Invesco (IVZ) 10-K risk factor changes: FY2024 vs FY2023

- In the event of extreme circumstances, including an economic, political or business crisis, such as [removed: 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.

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

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

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

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $956.0] [added: $1,125.6] million in seed capital and co-investments.

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

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 [removed: under performance,] [added: underperformance,] which could result in client loss or redemptions and the loss of future business prospects, both of which would negatively impact our revenues and net income.

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 [removed: alternative,] [added: alternatives,] 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.

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 advisers, low cost, high speed financial applications and services and investment platforms based on [removed: artificial intelligence] [added: AI] and other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive.

Our private market products include investments in private credit, real estate, [added: private market funds of funds] and [added: direct] equity investments in [removed: early-stage real estate-related] [added: operating] companies [removed: which] [added: that] may expose our investment products, [added: our] clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: us] to risks and [removed: liabilities,] [added: liabilities] and [removed: us to] reputational harm.

Our private market products include investments in private credit, real estate, [added: private market funds of funds] and [added: direct] equity investments in [removed: early-stage real estate-related] [added: operating] companies that may expose our investment products, [added: our] clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: us] to risks and liabilities that are inherent in the ownership, management and operation of such [removed: investments.][added: investments as well as reputational harm.]

- risks related to investment in [added: “stressed” and] “distressed” securities, including abrupt and erratic market [removed: movements and] [added: movements,] above-average price [removed: volatility;][added: volatility and bankruptcy;]

- 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, [added: employment law and regulation,] foreign investment and environmental protection;

- the financial resources of tenants or loan counterparties; [removed: and]

- contingent liabilities on disposition of [removed: investments.][added: investments; and]

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 [removed: products and] [added: products, our] clients [removed: and us,] [added: and,] to the extent of our investment in such investment [removed: products.][added: products, us.]

Our investment products, clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: we] 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, [removed: client and us,] [added: clients and,] to the extent of our investment in such investment products, [added: we] incur credit [removed: risk,] [added: risk] or the risk of loss if the borrower or counterparty does not timely repay [removed: their] [added: its] loans or [removed: fail] [added: fails] to perform according to the terms of [removed: their agreements.][added: its agreement.]

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

The revenues and profitability of investment products, clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: us] 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 [removed: portfolio.][added: portfolio or decline in the value of collateral.]

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 [removed: earnings)] [added: earnings),] or [removed: both] [added: both,] may impair the ability of the borrower to make payment of principal and interest.

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

We may be unable to develop new products and [removed: services] [added: services,] and the development of new products and services may expose us to additional costs or operational risk.

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

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

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

[removed: These] [added: Further] risks [added: related to ESG investment strategies] include negative market [removed: perception,] [added: perception and] diminished sales effectiveness and regulatory and litigation consequences associated with greenwashing claims or driven by association with certain clients, industries or [added: products that may be inconsistent with our other clients’ ESG priorities.]

Our business also requires us to continuously manage actual and potential conflicts of interest, including situations where our services to a particular client conflict, or are perceived to conflict, with the interests of other clients or [removed: those of Invesco.][added: our own interests.]

If the updated or new systems, such as our State Street Alpha platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated [removed: systems it] [added: systems, our business] may [added: be] adversely [removed: affect our business.][added: affected.]

If we are unable to successfully recover from a man-made or natural disaster, [added: severe weather event,] health crisis or pandemic or other business continuity problem, we could suffer material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

If we were to experience a man-made or natural disaster, [added: severe weather event,] health crisis or pandemic, such as new variant of COVID-19, or other business continuity problem, our continued success will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations.

The carrying value of goodwill and other intangible assets on our balance sheet [added: has become impaired in the past and] could become [removed: impaired,] [added: impaired in the future,] which would adversely affect our results of operations.

Goodwill and intangible assets totaled [removed: $8,691.5] [added: $8,318.1] million and [removed: $5,848.1] [added: $5,749.3] million, respectively, at December 31, [removed: 2023.][added: 2024.]

We recorded a non-cash impairment of $1,248.9 million related to our [removed: indefinite-live] [added: indefinite-lived] intangible assets related to acquired management contracts of U.S. retail mutual funds during the [removed: 12 months] [added: year] ended December 31, 2023, and we may not realize the full value of our remaining goodwill and indefinite-lived intangible assets.

Our [added: revolving] credit agreement imposes operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under it were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full.

Our [added: revolving] credit agreement requires us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios.

The [added: revolving] credit agreement also contains customary affirmative operating covenants and negative covenants that, among other things, restrict certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens.

The breach of any covenant could result in a default under the [added: revolving] credit agreement.

In the event of any such default, lenders that are party to the [added: revolving] credit agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the [added: revolving] credit agreement, together with accrued interest and other fees, to be immediately due and payable.

If any indebtedness under the [added: revolving] credit agreement were subject to accelerated [removed: repayment] [added: repayment,] and if we had at that time a significant amount of outstanding debt under the [added: revolving] credit agreement, we might not have sufficient liquid assets to repay such indebtedness in full.

While inflation declined in 2024, our business is exposed to risks associated with inflation and fluctuations in interest rates should they increase in the future.

income.

- risks relating to minority equity investments and joint ventures, including limited control over the applicable portfolio investments or joint ventures;

- risks relating to reliance on underlying managers and funds to effect fund of funds programs;

- conflicts of interest related to investments in operating companies.

In the event of a default, investment returns will depend on the ability to foreclose and liquidate the collateral.

Disclosure requirements and expectations related to sustainability or ESG are increasing and evolving.

Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients.

Requirements and expectations related to commitment to and disclosures around sustainability or ESG topics continue to increase globally.

These requirements are distinct from typical financial reporting constructs, given their focus on the disclosure of future sustainability or ESG related goals and targets, the strategy and governance designed to achieve those targets, and reporting of relevant metrics delineating progress towards those targets.

Additionally, sustainability or ESG related disclosure requirements may use different definitions of materiality than those used for financial statement disclosures, including a focus on so-called “double materiality,” which can evaluate a sustainability or ESG matter as material, regardless of its direct impact on us, based on broader societal impacts.

Given evolving requirements and the associated standards, methodologies, processes, and controls related to sustainability and ESG related requirements and disclosures that may impact us or our clients, diverging requirements across jurisdictions, and distinct definitions and standards for materiality that could result in conflicting disclosures across frameworks, we may make disclosures that are incorrect or incomplete or fail to make required disclosures, which may result in regulatory or reputational consequences or that may directly or indirectly impact our ability to attract and retain clients.

Further, fiduciary, anti-competitive, voting power, governance, and other concerns with ESG investment strategies continue to be the subject of legislative and regulatory debate globally, particularly at both the federal and state levels in the U.S., the outcomes of which could impact both our asset management business and our clients, as well as, potentially, our investment activities more broadly.

Certain U.S. officials have suggested that sustainability or ESG related investing practices may result in violations of law, including antitrust laws, and breaches of fiduciary duty.

Views on sustainability or ESG practices, particularly those related to climate issues, have also become part of political discourse, which can amplify the reputational risks associated with such allegations.

Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility.

The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours.

While an ETF’s creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or units normally will trade at prices close to the ETF’s NAV, exchange prices may deviate significantly from the NAV.

ETF market prices are subject to numerous potential risks, including significant market volatility; imbalances in supply and demand; trading halts invoked by a stock exchange; and inability or unwillingness of market makers, authorized participants, settlement systems or other market participants to perform functions necessary for an ETF’s arbitrage.

If market events lead to instances where an ETF trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which may cause our AUM, revenue and net income to decline.

The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business.

We or our third-party vendors, clients or counterparties have developed, and may continue to develop or incorporate AI technology in certain business processes, services or products.

The development and use of AI present a number of risks and challenges to our business.

The legal and regulatory environment relating to AI is uncertain and rapidly evolving, in the U.S., and internationally, and includes regulation targeted specifically at AI technology, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.

These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively.

AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful.

In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs.

This limited transparency increases the challenges associated with assessing the proper operation of AI technology, understanding and monitoring the capabilities of the AI technology developed by third parties and, to that extent, are dependent

in part on the manner in which those third parties develop and train their models.

This results in risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility.

Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures.

In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks.

Generative AI, if used to perpetrate fraud or launch cyberattacks, could result in losses, liquidity outflows, or other adverse effects at a particular financial institution or exchange.

If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

- Regulations that place restrictions on outbound investments, such as the U.S. Department of Treasury’s Outbound Investment Screening Rule that became effective earlier this year, may impede our ability to provide certain products and add complexity to our compliance program with heightened regulatory requirements.

- Regulations pertaining to the integration of ESG factors in asset management.

In the EU, ESMA published in 2024 new guidelines on fund naming aimed at avoiding greenwashing practices.

In June 2024, the EU introduced a new set of measures that resulted in the establishment of the Anti Money Laundering Authority (AMLA), which will gradually assume the supervision and regulatory responsibilities for anti-money laundering within the EU.

- The application of antitrust, change in bank control and similar competition laws and regulations to the asset

Insurance costs are impacted by market

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

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

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

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

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

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

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

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

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

Without limiting the generality of the foregoing, regulators in the U.S. and other jurisdictions have taken and can be expected to continue to take a more aggressive posture in bringing enforcement proceedings.

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

Such measures in the EU generally have been, are being or will or would be implemented by national legislation in member states.

China’s PIPL introduced new reporting and disclosure requirements for organizations transferring personal data outside of China.

Specific rules on loan originating funds were also introduced, with potential implications for the structuring of such funds.

- Regulations designed to improve the resilience and transparency of money market funds, which could negatively impact the investment returns generated by these funds and their desirability as a cash management product in comparison to competing products such as bank deposits.

For example, in 2023 the SEC promulgated rules, which (among other requirements) increase certain liquidity requirements for U.S. money market funds and requires “institutional prime” money market funds to impose mandatory liquidity fees on redeeming investors in certain circumstances.

Liquidity fees in particular may negatively impact investors’ perception of money market funds and make them less desirable, resulting in a reduction in our money market fund AUM.

In the U.K., the FCA is considering changes to the U.K. Money Market Fund regime to improve the resilience of the sector through changes to the minimum liquid assets requirements and enhancements to the liquidity management processes.

- EU and U.K. regulations pertaining to integrating ESG topics.

In the EU, European Securities and Markets Authority is planning to issue new guidelines on fund naming which will aim at avoiding greenwashing practices.

