þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Bermuda		98-0557567
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA (Address of Principal Executive Offices)		30309 (Zip Code)

Title of Each Class		Name of Exchange on Which Registered
Common Shares, $0.20 par value per share		New York Stock Exchange

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ

     As of September 30, 2009, the most recent practicable date, 428,778,213 of the company’s common shares, par value $0.20 per share, were outstanding.

 

 

     We include cross references to captions elsewhere in this Quarterly Report on Form 10-Q, which we refer to as this “Report,” where you can find related additional information. The following table of contents tells you where to find these captions.

		Page
PART I — Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Changes in Equity			6
Notes to the Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3. Quantitative and Qualitative Disclosures about Market Risk			64
Item 4. Controls and Procedures			65
PART II — Other Information
Item 1. Legal Proceedings			66
Item 1A. Risk Factors			66
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			66
Item 3. Defaults upon Senior Securities			67
Item 4. Submission of Matters to a Vote of Security Holders			67
Item 6. Exhibits			68
Signatures			69
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Invesco Ltd.

Condensed Consolidated Balance Sheets
(Unaudited)

		As of
		September 30,				December 31,
$ in millions		2009				2008
ASSETS
Current assets:
Cash and cash equivalents			923.8				585.2
Cash and cash equivalents of consolidated investment products			38.3				73.0
Unsettled fund receivables			505.8				303.7
Accounts receivable			299.9				239.3
Investments			174.2				123.6
Prepaid assets			59.6				55.6
Other current assets			68.7				72.2
Deferred tax asset, net			51.1				86.1
Assets held for policyholders			1,190.4				840.2
Total current assets			3,311.8				2,378.9
Non-current assets:
Investments			136.9				121.3
Investments of consolidated investment products			662.2				843.8
Prepaid assets			21.3				36.3
Deferred sales commissions			20.6				24.5
Deferred tax asset, net			66.6				37.2
Property and equipment, net			209.2				205.3
Intangible assets, net			142.3				142.8
Goodwill			6,378.7				5,966.8
Total non-current assets			7,637.8				7,378.0
Total assets			10,949.6				9,756.9
Current liabilities:
Current maturities of long-term debt			294.2				297.2
Unsettled fund payables			489.7				288.3
Income taxes payable			72.1				37.9
Other current liabilities			506.3				639.8
Policyholder payables			1,190.4				840.2
Total current liabilities			2,552.7				2,103.4
Non-current liabilities:
Long-term debt			745.7				862.0
Other non-current liabilities			227.0				195.3
Total non-current liabilities			972.7				1,057.3
Total liabilities			3,525.4				3,160.7
Commitments and contingencies (See Note 12)
Equity:
Equity attributable to common shareholders:
Common shares ($0.20 par value; 1,050.0 million authorized; 459.5 million and 426.6 million shares issued as of September 30, 2009, and December 31, 2008, respectively)			91.9				85.3
Additional paid-in-capital			5,705.0				5,352.6
Treasury shares			(971.9	)			(1,128.9	)
Retained earnings			1,565.2				1,476.3
Accumulated other comprehensive income/(loss), net of tax			336.4				(95.8	)
Total equity attributable to common shareholders			6,726.6				5,689.5
Equity attributable to noncontrolling interests in consolidated entities			697.6				906.7
Total equity			7,424.2				6,596.2
Total liabilities and equity			10,949.6				9,756.9

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Income
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
$ in millions		2009				2008				2009				2008
Operating revenues:
Investment management fees			570.3				664.9				1,508.4				2,139.3
Service and distribution fees			111.8				129.4				301.2				411.1
Performance fees			4.3				18.1				23.2				51.3
Other			19.4				14.8				46.7				71.5
Total operating revenues			705.8				827.2				1,879.5				2,673.2
Operating expenses:
Employee compensation			238.9				264.1				703.7				819.8
Third-party distribution, service and advisory			183.5				220.9				498.0				712.9
Marketing			27.7				34.8				78.5				116.9
Property, office and technology			63.0				50.5				157.5				156.3
General and administrative			41.1				61.7				118.0				204.0
Total operating expenses			554.2				632.0				1,555.7				2,009.9
Operating income			151.6				195.2				323.8				663.3
Other income/(expense):
Equity in earnings of unconsolidated affiliates			7.9				8.0				17.9				35.5
Interest income			1.7				8.0				7.7				30.0
Gains/(losses) of consolidated investment products, net			2.1				2.8				(132.8	)			(1.2	)
Interest expense			(16.9	)			(18.3	)			(49.3	)			(59.1	)
Other gains and losses, net			2.0				(10.4	)			7.8				(18.0	)
Income before income taxes, including gains and losses attributable to noncontrolling interests			148.4				185.3				175.1				650.5
Income tax provision			(43.7	)			(49.2	)			(100.0	)			(200.2	)
Net income, including gains and losses attributable to noncontrolling interests			104.7				136.1				75.1				450.3
(Gains)/losses attributable to noncontrolling interests in consolidated entities, net			0.5				(4.3	)			136.5				(0.5	)
Net income attributable to common shareholders			105.2				131.8				211.6				449.8
Earnings per share:
— basic		$	0.24			$	0.34			$	0.51			$	1.15
— diluted		$	0.24			$	0.33			$	0.51			$	1.12
Dividends declared per share		$	0.1025			$	0.10			$	0.3050			$	0.42

