United States securities and exchange commission logo
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