- Amendments to the European Market Infrastructure Regulation (EMIR) requirements in the EU and the U.K. to align with international standards.

In the context of the EMIR 3.0 negotiations, contemplated changes to the EU framework could require counterparties to hold and use an EU domiciled account when entering into certain derivatives.

Also in the EU, the European Commission finalized amendments to the Markets in Financial Instruments Directive/Markets in Financial Instruments Regulation framework to amend trading and improve transparency rules through the creation of a new consolidated tape.

In the U.K., an in-depth reshape of wholesale market rules has been started and will aim at improving the functioning and competitiveness of the U.K. financial markets following the exit from the EU.

- Limitations on ownership or control of certain physical commodity futures contracts and other physical commodity related derivatives positions under regulations of the CFTC which could result in capacity constraints for our products that employ these instruments as part of their investment strategy.

- Limitations on holdings of certain physical commodity futures contracts and other physical commodity related derivatives positions under regulations of the CFTC which could result in capacity constraints for our products that employ physical commodities as part of their investment strategy.

- Regulations impacting the standard of care that financial intermediaries providing investment recommendations owe to retail investors, under the SEC’s Regulation Best Interest and retirement plans and account holders, under the DOL’s Employee Retirement Income Security Act of 1974 (ERISA) fiduciary investment advice rules.

In late 2023, the DOL proposed a package of new and amended regulations that would revise and expand the definition of investment advice fiduciary and could greatly complicate and alter the retail and institutional marketplace for investment products and services to retirement plans and IRA owners.

In particular, this proposal could subject certain of our sales and distribution activities in connection with retirement plan investors to a fiduciary standard of care, which could substantially increase our compliance costs.

In the U.K., the new “consumer duty” was introduced in 2023 and has had an impact on the product governance rules and the distribution of our retail products in the U.K. In the EU, a new Retail Investment Strategy (RIS) was released in 2023 to enhance retail investors’ participation in capital markets.

It is currently being negotiated respectively within the EU Parliament and EU Council.

The RIS should result in a number of legislative changes to the retail investment rules, in particular on product disclosures, investors’ protection, inducement, and retail products governance areas.

Enhanced regulations in China governing data security and cross-border data transfers, including the revised counter espionage law, that could increase our compliance burdens and restrict certain business and investments data generated within China from being transferred abroad.

- With respect to certain privately offered investment vehicles, the SEC proposed rules to prohibit certain activities of the managers of such vehicles, including obtaining exculpation or limitations on liability for negligent acts, potentially increasing our potential liability as managers of these products.

These proposals would materially increase reporting to the SEC for certain in-scope vehicles, potentially increasing compliance burdens and costs.

Further, additional proposals mandate incremental reporting to investors which may levy additional costs on these vehicles impacting performance.

- Recently promulgated SEC regulations impacting the private funds that we sponsor and manage.

These regulations impose prescriptive investor quarterly reporting requirements, which may levy additional costs on these fund that impact performance and limit certain activities that we may undertake with these funds, which could negatively impact the desirability of these funds for certain investors.

- Other changes impacting the identity or organizational structure of regulators with supervisory authority over us.

The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For the comparison of [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s [removed: 2022] [added: 2023] Annual Report on Form 10-K, filed with the SEC on February [removed: 22, 2023.][added: 21, 2024.]

The table below summarizes the year ended December 31 returns based on price appreciation/(depreciation) of several major market indices for [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| MSCI Emerging Markets | | | [removed: U.S. Dollar] | | | | | | [removed: 7.0%] [added: 5.1%] | | | | | | [removed: (22.4)%] [added: 7.0%] | | | | | | | | |

We [added: also] remain highly focused on our capital priorities, investing in our key capabilities, [removed: and] efficiently allocating [removed: resources.][added: resources, and simplifying and streamlining the organization to position the company for greater scale, performance and improved profitability.]

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

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

The company provides investment management services to, and has transactions with, [removed: retail mutual funds and other] investment products sponsored by the company [removed: for the investment of client assets] in the normal course of business.

The [removed: company serves] [added: company's investment adviser subsidiaries serve] as [removed: the] investment [removed: manager,] [added: managers to these products,] making day-to-day investment decisions concerning the assets of the products.

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

If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider [removed: them] [added: these assets] to be company assets.

To assess the impact of CIP on the company's Results of Operations and Balance Sheet Discussion, refer to Part II, Item 8, Financial Statements and Supplementary Data, Note [removed: 19,] [added: 18,] "Consolidated Investment Products."

To [removed: further] enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses (non-operating income/expense) sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Summary operating information for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] is presented in the table below.

| U.S. GAAP Financial Measures Summary | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Operating revenues | | | $ | [removed: 5,716.4] [added: 6,067.0] | | | | | $ | [removed: 6,048.9] [added: 5,716.4] | | | | | $ | [removed: 6,894.5] [added: 6,048.9] | |

| Operating income/(loss) | | | $ | [removed: (434.8)] [added: 832.1] | | | | | $ | [removed: 1,317.7] [added: (434.8)] | | | | | $ | [removed: 1,788.2] [added: 1,317.7] | |

| Operating margin | | | [removed: (7.6)] [added: 13.7] | | % | | | | [removed: 21.8] [added: (7.6)] | | % | | | | [removed: 25.9] [added: 21.8] | | % |

| Net income/(loss) attributable to Invesco Ltd. | | | $ | [removed: (333.7)] [added: 538.0] | | | | | $ | [removed: 683.9] [added: (333.7)] | | | | | $ | [removed: 1,393.0] [added: 683.9] | |

| Diluted earnings per share (EPS) | | | $ | [removed: (0.73)] [added: 1.18] | | | | | $ | [removed: 1.49] [added: (0.73)] | | | | | $ | [removed: 2.99] [added: 1.49] | |

| Net revenues | | | $ | [removed: 4,310.7] [added: 4,400.5] | | | | | $ | [removed: 4,645.0] [added: 4,310.7] | | | | | $ | [removed: 5,261.1] [added: 4,645.0] | |

| Adjusted operating income | | | $ | [removed: 1,213.5] [added: 1,370.7] | | | | | $ | [removed: 1,614.8] [added: 1,213.5] | | | | | $ | [removed: 2,182.6] [added: 1,614.8] | |

| Adjusted operating margin | | | [removed: 28.2] [added: 31.1] | | % | | | | [removed: 34.8] [added: 28.2] | | % | | | | [removed: 41.5] [added: 34.8] | | % |

| Adjusted net income attributable to Invesco Ltd. | | | $ | [removed: 689.7] [added: 781.7] | | | | | $ | [removed: 773.2] [added: 689.7] | | | | | $ | [removed: 1,439.6] [added: 773.2] | |

| Adjusted diluted earnings per share (EPS) | | | $ | [removed: 1.51] [added: 1.71] | | | | | $ | [removed: 1.68] [added: 1.51] | | | | | $ | [removed: 3.09] [added: 1.68] | |

| Ending AUM (billions) | | | $ | [removed: 1,585.3] [added: 1,846.0] | | | | | $ | [removed: 1,409.2] [added: 1,585.3] | | | | | $ | [removed: 1,610.9] [added: 1,409.2] | |

| Average AUM (billions) | | | $ | [removed: 1,500.6] [added: 1,712.2] | | | | | $ | [removed: 1,452.5] [added: 1,500.6] | | | | | $ | [removed: 1,499.9] [added: 1,452.5] | |

Invesco's first strategic objective [removed: reflects] [added: is] a commitment to deliver the excellence our clients expect, which includes strong investment performance over the long-term for our clients.

The table below presents [removed: the one-, three-, five-, and ten-year] [added: investment] performance of our actively managed investment products measured by the percentage of [added: our] AUM in the [removed: top half of benchmark] [added: first] and [removed: in] [added: second quartile compared to our peers and above benchmark for] the [removed: top half of] [added: investment capabilities for which] peer [removed: group.(1)][added: and benchmark data are available.(1)]

| | | | 1yr | | | 3yr | | | 5yr | | | [removed: 10yr] | | | [removed: | | |] 1yr | | | 3yr | | | 5yr | | | [removed: 10yr] | | | [added: 1yr | | | 3yr | | | 5yr | | |]

| [removed: Equities (2)] [added: Fundamental Equities] | | | [added: 33] | | [added: %] | [added: 37] | | [added: %] | [added: 35] | | [added: %] | | | | [added: 38] | | [added: %] | [added: 27] | | [added: %] | [added: 20] | | [added: %] | | | | [added: 46] | | [added: %] | [added: 44 | | % | 46 | | % |]

| Fixed [removed: Income (2) | | | | | |] [added: Income Indices] | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: U.S.] [added: Fundamental] Fixed Income [removed: (11%)] | | | [removed: 84] [added: 40] | | % | [removed: 86] [added: 40] | | % | [removed: 85] [added: 38] | | % | [removed: 97] | | [removed: %] | [added: 26] | | [added: %] | [removed: 48] [added: 23] | | % | 44 | | % | [removed: 70] | | [added: | 60 | |] % | [removed: 92] [added: 52] | | % | [added: 60 | | % |]

AUM measured [removed: versus benchmark on a] [added: in the] one, [removed: three, five] [added: three] and [removed: ten] [added: five] year [removed: basis] [added: quartile rankings] represents [removed: 54%, 54%, 50%] [added: 37%, 37%] and [removed: 45%] [added: 37%] of total Invesco AUM, respectively, and AUM measured versus [removed: peer group] [added: benchmark] on a one, [removed: three, five] [added: three] and [removed: ten] [added: five] year [removed: quartile rankings] [added: basis] represents [removed: 42%, 42%, 42%] [added: 48%, 47%,] and [removed: 38%] [added: 45%] of total Invesco AUM as of [removed: December 31, 2023.][added: 12/31/2024.]

Peer group [removed: rankings] [added: ranking] are sourced from a widely-used [removed: third-party] [added: third party] ranking agency in each fund’s market [removed: (e.g., Morningstar,] [added: (Morningstar,] IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD.

The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, these [added: net flows] can have a significant impact on overall net revenue yield.