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

		Nine months ended September 30,
$ in millions		2009				2008
Operating activities:
Net income, including gains and losses attributable to noncontrolling interests			75.1				450.3
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation			52.7				50.4
Share-based compensation expense			68.1				89.7
Gain on disposal of property, equipment, software, net			(1.2	)			(2.0	)
Purchase of trading investments			(41.9	)			(22.9	)
Sale of trading investments			13.1				23.4
Other gains and losses, net			(7.8	)			18.0
(Gains)/losses of consolidated investment products, net			132.8				1.2
Tax benefit from share-based compensation			39.0				48.3
Excess tax benefits from share-based compensation			(0.1	)			(18.9	)
Equity in earnings of unconsolidated affiliates			(17.9	)			(35.5	)
Changes in operating assets and liabilities:
Change in cash held by consolidated investment products			34.7				(55.1	)
(Increase)/decrease in receivables			(481.8	)			490.0
Increase/(decrease) in payables			269.2				(698.9	)
Net cash provided by operating activities			134.0				338.0
Investing activities:
Purchase of property and equipment			(23.3	)			(69.5	)
Disposal of property and equipment			6.4				0.1
Dividends from unconsolidated affiliates			27.4				28.1
Purchase of available-for-sale investments			(34.7	)			(98.7	)
Proceeds from sale of available-for-sale investments			37.0				63.0
Purchase of investments by consolidated investment products			(37.7	)			(94.0	)
Proceeds from sale of investments by consolidated investment products			28.0				165.6
Returns of capital in investments of consolidated investment products			11.3				71.2
Purchase of other investments			(35.9	)			(17.0	)
Proceeds from sale of other investments			9.1				31.6
Acquisition earn-out payments			—				(130.9	)
Net cash used in investing activities			(12.4	)			(50.5	)
Financing activities:
Issuance of new shares			441.8				—
Proceeds from exercises of share options			40.5				68.5
Purchases of treasury shares			—				(313.3	)
Dividends paid			(124.2	)			(168.4	)
Excess tax benefits from share-based compensation			0.1				18.9
Capital invested into consolidated investment products			5.5				73.3
Capital distributed by consolidated investment products			(35.0	)			(180.6	)
Borrowings of consolidated investment products			—				28.9
Repayments of consolidated investment products			—				(9.3	)
Net (repayments)/borrowings under credit facility			(12.0	)			45.6
Repayments of senior notes			(103.0	)			—
Acquisition of remaining noncontrolling interest in subsidiary			(10.3	)			—
Net cash provided by/(used in) financing activities			203.4				(436.4	)
Increase/(decrease) in cash and cash equivalents			325.0				(148.9	)
Foreign exchange movement on cash and cash equivalents			13.6				(26.3	)
Cash and cash equivalents, beginning of period			585.2				915.8
Cash and cash equivalents, end of period			923.8				740.6
Supplemental Cash Flow Information:
Interest paid			(41.9	)			(49.0	)
Interest received			8.1				30.0
Taxes paid			57.9				220.5

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Changes in Equity
(Unaudited)

		Equity Attributable to Common Shareholders
																						Non-
																		Accumulated				controlling
						Additional												Other				interests in
		Common				Paid-in-				Treasury				Retained				Comprehensive				consolidated				Total
$ in millions		Shares				Capital				Shares				Earnings				Loss				entities				Equity
January 1, 2009			85.3				5,352.6				(1,128.9	)			1,476.3				(95.8	)			906.7				6,596.2
Net income, including gains and losses attributable to noncontrolling interests			—				—				—				211.6				—				(136.5	)			75.1
Other comprehensive income
Currency translation differences on investments in overseas subsidiaries			—				—				—				—				422.4				—				422.4
Change in minimum pension liability			—				—				—				—				(1.9	)			—				(1.9	)
Change in net unrealized gains on available-for-sale investments			—				—				—				—				13.0				—				13.0
Adoption of FSP FAS 115-2			—				—				—				—				(1.5	)			—				(1.5	)
Tax impacts of changes in accumulated other comprehensive income balances			—				—				—				—				0.2				—				0.2
Total comprehensive income			—				—				—				—				—				—				507.3
Adoption of FSP FAS 115-2			—				—				—				1.5				—				—				1.5
Change in noncontrolling interests in consolidated entities, net			—				—				—				—				—				(71.2	)			(71.2	)
Issuance of new shares			6.6				435.2				—				—				—				—				441.8
Dividends			—				—				—				(124.2	)			—				—				(124.2	)
Employee share plans:
Share-based compensation			—				68.1								—				—				—				68.1
Vested shares			—				(90.5	)			90.5				—				—				—				—
Exercise of options			—				(38.6	)			79.1				—				—				—				40.5
Tax impact of share-based payment			—				0.1				—				—				—				—				0.1
Modification of share-based payment awards			—				(13.0	)			—				—				—				—				(13.0	)
Purchase of shares			—				—				(12.6	)			—				—				—				(12.6	)
Acquisition of remaining noncontrolling interest in subsidiary			—				(8.9	)			—				—				—				(1.4	)			(10.3	)
September 30, 2009			91.9				5,705.0				(971.9	)			1,565.2				336.4				697.6				7,424.2

