SecProbe.io

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 1
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 CORRESP

 INVESCO LTD.
 March 25, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:
 Invesco Ltd.
 Registration Statement on Form S-3
 File No. 333-285194
 Ladies and Gentlemen: Invesco
Ltd. (the “Company”) hereby requests, pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 5:00 p.m. EST on March 27, 2025, or as soon thereafter as practicable. Please contact Mark Kanaly
or Rebecca Valentino of Alston & Bird LLP, the Company’s counsel, at (214) 922-3404 or (650) 838-2025, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

 Invesco Ltd.

 By:

 /s/ Jeffrey H. Kupor

 Name: Jeffrey H. Kupor

 Title: Senior Managing Director and General Counsel

March 5, 2025
Andrew Schlossberg
Chief Executive Officer
Invesco Ltd.
1331 Spring Street NW, Suite 2500
Atlanta, GA 30309
Re:Invesco Ltd.
Registration Statement on Form S-3
Filed February 25, 2025
File No. 333-285194
Dear Andrew Schlossberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Mark Kanaly

United States securities and exchange commission logo
April 13, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 Invesco Ltd.

1555 Peachtree Street, NE

 Atlanta,
Georgia 30309

 April 4, 2023

 VIA
EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:Lory Empie

Robert Klein

Re:
 Invesco Ltd.

Form 10-K for the Annual Period Ended December 31, 2022

Filed February 23, 2023

File No. 001-13908

Ladies and Gentlemen:

 Invesco Ltd. (the “Company”)
respectfully submits this letter in response to the comments contained in the letter dated March 23, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) relating to the Company’s
Annual Report on Form 10-K for the annual period ended December 31, 2022, filed with the SEC on February 23, 2023. We have, for your convenience, reproduced the Staff’s comments, followed by the
Company’s response, below.

 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.

Securities and Exchange Commission

 -
 2
 -

April 4, 2023

 Response to Comment 1:

Commencing with our Form 10-Q for the quarterly period ended March 31, 2023, we will revise the presentation of
the Reconciliation of net income attributable to Invesco to Adjusted net income attributable to Invesco such that each of the adjustments are “gross of tax” and the tax effect of the adjustments are presented on a separate line item.

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 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).

 Response to Comment
2:

 Commencing with our Form 10-Q for the quarterly period ended March 31, 2023, we will revise the
definition on page i to incorporate all adjustments made under the terms of our credit agreement and, throughout our filings, we will refer to this metric as “Covenant Adjusted EBITDA” rather than “EBITDA.” Examples of these
revisions are as follows (with revised disclosures bolded and underlined):

 Excerpt from Glossary of Defined Terms

GLOSSARY OF DEFINED TERMS

 APAC

—

Asia-Pacific

 AUM

—

Assets under management

 bps

—

Basis points

 CDSC

—

Contingent deferred sales charge

 CEO

—

Chief Executive Officer

 CFTC

—

Commodity Future Trading Commission

 CIP

—

Consolidated investment products

 CLOs

—

Collateralized loan obligations

 Companies Act

—

Companies Act 1981 of Bermuda

 COSO

—

Committee of Sponsoring Organizations of the Treadway Commission

 Covenant Adjusted EBITDA

—

Earnings before income tax, depreciation, amortization, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring
gains and losses as defined in our credit agreement

Securities and Exchange Commission

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 -

April 4, 2023

 Excerpt from Management Discussion & Analysis

Debt

 The carrying value of our debt at
December 31, 2022 was $1,487.6 million (December 31, 2021: $2,085.1 million), See Item 8, Financial Statements and Supplementary Data, Note 8, “Debt,” for additional disclosures.

For the year ended December 31, 2022, the company’s weighted average cost of debt was 4.15% (year ended December 31, 2021:
3.95%).

 Financial covenants under the credit facility agreement include: (i) the quarterly maintenance of an Adjusted debt/ Earnings before
income tax, depreciation, amortization, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses as
defined in our credit agreement (Covenant Adjusted EBITDA) leverage ratio, as defined in the credit facility agreement, of not greater than 3.25:1.00, (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as
defined in the credit facility agreement/interest payable for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. As of December 31, 2022, we were in compliance with our financial covenants.
At December 31, 2022, our leverage ratio was 0.78:1.00 (December 31, 2021: 0.79:1.00), and our interest coverage ratio was 19.51:1.00 (December 31, 2021: 25.21:1.00).

The December 31, 2022 and 2021 coverage ratio calculations are as follows:

Last four quarters ended

$ millions

December 31, 2022

December 31, 2021

 Net income attributable to Invesco Ltd.

683.9

1,393.0

 Dividends on preferred shares

236.8

236.8

 Tax expense

322.2

531.1

 Amortization/depreciation

195.3

205.3

 Interest expense

85.2

94.7

 Common share-based compensation expense

106.2

140.1

 Unrealized (gains)/losses from investments, net
(1)

87.7

17.9

 OppenheimerFunds acquisition-related matter recoveries (2)

(55.0
)

(231.1
)

 Covenant Adjusted EBITDA
(3)

1,662.3

2,387.8

 Adjusted debt (3)

$
1,290.3

$
1,888.1

 Leverage ratio (Adjusted debt/Covenant Adjusted EBITDA—maximum
3.25:1.00)

0.78

0.79

 Interest coverage (Covenant Adjusted EBITDA /Interest Expense—minimum
4.00:1.00)

19.51

25.21

(1)
 Adjustments for unrealized gains and losses from investments, as defined in our credit facility, may also
include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.

(2)
 Unusual or otherwise non-recurring gains and losses, as defined in our
credit facility, are adjusted for in the determination of Covenant Adjusted EBITDA. The insurance recoveries related to the OppenheimerFunds acquisition-related matter are considered unusual and have been removed from the determination
of Covenant Adjusted EBITDA.

Securities and Exchange Commission

 -
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 -

April 4, 2023

(3)
 Covenant Adjusted EBITDA and Adjusted debt are non-GAAP
financial measures that are used by management in connection with certain debt covenant calculations under our credit agreement. The calculation of Covenant Adjusted EBITDA above (a reconciliation from net income attributable to
Invesco Ltd.) is defined by our credit facility agreement, and therefore net income attributable to Invesco is the most appropriate GAAP measure from which to reconcile to Covenant Adjusted EBITDA. The calculation of Adjusted debt is
defined in our credit facility and equals debt of $1,487.6 million plus $2.7 million in letters of credit less $200.0 million of excess unrestricted cash (cash and cash equivalents less the minimum regulatory capital requirement, not
to exceed $200 million).

 Excerpt from Item 8. Financial Statements and Supplementary Data, Note 8. Debt

The credit facility agreement governing the credit facility contains customary restrictive covenants on the company and its subsidiaries.
Restrictive covenants in the credit facility agreement include, but are not limited to: prohibitions on creating, incurring or assuming any liens; entering into merger arrangements; selling, leasing, transferring or otherwise disposing of assets;
making a material change in the nature of the business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries (other than the borrower,
Invesco Finance PLC). Many of these restrictions are subject to certain minimum thresholds and exceptions. Financial covenants under the credit facility agreement include: (i) the quarterly maintenance of a debt/ Covenant Adjusted
EBITDA leverage ratio, as defined in the credit facility agreement, of not greater than 3.25:1.00, (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as defined in the credit facility agreement/interest payable for the
four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. The company is in compliance with all restrictive debt covenants as of December 31, 2022.

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.

Securities and Exchange Commission

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 5
 -

April 4, 2023

 Response to Comment 3:

Commencing with our Form 10-Q for the quarterly period ended March 31, 2023, we will revise our disclosures to
state that based on the most recent qualitative analysis we believe the fair value of our single reporting unit is substantially in excess of carrying value. In the event this conclusion changes in the future, we will include the disclosures
required under applicable rules to provide the appropriate level of information to financial statement users.

*        *        *

I hope that the foregoing has been responsive to your comment. If you should have any questions about this letter or require any further information, please
contact me at Allison.Dukes@invesco.com or (404) 724-4297.

 Sincerely,

/s/ L. Allison Dukes

 Senior Managing Director and Chief
Financial Officer

cc:

 Terry Vacheron, Chief Accounting Officer and Head of Global Tax

Jeffrey Kupor, Senior Managing Director and General Counsel

 Craig
E. Marcus, Ropes and Gray LLP

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

 FirstName LastName L. Allison Dukes
 Comapany NameInvesco Ltd.
 March 23, 2023 Page 2
 FirstName LastName
 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.
Sincerely,
Division of Corporation Finance
Office of Finance

November 20, 2019
Loren 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 Fiscal Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-13908
Dear Mr. Starr:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 Invesco Ltd.

1555 Peachtree Street, NE

 Atlanta,
Georgia 30309

 July 19, 2019

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:    Lory Empie

                    Robert Klein

Re:
 Invesco Ltd.

  Form 10-Q for the Quarterly Period Ended March 31, 2019

  Filed April 25, 2019

  File No. 001-13908

Ladies and Gentlemen:

 Invesco Ltd. (the
“Company”) respectfully submits this letter in response to the comment contained in the letter dated June 14, 2019 from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) relating
to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on April 25, 2019 (the “Q1 2019 Form
10-Q”). We have, for your convenience, reproduced the Staff’s comment, followed by the Company’s response, below.

Form 10-Q for the Quarterly Period Ended March 31, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Schedule of Non-GAAP Information

Reconciliation of Operating revenues to Net revenues, page 45

1.     We note that you deduct third party distribution, service and advisory expenses to arrive at an adjusted measure of net
revenues, which is then used to calculate an adjusted operating margin and net revenue yield on AUM. Considering that you are required to present revenue and related costs on a gross basis in accordance with GAAP, presenting them otherwise may
violate Rule 100(b) of Regulation G by substituting individually tailored recognition and measurement methods for those of GAAP. Please explain to us how you considered whether your current presentation complies with Regulation G and Question 100.04
of the Compliance and Disclosure

Securities and Exchange Commission

- 2 -

July 19, 2019

Interpretations on Non-GAAP Financial Measures or revise your future filings to exclude this adjustment.

Response to Comment 1:

 Based on the evaluation of Rule
100(b) and the various definitions in Rule 101 of Regulation G, as well as the guidance in Question 100.04, the Company determined that deducting third party distribution, service and advisory expenses to arrive at an adjusted measure of net
revenues, which is then used to calculate an adjusted operating margin and net revenue yield on AUM, does not substitute individually-tailored recognition or measurement methods for those of GAAP and therefore complies with Regulation G and Question
100.04.

 The Company’s adjustments to net third party costs against revenues do not accelerate the recognition of any revenue, do not change the
timing of revenue recognition between reported periods, and do not otherwise result in the inclusion of amounts presented as revenues that are not recognized as revenue under GAAP. The presentation does not alter net income in any way. The intent of
the presentation is not to imply that the Company has no responsibility for fulfilling its obligations under its revenue-generating contracts or that it is acting in an agent capacity. In fact, the Company is explicit in its accounting policy
disclosures about being deemed the principal with respect to these costs. The Company believes that its presentation of net revenues does not contain an untrue statement of material fact, nor does it omit a material fact necessary in order to make
the presentation of net revenues.

 The Company believes that the deduction of third-party distribution, service and advisory expenses from operating
revenues in its non-GAAP measures appropriately reflects the nature of these expenses as costs that are passed through to external parties who distribute and perform functions on behalf of the Company’s
managed funds. Revenue and distribution expenses vary extensively by geography due to the differences in contracts and regulation. As disclosed in the Company’s Revenue Recognition accounting policy in Note 1 of the Company’s Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”), “generally, retail products offered outside of the U.S. do not generate a separate
distribution fee,” whereas distribution expenses in the U.S. are typically tied to the 12b-1 distribution fee revenue and are not viewed as controllable expenses (in contrast to the Company’s other
operating expenses), as little to no margin is retained. At March 31, 2019, approximately 43% of the Company’s revenues were generated outside of the U.S. As a global asset manager with significant presence outside of the United States,
the net presentation assists in identifying the actual economic revenue contribution generated and controlled by the business, mitigating differences caused by the differing gross revenue structures and distribution channel fees and allowing for a
comparison with more U.S.-centric peer investment managers and within the Company’s own business.

 Additionally, the Company evaluates net revenue
yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This non-GAAP financial measure is an indicator of the basis point net revenues received for each dollar of AUM
managed. The

Securities and Exchange Commission

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July 19, 2019

Company believes it could be misleading to present only gross management fee revenues (and gross revenue yield on AUM) given the actual economics retained related to each dollar of AUM
managed. The Company believes that it provides useful supplemental information when evaluating the Company’s performance relative to industry competitors and within the Company for managing the business.

The Company is aware that industry analysts acknowledge the differences in reporting results as not being reflective of the actual economics that can occur in
U.S. GAAP operating margins. There is also acknowledgement that it is difficult to compare the operating margins of global asset managers with different fee structures in different geographic locations and regulatory frameworks, given that many
non-U.S. retail investment products have single (“unitary”) management fees, whereas U.S. retail funds have significant levels of zero- or low-margin revenues. For these reasons, many analyst reports prefer to cite the relative economics of the investment management firms under review using a net revenues presentation.

The adoption of Accounting Standards Update 2014-09, “Revenue from Contracts with Customers (ASU 2014-09)” on January 1, 2018, was not the trigger for the Company to net third party distribution, service and advisory expenses against revenue for its non-GAAP
presentation. In fact, as disclosed in the “Accounting Pronouncements Recently Adopted” section of Note 1 of the 2018 Form 10-K, the adoption of ASU 2014-09
resulted in certain costs being grossed up as well as certain costs being netted against revenues. The aggregate adoption impact for 2018 on total operating revenues and on third party distribution, service and advisory expenses was a change of only
1% and 5%, respectively, from balances reflected without the adoption of ASU 2014-09. The Company has been presenting net revenues as a non-GAAP measure since its
initial Form 10-K filing on February 29, 2008 for the period ended December 31, 2007. These non-GAAP measures form the basis of its operational budgets and
forecasts and assist management and the Board of Directors in determining incentive compensation decisions, as outlined in the Company’s proxy statement.

In summary, the Company believes that its presentation of net revenues, adjusted operating margin and net revenue yield on AUM, when taken together with
robust disclosures accompanying those non-GAAP measures, which includes a discussion of those measures as well as a presentation with equal or greater prominence of the most directly comparable GAAP measures
(operating revenues, operating margin and gross revenue yield on AUM), provides its investors and other stakeholders with greater transparency into its ongoing operating results and enables them to better compare its operating performance with the
operating performance of its competitors, including with those of its competitors having different geographic footprints. These adjustments also allow for a more equal basis of comparability of the Company’s business performance on a period
over period basis.

 For the foregoing reasons, the Company believes that its presentation of net revenues, adjusted operating margin and net revenue yield
on AUM as supplemental non-GAAP performance

Securities and Exchange Commission

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July 19, 2019

measures, when taken together with the information accompanying those measures, is in compliance with Rule 100(b) of Regulation G and Question 100.04.

*    *     *

I hope that the foregoing has been responsive to your comment. If you should have any questions about this letter or require any further information, please
call me at (404) 479-2970 or Craig E. Marcus of Ropes & Gray LLP at (617) 951-7802.

Sincerely,

 /s/ Loren M. Starr

Senior Managing Director and Chief Financial Officer

cc:    Craig E. Marcus

June 14, 2019
Loren 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-Q for the Quarterly Period Ended March 31, 2019
Filed April 25, 2019
File No. 001-13908
Dear Mr. Starr:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended March 31, 2019
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Schedule of Non-GAAP Information
Reconciliation of Operating revenues to Net revenues, page 45
1.We note that you deduct third party distribution, service and advisory expenses to arrive at
an adjusted measure of net revenues, which is then used to calculate an adjusted operating
margin and net revenue yield on AUM.  Considering that you are required to present
revenue and related costs on a gross basis in accordance with GAAP, presenting them
otherwise may violate Rule 100(b) of Regulation G by substituting individually tailored
recognition and measurement methods for those of GAAP.  Please explain to us how you
considered whether your current presentation complies with Regulation G and Question
100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures or revise your future filings to exclude this adjustment.

 FirstName LastNameLoren Starr
 Comapany NameInvesco Ltd.
 June 14, 2019 Page 2
 FirstName LastName
Loren Starr
Invesco Ltd.
June 14, 2019
Page 2
            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, Staff Accountant, at (202) 551-3714 or Robert Klein, Staff
Accountant, at (202) 551-3847 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

October 9, 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 com pleted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission fr om taking
any action with respect to the company or 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.  We urge all perso ns 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 rules require.

Sincerely,

 /s/ Laura Crotty for

Suzanne Hayes
Assistant Director

CORRESP
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		2012 10-K Response Round 1

September 13, 2013

VIA EXPRESS DELIVERY AND EDGAR

Mr. Hugh West

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

FILE NUMBER: 1-13908

Dear Mr. West:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated July 31, 2013, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”) of the Company, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 22, 2013.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to the Commission's comments regarding the above filing. Enclosed as well are two hard copies of the Company's response letter. We have included your original questions in italics in addition to providing our responses.

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.

September 13, 2013

Mr. Hugh West

Page 2

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 minimum capital requirements, such as those mentioned in the second paragraph of this risk factor and the second paragraph on page 21.

Response to Comment 1

In future Form 10-K filings, the Company will provide additional disclosure identifying our primary regulators.  At December 31, 2012, our minimum net capital requirements aggregated to approximately $315 million.  The Company will also include our minimum net capital requirements in future Form 10-K filings and will update this disclosure in its future forms 10-Q if there are significant changes to the amount.

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

2.

 Please revise future filings to quantify the “significant 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 the company.

Response to Comment 2

In future Form 10-K filings, the Company will revise its disclosure to indicate that substantially all of our retail investment products are distributed through third-party financial intermediaries, including traditional broker-dealers, fund "supermarkets," retirement platforms, financial advisors, banks, insurance companies and trust companies. No single one of these intermediaries is material to our business. Our institutional investment products are not typically sold through intermediaries or third parties, and instead are distributed through internal regional sales forces directly to clients around the world.

Bermuda law differs from 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 shareholders have rights to take action against directors or officers of the company under Bermuda law.

Response to Comment 3

In future Form 10-K filings, the Company will revise the disclosure to discuss risks associated with the enforcement of civil liabilities under United States federal securities laws and to describe the limited circumstances in which shareholders have rights to take action against directors or officers of the company under Bermuda law.

September 13, 2013

Mr. Hugh West

Page 3

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

4.

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

Response to Comment 4

In future Form 10-K filings, the Company will revise the disclosure to describe the anti-takeover provisions in our 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 management 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.

Response to Comment 5

In future filings, beginning with our next Form 10-Q, the Company will disclose average AUM by asset class, a disclosure which will be more consistent with industry peers.  Note that we calculate average AUM using daily averages for the AUM from which the related revenue is calculated as a percentage of average daily AUM, such as mutual fund-type investment products offered to retail investors. (Retail AUM arises from client investments into funds available to the public with shares or units).  Our total average AUM calculation also consists of monthly averages for institutional AUM, as the related institutional revenue is generally calculated using end-of-period AUM balances as its basis.  (Institutional AUM originates from individual corporate clients, endowments, foundations, government authorities, universities, or charities).   We believe the level of precision in a daily average AUM calculation, where appropriate, is useful and more closely aligned to the related management fee revenue, and we desire to be consistent in our use of daily average AUM in any other disclosures requiring average AUM that we plan to use.  Currently, we are able to provide an average AUM disclosure utilizing daily average AUM, where applicable, by asset class.  Unfortunately, due to our AUM reporting system limitations, we do not currently consolidate daily average AUM by distribution channel or client domicile, and we are therefore unable to disclose these average AUM amounts.

Our AUM reporting infrastructure is maintained in a separate and distinct system from our general ledger.  Investment management fee information, on the other hand, is recorded directly into our general ledger system.  We have built internal controls to assess the accuracy of revenue data that we receive from external systems, such as transfer agency systems, which is then input into our general ledger for purposes of recording

September 13, 2013

Mr. Hugh West

Page 4

our management fees.  Retail management fees, for example, are calculated in the transfer agency systems, on a product-by-product basis, as a percentage of the daily average AUM balances.  The fee information is then loaded into our general ledger; the AUM information is not.

It should be noted that our current AUM disclosure of rollforward activity and ending balances by distribution channel presents consolidated and reported AUM by type of sales team (our internal distribution channels). In other words, AUM amounts disclosed as retail channel AUM represents AUM distributed by our retail sales team; whereas AUM amounts disclosed as institutional channel AUM represents AUM distributed by our institutional sales team.  This has traditionally been a good proxy for capturing AUM by retail or institutional vehicle type.   Since 2005, when we adopted our strategy to become an integrated global asset manager, one of the steps we took to unify our business and present the organization as a single firm to our clients around the world included increased efforts to cross-sell our investment capabilities globally and better integrate our sales forces.  As a result, our retail and institutional sales forces are able to sell products that cross over traditional delineations of retail or institutional vehicle types.  Therefore, not all products sold in the disclosed retail distribution channel are "retail" products, and not all products sold in the disclosed institutional channel are "institutional" products.  This evolution has led the Company to review its AUM disclosures and to contemplate alternative AUM presentations.

In summary, we have built an AUM reporting infrastructure that can produce average daily AUM by asset class.  As discussed above, we are currently reviewing our distribution channel AUM reporting framework.  We are also reviewing the automation of data that would allow us to consolidate daily average AUM, where applicable, for the client domicile AUM breakout.  At this time, therefore, we propose not to include disclosure of average AUM by these categories in our filings until we complete our analysis.

Item 7A. Quantitative 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 expand 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.).

Response to Comment 6

We derive substantially all of our revenues from investment management contracts with clients. Under these contracts, the investment management fees paid to us are typically based on the market value of AUM. AUM may decline for various reasons, including price declines in the securities markets generally, price declines in the market segments in which those assets are concentrated, or by the strengthening of the U.S. dollar relative to the foreign currencies in which our foreign AUM is denominated.  Declines in the market value of the assets in the funds and accounts managed would decrease AUM (and therefore revenues).  For any period in which revenues decline, our operating margin and net income may decline by a greater proportion because certain expenses remain fixed.  Approximately 43% of our total AUM were invested in equity securities and approximately 57% were invested in fixed income and other investments at December 31, 2012.  We cannot predict whether volatility in the markets will result in substantial or sustained declines in

September 13, 2013

Mr. Hugh West

Page 5

the securities markets generally or result in price declines in market segments in which our AUM are concentrated. Any of the foregoing could negatively impact our revenues, income and operating margin.

In future Form 10-K filings, the Company will expand the disclosure to include a sensitivity analysis that demonstrates the impact that changes in the fair value of our managed assets could have on our results of operations. Such sample additional disclosure is presented in italics below:

Assuming the revenue yield on AUM for the year remains unchanged, a 20% decline in the average AUM for the year would result in a corresponding decline in revenue. Certain expenses including distribution and compensation expenses may not vary in proportion with the changes in the market value of AUM. As such, the impact on operating margin or net income of a decline in the market values of AUM may be greater or less than the percentage decline in the market value of AUM.

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 future filings to also disclose the potential impact of the 20% increase and decrease on future earnings.

Response to Comment 7

In future Form 10-K filings, we will expand the disclosure to discuss the potential impact on net income of the increase and decrease in the fair value of financial instruments carried at fair value.

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, that 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 voting interest entities (VOEs) as opposed to VIEs.

Response to Comment 8

In future Form 10-K filings, the Company will revise the consolidation policy to provide a more detailed explanation of the process for assessing each private equity and real estate fund in which the Company is the general partner or manager.  Our disclosure will clarify that we do assess if the partnership meets the definition of a VIE in accordance with ASC 810-10-15-14.

September 13, 2013

Mr. Hugh West

Page 6

We earn fees from providing professional services to thousands of investment products.  We inventory our funds by vehicle type before performing a consolidation analysis.  Generally, the more complex the fund structure, the more susceptible it is to consolidation, and the more detailed is our consolidation analysis.

The Company has an internal control in place whereby all new funds created from quarter-to-quarter are evaluated for consolidation based upon a variety of factors, including the legal form of the investment vehicle, the management/performance fee structure, and any investment the Company may have in the fund. Certain fund vehicle-types are more susceptible to consolidation due to the combination of these factors.  A detailed consolidation evaluation is performed for each new private equity and real estate partnership, for example, due to their more complex structures and the combination of these other factors.  This evaluation includes a detailed review of the terms of the fund's governing documents and a comparison of the significant terms against the consolidation criteria in ASC 810, including a determination of whether the fund is a VIE or a VOE.

For those private equity and real estate funds that are determined to be VIEs, 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 be de facto agents of the company, resulting in the company determining that it is the primary beneficiary of the investment product. Non-VIE general partnership investments are deemed to be controlled by the company and are consolidated under a VOE model, if material, unless the limited partners (i) have the substantive ability to remove the

CORRESP
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		Request for Extension - Part 2

September 5, 2013

VIA EDGAR

Ms. Sasha Pechenik

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

FILE NUMBER: 1-13908

Dear Ms. Pechenik;

This letter sets forth the request of Invesco Ltd. (the “Company”) for an extension of the deadline for our response to your comment letter, dated July 31, 2013, relating to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2013.

The Company would like to respond to the Commission's comment letter by September 13, 2013. We believe that this additional time is needed to internally discuss and review the Company's responses to your comments.

If you have any questions regarding this letter, please do not hesitate to call me, Rod Ellis, at (404) 479-2919.

Very truly yours,

 /s/  Roderick Ellis

      Roderick Ellis, Group Controller and Chief Accounting Officer

cc:

 Martin L. Flanagan, CEO and President

Loren Starr, CFO

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

CORRESP
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		Request for Extension

August 1, 2013

VIA EDGAR

Ms. Sasha Pechenik

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

FILE NUMBER: 1-13908

Dear Ms. Pechenik;

This letter sets forth the request of Invesco Ltd. (the “Company”) for an extension of the deadline for our response to your comment letter, dated July 31, 2013, relating to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2013.

The Company would like to respond to the Commission's comment letter by September 6, 2013. We believe that this additional time is needed to internally discuss and agree upon the Company's disclosures that will be included in the future filings.

If you have any questions regarding this letter, please do not hesitate to call me, Rod Ellis, at (404) 479-2919.

Very truly yours,

 /s/  Roderick Ellis

      Roderick Ellis, Group Controller and Chief Accounting Officer

cc:

 Martin L. Flanagan, CEO and President

Loren Starr, CFO

October 31 , 2012
Via E -Mail

Mr. Loren M. Starr
Senior Managing Director and C FO
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
  File No.  1-13908

Dear Mr. Starr:

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

        /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief

CORRESP
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		Round 3 (C) Response

October 30, 2012

VIA EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012

RESPONSE LETTERS DATED SEPTEMBER 28, 2012, OCTOBER 4, 2012,

OCTOBER 10, 2012, OCTOBER 25, 2012, AND OCTOBER 29, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth additional information requested of Invesco Ltd. (the “Company”) during a call with the Staff on Monday, October 29, 2012, in which the Staff discussed an additional comment regarding draft guarantor condensed consolidating financial information included in the Company's letter dated October 29, 2012.   The additional comment, as noted by the Company during the call, is indicated in this letter in italics, followed by the Company's response.  We have continued to finalize the amounts disclosed in our draft guarantor condensed consolidating financial information based on this comment and look forward to discussing any additional comments with the Staff.

The Company is filing, via EDGAR, this additional information.  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 30, 2012

Mr. Rufus Decker

Page 2

1.

 There is a presumption that distributions from subsidiary entities to parent entities would be dividends first to the extent of available retained earnings, and would then become return of capital.  Review the return of capital transactions in the statements of cash flows and characterize them as dividends paid rather than returns of capital if the subsidiary had adequate retained earnings.

Response to Comment 1

In our previous presentation, we classified certain distributions as investing on the basis of the legal form of the transaction (return of capital).  After considering the Staff's comments in our October 29, 2012 call, we have reclassified amounts received from subsidiaries to operating cash flows to the extent the distributing subsidiary had sufficient retained earnings.  Amounts distributed in excess of available retained earnings continue to be presented as returns of capital within financing cash flows.  As previously mentioned, the non-Guarantor column consists of over 200 subsidiaries.  We considered the individual distributing subsidiary retained earnings as the determinative amount in evaluating the character of the distribution.

We attach an updated draft of our guarantor condensed consolidating statements of cash flows for 2011 and 2010 to be contained in our 2011 Form 10-K/A at Appendix A of this letter.  The 2009 statement is not impacted by this reclassification.  Reconciliations of the 2011 and 2010 amounts reclassified are presented below.

Reconciliation of Changes to Guarantor Condensed Consolidating Statements of Cash Flows

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

Year ended December 31, 2011

Operating activities:

Net cash provided by/(used in) operating activities, as reported in the Company's October 25, 2012 letter and as reported in Appendix A of the October 29, 2012 letter

 299.6

 673.4

 (3.7

 )

 389.0

 (393.5

 )

 964.8

Reclassifications:

(A)  Dividend

 61.0

 (61.0

 )

 —

Net cash provided by/(used in) operating activities, as reported in  Appendix A of this letter

 299.6

 673.4

 —

 57.3

 —

 389.0

 —

 (454.5

 )

 —

 964.8

Investing activities:

Net cash provided by/(used in) investing activities, as reported in Appendix A of the October 29, 2012 letter

 (76.5

 )

 406.3

 (53.5

 )

 (6.3

 )

 78.1

 348.1

Reclassifications:

(A)  Dividend

 (61.0

 )

 61.0

 —

Net cash provided by/(used in) operating activities, as reported in  Appendix A of this letter

 (76.5

 )

 406.3

 —

 (114.5

 )

 —

 (6.3

 )

 —

 139.1

 —

 348.1

Footnotes:

(A)

 An intercompany distribution from a non-guarantor to the Issuer has been reclassified from return of capital (out of the Issuer's investing cash flows) to dividend (into the Issuer's operating cash flows).

October 30, 2012

Mr. Rufus Decker

Page 3

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

Year ended December 31, 2010

Operating activities:

Net cash provided by/(used in) operating activities, as reported in Appendix A of the October 29, 2012 letter

 298.1

 103.7

 (45.2

 )

 167.1

 (144.5

 )

 379.2

Reclassifications:

(A)  Dividend

 —

 17.0

 (17.0

 )

 —

(B)  Dividend

 37.9

 (37.9

 )

Net cash provided by/(used in) operating activities, as reported in  Appendix A of this letter

 298.1

 103.7

 —

 (7.3

 )

 —

 184.1

 —

 (199.4

 )

 —

 379.2

Investing activities:

Net cash provided by/(used in) investing activities, as reported in Appendix A of the October 29, 2012 letter

 (742.4

 )

 364.9

 (57.5

 )

 209.7

 (112.5

 )

 (337.8

 )

Reclassifications:

(A)  Dividend

 (17.0

 )

 17.0

 —

(B)  Dividend

 37.9

 (37.9

 )

 —

Net cash provided by/(used in) investing activities, as reported in  Appendix A of this letter

 (742.4

 )

 402.8

 —

 (95.4

 )

 —

 192.7

 —

 (95.5

 )

 —

 (337.8

 )

Financing activities:

Net cash provided by/(used in) financing activities, as reported in Appendix A of the October 29, 2012 letter

 356.3

 (406.3

 )

 103.6

 (376.5

 )

 257

 (65.9

 )

Reclassifications:

(B)  Dividend

 (37.9

 )

 37.9

 —

Net cash provided by/(used in) financing activities, as reported in  Appendix A of this letter

 356.3

 (444.2

 )

 —

 103.6

 —

 (376.5

 )

 —

 294.9

 —

 (65.9

 )

Footnotes:

(A)

 An intercompany distribution from a non-Guarantor to the Parent has been reclassified from return of capital to dividend ($17.0 million).  Note that there remains a return of capital component of this payment ($395.8 million) in the financing section of the non-Guarantors as a return of capital cash outflow and in the investing section of the Parent as a return of capital cash inflow.

(B)

 An additional intercompany distribution from a non-Guarantor to the Issuer was identified which was presented within the "Other net increases/(decreases) in investing activities" line item in the investing section of both the non-Guarantor and the Issuer in the October 29, 2012 presentation.  This amount has been reclassified to dividend (into the Parent's operating cash inflows) from the non-Guarantor (out of the non-Guarantor's financing cash outflows).

October 30, 2012

Mr. Rufus Decker

Page 4

*    *    *    *

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

 /s/  Loren M. Starr

      Loren M. Starr

cc:

 Ernst & Young LLP

October 30, 2012

Mr. Rufus Decker

Page 5

APPENDIX A -- DRAFT GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Revised Condensed Consolidating Statements of Cash Flows

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

Year ended December 31, 2011

Operating activities:

Net cash provided by/(used in) operating activities

 299.6

 673.4

 57.3

 389.0

 (454.5

 )

 964.8

Investing activities:

Capital contribution (to)/from subsidiary

 —

 —

 (116.0

 )

 (23.1

 )

 139.1

 —

Purchase of investments by consolidated investment products

 —

 (2,991.4

 )

 —

 —

 —

 (2,991.4

 )

Proceeds from sale of investments by consolidated investment products

 —

 3,369.8

 —

 —

 —

 3,369.8

Returns of capital in investments of consolidated investment products

 —

 109.2

 —

 —

 —

 109.2

Purchase of other investments

 (29.0

 )

 (114.4

 )

 —

 —

 —

 (143.4

 )

Other net increases/(decreases) in investing activities

 (47.5

 )

 33.1

 1.5

 16.8

 —

 3.9

Net cash (used in)/provided by investing activities

 (76.5

 )

 406.3

 (114.5

 )

 (6.3

 )

 139.1

 348.1

Financing activities:

Capital contribution from/(to) parent

 116.0

 23.1

 —

 —

 (139.1

 )

 —

Purchases of treasury shares

 —

 —

 —

 (436.5

 )

 —

 (436.5

 )

Dividends paid

 —

 (406.3

 )

 (48.4

 )

 (220.6

 )

 454.5

 (220.8

 )

Capital invested into consolidated investment products

 —

 37.2

 —

 —

 —

 37.2

Capital distributed by consolidated investment products

 —

 (172.4

 )

 —

 —

 —

 (172.4

 )

Net borrowings/(repayments) of debt of consolidated investment products

 —

 (513.3

 )

 —

 —

 —

 (513.3

 )

Net borrowings/(repayments) under credit facility

 (31.0

 )

 —

 —

 —

 —

 (31.0

 )

Net intercompany borrowings/(repayments)

 (299.9

 )

 (69.1

 )

 107.7

 261.3

 —

 —

Other net increases/(decreases) in financing activities

 —

 2.3

 (0.1

 )

 12.5

 —

 14.7

Net cash (used in)/provided by financing activities

 (214.9

 )

 (1,098.5

 )

 59.2

 (383.3

 )

 315.4

 (1,322.1

 )

(Decrease)/increase in cash and cash equivalents

 8.2

 (18.8

 )

 2.0

 (0.6

 )

 —

 (9.2

 )

Foreign exchange movement on cash and cash equivalents

 —

 (3.9

 )

 —

 —

 —

 (3.9

 )

Cash and cash equivalents, beginning of year

 12.4

 725.9

 1.1

 1.1

 —

 740.5

Cash and cash equivalents, end of year

 20.6

 703.2

 3.1

 0.5

 —

 727.4

October 30, 2012

Mr. Rufus Decker

Page 6

APPENDIX A -- DRAFT GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Revised Condensed Consolidating Statements of Cash Flows (continued)

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

Year ended December 31, 2010

Operating activities:

Net cash provided by/(used in) operating activities

 298.1

 103.7

 (7.3

 )

 184.1

 (199.4

 )

 379.2

Investing activities:

Capital contribution (to)/from subsidiary

 —

 —

 (97.2

 )

 192.7

 (95.5

 )

 —

Purchase of investments by consolidated investment products

 —

 (2,367.7

 )

 —

 —

 —

 (2,367.7

 )

Proceeds from sale of investments by consolidated investment products

 —

 2,784.8

 —

 —

 —

 2,784.8

Returns of capital in investments of consolidated investment products

 —

 81.5

 —

 —

 —

 81.5

Purchase of other investments

 (20.3

 )

 (49.1

 )

 —

 —

 —

 (69.4

 )

Acquisition of businesses

 (674.5

 )

 (75.1

 )

 —

 —

 —

 (749.6

 )

Other net increases/(decreases) in investing activities

 (47.6

 )

 28.4

 1.8

 —

 —

 (17.4

 )

Net cash (used in)/provided by investing activities

 (742.4

 )

 402.8

 (95.4

 )

 192.7

 (95.5

 )

 (337.8

 )

Financing activities:

Capital contribution from/(to) parent

 97.2

 (255.4

 )

 62.7

 —

 95.5

 —

Purchases of treasury shares

 —

 —

 —

 (192.2

 )

 —

 (192.2

 )

Dividends paid

 —

 (199.4

 )

 —

 (197.9

 )

 199.4

 (197.9

 )

Capital invested into consolidated investment products

 —

 24.3

 —

 —

 —

 24.3

Capital distributed by consolidated investment products

 —

 (97.2

 )

 —

 —

 —

 (97.2

 )

Net borrowings/(repayments) of debt of consolidated investment products

 —

 (207.3

 )

 —

 —

 —

 (207.3

 )

Net borrowings/(repayments) under credit facility

 570.0

 —

 —

 —

 —

 570.0

Net intercompany borrowings/(repayments)

 (310.9

 )

 275.9

 40.9

 (5.9

 )

 —

 —

Other net increases/(decreases) in financing activities

 —

 14.9

 —

 19.5

 —

 34.4

Net cash provided by/(used in) financing activities

 356.3

 (444.2

 )

 103.6

 (376.5

 )

 294.9

 (65.9

 )

(Decrease)/increase in cash and cash equivalents

 (88.0

 )

 62.3

 0.9

 0.3

 —

 (24.5

 )

Foreign exchange movement on cash and cash equivalents

 —

 3.0

 —

 —

 —

 3.0

Cash and cash equivalents, beginning of year

 100.4

 660.6

 0.2

 0.8

 —

 762.0

Cash and cash equivalents, end of year

 12.4

 725.9

 1.1

 1.1

 —

 740.5

CORRESP
1
filename1.htm

		Round 3 (B) Response

October 29, 2012

VIA EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

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 additional information requested of Invesco Ltd. (the “Company”) during a call with the Staff on Friday, October 26, 2012, in which the Staff discussed several comments regarding draft guarantor condensed consolidating financial information included in the Company's letter dated October 25, 2012.   Each of the comments, as noted by the Company during the call, is indicated in this letter in italics, followed by the Company's response.  We have continued to finalize the amounts disclosed in our draft guarantor condensed consolidating financial information based on these comments and look forward to discussing any additional comments with the Staff.