Changes in [added: Active and Passive] AUM [removed: by Investment approach] were as follows:

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Beginning Assets (January 1) | | | $ | [removed: 1,409.2] [added: 1,585.3] | | | | | $ | [removed: 976.2] [added: 985.3] | | | | | $ | [removed: 433.0] [added: 600.0] | | | | | $ | [removed: 1,610.9] [added: 1,409.2] | | | | | $ | [removed: 1,082.5] [added: 976.2] | | | | | $ | [removed: 528.4] [added: 433.0] | | | | | $ | [removed: 1,349.9] [added: 1,610.9] | | | | | $ | [removed: 979.3] [added: 1,082.5] | | | | | $ | [removed: 370.6] [added: 528.4] | |

| Long-term inflows | | | [removed: 299.1] [added: 419.0] | | | | | | [removed: 164.3] [added: 194.0] | | | | | | [removed: 134.8] [added: 225.0] | | | | | | [removed: 330.3] [added: 299.1] | | | | | | [removed: 197.9] [added: 164.3] | | | | | | [removed: 132.4] [added: 134.8] | | | | | | [removed: 426.8] [added: 330.3] | | | | | | [removed: 260.2] [added: 197.9] | | | | | | [removed: 166.6] [added: 132.4] | | |

| Equity Indices - Domestic | | | | | | | | | 2024 | | | | | | 2023 | | | | | | | | |

| S&P 500 | | | | | | | | | 23.3% | | | | | | 24.2% | | | | | | | | |

| S&P 500 Equal-Weight | | | | | | | | | 10.9% | | | | | | 11.6% | | | | | | | | |

| S&P 500 Growth | | | | | | | | | 35.2% | | | | | | 28.4% | | | | | | | | |

| S&P 500 Values | | | | | | | | | 9.8% | | | | | | 19.8% | | | | | | | | |

| NASDAQ 100 | | | | | | | | | 24.9% | | | | | | 53.8% | | | | | | | | |

| Equity Indices - Global | | | | | | | | | | | | | | | | | | | | | | | |

| FTSE 100 (local currency) | | | | | | | | | 5.7% | | | | | | 3.8% | | | | | | | | |

| MSCI AC Asia Pacific | | | | | | | | | 7.2% | | | | | | 8.8% | | | | | | | | |

| MSCI China (local currency) | | | | | | | | | 15.7% | | | | | | (13.2)% | | | | | | | | |

| MSCI Europe (local currency) | | | | | | | | | 5.8% | | | | | | 12.7% | | | | | | | | |

| MSCI Japan (local currency) | | | | | | | | | 18.5% | | | | | | 25.9% | | | | | | | | |

| Bloomberg US Aggregate Bond | | | | | | | | | 1.3% | | | | | | 5.5% | | | | | | | | |

| Bloomberg Global Aggregated Bond | | | | | | | | | (1.7)% | | | | | | 5.7% | | | | | | | | |

| Bloomberg China Aggregated Bond | | | | | | | | | 4.9% | | | | | | 2.7% | | | | | | | | |

We continued to make progress in executing our strategic priorities and leveraging our competitive advantages to improve operating performance in 2024.

Higher operating revenues along with expense discipline contributed to an increase in operating income from the prior year.

See additional discussion in the "Results of Operations" section.

We are delivering on our commitment to improve our leverage profile and maintain a strong balance sheet.

We redeemed our $600 million senior notes, that were due on January 30, 2024, and we ended the year with cash and cash equivalents of $1 billion and a zero balance on our revolving credit facility.

dividends.

During the year, the company repurchased 2.9 million common shares for $49.6 million in the open market, and we expect to continue common share repurchases on a regular basis going forward.

| | | | 1st Quartile | | | | | | | | | | | | 2nd Quartile | | | | | | | | | | | | Above Benchmark | | | | | | | | |

| Overall | | | 48 | | % | 49 | | % | 47 | | % | | | | 23 | | % | 20 | | % | 23 | | % | | | | 64 | | % | 62 | | % | 68 | | % |

| Multi-Asset | | | 40 | | % | 34 | | % | 30 | | % | | | | 23 | | % | 12 | | % | 28 | | % | | | | 61 | | % | 61 | | % | 72 | | % |

| Transfer | | | — | | | | | | (3.4) | | | | | | 3.6 | | | | | | (0.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

Total AUM by Investment Capability (3)

| | | | Twelve months ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (in billions) | | | Total | | | | | | ETFs and Index (4) | | | | | | Fundamental Fixed Income (5) | | | | | | Fundamental Equities (6) | | | | | | Private Markets (7) | | | | | | APAC Managed (8) | | | | | | Multi-Asset/ Other (9) | | | | | | Global Liquidity (10) | | | | | | QQQ (11) | | |

| Beginning Assets (January 1) | | | $ | 1,585.3 | | | | | $ | 362.1 | | | | | $ | 272.6 | | | | | $ | 260.5 | | | | | $ | 129.7 | | | | | $ | 108.0 | | | | | $ | 57.4 | | | | | $ | 165.0 | | | | | $ | 230.0 | |

| Long-term inflows | | | 419.0 | | | | | | 192.7 | | | | | | 68.5 | | | | | | 35.7 | | | | | | 25.0 | | | | | | 86.7 | | | | | | 10.4 | | | | | | — | | | | | | — | | |

| Long-term outflows | | | (353.9) | | | | | | (121.4) | | | | | | (60.7) | | | | | | (59.9) | | | | | | (20.9) | | | | | | (78.1) | | | | | | (12.9) | | | | | | — | | | | | | — | | |

| Net long-term flows | | | 65.1 | | | | | | 71.3 | | | | | | 7.8 | | | | | | (24.2) | | | | | | 4.1 | | | | | | 8.6 | | | | | | (2.5) | | | | | | — | | | | | | — | | |

| Total net flows | | | 118.3 | | | | | | 71.3 | | | | | | 7.8 | | | | | | (24.2) | | | | | | 4.1 | | | | | | 8.4 | | | | | | (1.8) | | | | | | 23.6 | | | | | | 29.1 | | |

| Reinvested distributions | | | 16.0 | | | | | | 0.5 | | | | | | 2.1 | | | | | | 11.6 | | | | | | 0.8 | | | | | | — | | | | | | 0.6 | | | | | | 0.4 | | | | | | — | | |

| Market gains and losses | | | 142.7 | | | | | | 53.2 | | | | | | 3.2 | | | | | | 21.2 | | | | | | (4.6) | | | | | | 5.6 | | | | | | 3.8 | | | | | | 0.5 | | | | | | 59.8 | | |

| Foreign currency translation | | | (16.3) | | | | | | (3.1) | | | | | | (4.6) | | | | | | (2.6) | | | | | | (1.5) | | | | | | (3.2) | | | | | | (1.2) | | | | | | (0.1) | | | | | | — | | |

| Ending Assets (December 31) | | | $ | 1,846.0 | | | | | $ | 484.0 | | | | | $ | 281.1 | | | | | $ | 266.5 | | | | | $ | 128.5 | | | | | $ | 118.8 | | | | | $ | 58.8 | | | | | $ | 189.4 | | | | | $ | 318.9 | |

| Average AUM | | | $ | 1,712.2 | | | | | $ | 423.8 | | | | | $ | 276.9 | | | | | $ | 269.4 | | | | | $ | 128.5 | | | | | $ | 112.1 | | | | | $ | 59.8 | | | | | $ | 165.9 | | | | | $ | 275.8 | |

| | | | Twelve months ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

| Equity Index | | | Index expressed in currency | | | | | | 2023 | | | | | | 2022 | | | | | | | | |

| S&P 500 | | | U.S. Dollar | | | | | | 24.2% | | | | | | (19.4)% | | | | | | | | |

| FTSE 100 | | | British Pound | | | | | | 3.8% | | | | | | 0.9% | | | | | | | | |

| FTSE 100 | | | U.S. Dollar | | | | | | 9.5% | | | | | | (9.8)% | | | | | | | | |

| S&P/TSX 60 Index | | | Canadian Dollar | | | | | | 8.2% | | | | | | (9.2)% | | | | | | | | |

| S&P/TSX 60 Index | | | U.S. Dollar | | | | | | 10.9% | | | | | | (15.1)% | | | | | | | | |

| Bond Index | | | | | | | | | | | | | | | | | | | | | | | |

| Barclays U.S. Aggregate Bond | | | U.S. Dollar | | | | | | 5.5% | | | | | | (13.0)% | | | | | | | | |

One of Invesco's core strengths, and a key differentiator for the company within the industry, is our diversification across asset classes, distribution channels and geographies.

This broad diversification 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.

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

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

We ended the year with no balance on our floating rate credit agreement and our Cash and cash equivalents balance increased to $1.5 billion.

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,

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

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.

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

Andrew R.

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

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

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

| | | | Benchmark Comparison | | | | | | | | | | | | | | | Peer Group Comparison | | | | | | | | | | | |

| | | | % of AUM In Top Half of Benchmark | | | | | | | | | | | | | | | % of AUM In Top Half of Peer Group | | | | | | | | | | | |

| U.S. Core (4%) | | | 22 | | % | 43 | | % | 31 | | % | 17 | | % | | | | 18 | | % | 11 | | % | 22 | | % | 12 | | % |

| U.S. Growth (6%) | | | — | | % | 11 | | % | 25 | | % | 41 | | % | | | | 49 | | % | — | | % | 62 | | % | 11 | | % |

| U.S. Value (7%) | | | 63 | | % | 92 | | % | 63 | | % | 92 | | % | | | | 63 | | % | 63 | | % | 63 | | % | 50 | | % |

| Sector (1%) | | | 64 | | % | 8 | | % | 2 | | % | 25 | | % | | | | 73 | | % | 29 | | % | 31 | | % | 54 | | % |

As such, the impact on [removed: Operating] [added: operating] margin or net income of a decline in the market values of AUM may be greater [removed: or less] than the percentage decline in the market value of AUM.

| [added: (in millions)] | | | December 31, [removed: 2023 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2024] | | | | | | [added: December 31, 2023] | | |

| Total assets measured at fair value exposed to market risk | | | $ | [removed: 272.4] [added: 371.2] | | | | | $ | [removed: 299.6] [added: 408.3] | | | | | $ | [removed: 245.2] [added: 334.1] | | | | | | | | | | | | | | | | | | | |

(1)If such a 10% increase or decrease in fair values were to occur, the change attributable to [removed: $272.4] [added: $371.2] million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.

At December 31, [removed: 2023, $196.7] [added: 2024, $219.6] 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, the company has a total return swap (TRS) to economically hedge certain deferred compensation [removed: plans.][added: plan liabilities.]

The notional value of the TRS at December 31, [removed: 2023] [added: 2024] was [removed: $393.0] [added: $421.2] million.

Cash balances invested in money market funds of [removed: $927.8] [added: $479.3] million have been excluded from the table above.