		Equity Attributable to Common Shareholders
																						Non-
																		Accumulated				controlling
						Additional												Other				interests in
		Common				Paid-in-				Treasury				Retained				Comprehensive				consolidated				Total
$ in millions		Shares				Capital				Shares				Earnings				Income				entities				Equity
January 1, 2008			84.9				5,306.3				(954.4	)			1,201.7				952.1				1,121.2				7,711.8
Net income, including gains and losses attributable to noncontrolling interests			—				—				—				449.8				—				0.5				450.3
Other comprehensive income
Currency translation differences on investments in overseas subsidiaries			—				—				—				—				(364.4	)			—				(364.4	)
Change in minimum pension liability			—				—				—				—				12.5				—				12.5
Change in net unrealized gains on available-for-sale investments			—				—				—				—				(14.1	)			—				(14.1	)
Tax impacts of changes in accumulated other comprehensive income balances			—				—				—				—				(4.0	)			—				(4.0	)
Total comprehensive income			—				—				—				—				—				—				80.3
Change in noncontrolling interests in consolidated entities, net			—				—				—				—				—				(171.4	)			(171.4	)
Dividends			—				—				—				(168.4	)			—				—				(168.4	)
Employee share plans:
Share-based compensation			—				89.7				—				—				—				—				89.7
Vested shares			—				(24.6	)			24.6				—				—				—				—
Exercise of options			0.4				(3.8	)			72.1				—				—				—				68.7
Tax impact of share-based payment			—				18.9				—				—				—				—				18.9
Purchase of shares			—				—				(313.3	)			—				—				—				(313.3	)
September 30, 2008			85.3				5,386.5				(1,171.0	)			1,483.1				582.1				950.3				7,316.3

See accompanying notes.

Notes to the Condensed Consolidated Financial Statements

  Corporate Information

     Invesco Ltd. (Parent) and all of its consolidated entities (collectively, the company or Invesco) provide retail, institutional and high-net-worth clients with an array of global investment management capabilities. The company’s sole business is investment management.

  Basis of Accounting and Consolidation

     The accompanying Condensed Consolidated Balance Sheets, Statements of Income, Statements of Cash Flows, and Statement of Changes in Equity (together, the Condensed Consolidated Financial Statements) have not been audited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2008. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the interim periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

     The Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Parent, all of its controlled subsidiaries, any variable interest entities (VIEs) required to be consolidated, and any non-VIE general partnership investments where the company is deemed to have control. Control is deemed to be present when the Parent holds a majority voting interest or otherwise has the power to govern the financial and operating policies of the subsidiary so as to obtain the benefits from its activities. VIEs, or entities in which the risks and rewards of ownership are not directly linked to voting interests, for which the company is the primary beneficiary (having the majority of rewards/risks of ownership) are consolidated. Certain of the company’s managed products are structured as partnerships in which the company is the general partner receiving a management and/or performance fee. If the company is deemed to have a variable interest in these entities and is determined to be the primary beneficiary, these entities are consolidated into the company’s financial statements. If the company is not determined to be the primary beneficiary, the equity method of accounting is used to account for the company’s investment in these entities. Non-VIE general partnership investments are deemed to be controlled by the company and would be 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. Investment products that are consolidated are referred to as consolidated investment products in the accompanying Condensed Consolidated Financial Statements.

     A significant portion of consolidated investment products are private equity funds. Private equity investments made by the underlying funds consist of direct investments in, or fund investments in other private equity funds that hold direct investments in, equity or debt securities in operating companies that are generally not initially publicly traded. Private equity funds are considered investment companies and are therefore accounted for under the American Institute of Certified Public Accountants’ Investment Company Audit Guide and are scoped out of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 320, “Investments — Debt and Equity Securities.” All of the investments of consolidated investment products are presented at fair value in the financial statements. The company has retained the specialized industry accounting principles of these investment products in our Consolidated Financial Statements. See Note 9, “Consolidated Investment Products,” for additional details.

     The equity method of accounting is used to account for investments in joint ventures and noncontrolled subsidiaries in which the company’s ownership is between 20 and 50 percent. Equity investments are carried initially at cost (subsequently adjusted to recognize the company’s share of the profit or loss of the investee after the date of acquisition) and are included in investments on the Condensed Consolidated Balance Sheets. The proportionate share of income or loss is included in equity in earnings of unconsolidated affiliates in the Condensed Consolidated Statements of Income.

     The financial statements have been prepared primarily on the historical cost basis; however, certain items are presented using other bases such as fair value, where such treatment is required. The financial statements of subsidiaries are prepared for the same reporting year as the Parent and use consistent accounting policies, which, where applicable, have been adjusted to U.S. GAAP from local

generally accepted accounting principles or reporting regulations. Noncontrolling interests in consolidated entities represent the interests in certain entities consolidated by the company either because the company has control over the entity or has determined that it is the primary beneficiary, but of which the company does not own all of the equity.

     In preparing the financial statements, management is required to make estimates and assumptions that affect reported revenues, expenses, assets, liabilities and disclosure of contingent liabilities. The primary estimates relate to investment valuation, goodwill impairment and taxes. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the financial statements.

  Dividends to shareholders

     Dividends to shareholders are recognized on the declaration date. Dividends are declared and paid on a quarterly basis.

  Reclassifications

     The presentation of certain prior period reported amounts has been reclassified to be consistent with the current presentation. Such reclassifications had no impact on net income or shareholders’ equity.

  Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements

     In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (FASB Statement No. 157), which became effective for Invesco on January 1, 2008. FASB Statement No. 157, which is now encompassed in ASC Topic 820, “Fair Value Measurements and Disclosures,” clarified how companies should measure fair value when they are required by U.S. GAAP to use a fair value measure for recognition or disclosure. FASB Statement No. 157 established a common definition of fair value, established a framework for measuring fair value under U.S. GAAP, and expanded disclosures about fair value measurements to eliminate differences in current practice in measuring fair value under existing accounting standards. The adoption of FASB Statement No. 157 did not result in any retrospective adjustments to prior period information or in a cumulative effect adjustment to retained earnings. See Note 2, “Fair Value of Assets and Liabilities,” for additional disclosures.