The Company is filing, via EDGAR, this additional information.  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 29, 2012

Mr. Rufus Decker

Page 2

Draft Revised Guarantor Condensed Consolidating Balance Sheet

1.

 In the Adjustments column of the Draft Revised December 31, 2011 guarantor condensed consolidating balance sheet included in the Company's letter dated October 25, 2012, the Staff noted that the adjustment for the current intercompany receivables balance of $978.8 million was not the same offsetting balance as the current intercompany payables balance of $933.1 million and questioned why these numbers were not offsetting amounts.

Response to Comment 1

As discussed in our letter dated October 25, 2012, the numbers in our guarantor footnote were still under review and were marked draft.  We have continued to finalize the numbers in advance of our impending amended filings, and we did identify one additional change to the December 31, 2011 condensed consolidating balance sheet information relating to the intercompany balance adjustments.  As you noted, the adjustments for current intercompany receivables and payables should offset.  We have reflected another set of guarantor financial information reflecting the current status of our draft as Appendix A to this letter.

Draft Revised Guarantor Condensed Consolidating Statements of Cash Flows

2.

 There are new rows included in the Draft Revised Guarantor Condensed Consolidating Statements of Cash Flows in the October 25, 2011 presentation.  These rows include the "Capital contribution (to)/from subsidiary" line item within the Investing section and the "Capital contribution from/(to) parent" line item within the Financing section.   These rows were not included in the presentation of the condensed consolidating statement of cash flows for the year ended December 31, 2011 that was included in Appendix 2 of your response letter dated July 17, 2012.  Where were the amounts in these new line items included in the presentation used in your letter dated July 17, 2012?  How did the Company objectively determine that these cash flows were capital contributions and returns of capital instead of dividends?  Explain why these cash flows do not appear to be consistent from period-to-period.

Response to Comment 2

As a result of the Staff's request in comment 2 of the letter dated October 18, 2012 that the Company reclassify intercompany loans and advances out of operating cash flows and reflect them in financing cash flows, the Company reviewed its prior presentation provided in Appendix 2 of our letter dated July 17, 2012 ("Appendix 2") of other intercompany capital transactions, including transactions in which parent entities within the consolidated group contribute capital to subsidiary entities and and subsidiary entities return capital back to the parent entities.

In Appendix 2, capital contribution cash outflows were disclosed within the investing section of the condensed consolidating statements of cash flows as "Purchase of other investments" or "Other net increases/(decreases) in investing activities" by the parent entities with the group.  Returns of capital cash outflows from subsidiary entities to parent entities were also reflected by the subsidiaries within the investing section of the condensed consolidating statements of cash flows as "Other net increases/(decreases) in investing activities."

October 29, 2012

Mr. Rufus Decker

Page 3

In reviewing and challenging our prior disclosure, we determined that parent investments in subsidiary entities should be classified as investing cash outflows in accordance with ASC 230-10-45-13.  Additionally, there is symmetry between the parent entity's cash flow presentation of capital contributions as investing activities and its balance sheet accounting for capital contributions, which reflects these transactions as increases to investment balances.  When the investment is returned to the parent, the parent reflects the return as an investing cash inflow in accordance with ASC 230-10-45-12.  Receipt and returns of capital, however, should be reflected as financing cash flows by the subsidiary entity in accordance with ASC 230-10-20 and 230-10-45-14 and 45-15.

We determined that the returns of capital from the subsidiaries were not dividend transactions through our review of the accounting treatment followed by the parent and subsidiary entities.  The subsidiary entities had recorded the returns of capital as reductions of their capital accounts and not as reductions of retained earnings.  Similarly, the parent entities had recorded the receipt of the returns of capital as reductions of their investments in the subsidiaries and not as dividend income.

As a result of the Staff's comments relating to the classification of intercompany balances and the presentation of intercompany cash flows in the guarantor condensed consolidating financial statements, the Company has developed additional review procedures for the preparation of this information.  These procedures include reviewing the investment in subsidiary roll forwards for the parent entities, which will allow for the proper characterization of intercompany capital transactions between parent and subsidiaries.  Additionally, a summary schedule is now being created listing all intercompany capital transactions to be used as a tracking and cash flow matching worksheet for the parent and subsidiary entities.

The Staff requested further explanation relating to the classification of certain capital transactions between entities within our consolidated group.  These 2011 intercompany capital transactions are separately explained below.

1.

 The Issuer invested new capital into a guarantor entity of $116.0 million.  In Appendix 2, we reported this Issuer cash outflow as an investing outflow in the "Purchase of other investments" line item within the investing section in the Issuer column.  The Guarantor entity who received the capital reported this cash receipt within operating activities (a positive $116.0 million was included in the $115.7).  We had double-reported the receipt of the capital as an investing inflow by the non-Guarantors (a positive $116.0 million was included within the $27.2 million balance in "Purchase of other investments" in the non-guarantor column) and as a non-Guarantor operating cash outflow (a negative $116.0 million was included in the $488.4 million non-Guarantor cash provided by operating activities).  This gross-up in the non-Guarantor column offset to zero in the non-Guarantor net cash flows.

In the cash flow information included in our October 25, 2012 letter, we corrected this presentation.  The $116.0 million continues to be reflected within the investing section of the Issuer but is now separately presented as a capital contribution to a subsidiary.  The receipt of this amount is reflected within the financing section of the Guarantor column as a cash inflow.

Please refer to the line items marked (C) in the reconciliations provided in response to comment 3 below for an illustration of the reclassifications relating to the $116.0 million.

October 29, 2012

Mr. Rufus Decker

Page 4

2.  A non-guarantor entity returned capital of $61.0 million to the Issuer.  In Appendix 2, we reported the Issuer cash inflow in the Issuer investing cash flows within the $62.5 million balance in the "Other net increases/(decreases) in investing activities" line item.  The non-Guarantor similarly reflected the return of capital cash outflow in investing cash flows within the negative $27.9 million balance in the same line item.

In the draft cash flow information included in our October 25, 2012 letter, we reflected the non-Guarantor's return of capital as a cash outflow in the "Capital contribution (to)/from subsidiary" line item within the non-Guarantor's investing cash flows.  We similarly reflected the $61.0 million as a positive balance in the Issuer's financing cash flows.

In the cash flow information included within this letter at Appendix A, the non-guarantor has now presented this return of capital as a financing cash outflow in the "Capital contribution from/(to) parent" line item.

Please refer to the line items marked (D) in the reconciliations provided in response to comment 3 below for an illustration of the reclassifications relating to the $61.0 million.

3.

 The parent invested $23.1 million in several non-guarantor subsidiaries.  In Appendix 2, we included this investment within the $25.6 million Parent cash outflow in the "Purchase of other investments" line item within the Parent's investing cash flows.  The receipt of this capital was also reflected as an investing activity by the non-Guarantor subsidiary recipients and was included within the $27.2 million non-Guarantor cash inflow in the "Purchase of other investments" line item.

In the cash flow information included in our October 25, 2012 letter, the $23.1 million capital contribution is reflected in the Parent column within the investing section as a "Capital contribution (to)/from subsidiary," and in the non-Guarantor column within the financing section as a "Capital contribution from/(to) parent."

Please refer to the line items marked (E) in the reconciliations provided in response to comment 3 below for an illustration of the reclassifications relating to the $23.1 million.

Capital transactions between parent and subsidiary entities may differ from period-to-period.  During our call on October 26, 2012, the Staff requested further explanation for certain 2010 intercompany capital transactions reflected in the condensed consolidating cash flow information that we presented in our October 25, 2012 letter.  These transactions are further explained below.

1.

 The Parent made two investments during the period:  $62.7 million into the Issuer, and $140.4 million into non-Guarantor entities.  Both of these investments were included as cash outflows within the positive $209.7 million balance in the "Capital contribution (to)/from subsidiary" line item in the Parent column.

The Issuer entity receiving the $62.7 million reflected this as a financing cash inflow in the "Capital contribution from/(to) parent" line item.  The non-Guarantor entities receiving the $140.4 million reflected this as a financing cash inflow in this same line item.  The $140.4 million positive number is included within the negative $272.4 million cash flow.

October 29, 2012

Mr. Rufus Decker

Page 5

2.

 Non-Guarantor entities returned capital of $412.8 million to the Parent.  The Parent is reflecting this as an investing cash inflow.  Therefore, the $412.8 million inflow less the $62.7 million outflow less the $140.4 million outflow equal the positive $209.7 million balance in the Parent's "Capital contribution (to)/from subsidiary" line item.   Likewise, in the non-Guarantor financing section, the $412.8 million cash outflow less the $140.4 million cash inflow discussed above equals the $272.4 million balance in the non-Guarantor's "Capital contribution from/(to) parent" line item.

3.

 Provide a reconciliation of the cash flows from operating activities reported in the Company's 2011 Form 10-K filed on February 24, 2012, to the balances presented as cash flows from operating activities in the Draft Guarantor Condensed Consolidating Statement of Cash Flows in the Company's letter dated October 25, 2012.   Provide a reconciliation of cash flows from investing activities reported in Appendix 2 of the Company's July 17, 2012 letter to the balances presented as cash flows from investing activities in the Company's October 25, 2012 letter.

Response to Comment 3

The requested reconciliations are presented below.  Reconciling items primarily relate to the reclassifications made to properly reflect the capital transactions discussed in our response to comment 2 above.   Additionally, we have reclassified intercompany loans and advances from operating cash flows and into financing cash flows, as requested by the Staff in comment 2 of their letter dated October 18, 2012.

We attach an updated draft of our full condensed consolidating guarantor financial statements to be contained in our 2011 Form 10-K/A at Appendix A of this letter.

October 29, 2012

Mr. Rufus Decker

Page 6

Reconciliation of Changes to Guarantor Condensed Consolidating Statements of Cash Flows

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

Year ended December 31, 2011

Operating activities:

Net cash provided by/(used in) operating activities, as reported in the 2011 Form 10-K

 115.7

 536.8

 55.5

 650.3

 (393.5

 )

 964.8

Reclassifications:

(A)  Dividend

 —

 (48.4

 )

 48.4

 —

 —

 —

Net cash provided by/(used in) operating activities, as reported in Appendix 2 of the Company's July 17, 2012 letter

 115.7

 488.4

 103.9

 650.3

 (393.5

 )

 964.8

Reclassifications:

(B)  Reclassification of intercompany loans

 299.9

 69.1

 (107.7

 )

 (261.3

 )

 —

 —

(C)  New capital invested from Issuer to guarantor

 (116.0

 )

 116.0

 —

 —

 —

 —

Other

 —

 (0.1

 )

 0.1

 —

 —

 —

Net cash provided by/(used in) operating activities, as reported in the Company's October 25, 2012 letter and as reported in Appendix A of this letter

 299.6

 673.4

 (3.7

 )

 389.0

 (393.5

 )

 964.8

Investing activities:

Net cash provided by/(used in) investing activities, as reported in the Company's 2011 Form 10-K and as reported in Appendix 2 of the Company's July 17, 2012 letter

 (76.5

 )

 486.9

 (53.5

 )

 (6.3

 )

 (2.5

 )

 348.1

Reclassifications:

(C)  New capital invested from Issuer to Guarantor

 —

 (116.0

 )

 —

 —

 116.0

 —

(D)  Return of capital from non-Guarantor to Issuer

 —

 (61.0

 )

 —

 61.0

 —

(E)  New investment from Parent to non-Guarantor

 —

 (23.1

 )

 —

 —

 23.1

 —

Other

 —

 (2.5

 )

 —

 —

 2.5

 —

Net cash provided by/(used in) investing activities, as reported in the Company's October 25, 2012 letter

 (76.5

 )

 345.3

 (114.5

 )

 (6.3

 )

 200.1

 348.1

Reclassifications:

(D)  Return of capital from non-Guarantor to Issuer

 —

 61.0

 61.0

 —

 (122.0

 )

 —

Net cash provided by/(used in) investing activities, as reported in Appendix A of this letter

 (76.5

 )

 406.3

 (53.5

 )

 (6.3

 )

 78.1

 348.1

Please see the footnotes to this table on the next page.

CORRESP
1
filename1.htm

		Round 3 (A) Response

October 25, 2012

VIA EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

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*

 19

 (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

CORRESP
1
filename1.htm

		Round 3 Response

October 24, 2012

VIA EXPRESS DELIVERY AND EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

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 the responses of Invesco Ltd. (the “Company”) to your comment letter, dated October 18, 2012, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) of the Company, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 24, 2012, the Quarterly Report on Form 10-Q for the periods ended June 30, 2012 of the Company, filed with the SEC on August 1, 2012, and our response letters filed with the SEC on September 28, 2012, October 4, 2012 and October 10, 2012.  Our responses herein are consistent with the points expressed on our call with the Staff on October 23, 2012.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to the Commission's comments regarding the above filings. Enclosed as well are two hard copies of the Company's response letter. We have included your original questions in italics in addition to providing our responses.

October 24, 2012

Mr. Rufus Decker

Page 2

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.

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 the amounts you intend to present in the footnote 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.

Response to Comment 1

We confirm that the amounts we intend to present in the proposed footnote are only going to be related party transaction amounts. We will include our proposed disclosure in our amended 2011 Form 10-K and amended second quarter 2012 Form 10-Q, as well as in future filings.

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 due 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 operating 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

October 24, 2012

Mr. Rufus Decker

Page 3

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 activities. 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 the 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 errors 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 disclosures 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 future 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;

•

 Consider the need to file an Item 4.02 Form 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 the 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 certifications 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 Forms 10-K/A and 10-Q/A, as applicable. In addition, 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.

Response to Comment 2

In our amended 2011 Form 10-K, amended second quarter 2012 Form 10-Q, and in future filings, we will reflect the changes you note above within the guarantor footnote.  Our response to this comment will address our acknowledgment of the bulleted items you have raised regarding the items to be included in our amended 2011 Form 10-K and amended second quarter 2012 Form 10-Q, and then set forth our analysis and conclusions regarding your suggestion that we consider the impact the errors had on our previous conclusions regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures, and our consideration of the need to file an Item 4.02 Form 8-K.

October 24, 2012

Mr. Rufus Decker

Page 4

•

 We will include disclosures consistent with the provisions of ASC 250-10-50-7.

•

 For the reasons indicated in this response, we do not view the corrections as material to the financial statements taken as a whole.  We will clearly label the affected financial statements as "Revised" and will use similar labels in any future interim or annual filing where revised prior periods are presented.

•

 We have consulted with our auditors, who have determined that including an explanatory paragraph referring to the change as a restatement or material correction of an error in their report on the consolidated financial statements is not necessary.  However, the auditors have advised us that they will dual date their opinion for the changes to the guarantor footnote as well as the effect of adopting Accounting Standards Update (ASU) 2011-05, "Presentation of Comprehensive Income," as amended by ASU 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05."

•

 We will include management certifications in our amended filings that are currently dated and which will refer to the amended documents, as applicable.

•

 In our amended filings, we will also comply with the other previously issued comments that directly impact the financial statements.

•

 We will reclassify undocumented intercompany balance sheet amounts out of non-current liabilities and into current liabilities.

For the reasons we set out in our response to comment 12 in our letter dated September 28, 2012, we believe that the errors within the guarantor footnote do not constitute material misstatements of our financial statements taken as a whole.  We have re-challenged our prior conclusions and have applied due consideration and judgment with respect to the evaluation of our internal control over financial reporting and disclosure controls and procedures, and we have also given consideration to Item 4.02 of Form 8-K in light of the errors within the footnote.

With respect to our consideration of our conclusion regarding internal control over financial reporting, we acknowledge the errors in our guarantor footnote and will therefore revise our 2011 Form 10-K and second quarter Form 10-Q.  We note, however, that the errors in the footnote did not impact, in any way, Invesco Ltd.'s primary financial statements, including the consolidated balance sheets, statements of income, and statements of cash flows, nor did it alter the total mix of information available to investors.

The primary purpose of the guarantor footnote is to provide financial information to the holders of our long-term debt.  The errors do not impact the Company's liquidity or debt covenants, and they do not result in a default under any of the terms of the Company's debt instruments.  These errors also did not impact any of the key measures upon which a reasonable investor would rely in making a credit or, for that matter, an equity investment decision with respect to the Company.  Some of the key measures that an investor would rely upon include net income attributable to common shareholders, earnings per share, our consolidated financial position, liquidity, and changes in levels and composition of our assets under management.

October 24, 2012

Mr. Rufus Decker

Page 5

The errors do not represent a material misstatement of our financial statements taken as a whole, and are not indicative of a material weakness in our internal control over financial reporting.  Therefore, we believe that our prior conclusion that our internal control over financial reporting was effective remains correct.  Additionally, we have consulted with our auditors, who have determined that revisions to their report on internal control over financial reporting are not necessary.

With respect to our disclosure controls and procedures, the existence of a financial footnote error does not preclude a conclusion that our disclosure controls and procedures were effective.  The errors in the guarantor footnote concern presentation and categorization or netting of the intercompany balances, rather than disclosure of incorrect financial data or a failure to report the financial data.  In other words, the presentation in the footnote followed our consistent historical pattern and was intentional, even if technically incorrect.  As such, it did not represent a failure of any control, whether general or specific.  For these reasons, and those which were outlined above regarding the lack of impact to the key measures within the financial statements taken as a whole, we believe that our prior conclusion that our disclosure controls and procedures were effective remains correct.

With respect to our consideration of an Item 4.02 Form 8-K, we understand that this filing is required if we or our auditors reach a conclusion that our previously issued financial statements should no longer be relied upon.  We have noted certain SEC Staff interpretations that limit the focus of Item 4.02 to the primary financial statements.  As outlined above, our financial statements taken as a whole were not materially impacted by the errors in the guarantor footnote and we and our auditors agree that they may still be relied upon.  Therefore, we believe that an Item 4.02 Form 8-K is not required.

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

Condensed 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 million negative balance reported as "returns of capital in investments of 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 accurately 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 sale of investments by consolidated 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 230-10-45-7 through 45-9.

Response to Comment 3

The $44.9 million negative balance reported as "returns of capital in investments of consolidated investment products" was not a cash outflow; rather, it related to the effect of a presentation change made by our consolidated private equity fund-of-funds to combine the "returns of capital in investments of consolidated investment products" and "proceeds from sale of investments by consolidated investment products" line items.  There is an equal and opposite $44.9 million positive balance included within the "proceeds from

October 24, 2012

Mr. Rufus Decker

Page 6

sale of investments by consolidated investment products" line item.  As such, the presentation change had no impact on the Company's total cash flows from investing activities.

Our consolidated private equity fund-of-funds elected to make this presentation change as the "returns of capital in investments of consolidated investment products" line item is an insignificant line item on their statement of cash flows, and separate presentation of this line item is not required.  Consistent with our election to retain the specialized accounting and presentation of our consolidated investment products, we will a

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

CORRESP
1
filename1.htm

		Round 2 Response Remaining Comments

October 10, 2012

VIA EXPRESS DELIVERY AND EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012

RESPONSE LETTER DATED JULY 17, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the remaining responses of Invesco Ltd. (the “Company”) to your comment letter, dated August 28, 2012, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) of the Company, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 24, 2012, and the Quarterly Report on Form 10-Q for the periods ended June 30, 2012 of the Company, filed with the SEC on August 1, 2012.  The Company filed its responses to your comments 9, 10, 11, and 12 with the Commission on September 28, 2012.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to the Commission's remaining comments regarding the above filings. Enclosed as well are two hard copies of the Company's response letter. We have included your original questions in italics in addition to providing our responses.

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 10, 2012

Mr. Rufus Decker

Page 2

Form 10-K for the Year Ended December 31, 2011

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, page 24

General

1.

 We have reviewed your response to prior comment two from our letter dated June 15, 2012. It does not appear that you intend to explain in MD&A the material disparities reflected in your GAAP foreign and domestic profit margins. Given that your foreign revenue comprises 49% of consolidated revenue (page 126), the material decrease in your GAAP foreign profit margin, as well as the material increase in your GAAP domestic profit margin, must be fully explained. Your MD&A explanation may be supplemented with a separate discussion of the impact that CIP has on your GAAP domestic and foreign profit margins if you believe that to be useful. Currently, it does not appear that investors can reasonably assess whether the diminished margins reflected in your footnote disclosures are indicative of a material adverse factor or trend that could also impact future domestic and foreign operating results. Your proposed footnote presentation does not include the requested explanation and does not enable an investor to understand the extent to which the CIP pre-tax income and losses are comprised of foreign and domestic operations, as required by Article 4-08(h)(1) of Regulation S-X. As previously requested, please revise in future filings. Also, please tell us, and expand your disclosures in MD&A and in Note 20 to clearly disclose and explain why 100% of your CIP pre-tax income and loss is characterized as foreign.

Response to Comment 1

In future annual filings, we will explain in the Management's Discussion and Analysis (MD&A) commentary any material disparities reflected in our U.S. GAAP foreign and domestic operating revenues, as disclosed in our Geographic Information footnote, and income before taxes, as disclosed in our Taxation footnote.  We have included the footnote presentation we offered in comment 2 of our letter dated July 17, 2012, which we have revised to include the division of income/(losses) before taxes of consolidated investment products between U.S. and foreign.

Proposed New Disclosure in Taxation Footnote:

Income Before Taxes

 Year ended December 31,

$ in millions (except percentages)

 2011

 2010

U.S.

 486.4

 173.8

Consolidated Investment Products -- U.S.

 93.0

 97.2

Total U.S. income before income taxes

 579.4

 271.0

Foreign

 509.1

 479.3

Consolidated Investment Products  -- Foreign

 (180.4

 )

 83.5

Total Foreign income before income taxes

 328.7

 562.8

Income before income taxes

 908.1

 833.8

October 10, 2012

Mr. Rufus Decker

Page 3

Proposed new disclosure in the MD&A:

Total U.S. income before taxes of $579.4 million for the year ended December 31, 2011 (December 31, 2010:  $271.0 million) includes income before taxes of consolidated investment products of $93.0 million (December 31, 2010:  $97.2 million).  The 180% increase in U.S. income before taxes excluding consolidated investment products is primarily attributable to the inclusion of the full year of the acquisition of Morgan Stanley's retail asset management business, which occurred on June 1, 2010.  Income before taxes increased in 2011 more significantly than the increase in operating revenues from the year-ended December 31, 2010, due to the $150.0 million of transaction and integration costs that lowered income before taxes in 2010.   U.S. income before taxes of consolidated investment products primarily consists of income from consolidated private equity partnerships and totaled $93.0 million for the year ended December 31, 2011, a decrease of $4.2 million (4%) from 2010.

Total Foreign income before taxes of $328.7 million for the year ended December 31, 2011 (December 31, 2010:  $562.8 million) includes losses before taxes of consolidated investment products of $180.4 million (December 31, 2010:  income before taxes of consolidated investment products of $83.5 million).  The 6% increase in Foreign income before taxes excluding consolidated investment products is driven by a 12% increase in Foreign operating revenues during the period.  Foreign income/(losses) before taxes of consolidated investment products primarily consists of income/(losses) from consolidated collateralized loan obligations (CLOs) and Japanese real estate partnerships.  Foreign losses before taxes from consolidated investment products totaled $180.4 million for the year ended December 31, 2011 as compared to income before taxes from consolidated investment products of $83.5 million for the year ended December 31, 2010.  The change is primarily due to losses incurred by the company's consolidated CLOs in 2011, whereas gains were recorded by the consolidated CLOs in 2010.  CLO losses in 2011 were primarily driven by losses on long-term debt issued by the CLOs and losses on asset collateral held by the CLOs.  Losses on long-term debt were primarily due to narrower spread valuation assumptions on debt issued by certain CLOs and lower default rates.  CLO pretax income in 2010 was primarily driven by strong interest income on variable rate asset collateral held by the CLOs.

We generally invest in a very small portion of consolidated investment products, and there is no taxation associated with the income/(losses) of these products at the entity level, as discussed in our response to Comment 8.  In our 2011 Form 10-K disclosure, we defaulted to a presentation that excluded the income/(losses) before taxes of consolidated investment products from our U.S. income before taxes, as the U.S. income before taxes excluding consolidated investment products is the primary contributor to our consolidated effective tax rate.    As a result of the Staff's comment, we have reconsidered our previous presentation and have separately broken out and segregated the income/(losses) before taxes of consolidated investment products between U.S. and Foreign based upon the domicile of their incorporation, as illustrated in the table above.

2.

 We have reviewed your response to prior comment three from our letter dated June 15, 2012. Please also address your consideration of the capital requirements referenced on page 12. Article 4-08(e)(3) of Regulation S-X references minimum capital requirements as an example of a restriction under the rule. Consequently, the quantification of restricted net assets referenced in Article 4-08(e)(3)(ii) of Regulation S-X may be required.

October 10, 2012

Mr. Rufus Decker

Page 4

Response to Comment 2

We included the following disclosure on page 12 of our 2011 Form 10-K:

"Certain of our subsidiaries are required to maintain minimum levels of capital.  These and other similar provisions of applicable law may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities."

The quantification of restricted net assets referenced in Article 4-08(e)(3)(ii) of Regulation S-X is required  "when the restricted net assets of consolidated and unconsolidated subsidiaries and the parent's equity in undistributed earnings of 50 percent or less owned persons accounted for by the equity method together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year."  The restricted net assets of the Company's consolidated and unconsolidated subsidiaries and the parent's equity in undistributed earnings of 50 percent or less owned entities accounted for by the equity method together did not exceed 25% of consolidated net assets as of December 31, 2011, and in fact were less than 10% of consolidated net assets as of this date.  In the event that these balances did exceed 25% of consolidated net assets as of the end of any completed fiscal year, we will include the disclosures required by Article 4-08(e)(3)(ii).

3.

 We note that you present full non-GAAP consolidated condensed statements of operations on page 39 and elsewhere in MD&A. Please tell us why you believe it is appropriate to present a full non-GAAP income statement instead of merely quantifying the impact that CIP had on your operating results. In that regard, we believe that presenting a full non-GAAP income statement may attach undue prominence to the non-GAAP information. Refer to Question 102.10 of the Staff's Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

Response to Comment 3

As suggested by the Staff in Comment 7, we will remove the "Before Consolidation" column from this table  and elsewhere in the MD&A in future filings.

Item 8 - Financial Statements and Supplementary Data, page 79

General

4.

 We have reviewed your response to prior comment four from our letter dated June 15, 2012. Article 4-08(k) of Regulation S-X specifically requires that related party transactions be identified on the face of the financial statements. We understand that such amounts are material to certain corresponding revenue and expense accounts. Consequently, please revise your presentation in future filings. Also, if your related party transactions are indeed pervasive then the guidance in AU Section 508.19 may be relevant to the audit report.

Response to Comment 4

We understand the disclosure requirement in Article 4-08(k) of Regulation S-X to identify related party transactions on the face of the financial statements and the Staff's request that we comply with this disclosure

October 10, 2012

Mr. Rufus Decker

Page 5

requirement.  As explicitly complying with this requirement would add twelve additional line items to our financial statements and would complicate our presentation to users, we would like to propose a separate footnote presentation of related party balances.  This approach is consistent with peer asset management companies that present this information.  The disclosure will be similar to the format suggested in the table below:

Related parties include those defined in the company's currently effective proxy statement.  Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, "Related Party Disclosures."  Accordingly, the balances below primarily consist of  transactions with affiliated funds.

 Years ended December 31,

 2011

 2010

 2009

$ in millions

Affiliated operating revenues:

Investment management fees

Service and distribution fees

Performance fees

Other

Total affiliated operating revenues

 Years ended December 31,

 2011

 2010

Affiliated asset balances:

Cash equivalents

Unsettled fund receivables

Accounts receivable

Current investments

Assets held for policyholders

Non-current investments

Affiliated asset balances

Affiliated liability balances:

Unsettled fund payables

Other current liabilities

Affiliated liability balances

We would appreciate the opportunity to further discuss this matter with the Staff prior to the filing of our Form 10-Q for the three and nine months ended September 30, 2012, should the Staff object to our proposed approach.

Note 1 - Accounting Policies, page 89

Cash and Cash Equivalents, page 90

5.

 We have reviewed your response to prior comment five from our letter dated June 15, 2012. We do not object to your disclosure regarding the amount of cash and cash equivalents held by the European

October 10, 2012

Mr. Rufus Decker

Page 6

sub-group. Please enhance your disclosure in future filings to also disclose the total amount of foreign cash and cash equivalents as compared to your total amount of cash and cash equivalents as of year-end.

Response to Comment 5

In future filings, we will disclose the total amount of foreign cash and cash equivalents as compared to the total amount of cash and cash equivalents at period-end.

Note 16 - Taxation, page 122

6.

 We have reviewed your response to prior comment seven from our letter dated June 15, 2012. Please revise MD&A in future filings to explain variances in GAAP effective tax rates. We note the current disclosure covering only the non-GAAP effective tax rate variance.

Response to Comment 6

In future filings, we will provide disclosure in our MD&A of the explanation of variances in the U.S. GAAP effective tax rate.

7.

 Item 10(e)(1)(ii)(C) of Regulation S-K prohibits the presentation of non-GAAP financial measures either on the face of the financial statements or in the footnotes. Consequently, please delete the effective tax rate which excludes non-controlling interests. Similarly, please delete the Before Consolidation Income Statements and Balance Sheets in Note 20.

Response to Comment 7

In future filings, we will delete the effective tax rate excluding noncontrolling interests from the taxation footnote.  We will also remove the "Before Consolidation" column from the condensed consolidating statements of income and balance sheets presented in Note 20.

Note 20 - Consolidated Investment Products, page 127

8.

 Please explain to us why the CIP operating results presented in Note 20 do not include an income tax provision. If none of the CIP entities are required to pay income taxes then please clarify that fact in MD&A of future filings.

Response to Comment 8

As noted in Note 20, we consolidate CLOs, private equity, real estate, and fund-of-fund products.  These products are taxed at the investor level and not at the product entity level.  We will clarify this in the MD&A in future filings.

October 10, 2012

Mr. Rufus Decker

Page 7

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

Condensed Consolidated Statements of Cash Flows, page 6

13.

 Please explain to us how the Returns of capital in investments of consolidated products on page 6 caused a 24% negative impact on your investing cash flows.

Response to Comment 13

Due to the timing of the receipt of financial information from many of our consolidated investment products, the operating results and cash flows of these funds are included in the Company's consolidated financial statements on a lag.  The $44.9 million negative balance reported as "returns of capital in investments of consolidated investment products" reflects a pr

CORRESP
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		Round 2, Additional Info Request

October 4, 2012

VIA EXPRESS DELIVERY AND EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012

RESPONSE LETTER DATED JULY 17, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the additional information requested of Invesco Ltd. (the “Company”) from Mr. Jeffrey Gordon.  Mr. Gordon requested the December 31, 2010 condensed consolidating Guarantor balance sheet in the same format as that which we provided in Appendix 2 of our response letter dated July 17, 2012.

The Company is filing, via EDGAR, this letter setting forth this additional information.

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 4, 2012

Mr. Rufus Decker

Page 2

Guarantor Condensed Consolidating Balance Sheets

$ in millions

 Guarantors

 Non-Guarantors

 Issuer

 Parent

 Adjustments

 Consolidated

As of December 31, 2010

ASSETS

Current assets:

  Cash and cash equivalents

 12.4

 725.9

 1.1

 1.1

 —

 740.5

  Cash and cash equivalents of consolidated investment products

 —

 636.7

 —

 —

 —

 636.7

  Unsettled fund receivables

 —

 513.4

 —

 —

 —

 513.4

  Accounts receivable

 100.5

 324.2

 —

 —

 —

 424.7

  Accounts receivable of consolidated investment products

 —

 158.8

 —

 —

 —

 158.8

  Investments

 7.4

 269.5

 —

 31.9

 —

 308.8

  Prepaid assets

 9.6

 54.4

 —

 —

 —

 64.0

  Other current assets

 39.6

 68.0

 6.0

 0.7

 (12.5

 )

 101.8

  Deferred tax asset, net

 14.6

 15.8

 —

 —

 —

 30.4

  Assets held for policyholders

 —

 1,295.4

 —

 —

 —

 1,295.4

  Intercompany receivables

 9.3

 6.1

 147.2

 —

 (162.6

 )

 —

Total current assets

 193.4

 4,068.2

 154.3

 33.7

 (175.1

 )

 4,274.5

Non-current assets:

  Investments

 35.3

 125.0

 1.7

 2.4

 —

 164.4

  Investments of consolidated investment products

 —

 7,206.0

 —

 —

 —

 7,206.0

  Security deposit assets and receivables

 —

 146.3

 —

 —

 —

 146.3

  Other non-current assets

 2.8

 14.8

 2.8

 0.5

 —

 20.9

  Deferred sales commissions

 12.2

 30.0

 —

 —

 —

 42.2

  Property and equipment, net

 122.9

 149.5

 —

 —

 —

 272.4

  Intangible assets, net

 393.9

 943.3

 —

 —

 —

 1,337.2

  Goodwill

 2,322.9

 4,216.5

 440.8

 —

 —

 6,980.2

  Intercompany receivables

 311.1

 1,760.4

 573.6

 —

 (2,645.1

 )

 —

  Investment in subsidiaries

 1,333.8

 5.5

 4,766.1

 8,400.6

 (14,506.0

 )

 —

Total non-current assets

 4,534.9

 14,597.3

 5,785.0

 8,403.5

 (17,151.1

 )

 16,169.6

Total assets

 4,728.3

 18,665.5

 5,939.3

 8,437.2

 (17,326.2

 )

 20,444.1

LIABILITIES AND EQUITY

Current liabilities:

  Unsettled fund payables

 —

 504.8

 —

 —

 —

 504.8

  Income taxes payable

 —

 84.7

 —

 —

 (12.5

 )

 72.2

  Other current liabilities

 120.9

 774.5

 9.6

 0.7

 —

 905.7

  Other current liabilities of consolidated investment products

 —

 486.4

 —

 —

 —

 486.4

  Policyholder payables

 —

 1,295.4

 —

 —

 —

 1,295.4

 Intercompany payables

 —

 —

 7.7

 154.9

 (162.6

 )

 —

Total current liabilities

 120.9

 3,145.8

 17.3

 155.6

 (175.1

 )

 3,264.5

Non-current liabilities:

  Long-term debt

 570.0

 —

 745.7

 —

 —

 1,315.7

  Long-term debt of consolidated investment products

 —

 5,865.4

 —

 —

 —

 5,865.4

  Deferred tax liabilities, net

 10.1

 218.9

 —

 —

 —

 229.0

  Security deposits payable

 —

 146.3

 —

 —

 —

 146.3

  Other non-current liabilities

 27.0

 235.3

 —

 —

 —

 262.3

  Intercompany payables

 1,620.2

 316.9

 691.0

 17.0

 (2,645.1

 )

 —

Total non-current liabilities

 2,227.3

 6,782.8

 1,436.7

 17.0

 (2,645.1

 )

 7,818.7

Total liabilities

 2,348.2

 9,928.6

 1,454.0

 172.6

 (2,820.2

 )

 11,083.2

Equity:

Total equity attributable to common shareholders

 2,380.1

 7,640.6

 4,485.3

 8,264.6

 (14,506.0

 )

 8,264.6

Equity attributable to noncontrolling interests in consolidated entities

 —

 1,096.3

 —

 —

 —

 1,096.3

Total equity

 2,380.1

 8,736.9

 4,485.3

 8,264.6

 (14,506.0

 )

 9,360.9

Total liabilities and equity

 4,728.3

 18,665.5

 5,939.3

 8,437.2

 (17,326.2

 )

 20,444.1

October 4, 2012

Mr. Rufus Decker

Page 3

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

 /s/  Loren M. Starr

      Loren M. Starr

cc:

 Ernst & Young LLP

CORRESP
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		Round 2 Response Comments 9-12

September 28, 2012

VIA EXPRESS DELIVERY AND EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012

RESPONSE LETTER DATED JULY 17, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to comments 9, 10, 11, and 12 of your comment letter, dated August 28, 2012, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) of the Company, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 24, 2012, and the Quarterly Report on Form 10-Q for the periods ended June 30, 2012 of the Company, filed with the SEC on August 1, 2012.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to the Commission's comments 9, 10, 11, and 12 regarding the above filings. Enclosed as well are two hard copies of the Company's response letter. We have included your original questions in italics in addition to providing our responses.

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.

September 28, 2012

Mr. Rufus Decker

Page 2

Note 21 - Guarantor Condensed Consolidated Financial Statements, page 136

9.

 We have reviewed your response to prior comment ten from our letter dated June 15, 2012. Please clarify for us how you determined that the $828.3m of undocumented long-term intercompany Balance Sheet accounts are valid receivables and payables instead of dividend transactions. Address whether these are primarily undocumented cash advances, in which case it would appear that they should be classified as current liabilities instead of long-term. Similarly, address the extent to which your documented and undocumented intercompany receivables and payables are generated from the intercompany revenue and expense transactions reported in Appendix 2 Income Statement, in which case the basis for long-term classification remains unclear.

Response to Comment 9

We utilize dedicated general ledger accounts to distinguish between current intercompany transactions (revenue sharing, expense recharges, and payments made on behalf of one entity to another entity) and long-term cash financing between entities.  Transactional intercompany balance accounts, such as those generated by amounts reported in Appendix 2 of our previous response, are included within current assets and liabilities, and it is our policy that operational balances that arise in one month are settled during the next month. The $828.3 million of long-term intercompany balances has generally arisen from our cash financing activities between legal entities within our U.S. consolidated group.  The cash financing balances are intended to be settled and therefore have not been viewed as dividends; however, they are not intended to be settled within a year. Therefore, we have viewed the long-term classification as appropriate.

10.

 We have reviewed your response to prior comment 11 from our letter dated June 15, 2012. Please reclassify the Non-Guarantors negative intercompany revenue and expense amounts as positive balances with a corresponding elimination in the adjustments column. Further, given the materiality of this activity to the Guarantors and Non-Guarantors net income, please clarify for us the nature of these items.

Response to Comment 10

As a multinational organization operating in many countries, we have recurring transactions between our affiliates.  The intercompany revenues between Guarantors and non-Guarantors represent the sharing of third-party management fee revenues between different operating subsidiaries, many of whom are non-Guarantor entities. Similarly, the intercompany expenses between Guarantors and non-Guarantors represent the recharges of support service expenses (technology, staff, occupancy, etc.) where appropriate, to accurately reflect the beneficiary of the services.  In future filings, we will reclassify the non-Guarantor negative intercompany revenue and expense amounts as positive balances with a corresponding elimination in the adjustments column.

September 28, 2012

Mr. Rufus Decker

Page 3

11.

 We have reviewed your response to prior comment 12 from our letter dated June 15, 2012. Please explain to us why Appendix 2 shows the non-guarantors 2011 operating cash flow to be $488.4m instead of the previously reported $536.8m. We note that financing cash flows have been adjusted for the same amount. It is not clear how an error in the classification of dividends paid would cause this change.

Response to Comment 11

We disclosed in our response to comment 12 in our letter dated July 17, 2012 that the intercompany dividend paid by the Issuer during the fourth quarter of 2011 should have been classified within the financing section of the cash flow statement of the Issuer.  Our process to prepare the condensed consolidating cash flow information in the footnote is such that we first collate cash flow data for the Guarantor column (which represents the combination of cash flows of four separate legal entities), the Issuer, and the Parent entities (each individual entities).  After allowing for the elimination of inter-group dividends received, the balancing operating cash flows are presented as the non-Guarantor cash flow information.  This approach is efficient and obviates the need to create and aggregate separate statements of cash flows for over 200 non-Guarantor entities.  The inclusion of an inter-group dividend paid by the Issuer was not identified in the operating cash flow collation process; this therefore resulted in an equal but opposite classification error in the non-Guarantor cash flows (the balancing column).  We elected to recast both the Issuer financing cash flows and the non-Guarantor operating cash flows for the impact of this classification error in our presentation of the expanded December 31, 2011 condensed consolidating statement of cash flows in Appendix 2 of that letter.   Please refer to our response to comment 12 below, where we conclude this error does not represent a material misstatement of financial information previously presented.

12.

 Please provide a SAB 99 analysis addressing the 87% understatement of the Issuer's 2011 operating cash flows, the 19% understatement of Guarantors 2011 total assets, and the other corresponding adjustments to the condensed consolidating financial statements. We may have further comment.

Response to Comment 12

In accordance with Staff Accounting Bulletin 99, ("SAB 99"), we have considered both the quantitative and qualitative impact of the adjustments to the 2011 condensed consolidating financial statement information as described below, and we have concluded that the adjustments did not represent a material misstatement of the consolidated financial statements taken as a whole.  Our evaluation of the impact of the adjustments to the Guarantor footnote contemplated the significance of the adjustments in relation to the consolidated financial statements taken as a whole.  As a result of our SAB 99 analysis, which is presented below, we have determined that it is appropriate to apply the revised presentation of our financial information on a prospective basis and conform the prior periods presented in future filings to this expanded presentation.

Management has discussed the analysis, conclusion, and proposed disclosure approach with the Company's counsel, and they have expressed their agreement.  Additionally, we propose to disclose the revised presentation in our third quarter 2012 Form 10-Q related to the revised amounts, consistent with the approach we used in the filing of our second quarter 2012 Form 10-Q.

September 28, 2012

Mr. Rufus Decker

Page 4

Background

The Company is applying two presentation reclassifications in its 2011 condensed consolidating Guarantor footnote information.  The first reclassification impacts the consolidating balance sheet information and is due to the grossing up of intercompany balances between the Guarantors, non-Guarantors, Issuer, and Parent entities.

 As previously disclosed in our response to Comment 10 in our letter dated July 17, 2012, we did not utilize separate balance sheet classification of intercompany balances in our condensed consolidating balance sheets; rather, all intercompany balances were netted together and were presented as one line item between "total current liabilities" and "non-current liabilities."   We indicated in that letter that in future filings we would revise our presentation of these balances to gross up current and non-current intercompany receivables and payables.  This gross up has resulted in the balance sheet reclassification adjustments which are the subject of this response.

The second reclassification impacts the condensed consolidating cash flow information and is due to the erroneous presentation of an intercompany dividend paid in the fourth quarter of 2011 by the Issuer as an operating cash flow rather than as a financing cash flow (further discussed in our response to Comment 11 above).

Quantitative Analysis

The quantitative impacts of these changes were limited to the condensed consolidating balance sheet and cash flow statement information only; there was no impact to the condensed consolidating income statement information.  The impacts are reflected in the tables below:

September 28, 2012

Mr. Rufus Decker

Page 5

Guarantor Condensed Consolidating Balance Sheets

  Guarantors

  Non-Guarantors

  Issuer

  Parent

  Adjustments

  Consolidated

 $ in millions

December 31, 2011

Total current assets:

 As reclassified

 294.6

 3,608.5

 33.2

 14.0

 (116.2

 )

 3,834.1

 As reported

 245.8

 3,570.1

 4.2

 14.0

 —

 3,834.1

 Change in $

 48.8

 38.4

 29.0

 —

 (116.2

 )

 —

 Change in %

 20

 %

 1

 %

 690

 %

 —

 %

 N/A

 —

 %

Total assets:

 As reclassified

 5,246.0

 17,579.7

 6,162.5

 8,482.0

 (18,123.2

 )

 19,347.0

 As reported

 4,412.8

 15,707.3

 5,560.0

 8,482.0

 (14,815.1

 )

 19,347.0

 Change in $

 833.2

 1,872.4

 602.5

 —

 (3,308.1

 )

 —

 Change in %

 19

 %

 12

 %

 11

 %

 —

 %

 22

 %

 —

 %

Total current liabilities:

 As reclassified

 (144.7

 )

 (2,669.5

 )

 (263.5

 )

 (12.9

 )

 116.2

 (2,974.4

 )

 As reported

 (133.8

 )

 (2,606.3

 )

 (233.6

 )

 (0.7

 )

 —

 (2,974.4

 )

 Change in $

 (10.9

 )

 (63.2

 )

 (29.9

 )

 (12.2

 )

 116.2

 —

 Change in %

 8

 %

 2

 %

 13

 %

 1,743

 %

 N/A

 —

 %

Total liabilities:

 As reclassified

 (2,496.7

 )

 (9,207.3

 )

 (1,450.6

 )

 (362.9

 )

 3,308.1

 (10,209.4

 )

 As reported

 (1,663.5

 )

 (7,334.9

 )

 (848.1

 )

 (362.9

 )

 —

 (10,209.4

 )

 Change in $

 (833.2

 )

 (1,872.4

 )

 (602.5

 )

 —

 3,308.1

 —

 Change in %

 50

 %

 26

 %

 71

 %

 —

 %

 N/A

 —

 %

Total equity:

 As reclassified

 2,749.3

 8,372.4

 4,711.9

 8,119.1

 (14,815.1

 )

 9,137.6

 As reported

 2,749.3

 8,372.4

 4,711.9

 8,119.1

 (14,815.1

 )

 9,137.6

 Change in $

 —

 —

 —

 —

 —

 —

 Change in %

 —

 %

 —

 %

 —

 %

 —

 %

 —

 %

 —

 %

September 28, 2012

Mr. Rufus Decker

Page 6

Guarantor Condensed Consolidating Statements of Cash Flows

  Guarantors

  Non-Guarantors

  Issuer

  Parent

  Adjustments

  Consolidated

 $ in millions

Year ended December 31, 2011

Net cash provided by operating activities:

 As reclassified

 115.7

 488.4

 103.9

 650.3

 (393.5

 )

 964.8

 As reported

 115.7

 536.8

 55.5

 650.3

 (393.5

 )

 964.8

 Change in $

 —

 (48.4

 )

 48.4

 —

 —

 —

 Change in %

 —

 %

 (9

 )%

 87

 %

 —

 %

 —

 %

 —

 %

Net cash provided by investing activities:

 As reclassified

 (76.5

 )

 486.9

 (53.5

 )

 (6.3

 )

 (2.5

 )

 348.1

 As reported

 (76.5

 )

 486.9

 (53.5

 )

 (6.3

 )

 (2.5

 )

 348.1

 Change in $

 —

 —

 —

 —

 —

 —

 Change in %

 —

 %

 —

  %

 —

 %

 —

 %

 —

 %

 —

 %

Net cash provided by financing activities:

 As reclassified

 (31.0

 )

 (994.1

 )

 (48.4

 )

 (644.6

 )

 396.0

 (1,322.1

 )

 As reported

 (31.0

 )

 (1,042.5

 )

 —

 (644.6

 )

 396.0

 (1,322.1

 )

 Change in $

 —

 48.4

 (48.4

 )

 —

 —

 —

 Change in %

 —

 %

 (5

 )%

 N/A

 —

 %

 —

 %

 —

 %

(Decrease)/increase in cash and cash equivalents:

 As reclassified

 8.2

 (18.8

 )

 2.0

 (0.6

 )

 —

 (9.2

 )

 As reported

 8.2

 (18.8

 )

 2.0

 (0.6

 )

 —

 (9.2

 )

 Change in $

 —

 —

 —

 —

 —

 —

 Change in %

 —

 %

 —

  %

 —

 %

 —

 %

 N/A

 —

 %

As illustrated in the tables above, the intercompany gross-up did not have any impact on the total equity or cash flows of the Guarantors, non-Guarantors, Issuer, or Parent entities, nor did these changes impact the non-intercompany balances.  Although the dollar and percentage changes are large in certain cases, we do not view these reclassifications as qualitatively significant to users of our financial statements, as explained more fully in the qualitative analysis described below.

Qualitative Analysis

We considered the following qualitative factors in arriving at the conclusion that the presentation reclassifications are not material to our consolidated financial statements:

a)

 The presentation reclassifications had no impact to the Company's net income attributable to common shareholders, earnings per share or retained earnings, all key financial statement measures.  The

September 28, 2012

Mr. Rufus Decker

Page 7

reclassifications did not impact our operations in any way; they do not mask any trends in earnings or otherwise; and there is no impact to management's compensation as a result of the changes.  No key metrics or other data were impacted.  As such, we do not believe the reclassifications would influence the judgment of a reasonable investor relying on our results of operations or profitability to make credit or equity investment decisions, nor will they influence the Company's evaluation of its business performance or review of management's compensation.  These presentation reclassifications do not in any way alter the total mix of consolidated Invesco Ltd. information available to investors and readers of our consolidated financial statements.

b)

 We considered the significance of the disclosure to the users of the financial statements.  Investors, analysts, rating agencies and other financial statement users have not previously raised questions or concerns about this disclosure.  We do not believe the presentation reclassifications will have any impact on analysts' expectations.  Analysts typically focus on the Company's consolidated operating performance, financial position, liquidity, and changes in levels and composition of assets under management.  The presentation reclassifications did not impact any of these consolidated measures, nor did they hide a failure to meet analysts' consensus expectations for the Company.

We also do not believe the presentation reclassifications will have an impact on the rating agencies and bondholders of the Company's public debt.  We believe these users focus on the Company's consolidated measures, as well as the financial stability of the Guarantors, in evaluating the credit quality of the Company's public debt.  As previously noted, the presentation reclassi

CORRESP
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filename1.htm

    correspondence08302012.htm

                                                                                  _______________________

                                                                                  Two Peachtree Pointe

                                                                                  1555 Peachtree Street, N.E.

                                                                                  Atlanta, Georgia  30309

                                                                                  404-892-0896

                                                                                  www.invesco.com

August 30, 2012

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2012

RESPONSE LETTER DATED JULY 17, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the request of Invesco Ltd. (the “Company”) for an extension until October 12, 2012 of the deadline for our response to your comment letter, dated August 28, 2012, relating to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2012, the Form 10-Q of the Company for the period ended March 31, 2012, filed with the Commission on May 2, 2012, and the Response Letter filed with the Commission on July 17, 2012.

The Company would like to respond to the Commission's comment letter by October 12, 2012. We believe that this additional time is needed to internally discuss and agree upon the Company's responses to your comments and disclosures that will be included in the Form 10-Q for the period ended September 30, 2012.

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

/s/ Loren M. Starr

Loren M. Starr

Chief Financial Officer

cc:           Ernst & Young LLP

August 2 8, 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 Dated July 17, 2012
  File No. 1-13908

Dear Mr. Starr :

We have reviewed your response letter dated July 17, 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 your disclosure.

Please respond to this letter within ten business days by providing the re quested
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 t o these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2011

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 24

General

1. We have reviewed your response to prior comment two from our letter dated June 15,
2012.  It does not appear that you intend to explain in MD&A the material disparities
reflected in your GAAP foreign and domestic profit margins.   Given that your foreign
revenue comprises 49% of consolidated revenue (page 126), the material decrease in your
GAAP foreign profit margin, as well as the material increase in your GAAP domestic

Mr. Loren M. Starr
Invesco Ltd.
August 2 8, 2012
Page 2

 profit margin, must be fully explained.  Your MD&A explanation may be supplemented
with a  separate discussion of the impact that CIP has on your GAAP domestic and
foreign profit margins if you believe that to be useful.  Currently, it does not appear that
investors can reasonably assess whether the diminished margins reflected in your
footnote disclosures are indicative of a material adverse factor or trend that could also
impact future domestic and foreign operating results.  Your proposed footnote
presentation does not include the requested explanation and does not enable an investor
to underst and the extent to which the CIP pre -tax income and losses are comprised of
foreign and domestic operations, as required by Article 4 -08(h)(1) of Regulation S -X.  As
previously requested, please revise in future filings.  Also, please tell us, and expand yo ur
disclosures in MD&A and in Note 20 to clearly disclose and explain why 100% of your
CIP pre -tax income and loss is characterized as foreign.

2. We have reviewed your response to prior comment three from our letter dated June 15,
2012.  Please also address  your consideration of the capital requirements referenced on
page 12.  Article 4 -08(e)(3) of Regulation S -X references minimum capital requirements
as an example of a restriction under the rule.  Consequently, the quantification of
restricted net assets r eferenced in Article 4 -08(e)(3)(ii) of Regulation S -X may be
required.

3. We note that you present full non -GAAP consolidated condensed statements of
operations on page 39 and elsewhere in MD&A.  Please tell us why you believe it is
appropriate to present a full non -GAAP income statement instead of merely quantifying
the impact that CIP had on your operating results.  In that regard, we believe that
presenting a full non -GAAP income statement may attach undue prominence to the non -
GAAP information.  Refer to Q uestion 102.10 of the Staff’s Non -GAAP Financial
Measures Compliance & Disclosure Interpretations.

Item 8 – Financial Statements and Supplementary Data, page 79

General

4. We have reviewed your response to prior comment four from our letter dated June 15,
2012.  Article 4 -08(k) of Regulation S -X specifically requires that related party
transactions be identified on the face of the financial statements.  We understand that
such amounts are material to certain corresponding revenue and expense accounts.
Conse quently, please revise your presentation in future filings.  Also, if your related party
transactions are indeed “pervasive” then the guidance in AU Section 508.19 may be
relevant to the audit report.

Mr. Loren M. Starr
Invesco Ltd.
August 2 8, 2012
Page 3

 Note 1 – Accounting Policies, page 89

Cash and Cash E quivalents, page 90

5. We have reviewed your response to prior comment five from our letter dated June 15,
2012.  We do not object to your disclosure regarding the amount of cash and cash
equivalents held by the European sub -group.  Please enhance your discl osure in future
filings to also disclose the  total amount of foreign cash and cash equivalents as compared
to your total amount of cash and cash equivalents as of year -end.

Note 16 - Taxation, page 122

6. We have reviewed your response to prior comment seve n from our letter dated June 15,
2012.  Please revise MD&A in future filings to explain variances in GAAP effective tax
rates.  We note the current disclosure covering only the non -GAAP effective tax rate
variance.

7. Item 10(e)(1)(ii)(C) of Regulation S -K prohibits the presentation of non -GAAP financial
measures either on the face of the financial statements or in the footnotes.  Consequently,
please delete the effective tax rate which excludes non -controlling interests.  Similarly,
please delete the “Before  Consolidation” Income Statements and Balance Sheets in Note
20.

Note 20 – Consolidated Investment Products, page 127

8. Please explain to us why the CIP operating results presented in Note 20 do not include an
income tax provision.  If none of the CIP entit ies are required to pay income taxes then
please clarify that fact in MD&A of future filings.

Note 21 – Guarantor Condensed Consolidated Financial Statements, page 136

9. We have reviewed your response to prior comment ten from our letter dated June 15,
2012.  Please clarify for us how you determined that the $828.3m of undocumented long -
term intercompany Balance Sheet accounts are valid receivables and payables instead of
dividend transactions.   Address whether these are primarily undocumented cash
advances, in which case it would appear that they should be classified as current
liabilities instead of long -term.   Similarly, address the extent to which your documented
and un documented intercompany receivables and payables are generated from the
intercompany revenue and expense transactions reported in Appendix 2 Income
Statement, in which case the basis for long -term classification remains unclear.

10. We have reviewed your resp onse to prior comment 11 from our letter dated June 15,
2012.  Please reclassify the Non -Guarantors negative intercompany revenue and expense
amounts as positive balances with a corresponding elimination in the adjustments

Mr. Loren M. Starr
Invesco Ltd.
August 2 8, 2012
Page 4

 column.   Further, given the mater iality of this activity to the Guarantors and Non -
Guarantors net income, please clarify for us the nature of these items.

11. We have reviewed your response to prior comment 12 from our letter dated June 15,
2012.  Please explain to us why Appendix 2 shows th e non -guarantors 2011 operating
cash flow to be $488.4m instead of the previously reported $536.8m.  We note that
financing cash flows have been adjusted for the same amount.   It is not clear how an error
in the classification of dividends paid would cause  this change.

12. Please provide a SAB 99 analysis addressing the 87% understatement of the Issuer’s
2011 operating cash flows, the 19% understatement of Guarantors 2011 total assets, and
the other corresponding adjustments to the condensed consolidating fina ncial statements.
We may have further comment.

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

Condensed Consolidated Statements of Cash Flows, page 6

13. Please explain to us how the “Returns of capital in investments of consolidated products”
on page 6 cau sed a 24% negative impact on your investing cash flows.

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/ John Cash, for

 Rufus Decker
 Accounting Branch Chief

CORRESP
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		Round 1 Response

July 17, 2012

VIA EXPRESS DELIVERY AND EDGAR

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIODS ENDED MARCH 31, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated June 15, 2012, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) of the Company, filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 24, 2012, and the Quarterly Report on Form 10-Q for the period ended March 31, 2012 of the Company, filed with the SEC on May 2, 2012.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to the Commission's comments regarding the above filings. Enclosed as well are two hard copies of the Company's response letter. We have included your original questions in italics in addition to providing our responses.

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.

July 17, 2012

Mr. Rufus Decker

Page 2

We note that six of the comments in the Staff's letter (comments 2, 3, 7, 14, 15 and 16) relate to  the presentation of the investment products which the company is required to consolidate under ASC 810, "Consolidation."  It is imperative that users of our financial statements understand how these investment products are presented in the Company's statements of financial position, results of operations and cash flows and, more importantly, that this presentation is not indicative of the Company's true risk associated with its investment in these products.  Beyond the Company's minimal direct investments in and management fees generated from the investment products that we are required to consolidate, the Company has no right to the benefits from, nor does it bear the risks associated with, consolidated investment product assets.  Additionally, the investors in the products have no recourse to the general credit of the Company for any debt issued by those products.  Our results of operations do not include $47.3 million and $45.3 million in operating revenues for the years ended December 31, 2011 and 2010 (as disclosed on page 131 of our 2011 Form 10-K) due to their elimination upon consolidation of these products.  Rating agencies, analysts and our bankers request that we deconsolidate these investment products to give a clear picture of the Company's financial position, results of operations, and cash flows.

The Staff has indicated several instances of disclosure related to the impact of the consolidation of investment products that should be enhanced.  In future filings, the Company will include within its Consolidated Investment Products footnote a subtotal column to aggregate the impact of the consolidation of investment products on the balance sheets and income statement periods presented, similar to the format illustrated in Appendix 1.  This enhancement, along with other disclosure improvements illustrated in this letter, should serve to clarify the impact of the consolidation of investment products on our financial statements.

Form 10-K for the Year Ended December 31, 2011

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.

Response to Comment 1

The Company respectfully acknowledges the Staff's comment and will include in the responses below details showing what the proposed revisions or additional disclosures will look like in our future filings. Such disclosures will be noted in italics. The Company will include such revisions in all future filings, including interim filings, where appropriate.

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, page 24

2.

 It appears that foreign pre-tax income represents approximately 46% of your income before income taxes. Given your disclosures on pages 123 and 126, it appears that foreign revenue increased 12% while foreign pre-tax income decreased 36% from December 31, 2010 to December 31, 2011. To further allow an investor to understand your businesses as a whole, please enhance your disclosure in MD&A to discuss the factors that led to a significant decrease in foreign pre-tax income despite an increase in foreign revenue. See Section 501.04 of the Financial Reporting Codification.

July 17, 2012

Mr. Rufus Decker

Page 3

Response to Comment 2

We note that in the disclosure on page 123 within the Taxation footnote, the amounts disclosed as foreign income before taxes of $421.7 million in 2011 and $660 million in 2010 include the income/(losses) before income taxes of our consolidated investment products of ($87.4) million in 2011, and $180.7 million in 2010.     Excluding these amounts, foreign pre-tax income increased by 6% from 2010 to 2011.  Calculations are presented below, along with proposed revised disclosures for future Form 10-K filings.

Calculation of income/(losses) before taxes of consolidated investment products*:

 Year ended December 31,

$ in millions

 2011

 2010

Income/(losses) before taxes:

   CLOs - VIEs

 (169.9

 )

 77.1

   Other VIEs

 —

 5.3

   VOEs

 62.4

 92.5

   Adjustments

 20.1

 5.8

Income/(losses) before taxes of consolidated investment products

 (87.4

 )

 180.7

*    Amounts and row descriptions tie directly to the columns in the condensed consolidating income statements presented in the Consolidated Investment Products footnote, page 131 of the Company's 2011 Form 10-K and are defined in that document.

Calculation of % US versus Foreign income before taxes:

 Year ended December 31,

 2011

 2010

$ in millions (except percentages)

 Amount

 %

 Amount

 %

 Change

US

 486.4

 54

  %

 173.8

 21

 %

 180

  %

Foreign*

 509.1

 56

  %

 479.3

 57

 %

 6

  %

Income/(losses) before taxes of consolidated investment products*

 (87.4

 )

 (10

 )%

 180.7

 22

 %

 (148

 )%

Income before income taxes, per face of income statement

 908.1

 100

  %

 833.8

 100

 %

 9

  %

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

 107.7

 (171.1

 )

Income before taxes, excluding NCI

 1,015.8

 662.7

* Foreign, as disclosed (sum of * asterisked rows above)

 421.7

 46

  %

 660.0

 79

 %

 (36

 )%

We will revise future Form 10-K disclosures in the taxation footnote to differentiate between US, foreign, and income/(losses) before income taxes of consolidated investment products, similar to the analysis presented in the table below in italics.

July 17, 2012

Mr. Rufus Decker

Page 4

Proposed New Disclosure in Taxation Footnote:

Income Before Taxes

 Year ended December 31,

$ in millions (except percentages)

 2011

 2010

US

 486.4

 173.8

Foreign

 509.1

 479.3

Income/(losses) before taxes of consolidated investment products, as disclosed in Note 20, "Consolidated Investment Products"

 (87.4

 )

 180.7

Income before income taxes

 908.1

 833.8

3.

 You disclose on page 26 that the adoption of ASC 810 had a significant impact on the presentation of your financial statements in 2011 and 2010, since you were required to consolidate certain CLOs that were not previously consolidated. We note that the collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs and that you have no right to the benefits from, nor do you bear the risks associated with, the collateral assets held by the CLOs beyond your minimal direct investments in, and management fees generated from, the CLOs. As such, it appears that these assets may be restricted. We also note your disclosure on page 89 that you consolidate, in addition to the CLOs, other VIEs and non-VIE general partnership investments where you are deemed to have control. Please tell us what consideration you gave to the need for parent only financial statements under Rules 5-04 and 12-04 of Regulation S-X. If you do not believe that you meet the requirement to provide the Schedule I parent only financial statements, please provide us with your calculations to support your basis.

Response to Comment 3

We concluded that we do not meet the requirements to provide the Schedule I parent-only financial statements in our filings with the Commission.  Rule 5-04 of Regulation S-X indicates that Schedule I should be provided "when the restricted net assets (Rule 4-08(e)(3)) of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year."

Rule 4-08(e)(3) of Regulation S-X instructs that "noncontrolling interests shall be deducted in computing net assets for purposes of this test."  We generally invest nominally in these products (for example, a less than 1% investment in partnership structures), as such investments are to demonstrate "skin in the game" to attract other unaffiliated investors in these products.  Due to the nominal amount of our investments, upon consolidation, we reflect significant noncontrolling interest and appropriated retained earnings balances attributable to the unaffiliated investors in these products.  The net assets of consolidated investment products therefore equals the sum of the noncontrolling interests and appropriated retained earnings attributable to other parties.  The guidance regarding Schedule I in Rule 5-04 states that: "For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant's proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations)..."  If we exclude these balances on this basis, then the percentage of consolidated investment products net assets to the Company's consolidated net asset balances becomes zero as illustrated in the calculation below:

July 17, 2012

Mr. Rufus Decker

Page 5

 December 31,

$ in millions (except percentages)

 2011

 2010

Net assets of consolidated investment products (see table below)

 1,349.4

 1,587.0

Equity attributable to noncontrolling interests in consolidated investment products*:

   Other VIEs

 (45.4

 )

 (62.3

 )

   VOEs

 (968.6

 )

 (1,029.2

 )

Retained earnings appropriated for investors in consolidated investment products*

 (334.3

 )

 (495.5

 )

Adjustments*

 (1.1

 )

 —

 —

 —

Net assets of the Company for purposes of calculation (see table below)

 7,784.8

 7,769.1

Net assets of consolidated investment products for purposes of calculation

 —

 —

% Consolidated Investment Products net assets to consolidated net assets

 —

 %

 —

 %

*   Amounts and row descriptions are included in the columns in the condensed consolidating balance sheets presented in the Consolidated Investment Products footnote, page 130 of the Company's 2011 Form 10-K.

The assets of consolidated investment products are held solely to satisfy the obligations of consolidated investment products.  The obligations of consolidated investment products are not the obligations of the Company as the asset manager of the products.   A calculation and illustration of the components of the net assets of consolidated investment products balances is presented in the table below:

 December 31,

$ in millions (except percentages)

 2011

 2010

Total assets*:

   CLOs - VIEs

 6,076.8

 6,883.9

   Other VIEs

 45.9

 63.3

   VOEs

 1,017.5

 1,075.1

   Adjustments

 (122.4

 )

 (83.3

 )

Total assets of consolidated investment products

 7,017.8

 7,939.0

Total liabilities*:

   CLOs - VIEs

 5,742.5

 6,388.4

   Other VIEs

 0.4

 0.9

   VOEs

 5.8

 7.8

   Adjustments

 (80.3

 )

 (45.1

 )

Total liabilities of consolidated investment products

 5,668.4

 6,352.0

Net assets of consolidated investment products

 1,349.4

 1,587.0

*   Amounts and row descriptions tie directly to the columns in the condensed consolidating balance sheets presented in the Consolidated Investment Products footnote, page 130 of the Company's 2011 Form 10-K and are defined in that document.

July 17, 2012

Mr. Rufus Decker

Page 6

For purposes of the calculation, the net assets of the Company are calculated as follows:

 December 31,

$ in millions (except percentages)

 2011

 2010

Total equity, per balance sheet

 9,137.6

 9,360.9

Less:  Equity attributable to noncontrolling interests in consolidated entities

 (1,018.5

 )

 (1,096.3

 )

Total equity attributable to common shareholders, per balance sheet

 8,119.1

 8,264.6

Less:  Retained earnings appropriated for investors in consolidated investment products*

 (334.3

 )

 (495.5

 )

Net assets of the Company for purposes of calculation

 7,784.8

 7,769.1

* Retained earnings appropriated for investors in consolidated investment products is completely attributed to other investors in these products and not to the Company's interest in these products.  We therefore believe it is appropriate to remove this balance from the calculation, similar to the noncontrolling interests.

We utilize separate primary financial statement presentation of the significant balances related to consolidated investment products.  This, combined with the VIE columns provided on pages 130 through 132 of the Company's 2011 Form 10-K,  serve to separately present the variable interest entity disclosure requirements of ASC 810, "Consolidation."  As discussed above, we believe that it is extremely important to illustrate for  readers of our financial statements the impact of the consolidation of all investment products, including variable interest entities.  We believe that it is meaningful and useful to readers to include the presentation of condensed consolidating balance sheets and income statements illustrating our group of companies before and after consolidation of investment products.

Item 8 - Financial Statements and Supplementary Data, page 79

General

4.

 Rule 4-08(k) of Regulation S-X requires you to identify your related party transactions and amounts on the face of the balance sheet, income statement, and statement of cash flows, as applicable. Please help us understand how you have complied with this requirement.

Response to Comment 4

Certain funds may be deemed to be affiliates of the Company, as the Company's business is to manage the funds.  ASC 850-50-3 states: "Sometimes, the effect of the relationship between the parties may be so pervasive that disclosure of the relationship alone will be sufficient."  We believe that the transactions between the Company and its managed funds are so pervasive that disclosure in the footnotes of the asset management relationship is sufficient.  Specifically, in Note 1 of our 2011 Form 10-K, "Accounting Policies-Basis of Accounting and Consolidation," we disclosed that "the company provides investment management services to, and has transactions with, various private equity funds, real estate funds, fund-of-funds, collateralized loan obligations (CLOs), and other investment products sponsored by the company for investment of client assets in the normal course of its business."  Also in the Revenue Recognition policy within Note 1, we disclosed that "investment management fees are derived from providing professional services to manage client accounts and include fees earned from retail mutual funds, unit t

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		Request for Extension

June 25, 2012

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2012

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the request of Invesco Ltd. (the “Company”) for an extension until July 16, 2012 of the deadline for our response to your comment letter, dated June 15, 2012, relating to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2012, and the Form 10-Q of the Company for the period ended March 31, 2012, filed with the Commission on May 2, 2012.

The Company would like to respond to the Commission's comment letter by July 16, 2012. We believe that this additional time is needed to internally discuss and agree upon the Company's disclosures that will be included in the Form 10-Q for the period ended June 30, 2012.  You have requested that we include the form of our proposed future disclosure in our response letter.

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

 /s/  Loren M. Starr

      Loren M. Starr

cc:

 Ernst & Young LLP

June 15, 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 March 31, 2012
Filed May 2, 2012
  File No. 1-13908

Dear Mr. Starr :

We have reviewed your filing s 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 ten business 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 Ye ar Ended December 31, 2011

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 fil ings.

Mr. Loren M. Starr
Invesco Ltd.
June 15, 2012
Page 2

 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 24

General

2. It appears that foreign pre -tax income represents approximately 46% of your income before
income taxes.  Given your disclosures on pages 123 and 126, it appears that foreign revenue
increased 12% while foreign pre -tax income decreased 36% from December 31, 2010 to
December 31, 2011.  To further allow an investor to understand your businesses as a whole,
please enhance your disclosure in MD&A to discuss the factors that led to a significant
decrease in foreign pre -tax income despite an increase in foreign revenue.  See Section
501.04 of the Financial Reporting Codification.

3. You disclose on page 26 that the adoption of ASC 810 had a significant impact on the
presentation of your financial statements in 2011 and 2010, since you were required to
consolidate certain CLOs that were not previously consolidated.  We note that the co llateral
assets of the CLOs are held solely to satisfy the obligations of the CLOs and that you have no
right to the benefits from, nor do you bear the risks associated with, the collateral assets held
by the CLOs beyond your minimal direct investments in,  and management fees generated
from, the CLOs.  As such, it appears that these assets may be restricted.  We also note your
disclosure on page 89 that you consolidate, in addition to the CLOs, other VIEs and non -VIE
general partnership investments where yo u are deemed to have control.  Please tell us what
consideration you gave to the need for parent only financial statements under Rules 5 -04 and
12-04 of Regulation S -X.  If you do not believe that you meet the requirement to provide the
Schedule I parent o nly financial statements, please provide us with your calculations to
support your basis.

Item 8 – Financial Statements and Supplementary Data, page 79

General

4. Rule 4 -08(k) of Regulation S -X requires you to identify your related party transactions and
amounts on the face of the balance sheet, income statement, and statement of cash flows, as
applicable.  Please help us understand how you have complied with this requirement.

Note 1 – Accounting Policies, page 89

Cash and Cash Equivalents, page 90

5. You d isclose that the European sub -group had cash and ca sh equivalent balances of $440
million as of December 31, 2011.  It is not clear whether this amount represents the total
amount of cash and cash equivalent balances which are located outside of the Unit ed States.
Please advise, or revise to also disclose the amount of foreign cash and cash equivalents as
compared to your total amount of cash and cash equivalents as of year -end.

Mr. Loren M. Starr
Invesco Ltd.
June 15, 2012
Page 3

Note 14 – Operating Leases, page 121

6. You disclose that certain leases cont ain escalation clauses providing for increased rent based
upon maintenance, utility and tax increases.  Please disclose how you account for these
escalation clauses as well as any step rent provisions, capital improvement funding and other
lease concession s which may be present in your leases.  Lease payments that depend on an
existing index or rate, such as the consumer price index or the prime interest rate, should also
be included in your minimum lease payments.  If, as we assume, they are taken into acc ount
in computing your minimum lease payments and the minimum lease payments are
recognized on a straight -line basis over the minimum lease term, the note should so state.  If
our assumption is incorrect, please tell us how your accounting complies with FA SB ASC
840.

Note 16, Taxation, page 122

7. In your effective tax rate reconciliation, the non -controlling interests are presented as causing
a 3.3% increase in your 2011 effective tax rate even though the non -controlling interests
generated a $107.7 million  loss (page 84) for the year.   In 2010, the non -controlling interest
is presented as causing a 6.1% decrease in your effective tax rate even though the non -
controlling interests generated $171.1 million of income for the year.  Please clarify for us
and disc lose in future filings why the 2011 losses generated by non -controlling interests did
not cause a reduction in your consolidated tax rate and why the income generated in 2010 did
not cause an increase in your consolidated tax rate.

Note 21 – Guarantor Con densed Consolidated Financial Statements, page 136

8. You disclose that each of the subsidiary guarantors is wholly -owned by you.  Please confirm,
and revise your disclosure if true, that all the subsidiary guarantors are “100% owned” as
defined by Rule 3-10(h)(1) of Regulation S -X.  Note that “wholly -owned,” as defined in Rule
1-02(aa) of Regulation S -X, is not the same as “100% owned.”  Refer to Rule 3 -10(i)(8)(i) of
Regulation S -X.

9. We note that you present negative liabilities within the intercompany balances line item on
your condensed consolidated balance sheets.  This presentation understates the December 31,
2011  total liabilities of your non -guarantor subsidiaries by 15%.  Please revise your
presentation to reclassify any negative liabilities as assets in f uture filings.

10. Please describe for us the components of the “intercompany balances” liability accounts and
clarify why this liability is classified as long -term instead of as current.  Describe and
quantify the extent to which the December 31, 2011  account balances  are comprised of
documented long -term borrowing agreements and whether the borrowings are interest -
bearing.

Mr. Loren M. Starr
Invesco Ltd.
June 15, 2012
Page 4

 11. Rule 3 -10(i)(1) of Regulation S -X states that the condensed financial statements should be
presented in sufficient detail to allow investors to de termine the assets, results of operations
and cash flows of each of the consolidated groups, and also mandates that the form and
content of the condensed financial statements should follow the general guidance set forth in
Rule 10 -01 of Regulation S -X.  In  this regard, we have the following comments:
 Rule 10 -01(a)(2) and (3) of Regulation S -X states that the balance sheets and statements
of income should include all major captions on the face of the financial statements.
Please revise your condensed consol idating balance sheets and statements of income in
future filings to include major captions such as cash, debt, costs applicable to sales,
related party transactions, etc.; and
 As noted in Rule 10 -01(a)(4) of Regulation S -X, the statement of cash flows may  be
abbreviated starting with a single figure of net cash flows from operating activities and
showing cash changes from investing and financing activities individually only when
they exceed 10% of the average of net cash flows from operating activities for  the most
recent three years.  Your presentation of single figures of net cash (used in)/provided by
investing and financing activities does not comply with this requirement.  Please revise in
future filings.

12. It is not clear how the Issuer and the Parent can generate positive operating cash flows given
that neither appears to have any independent operations or assets.  In order for us to
understand your presentation, please provide us with reconciliations between net income and
operating cash flows for both  the Parent and the Issuer for the year ended December 31,
2011 .  Also, please quantify the components of the 2011 $393.5 million operating cash flow
adjustments amount.  Tell us also how intercompany liability transactions are classified in
these Statements of Cash Flows.