On December 31, [removed: 2023,] [added: 2024,] the interest rates on 100.0% of the company's borrowings were fixed for a weighted average period of [removed: 6.0] [added: 8.9] years, and the company had a balance of zero on its [removed: floating rate] [added: revolving] credit agreement.

| Fixed rate | | | $ | [removed: 1,489.5] [added: 890.6] | | | | | $ | [removed: 1,487.6] [added: 1,489.5] | |

| Total | | | $ | [removed: 1,489.5] [added: 890.6] | | | | | $ | [removed: 1,487.6] [added: 1,489.5] | |

| Weighted average interest rate percentage | | | [removed: 4.3] [added: 4.6] | | % | | | | [removed: 4.2] [added: 4.3] | | % |

| Weighted average period for which rate is fixed in years | | | [removed: 6.0] [added: 8.9] | | | | | | [removed: 7.0] [added: 6.0] | | |

[removed: The company also has certain investments in foreign operations, whose] [added: In addition, the] net assets and [added: financial] results of [added: the company's foreign] operations are exposed to foreign currency translation risk when translated into U.S. Dollars upon consolidation into Invesco.

Item 8, Financial Statements and Supplementary Data, Note [removed: 17, "Geographic] [added: 16, "Segment and Geographic] Information," contains disclosure of revenue by geography.

Net foreign exchange revaluation [added: gains and] losses were [removed: $0.9 million] [added: zero] in [removed: 2023 (2022: $2.4] [added: 2024 (2023: $0.9] million of [removed: gains)] [added: losses)] and are included in General and administrative expenses and Other gains and losses, net on the Consolidated Statements of Income.

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity investments (1) | | | $ | 371.2 | | | | | $ | 408.3 | | | | | $ | 334.1 | | | | | | | | | | | | | | | | | | | |

| Net investments in CIP (2) | | | $ | 401.4 | | | | | $ | 441.5 | | | | | $ | 361.3 | | | | | | | | | | | | | | | | | | | |

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

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

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

Assets held for policyholders of $393.9 million have also been excluded from the table above.

The entity holds assets that are managed for its clients on its balance sheet with an equal and offsetting liability to the policyholders, which is linked to the value of the investments.

The investments and the Policyholder payables held by this business are carried in the Consolidated Balance Sheets as separate account assets and liabilities at fair value in accordance with ASC Topic 944, “Financial Services - Insurance.” Changes in fair value are recorded and offset to zero in the Consolidated Statements of Income in other operating revenues.

Increases or decreases in the fair value of these investments will therefore have no impact to our pre-tax earnings.

| (in millions) | | | December 31, 2023 | | | | | | December 31, 2022 | | |

Invesco Ltd. (the [removed: Parent) and] [added: Parent), along with] its consolidated [removed: subsidiaries] [added: entities] (collectively, Invesco or the [removed: company)] [added: company),] is an independent investment management firm dedicated to delivering a superior investment experience.

As of December 31, [removed: 2023,] [added: 2024,] the firm managed approximately [removed: $1.6] [added: $1.85] trillion in assets for investors around the world.

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

*Individuals and Institutions expect personalized outcomes and [removed: experience.*][added: experience*]

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

[removed: - The] [added: Additionally, the] U.S. and China will continue to be the dominant global wealth [added: markets, and global asset management leaders will need a considerable footprint in these] markets.

*Structural shifts in client portfolio [removed: allocations.*][added: allocations*]

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

- Investors have been shifting their investment strategies toward [removed: lower fee offerings,] [added: passively managed strategies,] and we believe this trend will continue.

*Leading asset managers must quickly curate options that solve clients’ [removed: problems.*][added: problems*]

We believe the [removed: steps we have taken over the past decade strengthened our ability] [added: depth and breadth of Invesco's platform position us] to understand, [removed: anticipate] [added: anticipate,] and meet [removed: client needs and will help ensure Invesco is well-positioned to compete] [added: our clients' needs, successfully competing] within our industry over the long term.

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

The [removed: company focuses on] [added: firm's strategic priorities are aligned with] four key long-term [removed: strategic objectives] [added: themes] that are designed to sharpen our focus on [removed: client] [added: clients'] needs, further strengthen our business over time and help ensure our long-term success:

- Provide [added: a holistic value proposition including] advice and solutions to help our clients best manage their portfolios and succeed with their own clients.

We take a unified approach to our business and present our financial statements and other disclosures under [removed: the single] [added: one] operating [removed: segment] [added: segment,] “investment management.”

AUM disclosed as retail [removed: channel] AUM include AUM distributed by the company's retail sales [removed: team.][added: teams.]

AUM disclosed as institutional [removed: channel] AUM include AUM distributed by the company's institutional sales [removed: team.][added: teams.]

The company operates as an integrated global investment [removed: manager, presenting itself as a single firm to clients around the world.][added: manager.]

| ● Closed-end Mutual Funds | | | | | | ● [removed: Collective Trust Funds] [added: ETFs] | | | | | |

| ● Exchange-traded funds (ETFs) | | | | | | ● [removed: ETFs] [added: Institutional Separate Accounts] | | | | | |

| ● Investment Companies with Variable Capital [added: (ICVC)] | | | | | | ● [removed: Open-end Mutual] [added: Private] Funds | | | | | |

| ● Investment Trusts | | | | | | [removed: ● Private Funds] | | | | | |

| ● Société d'investissement à Capital Variable [added: (SICAV)] | | | | | | | | | | | |

Retail AUM were [removed: $1,042.0] [added: $1,265.6] billion at December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] Invesco's U.S. retail business, including our ETFs franchise, is among the leading asset managers in the 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: $83.6] [added: $93.2] billion at December 31, [removed: 2023.][added: 2024.]

Institutional AUM were [removed: $543.3] [added: $580.4] billion at December 31, [removed: 2023.][added: 2024.]

One of Invesco's competitive strengths is the diversification of AUM by client domicile, distribution channel and [removed: asset class.][added: investment capability.]

The following tables present a breakdown of AUM by client domicile, distribution channel and [removed: asset class] [added: investment capability] as of December 31, [removed: 2023.][added: 2024.]

See the company's disclosures regarding the changes in AUM for the year ended December 31, [removed: 2023] [added: 2024] in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” for additional information regarding [removed: the] changes in AUM.

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

| | | | | | | | | | | | | [removed: ![Distribution] [added: ![Dec 2024 Distribution] Channel [removed: Pie Chart.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz-20231231_g3.jpg)] [added: v2.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz-20241231_g3.jpg)] | | |

| Active vs. Passive | | | | | | | | | | | | [removed: ![Active] [added: ![Dec 2024 Active] vs Passive [removed: Pie Chart.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz-20231231_g5.jpg)] [added: v2.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz-20241231_g5.jpg)] | | |

As of December 31, [removed: 2023,] [added: 2024,] the company had [removed: 8,489] [added: 8,508] (December 31, [removed: 2022: 8,611)] [added: 2023: 8,489)] employees with an on-the-ground presence in over 20 countries.

- Investors are selecting active strategies and place a high bar on proven and consistent performance.

We have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders.

- Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions.

- Grow high demand private markets capabilities leveraging our strong retail channel and expanding investment strategies.

- Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles.

- Embed next generation technology across all aspects of the business

- Strengthen financial flexibility emphasizing operating leverage

| ● Alternative Investment Funds (AIF) | | | | | | ● Collective Trust Funds | | | | | |

| ● Individual Savings Accounts | | | | | | ● Open-end Mutual Funds | | | | | |

| ● Real Estate Investment Trusts (REIT) | | | | | | | | | | | |

| ● Private Funds | | | | | | | | | | | |

| c Americas | | | $ | 1,315.5 | | | | | 16.0 | | % | | | |

| c EMEA | | | 260.3 | | | | | | 20.6 | | % | | | |

| c APAC | | | 270.2 | | | | | | 14.7 | | % | | | |

| Total | | | $ | 1,846.0 | | | | | | | | | | |

| c Retail | | | $ | 1,265.6 | | | | | 21.5 | | % | | | |

| c Institutional | | | 580.4 | | | | | | 6.8 | | % | | | |

| Total | | | $ | 1,846.0 | | | | | | | | | | |

| By Investment Capability | | | | | | | | | | | |  | | |

| c ETFs and Index | | | $ | 484.0 | | | | | 33.7 | | % | | | |

| c Fundamental Fixed Income | | | 281.1 | | | | | | 3.1 | | % | | | |

| c Fundamental Equities | | | 266.5 | | | | | | 2.3 | | % | | | |

| c Private Markets | | | 128.5 | | | | | | (0.9) | | % | | | |

| c APAC Managed | | | 118.8 | | | | | | 10.0 | | % | | | |

| c Multi-Asset/Other | | | 58.8 | | | | | | 2.4 | | % | | | |

| c Global Liquidity | | | 189.4 | | | | | | 14.8 | | % | | | |

| c QQQ | | | 318.9 | | | | | | 38.7 | | % | | | |

| Total | | | $ | 1,846.0 | | | | | | | | | | |

| c Active | | | $ | 1,026.5 | | | | | 4.2 | | % | | | |

| c Passive | | | 819.5 | | | | | | 36.6 | | % | | | |

| Total | | | $ | 1,846.0 | | | | | | | | | | |

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

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

- 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.

- 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.

