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VIA EDGAR Division of Corporation Finance Securities and Exchange Commission FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012 RESPONSE LETTERS DATED SEPTEMBER 28, 2012, OCTOBER 4, 2012 AND OCTOBER 10, 2012 FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth certain draft footnote disclosures of Invesco Ltd. (the “Company”). The disclosures contained herein relate to the 2011 Consolidated Investment Products footnote, the 2011 Guarantor Condensed Consolidating Financial Statements footnote, and the 2011 Related Party footnote; however, the formatting and proposed disclosure content will be consistently applied in the amended second quarter 2012 Form 10-Q.

The numbers contained within these footnotes are currently under review and could change before the final amended documents are filed; however, we appreciate the opportunity to provide these draft disclosures in advance of the filing of our amended 2011 Form 10-K and amended second quarter 2012 Form 10-Q.

The Company is filing, via EDGAR, these draft disclosures. The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

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.

* * * *

October 25, 2012

Mr. Rufus Decker

Page 2

DRAFT FOOTNOTE -- CONSOLIDATED INVESTMENT PRODUCTS

The company's risk with respect to each investment in consolidated investment products is limited to its equity ownership and any uncollected management fees. Therefore, the gains or losses of consolidated investment products have not had a significant impact on the company's results of operations, liquidity or capital resources. The company has no right to the benefits from, nor does it bear the risks associated with, these investments, beyond the company's minimal direct investments in, and management fees generated from, the investment products. If the company were to liquidate, these investments would not be available to the general creditors of the company, and as a result, the company does not consider investments held by consolidated investment products to be company assets. Additionally, the collateral assets of consolidated collateralized loan obligations (CLOs) are held solely to satisfy the obligations of the CLOs, and the investors in the consolidated CLOs have no recourse to the general credit of the company for the notes issued by the CLOs.

Collateralized Loan Obligations

A significant portion of consolidated investment products are CLOs. CLOs are investment vehicles created for the sole purpose of issuing collateralized loan instruments that offer investors the opportunity for returns that vary with the risk level of their investment. The notes issued by the CLOs are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. For managing the collateral for the CLO entities, the company earns investment management fees, including in some cases subordinated management fees, as well as contingent incentive fees. The company has invested in certain of the entities, generally taking a portion of the unrated, junior subordinated position. The company's investments in CLOs are generally subordinated to other interests in the entities and entitle the company and other subordinated tranche investors to receive the residual cash flows, if any, from the entities. The company's subordinated interest can take the form of (1) subordinated notes, (2) income notes or (3) preference/preferred shares. The company has determined that, although the junior tranches have certain characteristics of equity, they should be accounted for and disclosed as debt on the company's Consolidated Balance Sheet, as the subordinated and income notes have a stated maturity indicating a date for which they are mandatorily redeemable. The preference shares are also classified as debt, as redemption is required only upon liquidation or termination of the CLO and not of the company.

Prior to the adoption of guidance now encompassed in ASC Topic 810 (discussed in Note 1, “Accounting Policies”), the company's ownership interests, which were classified as available-for-sale investments on the company's Consolidated Balance Sheets, combined with its other interests (management and incentive fees), were quantitatively assessed to determine if the company is the primary beneficiary of these entities. The company determined, for periods prior to the adoption of this guidance, that it did not absorb the majority of the expected gains or losses from the CLOs and therefore was not their primary beneficiary.

Upon adoption of additional guidance now encompassed in ASC Topic 810, the company determined that it was the primary beneficiary of certain CLOs, as it has the power to direct the activities of the CLOs that most significantly impact the CLOs' economic performance, and the obligation to absorb losses/right to receive benefits from the CLOs that could potentially be significant to the CLOs. The primary beneficiary assessment includes an analysis of the rights of the company in its capacity as investment manager. In certain CLOs, the company's role as investment manager provides that the company contractually has the power, as defined in ASC Topic 810, to direct the activities of the CLOs that most significantly impact the CLOs' economic performance, such as managing the collateral portfolio and its credit risk. In other CLOs, the company determined that it does not have this power in its role as investment manager due to certain restrictions that limit its ability to manage the collateral portfolio and its credit risk. Additionally, the primary beneficiary assessment includes an analysis of the company's rights to receive benefits and obligations to absorb losses associated with its first loss position and management/incentive fees. As part of this analysis, the company uses a quantitative model to corroborate its qualitative assessments. The quantitative model includes an analysis of the expected performance of the CLOs and a comparison of the company's absorption of this performance relative to the other investors in the CLOs. The company has determined that it could receive significant benefits and/or absorb significant losses from certain CLOs in which it holds a first loss position and has the right to significant fees. It was determined that the company's benefits and losses from certain other CLOs could not be significant, particularly in situations where the company does not hold a first loss position and where the fee interests are based upon a fixed percentage of collateral asset value.