Form 10 -Q for the Quarter Ended March 31, 2012

General

13. Please address the above comments in your interim filings as well, as applicable.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 37

14. It appears that the disclosures on pages 37 -41 generally convey favorable investment results
in the March 31, 2012 quarter.  However, your net “ Gains/(losses) of conso lidated
investment products” shows a $121.9 million loss for the quarter.   We understand that this
reflects realized and unrealized gains and losses on the underlying investments and debt of
consolidated investment products.   We also understand from page 53 that t he net loss in the
period is primarily due to losses  associated with real estate investments and long -term debt of
CLOs .  The disclosure on page 41 states that real estate is classified within the “alternative”
asset class and that this class experienced gains  during the quarter.  Given the magnitude of
this line item to your net income in all periods, an expanded disclosure should be provided

Mr. Loren M. Starr
Invesco Ltd.
June 15, 2012
Page 5

 when your consolidated investment product gain/loss cannot be fully explained by reference
to the description of market developments presented in the forepart of your M D&A.
Regarding the March 31 quarter, please quantify the impact of each factor on the reported net
loss as it is not clear whether the real estate loss is equal to the $76.1 million change in
reported fair value (page 28).  Fully describe the causes of the real estate investment losses
such that investors can understand the specific adverse market developments occurring in the
quarter that caused the real estate losses.  If the loss relates to developments in the December
31 quarter then please clarify that f act and reference the one -quarter lag cited on page 24.
We recognize that the net g ains/(losses) of conso lidated investment products are mostly
attributed to the non -controlling interests.  However, since this line item reflects on the
performance of the i nvestments you manage for your customers, a substantive and
informative explanation of this line item is material information because investors can
reasonably expect that your ability to generate investment gains for your customers has
positive implication s on your future operating results – and vice versa.

15. Please clarify for us why the real estate portfolios generated material performance fees in
2012 but not in 2011 (page 49) given the real estate investment losses  disclosed on page 53.
Address also the  increase in real estate portfolio acquisition and disposition fees  included in
other revenue.

16. Your disclosure on page 53 indicates that you only invest in a portion of the consolidated
investment products and so the “ gains and losses of consolidated inve stment products, net” is
largely offset by noncontrolling interests.  Based on page 4, it appears that the offset
exceeded 90% in both the 2012 and 2011 quarters.  Please clarify for us why in fiscal year
2010 the offset was 150%.

We urge all persons who ar e 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 of 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

Mr. Loren M. Starr
Invesco Ltd.
June 15, 2012
Page 6

 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.

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

July 25, 2011
 Via Facsimile

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
Filed February 25, 2011 Form 10-Q for the Period Ended March 31, 2011 Filed April 29, 2011 File No. 1-13908

Dear Mr. Starr:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Rufus Decker
Rufus Decker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    correspondence07202011.htm

July 21, 2011

VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 4631

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2011

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated July 15, 2011, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, (the “Form 10-K”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 25, 2011 and the Form 10-Q for the period ended March 31, 2011 of the Company filed with the SEC on April 29, 2011.

The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding the above filings. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

The Company acknowledges that:

n

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

n

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

n

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.

July 21, 2011

Mr. Decker

Page 2

Form 10-K for the Year Ended December 31, 2010

Financial Statements

19. Commitments and Contingencies

Lega1 Contingencies, page 130

1.

We have read your response to comment four from our letter dated May 17, 2011.  While we understand that the nature of litigation makes it difficult to predict with certainty the eventual outcome of a case or claim, ASC 450-20-50 does require disclosure of an estimated range of reasonably possible losses for legal contingencies where it is possible to make such an estimate.  In future filings, please expand your disclosures in a similar manner to your response to state, if true, that it is not possible to estimate the range of reasonably possible losses as it relates to your legal contingencies.

Response to Comment 1

In future filings, if facts continue to support our conclusions, we will expand our disclosures in a similar manner to our response dated June 30, 2011, to state that it is not possible to estimate the range of reasonably possible losses as it relates to our legal contingencies.  We will adjust our disclosures in future filings if facts supporting our assessment change.

*    *    *

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

/s/  Loren M. Starr

       Loren M. Starr

cc:

Ernst & Young LLP

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

       DIVISION OF
CORPORATION FINANCE

                                                           July 15, 2011
 Via Facsimile

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
Filed February 25, 2011 Form 10-Q for the Period Ended March 31, 2011 Filed April 29, 2011 File No. 1-13908

Dear Mr. Starr:

We have reviewed your response letter dated June 30, 2011 and have the following
comment.  In our comment, we may ask you to pr ovide 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 comment applies to your facts a nd circumstances, please tell us why in your
response.     After reviewing the information you provide in response to this comment, we may have
additional comments.  Form 10-K for the Year Ended December 31, 2010

 Financial Statements

 19. Commitments and Contingencies, page 129

 Legal Contingencies, page 130

1. We have read your response to comment four  from our letter dated May 17, 2011.  While
we understand that the nature of litigation make s it difficult to predict with certainty the
eventual outcome of a case or claim, AS C 450-20-50 does require disclosure of an
estimated range of reasonably possible losses for legal contingencies where it is possible

Mr. Loren M. Starr
Invesco Ltd. July 15, 2011 Page 2
 to make such an estimate.  In future fili ngs, please expand your disclosures in a similar
manner to your response to state, if true, that  it is not possible to estimate the range of
reasonably possible losses as it rela tes to your legal contingencies.

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

CORRESP
1
filename1.htm

    corresp06302011.htm

June 30, 2011

VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 4631

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2011

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated May 17, 2011, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, (the “Form 10-K”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 25, 2011 and the Form 10-Q for the period ended March 31, 2011 of the Company filed with the SEC on April 29, 2011.

The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding the above filings. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

The Company acknowledges that:

n

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

n

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

n

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.

June 30, 2011

Mr. Decker

Page 2

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.

Response to Comment 1

The Company respectfully acknowledges the Staff’s comment and will include in the responses below details showing what the proposed revisions or additional disclosures will look like in our future filings. Such disclosures will be noted in italics. The Company will include such revisions in all future filings, including interim filings, where appropriate.

Management’s Discussion and Analysis of Financial 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 present separate line items for acquisitions and dispositions. A gross presentation would provide investors with more insight into the trends surrounding your acquisitions and dispositions for periods presented.

Response to Comment 2

The Company reported $121.5 billion of acquisitions and dispositions of assets under management (AUM) on a net basis in its 2010 roll forward of AUM activity. In the disclosures on page 29 of the Company’s “Assets Under Management” section of its Management’s Discussion and Analysis of Financial Condition and Results of Operations, we disclosed that the acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments (the “acquired business”) added $114.6 billion at June 1, 2010, and that additionally, other acquisitions added $6.9 billion in AUM, net of dispositions. The dispositions related to ancillary finalization of the AUM acquired as part of the acquired business and were $1.6 billion in total. We believe that these dispositions were not significant and therefore did not separately disclose them in our AUM roll forward tables.

June 30, 2011

Mr. Decker

Page 3

In future filings, we will provide a gross presentation of AUM acquisitions and dispositions if we deem that such information is material. If we determine that the dispositions are not significant, we will footnote the table with more qualitative information related to the transactions. For example, our disclosure relating to the AUM dispositions discussed above will be similar to the following:

Acquisitions/dispositions, net*……………………………………………….…$121.5 billion

____________

* The Company acquired $114.6 billion in AUM at June 1, 2010 as part of the acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments. Other acquisitions in the year added $6.9 billion in AUM, net of minor dispositions related to the integration of the acquired business.

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 attributable to noncontrolling interests.” Refer to ASC 810-10-55-4J.

Response to Comment 3

In future filings, we will revise our statements of income to use the caption “net income” instead of “net income, including gains and losses attributable to noncontrolling interests.”  We will carry forward this presentation change into our statements of cash flows and statements of changes in equity. An illustration of these statements with the revised net income terminology for the year ended December 31, 2010 is presented in Appendix A.

19. Commitments and Contingencies

Lega1 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 additional loss in excess of amounts accrued or alternatively state that such a loss cannot be estimated and supplementally explain to us the reasons why such a loss cannot be estimated.

June 30, 2011

Mr. Decker

Page 4

If you believe that any losses are remote, please explain in your response. Please note that a statement that a contingency is not expected to be material does not satisfy the requirements of ASC 450 if there is at least a reasonable possibility 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.

Response to Comment 4

In the normal course of its business, the company is subject to various litigation, potential litigation claims and other similar legal contingencies.  In a limited number of instances, the company has concluded that it is appropriate for the company to establish an accrual in respect of these contingencies.  Management also has concluded that at the present time the company is unable to estimate the losses that it is reasonably possible we could incur or ranges of such losses with respect to the remainder of such contingencies for the following reasons:  It is the company’s experience and observation that litigation is inherently unpredictable.  In many legal proceedings, various factors produce and exacerbate this inherent unpredictability, including, among others, one or more of the following:  the proceeding is in its early stages; the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; the parties have not engaged in meaningful settlement discussions; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.  In management’s opinion, an adequate accrual has been made as of June 30, 2011, to provide for any probable losses that may arise from these matters for which the company could reasonably estimate an amount.

Illustrative disclosure in the company’s Form 10-Q for the three and six months ended June 30, 2011, is as follows:

In July 2010, various closed-end funds formerly advised by Van Kampen Investments or Morgan Stanley Investment Management included in the acquired business had complaints filed against them in New York State Court commencing derivative lawsuits purportedly brought on behalf of the common shareholders of those funds. The funds are nominal defendants in these derivative lawsuits and the defendants also include Van Kampen Investments (acquired by Invesco on June 1, 2010), Morgan Stanley Investment Management and certain officers and trustees of the funds who are or were employees of those firms. Invesco has certain obligations under the applicable acquisition agreement regarding the defense costs and any damages associated with this litigation. The plaintiffs allege breaches of fiduciary duties owed by the non-fund defendants to the funds’ common shareholders related to the funds' redemption in prior periods of Auction Rate Preferred Securities (“ARPS”) theretofore issued by the funds. The complaints are similar to other complaints filed

June 30, 2011

Mr. Decker

Page 5

against investment advisers, officers and trustees of closed-end funds in other fund complexes which issued and redeemed ARPS. The complaints allege that the advisers, distributors and certain officers and trustees of those funds breached their fiduciary duty by redeeming ARPS at their liquidation value when there was no obligation to do so and when the value of ARPS in the secondary marketplace were significantly below their liquidation value. The complaints also allege that the ARPS redemptions were principally motivated by the fund sponsors’ interests to preserve distribution relationships with brokers and other financial intermediaries who held ARPS after having repurchased them from their own clients.   The complaints do not specify alleged damages.  Certain other funds included in the acquired business have received demand letters expressing similar allegations. Such demand letters could be precursors to additional similar lawsuits being commenced against those other funds. The Boards of Trustees of the funds are evaluating the complaints and demand letters and have established special committees of independent trustees to conduct an inquiry regarding the allegations. On June 23, 2011, the Boards of Trustees with oversight responsibility for those closed-end funds formerly advised by Van Kampen Investments accepted the recommendation of their special litigation committee which conducted an inquiry into the merits of the allegations contained in the demand letters and determined to (i) reject the demands contained in the demand letters and (ii) to seek dismissal of the related lawsuits.  The Boards of Trustees with oversight responsibility for the closed-end funds formerly advised by Morgan Stanley Investment Management are awaiting a recommendation from their special litigation committee.

Invesco believes the cases and other claims identified above should be dismissed or otherwise will terminate following completion of such review period, although there can be no assurance of that result.  Invesco intends to defend vigorously any cases which may survive beyond initial motions to dismiss.  The company cannot predict with certainty, however, the eventual outcome of such cases and other claims, nor whether they will have a material negative impact on the company.  The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on the company.  There are many reasons that the company cannot make these assessments, including, among others, one or more of the following:  the proceeding is in its early stages; the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

The investment management industry also is subject to extensive levels of ongoing regulatory oversight and examination. In the United States and other jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company and related

June 30, 2011

Mr. Decker

Page 6

entities and individuals in the U.S. and other jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in assets under management, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

The company is from time to time involved in litigation relating to other claims arising in the ordinary course of its business.  Management is of the opinion that the ultimate resolution of such claims will not materially affect the company’s business, financial position, results of operation or liquidity.  In management’s opinion, an adequate accrual has been made as of June 30, 2011 to provide for any probable losses that may arise from these matters for which the company could reasonably estimate an amount.

*    *    *

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

              Very truly yours,

/s/  Loren M. Starr

     Loren M. Starr

cc:

Ernst & Young LLP

Appendix A

Invesco Ltd.

Consolidated Statements of Income

Years Ended December 31,

$ in millions, except per share data

2010

2009

2008

Operating revenues:

Investment management fees

2,720.9

2,120.2

2,617.8

Service and distribution fees

645.5

412.6

512.5

Performance fees

26.1

30.0

75.1

Other

95.2

64.5

102.2

Total operating revenues

3,487.7

2,627.3

3,307.6

Operating expenses:

Employee compensation

1,114.9

950.8

1,055.8

Third-party distribution, service and advisory

972.7

693.4

875.5

Marketing

159.6

108.9

148.2

Property, office and technology

238.4

212.3

214.3

General and administrative

262.2

166.8

266.0

Transaction and integration

150.0

10.8

—

Total operating expenses

2,897.8

2,143.0

2,559.8

Operating income

589.9

484.3

747.8

Other income/(expense):

Equity in earnings of unconsolidated affiliates

40.2

27.0

46.8

Interest and dividend income

10.4

9.8

37.2

Interest income of consolidated investment products

240.9

—

—

Gains/(losses) of consolidated investment products, net

114.0

(106.9
)

(58.0
)

Interest expense

(58.6
)

(64.5
)

(76.9
)

Interest expense of consolidated investment products

(118.6
)

—

—

Other gains and losses, net

15.6

7.8

(39.9
)

Income before income taxes, including gains and losses attributable to noncontrolling interests

833.8

357.5

657.0

Income tax provision

(197.0
)

(148.2
)

(236.0
)

Net income

636.8

209.3

421.0

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

(171.1
)

113.2

60.7

Net income attributable to common shareholders

465.7

322.5

481.7

Earnings per share:

— basic

$
1.01

$
0.77

$
1.24

— diluted

$
1.01

$
0.76

$
1.21

Dividends declared per share

$
0.4325

$
0.4075

$
0.520

Appendix A

Invesco Ltd.

Consolidated Statements of Cash Flows

Years Ended December 31,

$ in millions

2010

2009

2008

Operating activities:

Net income

636.8

209.3

421.0

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and depreciation

96.7

77.6

67.6

Share-based compensation expense

117.8

90.8

97.7

Gains on disposal of property, equipment, and software, net

—

(1.2
)

(2.0
)

Purchase of trading investments

(7,093.1
)

(41.9
)

(22.0
)

Proceeds from sale of tr

CORRESP
1
filename1.htm

    corresp05242011.htm

                               May 24, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 4631

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2011

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the request of Invesco Ltd. (the “Company”) for an extension until July 1, 2011 of the deadline for our response to your comment letter, dated May 17, 2011, relating to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2011, and the Form 10-Q of the Company for the period ended March 31, 2011, filed with the Commission on April 29, 2011.

The Company would like to respond to the Commission’s comment letter by July 1, 2011. We believe that this additional time is needed to internally discuss and agree upon the Company’s disclosures that will be included in the Form 10-Q for the period ended June 30, 2011.  You have requested that we include the form of our proposed future disclosure in our response letter.

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

 Very truly yours,

/s/ Loren M. Starr

      Loren M. Starr

      Chief Financial Officer

cc:           Ernst & Young LLP

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

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

       DIVISION OF
CORPORATION FINANCE

                                                                               September 28, 2010
 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, 2009 Forms 10-Q for the Periods Ended March 31, 2010 and  June 30, 2010
Definitive Proxy Statement on  Schedule 14A filed on
March 29, 2010 Prospectus Supplement filed on May 20, 2009 File No. 1-13908

Dear Mr. Starr:
 We have completed our review of your  filings and do not have any further
comments at this time.

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

CORRESP
1
filename1.htm

    corresp09242010.htm

September 24, 2010

VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

FORMS 10-Q FOR THE PERIODS ENDED MARCH 31, 2010 AND JUNE 30, 2010

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED ON MARCH 29, 2010

PROSPECTUS SUPPLEMENT FILED ON MAY 20, 2009

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated September 13, 2010, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 26, 2010, the Forms 10-Q for the periods ended March 31, 2009 and June 30, 2010 of the Company filed with the SEC on May 4, 2010 and August 2, 2010, respectively, the definitive proxy statement on Schedule 14A filed with the SEC on March 29, 2010, and the prospectus supplement filed with the SEC on May 20, 2009.

The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding the above filings. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

The Company acknowledges that:

n

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

September 24, 2010

Mr. Decker

Page 2

n

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

n

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.

Form 10-Q for the Period Ended June 30, 2010

Condensed Consolidated Statement of Changes in Equity, page 6

1.

We have read your responses to comment 15 from our letter dated June 11, 2010 and reviewed your Condensed Consolidated Statement of Changes in Equity.  In future filings, please revise your Condensed Consolidated Statement of Changes in Equity to include the following:

·

A “total column” immediately prior to your “noncontrolling interest column” that adds your equity attributable to common shareholders;

·

Your line item “Net income, including gains and losses attributable to noncontrolling interest” should appropriately allocate the “(Gains)losses attributable to noncontrolling interests in consolidated entities, net” and “Net income attributable to common shareholders” so that they agree to the amounts presented on your statements of income;

·

Please include your $37.1 [million] of currency translation difference on investments in overseas subsidiaries under your noncontrolling interest column;

·

Please present total comprehensive income for the parent and noncontrolling interest in consolidated entities in accordance with ASC 810-10-50-1A; and

·

Please show the allocation of $277.4 million and $37.1 million to Retained Earnings Appropriated for Investors in Consolidated Investment Products below the total comprehensive income line item.  This could be achieved in two separate adjustments or one adjustment as long as the description clearly describes what each adjustment represents.

Please supplementally show us what your revised disclosure will look like.

September 24, 2010

Mr. Decker

Page 3

Response to Comment 1

The Company will in future filings revise its Condensed Consolidated Statement of Changes in Equity to reflect the Staff’s comments, as illustrated in the supplemental disclosure of our Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2010, which is attached to this letter as Appendix A.  Specifically, in Appendix A we have:

·

Added a column entitled “Total Equity Attributable to Common Shareholders” immediately prior to our “Noncontrolling Interests in Consolidated Entities” column;

·

Appropriately allocated net income, including gains and losses attributable to noncontrolling interests, between total equity attributable to the Company’s common shareholders and equity attributable to noncontrolling interests, so that the amounts agree to the amounts on the Company’s Condensed Consolidated Statements of Income;

·

Included the $37.1 million of currency translation difference on investments in overseas subsidiaries under our “Noncontrolling Interests in Consolidated Entities” column;

·

Presented total comprehensive income attributable to the Company’s common shareholders separately from total comprehensive income attributable to noncontrolling interests in accordance with ASC 810-10-50-1A; and

·

Reflected the $277.4 million of gains and the $37.1 million of currency translation differences as allocations to Retained Earnings Appropriated for Investors in Consolidated Investment Products below the total comprehensive income line.

*           *           *

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

/s/ Loren M. Starr

      Loren M. Starr

      Senior Managing Director and

      Chief Financial Officer

cc:  Ernst & Young LLP

Appendix A

Supplemental Disclosure of Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2010

Equity Attributable to Common Shareholders

$ in millions

Common Shares

Additional Paid-in-Capital

Treasury Shares

Retained Earnings

Retained Earnings Appropriated for Investors in Consolidated Investment Products

Accumulated Other Comprehensive Income

Total Equity Attributable to Common Shareholders

Non-Controlling Interests in Consolidated Entities

Total Equity

January 1, 2010

91.9

5,688.4

(892.4
)

1,631.4

—

393.6

6,912.9

707.9

7,620.8

Adoption of FASB Statement No. 167

—

—

—

5.2

274.3

(5.2
)

274.3

—

274.3

January 1, 2010, as adjusted

91.9

5,688.4

(892.4
)

1,636.6

274.3

388.4

7,187.2

707.9

7,895.1

Net income, including gains and losses attributable to noncontrolling interests

—

—

—

135.8

—

—

135.8

316.9

452.7

Other comprehensive income:

Currency translation differences on investments in overseas subsidiaries

—

—

—

—

—

(186.1
)

(186.1
)

37.1

(149.0
)

Change in accumulated OCI related to employee benefit plans

—

—

—

—

—

7.0

7.0

—

7.0

Change in net unrealized gains on available-for-sale investments

—

—

—

—

—

6.0

6.0

—

6.0

Tax impacts of changes in accumulated other comprehensive income balances

—

—

—

—

—

(1.7
)

(1.7
)

—

(1.7
)

Total comprehensive income

(39.0
)

354.0

315.0

Net income reclassified to appropriated retained earnings

—

—

—

—

277.4

—

277.4

(277.4
)

—

Currency translation differences on investments in overseas subsidiaries reclassified to appropriated retained earnings

—

—

—

—

37.1

—

37.1

(37.1
)

—

Change in noncontrolling interests in consolidated entities, net

—

—

—

—

—

—

—

(36.2
)

(36.2
)

Business Combination

2.3

566.9

—

—

130.7

—

699.9

—

699.9

Dividends

—

—

—

(93.7
)

—

—

(93.7
)

—

(93.7
)

Employee share plans:

Share-based compensation

—

55.5

—

—

—

—

55.5

—

55.5

Vested shares

—

(59.1
)

59.1

—

—

—

—

—

—

Exercise of options

—

(14.7
)

20.9

—

—

—

6.2

—

6.2

Tax impact of share-based payment

—

12.3

—

—

—

—

12.3

—

12.3

Purchase of shares

—

—

(34.0
)

—

—

—

(34.0
)

—

(34.0
)

June 30, 2010

94.2

6,249.3

(846.4
)

1,678.7

719.5

213.6

8,108.9

711.2

8,820.1

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

       DIVISION OF
CORPORATION FINANCE

                                                                      September 13, 2010
 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, 2009
Forms 10-Q for the Periods Ended March 31, 2010 and
June 30, 2010
Definitive Proxy Statement on  Schedule 14A filed on
March 29, 2010 Prospectus Supplement filed on May 20, 2009 File No. 1-13908

Dear Mr. Starr:

We have reviewed your response letter dated August 20, 2010 and have the
following comment.
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 comment applies to your facts a nd circumstances, please tell us why in your
response.     After reviewing the information you provide  in response to this comment, we may
have additional comments.
Form 10-Q for the Period Ended June 30, 2010

 Condensed Consolidated Statement of Changes in Equity, page 6

 1. We have read your response to comment  15 from our letter dated June 11, 2010 and
reviewed your Condensed Consolidated Stat ement of Changes in Equity.  In future
filings, please revise your C ondensed Consolidated Statement of Changes in Equity
to include the following:
• A “total column” immediat ely prior to your “noncontrolling interest column”
that adds your equity attribut able to common shareholders;

Mr. Loren M. Starr
Invesco Ltd. September 13, 2010 Page 2
• Your line item “Net income, including gains and losses attributable to
noncontrolling interest” shoul d appropriately allocate the “(Gains)losses
attributable to noncontrolling interests in consolidated entities, net”  and “Net
income attributable to common shareholde rs” so that they agree to the amounts
presented on your stat ements of income;
• Please include your $37.1 of currency tran slation difference on investments in
overseas subsidiaries under your noncontrolling interest column;
• Please present total comprehensive inco me for the parent and noncontrolling
interest in consolidated entities in  accordance with ASC 810-10-50-1A; and
• Please show the allocation of $277.4 million and $37.1 million to Retained
Earnings Appropriated for Investors in  Consolidated Investments Products
below the total comprehensive income line item.  This could be achieved in two separate adjustments or one adjustment  as long as the description clearly
describes what each adjustment represents.
Please supplementally show us what your revised disclosure will look like.

You may contact Ernest Greene, Staff Accountant at (202) 551-3733 or Jeanne
Baker, Assistant Chief Accountant at (202)  551-3691 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Hagen Ganem,
Staff Attorney at (202) 551- 3330 or Dietrich Kin g, Staff Attorney at (202) 551-3338 with
any other questions.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp08202010.htm

August 20, 2010

VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

Mr. Rufus Decker

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

FORMS 10-Q FOR THE PERIODS ENDED MARCH 31, 2010 AND JUNE 30, 2010

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED ON MARCH 29, 2010

PROSPECTUS SUPPLEMENT FILED ON MAY 20, 2009

FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated August 12, 2010, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, (the “Form 10-K”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 26, 2010, the Forms 10-Q for the periods ended March 31, 2010, and June 30, 2010 of the Company filed with the SEC on May 4, 2010 and August 2, 2010, respectively, the definitive proxy statement on Schedule 14A filed with the SEC on March 29, 2010, and the prospectus supplement filed with the SEC on May 20, 2009.

The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding the above filings. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

The Company acknowledges that:

n

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

n

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

n

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.

August 20, 2010

Mr. Decker

Page

Form 10-K for the Year Ended December 31, 2009

Management’s Discussion and Analysis of Financia1 Condition and Results of Operations

Assets Under Management, page 28

AUM by Channe1, page 29

1.

We have read your responses to comments four and five from our letter dated June 11, 2010. Notwithstanding the fact that you are not a party to your investors’ asset allocation decisions or decision-making process, we would expect you to have some insight regarding the conditions of the financial market and your underlying product and services such that you can analyze and discuss the underlying drivers of cash inflows and outflows of your AUM. Please provide a more robust discussion of the underlying reasons for changes in components of cash flows, market gain and losses/reinvestment and foreign currency translation by total AUM and AUM by channel. Please show us your proposed disclosures.

Response to Comment 1

The Company respectfully refers the Staff to its Form 10-Q for the three and six months ended June 30, 2010, filed with the Commission on August 2, 2010 (the “2nd Quarter 10-Q”), in which the Company provided more robust AUM disclosures on pages 48 – 53 and pages 65 - 69.

Results of Operations for the Year Ended December 31 2009, Compared with the Year Ended December 31, 2008, page 31

    2.

We have read your response to comment six from our letter dated June 11, 2010. Based on your consideration of comments four and five from our letter dated June 11, 2010, please show us what your proposed disclosure will look like.

Response to Comment 2

The Company respectfully refers the Staff to the 2nd Quarter 10-Q, in which the Company provided more comprehensive income statement variance analysis on pages 54 – 64 and pages 70 - 76.

August 20, 2010

Mr. Decker

Page

Form 10-Q for the Period Ended June 30, 2010

General

    3.

Please discuss the above comments in your interim filings as well.

Response to Comment 3

The Company respectfully refers the Staff to its 2nd Quarter 10-Q, in which the Company addressed the above comments.  Future interim filings of the Company will also include consideration of the above comments.

Condensed Consolidated Statement of Changes in Equity, page 6

    4.

We have read your response to comment 15 from our letter dated June 11, 2010. Please note that we are still reviewing your response and we may have further comments when we have completed our review.

Response to Comment 4

The Company respectfully notes the Staff’s comment.

*           *           *

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,

/s/    Loren M. Starr

        Loren M. Starr

cc:           Ernst & Young LLP

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

       DIVISION OF
CORPORATION FINANCE

                                                                      August 12, 2010
 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, 2009 Forms 10-Q for the Periods Ended March 31, 2010 and
June 30, 2010
Definitive Proxy Statement on  Schedule 14A filed on
March 29, 2010 Prospectus Supplement filed on May 20, 2009 File No. 1-13908

Dear Mr. Starr:

We have reviewed your response letter dated July 16, 2010 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 circumstances, please tell us why in your
response.     After reviewing the information you provi de in response to these comments, we
may have additional comments.
Form 10-K for the Year Ended December 31, 2009

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Assets Under Management, page 28

AUM by Channel, page 29

1. We have read your responses to comments f our and five from our letter dated June
11, 2010.  Notwithstanding the fact that you ar e not a party to your  investors’ asset

Mr. Loren M. Starr
Invesco Ltd. August 12, 2010 Page 2
allocation decisions or decision-making pro cess, we would expect you to have some
insight regarding the conditions of the financial market and your underlying product
and services such that you can analyze and discuss the underl ying drivers of cash
inflows and outflows of your AUM.  Please provide a more robust discussion of the
underlying reasons for changes in components of cash flows, market gain and losses/reinvestment and foreign currenc y translation by total AUM and AUM by
channel.  Please show us your proposed disclosures.

Results of Operations for the Year Ende d December 31, 2009, Compared with the Year
Ended December 31, 2008, page 31
 2. We have read your response to comment  six from our letter dated June 11, 2010.
Based on your consideration of comments f our and five from our letter dated June
11, 2010, please show us what your pr oposed disclosure will look like.

Form 10-Q for the Period Ended June 30, 2010

General
 3. Please discuss the above comments in your interim filings as well.

Condensed Consolidated Statement of Changes in Equity, page 6

 4. We have read your response to comment  15 from our letter dated June 11, 2010.
Please note that we are still reviewing your response and we may have further
comments when we have completed our review.

You may contact Ernest Greene, Staff A ccountant at (202) 551-3733 or Jeanne
Baker, Assistant Chief A ccountant at (202) 551-3691  if you have questions regarding
comments on the financial statements and related matters.  Please contact Hagen Ganem, Staff
Attorney at (202) 551-3330  or Dietrich King, Staff Attorney at (202) 551-3338  with any
other questions.

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

CORRESP
1
filename1.htm

    corresp07162010.htm

July 16, 2010

VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

Mr. Ernest Greene

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Invesco Ltd.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2010

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED ON MARCH 29, 2010

PROSPECTUS SUPPLEMENT FILED ON MAY 20, 2009

FILE NUMBER: 1-13908

Dear Mr. Greene:

This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated June 11, 2010, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, (the “Form 10-K”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 26, 2010, the Form 10-Q for the period ended March 31, 2010 (the “Form 10-Q”) of the Company filed with the SEC on May 4, 2010, the definitive proxy statement on Schedule 14A filed on March 29, 2010, and the prospectus supplement filed on May 20, 2009.

The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding the above filings. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

The Company acknowledges that:

n

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

n

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

n

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.

July 16, 2010

Mr. Greene

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2009

General

1.

Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, including your interim filings, if applicable.

Response to Comment 1

The Company respectfully acknowledges the Staff’s comment and will include the noted additional disclosures or other revisions in future filings, including interim filings, where appropriate.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Repurchase of Equity Securities, page 23

2.

Please provide a “Total” figure in your equity repurchases table. See Item 703(a) of Regulation S-K.

Response to Comment 2

In future filings, we will provide a “total” figure in our equity repurchases table.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Investment Capabilities Performance Overview, page 27

July 16, 2010

Mr. Greene

Page 3

3.

Please expand disclosures to provide readers with a meaningful understanding of the performance of each of your significant funds. For each significant fund, please describe the underlying types of investments and overall strategy involved in the fund. Disclose the annualized returns for the periods presented as well as the inception to date returns. Although you are in the best position to determine which funds warrant expanded disclosures, we ask that you consider providing expanded disclosure for each fund that:

·

had, or is expected to have, a material impact on fee income in relation to your consolidated results;

·

comprises a material amount of total AUM;

·

had, or is expected to have, material investments or redemptions in relation to total AUM; or

·

had, or is expected to have, material market appreciation or depreciation in relation to total AUM.

Response to Comment 3

Invesco is an independent global investment manager with operations in 20 countries.  As of June 30, 2010, the Company managed $557.7 billion in assets for retail, institutional, and high-net-worth investors around the world.  Invesco delivers a comprehensive array of investment products.  We offer multiple investment objectives within the various asset classes and products that we manage. Our assets under management (AUM) are highly diversified by client domicile, distribution channel and asset class.  As of March 31, 2010, our distribution network had gathered assets of approximately 50% retail, 46% institutional, and 4% private wealth management clients, and 40% of client AUM were outside of the U.S.  We service clients in more than 100 countries.  We had several thousand funds and separate accounts as of March 31, 2010.

One of the results of this diversification is no one fund or client is material to our operations.  Our largest funds have multiple investors, and no one investor is significant to our revenues or AUM.  Because no individual investor would have a material impact on fee income in relation to the Company’s consolidated operating results, the Company has determined that it is not meaningful to the reader of its financial statements to include individual fund performance, material investment or redemption, or material market appreciation or depreciation (actual or expected) information specific to any individual fund or investor. In addition, no one fund is significant to our AUM.  It should also be noted that we have not received any inquiries from users of our financial statements, or buy-side or sell-side analysts concerning individual funds or products.  Additionally, large diversified peer investment managers also do not generally provide individual fund-level information in their disclosures.

We believe that a comparison of investment performance of our funds in the aggregate relative to the performance of peer investment management companies and benchmarks is more

July 16, 2010

Mr. Greene

Page 4

useful information to evaluate if our revenues are at risk due to AUM outflows from client redemptions.  As indicated in the Investment Capabilities Performance Overview section of our 2009 Form 10-K, we provide this information for 69%, 68%, and 65% of total Invesco AUM for AUM measured in one-, three-, and five-year peer group rankings, respectively, and for AUM measured versus benchmark on a one-, three-, and five-year basis, our disclosed rankings represent 84%, 82%, and 75% of total Invesco AUM, respectively, as of December 31, 2009.  The remaining funds and products were excluded from these disclosures because of limited peer group or benchmark data.

Assets Under Management, page 28

4.

Please disclose the nature of the cash flows that are included in the line items titled long-term inflows and long-term outflows. Also discuss the underlying reasons for movements in these line items.

Response to Comment 4

The Company’s AUM rollforwards from period to period present long-term inflows and outflows separately from the net flows into institutional money market funds.  Long-term inflows and the underlying reasons for the movements in this line item include investments from new clients, existing clients adding new accounts/funds or contributions/subscriptions into existing accounts/funds, and new funding commitments into private equity funds.  We present net flows into institutional money market funds separately, because shareholders of those funds typically utilize them as short-term funding vehicles, and because their flows are particularly sensitive to short-term interest rate movements.

Long-term outflows and the underlying reasons for the movements in this line item include redemptions resulting from closed client accounts/funds, partial redemptions in continuing client accounts/funds, and reductions in funding commitments into private equity funds.

There are numerous drivers of AUM inflows and outflows, from individual investor decisions to change their investment preferences to fiduciaries making broad asset allocation decisions on behalf of advised clients to reallocate investments within portfolios.  The Company therefore offers diversified investment opportunities to provide options for investors and fiduciaries to consider when making investment allocation decisions.  We strive to deliver superior investment performance, as this is often a critical factor in investors’ or their advisors’ asset allocation decisions.

We are not a party to these asset allocation decisions, as the Company does not generally have access to the underlying investor’s decision-making process.  Therefore, the Company is not in a position to provide meaningful information regarding the drivers of inflows and outflows.  We will, however, include in future filings with the Commission enhanced definitions of inflows and outflows.

July 16, 2010

Mr. Greene

Page 5

AUM by Channel, page 29

5.

You present rollforwards of your AUM by Channel from January 1, 2007 to December 31, 2009 for your retail, institutional and private wealth management channels to the prior year results. Please provide a robust discussion regarding the underlying reasons for the changes in components of cash flows, market gains and losses/reinvestment, and foreign currency translation by channel.

Response to Comment 5

Our disclosure of AUM in a rollforward format includes long-term inflows, long-term outflows, net flows in institutional money market funds, market gains and losses/reinvestment, and foreign currency translation.  Please refer to our response to comment 4 above for a discussion regarding the long-term inflows and outflows of AUM and the net flows in institutional money market funds.  Market gains and losses/reinvestment of AUM includes the net change in AUM resulting from changes in market values of the underlying investments from period to period and reinvestment of client dividends.  The foreign currency translation movement in our AUM results from the effect of changes in currency exchange rates from period to period as non-U.S. dollar denominated AUM is translated into U.S. dollars, the reporting currency of the Company.

We present AUM rollforwards with these categories of movement by channel, asset class, and client domicile.  Channel refers to the distribution channel from which the AUM originated.  Institutional AUM originated from individual corporate clients, endowments, foundations, government authorities, universities, or charities.  Retail AUM arose from client investments into funds available to the public with shares or units.  Private Wealth Management AUM arose from high net worth client investments.  Asset classes are descriptive groupings of AUM by common type of underlying investments.  Client domicile disclosure groups AUM by the domicile of the underlying clients.

In future filings, we will provide more disclosure regarding the underlying reasons for the changes in the quantifiable components of our AUM rollforwards.

Results of Operations for the Year Ended December 31, 2009, Compared with the Year Ended December 31, 2008

6.

Provide a more comprehensive analysis of the factors that impacted your investment management fees, service and distribution fees, performance fees and other, operating expenses and other income (expense) ensuring that you address specific underlying causes for the change in specific line items. If necessary, you may need to address the changes at the fund level or at least identify and quantify the impact on your results by material changes in funds. In addition, you should discuss any known or anticipated trends that have and/or may continue to impact your results of operations. Your discussion and analysis should provide investors with sufficient information to understand the historical trends and the expectations for the future as seen through the eyes of management. In addressing this comment, specifically address the following:

July 16, 2010

Mr. Greene

Page 6

·

Discuss the extent to which material decreases in revenues are attributable to decreases in average AUM, changes in mix of AUM, foreign exchange movements, market gains and losses, or new funds established. For example, you indicate that the investment management fees decreased due to decreases in average AUM during the year, changes in mix of AUM and foreign exchange movements. Please expand your explanation of this decrease to address whether this may continue in the future, the impact on future revenues and the reasons for the increase in market gains or plans to increase new funds.

·

You indicate on page 11 that your investment management fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and alternative asset products, and lower fees earned on fixed income, money market and stable value accounts. Expand your discussion and analysis to address if and to what extent variations in the type of assets being managed impacted your revenues on a period by period basis.

·

Discuss to the extent material, the reasons for changes in operating expenses. In particular, you indicate that the decrease in employee compensation was due to decreases in variable compensation, including decreases in discretionary and investment performance-based staff bonuses, decreases in base salary costs resulting from decreases in headcount and foreign exchange rate movements. However, you do not discuss the reason for the changes in the factors identified. Please provide more insight into the reasons for the changes in employee compensation.

·

Quantify each factor you cite as impacting your operations. For example, you disclose that general and administrative expenses declined due to several factors including an insurance recovery of $9.5 million, foreign exchange movement, and general disciplined expense management measures, including reduced travel and entertainment and professional services expenses recorded during the year ended December 31, 2009. However you do not quantify the impact attributed to each component other than the insurance recovery.

·

Expand your discussion of other income and expenses to indicate why earnings in your joint venture investments in China declined as well as why there were net losses in certain of your partnership investments.