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

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

The following sets forth our major managed investment objectives by asset class:

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

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

| Equity | | | Fixed Income | | | Balanced | | | Alternatives | | | Money Market | | |

| ● Core/Value/Growth Style | | | ● Buy and Hold | | | ● Balanced Risk | | | ● Absolute Return | | | ● Cash Plus | | |

| ● Custom Solutions | | | ● Convertibles | | | ● Custom Solutions | | | ● Commodities | | | ● Custom Solutions | | |

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

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

| ● International/Global | | | ● Emerging Markets | | | ● Single Country | | | ● Direct Lending | | | ● Taxable | | |

| ● Large/Mid/Small Cap | | | ● ESG | | | ● Target Risk | | | ● Distressed Debt | | | ● Tax-Free | | |

| ● Low Volatility/Defensive | | | ● Government Bonds | | | ● Traditional Balanced | | | ● ESG | | | | | |

| ● Passive/Enhanced | | | ● High-Yield Bonds | | | | | | ● Financial Structures | | | | | |

| ● Regional/Single Country | | | ● International/Global | | | | | | ● Global Macro | | | | | |

| ● Smart Beta/Factor-based | | | ● Investment Grade Credit | | | | | | ● Infrastructure and MLPs | | | | | |

| ● Thematic/Sector | | | ● Multi-Sector | | | | | | ● Long/Short Equity | | | | | |

| | | | ● Municipal Bonds | | | | | | ● Managed Futures | | | | | |

| | | | ● Passive/Enhanced | | | | | | ● Multi-Alternatives | | | | | |

| | | | ● Regional/Single Country | | | | | | ● Private Real Estate | | | | | |

| | | | ● Short/Ultra-Short Duration | | | | | | ● Public Real Estate Securities | | | | | |

| | | | ● Smart Beta/Factor-based | | | | | | ● Senior Secured Loans | | | | | |

| | | | ● Stable Value | | | | | | | | | | | |

| | | | ● Structured Securities | | | | | | | | | | | |

| ● Individual Savings Accounts | | | | | | ● Institutional Separate Accounts | | | | | |

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

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

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

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

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

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

| By Asset Class | | | | | | | | | | | |  | | |

| c Equity | | | $ | 823.7 | | | | | 29.3 | | % | | | |

| c Fixed Income | | | 325.7 | | | | | | 3.8 | | % | | | |

See Item 8, Financial Statements and Supplementary Data, Note [removed: 18,] [added: 17,] "Commitments and Contingencies" for information regarding legal proceedings.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

Yes [removed: ☑ No] ☐ [added: No ☑]

At June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting stock held by non-affiliates was [removed: $6.0] [added: $5.5] 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: 2024,] [added: 2025,] the most recent practicable date, the number of Common Shares outstanding was [removed: 449,204,268.][added: 447,601,799.]

The registrant will incorporate by reference information required in response to Part [added: II, Item 5 and 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: 2023.][added: 2024.]

| [Glossary of Defined [removed: Terms](#i6234e6c3045c4bb4b3e8dfc71ced6344_10)] [added: Terms](#i35ca94e1fd024ff589ba30053619a910_10)] | | | [removed: [i](#i6234e6c3045c4bb4b3e8dfc71ced6344_10)] [added: [i](#i35ca94e1fd024ff589ba30053619a910_10)] | | |

| [Special Cautionary Note Regarding Forward-Looking [removed: Statements](#i6234e6c3045c4bb4b3e8dfc71ced6344_13)] [added: Statements](#i35ca94e1fd024ff589ba30053619a910_13)] | | | [removed: [1](#i6234e6c3045c4bb4b3e8dfc71ced6344_13)] [added: [1](#i35ca94e1fd024ff589ba30053619a910_13)] | | |

| [Item 1. [removed: Business](#i6234e6c3045c4bb4b3e8dfc71ced6344_19)] [added: Business](#i35ca94e1fd024ff589ba30053619a910_22)] | | | [removed: [4](#i6234e6c3045c4bb4b3e8dfc71ced6344_19)] [added: [4](#i35ca94e1fd024ff589ba30053619a910_22)] | | |

| [Item 1A. Risk [removed: Factors](#i6234e6c3045c4bb4b3e8dfc71ced6344_22)] [added: Factors](#i35ca94e1fd024ff589ba30053619a910_25)] | | | [removed: [10](#i6234e6c3045c4bb4b3e8dfc71ced6344_22)] [added: [10](#i35ca94e1fd024ff589ba30053619a910_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i6234e6c3045c4bb4b3e8dfc71ced6344_25)] [added: Comments](#i35ca94e1fd024ff589ba30053619a910_28)] | | | [removed: [25](#i6234e6c3045c4bb4b3e8dfc71ced6344_25)] [added: [26](#i35ca94e1fd024ff589ba30053619a910_28)] | | |

| [Item 1C. [removed: Cybersecurity](#i6234e6c3045c4bb4b3e8dfc71ced6344_2748779071315)] [added: Cybersecurity](#i35ca94e1fd024ff589ba30053619a910_31)] | | | [removed: [25](#i6234e6c3045c4bb4b3e8dfc71ced6344_2748779071315)] [added: [26](#i35ca94e1fd024ff589ba30053619a910_31)] | | |

| [Item 2. [removed: Properties](#i6234e6c3045c4bb4b3e8dfc71ced6344_28)] [added: Properties](#i35ca94e1fd024ff589ba30053619a910_34)] | | | [removed: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_28)] [added: [27](#i35ca94e1fd024ff589ba30053619a910_34)] | | |

| [Item 3. Legal [removed: Proceedings](#i6234e6c3045c4bb4b3e8dfc71ced6344_31)] [added: Proceedings](#i35ca94e1fd024ff589ba30053619a910_37)] | | | [removed: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_31)] [added: [27](#i35ca94e1fd024ff589ba30053619a910_37)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i6234e6c3045c4bb4b3e8dfc71ced6344_34)] [added: Disclosures](#i35ca94e1fd024ff589ba30053619a910_40)] | | | [removed: [26](#i6234e6c3045c4bb4b3e8dfc71ced6344_34)] [added: [27](#i35ca94e1fd024ff589ba30053619a910_40)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6234e6c3045c4bb4b3e8dfc71ced6344_40)] [added: Securities](#i35ca94e1fd024ff589ba30053619a910_46)] | | | [removed: [27](#i6234e6c3045c4bb4b3e8dfc71ced6344_40)] [added: [28](#i35ca94e1fd024ff589ba30053619a910_46)] | | |

| [Item 6. [removed: \[Reserved\]](#i6234e6c3045c4bb4b3e8dfc71ced6344_43)] [added: \[Reserved\]](#i35ca94e1fd024ff589ba30053619a910_49)] | | | [removed: [29](#i6234e6c3045c4bb4b3e8dfc71ced6344_43)] [added: [30](#i35ca94e1fd024ff589ba30053619a910_49)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6234e6c3045c4bb4b3e8dfc71ced6344_46)] [added: Operations](#i35ca94e1fd024ff589ba30053619a910_52)] | | | [removed: [29](#i6234e6c3045c4bb4b3e8dfc71ced6344_46)] [added: [30](#i35ca94e1fd024ff589ba30053619a910_52)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6234e6c3045c4bb4b3e8dfc71ced6344_94)] [added: Risk](#i35ca94e1fd024ff589ba30053619a910_136)] | | | [removed: [58](#i6234e6c3045c4bb4b3e8dfc71ced6344_94)] [added: [59](#i35ca94e1fd024ff589ba30053619a910_136)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i6234e6c3045c4bb4b3e8dfc71ced6344_97)] [added: Data](#i35ca94e1fd024ff589ba30053619a910_139)] | | | [removed: [60](#i6234e6c3045c4bb4b3e8dfc71ced6344_97)] [added: [62](#i35ca94e1fd024ff589ba30053619a910_139)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i6234e6c3045c4bb4b3e8dfc71ced6344_187)] [added: Disclosure](#i35ca94e1fd024ff589ba30053619a910_229)] | | | [removed: [100](#i6234e6c3045c4bb4b3e8dfc71ced6344_187)] [added: [101](#i35ca94e1fd024ff589ba30053619a910_229)] | | |

| [Item 9A. Controls and [removed: Procedures](#i6234e6c3045c4bb4b3e8dfc71ced6344_190)] [added: Procedures](#i35ca94e1fd024ff589ba30053619a910_232)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_190)] [added: [101](#i35ca94e1fd024ff589ba30053619a910_232)] | | |

| [Item 9B. Other [removed: Information](#i6234e6c3045c4bb4b3e8dfc71ced6344_193)] [added: Information](#i35ca94e1fd024ff589ba30053619a910_235)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_193)] [added: [101](#i35ca94e1fd024ff589ba30053619a910_235)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6234e6c3045c4bb4b3e8dfc71ced6344_196)] [added: Inspections](#i35ca94e1fd024ff589ba30053619a910_238)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_196)] [added: [101](#i35ca94e1fd024ff589ba30053619a910_238)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6234e6c3045c4bb4b3e8dfc71ced6344_202)] [added: Governance](#i35ca94e1fd024ff589ba30053619a910_244)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_202)] [added: [102](#i35ca94e1fd024ff589ba30053619a910_244)] | | |

| [Item 11. Executive [removed: Compensation](#i6234e6c3045c4bb4b3e8dfc71ced6344_205)] [added: Compensation](#i35ca94e1fd024ff589ba30053619a910_247)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_205)] [added: [102](#i35ca94e1fd024ff589ba30053619a910_247)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6234e6c3045c4bb4b3e8dfc71ced6344_208)] [added: Matters](#i35ca94e1fd024ff589ba30053619a910_250)] | | | [removed: [101](#i6234e6c3045c4bb4b3e8dfc71ced6344_208)] [added: [102](#i35ca94e1fd024ff589ba30053619a910_250)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6234e6c3045c4bb4b3e8dfc71ced6344_211)] [added: Independence](#i35ca94e1fd024ff589ba30053619a910_253)] | | | [removed: [102](#i6234e6c3045c4bb4b3e8dfc71ced6344_211)] [added: [102](#i35ca94e1fd024ff589ba30053619a910_253)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i6234e6c3045c4bb4b3e8dfc71ced6344_214)] [added: Services](#i35ca94e1fd024ff589ba30053619a910_256)] | | | [removed: [102](#i6234e6c3045c4bb4b3e8dfc71ced6344_214)] [added: [102](#i35ca94e1fd024ff589ba30053619a910_256)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6234e6c3045c4bb4b3e8dfc71ced6344_220)] [added: Schedules](#i35ca94e1fd024ff589ba30053619a910_262)] | | | [removed: [103](#i6234e6c3045c4bb4b3e8dfc71ced6344_220)] [added: [103](#i35ca94e1fd024ff589ba30053619a910_262)] | | |

| [Item 16. Form 10-K [removed: Summary](#i6234e6c3045c4bb4b3e8dfc71ced6344_223)] [added: Summary](#i35ca94e1fd024ff589ba30053619a910_265)] | | | [removed: [103](#i6234e6c3045c4bb4b3e8dfc71ced6344_223)] [added: [103](#i35ca94e1fd024ff589ba30053619a910_265)] | | |

| Covenant Adjusted EBITDA | | | — | | | A financial measure set forth in covenants in our [added: revolving] 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 | | |

Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flows, capital expenditures, and assets under management (AUM) [removed: which] [added: that] 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, geopolitical events and 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.

