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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2017

OR

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

For the transition period from to Commission file number 1-13908

Invesco Ltd.(ExactNameofRegistrantasSpecifiedinItsCharter)

Bermuda(StateorOtherJurisdictionofIncorporationorOrganization)

98-0557567(I.R.S.EmployerIdentificationNo.)

1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA

(AddressofPrincipalExecutiveOffices) 30309

(ZipCode)

(404) 892-0896(Registrant'stelephonenumber,includingareacode)

N/A(Formername,formeraddressandformerfiscalyear,ifchangedsincelastreport)

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 registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo oIndicate 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 þNo oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and “emerging growth 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

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes oNo þAs of June 30, 2017 , the most recent practicable date, the number of Common Shares outstanding was 406,891,732 .

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#IVZ10Q2Q2017_HTM_SE0B52F5F4AAE5EA688CBA5DAED0AA08C

Table of Contents

TABLE OF CONTENTS

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 followingtable of contents tells you where to find these captions.

Page

TABLE OF CONTENTS

PART I. Financial InformationItem 1. Financial Statements (unaudited) 3Condensed Consolidated Balance Sheets 3Condensed Consolidated Statements of Income 4Condensed Consolidated Statements of Comprehensive Income 5Condensed Consolidated Statements of Cash Flows 6Condensed Consolidated Statements of Changes in Equity 7Notes to the Condensed Consolidated Financial Statements 9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34Item 3. Quantitative and Qualitative Disclosures About Market Risk 73Item 4. Controls and Procedures 74

PART II. OTHER INFORMATIONItem 1. Legal Proceedings 75Item 1A. Risk Factors 75Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 75Item 6. Exhibits 75Signatures 79

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Invesco Ltd.Condensed Consolidated Balance Sheets

(Unaudited)

As of

$ in millions, except per share data June 30, 2017 December 31, 2016

ASSETS Cash and cash equivalents 1,646.1 1,328.0

Unsettled fund receivables 1,017.9 672.9

Accounts receivable 533.3 544.2

Investments 642.6 795.3

Assets of consolidated investment products (CIP): Cash and cash equivalents of CIP 328.1 742.2

Accounts receivable and other assets of CIP 104.1 106.2

Investments of CIP 4,917.0 5,116.1

Assets held for policyholders 10,716.7 8,224.2

Prepaid assets 118.3 116.9

Other assets 75.7 95.0

Property, equipment and software, net 482.2 464.7

Intangible assets, net 1,397.0 1,399.4

Goodwill 6,269.5 6,129.2

Total assets 28,248.5 25,734.3

LIABILITIES Accrued compensation and benefits 475.1 654.3

Accounts payable and accrued expenses 788.3 812.4

Liabilities of CIP: Debt of CIP 3,929.5 4,403.1

Other liabilities of CIP 393.2 673.4

Policyholder payables 10,716.7 8,224.2

Unsettled fund payables 1,002.1 659.3

Long-term debt 2,074.8 2,102.4

Deferred tax liabilities, net 366.5 309.7

Total liabilities 19,746.2 17,838.8

Commitments and contingencies (See Note 11) TEMPORARY EQUITY Redeemable noncontrolling interests in consolidated entities 328.3 283.7

PERMANENT EQUITY Equity attributable to Invesco Ltd.: Common shares ($0.20 par value; 1,050.0 million authorized; 490.4 million shares issued as of June 30, 2017 and December 31, 2016) 98.1 98.1

Additional paid-in-capital 6,206.2 6,227.4

Treasury shares (2,788.9) (2,845.8)

Retained earnings 5,051.3 4,833.4

Accumulated other comprehensive income/(loss), net of tax (594.2) (809.3)

Total equity attributable to Invesco Ltd. 7,972.5 7,503.8

Equity attributable to nonredeemable noncontrolling interests in consolidated entities 201.5 108.0

Total permanent equity 8,174.0 7,611.8

Total liabilities, temporary and permanent equity 28,248.5 25,734.3

See accompanying notes.

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Invesco Ltd.Condensed Consolidated Statements of Income

(Unaudited)

Three months ended June 30, Six months ended June 30,

$ in millions, except per share data 2017 2016 2017 2016

Operating revenues: Investment management fees 1,010.4 946.7 1,965.6 1,860.3Service and distribution fees 211.3 203.4 417.7 401.1Performance fees 16.7 8.9 28.0 23.4Other 16.0 30.4 35.7 53.3Total operating revenues 1,254.4 1,189.4 2,447.0 2,338.1Operating expenses: Third-party distribution, service and advisory 365.9 348.4 715.2 695.6Employee compensation 365.6 350.3 762.4 694.7Marketing 29.1 28.3 53.5 53.2Property, office and technology 89.0 82.3 174.5 162.2General and administrative 85.9 78.6 163.9 156.5Total operating expenses 935.5 887.9 1,869.5 1,762.2Operating income 318.9 301.5 577.5 575.9Other income/(expense): Equity in earnings of unconsolidated affiliates 10.5 4.6 28.2 (7.6)Interest and dividend income 1.6 2.5 4.5 6.1Interest expense (23.6) (22.1) (47.6) (46.0)Other gains and losses, net 2.5 (4.2) 8.7 (8.9)Other income/(expense) of CIP, net 32.3 37.9 60.8 30.4Income before income taxes 342.2 320.2 632.1 549.9Income tax provision (92.6) (83.7) (168.3) (155.6)Net income 249.6 236.5 463.8 394.3Net (income)/loss attributable to noncontrolling interests in consolidated entities (10.0) (11.0) (12.2) (7.8)

Net income attributable to Invesco Ltd. 239.6 225.5 451.6 386.5

Earnings per share: -basic $0.58 $0.54 $1.10 $0.92-diluted $0.58 $0.54 $1.10 $0.92

Dividends declared per share $0.29 $0.28 $0.57 $0.55


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Invesco Ltd .Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


$ in millions 2017 2016 2017 2016

Net income 249.6 236.5 463.8 394.3Other comprehensive income/(loss), net of tax:

Currency translation differences on investments in foreign subsidiaries 147.4 (166.6) 210.0 (69.4)Actuarial (loss)/gain related to employee benefit plans — — (0.4) (0.4)Reclassification of prior service cost/(credit) into employee compensation expense — (1.8) — (3.4)Reclassification of actuarial (gain)/loss into employee compensation expense 0.5 0.5 1.1 0.8Share of other comprehensive income/(loss) of equity method investments 0.9 0.9 1.2 0.6Unrealized gains/(losses) on available-for-sale investments 0.9 (0.6) 4.0 1.7Reclassification of net (gains)/losses realized on available-for-sale investments included inother gains and losses, net (0.2) (0.1) (0.8) (0.3)

Other comprehensive income/(loss) 149.5 (167.7) 215.1 (70.4)Total comprehensive income/(loss) 399.1 68.8 678.9 323.9Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities (10.0) (8.5) (12.2) (5.3)

Comprehensive income/(loss) attributable to Invesco Ltd. 389.1 60.3 666.7 318.6


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Invesco Ltd.Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six months ended June 30,

$ in millions 2017 2016

Operating activities: Net income 463.8 394.3

Adjustments to reconcile net income to net cash provided by/(used in) operating activities: Amortization and depreciation 52.5 49.9

Share-based compensation expense 92.5 79.1

Other (gains)/losses, net (8.7) 8.9

Other (gains)/losses of CIP, net (38.1) (0.4)

Equity in earnings of unconsolidated affiliates (28.2) 7.6

Dividends from unconsolidated affiliates 1.2 0.9

Changes in operating assets and liabilities: (Increase)/decrease in cash held by CIP 407.0 (8.9)

(Purchase)/sale of investments by CIP, net (245.8) (118.5)

(Purchase)/sale of trading investments, net 174.5 (14.7)

(Increase)/decrease in receivables (2,324.5) (1,823.9)

Increase/(decrease) in payables 2,235.4 1,639.3

Net cash provided by/(used in) operating activities 781.6 213.6

Investing activities: Purchase of property, equipment and software (59.9) (65.3)

Purchase of available-for-sale investments (7.7) (4.1)

Sale of available-for-sale investments 57.6 5.7

Purchase of investments by CIP (3,080.5) (1,220.1)

Sale of investments by CIP 3,145.8 908.4

Purchase of other investments (87.6) (61.6)

Sale of other investments 63.3 53.3

Returns of capital and distributions from unconsolidated partnership investments 37.3 22.8

Purchase of business — (121.9)

Net cash provided by/(used in) investing activities 68.3 (482.8)

Financing activities: Purchases of treasury shares (57.3) (244.0)

Dividends paid (233.7) (230.6)

Excess tax benefits from share-based compensation — (3.1)

Third-party capital invested into CIP 299.7 141.1

Third-party capital distributed by CIP (62.9) (44.8)

Borrowings of debt by CIP 1,459.3 387.3

Repayments of debt by CIP (1,957.1) (75.9)

Net borrowings/(repayments) under credit facility (28.7) —

Payment of contingent consideration (7.2) (6.2)

Net cash provided by/(used in) financing activities (587.9) (76.2)

Increase/(decrease) in cash and cash equivalents 262.0 (345.4)

Foreign exchange movement on cash and cash equivalents 56.1 (59.8)

Cash and cash equivalents, beginning of period 1,328.0 1,851.4

Cash and cash equivalents, end of period 1,646.1 1,446.2

Supplemental Cash Flow Information: Interest paid (43.1) (33.3)

Interest received 2.0 3.3

Taxes paid (126.3) (98.6)See accompanying notes.

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Invesco Ltd.Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Equity Attributable to Invesco Ltd.

$ in millionsCo mmon

Shares

AdditionalPaid-in-Capital

TreasuryShares

RetainedEarnings

AccumulatedOther

ComprehensiveIncome/(Loss)

Total EquityAttributable to

Invesco Ltd.

NonredeemableNoncontrolling

Interests inConsolidated

Entities

TotalPermanent

Equity

RedeemableNoncontrolling


EntitiesTemporary

Equity

January 1, 2017 98.1 6,227.4 (2,845.8) 4,833.4 (809.3) 7,503.8 108.0 7,611.8 283.7Net income — — — 451.6 — 451.6 (4.4) 447.2 16.6Other comprehensive income — — — — 215.1 215.1 — 215.1 —Change in noncontrolling interests inconsolidated entities, net — — — — — — 97.9 97.9 28.0

Dividends — — — (233.7) — (233.7) — (233.7) —Employee share plans: Share-based compensation — 92.5 — — — 92.5 — 92.5 —Vested shares — (113.8) 113.8 — — — — — —Other share awards — 0.1 0.4 — — 0.5 — 0.5 —Purchase of shares — — (57.3) — — (57.3) — (57.3) —June 30, 2017 98.1 6,206.2 (2,788.9) 5,051.3 (594.2) 7,972.5 201.5 8,174.0 328.3


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Invesco Ltd.Consolidated Statements of Changes in Equity (continued)

(Unaudited)

Equity Attributable to Invesco Ltd.

$ in millionsCo mmon

Shares

AdditionalPaid-in-Capital

TreasuryShares

RetainedEarnings

AccumulatedOther

ComprehensiveIncome

Total EquityAttributable to

Invesco Ltd.

NonredeemableNoncontrolling


Entities

TotalPermanent

Equity

RedeemableNoncontrolling


EntitiesTemporary

Equity

January 1, 2016 98.1 6,197.7 (2,404.1) 4,439.6 (446.0) 7,885.3 810.4 8,695.7 167.3Adjustment for adoption of ASU 2015-02 — — — — — — (733.5) (733.5) 226.6January 1, 2016, as adjusted 98.1 6,197.7 (2,404.1) 4,439.6 (446.0) 7,885.3 76.9 7,962.2 393.9Net income — — — 386.5 — 386.5 (2.3) 384.2 10.1Other comprehensive income — — — — (67.9) (67.9) — (67.9) (2.5)Change in noncontrolling interests inconsolidated entities, net — — — — — — (0.4) (0.4) (88.9)

Dividends — — — (230.6) — (230.6) — (230.6) —Employee share plans: Share-based compensation — 79.1 — — — 79.1 — 79.1 —Vested shares — (94.5) 94.5 — — — — — —Other share awards — 0.2 0.4 — — 0.6 — 0.6 —Tax impact of share-based payment — (3.1) — — — (3.1) — (3.1) —Purchase of shares — (30.0) (364.0) — — (394.0) — (394.0) —

June 30, 2016 98.1 6,149.4 (2,673.2) 4,595.5 (513.9) 7,655.9 74.2 7,730.1 312.6


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Invesco Ltd.Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1 . ACCOUNTING POLICIES

Corporate Information

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

Certain disclosures included in the company's annual report on Form 10-K for the year ended December 31, 2016 (annual report or Form 10-K) are not required to be included on an interim basisin the company's quarterly reports on Forms 10-Q (Report). The company has condensed or omitted these disclosures. Therefore, this Report should be read in conjunction with the company'sannual report.

Basis of Accounting and Consolidation

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financialinformation and with rules and regulations of the Securities and Exchange Commission and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion ofmanagement, the financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair statement of the financial condition and results of operationsfor the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.

Money Market Fee Waivers

The company is currently voluntarily providing yield support waivers of its management fees on certain money market funds to ensure that they maintain a minimum level of daily net investmentincome. During the three and six months ended June 30, 2017 , yield support waivers resulted in a reduction of investment management and service and distribution fees of approximately $1.1million and $3.0 million , respectively. During the three and six months ended June 30, 2017 , approximately 72% and 66% , respectively, of yield support waivers are offset by a reduction in thirdparty distribution, service and advisory expenses, resulting in a net waiver of $0.3 million and $1.0 million for the three and six months ended June 30, 2017 , respectively. The company hasprovided yield support waivers in prior periods and may increase or decrease the level of fee waivers in future periods.

Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) which revises revenuerecognition criteria and expands disclosure requirements. This new guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The company willimplement this new accounting standard on January 1, 2018. However, a decision on the adoption method has not been made as of the date of this Report. There are certain elements of this newaccounting guidance that are still being interpreted. For example, the AICPA Asset Management Task Force is assessing ten implementation topics and, as of this reporting date, only four of the tentopics have been finalized. The underlying premise of the new guidance requires the employment of a five step model to determine the amount of revenue that reflects the consideration to which thecompany expects to be entitled for the transfer of services to customers and the timing of recognition. In addition, ASU 2014-09 also requires certain costs to obtain and fulfill contracts withcustomers to be capitalized, if they meet certain criteria. Capitalized contract costs are subject to amortization and periodic impairment testing. A key part of management’s implementation efforts isthe detailed review of the terms and conditions of a sample of revenue contracts covering a broad range of products across geographic locations. This review is complete. The company does notanticipate a significant change in the timing of revenue recognition for management and service fee revenues. Performance fees (including carried interest) are under evaluation; the timing ofrecognition will be driven by the terms of each performance fee arrangement. We continue to assess the impact of the rule changes on required disclosures, the accounting for costs associated withrevenue contracts, and gross versus net revenue presentation. The above findings are based on our work performed to date. Further impacts may be identified as we continue our assessment and asadditional guidance (including interpretive guidance) is issued.

In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (ASU 2016-09).The standard is intended to simplify aspects of the accounting for share-based payment transactions, including income tax impacts, classification on the statement of cash

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flows, and forfeitures. The company adopted ASU 2016-09 on January 1, 2017. One of the impacts of the new rules is that excess tax benefits and tax deficiencies related to vested awards are nolonger recorded in additional paid-in-capital but rather as an income tax expense or benefit. This provision requires a prospective approach to adoption. In the three and six months ended June 30,2017 , the recognition of excess tax benefits reduced our income tax provision by $0.9 million and $2.2 million , respectively.

Another change resulting from the adoption of ASU 2016-09 relates to the presentation of excess tax benefits and tax deficiencies in the Condensed Consolidated Statements of Cash Flows. Thestandard requires that excess tax benefits and tax deficiencies be shown as operating cash flows within the Condensed Consolidated Statements of Cash Flows; previously, the company reportedthese cash flow activities as financing cash flows. The company elected to use a prospective approach to adoption related to this provision and in the six months ended June 30, 2017 , $2.2 millioncash inflows were included within the increase/(decrease) in payables as an operating cash flow in the Condensed Consolidated Statements of Cash Flows. ASU 2016-09 requires that employeetaxes paid when shares are withheld for tax withholding purposes be reported as a financing activity in the Condensed Consolidated Statements of Cash Flows. The company has retrospectivelyadopted this change and included $57.3 million in financing activities for the six months ended June 30, 2017 ( six months ended June 30, 2016 : $39.0 million ). Additionally, the new rules allowcompanies to elect to continue to account for forfeitures using an estimate or instead to elect to account for forfeitures as they occur. The company elected to continue to account for forfeituresusing an estimate. The company anticipates fluctuations in its effective tax rate as a result of the excess tax benefits or tax deficiencies being recorded to the income tax provision, particularly in thefirst quarter of each year when annual share awards vest.

In October 2016, the FASB issued Accounting Standards Update 2016-17, “Consolidation: Interests Held through Related Parties That Are under Common Control” (ASU 2016-17). The standardaddresses how a reporting entity determines if it satisfies the characteristics of a primary beneficiary of a variable interest entity (VIE) and which party within a group is considered the primarybeneficiary. The company adopted ASU 2016-17 on January 1, 2017 and determined that this guidance did not materially change the company's consolidation conclusions.

In February 2017, the FASB issued Accounting Standards Update 2017-05, “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of AssetDerecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (ASU 2017-05). The standard clarifies the scope of accounting for gains and losses from the derecognition ofnonfinancial assets and adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years and interim periods within those years beginning after December 15, 2017and must be adopted at the same time as ASU 2014-09. The amendments allow either a retrospective or modified retrospective approach to adoption, and early adoption is permitted. The companyis currently evaluating the impact of this standard.

In March 2017, the FASB issued Accounting Standard Update 2017-07, “Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net PeriodicPostretirement Benefit Cost” (ASU 2017-07). The amendments require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendmentsalso provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow that only the service cost component of netbenefit cost is eligible for capitalization. ASU 2017-07 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The amendments require primarily aretrospective approach to adoption. The application of the new rules will result in the reclassification of pension related costs within the Consolidated Statements of Income and no impact to theresults of operations.

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2 . FAIR VALUE OF ASSETS AND LIABILITIES

The carrying value and fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 12 , "ConsolidatedInvestment Products."

June 30, 2017 December 31, 2016

$ in millionsFootnoteReference Carrying Value Fair Value Carrying Value Fair Value

Cash and cash equivalents 1,646.1 1,646.1 1,328.0 1,328.0Available-for-sale investments 3 108.3 108.3 154.0 154.0Trading investments 3 228.5 228.5 329.6 329.6Foreign time deposits * 3 22.3 22.3 26.9 26.9Assets held for policyholders 10,716.7 10,716.7 8,224.2 8,224.2Policyholder payables * (10,716.7) (10,716.7) (8,224.2) (8,224.2)Put option contracts 4.3 4.3 21.8 21.8UIT-related financial instruments sold, not yet purchased (1.1) (1.1) (6.0) (6.0)Contingent consideration liability (69.2) (69.2) (78.2) (78.2)Long-term debt * 4 (2,074.8) (2,265.3) (2,102.4) (2,206.5)____________* These financial instruments are not measured at fair value on a recurring basis. See the indicated footnotes or most recently filed Form 10-K for additional information about the carrying and

fair values of these financial instruments. Foreign time deposits are measured at cost plus accrued interest, which approximates fair value, and are accordingly classified as Level 2 securities.

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs into the valuation of an asset or liability as of the measurement date. Thethree 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 orcomparable 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 onthe 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 thevaluation hierarchy.

Cashequivalents

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 (NAV) of the underlyingfunds, and are classified within level 1 of the valuation hierarchy.

Available-for-saleinvestments

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; there is nomodeling or additional information needed to arrive at the fair values of these investments. At June 30, 2017 and December 31, 2016 , investments in collateralized loan obligations (CLOs) werevalued using pricing information obtained by an independent third-party pricing source. Other debt securities are valued using a cost valuation technique due to the lack of available cash flow andmarket data and are accordingly classified within level 3 of the valuation hierarchy.

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Tradinginvestments

• Investments related to deferred compensation plans

Investments related to deferred compensation plans are valued under the market approach through the use of quoted prices in an active market and are classified within level 1 of thevaluation hierarchy.

• Seed money

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; there isno modeling or additional information needed to arrive at the fair values of these investments.

• Other equity securities

Other equity securities consist of investments in publicly-traded equity securities. These securities are valued under the market approach through the use of quoted prices on an exchange.To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized within level 1 of the valuation hierarchy; otherwise, they are categorized inlevel 2.

• UIT-related equity and debt securities

The company invests in Unit Investment Trust (UIT)-related equity and debt securities consisting of investments in corporate equities, UITs, and municipal securities. Each is discussedmore fully below.

Corporateequities

The company temporarily holds investments in corporate equities for purposes of creating a UIT. Corporate equities are valued under the market approach through use of quotedprices on an exchange. To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized within level 1 of the valuation hierarchy;otherwise, they are categorized in level 2.

UITs

The company may hold units of its sponsored UITs at period-end for sale in the primary market or secondary market. Equity UITs are valued under the market approach through useof quoted prices on an exchange. Fixed income UITs are valued using recently executed transaction prices, market price quotations (where observable), bond spreads, or credit defaultswap spreads. The spread data used is for the same maturities as the underlying bonds. If the spread data does not reference the issuers, then data that references comparable issuers isused. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond or single name credit default spreads, andrecovery rates based on collateral value as key inputs. Depending on the nature of the inputs, these investments are categorized as level 1, 2, or 3.

Putoptioncontracts

The company has purchased put option contracts to hedge economically foreign currency risk on the translation of a portion of itsPound Sterling-denominated earnings and Euro-denominated earnings into U.S. Dollars (purchases of $3.9 million and $8.1 million in the three and six months ended June 30, 2017 , respectively;three and six months ended June 30, 2016: zero and $7.0 million , respectively). These were the only contracts entered into during the period to hedge economically foreign currency risk on thetranslation of a portion of the Pound Sterling-denominated earnings and provide coverage through December 31, 2018 . The contracts entered into during 2016 to hedge economically foreigncurrency risk on the translation of a portion of the Euro-denominated earnings provide coverage through December 27, 2017 .

The economic hedge is predominantly triggered upon the impact of a significant decline in the respective Pound Sterling/U.S. Dollar foreign exchange rate or Euro/U.S. Dollar foreign exchangerate. Open put option contracts are marked-to-market through earnings, which are recorded in the company's Condensed Consolidated Statements of Income in other gains and losses, net. Thesederivative contracts are valued using option valuation models and are included in other assets in the company's Condensed Consolidated Balance Sheets. The significant inputs in these models(volatility, forward points and swap curves) are readily available in public markets or can be derived from observable market transactions for substantially the full terms of the contracts and areclassified within level 2 of the valuation hierarchy. The company recognized a net loss of $9.2 million and $17.4 million in the three and six months ended June 30, 2017 , respectively ( three andsix months ended June 30, 2016 : $6.6 million and $9.1 million net gain, respectively) related to the change in market value of these put option contracts.

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Deferredcompensation-relatedtotalreturnswap

In addition to holding trading investments, in 2017 the company purchased a total return swap (TRS) to hedge economically certain of these deferred compensation liabilities. The notional valueof the total return swap at June 30, 2017 was $106.2 million and its market value was $0.1 million . The market value of the TRS was determined under the market approach using quoted prices ofthe underlying investments. The TRS is classified as level 2 of the valuation hierarchy. During the three months ended June 30, 2017, market valuation gains of $2.5 million were recognized inother gains and losses, net.

Assetsheldforpolicyholders

Assets held for policyholders 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 thevaluation hierarchy. The policyholder payables are indexed to the value of the assets held for policyholders and are therefore not included in the tables below.

ContingentConsiderationLiability

During 2015 , the company acquired certain investment management contracts from Deutsche Bank. Indefinite-lived intangible assets were valued at $119.3 million . This transaction was a non-cash investing activity during that period. The purchase price was comprised solely of contingent consideration payable in future periods, and is linked to future revenues generated from thecontracts. The contingent consideration liability was recorded at fair value as of the date of acquisition using a discounted cash flow model, and is categorized within level 3 of the valuationhierarchy. Anticipated future cash flows were determined using forecasted assets under management (AUM) levels and discounted back to the valuation date. The company reassesses significantunobservable inputs during each reporting period. At June 30, 2017 inputs used in the model included assumed growth rates in AUM ranging from 0.69% to 4.4% (weighted average growth rate of2.19% ) and a discount rate of 3.69% . Changes in fair value are recorded in other gains and losses, net in the Condensed Consolidated Statements of Income in the period incurred. An increase inAUM levels and a decrease in the discount rate would increase the fair value of the contingent consideration liability while a decrease in forecasted AUM and an increase in the discount rate woulddecrease the liability.

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The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including major security type for equity and debtsecurities, which are measured at fair value on the company's Condensed Consolidated Balance Sheet as of June 30, 2017 :

As of June 30, 2017

$ in millionsFair Value

Measurements

Quoted Prices in ActiveMarkets for Identical

Assets(Level 1)

Significant OtherObservable Inputs

(Level 2)

SignificantUnobservable Inputs

(Level 3)

Assets: Cash equivalents:

Money market funds 795.1 795.1 — —Investments:*

Available-for-sale: Seed money 88.1 88.1 — —CLOs 10.4 — 10.4 —Other debt securities 9.8 — — 9.8

Trading investments: Investments related to deferred compensation plans 86.3 86.3 — —Seed money 121.5 121.5 — —Other equity securities 19.5 19.5 — —UIT-related equity and debt securities:

UITs 1.2 1.2 — —Assets held for policyholders 10,716.7 10,716.7 — —Put option contracts 4.3 — 4.3 —

Total 11,852.9 11,828.4 14.7 9.8

Liabilities: UIT-related financial instruments sold, not yet purchased:

Exchange traded funds (1.1) (1.1) — —Contingent consideration liability (69.2) — — (69.2)

Total (70.3) (1.1) — (69.2)____________

* Foreign time deposits of $22.3 million are excluded from this table. Equity method and other investments of $277.4 million and $6.1 million , respectively, are also excluded from this table.These investments are not measured at fair value, in accordance with applicable accounting standards.