·

Expand your discussion to discuss the components of net realized gains (losses) and net unrealized gains (losses) of consolidated investment products to include a discussion of your realized gains, realized losses, unrealized gains from changes in fair value of the investments and unrealized losses from changes in fair value of the investments. Provide insight into reasons for changes in these underlying components.

July 16, 2010

Mr. Greene

Page 7

·

Provide a comprehensive discussion of the nature of the non-controlling interest in consolidated entities for each period presented as well as how such amounts are determined. In this regard, specifically address why the losses attributable to non-controlling interest in consolidated entities increased to $113.2 million for the year ended December 31, 2009.

Note that this is not meant to represent an all-inclusive list of where your MD&A should be improved. Improvements should be made at the consolidated level to provide quantification of amounts and further clarification throughout your discussion for a reader’s full understanding of your results of operations. See Item 303(a)(3) of Regulation S-K.

Response to Comment 6

The Company will seek to provide greater detail of the components of the income statement variances.

In future filings with the Commission, the Company will discuss any known or anticipated trends that have and/or may continue to impact our results of operations where we believe that we have identified a trend that could be material to our results of operations in the future.  We will do so in light of any historical trends and will provide the future anticipated trend information as seen through the eyes of management.

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             June 11, 2010
 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, 2009
Form 10-Q for the Period Ended March 31, 2010
Definitive Proxy Statement on  Schedule 14A filed on
March 29, 2010 Prospectus Supplement filed on May 20, 2009 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 circumstan ces, please tell us why in
your response.     After reviewing the information you provi de in response to these comments, we
may have additional comments.
Form 10-K for the Year Ended December 31, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, these revisions should be included in your future filings, including your interim filings, if applicable.

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 2  Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
 Repurchase of Equity Securities, page 23

2. Please provide a “Total” figure in your equity repurchases table.  See Item
703(a) of Regulation S-K.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Investment Capabilities Performance Overview, page 27

 3. Please expand disclosures to provide r eaders with a meaningful understanding
of the performance of each of your si gnificant funds.  For each significant fund,
please describe the underlying types of investments and overall strategy
involved in the fund.  Disclose the annua lized returns for the periods presented
as well as the inception to da te returns.  Although you ar e in the best position to
determine which funds warrant expanded di sclosures, we ask that you consider
providing expanded disclosure for each fund that:
• had, or is expected to have, a material  impact on fee income in relation to
your consolidated  results;
• comprises a material amount of total AUM;
• had, or is expected to have, material investments or redemptions in relation
to total AUM; or
• had, or is expected to have, material market appreciation or depreciation in
relation to total AUM.
 Assets Under Management, page 28

4. Please disclose the nature of the cash fl ows that are included in the line items
titled long-term inflows a nd long-term outflows. Al so discuss the underlying
reasons for movements in  these line items.
 AUM by Channel, page 29

 5. You present rollforwards of your AU M by Channel from January 1, 2007 to
December 31, 2009 for your retail, institutio nal and private wealth management
channels to the prior year results.  Pl ease provide a robust discussion regarding
the underlying reasons for the changes in  components of cash flows, market
gains and losses/reinvestme nt, and foreign currency translation by channel.

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 3  Results of Operations for the Year Ende d December 31, 2009, Compared with the Year
Ended December 31, 2008

6. Provide a more comprehensive analysis  of the factors that impacted your
investment management fees, service a nd distribution fees, performance fees
and other, operating expenses and othe r income (expense) ensuring that you
address specific underlying causes for the change in specific line items.  If
necessary, you may need to address the changes at the fund level or at least
identify and quantify the impact on your re sults by material changes in funds.
In addition, you should discuss any known or anticipated trends that have
and/or may continue to impact your results  of operations.  Your discussion and
analysis should provide investors with sufficient information to understand the
historical trends and the e xpectations for the future as seen through the eyes of
management.  In addressing this comme nt, specifically address the following:
• Discuss the extent to which material decreases in revenues are attributable
to decreases in average AUM, change s in mix of AUM, foreign exchange
movements, market gains and losses,  or new funds established.  For
example, you indicate that the invest ment management fees decreased due
to decreases in average AUM during the year, changes in mix of AUM and
foreign exchange movements. Please expand your explanation of this
decrease to address whether this may continue in the future, the impact on
future revenues and the reasons for the increase in market gains or plans to
increase new funds.
• You indicate on page 11 th at your investment manage ment fees vary with
the type of assets being managed, with higher fees earned on actively
managed equity and balanced accounts, along with real estate and
alternative asset products, and lowe r fees earned on fixed income, money
market and stable value accounts.  Expand your discussion and analysis to
address if and to what exte nt variations in the type  of assets being managed
impacted your revenues on a period by period basis.
• Discuss to the extent material, th e reasons for changes in operating
expenses. In particular, you indica te that the decrease in employee
compensation was due to decreases in  variable compen sation, including
decreases in discretionary and invest ment performance-based staff bonuses,
decreases in base salary costs result ing from decreases in headcount and
foreign exchange rate movements.  However, you do not discuss the reason
for the changes in the factors identified. Please provide more insight into the
reasons for the changes in employee compensation.
• Quantify each factor you cite as im pacting your operations.  For example,
you disclose that general and administrative expenses declined due to

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 4
several factors including an insuranc e recovery of $9.5 million, foreign
exchange movement, and general disciplined expense management
measures, including reduced travel and entertainment and professional
services expenses recorded duri ng the year ended December 31, 2009.
However you do not quantify the impact attributed to each component other
than the insurance recovery.
• Expand your discussion of other income  and expenses to indicate why
earnings in your joint venture investment s in China declined as well as why
there were net losses in certain of  your partnership investments.
• Expand your discussion to discuss the components of net realized gains
(losses) and net unrealized gains (los ses) of consolidated investment
products to include a discussion of your  realized gains, realized losses,
unrealized gains from changes in fa ir value of the investments and
unrealized losses from changes in fair value of the investments.  Provide
insight into reasons for changes in these underlying components.
• Provide a comprehensive discussion of  the nature of the non-controlling
interest in consolidated entities for each period presented as well as how
such amounts are determined.  In this regard, specifically  address why the
losses attributable to non-controllin g interest in consolidated entities
increased to $113.2 million for the year ended December 31, 2009.
Note that this is not meant to repres ent an all-inclusive list of where your
MD&A should be improved.  Improvements should be made at the consolidated level to provide qua ntification of amounts and fu rther clarificat ion throughout
your discussion for a reader’s full unders tanding of your results of operations.
See Item 303(a)(3) of Regulation S-K.
 Liquidity and Capital Resources

 Operating Activities, page 45

 7. You indicate that cash provided by op erating activities in 2009 was $362.7
million, a decrease of $162.8 million or 31% over 2008.  You have discussed the some of the components that resu lted in the change in cash flows from
operations for the year ended December 31, 2009.  However, it is still not clear
from your disclosure what caused the si gnificant decrease in cash provided by
operating activities in 2009.  Please provi de a more robust discussion of the
components that result in the decrease in cash provided by operating activities
as well as the underlying reasons for th e changes in the components compared
to the prior year.

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 5  Critical Accounting Policies and Estimates

 Goodwill, page 52

  8. On page 52, you disclose that none of your components are considered
individual reporting units as complete operating results are not available for
each separate component.  This is no t the basis for determining components
under SFAS 142.  In a previous review by the Staff, you provided a comprehensive analysis in your response to comment four from our letter dated
May 28, 2009 indicating that your components are not re porting units pursuant
to paragraph 30 of SFAS 142 (FASB ASC 350-20-35-34).  Please revise your
current disclosure to more accurately indicate how you have determined that your components are not reporting units.

Financial Statements

 Note 17 – Share-Based Compensation

 Share Options, page 104

 9. You disclose that you maintain two hi storical option plans with outstanding
share options:  the 2000 Share Option Plan and the No. 3 Executive Share
Option Scheme   You state that th e share option exercise prices are
denominated in Pounds Sterling.  Given th at your exercise price is denominated
in Pounds Sterling, please tell us what  consideration you gave to whether your
share options contain a condition that is  not a market, performance or service
condition.  Please also revise your fili ng to disclose how you account for these
share options.  Refer to FASB ASC 718-10-25-13 and 14.

Item 9A. Controls and Procedures, page 116

 10. We note that you have set forth the disclosure required by Item 308(c) of
Regulation S-K on page 62, immediately after management's annual report on
internal control over financ ial reporting.  Please either provide this disclosure
under Item 9A of Form 10-K or provide  an appropriate cross-reference under
Item 9A to the location with in the annual report where the disclosure is located.
 Item 15.  Exhibits and Financia l Statement Schedules, page 121

 11. It appears that you have omitted the sche dules and exhibits referenced in your
Credit Agreement dated June 9, 2009.  Please file with your next Exchange Act report a complete copy of this credit agreement, which should include all

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 6
schedules and exhibits referenced ther ein.  See Item 601(b)(10) of Regulation
S-K.
 12. Please file with your next Exchange  Act report Mark Amour’s employment
agreement, which your disclosure on pa ge 23 of your definitive proxy statement
filed on March 29, 2010 suggests is in eff ect.  See Item 601(b)(10)(iii)(A) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed on March 29, 2010

Corporate Governance
 Board’s Role in Risk Oversight, page 11

 13. We note your disclosure that your board has concluded that your compensation
policies and practices for all employees do not create risks that are reasonably
likely to have a material adverse effect on the company.  Please advise us as to
the process you undertook to  reach this conclusion.

Form 10-Q for the Period Ended March 31, 2010

General
 14. Please discuss the above comments in your interim filings as well.

Condensed Consolidated Statement of Changes in Equity, page 6

 15. Please tell us why your retained earni ngs appropriated for investors in
consolidated investment products is not part of non-controllin g interest in the
statement of changes in equity as of March 31, 2010.  In footnote 13, please tell
us why your $6,914 parent equity as of  March 31, 2010 does not agree to your
$7,303.0 consolidated total equity attribut able common shareholders.  Provide
clarifying disclosures as necessary.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Schedule of Non-GAAP Information, page 50

 16. Please tell us supplementally and revise your disclosures to clarify what your
Non-GAAP financial measures of adjust ed cash operating income, adjusted
cash operating margin and adjusted cash EPS represent and describe how these

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 7
specific Non-GAAP financial measures are used.  Please tell us whether these
Non-GAAP financial measures are used to evaluate performance or liquidity. If
you conclude that adjusted cash operati ng income and adjusted cash operating
margin are not liquidity measures, then please prospectively ch ange the title of
these measures to delete the word “cash ”.  Alternatively, if you conclude that
these measures are useful as a liquidity measure, then these measures should be
reconciled to the most comparable  GAAP liquidity measure and the
presentation should be revised to in clude the GAAP operating, investing and
financing cash flow amounts.   Pleas e also delete the “adjusted cash EPS”
disclosure if you use this measure as a liquidity measure.  See the corresponding
guidance in C&DI sectio ns 102.05-.07 available at
http://sec.gov/divisions/corpf in/guidance/nongaapinterp.htm
.  This comment
may also pertain to your Form 8-K press release filed on March 12, 2010.
Please fully comply with paragraph (e)(1 )(i) of Item 10 of Regulation S-K.
Refer also to Instruction 2 of Item 2.02 of Form 8-K and C&DI section 105.06
as referenced above.

Prospectus Supplement filed on May 20, 2009
 17. We note the prospectus supplement you filed pursuant to Rule 424(b)(2) on
May 20, 2009 relating to the automatic shel f registration statement on Form S-3
(Reg. No. 333-159312) you filed on May 18, 2009.  We are unable to locate a
legality opinion for the specific securities  sold in the takedown.  Please advise
us as to the status of this opinion.  Please refer to Question 118.02 of our
Compliance and Disclosure Interpreta tion for 1933 Act Forms, which is
available on our website.

*    *    *    *

  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Exchange Act of 1934 and all applic able Exchange Act rules require.  Since
the company and its management are in posse ssion of all facts re lating to a company’s
disclosure, they are responsible for the accur acy and adequacy of 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;

Mr. Loren M. Starr
Invesco Ltd. June 11, 2010 Page 8
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion 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 pers on under the federal s ecurities laws of
the United States.

You may contact Ernest Greene, Staff A ccountant at (202) 551-3733 or Jeanne
Baker, Assistant Chief A ccountant at (202) 551-3691  if you have questions regarding
comments on the financial statements and related matters.  Please contact Hagen Ganem,
Staff Attorney at (202) 551-3330  or Dietrich King, Staff A ttorney at (202) 551-3338
with any other questions.

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
August 6, 2009

Via U.S. mail and facsimile

 Mr. Loren M. Starr Chief Financial Officer Invesco Ltd.
1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309    RE: Form 10-K for the fiscal  year ended December 31, 2008
  Form 10-Q for the period ended March 31, 2009   Definitive Proxy Statement Filed April 8, 2009    File No. 1-13908  Dear Mr. Starr:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of your filings related to
legal matters, please direct them to Dieter  King, Staff Attorney, at (202) 551-3338 or
Andrew Schoeffler, Staff Attorney, at (202) 551-3748.  Please contact Nudrat Salik, Staff
Accountant, at (202) 551-3692 or, in her ab sence, the undersigne d at (202) 551-3689 if
you have questions regarding comments on the fi nancial statements and related matters.

 Sincerely,
          John Hartz        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

            July 17, 2009

            VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

            Ms. Nudrat Salik

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street N.E., Stop 7010

            Washington, D.C. 20549

            Invesco Ltd.

            FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

            FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2009

            DEFINITIVE PROXY STATEMENT FILED APRIL 8, 2009

            FILE NUMBER: 1-13908

            Dear Ms. Salik:

            This letter sets forth the responses of Invesco Ltd. (“Invesco” or the “Company”) to your comment letter, dated July 2, 2009, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, (the “Form 10-K”) of the
            Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on February 27, 2009, the Form 10-Q for the period ended March 31, 2009 (the “Form 10-Q”) of the Company filed with the Commission on May 8, 2009, and the definitive proxy statement (the
            “Proxy Statement”) of the Company filed with the Commission on April 8, 2009.

            The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding its Form 10-K, Form 10-Q and Proxy Statement. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

            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.

            July 17, 2009

            Ms. Nudrat Salik

            Page 2

            Form 10-K for the Fiscal Year Ended December 31, 2008

            General

                        1.

                        Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, including your interim filings, if applicable.

            Response to Comment 1

            The Company respectfully acknowledges the Staff’s comment and will include substantially similar additional disclosures or other revisions in our future filings, including interim filings, where appropriate.

            Critical Accounting Policies and Estimates, page 47

            Goodwill, page 50, Prior Comment 3

                        2.

                        We note your response to comment three in our letter dated May 28, 2009. In your 2007 annual analysis of goodwill, you discounted your expected cash flows using your internal weighted average cost of capital. In your 2008 analyses, you discounted your expected cash flows using the weighted average cost of capital for certain self-selected companies
                        in your industry. This change resulted in using a lower discount rate in your 2008 annual test than had you used your own weighted average cost of capital. If you had used your own weighted average cost of capital in the October 31, 2008 analysis, the resulting valuation of your sole reporting unit would be below its carrying value.

            Please help us further understand your basis for changing the discount rate used in your goodwill impairment analyses from your internal weighted average cost of capital to the weighted average cost of capital for companies in your industry. In this regard, please address the following:

                        •

                        As you note in your response, paragraph 23 of SFAS 142 states that the fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Please further advise us about why you believe that market participants would use a weighted
                        average cost of capital for companies in your industry rather than your specific weighted average cost of capital. Explain to us why your weighted average cost of capital would not better portray the risk inherent in your expected cash flows as discussed in paragraph B13 of SFAS 157;

                        •

                        Please tell us what consideration you gave to each of the general principles of present value techniques listed in paragraph B3 of SFAS 157. For example, you should tell us what consideration you gave to paragraph B3(b) of SFAS 157 which states that cash flows and discount rates should only consider the factors attributed to the asset or liability being
                        measured;

            July 17, 2009

            Ms. Nudrat Salik

            Page 3

                        •

                        Paragraph A25(e) of SFAS 157 discusses Level 3 inputs related to reporting units. This paragraph notes that a Level 3 input would include a financial forecast developed using the reporting entity’s own data if there is no information reasonably available without undue cost and effort that indicates that market participants would use different
                        assumptions. Tell us why you believe market participants would use different assumptions, and what consideration you gave to this paragraph in determining the appropriate discount rate;

                        •

                        Tell us by how much the carrying value would have exceeded the valuation at October 31, 2008 had you used your prior assumptions;

                        •

                        Explain to us your views concerning why your weighted average cost of capital exceeds your self-selected industry peer group; and

                        •

                        Please be clear as to how you selected the peer companies. What were the parameters used? Please be specific. For example, why did you include these companies and no others? Did all included companies meet a set of criteria, which no other companies met? Please tell us the weighted average cost of capital of each peer company. You may avoid
                        specific identification by using letters or numbers rather than names. If you were to remove the single peer company from your analysis which would have the most adverse impact on your calculated industry weighted average cost of capital (i.e. increase it the most), what would that resulting weighted average cost of capital be?

            Response to Comment 2

            Historically, because our goodwill impairment analysis yielded a large cushion between the fair value and carrying value of our reporting unit, we did not perform an exhaustive analysis of each key assumption. For example, in our October 1, 2007, goodwill impairment test, the impact of a 5% increase in the discount rate would not have resulted in the carrying amount of our reporting unit being less
            than its fair value. During 2008, as business conditions changed and as we were implementing the fair value measurement principles of SFAS 157, we began a process of more fully considering the calculation of our key assumptions. At this point, we engaged a third party to assist us in our discounted cash flow modeling, which led to additional considerations forming part of our analysis.

            July 17, 2009

            Ms. Nudrat Salik

            Page 4

            We believe that the use of an industry-based weighted average cost of capital (“WACC”) in our reporting unit fair value calculation is consistent with general valuation practice and what we believe a market participant would use in measuring the fair value of the reporting unit, as transactions within the investment management industry
            are typically conducted between members of the investment management industry. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. SFAS 157 requires that we use an exit price as the fair value of our reporting unit, which is consistent with the approach we have taken in terms of assessing the return a market participant would require in a hypothetical transaction of the reporting unit. The WACC should be representative of the rate
            of return a buyer would require in a hypothetical transaction; therefore, the consideration of other industry participants’ capital structures in the WACC estimate is appropriate. Assuming an efficient market, the industry WACC reflects an optimal capital structure that a buyer would consider in a hypothetical transaction of the reporting unit. Our response below addresses each of the Staff’s bulleted considerations in turn:

            WACC – risk inherent in our expected cash flows

            Paragraph B13 of SFAS 157 discusses the two components of risk – systematic (nondiversifiable) risk, or general market risk, and unsystematic (diversifiable) risk, the risk specific to an asset or liability. The industry WACC we used captures systematic risk via key inputs of the Capital Asset Pricing Model such as risk free rate, equity risk premium and beta.

            We considered whether it was appropriate to make any adjustments to the average industry WACC calculation for unsystematic risk. Elements representative of unsystematic risk include both company-specific risk and a company size premium.

            A company-specific risk adjustment intends to compensate investors for risk that cannot be diversified away and to account for company-specific factors affecting its competitive position in the industry or other risk factors specific to the projections. Factors that could influence the company-specific risk premium include business risk factors (forecast risk, management strength and depth, product
            line diversity, customer/supplier mix and reliance, among others). We considered these factors and determined that no company-specific risk adjustment was necessary, as key growth and profitability metrics of the reporting unit projections were observed to be consistent with available industry market participant data.

            We considered our Company's size relative to the market as a whole and concluded that Invesco’s market capitalization was within the range of the other investment managers. As a result, there was no compelling justification to make an adjustment for company size premium.

            July 17, 2009

            Ms. Nudrat Salik

            Page 5

            General principles of present value techniques

            We considered each of the general principles of present value techniques listed in paragraph B3 of SFAS 157. The “asset” being valued in our goodwill impairment reporting unit fair value analysis is our business. Applying the general principles of present value techniques to the valuation of a business indicates that we need to contemplate market participant factors in applying the
            appropriate discount rate and apply that discount rate to the business’s cash flows. The industry WACC that we used was consistent with the underlying economic factors of our business, as it was reflective of our industry and what a market participant would expect for an investment in a company within our industry. Additionally, it was a U.S. dollar-based discount rate, which is consistent with our U.S. dollar-based forecasts.

            Financial forecast assumptions

            In a hypothetical business combination transaction in which the Company were being analyzed for acquisition by a third party, the third party would begin with the Company’s own financial forecasts and then make adjustments for the synergies or efficiencies that would be created upon the combination of the businesses. We did not make any adjustments to our internal financial forecasts when
            modeling the fair value of our reporting unit in our 2008 goodwill impairment tests, because we believe that our financial projections reflect those that are consistent with those that a market participant would use, and therefore it would not be appropriate to adjust for other factors that would be unique in the specific circumstances of a specific transaction.

            Additionally, any estimates we would have made for a third party’s assumptions would have not been based upon reliable facts. It was therefore not practicable to create such assumptions, and we used our own forecasted data. We consulted various analysts’ reports and commentary on our Company, which we consider to be a good proxy for market assumptions about our Company’s results of
            operations and forecasts, and we noted that the assumptions used by analysts were generally consistent with our internal forecasts.

            With respect to the WACC input assumption, enough market observable information was readily available for us (and a market participant) to create an industry-based WACC calculation, as further described below under the “Industry WACC Composition” section of this response.

            October 31, 2008, excess carrying value

            For purposes of responding to the Staff’s comment, we calculated our October 31, 2008, goodwill impairment test using our Company’s WACC of 14.87%. The carrying value of our reporting unit would have exceeded its fair value by $801.8 million had this discount rate been used. As discussed above, we believe the use of an industry WACC is considered a best practice and is consistent with
            the fair value principles of SFAS 157. It is also consistent with the approach we took when we performed our October 1, 2008, and March 31, 2009, goodwill impairment analyses where the fair value of our reporting unit was in excess of its carrying value.

            July 17, 2009

            Ms. Nudrat Salik

            Page 6

            Company WACC exceeding industry WACC

            The most significant factor that caused our WACC to exceed the industry WACC is that we have a smaller relative debt component of our capital structure than other companies in our industry, which increases our cost of capital relative to other investment managers. A hypothetical buyer would look at the optimal or long-term capital structure of the reporting unit as opposed to the capital structure
            at a point in time. Our optimal or long-term capital structure has a higher debt component and a lower equity component, which is consistent with our peer group.

            Industry WACC Composition

            As indicated in our response to comment 3 in our letter dated June 19, 2009, the peer companies included in our industry WACC calculation are Franklin Resources, Inc., Janus Capital Group, Inc., T. Rowe Price Group, Inc., Legg Mason, Inc., Eaton Vance Corp., and BlackRock, Inc. We regularly review these companies for various other analyses, as they are a standard industry peer group for benchmarking
            purposes. These firms are most similar to our Company in several ways, including market capitalization, and assets under management size and composition by asset class, geography or channel. Additionally, these companies follow a similar business structure – they are independent, integrated investment managers, as is our Company. While not all of these companies match Invesco in each of these factors, the selected companies were the most similar to us in terms of risk and
            expected growth, and they provide a representative sample of the entire investment

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
July 2, 2009

Via U.S. mail and facsimile

Mr. Loren M. Starr Chief Financial Officer Invesco Ltd.
1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309    RE: Form 10-K for the fiscal  year ended December 31, 2008
  Form 10-Q for the period ended March 31, 2009   Definitive Proxy Statement Filed April 8, 2009    File No. 1-13908  Dear Mr. Starr:    We have reviewed your response letter dated June 19, 2009 and have the following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions to be
made, these revisions should be included in your future filings, including your interim
filings, if applicable.

Mr. Loren M. Starr
July 2, 2009
Page 2 of 5   Critical Accounting Policies and Estimates, page 47

 Goodwill, page 50, Prior Comment 3

 2. We note your response to comment three in  our letter dated May 28, 2009.  In your
2007 annual analysis of goodwill, you discounted your expected cash flows using your internal weighted averag e cost of capital.  In your  2008 analyses, you discounted
your expected cash flows using the weighted average cost of capit al for certain self-
selected companies in your industry.  This  change resulted in using a lower discount
rate in your 2008 annual test than had you us ed your own weighted average cost of
capital.  If you had used your own weighted average cost of capital in the October 31,
2008 analysis, the resulting valuation of your  sole reporting unit would be below its
carrying value.

Please help us further understand your basi s for changing the disc ount rate used in
your goodwill impairment analyses from your internal weighted average cost of capital to the weighted average cost of capital for companies in your industry.  In this regard, please address the following:
• As you note in your response, paragraph 23 of  SFAS 142 states that the fair value
of a reporting unit refers to the price that  would be received to sell the unit as a
whole in an orderly transaction between market participants at the measurement
date.  Please further advise us about why you believe that market participants
would use a weighted average cost of capital for companies in your industry
rather than your specific weighted average cost of capital.  Ex plain to us why your
weighted average cost of capital would not  better portray the ri sk inherent in your
expected cash flows as discussed in paragraph B13 of SFAS 157;
• Please tell us what consideration you gave  to each of the general principles of
present value techniques listed in paragraph B3 of SFAS 157.  For example, you should tell us what consideration you gave to paragraph B3(b) of SFAS 157
which states that cash flows and discount  rates should only consider the factors
attributed to the asset or liability being measured;
• Paragraph A25(e) of SFAS 157 discusses Le vel 3 inputs related to reporting units.
This paragraph notes that a Level 3 input would include a financial forecast
developed using the reporting entity’s own data if there is no information
reasonably available without undue cost and effort that  indicates that market
participants would use diffe rent assumptions.  Tell us why you believe market
participants would use diffe rent assumptions, and what consideration you gave to
this paragraph in determining the appropriate discount rate;
• Tell us by how much the carrying value would have exceeded the valuation at
October 31, 2008 had you used your prior assumptions;
• Explain to us your views concerning why your weighted average cost of capital
exceeds your self-selected industry peer group; and
• Please be clear as to how you selected the peer companies.  What were the
parameters used?  Please be  specific.  For example,  why did you include these

Mr. Loren M. Starr
July 2, 2009
Page 3 of 5
companies and no others?  Did all include d companies meet a set of criteria,
which no other companies met?  Please tell us the weighted average cost of
capital of each peer company.  You ma y avoid specific identification by using
letters or numbers rather than names.  If you were to remove the single peer
company from your analysis which would have the most adverse impact on your calculated industry weighted average cost of  capital (i.e. increase it the most),
what would that resulting weight ed average cost of capital be?
 3. We note your response to comments eight a nd nine in our lett er dated May 28, 2009.
We note that there is not net impact to your income statement from consolidation and/or deconsolidati on of these investment products.  Please consider disclosing the
gross impact of consolidation and decons olidation on significant income statement
line items, which could include total operati ng revenues, total operating expenses, and
total operating income.
 4. You state that as part of  the April 1, 2007 series of amendments you changed the
basis of consolidation of $610.5 million in net assets of consolidated investment
products to EITF 04-5 from  FIN 46(R).  Please clarify how these amounts are
reflected in the table included in your propos ed disclosure.  Please also clarify what
the amounts included in the deconsolidat ed under EITF 04-5 column relate to.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009

General
 5. Please address the above comments in your interim filings as well.

Liquidity and Capital Resources, page 39

6. You entered into a three-year unsecured  $500 million revolving credit facility
agreement on June 9, 2009, which replaced the existing $900 million amended and restated five year credit agreement sc heduled to expire on March 31, 2010.  Given
that this appears to be a significant cha nge in one of your primary sources of cash,
please discuss the impact on your liquidity and capital resources of the reduction in
the amount available to you.  Please also  advise how you determined that your
sources of cash will continue to be suffi cient to meet your needs including whether
alternative sources of cash are available.

Mr. Loren M. Starr
July 2, 2009
Page 4 of 5
DEFINITIVE PROXY STATEMENT FILED APRIL 8, 2009

 Executive Compensation, page 20

Compensation Discussion and Analysis, page 20
Award Maximums for the Named Executive Officers, page 23
 7. We note your response to comment two in our letter dated Ap ril 30, 2009.  With a
view toward future disclosure, please  tell us how your compensation committee
determined the percentage award maximums for each executive officer, focusing on how the committee differentiated between the officers, since your disclosure implies that each officer did not rece ive the same percentage.  In this regard, we note your
disclosure that PCBOI was the “determining performance-based measure in establishing award maximums for [your] execu tive officers.”   In addition, with a
view toward future disclosure, please tell us the maximum and adjusted award
percentages for each officer and discuss in greater detail and on an officer-by-officer
basis the “qualitative assessment of each ex ecutive officer’s performance” in which
the committee engaged in order to dete rmine the amount of the discretionary
reduction made to the award maximum for each officer.
 Chief Executive Officer’s Compensation, page 24

Employment Agreement, page 24
 8. We note your response to comment four in  our letter dated April 30, 2009.  Please
disclose the information in your response in future filings to the extent the
information remains material.
 Award Determination, page 24

 9. We note your response to comment five in our letter dated April 30, 2009, particularly you statement that Johns on Associates does not provide your
compensation committee with a formal written opinion of any kind.  Please provide us with a copy of any other materials prep ared by Johnson Associates and provided to
your compensation committee in connection with Johnson Associates’ opinion.  In addition, with a view toward future disclosure, please tell us the basis for and the methods used by Johnson Associates to arri ve at its opinion, as summarized in your
proxy statement.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental

Mr. Loren M. Starr
July 2, 2009 Page 5 of 5   response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

You may contact Dieter King, Staff Attorney, at (202) 551-3338 or Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 if  you have any questions regarding legal
matters.  Please contact Nudr at Salik, Staff Accountant, at (202) 551-3692 or, in her
absence, the undersigned at (202) 551-3689 if  you have questions regarding comments on
the financial statements and related matters.           S i n c e r e l y ,            John Hartz        Senior Assistant Chief Accountant

CORRESP
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            June 19, 2009

            VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

            Ms. Pam Long

            Assistant Director

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            Invesco Ltd.

            Definitive Proxy Statement on Schedule 14A, filed April 8, 2009

            File Number: 001-13908

            Dear Ms. Long:

            This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated April 30, 2009, relating to the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) of the Company filed with the Securities and Exchange
            Commission (the “Commission”) on April 8, 2009.

            The Company is filing, via EDGAR, this letter setting forth the Company’s responses to comments of the Staff of the Commission (the “Staff”) regarding the Proxy Statement. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold italics in
            addition to providing our responses.

                                         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.

            June 19, 2009

            Ms. Pam Long

            Page 2

            Executive Compensation, page 20

            Compensation Discussion and Analysis, page 20

            Determination of the 2008 Annual Award Pool, page 23

                        1.

                        We note that the committee used net operating income, net operating margin, assets under management and diluted earnings per share to determine the size of the award pool for variable compensation for 2008. We further note that the committee “evaluated” these same financial measures when making other compensation decisions. You do not
                        disclose the other decisions for which these financial measures were evaluated, however. Please tell us for which decisions the committee used these financial measures. Please provide a detailed response. For your reference, please refer to comment one in our letter to you dated December 10, 2008, in which, among other matters, we asked you to clarify in future filings the purposes for which your committee used items of corporate performance in connection with
                        compensation decisions.

            Response to Comment 1

            The performance factors noted above (net operating income, net operating margin, assets under management and diluted earnings per share) are described in the context of the annual award pool. Accordingly, the disclosure indicating that “each of these aspects of our financial performance was evaluated by the committee in making its compensation decisions” is intended to
            refer to the decisions made with respect to the establishment of the award pool in general and the awards issued thereunder. We provide more detail about these decisions and consideration of these performance factors under subsequent sections relating to the award determinations for the CEO and the other named executive officers, as detailed below.

            With respect to our Chief Executive Officer, we disclosed under the heading “Chief Executive Officer’s Compensation – Award Determinations” that the committee took into account these same factors in setting Mr. Flanagan’s compensation. As described, the committee took into account Mr. Flanagan’s cautious approach to managing the business, which
            helped the Company maintain a net operating margin above 31% even though declining assets under management had put pressure on net operating revenues, net operating income and diluted earnings per share. Additionally, we stated that our Chief Executive Officer’s compensation was

            decreased to reflect “the decline in company financial results largely brought on by market forces.”

            With respect to compensation decisions for named executive officers other than the Chief Executive Officer, we disclosed that our named executive officer’s compensation decreased generally in line with the year-over-year decrease in the award pool, which was determined based upon analysis of the above-mentioned performance factors. We direct the Staff’s
            attention to the Proxy Statement paragraph immediately following the one cited, where we state that, although the committee did not attempt to assign relative weight to any single performance

            June 19, 2009

            Ms. Pam Long

            Page 3

            factor, “...the 2008 awards to our named executive officers generally decreased year-over-year in line with the decrease in the company-wide annual award pool.”

            Under the caption “Compensation of Other Executive Officers – 2008 Awards” we disclosed that Mr. Flanagan’s recommendations to the committee regarding compensation of other executive officers “reflected the company’s overall performance for 2008, as described above...” referring to the same
            Company performance factors earlier cited. We further described the committee’s belief “that the other executive officers’ pay should reflect the lower operating results of the company versus 2007.” These “lower operating results” were previously identified in the description of the committee’s determination of the overall award pool.

            Award Maximums for the Named Executive Officers, page 23

                        2.

                        We note your disclosure that “the profitability of the firm, as reflected in PCBOI, is the determining performance based measure in establishing award maximums for our executive officers.” With a view toward future disclosure, please tell us the dollar amount of the PCBOI profitability performance target for 2008 as well as your actual
                        PCBOI profitability performance for 2008. For your reference, please refer to comment one in our letter to you dated August 29, 2008, in which, among other matters, we asked you to identify and quantify specific items of corporate performance that are taken into account in setting compensation policies and making compensation decisions.

            Response to Comment 2

            We do not target any particular dollar amount of PCBOI profitability. Rather, as described in the sections entitled “Process for Establishing Annual Award Pool,” “Determination of the 2008 Annual Award Pool,” and “Award Maximums for the Named Executive Officers,” the committee determines during the first quarter of the year the ranges for the
            general award pool as a percentage of the year’s PCBOI – the committee approved a target range for cash bonuses for 2008 of between 24% and 29% of PCBOI and for share awards of between 8% and 13% of PCBOI. For purposes of Section 162(m), specific percentages of PCBOI are established for named executive officers, which we describe as “award maximums,” but no specific PCBOI target is established for such awards. Naturally, if actual PCBOI is a negative number,
            the resulting award maximum for a named executive officer would be zero (0) for that year. Since we do not establish a target for PCBOI, we do not believe that disclosure of our actual PCBOI for the year is relevant to an investor’s understanding of our policies and decisions with respect to compensation of our named executive officers.

            The dollar amount of the Company’s PCBOI for any particular year cannot be determined prior to fiscal year end. Once the amount of the prior year’s PCBOI is known, however, the committee (i) determines the size of the Company-wide award pool, and (ii) computes the dollar amount of the award maximums for the named executive officers (which are then reduced
            to actual award amounts using the committee’s “negative discretion”). It is

            June 19, 2009

            Ms. Pam Long

            Page 4

            important to note, however, that the Company does not target any particular dollar amount of PCBOI for any purpose.

                        3.

                        Please tell us why you expect that the “performance-based awards granted for 2008 in the form of annual cash bonuses and share awards...should qualify for the performance- based compensation exception to Section 162(m).” In this regard, we note your disclosures throughout your CD&A that your compensation decisions are based on
                        qualitative judgments made by your compensation committee, the absence of a non-equity incentive plan compensation column in your summary compensation table, and your disclosure that Mr. Flanagan participated in establishing his own performance criteria.

            Response to Comment 3

            We expect that the performance-based awards granted for 2008 in the form of cash bonuses and share awards should qualify for the 162(m) exception for performance-based compensation, as further described below.

            First, as described in the Proxy Statement under the heading “Award Maximums for the Named Executive Officers,” the committee approves annually in advance specific award maximums for each executive officer (including each named executive officer) under the Company’s Executive Incentive Bonus Plan, which was approved by our shareholders. Each of these award maximums
            is expressed as a percentage of the Company’s PCBOI – an objectively determined performance criteria, which must be a positive number in order to yield a positive award maximum. At the time such percentage maximums are set by the committee, the Company’s PCBOI for that year is of course not yet known – PCBOI for the ongoing year will only be ultimately determined based on the Company’s financial statements once they have been finalized. Further, the
            award maximums limit the aggregate dollar value of both the cash bonus and share award components that the Company expects to grant to the individual executive officer upon conclusion of the year. At the time the award maximums are set, however, no determination has been made as to what portion of the award will be delivered to the executive officer in the form of cash and what portion will be delivered in the form of shares. Additionally, the PCBOI percentages pertaining to
            particular executive officers are not communicated to such officers at that time. After the year has concluded and the Company’s financial results for the period are known, the amount of the Company’s PCBOI – and thus each award maximum – may be computed. The committee then engages in a non-formulaic, qualitative assessment of each executive officer’s performance and uses its “negative discretion”

            to reduce the award amount from the computed maximum to an actual amount to be granted. The “qualitative” assessment is therefore used to reduce each award from the objectively-determined PCBOI performance criteria. In addition, the committee at that time determines the relative proportions of cash and common share awards that will make up the aggregate award.

            Second, in future filings with the Commission, we will present the information set forth in the “Bonus” column of the current Summary Compensation Table in a new column to be headed “Non-Equity Incentive Plan Compensation.” In addition, we will in future filings include

            June 19, 2009

            Ms. Pam Long

            Page 5

            additional narrative and footnote disclosure relating to incentive awards under the “Grants of Plan-Based Awards” table for the applicable year in order to more clearly reflect the committee’s process described above. Such additional disclosure will be substantially similar to the revised Summary Compensation Table and Grant of Plan-Based Awards Table appended to this letter.