Private equity, real estate and fund-of-funds (partnerships)

For investment products that are structured as partnerships and are determined to be VIEs, including private equity funds, real estate funds and fund-of-funds products, the company evaluates the structure of the partnership to determine if it is the primary beneficiary of the investment product. This evaluation includes assessing the rights of the limited partners to transfer their economic interests in the investment product. If the limited partners lack rights to manage their economic interests, they are considered to

October 25, 2012

Mr. Rufus Decker

Page 3

DRAFT FOOTNOTE -- CONSOLIDATED INVESTMENT PRODUCTS

be de facto agents of the company, resulting in the company determining that it is the primary beneficiary of the investment product. The company generally takes less than a 1% investment in these entities as the general partner. Non-VIE general partnership investments are deemed to be controlled by the company and are consolidated under a voting interest entity (VOE) model, unless the limited partners have the substantive ability to remove the general partner without cause based upon a simple majority vote or can otherwise dissolve the partnership, or unless the limited partners have substantive participating rights over decision-making. Interests in unconsolidated private equity funds, real estate funds and fund-of-funds products are classified as equity method investments in the company's Consolidated Balance Sheets.

Other investment products

As discussed in Note 19, “Commitments and Contingencies,” the company has entered into contingent support agreements for two of its investment trusts to enable them to sustain a stable pricing structure, creating variable interests in these VIEs. The company earns management fees from the trusts and has a small investment in one of these trusts. The company was not deemed to be the primary beneficiary of these trusts after considering any explicit and implicit variable interests in relation to the total expected gains and losses of the trusts.

At December 31, 2011, the company's maximum risk of loss in significant VIEs in which the company is not the primary beneficiary is presented in the table below.

$ in millions

Footnote Reference

Carrying Value

Company's Maximum Risk of Loss

Partnership and trust investments

—

32.1

32.1

Investments in Invesco Mortgage Capital Inc.

—

25.5

25.5

Support agreements*

(1.0

)

41.0

Total

98.6

____________

*

As of December 31, 2011, the committed support under these agreements was $41.0 million with an internal approval mechanism to increase the maximum possible support to $66.0 million at the option of the company.

During the year ended December 31, 2010, entities were consolidated due to the adoption of guidance now encompassed in ASC Topic 810 as detailed in Note 1 - "Accounting Policies" and business combinations. As a result of the acquisition of Morgan Stanley's retail asset management business, CLOs with total assets of $805.4 million were consolidated as of June 1, 2010 and increased appropriated retained earnings by $149.4 million at that date. As a result of the acquisition of AIG Asia Real Estate, certain real estate funds with total assets of $385.9 million were consolidated at December 31, 2010 and increased equity attributable to noncontrolling interests in consolidated entities by $363.6 million. The table below illustrates the summary balance sheet amounts related to these entities consolidated during the year ended December 31, 2010. Balances are reflective of the amounts at the respective consolidation dates and are before consolidation into the company. No new entities were consolidated in 2011.

October 25, 2012

Mr. Rufus Decker

Page 4

DRAFT FOOTNOTE -- CONSOLIDATED INVESTMENT PRODUCTS

Balance Sheet

For the year ended December 31, 2010

$ in millions

CLOs - VIEs

VOEs

Current assets

281.6

96.0

Non-current assets

6,188.1

289.9

Total assets

6,469.7

385.9

Current liabilities

162.6

1.6

Non-current liabilities

5,883.4

—

Total liabilities

6,046.0

1.6

Total equity

423.7

384.3

Total liabilities and equity

6,469.7

385.9

The following tables reflect the impact of consolidation of investment products into the Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010, and the Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009.