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The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including major security type for equity and debtsecurities, which are measured at fair value on the company's Condensed Consolidated Balance Sheet as of December 31, 2016 :

As of December 31, 2016


Measurements


Assets(Level 1)


(Level 2)


(Level 3)

Assets: Cash equivalents:

Money market funds 476.2 476.2 — —Investments:*

Available-for-sale: Seed money 127.9 127.9 — —CLOs 12.9 — — 12.9Other debt securities 13.2 — — 13.2

Trading investments: Investments related to deferred compensation plans 170.5 170.5 — —Seed Money 121.9 121.9 — —Other equity securities 30.4 30.4 — —UIT-related equity and debt securities:

Corporate equities 1.2 1.2 — —UITs 5.6 5.6 — —

Assets held for policyholders 8,224.2 8,224.2 — —Put option contracts 21.8 — 21.8 —

Total 9,205.8 9,157.9 21.8 26.1

Liabilities: UIT-related financial instruments sold, not yet purchased:

Exchange traded funds (5.2) (5.2) — —US treasury securities (0.8) (0.8) — —

Contingent consideration liability (78.2) — — (78.2)

Total (84.2) (6.0) — (78.2)____________

* Foreign time deposits of $26.9 million are excluded from this table. Equity method and other investments of $279.0 million and $5.8 million , respectively, are also excluded from this table.These investments are not measured at fair value, in accordance with applicable accounting standards.

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The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets and liabilities during the three and six months ended June 30, 2017 and June 30,2016 , which are valued using significant unobservable inputs:

Three months ended June 30, 2017 Six months ended June 30, 2017

$ in millionsContingent

Consideration Liability Other DebtSecurities

ContingentConsideration Liability CLOs

Other DebtSecurities

Beginning balance (74.1) 12.9 (78.2) 12.9 13.2Purchases/acquisitions — — — — 7.3Net unrealized gains and losses included in other gains and losses, net* 1.3 (2.2) 1.8 — (2.2)Disposition/settlements 3.6 (0.9) 7.2 — (8.5)Transfer from level 3 to level 2 — — — (12.9) —

Ending balance (69.2) 9.8 (69.2) — 9.8

Three months ended June 30, 2016 Six months ended June 30, 2016

$ in millions

ContingentConsideration

Liability CLOs Other DebtSecurities

ContingentConsideration

Liability CLOs Other DebtSecurities

Beginning balance (77.2) 11.8 4.3 (83.9) 1.4 5.9Adjustment for adoption of ASU 2015-02 — — — — 11.5 —Beginning balance, as adjusted (77.2) 11.8 4.3 (83.9) 12.9 5.9Returns of capital — (0.8) (1.0) — (1.3) (2.6)Net unrealized gains and losses included in other gains and losses, net* (15.1) — — (11.6) — —Net unrealized gains and losses included in accumulated othercomprehensive income/(loss) * — 0.5 — — (0.1) —

Disposition/settlements 3.0 — — 6.2 — —

Ending balance (89.3) 11.5 3.3 (89.3) 11.5 3.3

_______________* These unrealized gains and losses are attributable to balances still held at the respective period ends.

3 . INVESTMENTS

The disclosures below include details of the company's investments. Investments held by CIP are detailed in Note 12 , "Consolidated Investment Products."

$ in millions June 30, 2017 December 31, 2016

Available-for-sale investments: Seed money 88.1 127.9CLOs 10.4 12.9Other debt securities 9.8 13.2

Trading investments: Investments related to deferred compensation plans 86.3 170.5Seed money 121.5 121.9Other equity securities 19.5 30.4

UIT-related equity and debt securities 1.2 6.8Equity method investments 277.4 279.0Foreign time deposits 22.3 26.9Other 6.1 5.8

Total investments 642.6 795.3

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Available for sale investments

Realized gains and losses recognized in the Condensed Consolidated Statements of Income during the period from investments classified as available-for-sale are as follows:

For the three months ended June 30, 2017 For the six months ended June 30, 2017

$ in millionsProceeds from

Sales Gross Realized

Gains Gross Realized

Losses Proceeds from



Losses

Seed money 12.3 — (0.7) 46.5 0.9 (1.3)CLOs 0.6 0.1 — 2.6 0.4 —Other debt securities 0.9 0.8 — 8.5 0.8 —

13.8 0.9 (0.7) 57.6 2.1 (1.3)

For the three months ended June 30, 2016 For the six months ended June 30, 2016

$ in millionsProceeds from



Losses Proceeds from



Losses

Seed money 0.6 0.1 — 1.8 0.4 —CLOs 0.8 — — 1.3 — —Other debt securities 1.0 — — 2.6 — —

2.4 0.1 — 5.7 0.4 —

Upon the sale of available-for-sale securities, net realized gains of $0.2 million and $0.8 million were transferred from accumulated other comprehensive income/(loss) into the CondensedConsolidated Statements of Income during the three and six months ended June 30, 2017 , respectvely ( three and six months ended June 30, 2016 : $0.1 million and $0.4 million , respectively). Thespecific 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 other comprehensive income/(loss) from available-for-sale investments are presented in the table below:

June 30, 2017 December 31, 2016

$ in millions Cost Gross Unrealized

Holding Gains Gross UnrealizedHolding Losses Fair Value Cost

Gross UnrealizedHolding Gains

Gross UnrealizedHolding Losses Fair Value

Seed money 82.7 7.2 (1.8) 88.1 127.2 6.8 (6.1) 127.9CLOs 7.3 3.1 — 10.4 9.2 3.7 — 12.9Other debt securities 9.8 — — 9.8 13.2 — — 13.2

99.8 10.3 (1.8) 108.3 149.6 10.5 (6.1) 154.0

At June 30, 2017 , 87 seed money funds ( December 31, 2016 : 103 seed money funds) had incurred gross unrealized holding losses. The following table provides a breakdown of the unrealizedlosses.

June 30, 2017 December 31, 2016

$ in millions Fair Value Gross Unrealized

Losses Fair Value Gross Unrealized

Losses

Less than 12 months 17.4 (0.4) 1.9 (0.2)12 months or greater 37.9 (1.4) 56.4 (5.9)

Total 55.3 (1.8) 58.3 (6.1)

The company has reviewed investment securities for other-than-temporary impairment (OTTI) in accordance with its accounting policy and has recognized $3.2 million of other-than-temporaryimpairment charges on available-for-sale investments during the six months ended June 30, 2017 ( six months ended June 30, 2016 : none ). In contemplation of OTTI, the company conducts areview of the financial condition and near-term prospects of the underlying securities as well as the severity and duration of any declines in fair value. No OTTI is recorded for seeded funds whichare expected to recover their value over time and for which the company has the intent and ability to hold the securities until this recovery occurs. For CLO

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investments, the company reviewed the estimated future cashflows of each CLO. If the present value of the estimated future cashflows is lower than the carrying value of the investment and there isan adverse change in estimated cashflows, the impairment is considered to be other than temporary. During the six months ended June 30, 2017 and 2016 , no other-than-temporary impairmentrelated to credit related factors was recognized.

Available-for-sale debt securities as of June 30, 2017 by maturity, are set out below:

Available-for-Sale (Fair Value)

Less than one year 10.1One to five years 0.2Five to ten years 9.9Greater than ten years —

Total available-for-sale 20.2

Trading investments

The portion of trading gains and losses for the three and six months ended June 30, 2017 , that relates to trading securities still held at June 30, 2017 , was a $5.4 million net gain and $10.2 millionnet gain , respectively ( three and six months ended June 30, 2016 : $3.3 million net gain and $1.6 million net gain , respectively).

4 . LONG-TERM DEBT

The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 12 , “Consolidated Investment Products.”

June 30, 2017 December 31, 2016

$ in millions Carrying Value** Fair Value Carrying Value** Fair Value

Floating rate credit facility expiring August 7, 2020 — — 28.7 28.7Unsecured Senior Notes*: $600 million 3.125% - due November 30, 2022 596.6 618.1 596.3 604.7$600 million 4.000% - due January 30, 2024 593.6 637.9 593.2 625.3$500 million 3.750% - due January 15, 2026 494.8 523.7 494.5 506.4$400 million 5.375% - due November 30, 2043 389.8 485.6 389.7 441.4

Long-term debt 2,074.8 2,265.3 2,102.4 2,206.5

____________* The company's senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.

** The difference between the principal amounts and the carrying values of the senior notes in the table above reflect the unamortized debt issuance costs and discounts.

The issuer of the senior notes is an indirect 100% owned finance subsidiary of the Parent, and the Parent fully and unconditionally guarantees the securities. The requirement of certainsubsidiaries of the Parent to maintain minimum levels of capital and other similar provisions of applicable law may have the effect of limiting withdrawals of capital, repayment of intercompanyloans and payment of dividends by such entities.

The fair market value of the company's senior notes was determined by market quotes provided by Bloomberg, which is considered a level 2 valuation input. 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.

At June 30, 2017 , the company's outstanding senior notes of $2,074.8 million mature in periods greater than five years from the balance sheet date. The floating rate credit facility will expire inless than five years .

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At June 30, 2017 , the outstanding balance on the $1.25 billion credit facility was zero ( December 31, 2016 : $28.7 million ). The credit facility will bear interest at (i) LIBOR for specifiedborrowing periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50% and (c) LIBOR for an interest period of one monthplus 1.00% ), plus, in either case, an applicable incremental margin determined with reference to the higher of the available credit ratings of the company or its indirect subsidiary Invesco FinancePLC. Based on credit ratings as of June 30, 2017 of the company, the applicable incremental margin for LIBOR-based loans was 0.875% and for base rate loans was 0.00% . In addition, thecompany is required to pay the lenders a facility fee on the aggregate commitments of the lenders (whether or not used) at a rate per annum which is based on the higher of the available creditratings of the company or its indirect subsidiary Invesco Finance PLC. Based on credit ratings as of June 30, 2017 , the annual facility fee was equal to 0.125% .

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

The credit agreement governing the credit facility also contains customary provisions regarding events of default which could result in an acceleration or increase in amounts due, including(subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvencyproceedings, change of control, certain judgments, ERISA matters, cross-default to other debt agreements, governmental action prohibiting or restricting the company or its subsidiaries in a mannerthat has a material adverse effect and failure of certain guaranty obligations. The company is in compliance with all regulatory minimum net capital requirements.

The lenders (and their respective affiliates) may have provided, and may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, leasing, foreignexchange, trust or other advisory services to the company and its subsidiaries and affiliates. These parties may have received, and may in the future receive, customary compensation for theseservices.

The company maintains approximately $10.3 million in letters of credit from a variety of banks. The letters of credit are generally one -year automatically-renewable facilities and are maintainedfor various commercial reasons.

5 . SHARE CAPITAL

The number of common shares and common share equivalents issued are represented in the table below:

As of

In millions June 30, 2017 December 31, 2016

Common shares issued 490.4 490.4Less: Treasury shares for which dividend and voting rights do not apply (83.5) (86.6)

Common shares outstanding 406.9 403.8

Total treasury shares at June 30, 2017 were 92.8 million ( December 31, 2016 : 95.9 million ), including 9.3 million unvested restricted stock awards ( December 31, 2016 : 9.3 million ) forwhich dividend and voting rights apply. The market price of common shares at June 30, 2017 was $35.19 per share. The total market value of the company's 92.8 million treasury shares was $3.3billion at June 30, 2017 .

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6 . OTHER COMPREHENSIVE INCOME/(LOSS)

The components of accumulated other comprehensive income/(loss) were as follows:

For the three months ended June 30, 2017

$ in millionsForeign currency

translation Employee benefit

plans Equity method

investments Available-for-sale

investments Total

Other comprehensive income/(loss) net of tax: Currency translation differences on investments in foreign subsidiaries 147.4 — — — 147.4Reclassification of actuarial (gain)/loss into employee compensation expense — 0.5 — — 0.5Share of other comprehensive income/(loss) of equity method investments — — 0.9 — 0.9Unrealized gains/(losses) on available-for-sale investments, net of tax — — — 0.9 0.9Reclassification of net (gains)/losses realized on available-for-sale investments included inother gains and losses, net — — — (0.2) (0.2)

Other comprehensive income/(loss), net of tax 147.4 0.5 0.9 0.7 149.5 Beginning balance (617.3) (139.0) 5.1 7.5 (743.7)Other comprehensive income/(loss), net of tax 147.4 0.5 0.9 0.7 149.5

Ending balance (469.9) (138.5) 6.0 8.2 (594.2)

For the six months ended June 30, 2017



plans Equity method


investments Total

Other comprehensive income/(loss) net of tax: Currency translation differences on investments in foreign subsidiaries 210.0 — — — 210.0Actuarial (loss)/gain related to employee benefit plans, net of tax — (0.4) — — (0.4)Reclassification of actuarial (gain)/loss into employee compensation expense — 1.1 — — 1.1Share of other comprehensive income/(loss) of equity method investments — — 1.2 — 1.2Unrealized gains/(losses) on available-for-sale investments — — — 4.0 4.0Reclassification of net (gains)/losses realized on available-for-sale investments included inother gains and losses, net — — — (0.8) (0.8)

Other comprehensive income/(loss), net of tax 210.0 0.7 1.2 3.2 215.1 Beginning balance (679.9) (139.2) 4.8 5.0 (809.3)Other comprehensive income/(loss), net of tax 210.0 0.7 1.2 3.2 215.1

Ending balance (469.9) (138.5) 6.0 8.2 (594.2)

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For the three months ended June 30, 2016



plans Equity method


investments Total

Other comprehensive income/(loss) net of tax: Currency translation differences on investments in foreign subsidiaries (166.6) — — — (166.6)Reclassification of prior service cost/(credit) into employee compensation expense — (1.8) — — (1.8)Reclassification of actuarial (gain)/loss into employee compensation expense — 0.5 — — 0.5Share of other comprehensive income/(loss) of equity method investments — — 0.9 — 0.9Unrealized gains/(losses) on available-for-sale investments — — — (0.6) (0.6)Reclassification of net (gains)/losses realized on available-for-sale investmentsincluded in other gains and losses, net — — — (0.1) (0.1)

Other comprehensive income/(loss) (166.6) (1.3) 0.9 (0.7) (167.7) Beginning balance (268.6) (87.3) 5.6 1.6 (348.7)Other comprehensive income/(loss) (166.6) (1.3) 0.9 (0.7) (167.7)Other comprehensive (income)/loss attributable to noncontrolling interests 2.5 — — — 2.5

Ending balance (432.7) (88.6) 6.5 0.9 (513.9)

For the six months ended June 30, 2016



plans Equity method


investments Total

Other comprehensive income/(loss) net of tax: Currency translation differences on investments in foreign subsidiaries (69.4) — — — (69.4)Actuarial (loss)/gain related to employee benefit plans — (0.4) — — (0.4)Reclassification of prior service cost/(credit) into employee compensation expense — (3.4) — — (3.4)Reclassification of actuarial (gain)/loss into employee compensation expense — 0.8 — — 0.8Share of other comprehensive income/(loss) of equity method investments — — 0.6 — 0.6Unrealized gains/(losses) on available-for-sale investments — — — 1.7 1.7Reclassification of net (gains)/losses realized on available-for-sale investmentsincluded in other gains and losses, net — — — (0.3) (0.3)

Other comprehensive income/(loss) (69.4) (3.0) 0.6 1.4 (70.4) Beginning balance (365.8) (85.6) 5.9 (0.5) (446.0)Other comprehensive income/(loss) (69.4) (3.0) 0.6 1.4 (70.4)Other comprehensive (income)/loss attributable to noncontrolling interests 2.5 — — — 2.5

Ending balance (432.7) (88.6) 6.5 0.9 (513.9)

Net Investment Hedge

During the second quarter of 2016, the Company designated certain intercompany debt as a non-derivative net investment hedging instrument against foreign currency exposure related to its netinvestment in foreign operations. At June 30, 2017 , £130.0 million ( $168.9 million ) of intercompany debt was designated as a net investment hedge. For the six months ended June 30, 2017 , theCompany recognized foreign currency losses of $8.3 million resulting from the net investment hedge within currency translation differences on investments in foreign subsidiaries in othercomprehensive income. No hedge ineffectiveness was recognized in income.

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7 . SHARE-BASED COMPENSATION

The company recognized total expenses of $92.5 million and $79.1 million related to equity-settled share-based payment transactions in the six months ended June 30, 2017 and 2016 ,respectively.

Share Awards

Movements on share awards during the periods ended June 30 , are detailed below:

For the six months ended June 30, 2017 For the six months ended June 30, 2016

Millions of shares, except fair values Time- Vested Performance- Vested

Weighted AverageGrant Date Fair Value

($) Time- Vested Performance- Vested

Unvested at the beginning of period 12.1 0.8 31.22 10.4 0.6Granted during the period 5.1 0.3 32.18 6.3 0.4Forfeited during the period (0.3) — 31.50 (0.1) —Vested and distributed during the period (4.7) (0.2) 31.34 (4.1) (0.2)

Unvested at the end of the period 12.2 0.9 31.57 12.5 0.8

The total fair value of shares that vested during the six months ended June 30, 2017 was $155.1 million ( six months ended June 30, 2016 : $118.1 million ). The weighted average grant date fairvalue of the U.S. Dollar share awards that were granted during the six months ended June 30, 2017 was $32.18 ( six months ended June 30, 2016 : $27.39 ).

At June 30, 2017 , there was $343.1 million of total unrecognized compensation cost related to non-vested share awards; that cost is expected to be recognized over a weighted average period of2.73 years .

8 . RETIREMENT BENEFIT PLANS

Defined Contribution Plans

The total amounts charged to the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2017 of $15.8 million and $32.7 million , respectively ( three and sixmonths ended June 30, 2016 : $15.2 million and $30.4 million , respectively) represent contributions paid or payable to the defined contribution plans by the company at rates specified in the rulesof the plans. As of June 30, 2017 , accrued contributions of $15.9 million ( December 31, 2016 : $23.1 million ) for the current year will be paid to the plans.

Defined Benefit Plans

The company maintains legacy defined benefit pension plans for qualifying employees of its subsidiaries in the U.K., Ireland, Germany and Taiwan. The postretirement medical plan wasterminated effective December 31, 2016. The components of net periodic benefit cost in respect of these defined benefit plans are as follows:

For the three months ended June 30, For the six months ended June 30,

$ in millions 2017 2016 2017 2016Service cost 1.2 1.4 2.4 2.8

Interest cost 4.1 4.4 8.2 8.8

Expected return on plan assets (5.4) (5.7) (10.8) (11.4)

Amortization of net actuarial (gain)/loss 0.7 0.5 1.3 1.0

Net periodic benefit cost/(benefit) 0.6 0.6 1.1 1.2

The estimated contributions expected to be paid to the plans during 2017 are $11.2 million . Payments made to the plans during the six months ended June 30, 2017 were $5.6 million .

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9 . TAXATION

At June 30, 2017 , the total amount of gross unrecognized tax benefits was $10.8 million as compared to the December 31, 2016 total of $10.5 million .

10 . EARNINGS PER SHARE

The calculation of earnings per share is as follows:

For the three months ended June 30, For the six months ended June 30,

In millions, except per share data 2017 2016 2017 2016

Net income $249.6 $236.5 $463.8 $394.3Net (income)/loss attributable to noncontrolling interests in consolidated entities (10.0) (11.0) (12.2) (7.8)Net income attributable to Invesco Ltd. 239.6 225.5 451.6 386.5Less: Allocation of earnings to restricted shares (7.2) (6.7) (13.6) (10.9)

Net income attributable to common shareholders $232.4 $218.8 $438.0 $375.6

Invesco Ltd: Weighted average shares outstanding - basic 409.9 418.9 408.8 418.8Dilutive effect of non-participating share-based awards 0.4 0.2 0.4 0.3

Weighted average shares outstanding - diluted 410.3 419.1 409.2 419.1

Common shareholders: Weighted average shares outstanding - basic 409.9 418.9 408.8 418.8Less: Weighted average restricted shares (12.4) (12.5) (12.3) (11.8)Weighted average common shares outstanding - basic 397.5 406.4 396.5 407.0Dilutive effect of non-participating share-based awards 0.4 0.2 0.4 0.3

Weighted average common shares outstanding - diluted 397.9 406.6 396.9 407.3

Earnings per share: Basic earnings per share $0.58 $0.54 $1.10 $0.92Diluted earnings per share $0.58 $0.54 $1.10 $0.92

See Note 7 , “Share-Based Compensation,” for a summary of share awards outstanding under the company's share-based compensation programs. These programs could result in the issuance ofcommon shares from time to time that would affect the measurement of basic and diluted earnings per share.

There were zero and 0.3 million shares of performance-vested awards and no time-vested awards excluded from the computation of diluted earnings per share during the three and six monthsended June 30 , 2017 , respectively, due to their inclusion being anti-dilutive ( three and six months ended June 30, 2016 : none ). There were 0.1 million contingently issuable shares excluded fromthe diluted earnings per share computation during the three and six months ended June 30, 2017 ( three and six months ended June 30, 2016 : 0.2 million ), because the necessary performanceconditions for the shares to be issuable had not yet been satisfied at the end of the respective period.

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11 . COMMITMENTS AND CONTINGENCIES

Commitments and contingencies may arise in the ordinary course of business.

Off Balance Sheet Commitments

The company has transactions with various private equity, real estate and other investment entities sponsored by the company for the investment of client assets in the normal course of business.Many of the company's investment products are structured as limited partnerships. The company's investment may take the form of the general partner or a limited partner. The entities arestructured such that each partner makes capital commitments that are to be drawn down over the life of the partnership as investment opportunities are identified. At June 30, 2017 , the company'sundrawn capital commitments were $216.3 million ( December 31, 2016 : $204.1 million ).

The Parent and various company subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other company subsidiaries. The company would berequired to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Legal Contingencies

The company is from time to time involved in litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict theimpact a particular lawsuit will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: theproceeding is in its early stages; the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presentsnovel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in anyultimate liability.

In management’s opinion, adequate accrual has been made as of June 30, 2017 to provide for any such losses that may arise from matters for which the company could reasonably estimate anamount. Management is of the opinion that the ultimate resolution of such claims will not materially affect the company’s business, financial position, results of operation or liquidity. Furthermore,in management’s opinion, it is not possible to estimate a range of reasonably possible losses with respect to other litigation contingencies.

The investment management industry also is subject to extensive levels of ongoing regulatory oversight and examination. In the United States, United Kingdom, and other jurisdictions in whichthe company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company's compliance with applicablelaws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company and related entities and individuals in theUnited States, United Kingdom, and other jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/orlitigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

In a separate matter, a Canadian subsidiary of the company had previously received assessments related to prior taxation periods up to and including the year ended December 31, 2012 for goodsand services tax that the Canada Revenue Agency (CRA) believes should be levied on certain fees payable. The assessments, including applicable interest, are approximately $ 6.6 million . Thecompany has secured a letter of credit in the same amount, which has been posted with the CRA as security for payment. The company objected to and appealed the assessments, and in May 2017,the Tax Court of Canada ruled in favor of the CRA. The company filed an appeal with the Federal Court of Appeal in June 2017. Management, with advice from advisors and counsel, believes it ismore likely than not that its position will prevail upon appeal, and accordingly no provision has been recorded in the Condensed Consolidated Financial Statements. However, in the event thecompany were not to prevail, additional taxes and interest payable in relation to taxation periods after December 31, 2012 are estimated in the amount of $6.5 million .

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12 . CONSOLIDATED INVESTMENT PRODUCTS

The following table presents the balances related to CIP that are included on the Condensed Consolidated Balance Sheets as well as Invesco's net interest in the CIP for each period presented. AtJune 30, 2017 all CIP are VIEs.

As of


Cash and cash equivalents of CIP 328.1 742.2Accounts receivable and other assets of CIP 104.1 106.2Investments of CIP 4,917.0 5,116.1Less: Debt of CIP (3,929.5) (4,403.1)Less: Other liabilities of CIP (393.2) (673.4)Less: Retained earnings 16.2 19.0Less: Accumulated other comprehensive income, net of tax (15.0) (18.0)Less: Equity attributable to redeemable noncontrolling interests (328.3) (283.7)Less: Equity attributable to nonredeemable noncontrolling interests (200.6) (107.2)

Invesco's net interests in CIP 498.8 498.1

The following tables reflect the impact of consolidation of investment products into the Condensed Consolidated Statements of Income for the three and six months ended June 30 , 2017 and2016 :

Three months ended June 30,


Total operating revenues (6.3) (5.1)Total operating expenses 2.2 7.9

Operating income (8.5) (13.0)Equity in earnings of unconsolidated affiliates (4.2) (5.1)Interest and dividend income — —Other gains and losses, net (12.5) (0.8)Interest and dividend income of CIP 49.9 46.2Interest expense of CIP (44.8) (33.3)Other gains/(losses) of CIP, net 27.2 25.0

Income before income taxes 7.1 19.0Income tax provision — —

Net income 7.1 19.0Net (income)/loss attributable to noncontrolling interests in consolidated entities (10.0) (11.0)

Net income attributable to Invesco Ltd. (2.9) 8.0

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Six months ended June 30,


Total operating revenues (19.5) (10.6)Total operating expenses 1.0 9.7

Operating income (20.5) (20.3)Equity in earnings of unconsolidated affiliates (2.7) (1.6)Interest and dividend income — (0.2)Other gains and losses, net (22.6) (0.9)Interest and dividend income of CIP 103.7 90.6Interest expense of CIP (81.0) (60.6)Other gains/(losses) of CIP, net 38.1 0.4

Income before income taxes 15.0 7.4Income tax provision — —

Net income 15.0 7.4Net (income)/loss attributable to noncontrolling interests in consolidated entities (12.2) (7.8)

Net income attributable to Invesco Ltd. 2.8 (0.4)

The company's risk with respect to each investment in CIP is limited to its equity ownership and any uncollected management and performance fees. The company has no right to the benefitsfrom, nor does it bear the risks associated with, these investments, beyond the company's direct investments in, and management and performance fees generated from, the investment products. Ifthe company were to liquidate, these investments would not be available to the general creditors of the company, and as a result, the company does not consider investments held by CIP to becompany assets. Additionally, the collateral assets of consolidated CLOs are held solely to satisfy the obligations of the CLOs, and the investors in the consolidated CLOs have no recourse to thegeneral credit of the company for the notes issued by the CLOs. CIP are taxed at the investor level and not at the product level; therefore, there is no tax provision reflected in the net impact of CIP.

Non-consolidated VIEs

At June 30, 2017 , the company's carrying value and maximum risk of loss with respect to VIEs in which the company is not the primary beneficiary was $237.4 million ( December 31, 2016$234.4 million ).

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Balance Sheet information - newly consolidated VIEs/VOEs

During the six months ended June 30, 2017 , the company consolidated fourteen new VIEs ( June 30, 2016 : the company consolidated five new VIEs.) The table below illustrates the summarybalance sheet amounts related to these products before consolidation into the company. The balances below are reflective of the balances existing at the consolidation date after the initial funding ofthe investments by the company and unrelated third-party investors. The current period activity for the consolidated funds, including the initial funding and subsequent investment of initial cashbalances into underlying investments of CIP, is reflected in the company’s Condensed Consolidated Financial Statements.

For the six months ended June

30, 2017 For the six months ended

June 30, 2016

$ in millions VIEs VIEs

Cash and cash equivalents of CIP 14.6 151.0Accounts receivable and other assets of CIP 8.5 3.6Investments of CIP 316.6 311.0

Total assets 339.7 465.6

Debt of CIP 15.1 414.4Other liabilities of CIP 105.0 17.4Total liabilities 120.1 431.8Total equity 219.6 33.8

Total liabilities and equity 339.7 465.6

During the six months ended June 30, 2017 , the company determined that it was no longer the primary beneficiary of four VIEs and one voting rights entity (VOE) ( June 30, 2016 : the companydetermined that it was no longer the primary beneficiary of four VIEs). The amounts deconsolidated from the Condensed Consolidated Balance Sheets are illustrated in the table below. There wasno net impact to the Condensed Consolidated Statements of Income for the six months ended June 30, 2017 and 2016 from the deconsolidation of these investment products.

For the six months ended June 30, 2017 For the six months ended

June 30, 2016

$ in millions VIEs VOEs VIEs

Cash and cash equivalents of CIP 14.5 — 23.6Accounts receivable and other assets of CIP 3.8 0.2 12.2Investments of CIP 139.9 49.8 196.1

Total assets 158.2 50.0 231.9

Debt of CIP 4.2 — —Other liabilities of CIP 1.9 — 13.1Total liabilities 6.1 — 13.1Total equity 152.1 50.0 218.8

Total liabilities and equity 158.2 50.0 231.9

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The following tables present the fair value hierarchy levels of certain CIP balances which are measured at fair value as of June 30, 2017 and December 31, 2016 :

As of June 30, 2017


Measurements


Assets (Level 1)


(Level 2)


(Level 3)

Investments Measuredat NAV as a practical

expedient

Assets: Bank loans 3,997.7 — 3,997.7 — —Bonds 289.3 — 289.3 — —Equity securities 176.1 175.0 1.1 — —Equity and fixed income mutual funds 116.0 116.0 — — —Investments in other private equity funds 218.4 — — — 218.4

Real estate investments 59.9 — — 59.9 — Investments in fixed income fund of funds 59.6 — — — 59.6

Total assets at fair value 4,917.0 291.0 4,288.1 59.9 278.0

As of December 31, 2016


Measurements


Assets (Level 1)


(Level 2)


(Level 3)

Investments Measuredat NAV as a practical

expedient

Assets: Bank loans 4,397.8 — 4,397.8 — —Bonds 370.9 — 370.9 — —Equity securities 167.4 166.0 1.4 — —Equity and fixed income mutual funds 13.0 13.0 — — —Investments in other private equity funds 68.6 — — 68.6Real estate investments 40.7 — — 40.7 —Investments in fixed income fund of funds 57.7 — — — 57.7

Total assets at fair value 5,116.1 179.0 4,770.1 40.7 126.3

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The following tables show a reconciliation of the beginning and ending fair value measurements for level 3 assets and liabilities using significant unobservable inputs:


2017 Six months ended June 30, 2017

$ in millions Level 3 Assets Level 3 Assets

Beginning balance 54.8 40.7Purchases — 15.1Sales (5.1) (5.1)Gains and losses included in the Condensed Consolidated Statements of Income* 10.2 9.2

Ending balance 59.9 59.9


2016 Six months ended June 30, 2016

$ in millions Level 3 Assets Level 3 Assets

Beginning balance — 388.6Adjustment for adoption of ASU 2015-02 — (388.6)Purchases 23.9 23.9Gains and losses included in the Condensed Consolidated Statements of Income* — —

Ending balance 23.9 23.9

____________* Included in gains/(losses) of CIP, net in the Condensed Consolidated Statements of Income for the six months ended June 30, 2017 are $8.8 million in net unrealized gains attributable to

investments still held at June 30, 2017 by CIP.

Unforeseen events might occur that would subsequently change the fair values of the investments (and therefore the debt of CLOs, since it is measured as a calculated value based upon the fairvalue of the assets of CLOs, but the impact of such changes would be limited to the change in the fair values of the company's investments in these products. The impact of any gains or lossesresulting from valuation changes in the investments of non-CLO CIP attributable to the interests of third parties are offset by resulting changes in gains and losses attributable to noncontrollinginterests in consolidated entities and therefore do not have a material effect on the financial condition, operating results (including earnings per share), liquidity or capital resources of the company'scommon shareholders. Similarly, any gains or losses resulting from valuation changes in the investments of CLOs attributable to the interests of third parties are offset by the calculated value of thenotes issued by the CLOs (offsetting in other gains/(losses) of CIP) and therefore also do not have a material effect on the financial condition, operating results (including earnings per share),liquidity or capital resources of the company's common shareholders.

Value of consolidated CLOs

The company elected the fair value option for collateral assets held and notes issued by its consolidated CLOs to eliminate the measurement and recognition inconsistency that would otherwisearise from measuring assets and liabilities and recognizing the related gains and losses on different accounting bases. On January 1, 2015 the company adopted ASU 2014-13 and has elected themeasurement alternative for the consolidated CLOs under which the notes issued by the CLOs are measured based on the fair value of the assets of the CLOs.

The collateral assets held by consolidated CLOs are primarily invested in senior secured bank loans, bonds, and equity securities. Bank loan investments of $3,973.2 million , which comprise themajority of consolidated CLO portfolio collateral, are senior secured corporate loans from a variety of industries, including but not limited to the aerospace and defense, broadcasting, technology,utilities, household products, healthcare, oil and gas, and finance industries. Bank loan investments mature at various dates between 2017 and 2025 , pay interest at LIBOR plus a spread of up to12.5% , and typically range in S&P credit rating categories from BBB down to unrated. Interest income on bank loans and bonds is recognized based on the unpaid principal balance and statedinterest rate of these investments on an accrual basis. At June 30, 2017 , the unpaid principal balance exceeds the fair value of the senior secured bank loans and bonds by approximately $56.5million ( December 31, 2016 :

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the unpaid principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $96.6 million ). Approximately 0.79% of the collateral assets are in default as ofJune 30, 2017 ( December 31, 2016 : approximately 0.3% of the collateral assets were in default). CLO investments are valued based on price quotations provided by third party pricing sources.These third party sources aggregate indicative price quotations daily to provide the company with a price for the CLO investments. The company has developed internal controls to review thereasonableness and completeness of these price quotations on a daily basis. If necessary, price quotations are challenged through the third-party pricing source price challenge process.

In addition, the company's internal valuation committee conducts an annual due diligence review of all independent third-party pricing sources to review the provider's valuation methodology aswell as ensure internal controls exist over the valuation of the CLO investments. In the event that the third-party pricing source is unable to price an investment, other relevant factors, data andinformation are considered, including: i) information relating to the market for the investment, including price quotations for and trading in the investment and interests in similar investments, themarket environment, and investor attitudes towards the investment and interests in similar investments; ii) the characteristics of and fundamental analytical data relating to the investment, including,for senior secured corporate loans, the cost, size, current interest rate, period until next interest rate reset, maturity and base lending rate, the terms and conditions of the senior secured corporateloan and any related agreements, and the position of the senior secured corporate loan in the borrower's debt structure; iii) the nature, adequacy and value of the senior secured corporate loan'scollateral, including the CLO's rights, remedies and interests with respect to the collateral; iv) for senior secured corporate loans, the creditworthiness of the borrower, based on an evaluation of itsfinancial condition, financial statements and information about the business, cash flows, capital structure and future prospects; v) the reputation and financial condition of the agent and anyintermediate participants in the senior secured corporate loan; and vi) general economic and market conditions affecting the fair value of the senior secured corporate loan.

Notes issued by consolidated CLOs mature at various dates between 2025 and 2028 and have a weighted average maturity of 9.8 years . The notes are issued in various tranches with differentrisk profiles. The interest rates are generally variable rates based on LIBOR plus a pre-defined spread, which varies from 1.15% for the more senior tranches to 8.25% for the more subordinatedtranches. The investors in this debt are not affiliated with the company and have no recourse to the general credit of the company for this debt .

Fair value of consolidated real estate funds

The real estate investment vehicles use one or more valuation techniques (e.g. the market approach, the income approach, or the recent transaction "cost" approach) for which sufficient and reliabledata is available to value investments classified within level 3. The use of the market approach generally consists of using comparable market transactions, while the use of the income approachgenerally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

The inputs used by the real estate funds in estimating the value of level 3 investments include the original transaction price, recent transactions in the same or similar instruments, as well ascompleted or pending third-party transactions in the underlying investment or comparable investments. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability.Other inputs used include discount rates, cap rates, and income and expense assumptions. The fair value measurement of level 3 investments does not include transaction costs and acquisition feesthat may be capitalized as part of the investment's cost basis.

Fair value of consolidated partnership entities

Consolidated private equity funds are generally structured as partnerships. Generally, the investment strategy of underlying holdings in these partnerships is to seek capital appreciation throughdirect investments in public or private companies with compelling business models or ideas or through investments in partnership investments that also invest in similar private or public companies.Various strategies may be used. Companies targeted could be distressed organizations, targets of leveraged buyouts or fledgling companies in need of venture capital. Investors generally may notredeem their investment until the partnership liquidates. Generally, the partnerships have a life that ranges from seven to twelve years unless dissolved earlier. The general partner may extend thepartnership term up to a specified period of time as stated in the Partnership Agreement. Some partnerships allow the limited partners to cause an earlier termination upon the occurrence of certainevents as specified in the Partnership Agreement.

For private equity partnerships, fair value is determined by reviewing each investment for the sale of additional securities of an issuer to sophisticated investors or for investee financial conditionsand fundamentals. Publicly traded portfolio investments are carried at market value as determined by their most recent quoted sale, or if there is no recent sale, at their most recent bid price. Forthese investments held by CIP, level 1 classification indicates that fair values have been determined using unadjusted quoted prices in active markets for identical assets that the partnership has theability to access. Level 2 classification may

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indicate that fair values have been determined using quoted prices in active markets but give effect to certain lock-up restrictions surrounding the holding period of the underlying investments.

The fair value of level 3 investments held are derived from inputs that are unobservable and which reflect the limited partnerships' own determinations about the assumptions that marketparticipants would use in pricing the investments, including assumptions about risk. These inputs are developed based on the partnership's own data, which is adjusted if information indicates thatmarket participants would use different assumptions. The partnerships which invest directly into private equity portfolio companies (direct private equity funds) take into account various marketconditions, subsequent rounds of financing, liquidity, financial condition, purchase multiples paid in other comparable third-party transactions, the price of securities of other companies comparableto the portfolio company, and operating results and other financial data of the portfolio company, as applicable.

The partnerships which invest into other private equity funds take into account information received from those underlying funds, including their reported net asset values and evidence as to theirfair value approach, including consistency of their fair value application. These investments do not trade in active markets and represent illiquid long-term investments that generally require futurecapital commitments. The partnerships' reported share of the underlying net asset values of the underlying funds is used as a practical expedient, as allowed by ASC Topic 820, in arriving at fairvalue.

Quantitative Information about Level 3 Fair Value Measurements

The following table shows significant unobservable inputs used in the fair value measurement of level 3 assets at June 30, 2017 :

Assets and Liabilities

Fair Value atJune 30, 2017($ in millions) Valuation Technique Unobservable Inputs Range

Weighted Average (by fairvalue)

Real Estate Investments $59.9 Discounted Cash Flow Discount rate 7% - 33% 18.0% Terminal capitalization rate 5.3% 5.3% Average rent growth rate 2% - 3% 2.5%

At December 31, 2016 , $40.7 million of investments held by consolidated real estate funds were valued using recent private market transactions.

The following narrative will indicate the sensitivity of inputs illustrating the impact of significant increases to the inputs. A directionally opposite impact would apply for significant decreases inthese inputs:

• For real estate investments, a change in the average rent growth rate would result in a directionally-opposite change in the assumptions for discount rate and terminal capitalization rate.Significant increases in the average growth rate would result in significantly higher fair values. Significant increases in the assumptions for discount rate and terminal capitalization rate inisolation would result in significantly lower fair value measurements.

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The table below summarizes as of June 30, 2017 and December 31, 2016 , the nature of investments that are valued using the NAV as a practical expedient and any related liquidation restrictionsor other factors which may impact the ultimate value realized.

June 30, 2017 December 31, 2016

in millions, except term data Fair Value Total UnfundedCommitments

Weighted AverageRemaining Term (2) Fair Value

Total UnfundedCommitments

Weighted AverageRemaining Term (2)

Private equity funds (1) $218.4 $57.4 4.0 years $68.6 $41.9 7.0 yearsInvestments in fixed income fund of funds (3) $59.6 — n/a $57.7 — n/a

____________(1)These investments are not subject to redemption; however, for certain funds, the investors may sell or transfer their interest, which may require approval by the general partner of the underlying

funds.(2)These investments are expected to be returned through distributions as a result of liquidations of the funds' underlying assets over the weighted average periods indicated.(3)Investment may be redeemed on a monthly basis.

For investments held by consolidated private equity funds, significant increases in discounts in isolation would result in significantly lower fair value measurements, while significant increasesin revenue multiple assumptions in isolation would result in significantly higher fair value measurements. An increase in discount assumptions would result in a directionally opposite change in theassumptions for revenue multiple, resulting in lower fair value measurements.

Fair Value of Equity Securities, Bonds, and Equity/Fixed Income Mutual Funds

Equity securities are valued under the market approach through use of quoted prices on an exchange. To the extent these securities are actively traded, valuation adjustments are not applied andthey are categorized within level 1 of the valuation hierarchy; otherwise, they are categorized in level 2.

Bonds are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance onquoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, yield, quality, type of issue, coupon rate,maturity, individual trading characteristics and other market data. Depending on the nature of the inputs, these investments are categorized as level 1, 2, or 3.

Equity and fixed income mutual funds are valued under the market approach through the use of quoted market prices available in an active market and are classified within level 1 of the valuationhierarchy; there is no modeling or additional information needed to arrive at the fair values of these investments.

13 . RELATED PARTIES

Certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, "Related Party Disclosures." Additionally, related parties include those defined in thecompany's proxy statement.


$ in millions 2017 2016 2017 2016

Affiliated operating revenues: Investment management fees 885.4 820.1 1,717.5 1,617.0Service and distribution fees 210.8 203.1 416.9 400.6Performance fees 3.4 6.4 11.7 16.8Other 14.2 24.7 31.0 46.5

Total affiliated operating revenues 1,113.8 1,054.3 2,177.1 2,080.9

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Affiliated asset balances: Cash and cash equivalents 795.1 476.2Unsettled fund receivables 225.2 253.2Accounts receivable 306.3 344.4Investments 547.5 728.3Assets held for policyholders 10,716.4 8,224.2Other assets 3.4 2.9

Total affiliated asset balances 12,593.9 10,029.2

Affiliated liability balances: Accrued compensation and benefits 119.9 76.5Accounts payable and accrued expenses 102.0 94.7Unsettled fund payables 425.0 318.7

Total affiliated liability balances 646.9 489.9

14 . BUSINESS OPTIMIZATION

Business optimization charges of $12.0 million and $36.7 million were recorded during the three and six months ended June 30, 2017 , respectively ( three and six months ended June 30, 2016 :$10.3 million and $17.1 million , respectively). Business optimization charges for the three and six months ended June 30, 2017 includes staff severance costs recorded in employee compensation of$3.9 million and $19.6 million , respectively ( three and six months ended June 30, 2016 : $4.4 million and $8.4 million , respectively), consulting and temporary labor costs of $6.9 million and$15.1 million , respectively ( three and six months ended June 30, 2016 : $5.5 million and $8.6 million , respectively) and office and technology expenses associated with a business transformationinitiative of $1.2 million and $2.0 million , respectively ( three and six months ended June 30, 2016 : $0.4 million and $0.1 million , respectively). This is a continuation of efforts to transformseveral key business support functions to become more effective and efficient by leveraging shared service centers, outsourcing, automation of key processes and optimization of the company'soffice footprint. The total costs of these initiatives at completion are estimated to be $133 million , of which $31 million remains to be incurred through 2018. There were no material liabilitiesrelated to business optimization efforts outstanding at June 30, 2017 .

15 . SUBSEQUENT EVENTS

On July 27, 2017 , the company announced a second quarter 2017 dividend of 29.0 cents per share, payable on September 1, 2017 , to shareholders of record at the close of business onAugust 17, 2017 with an ex-dividend date of August 15, 2017 .

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statementsand related Notes thereto, which appear elsewhere in this Report. Except for the historical financial information, this Report may include statements that constitute “forward-looking statements”under the United States securities laws. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow and capitalexpenditures, industry or market conditions, assets under management, geopolitical events and their potential impact on the company, acquisitions and divestitures, debt and our ability to obtainadditional financing or make payments, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, words suchas “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” as well as anyother statement that necessarily depends on future events, are intended to identify forward-looking statements.

Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable,there can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefullyconsider the risks described in this Report and our most recent Form 10-K filed with the Securities and Exchange Commission ("SEC").

You may obtain these reports from the SEC’s website at www.sec.gov . We expressly disclaim any obligation to update the information in any public disclosure if any forward-looking statementlater turns out to be inaccurate.

References

In this Report, unless otherwise specified, the terms “we,” “our,” “us,” “company,” "firm," “Invesco,” and “Invesco Ltd.” refer to Invesco Ltd., a company incorporated in Bermuda, and itssubsidiaries.

Executive Overview

The following executive overview summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview and the remainder of thismanagement's discussion and analysis supplements and should be read in conjunction with the Condensed Consolidated Financial Statements of Invesco Ltd. and its subsidiaries and the notesthereto contained elsewhere in this Report.

During the three months ended June 30, 2017 , returns from global equity markets were broadly positive resulting from positive macroeconomic indicators muted by global geopoliticaluncertainty. In the U.S., equities advanced as the U.S. Federal reserve raised interest rates 0.25% despite mixed economic growth indicators. While political uncertainty introduced doubts about theoutlook for fiscal expansion and tax reform, the S&P 500 Index set new all-time highs and ended the period up 2.6%. European markets were similarly helped by strong economic data and animproving economic outlook while investors weighed the impact of election results in the U.K. and France. The European Central Bank indicated the potential for a gradual slowing to economicstimulus helping to drive markets higher early in the quarter while the surprise result in the June U.K. election reversed the quarter’s gains and led the FTSE 100 to finish down 0.1% for the period.In Japan, the Bank of Japan provided a positive outlook on the state of the economy and potential for further economic growth. This language, along with improving economic data in China andbroad investor optimism, helped to lead markets higher with the Nikkei 225 finishing the quarter up 6.0%.

Bond returns for the quarter were positive as continuing accommodative monetary policy and low inflation helped to drive bonds higher globally. While prices fell at the end of the quarter on achange in tone from global central banks, the U.S. Aggregate Bond Index still saw gains for the period finishing up 1.5%.

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The table below summarizes returns based on price appreciation/(depreciation) of several major market indices for the three- and six-month periods ended June 30 , 2017 and 2016 :

Index expressed incurrency


Equity Index 2017 2016 2017 2016

S&P 500 U.S. Dollar 2.6 % 1.9 % 8.2% 2.7 %FTSE 100 British Pound (0.1)% 5.3 % 2.4% 4.2 %FTSE 100 U.S. Dollar 3.6 % (2.9)% 7.9% (6.2)%Nikkei 225 Japanese Yen 6.0 % (7.1)% 4.8% (18.2)%Nikkei 225 U.S. Dollar 5.0 % 1.3 % 8.8% (4.3)%MSCI Emerging Markets U.S. Dollar 5.5 % (0.3)% 17.2% 5.0 %

Bond Index Barclays U.S. Aggregate Bond U.S. Dollar 1.5 % 2.2 % 2.3% 5.3 %

The company's financial results are impacted by the strengthening or weakening of the U.S. Dollar against other currencies, as discussed in the "Foreign Exchange Impact on Balance Sheet,Assets Under Management and Results of Operations" section and the "Results of Operations" section below. The ongoing uncertainty associated with the Brexit negotiations are likely to continueto keep the Pound Sterling at a low level against the U.S. Dollar when compared to the average exchange rates of recent years, negatively impacting our reported AUM and results in U.S. Dollars.The negotiations may also have a similar ongoing impact to the Euro. As further detailed in the Results of Operations section, foreign exchange rate movements decreased operating revenues by$72.4 million , equivalent to 3.0% of total operating revenues, during the six months ended June 30, 2017 when compared to the six months ended June 30, 2016 . The company has entered into aseries of put option contracts to provide Pound Sterling/U.S. Dollar and Euro/U.S. Dollar exchange rate coverage through December 2017 (Euro) and December 2018 (Pound Sterling). Any gainsderived from these hedges will help offset the impact on earnings per share resulting from declines in Sterling and Euro exchange rates.

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in themix of investment products between asset classes and geographies may materially affect our revenues from period to period. As fee rates differ across geographic locations, changes to exchangerates have an impact on the net revenue yields. The strengthening of the U.S. Dollar against the Pound Sterling during the six months ended June 30, 2017 when compared to the respective priorperiods resulted in a reduction in the net revenue yield as it reduced the weighting of higher fee earning AUM attributable to the U.K. products. This gradual change in the product mix combinedwith changes in foreign exchange rates results in changes in the average revenue yield derived from AUM due to differing fee rates structures and currencies.

Invesco benefits from our long-term efforts to ensure a diversified base of AUM. One of Invesco's core strengths, and a key differentiator for the company within the industry, is our broaddiversification across client domiciles, asset classes and distribution channels. Our geographical diversification recognizes growth opportunities in different parts of the world. This broaddiversification mitigates the impact on Invesco of different market cycles and enables the company to take advantage of growth opportunities in various markets and channels. During the six monthsended June 30, 2017 , while the company experienced long-term net outflows in the U.S. and U.K. operations, our Continental Europe and Asia Pacific operations contributed strong positive long-term net flows. In addition, during the second quarter of 2017 :

• Jemstep announced a partnership with Advisor Group, one of the nation's largest networks of independent financial advisory firms, to launch a comprehensive digital onboarding, adviceand data aggregation platform, using Jemstep technologies.

• Invesco was featured in the German publication Institutional Money magazine as the U.S. asset manager that has managed to rise from niche provider to a globally significant investmentcompany over the course of 10 years.

• Invesco International Growth Funds in the U.S. celebrated 25 years, a lifetime of out-performance. The fund has consistently outperformed its benchmark 100% of the time over all 80quarterly five-year rolling periods since inception.

• Invesco introduced an annual report on investment stewardship and proxy voting. Invesco has been incorporating environmental, social and governance (ESG) practices for more than 15years and believes that sound ESG practices can positively impact the value we provide to clients as well as our long-term shareholder value.

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• Two investment trusts managed by Invesco Perpetual's Mark Barnett have topped the tables of Kepler Partners' new ratings system, which is designed to identify investment trusts thatgenerate a real and dependable income without sacrificing capital.

• Invesco Poland was named Investor of the Year for the first time at the 2017 CEEQA Industry Awards and received the award for overall Company of the Year. The CEEQA awards arethe sector’s most respected industry recognition, organized each year in association with the Financial Times to reward excellence and to showcase the achievements and opportunities ofthe New Europe real estate sector to the international investment arena.

• The Invesco Perpetual UK Smaller Companies Trust was awarded the "Best UK Growth Trust" in the Money Observer Trust Awards 2017. • The Invesco Real Estate team in Spain was recognized with an Inmofondos 2017 Award. This prestigious award has been granted for Invesco's intense activity in Spain during the last

year, when the team has increased the assets under management to over €700 million.• Invesco Global Targeted Returns Fund (GTR) won the prestigious Money Management Fund Manager of the Year Awards in Australia.• At Asia Asset Management's 2017 Best of the Best Awards, Invesco was recognized for its leadership in the market as well as for the outstanding long-term performance of its European

Equity capabilities. Andrew Lo, SMD and Head of Asia Pacific, was named CEO of the Year in Asia in the Best of the Best Regional Awards category. • Invesco Taiwan won 20 awards from the 2017 Lipper Taiwan Fund Awards, TFF-Bloomberg Best Fund Award and 2016 Benchmark Fund of the Year Awards in Taiwan.

One of the company's strategic objectives is to harness the power of our global platform by improving effectiveness and efficiency by allocating our resources to the opportunities that will bestbenefit clients and our business. During 2017, the company has continued our efforts to transform several key business support functions to become more effective and efficient by leveragingshared service centers, outsourcing, automation of key processes and optimization of the company's office footprint. Consistent with this objective, business optimization charges of $36.7 millionwere recorded during the six months ended June 30, 2017 . Total costs of these initiatives at completion are estimated to be approximately $133 million , of which $31 million remains to beincurred through 2018. As at the end of the second quarter 2017 , this initiative has produced annualized run-rate expense savings of approximately $31 million , and by completion in 2018, theannualized run-rate savings is expected to be up to $50 million.

As previously announced, the company has entered into a definitive agreement to acquire Source, a leading independent specialist provider of exchange-traded funds (ETFs) based in Europe.The transaction is expected to close in the third quarter and includes approximately $18 billion in Source-managed AUM, plus approximately $7 billion of externally managed AUM (as of June 30,2017). The acquisition brings additional talent and a broad array of funds that further expand the depth and breadth of Invesco’s active, passive and alternative capabilities and expertise, enhancingthe firm’s ability to help clients achieve their investment objectives.

Presentation of Management's Discussion and Analysis of Financial Condition and Results of Operations - Impact of Consolidated Investment Products

The company provides investment management services to, and has transactions with, various private equity, real estate, fund-of-funds, collateralized loan obligation products (CLOs), and otherinvestment entities sponsored by the company for the investment of client assets in the normal course of business. The company serves as the investment manager, making day-to-day investmentdecisions concerning the assets of the products. Investment products that are consolidated are referred to in this Form 10-Q (Report) as consolidated investments products (CIP). CIP includes allvariable and voting interest entities, as applicable, with effect from the adoption of ASU 2015-02. The company's economic risk with respect to each investment in CIP is limited to its equityownership and any uncollected management and performance fees. See also Note 12 , "Consolidated Investment Products," for additional information regarding the impact of the consolidation ofmanaged funds.

The majority of the company's CIP balances are CLO-related. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefitsfrom, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company's direct investments in, and management and performance fees generated from, theCLOs. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be companyassets. Likewise, the investors in the CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. The company therefore does not consider this debt to be acompany liability.

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The impact of CIP is so significant to the presentation of the company’s Condensed Consolidated Financial Statements that the company has elected to deconsolidate these products in its non-GAAP disclosures. The following discussion therefore combines the results presented under U.S. generally accepted accounting principles (U.S. GAAP) with the company’s non-GAAPpresentation. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains four distinct sections, which follows the AUM discussion:

• Results of Operations ( three and six months ended June 30, 2017 compared to three and six months ended June 30, 2016 );• Schedule of Non-GAAP Information;• Balance Sheet Discussion; and• Liquidity and Capital Resources.

To assess the impact of CIP on the company's results of operations and balance sheet, refer to Part I, Item 1, Financial Statements, Note 12 - “Consolidated Investment Products.” The impact onthe company's results of operations is illustrated by a column which shows the dollar-value change in the consolidated figures, as caused by the consolidation of CIP. For example, the impact of CIPon operating revenues for the three and six months ended June 30, 2017 was a reduction of $6.3 million and a reduction of $19.5 million , respectively. This indicates that their consolidationreduced consolidated revenues by this amount, reflecting the elimination upon their consolidation of the operating revenues earned by Invesco for managing these investment products.

Wherever a non-GAAP measure is referenced, a disclosure will follow in the narrative or in the note referring the reader to the Schedule of Non-GAAP Information, where additional detailsregarding the use of the non-GAAP measure by the company are disclosed, along with reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures. To furtherenhance the readability of the Results of Operations section, separate tables for each of the revenue, expense, and other income and expenses (non-operating income/expense) sections of the incomestatement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

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Summary Operating Information

Summary operating information is presented in the table below:

$ in millions, other than per share amounts, operating margins, ratios and AUM Three months ended June 30, Six months ended June 30,

U.S. GAAP Financial Measures Summary 2017 2016 2017 2016

Operating revenues 1,254.4 1,189.4 2,447.0 2,338.1Operating income 318.9 301.5 577.5 575.9Operating margin 25.4% 25.3% 23.6% 24.6%Net income attributable to Invesco Ltd. 239.6 225.5 451.6 386.5Diluted Earnings Per Share (EPS) 0.58 0.54 1.10 0.92

Non-GAAP Financial Measures Summary Net revenues (1) 906.3 856.6 1,773.4 1,674.7Adjusted operating income (2) 356.5 330.4 683.6 637.5Adjusted operating margin (2) 39.3% 38.6% 38.5% 38.1%Adjusted net income attributable to Invesco Ltd. (3) 264.5 233.0 515.0 437.8Adjusted diluted EPS (3) 0.64 0.56 1.26 1.04

Assets Under Management Ending AUM (billions) 858.3 779.6 858.3 779.6Average AUM (billions) 849.2 784.5 839.5 766.0

_________

(1) Net revenues is a non-GAAP financial measure. Net revenues are operating revenues plus our proportional share of the net revenues of our joint venture investments, less third-partydistribution, service and advisory expenses, plus management and performance fees earned from CIP, less other revenue recorded by CIP. See "Schedule of Non-GAAP Information," for thereconciliation of operating revenues to net revenues.

(2) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. Adjusted operating margin is adjusted operating income divided by net revenues. Adjustedoperating income includes operating income plus our proportional share of the net operating income of our joint venture investments, the operating income impact of the consolidation ofinvestment products, business combination-related adjustments, compensation expense related to market valuation changes in deferred compensation plans, and other reconciling items. See"Schedule of Non-GAAP Information," for the reconciliation of operating income to adjusted operating income.

(3) Adjusted net income attributable to Invesco Ltd. and adjusted diluted EPS are non-GAAP financial measures. Adjusted net income attributable to Invesco Ltd. is net income attributable toInvesco Ltd. adjusted to exclude the impact of CIP on net income attributable to Invesco Ltd., add back business combination-related adjustments, the net income impact of deferredcompensation plans and other reconciling items. Adjustments made to net income attributable to Invesco Ltd. are tax-effected in arriving at adjusted net income attributable to Invesco Ltd. Bycalculation, adjusted diluted EPS is adjusted net income attributable to Invesco Ltd. divided by the weighted average number of shares outstanding (for diluted EPS). See "Schedule of Non-GAAP Information," for the reconciliation of net income attributable to Invesco Ltd. to adjusted net income attributable to Invesco Ltd.

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Investment Capabilities Performance Overview

Invesco's first strategic priority is to achieve strong investment performance over the long-term for our clients. The table below presents the one-, three- and five-year performance of our activelymanaged investment products measured by the percentage of AUM ahead of benchmark and AUM in the top half of peer group. (1)

Benchmark Comparison Peer Group Comparison % of AUM Ahead of Benchmark % of AUM In Top Half of Peer Group 1yr 3yr 5yr 1yr 3yr 5yr

Equities U.S. Core 29% —% 5% 32% —% 5%U.S. Growth 72% 41% 87% 58% 37% 87%U.S. Value 58% 58% 87% 51% 57% 87%Sector Funds 80% 13% 13% 81% 9% 17%U.K. 11% 100% 100% 12% 85% 71%Canadian 88% 33% 39% 65% 10% 33%Asian 49% 85% 90% 45% 72% 89%Continental European 65% 99% 100% 54% 71% 89%Global 51% 53% 73% 52% 72% 84%Global Ex U.S. and Emerging Markets 5% 25% 91% 4% 3% 9%

Fixed Income Money Market 99% 99% 68% 98% 98% 98%U.S. Fixed Income 66% 90% 90% 72% 87% 83%Global Fixed Income 85% 51% 80% 74% 39% 85%Stable Value 100% 100% 100% 100% 100% 100%

Other Alternatives 83% 76% 64% 74% 86% 49%Balanced 81% 45% 48% 68% 92% 89%_____________________________

(1) AUM measured in the one-, three-, and five-year peer group rankings represents 59%, 58%, and 56% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one-,three-, and five-year basis represents 71%, 68%, and 64% of total Invesco AUM, respectively, as of June 30, 2017. Peer group rankings are sourced from a widely-used third party rankingagency in each fund's market (Lipper, Morningstar, IA, Russell, Mercer, eVestment Alliance, SITCA, Value Research) and are asset-weighted in U.S. Dollars. Rankings are as of prior quarter-end for most institutional products and preceding month-end for Australian retail funds due to their late release by third parties. Rankings for the most representative fund in each GlobalInvestment Performance Standard (GIPS) composite are applied to all products within each GIPS composite. Excludes passive products, closed-end funds, private equity limited partnerships,non-discretionary direct real estate, unit investment trusts, fund-of-funds with component funds managed by Invesco, stable value building block funds, and Collateralized Debt Obligations(CDOs). Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These resultsare preliminary and subject to revision. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor's experience.

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Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations

A significant portion of our business is based outside of the U.S. The strengthening or weakening of the U.S. Dollar against other currencies, primarily the Pound Sterling, Canadian Dollar, Euroand Japanese Yen will impact our assets, liabilities, AUM and reported revenues and expenses from period to period. The assets, liabilities and AUM of foreign subsidiaries are translated at periodend spot foreign currency exchange rates. The income statements of foreign currency subsidiaries are translated into U.S. Dollars, the reporting currency of the company, using average foreignexchange rates.

The table below illustrates the spot foreign exchange rates used for translation of non-U.S. Dollar denominated assets, liabilities and AUM into U.S. Dollars:

Spot Foreign Exchange Rates June 30, 2017 March 31, 2017 December 31, 2016 June 30, 2016 March 31, 2016 December 31, 2015

Pound Sterling ($ per £) 1.299 1.250 1.236 1.337 1.438 1.474

Canadian Dollar (CAD per $) 1.299 1.333 1.341 1.300 1.293 1.389

Japan (¥ per $) 112.375 111.405 116.600 102.533 112.355 120.275

Euro ($ per Euro) 1.140 1.069 1.054 1.111 1.139 1.086

The table below illustrates the average foreign exchange rates used for translation of non-U.S. Dollar denominated income, including revenues and expenses, into U.S. Dollars:


Average Foreign Exchange Rates 2017 2016 2017 2016

Pound Sterling ($ per £) 1.278 1.435 1.258 1.433

Canadian Dollar (CAD per $) 1.345 1.289 1.334 1.330

Japan (¥ per $) 111.039 108.014 112.386 111.569

Euro ($ per Euro) 1.099 1.129 1.082 1.116

A comparison of period end spot rates between June 30, 2017 and December 31, 2016 shows a strengthening of the Pound Sterling, the Euro, Canadian Dollar and Japanese Yen relative to theU.S. Dollar, which is reflected in the translation of our Pound Sterling-based, Euro-based, Canadian Dollar-based and Japanese Yen-based assets, liabilities and AUM into U.S. Dollars,respectively.

A comparison of the average foreign exchange rates used for the three and six months ended June 30, 2017 when compared to the three and six months ended June 30, 2016 shows a weakeningof the Pound Sterling, the Euro, Canadian Dollar and Japanese Yen relative to the U.S. Dollar, which is reflected in the translation of our Pound Sterling-based, Euro-based, Canadian Dollar-basedand Japanese Yen-based revenue and expenses into U.S. Dollars.

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Assets Under Management movements for the three and six months ended June 30, 2017 compared with the three and six months ended June 30, 2016

The following presentation and discussion of AUM includes Passive and Active AUM. Passive AUM include ETFs, UITs, leveraged fund balances upon which we do not earn a fee, and otherpassive mandates. Active AUM are total AUM less Passive AUM.

The AUM tables and the discussion below refer to AUM as long-term. Long-term AUM excludes institutional money market and Invesco PowerShares QQQ AUM.

Changes in AUM were as follows:

For the three months ended June 30,

2017 2016

$ in billions Total AUM Active Passive Total AUM Active PassiveMarch 31 834.8 680.5 154.3 771.5 640.4 131.1

Long-term inflows 42.3 33.7 8.6 45.8 33.5 12.3

Long-term outflows (42.9) (33.9) (9.0) (41.3) (33.5) (7.8)

Long-term net flows (0.6) (0.2) (0.4) 4.5 — 4.5

Net flows in Invesco PowerShares QQQ fund 0.2 — 0.2 (3.8) — (3.8)

Net flows in institutional money market funds 2.8 2.8 — 2.0 1.9 0.1

Total net flows 2.4 2.6 (0.2) 2.7 1.9 0.8

Market gains and losses/reinvestment 13.0 10.5 2.5 10.7 9.2 1.5

Acquisitions/dispositions, net — — — 2.4 2.4 —

Foreign currency translation 8.1 8.1 — (7.7) (7.8) 0.1

June 30 858.3 701.7 156.6 779.6 646.1 133.5

Average AUM Average long-term AUM 730.9 624.1 106.8 681.8 586.7 95.1

Average AUM 849.2 692.4 156.8 784.5 652.8 131.7

Revenue yield Gross revenue yield on AUM (1) 59.7 69.5 16.6 61.3 70.9 14.6

Gross revenue yield on AUM before performance fees (1) 58.9 68.5 16.6 60.9 70.3 14.6

Net revenue yield on AUM (2) 42.7 48.6 16.6 43.7 49.5 14.6

Net revenue yield on AUM before performance fees (2) 41.8 47.6 16.6 43.2 49.0 14.6

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For the six months ended June 30,

2017 2016

$ in billions Total AUM Active Passive Total AUM Active PassiveDecember 31 812.9 668.5 144.4 775.6 636.5 139.1



Long-term net flows 1.2 (0.7) 1.9 3.2 0.5 2.7

Net flows in Invesco PowerShares QQQ fund 1.2 — 1.2 (6.4) — (6.4)

Net flows in institutional money market funds (5.3) (5.3) — 5.8 6.0 (0.2)

Total net flows (2.9) (6.0) 3.1 2.6 6.5 (3.9)


Acquisitions/dispositions, net — — — (1.2) 2.0 (3.2)

Foreign currency translation 12.2 12.1 0.1 (5.1) (5.3) 0.2

June 30 858.3 701.7 156.6 779.6 646.1 133.5

Average AUM Average long-term AUM 723.6 616.8 106.8 665.5 573.3 92.2

Average AUM 839.5 685.4 154.1 766.0 636.7 129.3

Revenue yield Gross revenue yield on AUM (1) 58.9 68.5 16.6 61.7 71.5 14.2

Gross revenue yield on AUM before performance fees (1) 58.2 67.7 16.6 61.1 70.7 14.2

Net revenue yield on AUM (2) 42.2 48.0 16.6 43.7 49.7 14.2

Net revenue yield on AUM before performance fees (2) 41.4 47.0 16.6 43.1 48.9 14.2

_____________________________(1) Gross revenue yield on AUM is equal to annualized total operating revenues divided by average AUM, excluding joint venture (JV) AUM. Our share of the average AUM in the three months

ended June 30, 2017 for our JVs in China was $8.1 billion ( three months ended June 30, 2016 : $8.6 billion ). It is appropriate to exclude the average AUM of our JVs for purposes ofcomputing gross revenue yield on AUM because the revenues resulting from these AUM are not presented in our operating revenues. Under U.S. GAAP, our share of the net income of the JVsis recorded as equity in earnings of unconsolidated affiliates on our Condensed Consolidated Statements of Income. Additionally, the numerator of the gross revenue yield measure, operatingrevenues, excludes the management fees earned from CIP; however, the denominator of the measure includes the AUM of these investment products. Therefore, the gross revenue yieldmeasure is not considered representative of the company's true effective fee rate from AUM.

