SecProbe.io

October 18 , 2012

Via E -mail
Mr. Loren M. Starr
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 Year Ended December 31, 2011
Filed February 24, 2012
Form 10 -Q for the Quarter Ended June 30 , 2012
Filed August 1 , 2012
Response Letter s dated September 28, 2012, October 4, 2012 and
October 10, 2012
  File No. 1-13908

Dear Mr. Starr :

We have reviewed your response letter s dated September 28 , 2012 , October 4, 2012 and
October 10, 2012  and have  the following additional comments.  In some of our comments, we
may ask you to provide us with information so we may better understand yo ur disclosure.

Please respond to this letter within ten 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 circumstances, 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, 2011

Item 8 – Financial Statements and Supplementary Data,  page 79

General

1. We have reviewed your response to prior comment four from our letter dated August 28,
2012.  We do not object to your proposal to include a separate footnote presentation of
related party balances instead of identifying the related party  transactions on the face of the
financial statements.  We note that your proposed disclosure states , “Accordingly, the
balances below primarily consist of transactions with affiliated funds.”  Please confirm that

Mr. Loren M. Starr
Invesco Ltd.
October 18 , 2012
Page 2

 the amounts you intend to present in the fo otnote are only going to be related party
transaction amounts.  In addition, please include your proposed disclosure in the December
31, 2011 Form 10 -K/A and June 30, 2012 Form 10 -Q/A.

Note 21 – Guarantor Condensed Consolidated Financial Statements, page 136

2. We have reviewed your responses to prior comments nine to twelve  from our letter dated
August 28, 2012.  We note that you are applying two presentation reclassifications, including
(1) reclassification to the condensed consolidating balance sheet information du e to the
grossing up of intercompany balances between the Guarantors, non -Guarantors, Issuer, and
Parent entities, and (2) reclassification to the condensed consolidating cash flow information
due to the presentation of an intercompany dividend as an opera ting cash flow rather than a
financing cash flow.  As noted in your September 28, 2012 response letter, total assets as of
December 31, 2011 of the Guarantors, Non -Guarantors and Issuer are materially misstated by
19%, 12% and 11%, respectively, while total  liabilities as of December 31, 2011 of the
Guarantors, Non -Guarantors and Issuer are materially misstated by 50%, 26% and 71%,
respectively.  In addition, based on your response to comment nine in your September 28,
2012 letter, we now understand that the transactions which comprise your long -term
intercompany receivables and payables are interest -bearing and non -interest bearing lending
and cash management transactions.  Pursuant to ASC 830 -230-55-2, intercompany loans and
advances should be classified as a  financing cash flow.  Based on the changes evident in the
December 31, 2011 and June 30, 2012 long -term intercompany receivable and payable
accounts presented in Note 12 of the June 30, 2012 Form 10 -Q, and the December 31, 2010
accounts reflected in your October 4, 2012 response letter, the Guarantor, Non -Guarantor,
Issuer, and Parent operating  cash flows are significantly misstated because the long -term
intercompany loans and advances have been classified as operating activities instead of as
financing a ctivities.  For example, considering the change in the long -term Guarantor
intercompany receivable of $461.0 million and the change in the long -term Guarantor
intercompany payable of $108.1 million, it appears that the Guarantor operating cash flows
for th e year ended December 31, 2011 are materially misstated by 305%.  Likewise, non -
Guarantor operating cash flows, Issuer operating cash flows and Parent operating cash flows
for the year ended December 31, 2011 appear to be materially misstated by 19%, 149% and
51%, respectively.  We have reviewed your analysis and note your conclusion that the
presentation reclassifications, individually and in the aggregate, are not deemed to be
material to your consolidated financial statements.  We believe that these erro rs are
quantitatively material and thus we are unable to agree with your materiality conclusion.  As
such, please amend your December 31, 2011 Form 10 -K and June 30, 2012 Form 10 -Q to
correct these errors.  Please correspondingly revise any related disclos ures throughout the
filings.  In doing so, please address the following:
 Please include the financial statement disclosures required by ASC 250 -10-50-7;
 Label the affected financial statements as “Restated”.  Similar labels should also be
included in any f uture interim or annual filings where restated periods are presented;
 Consult with your auditors to determine whether their audit opinion should include an
explanatory paragraph making reference to the restatement;

Mr. Loren M. Starr
Invesco Ltd.
October 18 , 2012
Page 3

  Consider the need to file an Item 4.02 Fo rm 8-K as a result of the restatement.  If you
determine that an Item 4.02 Form 8 -K is not necessary, please provide us with a
comprehensive analysis explaining the reasons why;
 Consider what impact these errors had on your previous conclusions regarding t he
effectiveness of your disclosure controls and procedures and internal control over
financial reporting and if your prior conclusions and disclosures should be revised as a
result of these considerations;
 Ensure that you include management certificat ions that are currently dated and refer to
the Form 10 -K/A or Form 10 -Q/A as applicable ; and
 Please also comply with the other previously issued comments that directly impact the
financial statements in the Form s 10-K/A and 10-Q/A, as applicable.  In addit ion, ensure
that you reclassify the $828.3 million of undocumented Balance Sheet accounts as noted
in prior comment nine as current liabilities since the obligations are essentially payable
on demand.

Form 10 -Q for the Quarter Ended June 30, 2012

Condens ed Consolidated Statements of Cash Flows, page 6

3. We have reviewed your response to prior comment thirteen  from our letter dated August 28,
2012.  We note that the presentation change made by your consolidated private equity funds -
of-funds resulted in a $44.9 mi llion negative balance reported as “returns of capital in
investment consolidated investment products.”  It is still not clear to us how a return of
capital can be a cash outflow instead of a cash inflow.  Please advise, or revise the title to
more accurat ely reflect the nature of the amount presented for this period.  In addition, your
response indicates that you will combine the “returns of capital in investments of
consolidated investment products” and the “proceeds from the sale of investments by
consol idated investment products” line items within the investing section of your cash flow
statements in future filings.  Please tell us why you believe the combined presentation is
preferred over the separate presentation of the two line items.  Refer to ASC 2 30-10-45-7
through 45-9.

You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his absence,
Al Pavot , Staff Accountant, at (202) 551 -3738  if you have questions regarding these comments.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branch Chief