- competitive pressures in the investment management business, including consolidation, which may force us to reduce fees we [removed: earn;][added: charge;]

- exposure through certain investment products to [removed: credits] [added: credit] losses in excess of our expectations and risks related to early stage real estate-related companies;

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

- the selling of our common stock by our significant shareholders; [removed: and]

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

- Our private market products include investments in private credit, real estate, [added: private market funds of funds] and [added: direct] equity investments in [removed: early-stage real estate-related] [added: operating] companies [removed: which] [added: that] may expose our investment products, [added: our] clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: us] to risks and [removed: liabilities,] [added: liabilities] and [removed: us] to reputational harm.

- Our investment products, clients [removed: and us,] [added: and,] to the extent of our investment in such investment products, [added: we] 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.

| [PART I](#i35ca94e1fd024ff589ba30053619a910_19) | | | | | |

| [PART II](#i35ca94e1fd024ff589ba30053619a910_43) | | | | | |

| [PART III](#i35ca94e1fd024ff589ba30053619a910_241) | | | | | |

| [PART IV](#i35ca94e1fd024ff589ba30053619a910_259) | | | | | |

| [Exhibits](#i35ca94e1fd024ff589ba30053619a910_268) | | | [103](#i35ca94e1fd024ff589ba30053619a910_268) | | |

| [Signatures](#i35ca94e1fd024ff589ba30053619a910_271) | | | [106](#i35ca94e1fd024ff589ba30053619a910_271) | | |

| AI | | | — | | | Artificial Intelligence | | |

| AIF | | | — | | | Alternative Investment Funds | | |

| Board | | | — | | | Board of Directors | | |

| CODM | | | — | | | Chief Operating Decision Maker | | |

| ESMA | | | — | | | European Securities and Markets Authority | | |

| Long-term awards | | | — | | | Common share-based awards and other long-term awards | | |

| Revolving credit agreement or credit facility | | | — | | | Sixth amended and restated credit agreement, dated as of April 26, 2023, among Invesco Finance PLC and Bank of America included within Exhibit 10.1 of this Annual Report on Form 10-K | | |

- failure to meet disclosure requirements and expectations related to sustainability or ESG, and

- Disclosure requirements and expectations related to sustainability or environmental, social, and governance (ESG) are increasing and evolving.

Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients.

- Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our exchange-traded funds (ETFs) platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility.

- The recent advancements in and increased use of artificial intelligence (AI) present risks and challenges that may adversely impact our business.

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

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

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

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

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

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

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

| CFTC | | | — | | | Commodity Future Trading Commission | | |

| DOL | | | — | | | The Department of Labor | | |

| EMIR | | | — | | | European Market Infrastructure Regulation | | |

| LIBOR | | | — | | | The London Inter-Bank Offered Rate | | |

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

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

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

- impact of climate-change;

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

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

The Global Security Department oversees, among others, the following groups across Invesco: Information Security, [removed: Global Privacy,] [added: Strategic Intelligence, Corporate Security,] Business [removed: Continuity and] [added: Continuity,] Crisis Management, [removed: Resilience,] [added: Global Privacy Office, Business Security, Projects] and [removed: Corporate Security.][added: Strategy.]

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

- Proactive assessments of technical infrastructure and security resilience are performed on a regular [removed: basis] [added: 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 [added: existing] third-party service providers and continuous monitoring for new third-party cybersecurity incidents.

- Regular cyber phishing tests throughout the year to measure and raise employee awareness [removed: against] [added: of] cyber phishing threats.

Important to these programs is our investment in [removed: threat-intelligence,] [added: 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.

[removed: Our] [added: The company's] Board [removed: of Directors] oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections.

The members of this Committee include the Chief [removed: Administrative] [added: Information and Operations] Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, [removed: and] [added: as well as other] Global Operational Risk Owners which includes the GCSO.

The Committee reports to the Enterprise Risk Management [removed: Committee] [added: Committee,] which provides updates to the Board to facilitate [removed: their] [added: its] oversight.

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, [removed: Head of Privacy and the subsidiary’s CISO, as well as the company’s GCSO and CISO.]

As of December 31, [removed: 2023,] [added: 2024,] 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.

Head of Privacy and the subsidiary’s CISO, as well as the company’s GCSO and CISO.

The subsidiary’s CISO provides updates to the Board to facilitate its oversight at least annually.

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

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

Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 5,000] [added: 4,800] 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: 2018] [added: 2019] through and including the last trading day in the fiscal year ended December 31, [removed: 2023] [added: 2024] and compares it to the cumulative total return of the Standard & Poor's (S&P) 500 Index and to a group of peer investment management companies.

![5- Year Cumulative [removed: Total] Return [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz-20231231_g6.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz-20241231_g6.jpg)]

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: 2023] [added: 2024] and is incorporated by reference in this Report.

The following table shows common share repurchase activity during the three months ended December 31, [removed: 2023:][added: 2024:]

(1) An aggregate of [removed: 151,324] [added: 45,596] 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: 2023.][added: 2024.]

(2) At December 31, [removed: 2023,] [added: 2024,] a balance of [removed: $382.2] [added: $332.6] million remains available under the common share repurchase authorization approved by the Board on July 22, 2016.

| October 1 - 31, 2024 | | | 498,346 | | | | | | $ | 17.81 | | | | | 482,194 | | | | | | $ | 348.7 | |

| November 1 - 30, 2024 | | | 450,757 | | | | | | $ | 17.82 | | | | | 438,237 | | | | | | $ | 340.8 | |

| December 1 - 31, 2024 | | | 475,546 | | | | | | $ | 17.89 | | | | | 458,622 | | | | | | $ | 332.6 | |

| | | | 1,424,649 | | | | | | | | | | | | 1,379,053 | | | | | | | | |

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

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

| [Annual Report of Management on Internal Control over Financial [removed: Reporting](#i6234e6c3045c4bb4b3e8dfc71ced6344_100)] [added: Reporting](#i35ca94e1fd024ff589ba30053619a910_142)] | | | [removed: [61](#i6234e6c3045c4bb4b3e8dfc71ced6344_100)] [added: [63](#i35ca94e1fd024ff589ba30053619a910_142)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6234e6c3045c4bb4b3e8dfc71ced6344_103)] [added: Firm](#i35ca94e1fd024ff589ba30053619a910_145)] (PCAOB ID 238) | | | [removed: [62](#i6234e6c3045c4bb4b3e8dfc71ced6344_103)] [added: [64](#i35ca94e1fd024ff589ba30053619a910_145)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[23](#i6234e6c3045c4bb4b3e8dfc71ced6344_106) [and 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [added: 2024 and 2023](#i35ca94e1fd024ff589ba30053619a910_148)] | | | [removed: [65](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [added: [66](#i35ca94e1fd024ff589ba30053619a910_148)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [added: 202](#i35ca94e1fd024ff589ba30053619a910_151)[4](#i35ca94e1fd024ff589ba30053619a910_151)[, 202](#i35ca94e1fd024ff589ba30053619a910_151)[3](#i35ca94e1fd024ff589ba30053619a910_151) [and](#i35ca94e1fd024ff589ba30053619a910_151) [2022](#i35ca94e1fd024ff589ba30053619a910_148)] | | | [removed: [66](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)] [added: [67](#i35ca94e1fd024ff589ba30053619a910_151)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_112) [and 20](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)21] [added: 2024, 2023 and 2022](#i35ca94e1fd024ff589ba30053619a910_154)] | | | [removed: [67](#i6234e6c3045c4bb4b3e8dfc71ced6344_112)] [added: [68](#i35ca94e1fd024ff589ba30053619a910_154)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i6234e6c3045c4bb4b3e8dfc71ced6344_115) [202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_109)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_109) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [added: 31,](#i35ca94e1fd024ff589ba30053619a910_157) [202](#i35ca94e1fd024ff589ba30053619a910_151)[4](#i35ca94e1fd024ff589ba30053619a910_151)[, 202](#i35ca94e1fd024ff589ba30053619a910_151)[3](#i35ca94e1fd024ff589ba30053619a910_151) [and](#i35ca94e1fd024ff589ba30053619a910_151) [202](#i35ca94e1fd024ff589ba30053619a910_148)[2](#i35ca94e1fd024ff589ba30053619a910_148)] | | | [removed: [68](#i6234e6c3045c4bb4b3e8dfc71ced6344_115)] [added: [69](#i35ca94e1fd024ff589ba30053619a910_157)] | | |

| [Consolidated Statements of Changes in Equity as of and for the years ended December 31, [removed: 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[3](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[, 202](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)[2](#i6234e6c3045c4bb4b3e8dfc71ced6344_118) [and](#i6234e6c3045c4bb4b3e8dfc71ced6344_118) [20](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)[21](#i6234e6c3045c4bb4b3e8dfc71ced6344_106)] [added: 202](#i35ca94e1fd024ff589ba30053619a910_160)[4](#i35ca94e1fd024ff589ba30053619a910_160)[, 202](#i35ca94e1fd024ff589ba30053619a910_160)[3](#i35ca94e1fd024ff589ba30053619a910_160) [and](#i35ca94e1fd024ff589ba30053619a910_160) [202](#i35ca94e1fd024ff589ba30053619a910_148)[2](#i35ca94e1fd024ff589ba30053619a910_148)] | | | [removed: [69](#i6234e6c3045c4bb4b3e8dfc71ced6344_118)] [added: [70](#i35ca94e1fd024ff589ba30053619a910_160)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i6234e6c3045c4bb4b3e8dfc71ced6344_121)] [added: Statements](#i35ca94e1fd024ff589ba30053619a910_163)] | | | [removed: [72](#i6234e6c3045c4bb4b3e8dfc71ced6344_121)] [added: [73](#i35ca94e1fd024ff589ba30053619a910_163)] | | |

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: 2023.][added: 2024.]

Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

We have audited the accompanying consolidated balance sheets of Invesco Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes [removed: 1, 2] [added: 1] and 5 to the consolidated financial statements, the Company’s management contracts indefinite-lived intangible assets, net balance was [removed: $5,705.4] [added: $5,651.7] million as of December 31, [removed: 2023.][added: 2024, of which a significant portion relates to indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds.]