     In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business Combinations (FASB Statement No. 141(R)),” and Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (FASB Statement No. 160).” Under FASB Statement No. 141(R), which is now encompassed in ASC Topic 805, “Business Combinations” (ASC Topic 805), the acquirer must recognize, with certain exceptions, 100% of the fair values of assets acquired, liabilities assumed, and noncontrolling interests in acquisitions of less than 100% controlling interest when the acquisition constitutes a change in control of the acquired entity. Additionally, when an acquirer obtains partial ownership in an acquiree, an acquirer recognizes and consolidates assets acquired, liabilities assumed and any noncontrolling interests at 100% of their fair values at that date regardless of the percentage ownership in the acquiree. As goodwill is calculated as a residual, all goodwill of the acquired business, not just the acquirer’s share, is recognized under this “full-goodwill” approach. Contingent consideration obligations that are elements of consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination shall be expensed. FASB Statement No. 160, which is now encompassed in ASC Topic 810, “Consolidation,” establishes new accounting and reporting standards for noncontrolling interests (formerly known as “minority interests”) in a subsidiary and for the deconsolidation of a subsidiary. FASB Statement No. 141(R) and FASB Statement No. 160 became effective for the company on January 1, 2009. FASB Statement No. 141(R) was applied prospectively, while FASB Statement No. 160 required retroactive adoption of the presentation and disclosure requirements for existing noncontrolling interests but prospective adoption of all of its other requirements. The adoption of FASB Statement No. 141(R) amended the definition of a business, which led to a change in the company’s basis, but not the company’s conclusion, of determining that it has one reporting unit for goodwill impairment purposes. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Critical Accounting Policies and Estimates — Goodwill” for additional information.

     In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (FASB Statement No. 159), which also became effective for Invesco on January 1, 2008, at its own discretion. FASB Statement No. 159, which is now encompassed under ASC Topic 825, “Financial Instruments” (ASC Topic 825), permits companies to elect, on an instrument-by-instrument basis, to fair value certain financial assets and financial liabilities with changes in fair value recognized in earnings as they occur (the fair value option). The company chose not to elect the FASB Statement No. 159 fair value option for eligible items existing on its balance sheet as of January 1, 2008, or for any new eligible items recognized subsequent to January 1, 2008.

     In February 2008, the FASB issued Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157 (FSP FAS 157-2).” FSP FAS 157-2, which is now encompassed in ASC Topic 820, “Fair Value Measurements and Disclosures” (ASC Topic 820), amended FASB Statement No. 157 to delay the effective date for nonfinancial assets and nonfinancial liabilities except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). For items within its scope, FSP FAS 157-2 delayed the effective date of FASB Statement No. 157 to January 1, 2009. As of January 1, 2008, Invesco applied the fair value measurement and disclosure provisions of FASB Statement No. 157 to its financial assets and financial liabilities that are recognized or disclosed at fair value in the financial statements. As of January 1, 2009, Invesco applied the fair value measurement and disclosure provisions of FASB Statement No. 157 to nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. Those items include: (1) nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination or other new basis event, but not measured at fair value in subsequent periods; (2) nonfinancial long-lived assets measured at fair value for an impairment assessment under FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets;” (now encompassed in ASC Topic 360, “Property, Plant and Equipment”); (3) nonfinancial liabilities for exit or disposal activities initially measured at fair value under FASB Statement No. 146, “Accounting for Costs Associated with Exit or Disposal Activities;” (now encompassed in ASC Topic 420, “Exit or Disposal Cost Obligations”) and (4) nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment test. The adoption of FSP FAS 157-2 did not have a material impact on the company’s financial statements.

     In April 2008, the FASB issued Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP FAS 142-3). FSP FAS 142-3, which is now encompassed in ASC Topic 350, “Intangibles — Goodwill and Other” (ASC Topic 350), amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets,” also now encompassed in ASC Topic 350. FSP FAS 142-3 required an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset. FSP FAS 142-3 was intended to improve the consistency between the useful life of an intangible asset determined under FASB Statement No. 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141(R) (now encompassed in ASC Topic 805, “Business Combinations”) and other U.S. GAAP. The guidance provided by FSP FAS 142-3 for determining the useful life of a recognized intangible asset was to be applied prospectively to intangible assets acquired after the effective date, which is January 1, 2009. FSP FAS 142-3 did not have a material impact on the company’s financial statements.

     During June 2008, the FASB issued Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSP EITF 03-6-1). FSP EITF 03-6-1, which is now encompassed in ASC Topic 260, “Earnings Per Share” (ASC Topic 260), addressed whether instruments granted in share-based payment transactions are participating securities prior to vesting and need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in FASB Statement No. 128, “Earnings Per Share,” also now encompassed in ASC Topic 260. The guidance in the FSP EITF 03-6-1 provided that only those unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities that should be included in the calculation of basic EPS under the two-class method. The FASB concluded that the holder of a share-based award receives a noncontingent transfer of value each time the entity declares a dividend, and therefore the share-based award meets the definition of a participating security. FSP EITF 03-6-1 was effective for financial statements issued for fiscal years beginning after December 15, 2008, with all prior period EPS data being adjusted retrospectively. The adoption of FSP EITF 03-6-1 on January 1, 2009, required the company to include unvested restricted stock units (RSUs) that contain nonforfeitable dividend equivalents as outstanding common shares for purposes of calculating basic EPS. The adoption of FSP EITF 03-6-1 did not have a material impact on the company’s calculation of basic EPS. The weighted average number of shares used for the calculation of prior period earnings per share have been restated to reflect the adoption of EITF 03-6-1. The adoption of FSP EITF 03-6-1 resulted in a change to the nine months ended September 30, 2008, reported diluted earnings per share amount of $0.01. There was no change to the three months ended September 30, 2008, figures.

