter Agreement] between [removed: the company and] Martin [removed: L. Flanagan,] [added: Flanagan and Invesco Ltd., dated February 28, 2023,] incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2011,] [added: 2023,] filed with the Securities and Exchange Commission on [removed: April 29, 2011](http://www.sec.gov/Archives/edgar/data/914208/000095012311041513/g26987exv10w1.htm)] [added: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex101.htm)] | | |

| [removed: 10.23] [added: 10.28] | | | [Global Partners Employment Contract, dated April 1, 2000, between INVESCO Pacific Holdings Limited and Andrew Lo, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on February 29, 2008](http://www.sec.gov/Archives/edgar/data/914208/000095014408001518/g11915exv10w17.htm) | | |

| [removed: 10.25] [added: 10.31] | | | [Agreement and Plan of Merger by and among MM Asset Management Holding LLC, Oppenheimer Acquisition Corp., Invesco Ltd., Gem Acquisition Corp. and Gem Acquisition Two Corp. dated as of October 17, 2018, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the Securities and Exchange Commission on October 24, 2018](http://www.sec.gov/Archives/edgar/data/914208/000091420818000411/ivz3q2018ex101.htm) | | |

| [removed: 10.26] [added: 10.32] | | | [First Amendment, dated as of April 11, 2019, to the Agreement and Plan of Merger, dated as of October 17, 2018, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000227/ivz1q2019ex104.htm) | | |

| [removed: 10.27] [added: 10.33] | | | [Second Amendment to the Agreement and Plan of Merger, dated May 24, 2019, by and among Invesco Ltd., Gem Acquisition Corp., Gem Acquisition Two Corp., MM Asset Management Holding LLC, and Oppenheimer Acquisition Corp., incorporated by reference to exhibit 2.3 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000260/exhibit2-305242019.htm) | | |

| [removed: 10.28] [added: 10.34] | | | [Shareholder Agreement, dated May 24, 2019, by and between Invesco Ltd. and Massachusetts Mutual Life Insurance Company, incorporated by reference to exhibit 10.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000260/ex10-105242019.htm) | | |

| 21.0 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex210subsidiarylisting2022.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex210.htm)] | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers LLP, dated [removed: February](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex231pwcconsentq42022.htm) [22](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex231pwcconsentq42022.htm)[, 202](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex231pwcconsentq42022.htm)[3](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex231pwcconsentq42022.htm)] [added: February 2](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ex231pwcconsentq42023.htm)[1](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ex231pwcconsentq42023.htm)[, 202](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ex231pwcconsentq42023.htm)[4](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ex231pwcconsentq42023.htm)] | | |

| 31.1 | | | [Certification [removed: of Martin L. Flanagan pursuant] [added: of](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex311.htm) [Andrew R. Schlossberg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex311.htm) [pursuant] to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex31110k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex311.htm)] | | |

| 31.2 | | | [Certification of L. Allison Dukes pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex31210k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex312.htm)] | | |

| 32.1 | | | [Certification [removed: of Martin L. Flanagan pursuant] [added: of](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm) [Andr](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm)[ew R.](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm) [](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm)[Schlossberg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm) [pursuant] to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex32110k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex321.htm)] | | |

| 32.2 | | | [Certification of L. Allison Dukes pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420823000297/ex32210k2022.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex322.htm)] | | |

| 101 | | | The following financial statements from the company’s Quarterly Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline [removed: XBRL (Extensible] [added: Extensible] Business Reporting [removed: Language):] [added: Language (iXBRL) :] (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags | | |

| 104 | | | The cover page from the company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL | | |

| 10.6 | | | [Form of Restricted Stock Award Agreement – 3-Year Cliff Time Vesting - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex103.htm) | | |

| 10.7 | | | [Form of Restricted Award Agreement for Executive Officers – Time Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the Securities and Exchange Commission on August 2, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000416/ivz2q2023ex101.htm) | | |

| 10.11 | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex104.htm) | | |

| 10.14 | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit 10.5 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex105.htm) | | |

| 10.27 | | | [Amendment to Letter Agreement between Martin Flanagan and Invesco Ltd., dated January 2, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex1027.htm) | | |

| 10.29 | | | [Letter Agreement between Gregory McGreevy and Invesco Ltd., dated February 14, 2023, incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange Commission on May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex102.htm) | | |

| 10.30 | | | [Amendment to Letter Agreement between Gregory McGreevey and Invesco Ltd., dated December 10, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex1030.htm) | | |

| 22.0 | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) | | |

| 97 | | | [Invesco Policy for Recoupment of Incentive Compensation](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) | | |

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

| By: | | | /s/ ANDREW R. SCHLOSSBERG | | |

| Name: | | | Andrew Schlossberg | | |

| | | | | | |

| Andrew Schlossberg | | | | | | | | |

| /s/ THOMAS P. GIBBONS | | | Director | | | February 21, 2024 | | |

| Thomas P. Gibbons | | | | | | | | |

| /s/ ELIZABETH. S. JOHNSON | | | Director | | | February 21, 2024 | | |

References herein to “AMVESCAP,” or “AMVESCAP PLC” are to the predecessor registrant to Invesco Ltd.)

| 4.5 | | | [Fourth Supplemental Indenture, dated October 14, 2015, for Invesco Finance PLC’s 3.750% Senior Notes due 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 October 14, 2015](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm) | | |

| 4.8 | | | [Form of 3.750% Senior Notes due 2026 (included in Exhibit 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) | | |

| 10.24 | | | [Senior Managing Director Agreement, between Andrew Lo and Invesco Group Services, Inc., effective as of January 1, 2010, incorporated by reference to exhibit 10.32 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012](http://www.sec.gov/Archives/edgar/data/914208/000091420812000332/ex1032loseniormanagingdirect.htm) | | |

| By: | | | /s/ MARTIN L. FLANAGAN | | |

| Name: | | | Martin L. Flanagan | | |

| Martin L. Flanagan | | | | | | | | |

| /s/ C. ROBERT HENRIKSON | | | Director | | | February 22, 2023 | | |

| C. Robert Henrikson | | | | | | | | |

| /s/ DENIS KESSLER | | | Director | | | February 22, 2023 | | |

| Denis Kessler | | | | | | | | |

Johnson was appointed to the Board of Directors effective February 15, 2023 and accordingly did not sign this Report