SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                          May 17, 2011
 Mr. Loren M. Starr Chief Financial Officer Invesco Ltd. 1555 Peachtree Street N.E., Suite 1800 Atlanta, Georgia 30309
 RE: Invesco Ltd.
Form 10-K for the Year Ended December 31, 2010
Form 10-Q for the Period Ended March 31, 2011 File No. 1-13908

Dear Mr. Starr:

We have reviewed your filing 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 this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.
Form 10-K for the Year Ended December 31, 2010

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Assets Under Management, page 28

2. In your AUM tables on pages 30 through 36, you present acquisitions and dispositions on
a net basis.  Please revise your tables to pr esent separate line items for acquisitions and
dispositions.  A gross presentation would provi de investors with more insight into the
trends surrounding your acquisitions and di spositions for periods presented.

Mr. Loren M. Starr
Invesco Ltd. May 17, 2011 Page 2  Financial Statements

 Statements of Income, page 84

3. Please revise your statements of income to use the caption “net income” instead of “net
income, including gains and losses attributab le to noncontrolling inte rests.”  Refer to
ASC 810-10-55-4J.
 19. Commitments and Contingencies

 Legal Contingencies, page 130

 4. For each legal contingency, please tell us  and revise your filing to disclose:
• The amount of damages sought if, specified;
• The amount of any accrual, if necessary for an  understanding of the contingency; and
• The range of reasonably possible loss or a dditional loss in excess of amounts accrued
or alternatively stat e that such a loss cannot be estim ated and supplementally explain
to us the reasons why such a loss cannot be estimated.

If you believe that any losses are remote, please  explain in your res ponse.  Please note
that a statement that a conti ngency is not expected to be material does not satisfy the
requirements of ASC 450 if ther e is at least a reasonable possi bility that a loss exceeding
amounts already recognized may have been incurred and the amount of that additional
loss would be material to a decision to buy or  sell your securities.  Refer to ASC 450-20-
50 and SAB Topic 5:Y.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Loren M. Starr
Invesco Ltd. May 17, 2011 Page 3
You may contact Ernest Greene, Staff A ccountant at (202) 551-3733 or Lisa Etheredge,
Staff Accountant at (202) 551-3424  if you have questions regarding comments on the financial
statements and related matters.

  Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief