SecProbe.io

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