            Finally, solely the committee established the objective award maximum for Mr. Flanagan. Mr. Flanagan did not participate in the committee’s determination and certification of actual performance against the award maximum. The committee selected, after receiving Mr. Flanagan’s input, the other performance criteria to be used in the committee’s qualitative,
            non-formulaic assessment for determining the value of the final award. The committee’s process mirrored the qualitative evaluation which the committee undertakes for other named executive officers described in the preceding paragraph, using negative discretion under Section 162(m). As described in the Proxy Statement, the committee and Mr. Flanagan agreed at the onset of the performance measurement period that certain factors – including continued progress in executing
            the Company’s multi-year strategic priorities and maintaining or improving the Company’s financial performance relative to other firms in our industry – should be relevant and considered by the committee, among many other factors which the committee might take into consideration, in its qualitative assessment of his performance. Mr. Flanagan did not participate in the committee’s evaluation of his performance against these performance factors.

            Chief Executive Officer’s Compensation, page 24

            Employment Agreement, page 24

                        4.

                        Please tell us the metric or metrics against which company performance was measured for purposes of comparing the company to other firms in connection with the performance criteria applicable to Mr. Flanagan. It is unclear as to whether the committee and Mr. Flanagan used PCBOI, net operating income, net operating margin, assets under management,
                        diluted earnings per share, a combination of some or all of these metrics or some other metric or metrics. In addition, please tell us the targets for these metrics and where actual results fell with respect to those targets.

            Response to Comment 4

            With respect to the performance criteria applicable to Mr. Flanagan, the committee compared the Company’s performance primarily with respect to (i) the percentage of assets under management performing in the top half of the Company’s peer group, and (ii) the performance of the Company’s stock price relative to a composite index composed of a select
            peer group. As described in the Proxy Statement, however, the committee determined that the related awards would not be formulaic but that it would apply a qualitative assessment in considering these performance criteria, as described in our response to Question 3 above. Consequently, the committee did not set targets for any of these metrics. The committee used such measures as part of its overall qualitative assessment in order to exercise “negative discretion” to
            reduce Mr. Flanagan’s incentive compensation from the award maximum it had previously established as a percentage of PCBOI to the actual award amount.

            June 19, 2009

            Ms. Pam Long

            Page 6

            Award Determination, page 24

                        5.

                        We note the disclosure in the last paragraph. Please advise us as to the nature of the opinion provided by Johnson Associates and also provide to us copies of all materials prepared by Johnson

CORRESP
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            June 19, 2009

            VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

            Ms. Nudrat Salik

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street N.E., Stop 7010

            Washington, D.C. 20549

            Invesco Ltd.

            FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

            FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2009

            FILE NUMBER: 1-13908

            Dear Ms. Salik:

            This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated May 28, 2009, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, (the “Form 10-K”) of the Company filed with the
            Securities and Exchange Commission (the “Commission” or the “SEC”) on February 27, 2009, and the Form 10-Q for the three months ended March 31, 2009 (the “Form 10-Q”) of the Company filed with the Securities and Exchange Commission (the
            “Commission” or the “SEC”) on May 8, 2009.

            The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding its Form 10-K and Form 10-Q. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold italics in addition to providing our responses.

            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.

            June 19, 2009

            Ms. Nudrat Salik

            Page 2

            Form 10-K for the Fiscal Year Ended December 31, 2008

            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.

            Response to Comment 1

            The Company respectfully acknowledges the Staff’s comment and will include in the responses below details showing what the proposed revisions or additional disclosures will look like in our future filings. Such disclosures will be noted in italics. The Company will include substantially similar revisions in our future filings, including interim filings, where appropriate.

            Results of Operations

            Proportional Share of Revenues, Net of Third-Party Distribution Expenses, from Joint Venture Investments, page 32

                        2.

                        We note your response to comment 7 of our letter dated March 20, 2009. In a similar manner to your response, please provide a reconciliation between equity in earnings of unconsolidated affiliates as reported on your statements of income to proportional share of revenues, net of third-party distribution expenses, from joint venture investments.
                        Please also clearly explain the reconciling items and your purposes for presenting and discussing these amounts.

            Response to Comment 2

            A reconciliation of equity in earnings of unconsolidated affiliates from our Consolidated Statements of Income to our proportional share of revenues, net of third-party distribution expenses, from joint venture (JV) investments from our Schedule of Non-GAAP Information is detailed below.

                        $ in millions

                            2008

                            2007

                        Equity in earnings of unconsolidated affiliates

                        46.8

                        48.1

                        Less: equity in earnings of non-JV affiliates(1)

                        (5.5)

                        (1.9)

                        Less: other income/expense of JVs(2)

                        (1.6)

                        (0.7)

                        Proportional share of operating income from JV investments, as disclosed in the Schedule of Non-GAAP Information on page 39

                        39.7

                        45.5

                        Add: Invesco’s share of operating expenses from JV investments(3)

                        30.4

                        25.1

                        Less: Invesco’s share of third-party distribution, service and advisory expenses from JV investments(4)

                        (12.8)

                        (10.0)

                        Proportional share of revenues, net of third-party distribution expenses, from JV investments, as disclosed in the Schedule of Non-GAAP Information on page 39

                        57.3

                        60.6

            June 19, 2009

            Ms. Nudrat Salik

            Page 3

            Amounts included in equity in earnings of unconsolidated affiliates on the Company’s Consolidated Statements of Income of $46.8 million and $48.1 million for the years ended December 31, 2008 and 2007, respectively, include our proportionate share of income (or loss) before tax from our investments in JV’s ($41.3 million in 2008 and $46.2 million in 2007) as well as from other
            non-controlled entities ($5.5 million in 2008 and $1.9 million in 2007). As disclosed in Note 4, “Investments,” to our Consolidated Financial Statements, beginning on page 79 of the Form 10-K, the Company uses the equity method of accounting for investments in JVs, affiliates and for the investments in certain managed private equity, real estate and other investment entities that we are not deemed to control. These entities include variable interest entities for which we
            have determined that we are not the primary beneficiary and other investment products structured as partnerships for which we are the general partner and the unaffiliated limited partners possess either substantive kick-out, liquidation or participation rights. The footnote references in the table above are detailed below.

                        (1)

                        The equity in earnings of these other non-controlled entities is subtracted from the total amounts of equity in earnings of unconsolidated affiliates on the Company’s Consolidated Statements of Income to isolate the JV contribution to this income statement line item.

                        (2)

                        The second deduction in the above reconciliation relates to interest and investment income of JVs. These amounts must be deducted to isolate the JV contribution to our operating income.

                        (3)

                        The third reconciling item in the above table is the addition of our share of the JVs’ operating expenses. This reconciling item is necessary to isolate the JV contribution to our operating income.

                        (4)

                        The fourth reconciling item is a deduction of our share of the JVs’ third-party distribution, service and advisory expenses. We include these expenses as a deduction from operating revenues in our non-GAAP presentation of net revenues. They are included in the third reconciling item and must therefore be deducted from that amount to arrive at our
                        proportional share of revenues, net of third-party distribution expenses, from JV investments.

            We have two JV investments in China, and we believe that it is appropriate to evaluate their contribution to our operations and that this is useful information for investors. Accordingly, we make the adjustments above to highlight our net revenues (and by calculation, net revenue yield on assets under management), net operating income and net operating margin.

            June 19, 2009

            Ms. Nudrat Salik

            Page 4

            Critical Accounting Policies and Estimates, page 47

            Goodwill, page 50

                        3.

                        We note your response to comment 14 of our letter dated March 20, 2009. Please help us better understand how you determined it was appropriate to use the weighted average cost of capital for companies in your industry instead of using your own weighted average cost of capital for determining the fair value of your reporting unit in accordance with
                        paragraph 23 of SFAS 142. In this regard, please tell us what the discount rate would have been had you continued to use your own weighted average cost of capital in your impairment tests on October 1, 2008, October 31, 2008, and March 31, 2009. Please also tell us whether using your own weighted average cost of capital on any of these dates would have caused the carrying value of your reporting unit to be in excess of its fair value. Please also disclose how you
                        determined the weighted average cost of capital for the asset management sector.

            Response to Comment 3

            Paragraph 23 of SFAS 142 indicates that the “fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.” We determined that it was more appropriate to use the weighted average cost of capital (WACC) for companies in our industry rather than our own WACC for
            determining the fair value of our reporting unit in accordance with paragraph 23 of SFAS 142, because this is more reflective of the WACC that a market participant would use in a theoretical acquisition, rather than a WACC associated with the specific reporting unit being valued. The existing capital structure of our reporting unit would most likely change as part of a theoretical acquisition in which our reporting unit was acquired. Therefore, we believe that the risks specific to
            our capital structure are less relevant when determining the fair value of our reporting unit.

            Additionally, we applied the measurement provisions of FASB Statement No. 157, “Fair Value Measurements” (SFAS 157), to our 2008 goodwill impairment tests. Paragraph 21 of SFAS 157 states that “valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs.” An industry WACC input to our fair value model
            is an observable input, whereas our own WACC is an unobservable input.

            A comparison of our WACC and the industry WACC we derived is presented in the table below.

                            Invesco WACC

                            Industry WACC

                        October 1, 2008

                        14.36%

                        11.56%

                        October 31, 2008

                        14.87%

                        13.61%

                        March 31, 2009

                        14.29%

                        13.73%

            June 19, 2009

            Ms. Nudrat Salik

            Page 5

            Using our WACC in the October 1, 2008, and March 31, 2009, goodwill impairment tests would have produced valuations for our reporting unit that were above its carrying value at those dates. Using our own WACC in the October 31, 2008, goodwill impairment test would have produced a valuation for our reporting unit that was below its carrying value. On page 51 of our 2008 Form 10-K, we disclosed that a
            1% increase in the discount rate assumption using during our October 31, 2008, goodwill impairment analysis would have caused the carrying value of our reporting unit to be in excess of its fair value.

            The WACC is calculated from cost of equity and debt capital factors. We determined the cost of equity capital for the asset management sector by averaging the debt/capital and equity/capital ratios (factoring in respective tax rates to arrive at an average tax rate) of the following peer companies, which comprise a group of peer companies that we regularly review for various other analyses: Franklin
            Resources, Inc., Janus Capital Group, Inc., T. Rowe Price Group, Inc., Legg Mason, Inc., Eaton Vance Corp., and BlackRock, Inc. The unlevered betas of these firms were averaged to arrive at an average beta, which was then re-levered against the average capital structure in determining the industry cost of equity capital. We determined the cost of debt capital by using a Moody’s Baa weighted average cost of debt factor, which is an industry and a company-specific proxy for the
            cost of debt that a market participant would use when calculating a cost of debt input to the WACC calculation. We obtained this factor from the Federal Reserve Statistical Release table of Selected Interest Rates, a publically available table, for the applicable period. The Moody’s Baa rate is representative of what it would cost a Baa-rated company to issue debt. Our rating is one level higher than Baa using Moody’s ratings; however our S&P rating is BBB+, which
            corresponds approximately to a Moody’s Baa1 rating. Additionally, this ranking is reflective of an average of peers with public debt within our industry, thus it is representative of a rating that a market participant would use. We then took the industry average capitalization ratio (debt/equity ratio) times the industry average cost of capital to arrive at the industry WACC.

            We engaged an independent third party who performed a comprehensive assessment of our valuation analysis related to the fair value of our reporting unit. The third party agreed that the methodology and assumptions we used to determine fair value were consistent with what would be expected in an analysis performed by a nationally recognized valuation expert.

                        4.

                        We note your response to comment 16 of our letter dated March 20, 2009. Please help us better understand why your components are not reporting units pursuant to paragraph 30 of SFAS 142. Please address the following related to your evaluation of whether the existence of systems, standards, protocols, conventions, and rules that act to define the
                        processes necessary for normal, self-sustaining operations exist in your components pursuant to paragraph 6 of EITF 98-3:

                        •

                        Tell us the elements that you determined are included in each of the components;

                        •

                        Tell us the complete set of elements necessary for each component to conduct normal operations; and

            June 19, 2009

            Ms. Nudrat Salik

            Page 6

                        •

                        Tell us the elements missing from each component that would be necessary to conduct normal operations. In regards to these missing elements, please tell us how you concluded that the component is not a business.

            Response to Comment 4

            Paragraph 30 of SFAS 142 requires the Company to determine if its components constitute separate businesses, but does not define the meaning of a business. EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business” (EITF 98-3), contains guidance on whether an asset group constitutes a business, specifying that the integrated set of
            activities and assets that comprise a business are required to be self-sustaining. Paragraph

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 28, 2009

Via U.S. mail and facsimile

Mr. Loren M. Starr Chief Financial Officer Invesco Ltd.
1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309    RE: Form 10-K for the fiscal  year ended December 31, 2008
  Form 10-Q for the period ended March 31, 2009    File No. 1-13908  Dear Mr. Starr:    We have reviewed your response letter dated May 15, 2009 and have the following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 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.

Mr. Loren M. Starr
May 28, 2009
Page 2 of 5   Results of Operations

 Proportional Share of Revenues, Net of Thir d-Party Distribution Expenses, from Joint
Venture Investments, page 32
 2. We note your response to comment 7 of our letter dated March 20, 2009.  In a similar
manner to your response, please provide a reconciliation between equity in earnings of unconsolidated affiliates as reported on your statements of income to proportional
share of revenues, net of third-party distribution expenses, from joint venture
investments.  Please also clearly explain the reconciling items and your purposes for
presenting and discussing these amounts.
 Critical Accounting Policies and Estimates, page 47

 Goodwill, page 50

 3. We note your response to comment 14 of our letter dated March 20, 2009.  Please
help us better understand how  you determined it was appropr iate to use the weighted
average cost of capital for companies in your industry instead of using your own
weighted average cost of capital for dete rmining the fair value of your reporting unit
in accordance with paragraph 23 of SFAS 142.  In this regard, please tell us what the
discount rate would have been had you c ontinued to use your own weighted average
cost of capital in your impairment te sts on October 1, 2008, October 31, 2008, and
March 31, 2009.  Please also tell us whether using your own weighted average cost of
capital on any of these date s would have caused the carry ing value of your reporting
unit to be in excess of its fair value.  Please also disclose how you determined the
weighted average cost of capital for the asset management sector.
 4. We note your response to comment 16 of our letter dated March 20, 2009.  Please
help us better understand why your components are not reporting units pursuant to
paragraph 30 of SFAS 142.  Please address the following related to your evaluation of
whether the existence of systems, standards,  protocols, conventions, and rules that act
to define the processes necessary for normal,  self-sustaining operations exist in your
components pursuant to paragraph 6 of EITF 98-3:
• Tell us the elements that you determined are included in each of the components;
• Tell us the complete set of elements necessary for each component to conduct
normal operations;  and
• Tell us the elements missing from each component that would be necessary to
conduct normal operations.  In regards to these missing elements, please tell us
how you concluded that the component is not a business.

Mr. Loren M. Starr
May 28, 2009
Page 3 of 5   5. In regards to the availability  of discrete financial information for each component,
please address the following:
• You state that the CODM and the SMDs r eceive the Senior Management Analysis
of Results and Trends and the Invesco Ltd. Dashboards.  Please tell us whether
any additional financial in formation related to com ponents is provided to the
SMDs.  If so, please provide a summary of this financial information; and
• You state that traditional pr ofit and loss measures are not produced for any of the
components.  Please clarify which specifi c statement of operation line items are
provided for each component and help us understand why you would not be able
to use this information to evaluate the profitability of the component.  In this
regard, we remind you that not all costs nece ssarily have to be allocated in order
for the component to be considered a reporting unit.

Investments, page 51

 6. We note your response to comment 17 of our letter dated March 20, 2009.  In a similar manner to your response, we encour age you to disclose the investments which
are the most susceptible to impairment.  For these investments, we encourage you to
provide a description of these investment s, disclose the significant estimates and
assumptions used to determine fair value, and provide a sensitivity analysis of the significant estimates and assumptions used to determine fair value based upon reasonably likely changes.  You should cons ider disclosing whether reasonably like
changes in these significant estimates and a ssumptions could indicate that there is an
impairment.

7. We note your response to comments 18 and 23 of our letter dated March 20, 2009.
Given the significant amount of Level 3 inve stments held by consolidated investment
products, which represent approximately 8%  of your total assets at December 31,
2008, we urge you to consider providing additional disclosures regarding the fair value measurements of these investments.  In a similar manner to your response, please disclose your rights and risks relate d to these investments.  Please also
consider disclosing the following:
• A general description of the valuation tec hniques or models used as well as any
material changes made during the reporti ng period to those te chniques or models,
why the changes were made, and, to the exte nt possible, the quantitative effect of
those changes;
• To the extent material, a discussion of the extent to which, and how, relevant
market indices were used in applying the techniques or models.  Consider
describing any material adjustments made during the reporting period to the fair
value based on market indices and your reasons for making those adjustments;
• A discussion of how the techniques  or models used are validated;
• A discussion of how sensitive the fair valu e estimates are to the significant inputs
the technique or model uses; and

Mr. Loren M. Starr
May 28, 2009
Page 4 of 5
• If material, a discussion of how increases and decreases in the aggregate fair value
have affected or may affect your liquid ity and capital resour ces as well as the
factors that resulted in any material incr ease or decrease in th e fair values.
 Note 17.  Consolidated Investment Products, page 92

 8. We note your response to comment 22 of our letter dated March 20, 2009.  In a similar manner to your response, please disc lose the nature of the amendments that
were made that led to consolidation or deconsolidation of partnerships.  We note the disclosures provided on page 96 rega rding the balance sheet impact of
deconsolidating certain partnerships pursu ant to EITF 04-5.  Please disclose the
impact of deconsolidating certain partnershi ps pursuant to FIN 46(R) as well as the
income statement impact of deconsolidati ng certain partnerships pursuant to EITF 04-
5 and FIN 46(R).  In a similar manner, pleas e disclose the balance sheet and income
statement impact of consolid ating additional partnerships  pursuant to EITF 04-5 and
FIN 46(R).  Please consider disclosing  the impact of deconsolidating and
consolidating these partne rships in a table.
 9. As a result of amendments made to certain limited partnership agreements to add objective transfer criteria, you deconso lidated $365.4 million of net assets of
consolidated investment products and the related minority interest of $363.1 million effective December 31, 2007 and $0.4 million of net assets of consolidated investment products and the related minority interest of $0.4 million effective April 1,
2008.  You changed the basis of consolida tion of $610.5 million in net assets of
consolidated products and the related $600.5 million minority interest from FIN
46(R) to EITF 04-5, effective April 1, 2008.  Th is change in basis did not impact your
consolidated financial statements as you we re already consolida ting these amounts.
In this regard, please address the following:
• Of the $365.4 million of net assets of cons olidated investment products as of
December 31, 2007 and the $0.4 million of net assets of consolidated investment products as of April 1, 2008 that you deconsolidated pursuant to FIN 46(R), please clarify how much of th ese net assets continued to be consolidated pursuant
to EITF 04-5;
• Please clarify when the contract amendmen t changes were made.  If the changes
were made on April 1, 2008, as your disc losures indicate, pl ease clarify why you
deconsolidated $365.4 million of  net assets of consolidated investment products
and the related minority interest of $363.1 million effective December 31, 2007;
and
• Please explain why there was an impact to your income statement from deconsolidating certain partnerships  under FIN 46(R) and correspondingly
consolidating them under EITF 04-5 as your response indicates.

Mr. Loren M. Starr
May 28, 2009 Page 5 of 5   10. We note your response to comment 23 of our letter dated March 20, 2009.  In a similar manner to your response, please disclose that the investments held by
consolidated investment products are accounted for pursuant to EITF 85-12.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009

 General

 11. Please address the above comments in your interim filings as well.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3689.         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

        May 15, 2009

        VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

        Ms. Nudrat Salik

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F Street N.E., Stop 7010

        Washington, D.C. 20549

        Invesco Ltd.

        FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

        FILE NUMBER: 1-13908

        Dear Ms. Salik:

        This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated March 20, 2009, relating to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008, (the “Form 10-K”) of the Company filed with the
        Securities and Exchange Commission (the “Commission” or the “SEC”) on February 27, 2009.

        The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Commission’s comments regarding its Form 10-K. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in italics in addition to providing our responses.

        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.

        May 15, 2009

        Mr. Nudrat Salik

                    Page 2

        Form 10-K for the Fiscal Year Ended December 31, 2008

        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.

        Response to Comment 1

        The Company respectfully acknowledges the Staff’s comment and will include in the responses below details showing what the proposed revisions or additional disclosures will look like in our future filings. Such disclosures will be noted in italics. The Company will include such revisions in all future filings, including interim filings, where appropriate.

        Management’s Discussion and Analysis, page 24

        Executive Overview, page 24

                    2.

                    We note your discussion of the current market conditions. We urge you to find ways to provide additional quantitative disclosures that convey to investors the current and ongoing risks related to your revenues, operating results, and recoverability of your assets. We believe that detailed rather than general disclosures regarding these risks and
                    exposures, would provide investors with the appropriate information to make this evaluation. Please consider the following:

                    •

                    In regards to the recoverability of your assets, we believe that it is important to provide investors with information to help them evaluate the current assumptions underlying your impairment assessment relative to your current market conditions and your peers to enable them to attempt to assess the likelihood of potential future impairments or fair
                    value adjustments. You should consider providing additional quantitative disclosures related to each type of potential charge, including impairment charges related to investments, which include trading securities, available-for-sale securities, and equity method investments. Your disclosures should also address the potential impairment of assets held for policyholders, investments of consolidated investment products, property and equipment, and intangible assets. Please
                    consider providing qualitative and quantitative descriptions of the material assumptions used and a sensitivity analysis of those assumptions used to determine fair value in your impairment analyses based upon reasonably likely changes. Please also consider providing an explanation of how you determine when there is an other-than-temporary impairment as well as whether there are more risks and exposures related to certain assets which make it more likely for them to be
                    impaired; and

        May 15, 2009

        Mr. Nudrat Salik

                    Page 3

                    •

                    You provide a quantitative discussion of expected 2009 operating expenses assuming a continuation of year-end 2008 market and foreign exchange levels. Please consider providing similar quantitative disclosures for revenues, operating income, and net income.

        Response to Comment 2

        We note that the purpose of an executive-level overview in Management’s Discussion and Analysis (MD&A) is to provide context for the remainder of the discussion by including the most important matters on which our management focuses in evaluating the financial condition and operating performance of the Company.

        Invesco Ltd. is an investment manager. We derive substantially all of our revenues from investment management contracts with clients. Under these contracts, the investment management fees paid to us are typically based on the market value of assets under management (AUM). AUM do not meet the definition of “assets” from a financial statement perspective, because they are client money that we
        manage for a fee, and we therefore are not required to record AUM onto the Company’s Consolidated Balance Sheets (with the exception of assets held for policyholders and consolidated investment products, as discussed more fully below).

        The most significant risk related to our revenues is that they would be adversely affected by any reduction in AUM as a result of either a decline in market value of such AUM or net outflows, which would reduce the investment management fees we earn. We believe that global market return data, as well as forecasted expense guidance, are the most relevant quantitative disclosures to convey our current and
        ongoing risks related to our revenues, operating income and net income. Our considerations regarding disclosure of the recoverability of assets and quantitative guidance for revenues, operating income and net income are provided below.

        Recoverability of assets

        In the Critical Accounting Policies section of our MD&A, beginning on page 47 of our Form 10-K, we provide investors with information to help them evaluate the current assumptions underlying our impairment assessments and the recoverability of certain assets reported on our Consolidated Balance Sheets. We acknowledge that such disclosures are important; however our Executive Overview focuses on
        risks to our AUM and operating expense levels which are deemed most relevant by management.

        In Item 7A. Quantitative and Qualitative Disclosures about Market Risk, beginning on page 52 of our Form 10-K, we identify for the reader of our MD&A that at December 31, 2008, $209.1 million of a total $244.9 million investment balance, or 85% of our total investments, including trading, available-for-sale, and equity method investments, are
        sensitive to securities market risk. (The remaining $35.8 million of investments are exposed to interest rate risk, as disclosed on page 54 of our Form 10-K). We disclose in this section of our Form 10-K the effects of a 20% increase or decrease in the fair value of these investments. Total investments represent 2.5% of our total assets and are not directly associated with revenue streams; therefore we elected not to

        May 15, 2009

        Mr. Nudrat Salik

                    Page 4

        focus on recoverably of investments in the Executive Overview of our MD&A. The Company acknowledges that there are particular risks and exposures related to its $17.5 million of investments in managed collateralized loan obligation products. Accordingly, the fair value determination and impairment analysis related to these investments is detailed in the Critical Accounting Policy on Investments,
        beginning on page 51 of the Form 10-K.

        Assets held for policyholders consist of assets that are managed for clients of one of our non-U.S. subsidiaries, Invesco Perpetual Life Limited (formerly known as Invesco Pensions Limited), which is an insurance company that was established to facilitate retirement savings plans. In accordance with the American Institute of Certified Public Accountants Statement of Position No. 03-1, “Accounting
        and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts,” these assets are reported on our Consolidated Balance Sheets separately, with an equal and offsetting policyholder payable balance. Changes in the fair values of these assets and liabilities offset to zero and are recorded in the Company’s Consolidated Statements of Income in other operating revenues. Because the value of these investments is offset exactly
        by policyholder payables with no impact to the Company’s results, we have elected to discuss these balance sheet items in the MD&A Balance Sheet Discussion, beginning on page 39 of the Form 10-K, and not in the Executive Overview. We do not believe that additional quantitative or qualitative information regarding these assets would provide useful information to the readers of our Form 10-K.

        Accounting for consolidated investment products was identified as one of the Company’s critical accounting policies and is discussed on page 52 of the Form 10-K. We provide investment management services to various private equity funds and fund of funds. Certain of these investments are in funds that are considered to be variable interest entities (VIEs), as defined by FASB Interpretation (FIN)
        No. 46(R), “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51,” and we are required to consolidate those for which we are deemed to be the primary beneficiary. Others are consolidated under EITF 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights,” as one of our subsidiaries is the general
        partner and is presumed to have control, in the absence of simple majority kick-out rights to remove us, simple majority liquidation rights to dissolve the partnership, or any substantive participating rights of the other limited partners. At December 31, 2008, we were required to consolidate $921.0 million of assets of consolidated investment products, including $843.8 million in investments held by these funds. Consolidation resulted in additional minority interests of $899.6 million,
        as the Company invests as a less than 5% (generally around 1%) owner of each of these managed products. We elected not to focus on recoverability of investments held by consolidated investment products, because we do not consider them to be Company assets. Additionally, the Company has no right to the benefits from, nor do we bear the risks associated with, these investments, beyond our 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. To provide additional information about investments of consolidated investment products in the Executive Overview of our MD&A would place more emphasis than we believe

        May 15, 2009

        Mr. Nudrat Salik

                    Page 5

        is appropriate on these non-Company assets and would therefore be misleading to readers of our financial statements.

        The Company has $205.3 million in property and equipment assets as of December 31, 2008, consisting primarily of technology (hardware and software) and facilities assets, representing 2.1% of the Company’s total assets. Over 70% of these assets are being depreciated over a period of between three and seven years. The Company elected not to focus on recoverability of these assets in the MD&A,
        as our property and equipment assets are not significant to the operations of our business. The carrying amounts of property and equipment assets are reviewed for impairment under FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” when events or circumstances indicate that the carrying values may not be recoverable, as disclosed in Note 1, “Accounting Policies,” to the Company’s Consolidated Financial Statements,
        beginning on page 65 of the Form 10-K.

        The Company has $142.8 million of net intangible assets (1.5% of total assets), excluding goodwill, as of December 31, 2008, consisting primarily of investment management contracts acquired through acquisition, $99.7 million of which have indefinite lives and therefore are not subject to amortization. Also as detailed in Note 1, “Accounting Policies,” definite-lived intangible assets are
        reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Indefinite-lived intangibles are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets are impaired. We do not consider a discussion of recoverability of these assets useful to our MD&A.

        Our goodwill balance as of December 31, 2008, was $5,966.8 million (61.2% of total assets). We have identified goodwill as one of our critical accounting policies and have discussed the goodwill impairment process and sensitivity beginning on page 50 of our MD&A. We do, however, acknowledge the Staff’s comments and will enhance future disclosures to give effect to them, as discussed in our
        response to comment 14. Should goodwill become impaired, we will discuss this in the Executive Overview of the MD&A.

        Quantitative disclosures for revenues, operating income and net income

        The Company notes that forward-looking guidance is not required to be included in the MD&A discussion, but that it is encouraged if it provides useful and material information to investors. We provided a quantitative discussion of expected 2009 operating expenses in the Executive Overview section of our 2008 Form 10-K. We believe that expense guidance is more meaningful to investors than providing
        revenue, operating income and net income guidance. Revenues are variable, being contingent on total AUM levels and the composition of AUM. Changes in the levels of our AUM or composition by asset class, geography, or distribution channel will cause a shift in our revenues, operating income, and net income. The most significant drivers of changes in AUM are general market levels, which are inherently difficult to forecast. Guidance tied to revenue forecasts is therefore less meaningful.
        Additionally, we note that peer company disclosures generally do not quantify expected revenues, operating income and net income guidance, and analysts use their own assumptions when evaluating the Company’s AUM

        May 15, 2009

        Mr. Nudrat Salik

                    Page 6

        composition, related revenues and market levels. By contrast, expenses are easier to accurately forecast, given the relatively high fixed component of our expense structure. Therefore, we believe that expense guidance is the most appropriate form of guidance to provide investors.

        Asset Under Management, page 27

                    3.

                    You present net re

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 30, 2009

By U.S. Mail and Facsimile to (404) 962-8156
Martin L. Flanagan
President and Chief Executive Officer Invesco Ltd. 1555 Peachtree Street, NE, Suite 1800 Atlanta, GA 30309

Re: Invesco Ltd.
Definitive Proxy Statement on Schedule 14A Filed April 8, 2009 File No. 001-13908

Dear Mr. Flanagan:
We have limited our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Definitive Proxy Statement Filed April 8, 2009

Executive Compensation, page 20
Compensation Discussion and Analysis, page 20
Determination of the 2008 Annual Award Pool, page 23
1. We note that the committee used net operating income, net operating margin, assets
under management and diluted earnings per share to determine the size of the award pool for variable compensation for 2008.  We further note that the committee “evaluated”

Martin L. Flanagan
Invesco Ltd.
April 30, 2009 Page 2
these same financial measures when making other compensation decisions.  You do not disclose the other decisions for which these financial measures were evaluated, however.  Please tell us for which decisions the committee used these financial measures.  Please provide a detailed response.  For your reference, please refer to comment one in our letter to you dated December 10, 2008, in which, among other matters, we asked you to clarify in future filings the purposes for which your committee used items of corporate performance in connection with compensation decisions.
Award Maximums for the Named Executive Officers, page 23

2. We note your disclosure that “the profitability of the firm, as reflected in PCBOI, is the determining performance-based measure in establishing award maximums for our executive officers.”  With a view toward future disclosure, please tell us the dollar amount of the PCBOI profitability performance target for 2008 as well as your actual PCBOI profitability performance for 2008.  For your reference, please refer to comment one in our letter to you dated August 29, 2008, in which, among other matters, we asked you to identify and quantify specific items of corporate performance that are taken into
account in setting compensation policies and making compensation decisions.
3. Please tell us why you expect that the “performance-based awards granted for 2008 in the form of annual cash bonuses and share awards . . . should qualify for the performance-based compensation exception to Section 162(m).”  In this regard, we note your disclosures throughout your CD&A that your compensation decisions are based on qualitative judgments made by your compensation committee, the absence of a non-equity incentive plan compensation column in your summary compensation table, and your disclosure that Mr. Flanagan participated in establishing his own performance criteria.
Chief Executive Officer’s Compensation, page 24

Employment Agreement, page 24
4. Please tell us the metric or metrics against which company performance was measured for purposes of comparing the company to other firms in connection with the performance criteria applicable to Mr. Flanagan.  It is unclear as to whether the committee and Mr. Flanagan used PCBOI, net operating income, net operating margin, assets under management, diluted earnings per share, a combination of some or all of these metrics or some other metric or metrics.  In addition, please tell us the targets for these metrics and where actual results fell with respect to those targets.
Award Determinations, page 24

5. We note the disclosure in the last paragraph.  Please advise us as to the nature of the opinion provided by Johnson Associates and also provide to us copies of all materials
prepared by Johnson Associates and provided to your company regarding its opinion.

Martin L. Flanagan
Invesco Ltd.
April 30, 2009 Page 3
* * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
To expedite our review, you may wish to provide complete packages to each of the
persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.
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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Dieter King, staff attorne y, at (202) 551-3338 or Andy Schoeffler, staff
attorney, at (202) 551-3748 with any questions.
Sincerely,    Pam Long

Martin L. Flanagan
Invesco Ltd. April 30, 2009 Page 4
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
March 20, 2009

Via U.S. mail and facsimile

Mr. Loren M. Starr Chief Financial Officer Invesco Ltd.
1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309    RE: Form 10-K for the fiscal  year ended December 31, 2008
   File No. 1-13908  Dear Mr. Starr:    We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 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.

Mr. Loren M. Starr
March 20, 2009
Page 2 of 8   Management’s Discussion and Analysis, page 24

 Executive Overview, page 24

 2. We note your discussion of the current mark et conditions.  We urge you to find ways
to provide additional quantitative disclosure s that conveys to investors the current and
ongoing risks related to your re venues, operating results, and recoverability of your
assets.  We believe that detailed rather than general disclosures regarding these risks and exposures would provide investors with the appropriate information to make this
evaluation. Please consider the following:
• In regards to the recoverability of your assets, we belie ve that it is important to
provide investors with inform ation to help them evaluate the current assumptions
underlying your impairment assessment rela tive to your current market conditions
and your peers to enable them to attemp t to assess the likelihood of potential
future impairments or fair value adju stments.  You should consider providing
additional quantitative disclosures rela ted to each type of potential charge,
including impairment charges related to  investments, which include trading
securities, available-for-sale securities, and equity method investments.  Your
disclosures should also addr ess the potential impairme nt of assets held for
policyholders, investments of consolid ated investment products, property and
equipment, and intangible assets.  Pl ease consider providing qualitative and
quantitative descriptions of the materi al assumptions used and a sensitivity
analysis of those assumptions used to determine fair value in your impairment
analyses based upon reasonably likely change s.  Please also consider providing an
explanation of how you determine when  there is an other-than-temporary
impairment as well as whether there ar e more risks and exposures related to
certain assets which make it more likely for them to be impaired; and
• You provide a quantitative discussion  of expected 2009 operating expenses
assuming a continuation of year-end 2008 ma rket and foreign exchange levels.
Please consider providing similar quantita tive disclosures for revenues, operating
income, and net income.

Assets Under Management, page 27

3. You present net revenue yield on Assets U nder Management and net revenue yield on
Assets Under Management before performance fees.  Please present the most directly
comparable financial measure or measures calculated and presented in accordance with US GAAP with equal or greater prom inence.  Refer to Item 10(e)(1)(i)(A) of
Regulation S-K.  Please also consider discussing any signi ficant changes in these US
GAAP amounts peri od over period.
 4. Please consider providing a breakdown of  Assets Under Management by sectors
(such as real estate, banki ng, or consumer products) as of  each balance sheet date.
This disclosure should be supplemented by additional discussion in MD&A that

Mr. Loren M. Starr
March 20, 2009
Page 3 of 8
provides a detailed analysis of both change s in Assets by Management by sector and
changes in fund performance by sector for each period presented.
 5. Please quantify to the extent possible, in formation regarding any known changes in
assets under management occurring subseque nt to your latest ba lance sheet date but
prior to the date of your filings, such as known redemptions and/ or notices of
expected redemptions.  Your disclosures should clearly reflect any known trends in
redemptions or notice of expected redemptions within MD&A.
 6. If in future filings a presentation of the flows in money market funds on a gross basis
instead of on a net basis could provide mate rial information concerning these flows,
please revise to present the flows on this basis.
 Results of Operations

 Proportional Share of Revenues, Net of Thir d-Party Distribution Expenses, from Joint
Venture Investments, page 32
 7. Please clarify how you are arriving at the amounts discussed in MD&A as the proportional share of revenues, net of thir d-party distribution expenses, from joint
venture investments compared to the amount s reported on your statements of income
or disclose the specific page number that these disclosures are provided.  Specifically
you report equity in earnings of unconsolid ated affiliates of $46.8 million during the
year ended December 31, 2008 and $48.1 m illion during the year ended December
31, 2007 on your statements of income.  Pleas e also include a discussion in MD&A
of the equity in earnings of unc onsolidated affiliates amounts.
 Schedule of Non-GAAP Information, page 38

 8. Please expand your disclosures to further address why you believe net revenues, net
operating income, and net operating margin provi des useful information to investors.
Please specifically disclose if you use th ese non-GAAP financial measures for any
additional purposes.  Refer to Item 10(e)(1)(i)(D) of Regulation S-K.
 9. Please clearly show how you are arriving at the amounts of proportional share of
revenues, net of third-party distribution e xpenses, from joint venture investments.
Please disclose how these joint venture i nvestments are related to your operations
which warrant their inclusion in operating income.
 Liquidity and Capital Resources, page 41

 10. In light of the $297.2 million 4.5% senior notes due on December 15, 2009 and that the $900 million credit facility will expire on March 31, 2010, please disclose the current status of your borrowings, including if  you have been able to refinance any of

Mr. Loren M. Starr
March 20, 2009
Page 4 of 8
your debt amounts, renew any debt facilities,  as well as whether there have been any
other material changes to your borrowings.  Please also disclose the source of cash
you intend to use to make significant debt  payments such as the $297.2 million.
 11. You believe that your cash flow s from operations and credit facilities, together with
your ability to obtain alternative sources of financing, will enable you to meet
operating, debt and other obligations as they  come due and anticipated future capital
requirements.  Please further enhance your disclosures to discuss significant changes in your expected sources and uses of cas h from period to period and the impact of
these changes on your liquidity and capital re sources.  In this regard, your cash flows
from operations decreased by $418 million or  46% from the year ended December 31,
2007 to the year ended December 31, 2008.  Wh en there are significant changes in
the sources of cash, please advise how you determined that these sources will
continue to be sufficient to meet your need s including whether al ternative sources of
cash are available.
 Debt, page 44

 12. You disclose your required and actual ra tios for financial covenants under the $900
million credit facility.  Please also consider disclosing the specific computations used to arrive at the actual ratios with corresponding reconcilia tions to US GAAP
amounts.  See Sections I.D and IV.C of  the SEC Interpretiv e Release No. 33-8350
and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures
dated June 13, 2003.  Please confirm that there are no borrowing base guidelines which could restrict the amount available under the facility.
 Critical Accounting Policies and Estimates, page 47

 13. Given that it appears your material revenue  streams are based on the value of Assets
Under Management, please disclose how you calculate the value of your Assets
Under Management.  If signifi cant judgment is involved in the calculation of Assets
Under Management and this directly im pacts such calculation of your revenue
recognition, please tell us how you consider ed the need to identify Assets Under
Management as a critical accounting polic y.  We believe the following disclosures
may be useful to investors:
• Explanation of each of the models/technique s used to estimate fair value of the
underlying Assets Under Management;
• Detailed discussion of the material estimat es and assumptions used in each of the
models; and
• Sensitivity analysis of the material es timates and assumptions for each of the
models used on the fair value of  the Assets Under Management.
 Please refer to Section 501.14 of the Financ ial Reporting Codification for guidance.