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

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 [removed: 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 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 [removed: revenue forecast, the] long-term growth rate and the discount rate.

| (in millions, except per share data) | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [added: 986.5 | | | | | $ |] 1,469.2 | | | | | $ | 1,234.7 | |

| Accounts receivable | | | [removed: 701.5] [added: 740.8] | | | | | | [removed: 801.8] [added: 701.5] | | |

| Investments | | | [removed: 919.1] [added: 1,240.0] | | | | | | [removed: 996.6] [added: 919.1] | | |

| [removed: Assets of CIP:] [added: ASSETS] | | | | | | | | | | | |

| Cash and cash equivalents of CIP | | | [added: 509.5 | | | | | |] 462.4 | | | | | | 199.4 | | |

| Accounts receivable and other assets of CIP | | | [removed: 250.1] [added: 372.3] | | | | | | [removed: 203.7] [added: 250.1] | | |

| Investments of CIP | | | [removed: 8,765.9] [added: 7,492.7] | | | | | | [removed: 8,531.4] [added: 8,765.9] | | |

| Assets held for policyholders | | | [removed: 393.9] | | | | | | [removed: 668.7] | | | [added: | | | — | | | | | | | | | | | | 393.9 | | |]

| Property, equipment and software, net | | | [removed: 599.5] [added: 479.0] | | | | | | [removed: 561.1] [added: 599.5] | | |

| Intangible assets, net | | | [removed: 5,848.1] [added: 5,749.3] | | | | | | [removed: 7,141.2] [added: 5,848.1] | | |

| Goodwill | | | [removed: 8,691.5] [added: 8,318.1] | | | | | | [removed: 8,557.7] [added: 8,691.5] | | |

| Total assets | | | $ | [removed: 28,933.8] [added: 27,008.9] | | | | | $ | [removed: 29,756.8] [added: 28,933.8] | |

| Accrued compensation and benefits | | | $ | [removed: 900.4] [added: 1,029.2] | | | | | $ | [removed: 860.8] [added: 900.4] | |

| Accounts payable and accrued expenses | | | [removed: 1,294.4] [added: 1,285.3] | | | | | | [removed: 1,314.8] [added: 1,688.3] | | |

| [removed: Liabilities of CIP:] [added: LIABILITIES] | | | | | | | | | | | |

| Debt of CIP | | | [removed: 7,121.8] [added: 6,200.9] | | | | | | [removed: 6,590.4] [added: 7,121.8] | | |

| Other liabilities of CIP | | | [removed: 492.1] [added: 652.2] | | | | | | [removed: 329.6] [added: 492.1] | | |

| Policyholder payables [added: (1)] | | | [removed: 393.9] | | | | | | [removed: 668.7] | | | [added: | | | — | | | | | | | | | | | | (393.9) | | |]

| Debt | | | [removed: 1,489.5] [added: 890.6] | | | | | | [removed: 1,487.6] [added: 1,489.5] | | |

February 25, 2025

| Other assets | | | 1,120.7 | | | | | | 1,226.5 | | |

| Investments and other assets of CIP (1): | | | 8,374.5 | | | | | | 9,478.4 | | |

| Debt and other liabilities of CIP (1): | | | 6,853.1 | | | | | | 7,613.9 | | |

(1) See Note 18, “Consolidated Investment Products,” for balances related to consolidated VIEs.

| Marketing | | | 81.3 | | | | | | 82.1 | | | | | | 94.6 | | |

| General and administrative | | | 594.7 | | | | | | 567.6 | | | | | | 493.6 | | |

| Net income/(loss) | | | $ | 752.4 | | | | | $ | (168.2) | | | | | $ | 925.5 | |

| Borrowings of revolving credit agreement | | | 2,269.5 | | | | | | — | | | | | | — | | |

| Repayments of revolving credit agreement | | | (2,269.5) | | | | | | — | | | | | | — | | |

| January 1, 2024 | | | $ | 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 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 774.8 | | | | | | — | | | | | | 774.8 | | | | | | 31.4 | | | | | | 806.2 | | | | | | (53.8) | | |

| December 31, 2024 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,334.6 | | | | | $ | (2,852.7) | | | | | $ | 6,990.4 | | | | | $ | (1,036.1) | | | | | $ | 14,559.9 | | | | | $ | 564.2 | | | | | $ | 15,124.1 | | | | | $ | 544.7 | |

Accounting Pronouncements Recently Adopted

The adoption of this amendment resulted in additional disclosures, see Note 16, "Segment and Geographic Information."

The adoption of this amendment will result in incremental disclosures within the Consolidated Financial Statements.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standards Update 2024-03, "Disaggregation of Income Statement Expenses" (ASU 2024-03).

The standard requires the disaggregated disclosure of certain income statement items.

The financial information of certain CIP is included in the company's Consolidated Financial Statements on a lag (generally three months) based upon the availability of fund financial information.

Reclassifications

During the year ended December 31, 2024, expenses for client-related travel and entertainment and outsourced services were reclassified to General and administrative expenses.

The impact of this reclassification on the Consolidated Statements of Income is as follows:

- For the twelve months ended December 31, 2024: decreased Marketing and Property, office and technology expenses by $28.9 million and $92.7 million, respectively, and increased General and administrative by $121.6 million.

- For the twelve months ended December 31, 2023: decreased Marketing and Property, office and technology expenses by $21.3 million and $95.9 million, respectively, and increased General and administrative by $117.2 million.

The reclassification had no impact on our reported Operating revenues, Operating income, Net income, or any internal performance measure on which management is compensated.

During the year ended December 31, 2024, the company and IndusInd International Holdings Limited, a company organized under the laws of the Republic of Mauritius, entered into a definitive agreement to form a joint venture through the sale of 60% of the company's stake in Invesco Asset Management (India) Private Limited, a wholly owned subsidiary.

The transaction is expected to close in 2025.

As a result, Invesco Asset Management (India) Private Limited's business has been classified as held for sale and the associated assets and liabilities are presented on the Consolidated Balance Sheets within Other assets and Accounts payable and accrued expenses, respectively.

Change in Accounting Estimate

In September 2024, the company made changes to the retirement criteria for vesting of currently outstanding long-term awards which resulted in a change in estimate for long-term awards granted to employees who meet the criteria.

The change to the criteria became effective during the year ended December 31, 2024 and resulted in the accelerated recognition of $147.6 million in Employee compensation expense.

Equity method investments include investments over which the company is deemed to have significant influence.

Significant influence typically exists when the company owns between 20% to 50% of an investee, although other factors are considered including representation on the Board, the concentration of other shareholders and the impacts of contractual arrangements.

In January 2024, all funds were distributed to customers.

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 850.5 | | | | | $ | 850.5 | | | | | $ | — | | | | | $ | — | |

| Total | | | $ | (10.7) | | | | | $ | — | | | | | $ | (9.4) | | | | | $ | (1.3) | |

| Contingent consideration liability | | | (1.3) | | | | | | — | | | | | | — | | | | | | (1.3) | | |

| December 31, 2024 | | | | | | | | | | | | | | | | | |

| Other (1) | | | 195.7 | | | | | | (162.6) | | | | | | 33.1 | | |

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

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

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

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.

If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, a quantitative impairment test is performed at the reporting unit level.

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

The principal method of determining fair value of the reporting unit is an income approach where estimated future cash flows are discounted to arrive at a single present value amount.

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.

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.

February 21, 2024

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| | | | As of | | | | | | | | |

| Other assets | | | 832.6 | | | | | | 860.5 | | |

| | | | Years ended December 31, | | | | | | | | | | | | | | |

| Marketing | | | 103.4 | | | | | | 114.9 | | | | | | 98.6 | | |

| General and administrative | | | 450.4 | | | | | | 380.2 | | | | | | 424.1 | | |

| Settlement of forward contracts on treasury shares | | | — | | | | | | — | | | | | | (309.4) | | |

| Collateral received/(returned), net | | | — | | | | | | — | | | | | | (104.1) | | |

| Payment of contingent consideration | | | — | | | | | | — | | | | | | (11.8) | | |

| January 1, 2021 | | | $ | 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 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,629.8 | | | | | | — | | | | | | 1,629.8 | | | | | | 301.6 | | | | | | 1,931.4 | | | | | | 38.0 | | |

| December 31, 2021 | | | $ | 4,010.5 | | | | | $ | 113.2 | | | | | $ | 7,688.0 | | | | | $ | (3,043.6) | | | | | $ | 7,169.2 | | | | | $ | (441.5) | | | | | $ | 15,495.8 | | | | | $ | 672.2 | | | | | $ | 16,168.0 | | | | | $ | 510.8 | |

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

The company has elected the fair value option under ASC Topic 825-10-25 to measure the assets of all consolidated CLOs at fair value.

Equity method investments include investments over which the company is deemed to have significant influence, including corporate joint ventures and non-controlled entities, and co-investments in certain managed funds generally structured as partnerships or similar vehicles.

Investments in joint ventures are investments jointly controlled by the company and external parties.

One of the company's subsidiaries, Invesco Pensions Limited, is an insurance entity that was established to facilitate retirement savings plans in the U.K. The entity holds assets that are managed for its clients on its balance sheet with an equal and offsetting liability to the policyholders, which is linked to the value of the investments.

The investments are legally segregated and are generally not available for use by the company.

Investments and policyholder payables held by this business meet the definition of financial instruments and are carried in the Consolidated Balance Sheets as separate account assets and liabilities at fair value in accordance with ASC Topic 944, “Financial Services - Insurance.” Changes in fair value are recorded and offset to zero in the Consolidated Statements of Income.

leasehold improvements over the shorter of the lease term or useful life of the improvement; and computers and other equipment between three and seven years.

The initial forfeiture rate applied to most grants is 3% per year, based upon the company's historical experience with respect to employee turnover.

The company may, from time to time, designate certain intercompany debt as non-derivative net investment hedging instruments against foreign currency exposure related to its net investment in foreign operations.

| Foreign time deposits (1) | | | | | | | | | | | | | | | — | | | | | | | | | | | | 25.7 | | |

| Assets held for policyholders | | | | | | | | | | | | | | | 393.9 | | | | | | | | | | | | 668.7 | | |

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

There were no changes in internal control over financial reporting that occurred during the three months ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Rule 10b5-1 Trading Plans*

During the fiscal quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Invesco adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

None.

Invesco filed the certification of its Chief Executive Officer with the NYSE in [removed: 2023] [added: 2024] as required pursuant to Section 303A of the NYSE Listed Company Manual.

The [added: other] 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: 2023,] [added: 2024,] under the captions “Our Executive Officers,” “Corporate Governance,” “Board of Directors,” "Delinquent Section 16(a) Reports" [added: (to the extent there are any late filings to report)] and possibly elsewhere therein.

