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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

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