     In October 2008, the FASB issued Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (FSP FAS 157-3), which became effective for Invesco for the period ended September 30, 2008. FSP 157-3, which is now encompassed in ASC Topic 820, clarified the application of FASB Statement No. 157 (also now encompassed in ASC Topic 820) to financial assets in an inactive market. The FSP included an illustration of the application of judgment when selecting an appropriate discount rate to apply in the valuation of a collateralized debt obligation in a market that has become increasingly inactive. The adoption of FSP 157-3 did not have a material impact on the company’s financial statements.

     In December 2008, the FASB issued FASB Staff Position No. FAS 140-4 and FIN 46(R)-8, “Disclosures about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP FAS 140-4 and FIN 46(R)-8),” which became effective for the

company on March 31, 2009. FSP FAS 140-4 and FIN 46(R)-8, which is now encompassed in ASC Topic 860, “Transfers and Servicing,” required additional disclosures by public entities with a) continuing involvement in transfers of financial assets to a special purpose entity or b) a variable interest in a variable interest entity. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did not have a material impact on the company’s financial statements. See Note 9, “Consolidated Investment Products,” for additional disclosures.

     In January 2009, the FASB issued Staff Position No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20 (FSP EITF 99-20-1),” which became effective for the company on March 31, 2009. FSP EITF 99-20-1, which is now encompassed in ASC Topic 325, “Investments — Other,” revised the impairment guidance provided by EITF 99-20 for beneficial interests to make it consistent with the requirements of FASB Statement No. 115 (now encompassed in ASC Topic 320, “Investments — Debt and Equity Securities”) for determining whether an impairment of other debt and equity securities is other-than-temporary. FSP EITF 99-20-1 eliminated the requirement to rely exclusively on market participant assumptions about future cash flows and permitted the use of reasonable management judgment of the probability that the holder will be unable to collect all amounts due. Instead, FSP 99-20-1 required that an other-than-temporary impairment be recognized when it is probable that there has been an adverse change in the holder’s estimated cash flows. FSP EITF 99-20-1 did not have a material impact on the company’s financial statements.

     On April 9, 2009, the FASB issued three Staff Positions (FSPs) intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities. FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that Are Not Orderly (FSP FAS 157-4),” now encompassed in ASC Topic 820, provided guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157. FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1),” now encompassed in ASC Topic 825, enhanced consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2),” now encompassed in ASC Topic 320, provided additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities.

     FSP FAS 157-4 addressed the measurement of fair value of financial assets when there is no active market or where the price inputs being used could be indicative of distressed sales. FSP FAS 157-4 reaffirmed the definition of fair value already reflected in FASB Statement No. 157, which is the price that would be paid to sell an asset in an orderly transaction (as opposed to a distressed or forced transaction) at the measurement date under current market conditions. FSP FAS 157-4 also reaffirmed the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. FSP FAS 157-4 became effective for the company for the period ended June 30, 2009. The application of FSP FAS 157-4 did not result in a change in valuation techniques or related inputs used to obtain the fair value measurement of its assets that are carried at fair value in the statement of financial position; however, it did result in expanded disclosures of fair valued assets by major security type. See Note 2, “Fair Value of Assets and Liabilities,” and Note 9, “Consolidated Investment Products,” for additional details.

     FSP FAS 107-1 was issued to improve the fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing FSP FAS 107-1, fair values of these assets and liabilities were only disclosed on an annual basis. FSP FAS 107-1 required these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. FSP FAS 107-1 became effective for the company for the period ended June 30, 2009, which required the company to make annual disclosures in its interim financial statements, which are included in Note 2, “Fair Value of Assets and Liabilities,” Note 3, “Investments,” and Note 4, “Long-Term Debt.”

     FSP FAS 115-2 was intended to improve the consistency in the timing of impairment recognition and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. FSP FAS 115-2 required increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. The company adopted FSP FAS 115-2 on April 1, 2009. Upon adoption, the company recorded a cumulative effect adjustment of $1.5 million to the April 1, 2009, opening balance of retained earnings with a corresponding adjustment to accumulated other comprehensive income.

     In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (SFAS 165). SFAS 165, which is now encompassed in ASC Topic 855, “Subsequent Events,” established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS 165 provided clarity around the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions

that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosure that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 was effective for interim and annual financial reporting periods ending after June 15, 2009, and was applied prospectively. The company has made the required disclosures at Note 14, “Subsequent Events.”

     In June 2009, the FASB issued Statement No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140,” (FASB Statement No. 166), which addresses the effects of eliminating the qualifying special-purpose entity concept from FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (FASB Statement No. 140), and will generally subject those entities to the consolidation guidance applied to other VIEs as provided by FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (FASB Statement No. 167). FASB Statements No. 166 and 167 have yet to be entered by the FASB into the ASC. Specifically, FASB Statement No. 166 introduces the concept of a participating interest, which will limit the circumstances where the transfer of a portion of a financial asset will qualify as a sale, assuming all other derecogntion criteria are met, and clarifies and amends the derecogntion criteria for determining whether a transfer qualifies for sale accounting. FASB Statement No. 166 will be applied prospectively to new transfers of financial assets occurring on or after January 1, 2010. The company is currently assessing the impact of FASB Statement No. 166 on its Condensed Consolidated Financial Statements.