Invesco has an Insider Trading Policy (the “Invesco Ltd. Insider Trading Policy”) that applies to all executive officers, directors, employees, temporary employees, consultants and independent contractors of Invesco and our subsidiaries and certain covered family members and controlled entities.

The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of Invesco’s securities, as well as the applicable rules and regulations of the NYSE.

The Insider Trading Policy addresses the implementation of certain pre-clearance procedures and trading blackout periods in Invesco’ securities (including common stock, debt, options, and other related derivative securities) for covered persons.

A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report.

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 10.23 [removed: and 10.21 through 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.

| 4.3 | | | [Third Supplemental Indenture, dated November 12, 2013, for Invesco Finance PLC’s 5.375% Senior Notes due 2043, among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit [removed: 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] [added: 4.3 to] Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm) | | |

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

| 4.6 | | | [Form of 3.750% Senior Notes due 2026 (included in Exhibit [removed: 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)] [added: 4.4)](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)] | | |

| 4.7 | | | [Description of Securities of Invesco [removed: Ltd.',] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)[,] incorporated by reference to exhibit 4.11 to Invesco’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm) | | |

| 10.3 | | | [Invesco Ltd. 2016 Global Equity [removed: Plan,](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) [as] [added: Plan, as] amended and [removed: 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] [added: restated, incorporated] by reference to exhibit 10.1 to Invesco’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q for the quarter ended June 30, 2024,] filed with the Securities and Exchange Commission on [removed: May 17, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm)] [added: July 31, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000335/ivz2q2024ex101.htm)] | | |

| 10.4 | | | [Invesco Ltd. 2010 Global Equity Incentive Plan (ST), as amended and restated [removed: on October 10, 2017,] [added: effective February 28, 2024,] incorporated by reference to exhibit [removed: 4.2] [added: 10.1] to Invesco’s [added: Quarterly Report on] Form [removed: S-8,] [added: 10-Q,] filed with the Securities and Exchange Commission on May [removed: 14, 2019](http://www.sec.gov/Archives/edgar/data/914208/000119312519146511/d748765dex42.htm)] [added: 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex101.htm)] | | |

| 10.9 | | | [Form of Restricted Stock [added: Unit] Award Agreement - Time Vesting - [removed: with respect to Martin L. Flanagan -] under the Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit [removed: 10.18] [added: 10.19] to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101810k2016.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101910k2016.htm)] | | |

| 10.10 | | | [Form of Restricted Stock Unit Award Agreement - [removed: Time] [added: Performance] Vesting [removed: -] under [removed: the] Invesco Ltd. 2016 Global Equity Incentive Plan, [added: as amended and restated (February 2023),] incorporated by reference to exhibit [removed: 10.19] [added: 10.4] to Invesco’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2016,] [added: 2023,] filed with the Securities and Exchange Commission on [removed: February 23, 2017](http://www.sec.gov/Archives/edgar/data/914208/000091420817000328/ex101910k2016.htm)] [added: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex104.htm)] | | |

| [removed: 10.11] [added: 10.12] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting [added: - for UCITS staff -] under Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (February 2023), incorporated by reference to exhibit [removed: 10.4] [added: 10.5] to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Securities and Exchange [removed: Commission] on May 3, [removed: 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex104.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex105.htm)] | | |

| [removed: 10.12] [added: 10.11] | | | [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: 10.13] [added: 10.18] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting [removed: with respect to Martin L. Flanagan] [added: - for UCITS staff -] under [removed: the] Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated [removed: (May 2021),] [added: (February 2024),] incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form [removed: 10-Q for the quarter ended June 30, 2021,] [added: 10-Q,] filed with the Securities and Exchange Commission on [removed: July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex104.htm)] [added: May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex104.htm)] | | |

| 10.14 | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting - for UCITS staff - under [added: the] Invesco Ltd. 2016 Global Equity Incentive [removed: Plan, as amended and restated (February 2023),] [added: Plan (Feb 2020),] incorporated by reference to exhibit [removed: 10.5] [added: 10.2] to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023,] [added: 2020,] filed with the Securities and Exchange [added: Commission] on [removed: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex105.htm)] [added: April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)] | | |

| [removed: 10.15] [added: 10.13] | | | [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: 10.16] [added: 10.15] | | | [Form of Restricted [removed: Stock] [added: Fund] Unit [removed: Award] Agreement - [removed: Performance Vesting] [added: Upfront Awards] - for UCITS staff - under [removed: the] Invesco Ltd. [removed: 2016 Global Equity] [added: Deferred] Incentive Plan (Feb 2020), incorporated by reference to exhibit [removed: 10.2] [added: 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, [removed: 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm)] | | |

| [removed: 10.17] [added: 10.16] | | | [Form of Restricted Fund Unit Agreement [removed: - Upfront] [added: – Deferred] Awards [removed: -] [added: (Feb 2021) –] for UCITS staff [removed: -] [added: –] under Invesco Ltd. Deferred Incentive [removed: Plan (Feb 2020),] [added: Plan,] incorporated by reference to exhibit [removed: 10.3] [added: 10.4] to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission on April [removed: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm)] [added: 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)] | | |

| [removed: 10.18] [added: 10.17] | | | [Form of Restricted [removed: Fund] [added: Stock] Unit [added: Award] Agreement [removed: – Deferred Awards (Feb 2021) – for UCITS staff –] [added: - Performance Vesting] under Invesco Ltd. [removed: Deferred] [added: 2016 Global Equity] Incentive Plan, [added: as amended and restated (February 2024),] incorporated by reference to exhibit [removed: 10.4] [added: 10.3] to Invesco’s Quarterly Report on Form [removed: 10-Q for the quarter ended March 31, 2021,] [added: 10-Q,] filed with the Securities and Exchange Commission on [removed: April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)] [added: May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex103.htm)] | | |

| [removed: 10.21] [added: 10.22] | | | [Invesco Ltd. Amended and Restated [removed: 2005 Non-Qualified] Deferred [removed: Compensation] [added: Incentive] Plan, effective as of [removed: January 1, 2009,] [added: February 28,2024,] incorporated by reference to exhibit [removed: 10.8] [added: 10.2] to Invesco’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K for the year ended December 31, 2008,] [added: 10-Q,] filed with the Securities and Exchange Commission on [removed: February 27, 2009](https://www.sec.gov/Archives/edgar/data/914208/000091420809000511/ex108.htm)] [added: May 1, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000276/ivz1q2024ex102.htm)] | | |

| [removed: 10.22] [added: 97] | | | [removed: [Amendment No. 1 to Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as] [added: [Invesco Policy for Recoupment] of [removed: January 1, 2013](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)[, incorporated] [added: Incentive Compensation](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[,](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[incorporated] by reference to [removed: exhibit 10.19 to Invesco’s] [added: the exhibit](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [97](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [to Invesco's] Annual Report on Form 10-K for the year ended December 31, [removed: 2020, filed with] [added: 2023, file](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[d](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm) [with] the Securities and Exchange Commission on February [removed: 19, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)] [added: 21,](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)[](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)] | | |

| 10.23 | | | [Invesco Ltd. [removed: Deferred] [added: Executive] Incentive [added: Bonus] Plan, as amended and restated [added: effective] January [removed: 30, 2018,] [added: 1, 2013,] incorporated by reference to [removed: exhibit 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] [added: Appendix A to Proxy Statement] on [removed: Form 10-Q for the quarter ended March 31, 2018,] [added: Schedule 14A] filed with the Securities and Exchange Commission on April [removed: 26, 2018](https://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex102.htm)] [added: 1, 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513135608/d469475ddef14a.htm#toc469475_36)] | | |

| [removed: 10.26] [added: 10.29] | | | [removed: [Letter Agreement between Martin Flanagan] [added: [Shareholder Agreement, dated May 24, 2019, by] and [added: between] Invesco [removed: Ltd., dated February 28, 2023,] [added: Ltd. and Massachusetts Mutual Life Insurance Company,] incorporated by reference to exhibit 10.1 to Invesco’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended March 31, 2023,] [added: 8-K,] filed with the Securities and Exchange Commission on May [removed: 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex101.htm)] [added: 24, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000260/ex10-105242019.htm)] | | |

| [removed: 10.28] [added: 10.25] | | | [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: 10.29] [added: 22.0] | | | [removed: [Letter Agreement between Gregory McGreevy] [added: [Subsidiary Guarantors] and [removed: Invesco Ltd., dated February 14, 2023,] [added: Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm)[,] incorporated by reference to [added: the] exhibit [removed: 10.2] [added: 22.0] to [removed: Invesco’s Quarterly] [added: Invesco's Annual] Report on Form [removed: 10-Q] [added: 10-K] for [removed: the quarter] [added: the](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) [year] ended [removed: March] [added: December] 31, 2023, [removed: filed with] [added: file](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm)[d](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm) [with] the Securities and Exchange Commission on [removed: May 3, 2023](https://www.sec.gov/Archives/edgar/data/914208/000091420823000338/ivz1q2023ex102.htm)] [added: February 21, 2024](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex220.htm)] | | |

| [removed: 10.31] [added: 10.26] | | | [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: 10.32] [added: 10.27] | | | [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: 10.33] [added: 10.28] | | | [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) | | |

| 21.0 | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex210.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex210.htm)] | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers LLP, dated February [removed: 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)] [added: 2](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[5](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)[5](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ex231pwcconsentq42024.htm)] | | |

| 31.1 | | | [Certification [removed: of](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex311.htm) [Andrew] [added: of Andrew] R. [removed: Schlossberg](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex311.htm) [pursuant] [added: Schlossberg 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/914208/000091420824000219/ivz10k2023ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex311.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/914208/000091420824000219/ivz10k2023ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex312.htm)] | | |

| 32.1 | | | [Certification [removed: 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] [added: of Andrew R. Schlossberg 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/914208/000091420824000219/ivz10k2023ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex321.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/914208/000091420824000219/ivz10k2023ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex322.htm)] | | |

| [removed: 97] [added: 19.0] | | | [Invesco [removed: Policy for Recoupment of Incentive Compensation](https://www.sec.gov/Archives/edgar/data/914208/000091420824000219/ivz10k2023ex97.htm)] [added: Ltd. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/914208/000091420825000114/ivz10k2024ex190.htm)] | | |

| 101 | | | The following financial statements from the company’s Quarterly Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline Extensible Business Reporting 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 | | | [removed: The cover] [added: Cover] page from the company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL [added: and contained in Exhibit 101] | | |

| Name: | | | Andrew [added: R.] Schlossberg | | |