SecProbe.io

July 31, 2013

Via E -mail
Martin L. Flanagan
President and Chief Executive Officer
Invesco Ltd.
1555 Peachtree Street, N.E., Suite 1800
Atlanta, GA 30309

 Re: Invesco Ltd.
  Form 10 -K for the Fiscal Year Ended Decem ber 31, 2012
  Filed February 22, 2013
  File No. 001 -13908

Dear Mr. Flanagan :

We have reviewed your filing an d 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 ten business days by amending your filing, 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 or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Item 1A. Risk Factors, page 10

We operate in an industry that is highly regulated . . . , page 12

1. Please revise future filings , where appropriate , to identify  your primary regulators.  Also,
disclose  your m inimum capital requirements, such as those mentioned in the second
paragraph of this risk factor and the second paragraph on page 21.

Changes in the distribution channels on which we depend . . . , page 16

2. Please revise future filings to quantify the “si gnificant portion” of your investment
products that are sold through financial intermediaries, mentioned in the first sentence of
this risk factor.  Also, identify any “major distributors” who are considered material to

Martin L. Flanagan
Invesco Ltd.
July 31, 2013
Page 2

 the company.
Bermuda law differs fro m the laws in effect in the United States, page 18

3. Please revise future filings to discuss any risks associated with the enforcement of civil
liabilities under United States federal securities laws and to describe the “limited
circumstances” in which shar eholders have rights to take action against directors or
officers of the company under Bermuda law.

We have anti -takeover provisions . . . , page 18

4. Please revise future filings to describe the anti -takeover provisions in your Bye -laws.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Assets Under Management, page 27
5. We note you present your assets under management (AUM) by channel, asset class, and
client domicile and the average mix of active and passive AUM for the last three fiscal
years in the tables provided on pages 30 through 35.  We also note your discussion
beginning on page 38 that investment management fees for products offered in the retail
distribution channel are generally calculated as a percentage of the daily average asset
balances, and for products offered in the institutional and private wealth manag ement
distribution channel, fees also vary in relation to the level of client assets managed.
Finally, we note that retail products offered outside of the U.S. do not generate a separate
distribution fee, as the quoted management fee rate is inclusive of these products.  In an
effort to provide more transparent disclosures regarding trends in investment
management fees, please revise the tables referred to above to include your average AUM
by channel, asset class and client domicile.

Item 7A.  Quantit ative and Qualitative Disclosures About Market Risk, page 67

AUM Market Price Risk, page 67
6. We note your disclosure, as it relates to market risk, that declines in equity or fixed
income security market prices could cause revenues to decline.  Please expa nd your
disclosure to include a sensitivity analysis that demonstrates the impact that changes in
the fair value of your managed assets could have on your results of operations (e.g.
revenues and net income, etc.).
Securities Market Risk, page 67
7. We note  you disclose the carrying value of financial instruments carried at fair value if
the fair value were to increase or decrease by 20%.  Please revise this disclosure in your

Martin L. Flanagan
Invesco Ltd.
July 31, 2013
Page 3

 future filings to also disclose the potential impact of the 20% increase and decre ase on
future earnings.
Item 8.  Financial Statements and Supplementary Data, page 70

Notes to the Consolidated Financial Statements, page 81

Note 1 – Accounting Policies, page 81
Basis of Accounting and Consolidation, page 81
8. In future filings, please  revise your consolidation policy to provide a more detailed
explanation of the process you undertake to assess each of the private equity and real
estate funds in which you are the general partner and/or manage through a contract.
Clarify, if correct, th at you first assessed each private equity and real estate fund to
determine whether the fund meets the definition of a variable interest entity (VIE) in
accordance with ASC 810 -10-15-14.  In addition, identify how many of your
unconsolidated funds are voti ng interest entities (VOEs) as opposed to VIEs.
Note 4 – Investments, page 98
9. We note your disclosure that included in current investments are $113.4 million of seed
money investments in affiliated funds used to seed fund s as you launch new products.
Please address the following:
 Tell us how often you create these new seed investments.  For example, quantify the
number of new seed products created during the period s presented.
 Describe your typical investment in the seed products.  For example, clarify whether
your original investment typically represents the majority of the equity investment in
the new product and how long you typically hold the majority of the investment.
 Tell us how you account for your initial seed investment  in sponsored investment
products.  For example, tell us whether you consolidate the investments if you are
deemed to have a controlling financial interest and how you account for the
underlying individu al securities.  Also, discuss the circumstances when you would no
longer be deemed to control the seed investment, and identify the accounting method
used when  the seeded investment is deconsolidated.
 Clarify whether you determined the seeded investment fu nds to be VIEs or VOEs.

Note 9 – Debt, page 102
10. We note that in connection with the Senior Notes issued in November 2012 that you
(Parent) have fully and unconditionally guaranteed those securities.  We also note from

Martin L. Flanagan
Invesco Ltd.
July 31, 2013
Page 4

 the related Indenture (filed as Exhibit 4.1 in your Form 8 -K on November 9, 2012) that
certain other subsidiaries are identified as guarantors as well.  Explain to us why financial
statements or condensed consolidating financial information, as required by Rule 3 -10 of
Regulation S -X, were not required to be filed or included in your financial statements.
Please provide us with the specific authoritative guidance you used to support your
conclusion and revise your future filings to clarify that there are additional guarantors.

Note  20 - Consolidated Investment Products, page 119

Quantitative Information about Level 3 Fair Value Measurements, page 128
11. We note your disclosure of the range of significant unobservable inputs used in the fair
value measurement of level 3 assets and liab ilities as well as qualitative information on
the sensitivity of the fair value measurements to changes in the significant unobservable
inputs.  Given the wide range of assumptions for several of the categories, please revise
your future filings to also pr ovide a weighted average of the significant unobservable
inputs reported, similar to the illustration provided in ASC 820 -10-55-103, and state your
basis for calculating the weighted average (e.g., weighted average by notional, principal,
etc.).
12. We note your disclosure that investments in other private equity funds were excluded
from the Level 3 table because the fair value was estimated using net asset value as a
practical expedient.  However, it is not clear to us where you have provided the minimum
required disclosures of ASC 820 -10-50-6A.  Please advise or revise your disclosure in
future filings as necessary .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 o f the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 u nder the federal securities laws of the United States.

Martin L. Flanagan
Invesco Ltd.
July 31, 2013
Page 5

You may contact Sasha Pechenik  at (202) 551 -3541 or the undersigned  at (202) 551 -3872
if you have questions regarding comments on the financial statements and related matters.  You
may contact Aslynn Hogue  at (202) 551 -3841 or Laura Crotty  at (202) 551 -3563  with any other
questions.

Sincerely,

 /s/ Hugh West

Hugh West
Branch Chief