     In June 2009, the FASB issued Statement No. 167, which addresses the effects of eliminating the qualifying special-purpose entity concept from FASB Statement No. 140 and amends certain provisions of FIN 46(R). Specifically, FASB Statement No. 167 amends certain provisions for determining whether an entity is a VIE, it requires a qualitative rather than a quantitative analysis to determine whether the company is the primary beneficiary of a VIE, it amends FIN 46(R)’s consideration of related party relationships in the determination of the primary beneficiary of a VIE by providing an exception regarding de facto agency relationships in certain circumstances, it requires continuous assessments of whether the company is a VIE’s primary beneficiary, and it requires enhanced disclosures about the company’s involvement with VIEs, which are generally consistent with those disclosures required by FSP FAS 140-4 and FIN 46(R)-8 discussed above. The company is currently assessing the impact of FASB Statement No. 167 on its Condensed Consolidated Financial Statements. FASB Statement No. 167, which is effective January 1, 2010, may have a significant impact on the presentation of the company’s financial statements, as its provisions may require the company to consolidate many managed investment products that are not currently consolidated.

     In July 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — A Replacement of FASB Statement No. 162,” (FASB Statement No. 168). FASB Statement No. 168 replaced the existing hierarchy of U.S. Generally Accepted Accounting Principles with the FASB ASC as the single source of authoritative U.S. accounting and reporting standards applicable for all nongovernmental entities, with the exception of guidance issued by the U.S. Securities and Exchange Commission and its staff. FASB Statement No. 168 is now encompassed in ASC Topic 105, “Generally Accepted Accounting Principles,” and was effective July 1, 2009. The company has replaced references to FASB accounting standards with ASC references, where applicable and relevant, in this Report.

     In September 2009, the FASB issued Accounting Standards Update 2009-12, “Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)” (ASU 2009-12). ASU 2009-12 amends ASC Topic 820 to provide further guidance on how to measure the fair value of investments in alternative investments, such as hedge, private equity, real estate, venture capital, offshore and fund of funds. ASU 2009-12 permits, as a practical expedient, the measurement of fair value of an investment on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with ASC Topic 946, “U.S. GAAP for Investment Companies,” including measurement of all or substantially all of the fund’s underlying investments being accounted for at fair value in accordance with ASC Topic 820. ASU 2009-12 is effective for interim and annual periods ending after December 15, 2009. The company is currently assessing the impact of ASU 2009-12 on its Condensed Consolidated Financial Statements.

     The carrying value and fair value of financial instruments is presented in the below summary table:

		September 30, 2009												December 31, 2008
		Footnote				Carrying								Carrying
$ in millions		Reference				Value				Fair Value				Value				Fair Value
Cash and cash equivalents		2					923.8				923.8				585.2				585.2
Available for sale investments		2, 3					108.9				108.9				103.9				103.9
Assets held for policyholders							1,190.4				1,190.4				840.2				840.2
Trading investments		2, 3					81.0				81.0				36.2				36.2
Support agreements		9, 12					(2.5	)			(2.5	)			(5.5	)			(5.5	)
Policyholder payables							(1,190.4	)			(1,190.4	)			(840.2	)			(840.2	)
Current maturities of long-term debt			4				(294.2	)			(296.1	)			(297.2	)			(277.3	)
Long-term debt			4				(745.7	)			(753.1	)			(862.0	)			(711.2	)
							71.3				62.0				(439.4	)			(268.7	)

     A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

     An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

     There are three types of valuation approaches: a market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities; an income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount; and a cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset.

     The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

     Cash equivalents include cash investments in money market funds and time deposits. Cash and cash equivalents invested in affiliated money market funds totaled $612.3 million at September 30, 2009 (December 31, 2008: $209.4 million). Cash investments in money market funds are valued under the market approach through the use of quoted market prices in an active market, which is the net asset value of the underlying funds, and are classified within level 1 of the valuation hierarchy. Cash investments in time deposits of $145.3 million at September 30, 2009 (December 31, 2008: $156.4 million) are very short-term in nature and are accordingly valued at cost plus accrued interest, which approximates fair value, and are classified within level 2 of the valuation hierarchy.

     Available-for-sale investments include amounts seeded into affiliated investment products, foreign time deposits and investments in affiliated collateralized loan obligations (CLOs). Seed money is valued under the market approach through the use of quoted market prices available in an active market and is classified within level 1 of the valuation hierarchy. Seed money investments are investments held in Invesco managed funds with the purpose of providing capital to the funds during their development periods. These investments are recorded at fair value using quoted market prices in active markets; there is no modeling or additional information needed to arrive at the fair values of these investments. Foreign time deposits are valued under the income approach based on observable interest rates and are classified within level 2 of the valuation hierarchy. CLOs are valued using an income approach

through the use of certain observable and unobservable inputs. Due to current liquidity constraints within the market for CLO products that require the use of unobservable inputs, these investments are classified as level 3 within the valuation hierarchy.

Trading investments

     Trading investments primarily include the investments of the deferred compensation plans that are offered to certain Invesco employees. These investments are primarily invested in affiliated funds that are held to economically hedge current and non-current deferred compensation liabilities. Trading securities are valued under the market approach through the use of quoted prices in an active market and are classified within level 1 of the valuation hierarchy.

Assets held for policyholders

     Assets held for policyholders represent investments held by one of the company’s subsidiaries, which is an insurance entity that was established to facilitate retirement savings plans in the U.K. The assets held for policyholders are accounted for at fair value pursuant to ASC Topic 944, “Financial Services — Insurance,” and are comprised primarily of affiliated unitized funds. The assets are measured at fair value under the market approach based on the quoted prices of the underlying funds in an active market and are classified within level 1 of the valuation hierarchy. The policyholder liabilities are indexed to the value of the assets held for policyholders.