Mr. Loren M. Starr
March 20, 2009
Page 5 of 8   Goodwill, page 50

 14. Given that goodwill represents 61% of your total assets at December 31, 2008, we
encourage you to expand your disclosures to provide readers with a better insight into
management’s judgments in accounting for goodw ill.  Please consider the following:
• You state that the principal method you use to determine fair value of a reporting
unit is an income approach where future cash flows are discounted to arrive at a
single present value amount.  You note that  the results of the secondary market
approach are not used to provide a fair value estimate and are not combined or weighted with the results of the income  approach but are used to provide an
additional basis to determine the reasonablen ess of the income approach fair value
estimate.  Please disclose what consider ation was given to th e secondary market
approach in your analysis, including if  it resulted in you reconsidering or
adjusting the values under the income approach;
• Please disclose what consideration was given to your market capitalization in
your impairment analysis; and
• Please disclose how assumptions and methodologies used for valuing goodwill in the current year have changed since the pr ior year highlighting the impact of any
changes.
 15. Given that only a 1% increase in the di scount rate assumptions used during your
October 31, 2008 interim goodwill impairment analysis would have caused the
carrying value of your reporting unit to be in excess of its fair valu e, please disclose
the rate that you used and how you determined this was the appropriate rate to be used in your analysis.
 16. Please provide us with a comprehensiv e explanation and correspondingly expand
your disclosures to address how you determined you only have one reporting unit pursuant to SFAS 142.  You should disclose whether you aggregate reporting units.
Refer to paragraph 30 of SFAS 142.  Please tell us whether discrete financial
information is prepared at any level lower th an the consolidated le vel.  If so, please
tell us who uses this information and fo r what purpose.  Please help us understand
why the three principal distribution channels : Retail, Institutional, and Private Wealth
Management would not be se parate reporting units.
 Investments, page 51

 17. Your disclosures indicate that you perform  a quarterly impairment testing of your
investments.  The accuracy of your other- than-temporary impairment assessments is
dependent upon the extent to which you are ab le to accurately determine fair values.
Please expand your disclosure related to your  impairment assessments to address the
following:
• Please further advise how you determine wh en there is an other-than-temporary
impairment, including the f actors that you consider; and

Mr. Loren M. Starr
March 20, 2009
Page 6 of 8
• Please disclose the significant estimat es and assumptions made in your
impairment analysis as well as provide a sensitivity analysis of those assumptions used to determine fair value in your impairment analyses based upon reasonably likely changes.
 18. Please consider providing the following addi tional information regarding fair value
measurements of investments disclosed in  note 4 as well as investments held by
consolidated investment products disclose d in note 17 to the financial statements:
• A general description of the valuation tec hniques or models used as well as any
material changes made during the reporti ng period to those te chniques or models,
why the changes were made, and, to the exte nt possible, the quantitative effect of
those changes;
• To the extent material, a discussion of the extent to which, and how, relevant
market indices were used in applying the techniques or models.  Consider describing any material adjustments made during the reporting period to the fair
value based on market indices and your reasons for making those adjustments;
• A discussion of how the techniques  or models used are validated;
• A discussion of how sensitive the fair valu e estimates are to the significant inputs
the technique or model uses; and
• If material, a discussion of how increases and decreases in the aggregate fair value
may affect your liquidity and capital resources.
 Financial Statements

 Notes to the Financial Statements

 Note 1.  Accounting Policies

Revenue Recognition, page 69

19. Please expand your discussion about th e recognition of performance-based
management fees to address the following:
• The measurement periods for the performance fees (monthly, quarterly, annual);
• When amounts are paid including whethe r they are paid at the end of the
measurement period; and
• Whether there are any situations in whic h you could be required to payback any
of the amounts.
Please also disclose any revenue amounts reco rded that are at risk due to future
performance contingencies.  Refer to EITF D-96.

Note 4.  Investments, page 79
 20. Please expand your disclosures regarding equ ity method investments to include all of
the disclosures required by paragraph 20 of APB No. 18.  These should include the

Mr. Loren M. Starr
March 20, 2009
Page 7 of 8
aggregate value of each identified investment  based on the quoted market price if a
quoted market price is available.  Please  also provide additional insight on how you
perform your impairment analysis, includi ng your consideration of quoted market
prices and how you determine when there is  an other-than-temporary impairment.
 Note 5.  Assets Held for Policyholders  and Policyholder Payables, page 81

 21. Please provide the disclosures required by paragraph 38 of SOP 03-1, including the
aggregate fair value of assets by major inve stment asset category.  Please disclose the
nature of these investments as well as how  you determine fair value.  Specifically,
you should disclose the methods as well as  significant estimates and assumptions
used to determine fair value.
 Note 17.  Consolidated Investment Products, page 92

 22. As a result of amendments made to lim ited partnership agreements, you determined
that you no longer controlled ce rtain real estate p

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
January 13, 2009

Invesco, Ltd.
Attention: Martin L. Flanagan, President and Chief Executive Officer 1360 Peachtree Street, NE Atlanta, Georgia 30309

Re: Invesco, Ltd.
Form 10-K for the fiscal year ended December 31, 2007 Filed February 29, 2008 Definitive Proxy Statement on Schedule 14A Filed April 1, 2008 File No. 001-13908

Dear Mr. Flanagan:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,    Pamela A. Long Assistant Director

CORRESP
1
filename1.htm

        January 8, 2009

        VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

        Ms. Jennifer Hardy

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

        Invesco Ltd.

        Definitive Proxy Statement on Schedule 14A, filed April 1, 2008

        File Number: 001-13908

        Dear Ms. Hardy:

        This letter sets forth the responses of Invesco Ltd. (the “Company”) to the further comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
        “Commission”) to our response letter dated December 2, 2008, as set forth in the Staff’s letter of December 10, 2008 (the “Comment Letter”) regarding the above-referenced proxy statement.

        The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the Comment Letter. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold italics in addition to providing our responses.

        Executive Compensation, page 18

        Compensation Discussion and Analysis, page 18

                    1.

                    We note your response to comment one in our letter dated August 29, 2008. You indicate that in making compensation decisions generally your compensation committee considered the specific items of corporate performance discussed on page 22. As they were presented in the proxy statement, we understood these items to pertain only to the 2007 award pool. In
                    future filings, please clarify the purposes (e.g., salary and bonus determinations) for which your compensation committee uses these and any other items of corporate performance in connection with its compensation decisions. In addition, in future filings if you do not disclose and quantify specific individual performance factors because you do not believe that they are material, then please disclose in detail the types or categories of individual performance factors that
                    the committee considered. In this regard, it is not sufficient disclosure simply to state that there were individual performance factors.

        January 8, 2009

        Ms. Jennifer Hardy

        Page 2

        Response to Comment 1

        In light of the Staff’s comment, in future filings, as applicable, we will clarify or supplement our disclosure to clarify the purposes for which our compensation committee uses any referenced items of corporate performance in its compensation decisions and to disclose in detail the types or categories of individual performance factors that the committee considered in connection with its compensation
        decisions.

        Incentive Compensation, page 21

                    2.

                    We note your response to comment three in our letter dated August 29, 2008. For future filings, if you determine that the disclosure of a performance target would cause you substantial competitive harm, then in lieu of disclosing the target please disclose how difficult it would be for the executive or how likely it would be for you to achieve the
                    undisclosed target.

        Response to Comment 2

        In light of the Staff’s comment, in future filings, as applicable, we will clarify or supplement our disclosure in accordance therewith. Specifically, if we determine that the disclosure of a performance target would cause the Company competitive harm, then in lieu of disclosing the target we will disclose how difficult it would be for the executive or how likely it would be for the Company to
        achieve the undisclosed target.

        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.

        ***

        January 8, 2009

        Ms. Jennifer Hardy

        Page 3

        If you have any questions regarding this letter, please do not hesitate to call me, Kevin M. Carome, at (404) 479-2945 or Robert H. Rigsby, at (404) 479-2845.

                    Very truly yours,

                    /s/ Kevin M. Carome

                    Kevin M. Carome

                    Senior Managing Director and General Counsel

                    cc:  Loren M. Starr, Senior Managing Director

                               and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
December 10, 2008

Invesco, Ltd.
Attention: Martin L. Flanagan, President and Chief Executive Officer 1360 Peachtree Street, NE Atlanta, Georgia 30309

Re: Invesco, Ltd.
Definitive Proxy Statement on Schedule 14A Filed April 1, 2008 File No. 001-13908

Dear Mr. Flanagan:
We have reviewed your letter dated December 2, 2008 and have the following comments.
Executive Compensation, page 18

Compensation Discussion and Analysis, page 18
1. We note your response to comment one in our letter dated August 29, 2008.  You indicate that in making compensation decisions generally your compensation committee considered the specific items of corporate performance discussed on page 22.  As they were presented in the proxy statement, we understood these items to pertain only to the 2007 award pool.  In future filings, please clarify the purposes (e.g., salary and bonus determinations) for which your compensation committee uses these and any other items of corporate performance in connection with its compensation decisions.  In addition, in future filings if you do not disclose and qua ntify specific individual performance factors
because you do not believe that they are material, then please disclose in detail the types or categories of individual performance factors that the committee considered.  In this regard, it is not sufficient disclosure simply to state that there were individual performance factors.
Incentive Compensation, page 21

2. We note your response to comment three in our letter dated August 29, 2008.  For future filings, if you determine that that the disclo sure of a performance target would cause you
substantial competitive harm, then in lieu of disclosing the target please disclose how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed target.

Martin L. Flanagan
Invesco, Ltd. December 10, 2008 Page 2
You may contact Dieter King, staff attorn ey, at (202) 551-3338, or me at (202) 551-3767
with any questions.
Sincerely,    Jennifer Hardy Legal Branch Chief

CORRESP
1
filename1.htm

        December 2, 2008

        VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

        Ms. Jennifer Hardy

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

        Invesco Ltd.

        Definitive Proxy Statement on Schedule 14A, filed April 1, 2008

        File Number: 001-13908

        Dear Ms. Hardy:

        This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated August 29, 2008, relating to the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) of the Company filed with the Securities and Exchange Commission (the
        “Commission”) on April 1, 2008.

        The Company is filing, via EDGAR, this letter setting forth the Company’s responses to comments of the Staff of the Commission (the “Staff”) regarding the Proxy Statement. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold italics in addition to providing our
        responses.

        Executive Compensation, page 18

        Compensation Discussion and Analysis, page 18

                    1.

                    We note your statements throughout your Compensation Discussion and Analysis disclosure that the cash and equity incentive compensation paid to your named executive officers is based upon the achievement of performance-based factors. In particular, we note your statement on page 19 that the “most important factor in determining incentive
                    compensation should be the company’s long- and short-term performance” and that “the committee evaluates progress made in achieving the company’s long-term strategic goals described above and performance against annual business objectives.”

        You do not, however, describe these factors or explain how these factors are applied to the performance of your named executive officers and the compensation decisions that result therefrom. In future filings, at a minimum please address the following points to

        December 2, 2008

        Ms. Jennifer Hardy

        Page 2

        the extent that they are material to understanding your compensation policies and decisions regarding the named executive officers:

                    •

                    The specific items (identification and quantification) of corporate performance that are taken into account in setting compensation policies and making compensation decisions;

                    •

                    How specific forms of compensation are structured and implemented to reflect these items of corporate performance, including whether discretion can be or has been exercised (either to award compensation absent attainment of the relevant performance goal(s) or to reduce or increase the size of any award or payout), identifying any particular exercise of
                    discretion, and stating whether it applied to one or more specific named executive officers or to all compensation subject to the relevant performance goal(s); and

                    •

                    How specific forms of compensation are structured and implemented to reflect the named executive officer’s individual performance and/or individual contribution to these items of corporate performance, describing the elements of individual performance and/or contribution that are taken into account.

        Please see Item 402(b)(2) of Regulation S-K.

        Response to Comment 1

        We note the Staff’s comment and address the three bullet points reproduced above as follows.

                    •

                    We respectfully refer the Staff to the Overview of our Executive Compensation Program and Our Compensation Philosophy and Objectives contained on pages 18 through 20 of the Proxy Statement where we provide the overarching principles to our compensation
                    philosophy. Namely, we structure our compensation practices to increase the alignment of our employee incentives with the interests of our clients, shareholders and long-term strategic goals that we believe will determine our long-term success and thereby further reward our shareholders. We achieve the foregoing through the compensation goals and objectives set forth on page 19 of the Proxy Statement, including linking rewards to economic results at every level of the
                    Company and a reinforced culture of rewarding high performers.

        We also respectfully refer the Staff to the final paragraph on page 22 of the Proxy Statement, which identifies the following specific items of corporate performance that the committee took into account in its compensation decisions: (i) net income, (ii) assets under management, (iii) diluted earnings per share, (iv) operating income and (v) total dividends. Our Proxy Statement disclosure
        quantified each of the above measures for the period indicated and set forth the relative increases for each measure from the prior period. While all of these

        December 2, 2008

        Ms. Jennifer Hardy

        Page 3

        factors were expressly considered by the committee in making its compensation decisions, the committee did not attempt to rank or assign relative weight to any particular factor but rather applied a qualitative assessment in considering them individually and in their entirety.

                    •

                    The committee structures and implements both the specific forms (e.g., base salary, annual short-term incentives and long-term incentives) and amounts of compensation paid to our named executive officers based upon and after taking into consideration two material factors:

                    1.

                    a market compensation analysis of our peer universe to develop general levels that it believes appropriate relative to the marketplace in order to retain such officers, and

                    2.

                    performance of the Company during the year and the various factors that may have affected such performance (including market conditions and the level of management fees).

        The committee’s ultimate decisions were not dictated by a specific formula, and the achievement of any particular goal or target, financial or individual, did not automatically result in any particular level of compensation.  The committee believes that an approach which takes into account qualitative judgments tied to the Company’s long-term strategy is more effective
        than purely formulaic criteria in aligning management and shareholder interests. Therefore, the committee utilizes discretion in making its determinations and does not grant compensation in excess of what it deems appropriate given the marketplace for our executive officers and relevant Company performance factors.

                    •

                    As noted above, in making the compensation decisions and recommendations described in the Proxy Statement, the committee undertook a qualitative assessment of many factors, including measurements of corporate financial and individual performance.  In addition to the corporate financial performance measures described above, the committee included in the
                    compensation analysis an evaluation of the relevant officer’s individual performance.  This evaluation consisted of a subjective, qualitative assessment of the officer’s overall performance, as well as other less formal indications and evaluations of the officer’s performance.  Because of the many individual performance factors included in the determination of executive compensation and the subjective nature of any one person’s overall
                    assessment of the officer’s performance, we do not believe that any one of the individual performance factors was material to the determination of executive compensation for any named executive officer. Consequently, we do not believe that disclosure of such individual performance factors is material to an investor’s understanding of our compensation programs or decisions.

        In future filings, as applicable, we will clarify or supplement our disclosure consistent with the above.

        December 2, 2008

        Ms. Jennifer Hardy

        Page 4

        Benchmarking Performance and Market Compensation, page 20

                    2.

                    We note your statements that survey data assists the committee in comparing compensation levels for individual executives as well as the aggregate funding of incentive awards and that the data is used as a reference point and pay for the named executive officers may be any place along the continuum of competitive pay for any of the compensation elements.
                    In future filings, please explain how the committee analyzes the data in order to determine compensation for your named executive officers.

        Response to Comment 2

        The survey data functions as reference materials that are used by the committee to gain a general awareness of industry compensation arrangements. The performance and pay practices of the peer group did not directly affect the committee’s compensation award determinations for the named executive officers. Rather they served as background information for the decisions made by the committee. The survey
        data presented to the committee noted the market median and the 75th percentile measures for the following items of executive officer compensation within the peer group: base salary, cash bonus, long term equity and total compensation. However, although we seek to offer a level of total compensation to our executive officers that is competitive with the compensation paid by our peer group, we do not target a particular percentile of the peer group with respect to our
        executives' total pay packages or any individual components thereof. Rather, the committee's consideration of the compensation levels and performance of the peer group constitutes just one of many factors, and such peer group data is considered generally and not as a substitute for the committee's discharge of its fiduciary duties in making executive officer compensation decisions.

        In future filings, as applicable, we will clarify or supplement our disclosure consistent with the above.

        Incentive Compensation, page 21

                    3.

                    In future filings, please address how the compensation committee communicates its performance expectations for your named executive officers to those officers. If these expectations consist of specific performance targets, please address these targets in future filings.

        Response to Comment 3

        In general, performance expectations for the Company as a whole are developed by the Board of Directors, in conjunction with senior management, and communicated by the Board to the Chief Executive Officer (“CEO”) shortly prior to the beginning of each fiscal year. These expectations function essentially as individual performance expectations
        for the CEO. The performance

        December 2, 2008

        Ms. Jennifer Hardy

        Page 5

        expectations for the other named executive officers are derived from those of the CEO after consideration of the area and scope of responsibility of each such named executive officer. Such expectations may include specific performance targets, which may be qualitative or quantitative. These expectations are communicated to each executive officer at the beginning of each fiscal year and are adjusted and
        modified throughout the year in light of developments affecting the Company. As noted above in our response to Comment 1, however, the committee’s compensation decisions are based on its subjective, qualitative assessment of the named executive officer’s overall performance, as well as other less formal indications and evaluations, and the achievement of any particular goal or target does not automatically result in any particular level of compensation. Moreover, in making
        its compensation decisions, the committee evaluates achievements of the named executive officers that were not planned for at the outset of the period and that resulted from successful utilization of opportunities that were not previously foreseen by the committee.

        In future filings, as applicable, we will clarify or supplement our disclosure consistent with the above, and to the extent any individual performance target is material to the committee’s compensation determinations, we will disclose it (unless doing so would cause competitive harm).

        Determination of Company-wide Annual Incentive Pool, page 22

                    4.

                    In future filings, please quantify the range for cash bonuses and for equity awards. In addition, please explain how the compensation committee evaluated the items of corporate performance that it considered. It is not sufficient simply to state that the committee took note of certain items of corporate performance.

        Response to Comment 4

        We note the Staff’s comment and will, to the extent the same is material to an understanding of the compensation of our named executive officers, include in our future filings a quantification of the range of cash bonuses and equity awards and explain how the compensation committee evaluated the items of corporate performance that it considered.

        December 2, 2008

        Ms. Jennifer Hardy

        Page 6

        Role of Individual Objectives, page 23

                    5.

                    In future filings, please identify the individual objectives for your named executive officers and explain how such objectives relate to the committee’s compensation determinations.

        Response to Comment 5

        We respectfully refer the Staff to our response to Comment 1, bullet point 3, above.

        In future filings, as applicable, we will clarify or supplement our disclosure consistent with the above, and to the extent that individual objectives set for our named executive officers are material to an understanding of their compensation, we will disclose them (unless doing so would cause competitive harm).

        Chief Executive Officer’s Compensation, page 23

                    6.

                    We note your statement that Mr. Flanagan has the opportunity to receive cash compensation awards of up to $4,750,000 per year based on the achievement of certain performance criteria to be mutually determined by the committee and Mr. Flanagan. As these performance criteria are material to understanding Mr. Flanagan’s compensation, in future filings
                    please disclose the performance criteria for the most recently completed year. In addition, in future filings, please discuss how the committee and Mr. Flanagan determine the performance criteria.

        Response to Comment 6

        We respectfully refer the Staff to our response to Comment 3, above.

        In future filings, as applicable, we will clarify or supplement our disclosure consistent with the above, and to the extent that the performance criteria are material to an understanding of Mr. Flanagan’s compensation, we will disclose them (unless doing so would cause competitive harm).

        Compensation of Other Named Executive Officers, page 24

                    7.

                    In future filings, please identify and discuss the basis for the goals and objectives used for your named executive officers. In addition, in future filings if you provide a presentation of key accomplishments for your named executive officers, as you have done on page 25, please explain the relationship between these key accomplishments and any goals and
                    objectives that were established by the committee for your named executive officers.

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
August 29, 2008

Invesco, Ltd.
Attention: Martin L. Flanagan, President and Chief Executive Officer 1360 Peachtree Street, NE Atlanta, Georgia 30309

Re: Invesco, Ltd.
Definitive Proxy Statement on Schedule 14A Filed April 1, 2008 File No. 001-13908

Dear Mr. Flanagan:
We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Please feel free to call us at the telephone numbers listed at the end of this letter.
Executive Compensation, page 18

Compensation Discussion and Analysis, page 18
1. We note your statements throughout your Compensation Discussion and Analysis
disclosure that the cash and equity incentive compensation paid to your named executive officers is based upon the achievement of perfor mance-based factors.  In particular, we
note your statement on page 19 that the “most important factor in determining incentive compensation should be the company’s long- and short-term performance” and that “the committee evaluates progress made in achieving the company’s long-term strategic goals described above and performance against annual business objectives.”
You do not, however, describe these factors or  explain how these factors are applied to
the performance of your named executive officers and the compensation decisions that

Martin L. Flanagan
Invesco, Ltd.
August 29, 2008 Page 2
result therefrom.  In future filings, at a minimum please address the following points to the extent that they are material to understanding your compensation policies and decisions regarding the named executive officers:
• The specific items (identification and quantification) of corporate performance that are taken into account in setting compensation policies and making compensation decisions;
• How specific forms of compensation are structured and implemented to reflect these items of corporate performance, including whether discretion can be or has been exercised (either to award compensation absent attainment of the relevant performance goal(s) or to reduce or increase the size of any award or payout), identifying any particular exercise of discretion, and stating whether it applied to one or more specified named executive officers or to all compensation subject to the relevant performance goal(s); and
• How specific forms of compensation are structured and implemented to reflect the named executive officer's individual perf ormance and/or individual contribution
to these items of corporate performance, describing the elements of individual performance and/or contribution that are taken into account.
Please see Item 402(b)(2) of Regulation S-K.
Benchmarking Performance and Market Compensation, page 20

2. We note your statements that survey data assists the committee in comparing compensation levels for individual executives as well as the aggregate funding of incentive awards and that the data is used as a reference point and pay for the named executive officers may be any place along the continuum of competitive pay for any of the compensation elements.  In future filings, please explain how the committee analyzes the data in order to determine compensation for your named executive officers.
Incentive Compensation, page 21

3. In future filings, please address how the compensation committee communicates its performance expectations for your named executive officers to those officers.  If these expectations consist of specific performance targets, please address these targets in future filings.
Determination of Company-wide Annual Incentive Pool, page 22

4. In future filings, please quantify the range for cash bonuses and for equity awards.  In addition, please explain how the compensation committee evaluated the items of corporate performance that it considered.  It is not sufficient simply to state that the committee took note of certain items of corporate performance.

Martin L. Flanagan
Invesco, Ltd.
August 29, 2008 Page 3   Role of Individual Objectives, page 23

5. In future filings, please identify the individual objectives for your named executive officers and explain how such objectives relate to the committee’s compensation determinations.
Chief Executive Officer’s Compensation, page 23

6. We note your statement that Mr. Flanagan has the opportunity to receive cash compensation awards of up to $4,750,000 per year based on the achievement of certain performance criteria to be mutually determined by the committee and Mr. Flanagan.  As these performance criteria are material to understanding Mr. Flanagan’s compensation, in future filings please disclose the performance criteria for the most recently completed year.  In addition, in future filings please discuss how the committee and Mr. Flanagan determine the performance criteria.
Compensation of Other Named Executive Officers, page 24

7. In future filings, please identify and discuss the basis for the goals and objectives used for your named executive officers.  In addition, in future filings if you provide a presentation of key accomplishments for your named executive officers, as you have done on page 25, please explain the relationship between these key accomplishments and any goals and objectives that were established by the committee for your named executive officers.
Summary Compensation Table, page 28

8. We note that you have included in the “Bonus” column cash payments that appear, based on your Compensation Discussion and Analysis disclosure, to be for the achievement of company performance objectives.  As such, these payments appear to be non-equity incentive plan compensation, which should be reported in the “Non-Equity Incentive Plan Compensation” column.  Please see Item 402 of Regulation S-K, particularly the definitions in Item 402(a)(6).  In future filings, please report incentive plan compensation in the “Non-Equity Incentive Plan Compensation” column or otherwise advise.
Please respond to these comments by filing an amendment to your filing and providing
the supplemental information requested, if any.  Please provide us with a supplemental response
that addresses each of our comments and notes the location of any corresponding revisions made in your filing.  Please also note the location of any material changes made for reasons other than responding to our comments.  Please file your supplemental response on EDGAR as a correspondence file.  We may raise additional comments after we review your responses and amendment.
To expedite our review, you may wish to provide complete packages to each of the
persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.

Martin L. Flanagan
Invesco, Ltd. August 29, 2008 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require.  Since the company and its management are in possession of all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging 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.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Dieter King at (202) 551-3338, or Jennifer Hardy at (202) 551-3767
with any questions.
Sincerely,    Jennifer Hardy Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
April 7, 2008
  Mr. Kevin M. Carome General Counsel Invesco Ltd. 1360 Peachtree Street, N.E. Atlanta, GA  30309

RE:   Form 8-K Item 4.01 filed January 18, 2008
 Form 8-K/A Item 4.01 filed April 4, 2008  File #1-13908

Dear Mr. Carome:
We have completed our review of your Fo rm 8-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to the undersigned at (202) 551-3866.          S i n c e r e l y ,           Jeffrey Gordon        S t a f f  A c c o u n t a n t

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 14, 2008
 Mr. Kevin M. Carome General Counsel Invesco Ltd. 1360 Peachtree Street, N.E. Atlanta, GA  30309
RE:   Form 8-K Item 4.01 filed January 18, 2008
 File #1-13908

Dear Mr. Carome:  We have reviewed your response and have the following additional comments.  Where indicated, we think you should revise your documents in res ponse to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in  your explanation.  In some of our comments,
we may ask you to provide us with supplementa l information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.  Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.
1. As previously requested, please amend your Item 4.01 Form 8-K to state whether the former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K.

2. Please also remove the last sentence in the first paragraph of your Item 4.01 Form 8-K which states “the above-described engagement of Ernst & Young LLP (US) thus represents only a technical change of responsibility between members of the global Ernst & Young organization, and not an actual change in the Company’s accounting firm.”

3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

*****

Kevin M. Carome
General Counsel February 14, 2008 Page 2  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that  they have provided all information investors
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 of the disclosures they have made.    Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant

CORRESP
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                                                                                       February
            12, 2008

            VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

            Mr. Jeffrey Gordon

            Staff Accountant

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street N.W.

            Washington, D.C. 20549

            INVESCO LTD.

            FORM 8-K, ITEM 4.01, FILED JANUARY 18, 2008

            FILE NUMBER: 1-13908

            Dear Mr. Gordon:

            This letter sets forth the responses of Invesco Ltd. (the “Company”)
            to your comment letter, dated January 23, 2008, relating to the Current Report on Form
            8-K (the “Form 8-K”) of the Company filed with the Securities
            and Exchange Commission (the “Commission” or the
            “SEC”) on January 18, 2008.

            The Company is filing, via EDGAR, this letter setting forth the Company’s
            responses to the Commission’s comments regarding the Form 8-K. Enclosed as well
            are two hard copies of the Company’s response letter. We have included your
            original questions in italics in addition to providing our responses.

            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.

            Form 8-K

            Item 4.01

            1.     We note your disclosure that the engagement of
            Ernst & Young LLP (US) represents only a technical change and not an actual change
            in your accounting firm. However, this is viewed as two different accounting firms, as
            Ernst & Young LLP (UK) is listed separately from Ernst & Young LLP (US) within

            February 12, 2008

            Mr. Jeffrey Gordon

            Page 2

                     the PCAOB’s
            list of registered accounting firms. As such, please amend your Item 4.01 Form 8-K to
            state whether the former accountant resigned, declined to stand for re-election or was
            dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation
            S-K.

            Response to Comment 1

                    Set forth below are our
            responses to the Staff’s Comment, which the Company respectfully
            acknowledges.

                    We agree that the
            change from Ernst & Young (UK) to Ernst & Young (US) is viewed as a change in
            auditor. For this reason, although none of the events triggering a filing obligation
            described in Item 304(a)(1)(i) of Regulation S-K had occurred (resignation, refusal to
            stand for re-election, dismissal), the Company voluntarily and timely filed the Form
            8-K announcing such change. As further background on the events leading to the change
            in PCAOB-registered auditor, please note that, on September 28, 2007, the Company filed
            with the Commission a preliminary proxy statement describing its proposal to redomicile
            from the U.K. to Bermuda pursuant to a U.K. court-approved Scheme of Arrangement under
            which shareholders would receive Common Shares in Invesco Ltd., the new Bermuda parent
            company, in exchange for their Ordinary Shares in INVESCO PLC (the
            “Redomicile”). In connection with the Redomicile, the Company proposed to
            delist its Ordinary Shares from the London Stock Exchange and list its Common Shares on
            the New York Stock Exchange (the “Relisting”).The Company’s
            definitive proxy statement, filed with the Commission on October 22, 2007 (the
            “Proxy Statement”), described in detail the Redomicile, the Relisting and
            related proposals. The Redomicile and Relisting were subsequently approved by the
            Company’s shareholders and were then effected on December 4, 2007. As a
            consequence of the Relisting, the Audit Committee of the Company appropriately agreed
            to engage the member of the global Ernst & Young organization operating in the
            United States (Ernst & Young LLP (US)) as its independent registered public
            accounting firm.

                    The Form 8-K clearly
            disclosed that no disagreement, adverse opinion, disclaimer of opinion, modification,
            or qualification described in Item 304 of Regulation S-K had occurred. The date of the
            change was set forth in the Form 8-K as January 17, 2008 and was also reiterated in the
            attached letter from Ernst & Young LLP (UK) acknowledging the change.

                    It is clear that Item
            304 of Regulation S-K was not drafted in contemplation of the technicalities of the
            PCAOB’s registration scheme for public company accounting firms, nor was it
            formulated with the purpose of addressing corporate events such as the Redomicile and
            Relisting. Thus, although none of the events triggering a filing obligation described
            in Item 304(a)(1)(i) of Regulation S-K occurred (resignation, refusal to stand for
            re-election, dismissal), the Company voluntarily and timely filed the Form 8-K in order
            to provide the fullest possible disclosure to investors. The phrase in the Form 8-K
            identifying the transition as a "technical change" was added to clarify for investors
            and news organizations that the Company was continuing to be served by Ernst &
            Young, merely by a different Ernst & Young registered entity.

            February 12, 2008

            Mr. Jeffrey Gordon

            Page 3

                    In light of the above,
            the Company believes that it would be misleading to state that the Company’s
            independent registered public accounting firm either:

                        •  resigned,

•  declined to stand for re-election, or

 •  was dismissed,

            since none of the above phrases
            accurately describes the actual events. The Company believes that the change in
            PCAOB-registered entity from one member of the global Ernst & Young organization to
            another cannot be accurately disclosed by forcing it to fit one of the verbs set forth
            in Item 304, which was drafted with very different purposes in mind.

            2.     To the extent that you make changes to the Form
            8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter
            from the former accountants stating whether the accountant agrees with the statements
            made in your revised Form 8-K.

            Response to Comment 2

                    For the reasons set forth above, the
            Company believes that the Form 8-K, as filed, is factually correct, and would
            respectfully assert that no amendment should be required.

            *     *     *

                    If you
            have any questions regarding this letter, please do not hesitate to call me,
            Kevin M. Carome, at (404) 479-2945
            or Robert H.
            Rigsby at
            (404)
            479-2845.

            Very truly yours,

                           /s/ Kevin M. Carome

                        Kevin M. Carome

            cc:     Ernst & Young
            LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 23, 2008
 Mr. Kevin M. Carome General Counsel Invesco Ltd. 1360 Peachtree Street, N.E. Atlanta, GA  30309
RE:   Form 8-K Item 4.01 filed January 18, 2008
 File #1-13908

Dear Mr. Carome:  We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.  Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.
1. We note your disclosure that the engagement of Ernst & Young LLP (US) represents only a technical change and not an actual change in your accounting firm.  However, this is viewed as two different accounting firms, as Ernst & Young LLP (UK) is listed separately from Ernst & Young LLP (US) within the PCAOB’s list of registered
accounting firms.  As such, please amend your Item 4.01 Form 8-K to state whether the former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K.

2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

*****
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that  they have provided all information investors

Kevin M. Carome
General Counsel January 23, 2008 Page 2  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 of the disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.    Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      November 9, 2007
Loren M. Starr
Chief Financial Officer Invesco PLC 1360 Peach Tree Street N.E. Atlanta, Georgia 30309
 RE: Invesco PLC
Form 20-F for Fiscal Year  Ended December 31, 2006
File No. 1-13908

Dear Mr. Starr:

We have completed our review of your Fo rm 20-F and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Accountan t, at (202) 551-3733 or in his absence, to
the undersigned at (202) 551-3689.

       S i n c e r e l y ,           John Hartz
      Senior Assistant Chief Accountant

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INVESCO PLC

October 24, 2007

VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

Mr. John Hartz

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.W.

Washington, D.C. 20549

INVESCO PLC

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2006

FILE NUMBER: 1-13908

Dear Mr. Hartz:

     This letter sets forth the responses of INVESCO PLC (the “Company”) to your comment
letter, dated September 25, 2007, relating to the Annual Report on Form 20-F for the fiscal year
ended December 31, 2006 (the “Form 20-F”) of the Company filed with the Securities and
Exchange Commission (the “Commission” or the “SEC”) on April 10, 2007.

     The Company is filing, via EDGAR, this letter setting forth the Company’s responses to the
Commission’s comments regarding its Form 20-F. Enclosed as well are two hard copies of the
Company’s response letter. We have included your original questions in italics in addition to
providing our responses.

     The Company acknowledges that:

    n

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

    n

    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

    n

    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 24, 2007

Mr. John Hartz

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2006

General

    1.

    On July 18, 2007, you filed a Form 8-K indicating that you no longer satisfied the definition
of “foreign private issuer” and that you will commence filing Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K as if you were a fully domestic U.S. Company. Since you will
begin filing Quarterly Reports on Form 10-Q beginning with the period ending September 30,
2007, please confirm that the financial statements included in your Form 10-Q will be prepared
in accordance with U.S. GAAP. Otherwise, please tell us how you determined that you will not
be required to file financial statements in accordance with U.S. GAAP with your Form 10-Q for
the quarter ended September 30, 2007.

Response to Comment 1

We respectfully refer the Staff to our correspondence with the Office of Chief Accountant of the
Division of Corporation Finance regarding this matter. Consistent with such correspondence, the
Company plans to present its financial statements in the Form 10-Q in accordance with IFRS as
described in that correspondence.

    2.

    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. All revisions should
be included in your future filings, including your interim filings where appropriate. If your
accounting under International Financial Reporting Standards as adopted by the European Union
differs from your accounting under U.S. GAAP, please also show us the additional disclosures
that will be included in your U.S. GAAP reconciliation footnote or future U.S. GAAP financial
statements.

Response to Comment 2

The Company respectfully acknowledges the Staff’s comment and will include in the responses below
details showing what the proposed revisions or additional disclosures under International Financial
Reporting Standards as adopted by the European Union (“IFRS”) and what our current expectation of
these disclosures under U.S. GAAP (if different) will look like. Such disclosures will be noted in
italics. The Company will include all revisions in future filings, including interim filings,
where appropriate.

Financial Overview, page 16

Financial Commitments, page 28

October 24, 2007

Mr. John Hartz

Page 3

    3.

    Please revise your table of financial commitments to include estimated interest payments on
your debt and estimated payments under your foreign currency contracts. Because the table is
aimed at increasing transparency of cash flow, we believe these payments should be included in
the table. Please also disclose any assumptions you made to derive these amounts.

Response to Comment 3

Set forth below are our responses to the Staff’s Comment 3, including the presentation of a revised
IFRS table of financial commitments which includes estimated interest payments on our debt.
Following the IFRS table of financial commitments, the Company presents a U.S. GAAP table of
financial commitments to reflect future anticipated U.S. GAAP disclosures.

The Company has not included estimated payments under foreign currency contracts in the financial
commitments table as the Company has assessed that these payments are not significant or meaningful
based on the nature of the underlying activity. The Company does not use foreign currency
contracts to provide a hedge against foreign exchange exposures as a matter of corporate policy
except in the Company’s offshore business, which represents a very small portion of our activities.
The Company’s offshore business functions as a distributor of offshore investment products
globally and initiates fund purchases from investors who regularly submit their investment in
currencies other than the currency of the underlying funds. The Company’s offshore business
settles with the fund in the currency of the fund and then purchases forward foreign exchange
contracts to hedge against foreign exchange rate movements only during the four-day client money
settlement period until cash is received from the investor. Swap foreign exchange contracts are
also periodically entered into for client money settlement purposes. The estimated payments
associated with these contracts at December 31, 2006, were $9.3 million. Such activity is not
significant or material, and estimates of cash flows beyond the four-day client settlement period
would not be meaningful, as they would be based upon an assumed client investment rate and currency
mix.

