SecProbe.io

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