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                               March 23, 2023

       L. Allison Dukes
       Senior Managing Director and Chief Financial Officer
       Invesco Ltd.
       1555 Peachtree Street, N.E., Suite 1800
       Atlanta, GA 30309

                                                        Re: Invesco Ltd.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed February 23,
2023
                                                            File No. 001-13908

       Dear L. Allison Dukes:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Schedule of Non-GAAP Information
       Reconciliation of Net income attributable to Invesco to Adjusted net
income attributable to
       Invesco, page 49

   1.                                                   In your reconciliation
to adjusted net income, we note that each of the adjustments are
                                                        presented "net of tax."
In future filings, please revise your presentation and disclosure to
                                                        comply with Question
102.11 of the Division's Compliance & Disclosure Interpretations
                                                        ("C&DI") on Non-GAAP
Financial Measures.
       Debt, page 55

   2.                                                   We note that EBITDA is
defined on page i as earnings before income tax, depreciation
                                                        and amortization.
However, it appears your reconciliation and adjustments, on page 56, to
                                                        arrive at EBITDA
include more items, such as interest, share-based compensation
  L. Allison Dukes
Invesco Ltd.
March 23, 2023
Page 2
         expense, unrealized (gains)/losses and acquisition-related matter
recoveries. Please revise
         your disclosure on page i to include a more complete and accurate
definition. In addition,
         as the measure "EBITDA" includes adjustments for items other than
interest, taxes,
         depreciation and amortization, revise the caption to more
appropriately describe the
         measure (e.g., Adjusted EBITDA).
Critical Accounting Policies and Estimates
Goodwill, page 57

3.       In future filings, please disclose whether you believe the estimated
fair values of your
         reporting units substantially exceed their carrying values. For any
reporting units that have
         estimated fair values that do not substantially exceed their carrying
values, revise your
         disclosure to provide useful and meaningful information that would
allow investors to
         better assess the probability of a future goodwill impairment,
including the following:
             Identify the reporting unit and quantify the amount of goodwill
allocated to the
              reporting unit.
             Disclose the percentage by which the estimated fair value exceeded
carrying value as
              of the date of the most recent impairment test.
             Disclose quantitative details about the specific critical
assumptions used in your fair
              value determination and how much each estimate and/or assumption
has changed
              over a relevant period.
             Disclose a sensitivity analysis of the reported amount to the
methods, assumptions
              and estimates underlying its calculation.
             Address the degree of uncertainty associated with your key
assumptions and disclose
              how changes in key assumptions could impact your fair value
determination.
             Describe potential events and/or changes in circumstances that
could reasonably be
              expected to negatively affect your key assumptions.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Lory Empie at 202-551-3714 or Robert Klein at
202-551-3847 with any
questions.



FirstName LastName L. Allison Dukes                            Sincerely,
Comapany NameInvesco Ltd.
                                                               Division of
Corporation Finance
March 23, 2023 Page 2                                          Office of
Finance
FirstName LastName