     The following table presents, for each of the hierarchy levels described above, the carrying value of the company’s assets, including major security type for equity and debt securities, which are measured at fair value on the face of the statement of financial position as of September 30, 2009.

		As of September 30, 2009
						Quoted Prices in
						Active Markets for				Significant Other				Significant
		Fair Value				Identical Assets				Observable Inputs				Unobservable Inputs
$ in millions		Measurements				(Level 1)				(Level 2)				(Level 3)
Current assets:
Cash equivalents:
Money market funds			612.3				612.3				—				—
Time deposits			145.3				—				145.3
Investments:*
Available-for-sale:
Seed money			71.6				71.6				—				—
Foreign time deposits			21.1				—				21.1				—
Trading investments:
Investments related to deferred compensation plans			80.8				80.8				—				—
Other			0.2				0.2				—				—
Assets held for policyholders			1,190.4				1,190.4				—				—
Total current assets			2,121.7				1,955.3				166.4				—
Non-current assets:
Investments — available-for-sale:
Collateralized loan obligations			16.2				—				—				16.2
Total assets at fair value			2,137.9				1,955.3				166.4				16.2

     The following table presents, for each of the hierarchy levels described above, the carrying value of the company’s assets that are measured at fair value as of December 31, 2008:

		As of December 31, 2008
						Quoted Prices in
						Active Markets for				Significant Other				Significant
		Fair Value				Identical Assets				Observable Inputs				Unobservable Inputs
$ in millions		Measurements				(Level 1)				(Level 2)				(Level 3)
Current assets
Cash equivalents			365.8				209.4				156.4				—
Investments*:
Available-for-sale			86.4				69.1				17.3				—
Trading investments			36.2				36.2				—				—
Assets held for policyholders			840.2				840.2				—				—
Total current assets			1,328.6				1,154.9				173.7				—
Non-current assets:
Investments — available-for-sale*			17.5				—				—				17.5
Total assets at fair value			1,346.1				1,154.9				173.7				17.5

     The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets during the three and nine month periods ending September 30, 2009, which are comprised solely of CLOs, and are valued using significant unobservable inputs:

		Three Months				Nine Months
		Ended Sept 30,				Ended Sept 30,
$ in millions		2009				2009
Beginning balance			13.4				17.5
Net unrealized gains and losses included in accumulated other comprehensive income/(loss)*			3.6				4.5
Purchases and issuances			—				—
Other-than-temporary impairment included in other gains and losses, net			(0.8	)			(5.2	)
Return of capital			—				(0.6	)
Ending balance			16.2				16.2

     The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets during the three and nine month periods ending September 30, 2008, which are comprised solely of CLOs, and are valued using significant unobservable inputs:

		Three Months				Nine Months
		Ended Sept 30,				Ended Sept 30,
$ in millions		2008				2008
Beginning balance			30.7				39.0
Net unrealized gains and losses included in accumulated other comprehensive income*			—				(0.2	)
Purchases and issuances			0.7				1.5
Other-than-temporary impairment included in other gains and losses, net			(9.4	)			(16.8	)
Return of capital			(0.8	)			(2.3	)
Ending balance			21.2				21.2

3. INVESTMENTS

  Current Investments

		As of
		September 30,				December 31,
$ in millions		2009				2008
Available-for-sale investments:
Seed money			71.6				69.1
Foreign time deposits			21.1				17.3
Trading investments:
Investments related to deferred compensation plans			80.8				35.5
Other			0.2				0.7
Other			0.5				1.0
Total current investments			174.2				123.6

  Non-current Investments

		As of
		September 30,				December 31,
$ in millions		2009				2008
Available-for-sale investments:
Collateralized loan obligations			16.2				17.5
Other			8.9				8.5
Equity method investments			111.8				95.3
Total non-current investments			136.9				121.3

     The portion of trading gains and losses for the nine months ended September 30, 2009 that relates to trading securities still held at September 30, 2009 was $15.5 million. Realized gains and losses recognized in the income statement during the year from investments classified as available-for-sale are as follows:

For the Three Months Ended

For the Nine Months Ended

September 30, 2009

September 30, 2009

Proceeds

Gross

Gross

Proceeds

Gross

Gross

from

Realized

Realized

from

Realized

Realized

$ in millions

Sales

Gains

Losses

Sales

Gains

Losses

Current available-for-sale investments

7.3

2.5

(0.2

)

35.0

5.6

(1.6

)

Non-current available-for-sale investments

—

—

—

2.0

—

—

     Upon the sale of available-for-sale securities, net realized gains of $2.3 million and $4.0 million were transferred from accumulated other comprehensive income into the Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2009, respectively. The specific identification method is used to determine the realized gain or loss on securities sold or otherwise disposed.

     Gross unrealized holding gains and losses recognized in other accumulated comprehensive income from available-for-sale investments are presented in the table below:

		September 30, 2009																December 31, 2008
						Gross				Gross												Gross				Gross
						Unrealized				Unrealized												Unrealized				Unrealized
						Holding				Holding				Fair								Holding				Holding				Fair
$ in millions		Cost				Gains				Losses				Value				Cost				Gains				Losses				Value
Current:
Seed money			72.9				5.6				(6.9	)			71.6				78.9				3.7				(13.5	)			69.1
Foreign time deposits			21.1				—				—				21.1				17.3				—				—				17.3
Current available-for-sale investments			94.0				5.6				(6.9	)			92.7				96.2				3.7				(13.5	)			86.4
Non-current:
CLOs			12.8				3.6				(0.2	)			16.2				17.1				0.4				—				17.5
Other			7.2				1.7				—				8.9				6.8				1.7				—				8.5
Non-current available-for-sale investments:			20.0				5.3				(0.2	)			25.1				23.9				2.1				—				26.0
			114.0				10.9				(7.1	)			117.8				120.1				5.8				(13.5	)			112.4