(IFRS) Financial commitments are as follows (payments due by period):

    Within

    1-3

    3-5

    More Than

    $ millions

    Total

    1 Year

    Years

    Years

    5 Years

    Total debt

    1,272.7

    300.0

    298.1

    129.0

    545.6

    Estimated
interest payments on total debt (1)

    257.6

    52.0

    115.6

    79.2

    10.8

    Finance leases

    0.5

    0.5

    —

    —

    —

    Operating leases (2)

    495.4

    57.0

    105.1

    84.7

    248.6

    Defined benefit pension and
post retirement medical
obligations

    110.9

    2.1

    3.2

    3.2

    102.4

    Acquisition provisions (3)

    596.6

    215.0

    80.1

    298.5

    3.0

    Total Undiscounted obligations

    2,733.7

    626.6

    602.1

    594.6

    910.4

    Less: Discounts applied

    (72.8
    )

    —

    (9.0
    )

    (63.8
    )

    —

    Total Discounted Obligations

    2,660.9

    626.6

    593.1

    530.8

    910.4

October 24, 2007

Mr. John Hartz

Page 4

    (1)

    Total debt includes $1,143.7 million of fixed rate debt. Fixed interest payments are
therefore reflected in the table above in the periods they are due. The credit facility,
$129.0 million at December 31, 2006, provides for borrowings of various maturities. Interest
is payable based upon LIBOR, Prime, Federal Funds or other bank-provided rates in existence at
the time of each borrowing. Estimated credit facility interest payments in the table above
are based upon an assumption that the credit facility balance of $129.0 million and the
interest rate that existed at December 31, 2006 will remain until credit facility maturity on
March 31, 2010.

    (2)

    Operating leases reflect obligations for leased building space and sponsorship and naming
rights agreements.

    (3)

    Acquisition provisions primarily reflect earn-out arrangements associated with business
acquisitions. Any payments not made are deducted from the related goodwill balances.

Under U.S. GAAP, the table of financial commitments will include U.S. GAAP obligations. Debt
obligations are stated at their face amounts, as deferred debt costs are presented as assets.
Contingent consideration payable in respect of business combinations is not recorded under U.S.
GAAP until the applicable conditions have been satisfied. Accordingly, the acquisition provisions
data (and related effect of discounting) will not be reflected in the U.S. GAAP table of financial
commitments.

(U.S. GAAP) Financial commitments are as follows (payments due by period):

    Within

    1-3

    3-5

    More Than

    $ millions

    Total

    1 Year

    Years

    Years

    5 Years

    Total debt

    1,279.0

    300.0

    300.0

    129.0

    550.0

    Estimated
interest payments on total debt (1)

    257.6

    52.0

    115.6

    79.2

    10.8

    Finance leases

    0.5

    0.5

    —

    —

    —

    Operating leases (2)

    495.4

    57.0

    105.1

    84.7

    248.6

    Defined benefit pension
and post retirement
medical obligations

    82.2

    2.1

    3.2

    3.2

    73.7

    Acquisition liabilities (3)

    35.0

    35.0

    —

    —

    —

    Total Obligations

    2,149.7

    446.6

    523.9

    296.1

    883.1

    (1)

    Total debt includes $1,150.0 million of fixed rate debt. Fixed interest payments are
therefore reflected in the table above in the periods they are due. The credit facility,
$129.0 million at December 31, 2006, provides for borrowings of various maturities. Interest
is payable based upon LIBOR, Prime, Federal Funds or other bank-provided rates in existence at
the time of each borrowing. Estimated credit facility interest payments in the table above
are based upon an assumption that the credit facility balance of $129.0 million and the
interest rate that existed at December 31, 2006 will remain until credit facility maturity on
March 31, 2010.

    (2)

    Operating leases reflect obligations for leased building space and sponsorship and naming
rights agreements.

October 24, 2007

Mr. John Hartz

Page 5

    (3)

    Acquisition liabilities include deferred consideration payable in respect of the PowerShares
and HVB acquisitions. Other contingent payments related to acquisitions are excluded until
such time as they are probable and reasonably estimable.

Financial Statements

Note 2 — Acquisitions and Dispositions, page 83

    4.

    We note that you have currently allocated $299.0 million and $277.1 million of your total
estimated purchase prices for 2006 acquisitions to goodwill. Please expand your disclosures
to provide a description of the factors that cause you to record such a significant portion of
the purchase price being allocated to goodwill. Similarly explain the absence of other
intangible assets such as customer lists/relationships brands and trademarks.

Response to Comment 4

Set forth below are our responses to the Staff’s Comment 4, separately addressed for the
PowerShares and WL Ross acquisitions. Typically, the balance sheets of asset management entities
consist of relatively small tangible asset balances. Acquisitions resulting in significant
goodwill or intangible assets generally occur, as future revenue and cash flow streams are being
acquired. As of December 31, 2006, the accounting for these business combinations was based upon
preliminary estimates, as the acquisitions occurred close to the end of the year. The PowerShares
acquisition closed on September 18, 2006, and the WL Ross acquisition closed on October 3, 2006.

As a result of the PowerShares acquisition, the Company recognized $299.0 million of goodwill and
$99.7 million of management contract intangibles. In evaluating the excess purchase price over the
assets and liabilities acquired as part of the PowerShares acquisition, the Company followed
prevailing industry practice and estimated a value to assign to retail mutual fund-type management
contract intangibles equivalent to ten times earnings before interest, taxes, depreciation and
amortization of the acquired business. This valuation resulted in the $99.7 million management
contract intangible asset. The Company did not record a brand or trademark intangible asset, as
the PowerShares brand and underlying trade name were viewed to be inseparable from the underlying
exchange-traded fund products and associated management contracts. The IFRS goodwill balance
includes $291.6 million in estimated earn-out provisions, which are considered contingent
consideration under U.S. GAAP and would not be recorded until the contingency has been satisfied.

Future IFRS disclosures of the PowerShares acquisition will be revised to include the following:

Goodwill and management contract intangibles of $398.7 million have been recorded on this
acquisition. The company evaluated current industry practice and estimated a value of ten times
earnings before interest, taxes, depreciation and amortization of the acquired entity to arrive at
the $99.7 million management contract intangible asset. The excess additional purchase price of
$299.0 million was allocated to goodwill.

October 24, 2007

Mr. John Hartz

Page 6

Future U.S. GAAP disclosures of the PowerShares acquisition are expected to include the following:

Goodwill and management contract intangibles of $107.1 million have been recorded on this
acquisition. The company evaluated current industry practice and estimated a value of ten times
earnings before interest, taxes, depreciation and amortization of the acquired entity to arrive at
the $99.7 million management contract intangible asset. The excess additional purchase price of
$7.4 million was allocated to goodwill. The book and fair value of net assets acquired was
determined as follows:

    $ millions

    Property and equipment

    2.6

    Receivables

    3.4

    Cash and cash equivalents

    2.1

    Payables

    (7.7
    )

    Net assets

    0.4

    Goodwill

    7.4

    Management contract intangibles

    99.7

    Fair value of net assets acquired

    107.5

    Satisfied by:

    Cash paid to seller at closing

    101.2

    Transaction costs

    6.3

    Total purchase price

    107.5

As a result of the WL Ross acquisition, the Company initially recognized $277.1 million of goodwill
and $10.9 million of intangible assets. The Company evaluated the analysis of an external
valuations advisor and reached the conclusion that the following types of intangible assets arose
from the transaction:

    n

    $10.1 million management contracts

    n

    $2.8 million employment contract

    n

    $0.8 million covenant not to compete

The Company did not recognize the $2.8 million employment contract intangible asset in accordance
with IAS 38, “Intangible Assets,” paragraph 15, which states that “specific management or technical
talent is unlikely to meet the definition of an intangible asset” because “an entity usually has
insufficient control over the expected future economic benefits arising from a team of skilled
staff.....to meet the definition of an intangible asset.” Accordingly, the $10.9 million recognized
intangible asset includes the management contracts and the covenant not to compete. The acquired
entity did not have a registered trade name, trademarks or other marketing-related intangible
assets for which fair value could be estimated.

October 24, 2007

Mr. John Hartz

Page 7

The remaining excess WL Ross purchase price ($277.1 million) over the fair value of assets and
liabilities acquired and identifiable intangible assets arising from the acquisition was recorded
to goodwill. The IFRS goodwill balance includes a $30.0 million accrual for deferred consideration
expected to be paid within one year of the acquisition and $160.6 million in estimated earn-out
provisions, which are considered contingent consideration under U.S. GAAP and would not be recorded
until the contingency has b

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             September 25, 2007
 Loren M. Starr Chief Financial Officer Invesco PLC 1360 Peach Tree Street N.E. Atlanta, Georgia 30309
 RE: Invesco PLC
Form 20-F for Fiscal Year  Ended December 31, 2006
File No. 1-13908

Dear Mr. Starr:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2006

 General

1. On July 18, 2007, you filed a Form 8-K indi cating that you no longer satisfied the
definition of “foreign private issuer” and that you will commence filing Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K as if you were a fully
domestic U.S. Company.  Since you will begin filing Quarterly Reports on Form
10-Q beginning with the period ending  September 30, 2007, please confirm that
the financial statements included in your Form 10-Q will be prepared in accordance with U.S. GAAP.  Otherwise, please tell us how you determined that
you will not be required to file financia l statements in accordance with U.S.
GAAP with your Form 10-Q for the quarter ended September 30, 2007.

Mr. Loren M. Starr
September 25, 2007 Page 2
2. 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.  All revisions should be included in your future filings, including your interim filings where appropriate.  If your accounting under International
Financial Reporting Standards as adopte d by the European Union differs from
your accounting under US GAAP, please also show us the additional disclosures that will be included in your U.S. GAAP reconciliation footnote  or future U.S.
GAAP financial statements.

Financial Overview, page 16

 Financial Commitments, page 28

 3. Please revise your table of financial commitments to include estimated interest
payments on your debt and estimated payments under your foreign currency contracts.  Because the table is aimed at  increasing transparency of cash flow, we
believe these payments should be included in  the table.  Please also disclose any
assumptions you made to derive these amounts.

Financial Statements

 Note 2 – Acquisitions and Dispositions, page 83

4. We note that you have currently a llocated $299.0 million and $277.1 million of
your total estimated purchase prices for 2006 acquisitions to goodwill.  Please expand your disclosures to provide a descri ption of the factor s that cause you to
record such a significant portion of the purchase price being allocated to goodwill.
Similarly explain the absence of other intangible assets such as customer
lists/relationships, brands and trademarks.
 5. You indicate that you have included earn-out provisions of $291.6 million and
$190.6 million in your purchase price for 2006 acquisitions, that are payable in
the future depending on the achievement of  various targets.  Please tell us how
you determined that these earn-out pr ovisions were probable and reliably
measurable in accordance with paragraph 32 of IFRS 3.  Your analysis should provide us with sufficiently detailed in formation to allow us to understand the
material assumptions you have made and why you believe those assumptions are reasonable.
 Note 11 – Intangible Assets, page 93

6. You indicate that management cont racts include $99.7 million of amounts
acquired in 2006 related to the PowerShares acquisition that have  indefinite lives
and therefore are not subject to amorti zation.  Please disclose the reasons
supporting your assessment of an indefi nite useful life for these management

Mr. Loren M. Starr
September 25, 2007 Page 3
contracts in accordance with paragraph 122( a) of IAS 38.  Please also describe
and disclose the factors that  play a significant role in determining that the useful
life of your management contracts are i ndefinite.  See paragraph 90 of IAS 38.

Note 15 – Property and Equipment, page 97

 7. Given that a significant am ount of your cost of pr operty, plant and equipment
appears to be fully depreciated, if material, please provi de the additional
disclosures recommended in paragr aph 79 of IAS 16, where applicable.
 Note 32 Reconciliation to U.S. Accounting Principles, page 117

8. On page 91, you indicate that basic earni ngs per share is based on the weighted
average number of ordinary and exch angeable shares outstanding during the
respective periods, excluding shares purchased by employee share ownership trust.  Please tell us what considerat ion you gave to SOP 93-6 regarding whether
any of these shares should be included  in your earnings per share calculation
under US GAAP. Please note that there are specific guidelines that apply to
employee stock ownership plans (ESOP) in SOP 93-6.  Please disclose and tell us
whether this creates a difference between IFRS as adopted by the European Union
and U.S. GAAP.

PARENT FINANCIAL STATEMENTS FO R THE YEAR ENDED DECEMBER 31,
2006

General
 9. Please address the comments above in your Parent financial statements as well.
 Exhibit 12.1 & 12.2

 10. We note that you have replaced the word  “report” with “annual report” in
paragraphs 2, 3 and 4 of your certifications.  In future filings, please revise your
certifications to include the word “re port” instead of “annual report.”  Your
certifications should be in the exact form as required in Item 601(b)(31) of Regulation S-K.
11. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  In future fi lings, the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the indivi dual’s title.

Mr. Loren M. Starr
September 25, 2007 Page 4
*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3689, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t          Chief Accountant

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561

February 16, 2007

Loren M. Starr
Chief Financial Officer
Amvescap PLC
1360 Peachtree Street N.E.
Atlanta, Georgia  30309

 Re:  Amvescap PLC
Form 20-F for the Fiscal Year Ended December 31, 2005
  File No.  1-13908

Dear Mr. Starr:

We have completed our review of your Form 20-F and related filings and have no
further comments at this time.

Sincerely,

Sharon Blume
Reviewing Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 January 24, 2007

 VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

 Mr. Dave Irving

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street N.W.

 Washington, D.C. 20549

 AMVESCAP PLC

 FORM 20-F FOR THE YEAR
ENDED DECEMBER 31, 2005

 FILE NUMBER: 1-13908

 Dear Mr. Irving:

 This letter sets forth the responses of AMVESCAP PLC (the “Company”)
to your comment letter, dated January 9, 2007, relating to the Annual Report on Form 20-F for the fiscal year ended December 31, 2005 (the “Form 20-F”) of the Company filed with the Securities and Exchange Commission (the
“Commission” or the “SEC”) on June 23, 2006.

 The Company is filing, via EDGAR, this letter setting
forth the Company’s responses to the Commission’s comments regarding its Form 20-F. Enclosed as well are two hard copies of the Company’s response letter.

 We have included your original questions in italics in addition to providing our responses.

 January 24, 2007

 Mr. Dave Irving

 Page 2

 Form 20-F for the
Fiscal Year Ended December 31, 2005

 Item 3 – Key Information

 Selected Financial Data, page 2

1.
We have reviewed your response to prior comment 1 from our letter dated September 26, 2006 and have the following additional comment regarding your presentations of
operating profit before restructuring charge and regulatory settlement.

 Paragraph BC13 of IAS 1 states that
“The Board recognizes that an entity may elect to disclose the results of operating activities, or a similar line item, even though this term is not defined. In such cases, the Board notes that the entity should ensure the amount disclosed is
representative of activities that would normally be considered to be ‘operating’. In the Board’s view, it would be misleading and would impair the comparability of financial statements if items of an operating nature were excluded
from the results of operating activities, even if that had been industry practice.”

 By reporting the restructuring
charge and U.S. regulatory settlement in operating expenses and thereby a component of operating profit on the face of the income statement, you have represented that you consider those items to be operating in nature. As a result, based on the
information in paragraph BC13 of IAS 1, these measures would not appear to be expressly permitted under IFRS. Accordingly, these measures would appear to be non-GAAP measures under Item 10(e) of Regulation S-K.

 Therefore, please provide us with the following information as it relates to each measure. Refer to Question #8 from the SEC Staff Views on
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003 available on our website at www.sec.gov:

•

The manner in which management uses the non-GAAP measure to conduct or evaluate its business;

•

The economic substance behind management’s decision to use such a measure;

•

The material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

•

The manner in which management compensates for these limitations when using the non-GAAP financial measure; and

•

The substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 January 24, 2007

 Mr. Dave Irving

 Page 3

 Response to
Comment 1

 Set forth below are our responses to the Staff’s Comment 1. In light of the continued uncertainty in the marketplace regarding
various measures presented in annual reports of foreign private issuers and whether such measures constitute non-GAAP financial measures, we will include similar disclosure in future filings with the Commission.

•

The manner in which management uses the non-GAAP measure to conduct or evaluate its business.

 In evaluating the performance of the business for internal reporting and analysis, management excludes the effect of any one-time, non-recurring items which are unusual
due to their size or incidence so that the underlying results and performance of the Company can be compared against both budgeted/forecasted results and historical results. The Company had no such unusual, non-recurring items in the year ended
December 31, 2006; however, the 2005 restructuring charge and the 2004 U.S. regulatory settlement charge are examples of items that are unusual due both to their size and incidence and which are accordingly excluded from the calculation of
operating profit for internal presentation and analysis. These were significant items, the impact of which was quantifiable and distinct from the regular business operations of the Company, and they were therefore disclosed separately. Excluding
these items from operating profit allows management to analyze operating profit including all relevant recurring items, using equivalent operating metrics from year-to-year. Management believes that the inclusion of these items in operating profit
would potentially mask underlying trends, thereby materially adversely affecting management’s ability to conduct or accurately evaluate its business.

•

The economic substance behind management’s decision to use such a measure.

 Excluding these two discrete one-time, non-recurring items from operating metrics for 2005 and 2004 used in management’s regular evaluation of the business is fundamental to understanding the regular business
cost streams for long-term planning — future forecasting and budgeting. This is the economic substance behind management’s decision to exclude these one-time, non-recurring measures from its operating profit discussion and analysis.
Including these costs within our analysis of operating profit would inflate our expense bases, which would impair our ability to forecast future cost levels. Management uses operating profit exclusive of one-time, non-recurring items for performance
and cash flow monitoring and planning purposes. It is an important tool in assigning management accountability for various financial targets.

•

The material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure.

 The significant limitation associated with excluding the 2005 restructuring charge and the 2004 U.S. regulatory settlement charge
from operating profit is that it results in measures that differ from operating profit as presented in the financial statements for those years, creating a need to reconcile to those established measures and further to the linkage of the cash flow
statements to

 January 24, 2007

 Mr. Dave Irving

 Page 4

 the income statements.
The analysis of profitability before these one-time, non-recurring items must be followed with an analysis of the cash flow statements, which indicate that cash payments have been/are being made related to the one-time, non-recurring items.

•

The manner in which management compensates for these limitations when using the non-GAAP financial measure.

 The Company compensates for this limitation by preparing reconciliations to the more established measures and also detailed cash flow statements inclusive of items
related to the restructuring and to the U.S. regulatory settlement.

•

The substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 Management uses operating profit exclusive of one-time, non-recurring items as a performance and cash flow metric for internal monitoring and planning purposes, including
the preparation of our annual operating budget and monthly operating reviews, as well as to facilitate analysis of future investment and business decisions. Thus, the presentation of this metric is critical to investors’ understanding of
management’s operating and investment decisions. In addition, the metric is important to allow management, investors and securities analysts to evaluate our profitability on a year-by-year basis and to make performance trend comparisons between
us and our competitors. If significant one-time, non-recurring items were not properly excluded from our analysis of operating profit and separately discussed, investors would not be able to evaluate our business on a comparative basis year over
year using comparable operating measures. Securities analysts who follow the Company regularly inquire about the existence of such metrics during our investor calls in order to allow for the impact of such items in assessing the future prospects of
the Company. Peer companies in the United Kingdom, who also report their financial statements using IFRS, present information in a similar fashion when such items arise.

 Consolidated Financial Statements

 Consolidated Cash Flow Statement, page F-6

2.
We are still considering your response to our prior comment 6. We may have further comments.

 Response to Comment 2

 The Company respectfully acknowledges
the Staff’s comment.

 January 24, 2007

 Mr. Dave Irving

 Page 5

 Note 30.
Reconciliation to U.S. Accounting Principles, F-41

3.
Please revise your future filings to disclose that ‘Earnings per share before restructuring charge and U.S. regulatory settlement’ are non-GAAP measures that are not
permissible under US GAAP.

 Response to Comment 3

 The Company will add the requested disclosures to its future filings with the SEC.

 *        *        *

 If you have any questions
regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970, or Matthew E. Kaplan of Debevoise & Plimpton LLP, at (212) 909-7334.

Very truly yours,

 /s/ Loren M. Starr

Loren M. Starr

cc:
Ernst & Young LLP

 Debevoise & Plimpton
LLP

 Matthew E. Kaplan

CORRESP
1
filename1.htm

Securities and Exchange Commission Letter

 [AMVESCAP LETTERHEAD]

 October 20, 2006

 VIA FEDERAL
EXPRESS, EDGAR AND FACSIMILE

 Mr. Dave Irving

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street N.W.

 Washington, D.C. 20549

 AMVESCAP PLC

 FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2005

 FILE NUMBER: 1-13908

 Dear Mr. Irving:

 This letter sets forth the responses of AMVESCAP PLC (the “Company”) to your comment letter, dated September 26, 2006, relating to the
Annual Report on Form 20-F for the fiscal year ended December 31, 2005 (the “2005 Form 20-F”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on June 23, 2006.
Unless noted otherwise, all page references are to the 2005 Form 20-F.

 The Company is filing, via EDGAR, this letter setting forth the
Company’s responses to the Commission’s comments regarding the 2005 Form 20-F. Enclosed as well are two hard copies of the Company’s response letter.

 Form 20-F for the Fiscal Year Ended December 31, 2005

 Item 3 – Key Information

 Selected Financial Data, page 2

 Comment 1

1.
Please tell us how you considered the guidance of Release 33-8176 – Conditions for Use of Non-GAAP Financial Measures – as it relates to your presentations of
operating profit and earnings per share before restructuring charge and U.S. regulatory settlement and operating profit and earnings per share before goodwill and exceptional items. Explain to us why you believe such measures are allowed under the
guidance or confirm to us that you will omit these measures from your future filings. Also, refer to Question 28 of the Staff’s Frequently Asked Questions (FAQ) regarding the Use of Non-GAAP Financial Measures available at www.sec.gov.

 October 20, 2006

 Mr. Dave Irving

 Page 2

 Response to Comment 1

 The Company’s financial statements and related disclosures for the years ended December 31, 2005 and 2004 were prepared in accordance with International Financial Reporting Standards (“IFRS”), as
adopted by the European Union, and the Companies Act 1985, as amended (the “Companies Act”), the governing law in the United Kingdom (“U.K.”), the Company’s place of incorporation. The Company’s financial statements and
related disclosures for the years ended December 31, 2003, 2002 and 2001 were prepared in accordance with U.K. Generally Accepted Accounting Practice (“U.K. GAAP”). The Company transitioned from U.K. GAAP to IFRS effective
January 1, 2004.

 The Company believes that its presentation of operating profit and earnings per share before the restructuring charge
(2005) and the U.S. regulatory settlement (2004) and operating profit and earnings per share before goodwill amortization and exceptional items (2003, 2002, and 2001) are allowed under the guidance provided by Release 33-8176 because these
measures are “expressly permitted” (as such term is defined by Question 28 of the Staff’s Frequently Asked Questions regarding the Use of Non-GAAP Financial Measures (the “FAQ”)) under both IFRS (2005 and 2004) and U.K. GAAP
(2003, 2002, and 2001). The Company also included these measures in its 2005 Annual Report that it filed with the Registrar of Companies in the U.K.

 Adjustments to Operating Profit

 International Accounting Standard (“IAS”) 1, “Presentation of
Financial Statements,” specifies minimum requirements for line items on the financial statements. Paragraph 83 of IAS 1 states that “additional line items, headings and subtotals shall be presented on the face of the income
statement when such presentation is relevant to an understanding of the entity’s financial performance.” Operating profit before the restructuring charge (2005) and the U.S. regulatory settlement (2004) and operating profit
before goodwill amortization and exceptional items (2003, 2002 and 2001) are measures that are included in the Selected Financial Data tables in the 2005 Form 20-F. We believe that these measures are more relevant income amounts for summary
presentation, because they more appropriately measure the year-by-year performance of the Company’s regular business operations. As such, these measures are relevant to an understanding of the Company’s financial performance as
contemplated by IAS 1, and are thus “expressly permitted” thereby. Further, Question 28 of the FAQ acknowledges that “some non-US GAAP standard setters specify a minimum level of caption detail for financial statement
presentation, but require or permit additional caption detail.” FAQ Question 28 indicates that the “expressly permitted” requirement “is not intended to prohibit the inclusion of those captions.”

 The adjusted operating profit figures were presented with equal prominence to the operating profit figures for all periods presented, and on page 8, the Company
presented reconciliations of the adjusted operating profit amounts to operating profit.

 October 20, 2006

 Mr. Dave Irving

 Page 3

 Adjustments to Earnings Per Share

 IAS 33, “Earnings Per Share”, paragraph 73, allows for the presentation of earnings per share “using a reported component of the income statement other
than the one required by the Standard.” According to IAS 33, paragraph 73, other earnings per share presentations may be presented if they are presented with equal prominence to the GAAP measure, and if they are disclosed in the notes to the
financial statements. It also states that reconciliations should be provided between the component used and a line item that is reported in the income statement.

 The Company has disclosed earnings per share before the restructuring charge (2005) and the U.S. regulatory settlement (2004) and earnings per share before goodwill amortization and exceptional items (2003, 2002 and 2001) with
equal prominence to earnings per share in the Selected Financial Data section of the 2005 Form 20-F (pages 3 and 4), on the face of the income statement (page F-3) as allowed by IAS 1, paragraph 83 (discussed above), and in the earnings per share
footnote (pages F-23 and F-24). In all cases, the adjusted earnings per share figures are presented after the IAS 33-required earnings per share calculations. The earnings per share footnote provides a reconciliation between profit attributable to
the equity holders of the parent and profit before the restructuring charge (2005) and the U.S. regulatory settlement charge (2004). In light of the above, the Company believes that its presentation of earnings per share is “expressly
permitted” under IAS 33. Additionally, Question 28 of the FAQ indicates that “the expressly permitted condition is not intended to prohibit inclusion of earnings per share measures where the numerator of the per share measure is directly
derived from an appropriately presented measure in the home country GAAP income statement.”

 Additional Guidance
on Presenting Alternative Performance Measures

 As discussed above, the Company presented its 2005 and 2004 financial statements in accordance with IFRS
as adopted by the European Union. In addition to the IFRS references cited above, the Committee of European Securities Regulators has issued recommendations on the disclosure of alternative performance measures. These recommendations represent
“best practice” for European companies. The Company has followed these best practice recommendations by presenting detailed reconciliations on pages 6 though 8 of the non-GAAP measures to the GAAP measures, by presenting comparative data
consistently, and by not presenting the non-GAAP measures with greater prominence than the GAAP measures.

 The Company’s 2003, 2002 and 2001 financial
statements were presented in accordance with U.K. GAAP. The International Practices Task Force of the American Institute of Certified Public Accountants (the “Task Force”) issued a paper on the presentation of non-GAAP financial measures
under U.K. GAAP (November 25, 2003). In the paper, the Task Force noted that U.K. GAAP Financial Reporting Standard 3, “Reporting Financial Performance,” “permits exceptional items to be shown on the face of the income
statement,” and that “historically, a large number of companies from the U.K. have presented subtotals or amounts in the income statement that exclude amortization expense.” The Task Force paper requires that companies

 October 20, 2006

 Mr. Dave Irving

 Page 4

 who use this presentation provide details of the exceptional item. According to this guidance, if goodwill
amortization is excluded from presented subtotals, then the reason for this exclusion and its use to investors should be discussed. The Company believes that it has followed the Task Force’s guidance in footnote 3 to the Selected Financial Data
tables (page 5), where the Company indicated that the adjustments made to operating profit and earnings per share result in disclosure of more appropriate measures of the Company’s year-by-year operating performance. While details of the
exceptional items were provided in prior period Form 20-F filings, the Company acknowledges the Staff’s comment that details of the exceptional items for 2003, 2002 and 2001 were not provided in the 2005 Form 20-F. Accordingly the Company will
revise future filings to describe the nature of the exceptional items.

 Comment 2

2.
Please tell us and revise future filings to describe the nature of the “exceptional items” excluded from operating profit and earnings per share as determined in
accordance with UK GAAP for each period presented.

 Response to Comment 2

 The U.K. GAAP income statements for the years ended December 31, 2003, 2002 and 2001 included the following exceptional items:

Year Ended December 31,

 $’000

2003

2002

2001

 Redundancy and reorganization

81,342

69,813

14,320

 U.S. regulatory investigation

30,704

—

—

 Acquisition retention costs

3,878

—

61,805

 Onerous lease costs

16,041

8,052

9,812

 Other*

11,964

30,859

—

143,929

108,724

85,937

*
Includes information technology-related costs and costs related to certain terminated initiatives.

 In response to the Staff’s comment, the Company will revise future filings to include this description of the nature of the exceptional items recognized in prior periods.

 October 20, 2006

 Mr. Dave Irving

 Page 5

 Comment 3

3.
We note your disclosure on page 5 that you use EBITDA as a measure of liquidity. We also note your reconciliations of EBITDA to profit before taxation on page 7. Please tell
us why you believe profit before taxation is the most directly comparable financial measure calculated and presented in accordance with IFRS and US GAAP. Since you use EBITDA as a measure of liquidity, we would expect this measure to be reconciled
to a cash flow measure (for example, operating cash flows). Refer to Item 10(e)(1)(i) of Regulation S-K.

 Response to
Comment 3

 The Company notes that Item 10(e)(1)(i)(B) of Regulation S-K requires that a non-GAAP measure be reconciled with the most directly
comparable GAAP measure. On page 7 the Company provided a reconciliation of EBITDA to profit before taxation. Profit before taxation is the most directly comparable GAAP measure because the Company views EBITDA as a proxy for cash profit (operating
liquidity). Cash profit is a measure of the liquidity generated by the Company’s operations in each year. The EBITDA disclosure was provided because many of the Company’s analysts and investors also use the EBITDA measure to evaluate the
Company’s cash profits and operating performance.

 The Company believed that EBITDA was a useful adjunct to other GAAP measurements because it was a
meaningful measure for evaluating our performance in a given period compared to other companies in our industry, as interest expense, taxes, depreciation and amortization can vary significantly between companies due in part to differences in
accounting policies, tax strategies, levels of indebtedness, capital purchasing practices and interest rates. However, due to the lack of both a consistent approach to, and authoritative guidance on, the method of its calculation among various
issuers, the Company has decided to eliminate the disclosure of an EBITDA measure in future filings with the Commission.

 Consolidated Financial Statements

 Consolidated Income Statement, page F-3

 Comment 4

4.
We note your presentation of “earnings per share before restructuring charge and U.S. regulatory settlement” on Consolidated Income Statement. Item 10(e)(1)(ii)
of Regulation S-K prohibits the presentation of non-GAAP financial measures on the face of the financial statements unless the conditions in the Note to paragraph (e) are met. Please tell us how you met these conditions or omit this measure
from your Consolidated Income Statement in future filings.

 October 20, 2006

 Mr. Dave Irving

 Page 6

 Response to Comment 4

 The conditions set forth in the Note to paragraph (e) require that:

1.
“The non-GAAP financial measure relates to the GAAP used in the registrant’s primary financial statements included in its filing with the Commission;

2.
The non-GAAP financial measure is required or expressly permitted by the standard-setter that is responsible for establishing the GAAP used in such financial statements; and

3.
The non-GAAP financial measure is included in the annual report prepared by the registrant for use in the jurisdiction in which it is domiciled, incorporated or organized or for
distribution to its security holders.”

 With regard to condition 1 above, the Company believes that earnings per share before the
restructuring charge (2005) and the U.S. regulatory settlement (2004) are measures that “relate to” IFRS as used in the Company’s financial statements included in the 2005 Form 20-F. The Company respectfully refers the Staff to
its response to Comment 1 above, where additional supporting illustrations are made relating the non-GAAP measures to IFRS.

 With regard to condition 2
above, the Company believes that these measures are “expressly permitted” under IFRS. As noted in the Company’s response to Comment 1, IAS 1 specifies minimum requirements for line items on the financial statements. Paragraph 83 of
IAS 1 states that “additional line items, headings and subtotals shall be presented on the face of the income statement when such presentation is relevant to an understanding of the entity’s financial performance.” Earnings per
share before the restructuring charge (2005) and the U.S. regulatory settlement (2004) are measures that were presented as line items on the face of the financial statements and in the footnotes. We believe that these measures are more
relevant income amounts for presentation because they more appropriately measure the year-by-year performance of the Company’s regular business operations. As such, these measures are relevant to an understanding of the Company’s financial
performance as contemplated by IAS 1, and are thus “expressly permitted” thereby. In accordance with IAS 33, the adjusted earnings per share figures were presented with equal prominence to the earnings per share figures for all periods
presented, and on page 6, the Company presented reconciliations of the adjusted earnings per share amounts to earnings per share. Question 28 of the FAQ acknowledges that “some non-US GAAP standard setters specify a minimum level of
caption detail for financial statement presentation, but require or permit additional caption detail.” FAQ Question 28 indicates that the “expressly permitted” requirement “is not intended to prohibit the inclusion of those
captions.”

 With regard to condition 3 above, the Company included these measures in its 2005 Annual Report that it filed with the Registrar of
Companies in the U.K.

 October 20, 2006

 Mr. Dave Irving

 Page 7

 Comment 5

5.
We note the line item “operating profit” on your Consolidated Income Statement excludes “gain on sale of business,” “investment income,”
“loss on sale of assets, i

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561

September 26, 2006

Loren M. Starr
Chief Financial Officer
1360 Peachtree Street N.E.
Atlanta, Georgia  30309

 Re:  Amvescap PLC
Form 20-F for the Fiscal Year Ended December 31, 2005
  File No.  1-13908

Dear Mr. Starr:

We have reviewed the above referenced filing and have the following comments.
We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

* * * *

Form 20-F for the Fiscal Year Ended December 31, 2005

Loren M. Starr
Amvescap PLC
September 26, 2006 Page 2 of 5
Item 3 – Key Information

Selected Financial Data, page 2

1. Please tell us how you considered the guidance of Release 33-8176 – Conditions for Use of Non-GAAP Financial Measures - as it relates to your presentations of operating profit and earnings per share before restructuring charge and U.S. regulatory settlement and operating profit and earnings per share before goodwill and exceptional items.  Explain to us why you believe such measures are allowed under the guidance or confirm to us that you will omit these measures from your future filings.  Also, refer to Question 28 of the Staff’s Frequently Asked Questions (FAQ) regarding the Use of Non-GAAP Financial Measures available at
www.sec.gov .

2. Please tell us and revise future filings to describe the nature of the “exceptional items” excluded from operating profit and earnings per share as determined in accordance with UK GAAP for each period presented.

3. We note your disclosure on page 5 that you use EBITDA as a measure of liquidity. We also note your reconciliations of EBITDA to profit before taxation on page 7.   Please tell us why you believe profit before taxation is the most directly comparable financial measure calculated and presented in accordance with IFRS and US GAAP.  Since you use EBITDA as a measure of liquidity, we would expect this measure to be reconciled to a cash flow measure (for example, operating cash flows).  Refer to Item 10(e)(1)(i) of Regulation S-K.

Consolidated Financial Statements

Consolidated Income Statement, page F-3

4. We note your presentation of “earnings per share before restructuring charge and U.S. regulatory settlement” on your Consolidated Income Statement.  Item 10(e)(1)(ii) of Regulation S-K prohibits  the presentation of non-GAAP financial
measures on the face of the financial statements unless the conditions in the Note to paragraph (e) are met.  Please tell us how you met these conditions or omit this measure from your Consolidated Income Statement in future filings.

5. We note the line item “operating profit” on your Consolidated Income Statement excludes “gain on sale of business,” “investment income,” “loss on sale of assets, investments and foreign exchange” and “interest expense.”  Paragraph BC13 of IAS 1 states that in the Board’s view, it would be misleading and would impair the comparability of financial statements if items of an operating nature were
 2

Loren M. Starr
Amvescap PLC
September 26, 2006 Page 3 of 5
excluded from the results of operating activities, even if that had been industry practice.  Please tell us:

• why you believe these items should be excluded from operating profit, given their nature and the guidance in IAS 1; and
• why you believe the presentation of “operating profit”, apart from “profit/(loss),” provides meaningful information to users of your financial statements.

Consolidated Cash Flow Statement, page F-6

6. We note you begin your reconciliation of net cash inflows from operating activities with “Operating profit.”  Paragraph 20 of IAS 7 requires net cash flow from operating activities to be determined by adjusting “profit or loss” by various amounts.  Further, paragraph 79 of IAS 1 defines profit or loss as normally including all items of income and expense recognized in a period.  Please tell us how your presentation complies with the guidance in IAS 7, in light of the definition of profit or loss in IAS 1.

Notes to the Consolidated Financial Statements

Notes 21.  Other Reserves, page F-33

7. We note your disclosure on page F-33 that the merger reserve was created pursuant to Section 133 of the Companies Act for the excess value over par of shares issued as consideration for the acquisition of subsidiaries.  Please tell us whether this reserve arose under UK GAAP and explain how it was impacted by the adoption of IFRS 1.

Note 30.  Reconciliation to U.S. Accounting Principles, page F-41

8. We note the amounts presented here under “Net income (U.S. GAAP)” and “Shareholders’ equity (U.S. GAAP)” for 2004 are different from the corresponding amounts presented in the U.S. GAAP reconciliation in your 2004 Form 20-F.  Please tell us the reasons for the differences.

 3

Loren M. Starr
Amvescap PLC
September 26, 2006 Page 4 of 5
9. We note your accounting policy for pensions on page F-11.  Please tell us whether you have identified any differences in your accounting for pensions under IFRS as compared to U.S. GAAP.  For example, tell us if you recognized an additional minimum liability under U.S. GAAP or if differences exist in the assumptions used to calculate the defined benefit obligation, fair values of pension assets or measurement or adoption dates of the plans.

* * * *

Please send us your response to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter keying your responses to our comments and provide any requested supplemental information.  Please file your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 under the federal securities laws of the United States.

 4

Loren M. Starr
Amvescap PLC
September 26, 2006 Page 5 of 5
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Dave Irving, Staff A ccountant, at (202) 551-3321, or me at
(202) 551-3474 if you any questions.

Sincerely,

Sharon Blume
Reviewing Accountant

 5