SecProbe.io

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