Summary Balance Sheet Impact of Consolidated Investment Products

$ in millions

CLOs - VIEs(1)

Other VIEs

VOEs

Adjustments(1)

Subtotal - Impact of Consolidated Investment Products

Invesco Ltd. Consolidated

As of December 31, 2011

Current assets

394.5

3.1

113.7

(29.9

)

481.4

3,834.1

Non-current assets

5,682.3

42.8

903.8

(92.5

)

6,536.4

15,512.9

Total assets

6,076.8

45.9

1,017.5

(122.4

)

7,017.8

19,347.0

Current liabilities

179.2

0.4

5.8

(29.9

)

155.5

2,974.4

Long-term debt of consolidated investment products

5,563.3

—

—

(50.4

)

5,512.9

5,512.9

Other non-current liabilities

—

—

—

—

—

1,722.1

Total liabilities

5,742.5

0.4

5.8

(80.3

)

5,668.4

10,209.4

Retained earnings appropriated for investors in consolidated investment products

334.3

—

—

—

334.3

334.3

Other equity attributable to common shareholders

—

0.1

43.1

(42.1

)

1.1

7,784.8

Equity attributable to noncontrolling interests in consolidated entities

—

45.4

968.6

—

1,014.0

1,018.5

Total liabilities and equity

6,076.8

45.9

1,017.5

(122.4

)

7,017.8

19,347.0

October 25, 2012

Mr. Rufus Decker

Page 5

DRAFT FOOTNOTE -- CONSOLIDATED INVESTMENT PRODUCTS

$ in millions

CLOs - VIEs

Other VIEs

VOEs

Adjustments(1)

Subtotal - Impact of Consolidated Investment Products

Invesco Ltd. Consolidated

As of December 31, 2010

Current assets

679.3

3.7

133.8

(22.3

)

794.5

4,274.5

Non-current assets

6,204.6

59.6

941.3

(61.0

)

7,144.5

16,169.6

Total assets

6,883.9

63.3

1,075.1

(83.3

)

7,939.0

20,444.1

Current liabilities

500.2

0.9

7.8

(22.3

)

486.6

3,264.5

Long-term debt of consolidated investment products

5,888.2

—

—

(22.8

)

5,865.4

5,865.4

Other non-current liabilities

—

—

—

—

—

1,953.3

Total liabilities

6,388.4

0.9

7.8

(45.1

)

6,352.0

11,083.2

Retained earnings appropriated for investors in consolidated investment products

495.5

—

—

—

495.5

495.5

Other equity attributable to common shareholders

—

0.1

38.1

(38.2

)

—

7,769.1

Equity attributable to noncontrolling interests in consolidated entities

—

62.3

1,029.2

—

1,091.5

1,096.3

Total liabilities and equity

6,883.9

63.3

1,075.1

(83.3

)

7,939.0

20,444.1

____________

(1)

Adjustments include the elimination of intercompany transactions between the company and its consolidated investment products, primarily the elimination of the company's equity at risk recorded as investments by the company (before consolidation) against either equity (private equity and real estate partnership funds) or subordinated debt (CLOs) of the funds.

Summary Income Statement Impact of Consolidated Investment Products

$ in millions

CLOs - VIEs

Other VIEs

VOEs

Adjustments(1)(2)

Subtotal - Impact of Consolidated Investment Products

Invesco Ltd. Consolidated

Year ended December 31, 2011

Total operating revenues

—

—

0.1

(47.3

)

(47.2

)

4,092.2

Total operating expenses

46.7

1.0

12.6

(47.3

)

13.0

3,194.1

Operating income

(46.7

)

(1.0

)

(12.5

)

—

(60.2

)

898.1

Equity in earnings of unconsolidated affiliates

—

—

—

(0.2

)

(0.2

)

30.5

Interest and dividend income

307.2

—

—

(8.3

)

298.9

318.2

Other investment income/(losses)

(235.1

)

1.0

74.9

20.3

(138.9

)

(89.9

)

Interest expense

(195.3

)

—

—

8.3

(187.0

)

(248.8

)

Income before income taxes

(169.9

)

—

62.4

20.1

(87.4

)

908.1

Income tax provision

—

—

—

—

—

(286.1

)

Net income

(169.9

)

—

62.4

20.1

(87.4

)

622.0

(Gains)/losses attributable to noncontrolling interests in consolidated entities, net

169.9

—

(62.3

)

—

107.6

107.7

Net income attributable to common shareholders

—

—

0.1

20.1

20.2

729.7

October 25, 2012

Mr. Rufus Decker

Page 6

DRAFT FOOTNOTE -- CONSOLIDATED INVESTMENT PRODUCTS

$ in millions

CLOs - VIEs

Other VIEs

VOEs

Adjustments(1)(2)

Subtotal - Impact of Consolidated Investment Products

Invesco Ltd. Consolidated

Year ended December 31, 2010

Total operating revenues

—

—

0.3

(45.3

)

(45.0

)

3,487.7

Tot