Invesco Ltd

This Report, other public filings and oral and written statements by us and our management, may include statements that constitute “forward-looking statements” within the meaning of the United States (U.S.) securities laws. These statements are based on the beliefs and assumptions of our management and on information available to us at the time such statements are made. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flows, capital expenditures, and assets under management (AUM) 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. In addition, when used in this Report or such other documents or statements, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial statements.

Forward-looking statements are not guarantees and involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. In most cases, such assumptions will not be expressly stated. We caution investors not to rely unduly on any forward-looking statements.

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

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

•adverse changes in the global economy;

•the performance of our investment products;

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

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

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

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

•the effect of fluctuations in interest rates, liquidity and credit markets in the U.S. or globally;

•failure to maintain adequate corporate and contingent liquidity;

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

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

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

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

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

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

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

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

•harm to our reputation;

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

•our debt and the limitations imposed by our revolving credit agreement;

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

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

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

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

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

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

•impairment of goodwill and other intangible assets;

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

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

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

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

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

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

Summary of Risk Factors

The following is a summary of material risks we are exposed to in the course of our business activities that could have an adverse effect on our business. It does not contain all of the information that may be important to you and should be read together with the more detailed discussion of risks in Item 1A, Risk Factors.

Risks Related to Market Dynamics and Volatility

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

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

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

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

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

Risks Related to Investment Performance and Competition

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

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

•Competitive pressures may force us to reduce the fees we charge to clients, which could reduce our profitability.

•Our private market products include investments in private credit, real estate, private market funds of funds and direct equity investments in operating companies that may expose our investment products, our clients and, to the extent of our investment in such investment products, us to risks and liabilities and to reputational harm.

•Our investment products, clients and, to the extent of our investment in such investment products, 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.

•We may be unable to develop new products and services, and the development of new products and services may expose us to additional costs or operational risk.

•The failure or negative performance of products offered by competitors may have a negative impact on similar Invesco products irrespective of our performance.

Risks Related to Human Capital, Operations and Technology

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

•Changes in the distribution channels on which we depend could reduce our net income and hinder our growth.

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

•Our investment advisory agreements are subject to termination or non-renewal, and our fund and other investors may withdraw their assets at any time.

•The quantitative models we use and our index tracking investment solutions may contain errors, which could result in financial losses or adversely impact product performance and client relationships.

•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.

•If our reputation is harmed, we could suffer losses in our AUM, revenues and net income.

•The lack of soundness of other financial institutions could adversely affect us or the client portfolios we manage.

•We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.

•Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations.

•If we are unable to successfully recover from a man-made or natural disaster, 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.

•Our business is vulnerable to deficiencies and failures in support systems, including data management, and customer service functions that could lead to breaches and errors or reputational harm, resulting in loss of customers or claims against us or our subsidiaries.

•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.

Risks Related to Accounting, Capital Management and Liquidity

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

•Our 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.

•We issued perpetual preferred stock having a value of approximately $4 billion, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities.

•Failure to maintain adequate corporate and contingent liquidity may cause our AUM, revenues and net income to decline, as well as harm our prospects for growth.

•Distribution of earnings of our subsidiaries may be subject to limitations, including net capital requirements.

Risks Related to Strategic Transactions

•We may engage in strategic transactions that could create risks.

Risks Related to our Significant Shareholders

•Future sales of shares of our common stock could adversely impact the trading price of our common stock.

•Massachusetts Mutual Life Insurance Company (MassMutual) has the ability to significantly influence our business, and MassMutual’s interest in our business may be different from that of other shareholders.

Risks Related to Regulatory and Legal Matters

•We operate in an industry that is highly regulated in most countries, and any enforcement action or proceedings against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income and liquidity.

•Civil litigation and governmental investigations and enforcement actions or proceedings against us could adversely affect our AUM and future net income and increase our costs of doing business.

•Legislative and other measures that may be taken by governmental authorities could materially increase our tax burden or otherwise adversely affect our net income or liquidity.

•Examinations and audits by tax authorities could result in additional tax payments for prior periods.

•Bermuda law differs from the laws in effect in the U.S. and may afford less protection to shareholders.

•Because we are incorporated in Bermuda, it may be difficult for shareholders to enforce non-monetary judgments against us or any judgment against us or our directors and officers. Shareholders may have to seek independent advice regarding the commencement of proceedings or service of foreign process in Bermuda.

•We have anti-takeover provisions in our Bye-Laws that may discourage a change of control.

General Risk Factors

•Our ability to maintain our credit ratings and to access the capital markets in a timely manner should we seek to do so depends on a number of factors.

•Insurance may not be available at a reasonable cost to protect us from loss or liability.