     Available-for-sale debt securities as of September 30, 2009, by maturity, are set out below:

		Available-for-Sale
$ in millions		(Fair Value)
Less than one year			20.5
One to five years			2.1
Five to ten years			4.1
Greater than ten years			10.6
Total available-for-sale			37.3

     The following table provides the breakdown of available-for-sale investments with unrealized losses at September 30, 2009:

		Less Than 12 Months								12 Months or Greater								Total
						Gross								Gross								Gross
						Unrealized								Unrealized								Unrealized
$ in millions		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Seed money			6.4				(0.5	)			23.6				(6.4	)			30.0				(6.9	)
CLOs			1.3				(0.2	)			—				—				1.3				(0.2	)

     The following table provides the breakdown of available-for-sale investments with unrealized losses at December 31, 2008:

Less Than 12 Months

12 Months or Greater

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

$ in millions

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

Seed money

47.1

(12.8

)

8.7

(0.7

)

55.8

(13.5

)

     The company has reviewed investment securities for other-than-temporary impairment in accordance with its accounting policy and has recognized other-than-temporary impairment charges of $5.2 million and $2.7 million on CLOs and seed money, respectively, during the nine months ended September 30, 2009, as discussed in Note 2.

     As of September 30, 2009, the company reviewed the cash flow estimates of its CLOs, which are based on the underlying pools of securities and take into account the overall credit quality of the issuers, the forecasted default rates of the securities, and the company’s past experience in managing similar securities. These estimates of future cash flows, taking into account both timing and amounts and discounted using appropriate discount rates, indicated a sustained decline in valuation, resulting in credit-related other-than-temporary impairment charges recorded in other gains and losses, net, on the Condensed Consolidated Statements of Income during the three- and nine-months ended September 30, 2009, of $0.8 million and $5.2 million, respectively. These securities may recover their value over time; the company does not intend to sell its CLO investments before maturity.

     As discussed in Note 1, “Accounting Policies,” the company adopted FSP FAS 115-2, now encompassed in ASC Topic 320, on April 1, 2009. Upon adoption, the company recorded a cumulative effect adjustment of $1.5 million to the April 1, 2009, opening balance of retained earnings with a corresponding adjustment to accumulated other comprehensive income, representing the non-credit component of previously-recognized other-than-temporary impairment. During the three months ended September 30, 2009, $0.3 million was recorded as a charge to other comprehensive income from other-than-temporary impairment related to non-credit related factors, primarily the change in discount rates during the period. A rollforward of the cumulative credit-related other-than-temporary impairment charges recognized in earnings for which some portion of the impairment was recorded in other comprehensive income is as follows:

		Three months ended				Nine months ended
In millions		September 30, 2009				September 30, 2009
Beginning balance			17.6				16.8
Additional credit losses recognized during the period related to securities for which:
No OTTI has been previously recognized			—				—
OTTI has been previously recognized			0.6				1.4
Ending balance			18.2				18.2

     The gross unrealized losses from seed money investments during 2009 were primarily caused by declines in the market value of the underlying funds and foreign exchange movements. After conducting a review of the financial condition and near-term prospects of the underlying securities in the seeded funds as well as the severity and duration of the impairment, the company does not consider any material portion of its gross unrealized losses on these securities to be other-than-temporarily impaired. The securities are expected to recover their value over time and the company has the intent and ability to hold the securities until this recovery occurs.

		September 30, 2009								December 31, 2008
		Carrying								Carrying
$ in millions		Value				Fair Value				Value				Fair Value
Unsecured Senior Notes*:
4.5% — due December 15, 2009			294.2				296.1				297.2				277.3
5.625% — due April 17, 2012			215.1				220.9				300.0				231.0
5.375% — due February 27, 2013			333.5				336.8				350.0				299.5
5.375% — due December 15, 2014			197.1				195.4				200.0				168.7
Floating rate credit facility expiring March 31, 2010			—				—				12.0				12.0
Floating rate credit facility expiring June 9, 2012			—				—				—				—
Total long-term debt			1,039.9				1,049.2				1,159.2				988.5
Less: current maturities of long-term debt			294.2				296.1				297.2				277.3
Long-term debt			745.7				753.1				862.0				711.2

     On June 2, 2009, the company commenced a tender offer for the maximum aggregate principal amount of the outstanding 5.625% senior notes due 2012, the 5.375% senior notes due 2013, and the 5.375% senior notes due 2014 (collectively, the “Notes”) that it could purchase for $100.0 million at a purchase price per $1,000 principal amount determined in accordance with the procedures of a modified “Dutch Auction” (tender offer). The tender offer expired at midnight on June 29, 2009, and on June 30, 2009, $104.3 million of the Notes had been retired, generating a gross gain of $4.3 million upon the retirement of debt at a discount ($3.3 million net of related expenses and the write-off of remaining unamortized debt discount costs), which was recorded in other gains and losses, net, on the Condensed Consolidated Statements of Income in the three months ended June 30, 2009.

     The fair market value of the company’s long term debt was determined by market quotes provided by Bloomberg. In the absence of an active market, the company relies upon the average price quoted by brokers for determining the fair market value of the debt. The level of trading, both in number of trades and amount of Notes traded, has increased to a level that the company believes to be a reasonable representation of the current fair market value of the Notes.

$ in millions		September 30, 2009
2009			294.2
2010			—
2011			—
2012			215.1
2013			333.5
Thereafter			197.1
Total long-term debt			1,039.9