(2) Net revenue yield on AUM is equal to annualized net revenues divided by average AUM. See “Schedule of Non-GAAP Information” for a reconciliation of operating revenues to net revenues.

Flows

AUM at June 30, 2017 were $858.3 billion ( June 30, 2016 : $779.6 billion ). During the three months ended June 30, 2017 , we experienced long-term net outflows of $0.6 billion . Theseoutflows were offset by net inflows of institutional money market funds of $2.8 billion and Invesco PowerShares QQQ of $0.2 billion during the period. Long-term net outflows during the threemonths ended June 30, 2017 , were split between outflows from passive AUM products of $0.4 billion and from actively managed AUM products of $0.2 billion . Long-term net outflows for theperiod were from our institutional distribution channel of $2.0 billion , offset by net inflows from our retail distribution channel of $1.4 billion . On a client domicile basis, long-term net outflowswere from the U.S., the U.K. and Asia with outflows of $2.8 billion , $1.1 billion and $0.8 billion , respectively. These were partially offset by inflows of $4.0 billion and $0.1 billion for ContinentalEurope and Canada, respectively, during the three months ended June 30, 2017 .

During the three months ended June 30, 2016 , we experienced long-term net inflows of $4.5 billion . We also experienced net outflows in Invesco PowerShares QQQ fund of $3.8 billion , offsetby net inflows in institutional money market funds of $2.0 billion during this period. Long-term net inflows during the three months ended June 30, 2016 of $4.5 billion were entirely in passiveAUM products. Net long-term inflows from our institutional channel of $ 5.0 billion were partially offset by outflows in our retail distribution channel of $0.5 billion . On a client domicile basis,long-term net inflows of $4.1 billion and $2.1 billion

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for Asia and the U.S., respectively, were partially offset by long-term net outflows of $0.9 billion , $0.6 billion , and $0.2 billion for Continental Europe, the U.K. and Canada, respectively.

Average AUM during the three months ended June 30, 2017 were $849.2 billion , compared to $784.5 billion for the three months ended June 30, 2016 .

During the six months ended June 30, 2017 , we experienced long-term net inflows of $1.2 billion . We also experienced net inflows in Invesco PowerShares QQQ fund of $1.2 billion , offset bynet outflows in institutional money market funds of $5.3 billion during this period. Long-term net inflows during the six months ended June 30, 2017 included inflows of passive AUM of $1.9billion , partially offset by outflows of active AUM of $0.7 billion . Net long-term inflows were comprised of inflows in our retail distribution channel of $3.2 billion , partially offset by outflowsfrom our institutional channel of $2.0 billion . On a client domicile basis, long-term net inflows of $5.7 billion and $0.4 billion in Continental Europe and Asia, respectively, were partially offset bylong-term net outflows of $2.9 billion , $1.9 billion and $0.1 billion in the U.S., U.K. and Canada during the six months ended June 30, 2017 .

During the six months ended June 30, 2016 , we experienced long-term net inflows of $3.2 billion . We also experienced net inflows in institutional money market funds of $5.8 billion , offset bynet outflows in Invesco PowerShares QQQ fund of $6.4 billion during the six months ended June 30, 2016 . Net inflows during the six months ended June 30, 2016 included net long-term inflowsof active AUM of $0.5 billion and net long-term inflows of passive AUM of $2.7 billion . Net long-term inflows for the period were comprised of inflows in our institutional channel of $6.4 billionpartially offset by outflows in our retail distribution channel of $3.2 billion . On a client domicile basis, long-term net inflows of $7.7 billion were experienced in Asia offset by long-term netoutflows of $2.5 billion , $1.4 billion , $0.4 billion and $0.2 billion in Continental Europe, the U.K., Canada and the U.S., respectively during the six months ended June 30, 2016 .

Average AUM during the six months ended June 30, 2017 were $839.5 billion , compared to $766.0 billion for the six months ended June 30, 2016 .

MarketReturns

During the three months ended June 30, 2017 , positive market movement led to a $13.0 billion increase in AUM, with gains in our equity asset class of $10.9 billion , fixed income class of $2.0billion and balanced asset class of $0.2 billion . During the three months ended June 30, 2016 , positive market movement led to a $10.7 billion increase in AUM, with gains in the equity asset classof $3.5 billion , fixed income class of $3.4 billion , alternatives asset class of $2.2 billion and balanced asset class of $1.6 billion .

During the six months ended June 30, 2017 , positive market movement led to a $36.1 billion increase in AUM, with gains in our equity asset class of $31.1 billion , fixed income class of $3.7billion and balanced asset class of $1.5 billion . During the six months ended June 30, 2016 , positive market movement led to a $7.7 billion increase in AUM, with gains in the fixed income classof $5.4 billion , alternatives asset class of $3.1 billion and balanced asset class of $1.0 billion , partially offset by market losses in the equity asset class of $2.0 billion .

ForeignExchangeRates

During the three months ended June 30, 2017 , we experienced increases in AUM of $8.1 billion due to changes in foreign exchange rates. In the three months ended June 30, 2016 , AUMdecreased by $7.7 billion due to foreign exchange rate changes. See the company's disclosures regarding the changes in foreign exchange rates during the three months ended June 30, 2017 in the“Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations” section above for additional information regarding the movement of foreign exchange rates.

During the six months ended June 30, 2017 , we experienced increases in AUM of $12.2 billion due to changes in foreign exchange rates. In the six months ended June 30, 2016 , AUMdecreased by $5.1 billion due to foreign exchange rate changes. See the company's disclosures regarding the changes in foreign exchange rates during the six months ended June 30, 2017 in the“Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations” section above for additional information regarding the movement of foreign exchange rates.

RevenueYield

Gross revenue yield on AUM decreased 1.6 basis points to 59.7 basis points in the three months ended June 30, 2017 from the three months ended June 30, 2016 level of 61.3 basis points.Management does not consider gross revenue yield, the most comparable U.S. GAAP-based measure to net revenue yield, to be a meaningful effective fee rate measure for the reasons outlined infootnote 1 to the Changes in AUM table above.

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Net revenue yield on AUM decreased 1.0 basis point to 42.7 basis points in the three months ended June 30, 2017 when compared to the three months ended June 30, 2016 yield of 43.7 basispoints. Excluding performance fees, the net revenue yield decreased 1.4 basis points to 41.8 basis points in the three months ended June 30, 2017 ( three months ended June 30, 2016 : 43.2 basispoints). Net revenue yield on AUM decreased 1.5 basis point to 42.2 basis points in the six months ended June 30, 2017 when compared to the six months ended June 30, 2016 yield of 43.7 basispoints. Excluding performance fees, the net revenue yield decreased 1.7 basis points to 41.4 basis points in the six months ended June 30, 2017 ( six months ended June 30, 2016 : 43.1 basispoints).

As a significant proportion of our AUM is based outside of the U.S., changes in foreign exchange rates result in a change to the mix of U.S. Dollar denominated AUM with AUM denominated inother currencies. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields. The strengthening of the U.S. Dollar against the Pound Sterlingduring the three and six months ended June 30, 2017 when compared to the respective prior periods resulted in a reduction in the net revenue yield as it reduced the weighting of higher fee earningAUM attributable to the U.K. products.

Additionally, changes in our AUM mix significantly impact our net revenue yield. For example, on an asset class basis, our equity and balanced AUM generally earn a higher net revenue ratethan money market and fixed income AUM. Passive AUM generally earn a lower effective fee rate than active asset classes.

At June 30, 2017 , passive AUM were $156.6 billion , representing 18.2% of total AUM at that date; whereas at June 30, 2016 , passive AUM were $133.5 billion , representing 17.1% of ourtotal AUM at that date. In the three months ended June 30, 2017 , the net revenue yield on passive AUM was 16.6 basis points compared to 14.6 basis points in the three months ended June 30,2016 , an increase of 2.0 basis points. In the six months ended June 30, 2017 , the net revenue yield on passive AUM was 16.6 basis points compared to 14.2 basis points in the six months endedJune 30, 2016 , an increase of 2.4 basis points. The combination of average equity and average balanced AUM decreased to 51.5% in the six months ended June 30, 2017 from 51.9% of totalaverage AUM in the six months ended June 30, 2016 . These changes in asset class mix contributed to the decrease in net revenue yield on AUM in the three and six months ended June 30, 2017when compared to the respective prior period.

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Changes in our AUM by channel, asset class, and client domicile, and average AUM by asset class, are presented below:

Total AUM by Channel (1)

As of and for the Three Months Ended June 30, 2017 and 2016 :

$ in billions Total Retail InstitutionalMarch 31, 2017 834.8 552.1 282.7

Long-term inflows 42.3 34.4 7.9

Long-term outflows (42.9) (33.0) (9.9)

Long-term net flows (0.6) 1.4 (2.0)

Net flows in Invesco PowerShares QQQ fund 0.2 0.2 —

Net flows in institutional money market funds 2.8 — 2.8

Total net flows 2.4 1.6 0.8

Market gains and losses/reinvestment 13.0 12.0 1.0

Foreign currency translation 8.1 6.7 1.4

June 30, 2017 858.3 572.4 285.9

March 31, 2016 771.5 507.7 263.8



Long-term net flows 4.5 (0.5) 5.0

Net flows in Invesco PowerShares QQQ fund (3.8) (3.8) —


Total net flows 2.7 (4.3) 7.0


Acquisitions/dispositions, net 2.4 0.4 2.0Foreign currency translation (7.7) (7.3) (0.4)

June 30, 2016 779.6 504.3 275.3

As of and for the Six Months Ended June 30, 2017 and 2016 :

$ in billions Total Retail InstitutionalDecember 31, 2016 812.9 526.5 286.4



Long-term net flows 1.2 3.2 (2.0)


Net flows in institutional money market funds (5.3) — (5.3)

Total net flows (2.9) 4.4 (7.3)


Acquisitions/dispositions, net — — —

Foreign currency translation 12.2 9.1 3.1

June 30, 2017 858.3 572.4 285.9

December 31, 2015 775.6 514.8 260.8



Long-term net flows 3.2 (3.2) 6.4





Acquisitions/dispositions, net (1.2) 0.4 (1.6)Foreign currency translation (5.1) (6.0) 0.9

June 30, 2016 779.6 504.3 275.3

____________

See accompanying notes immediately following these AUM tables.

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Passive AUM by Channel (1)


$ in billions Total Retail InstitutionalMarch 31, 2017 154.3 138.5 15.8



Long-term net flows (0.4) 0.1 (0.5)


Net flows in institutional money market funds — — —

Total net flows (0.2) 0.3 (0.5)

Market gains and losses/reinvestment 2.5 2.7 (0.2)

Foreign currency translation — — —

June 30, 2017 156.6 141.5 15.1

March 31, 2016 131.1 115.7 15.4



Long-term net flows 4.5 3.6 0.9




Market gains and losses/reinvestment 1.5 1.5 —


Foreign currency translation 0.1 — 0.1

June 30, 2016 133.5 117.0 16.5


$ in billions Total Retail InstitutionalDecember 31, 2016 144.4 128.8 15.6





Net flows in institutional money market funds — — —

Total net flows 3.1 3.3 (0.2)




June 30, 2017 156.6 141.5 15.1

December 31, 2015 139.1 118.7 20.4





Net flows in institutional money market funds (0.2) — (0.2)

Total net flows (3.9) (3.1) (0.8)


Acquisitions/dispositions, net (3.2) — (3.2)


June 30, 2016 133.5 117.0 16.5

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Total AUM by Asset Class (2)


$ in billions Total Equity Fixed Income (3) Balanced Money Market (3)

(5) Alternatives (4)

March 31, 2017 834.8 381.8 203.8 48.9 73.1 127.2



Long-term net flows (0.6) (5.6) 2.1 1.5 0.1 1.3

Net flows in Invesco PowerShares QQQ fund 0.2 0.2 — — — —

Net flows in institutional money market funds 2.8 — — — 2.8 —

Total net flows 2.4 (5.4) 2.1 1.5 2.9 1.3

Market gains and losses/reinvestment 13.0 10.9 2.0 0.2 — (0.1)

Transfers/reclassifications — — — — — —

Foreign currency translation 8.1 3.9 1.0 1.6 0.1 1.5

June 30, 2017 858.3 391.2 208.9 52.2 76.1 129.9

Average AUM 849.2 388.8 207.2 50.8 73.8 128.6

% of total average AUM 100.0% 45.8% 24.4% 6.0% 8.7% 15.1%

March 31, 2016 771.5 359.5 187.1 46.8 68.6 109.5



Long-term net flows 4.5 (6.5) 5.6 0.2 0.2 5.0

Net flows in Invesco PowerShares QQQ fund (3.8) (3.8) — — — —


Total net flows 2.7 (10.3) 5.6 0.2 2.2 5.0

Market gains and losses/reinvestment 10.7 3.5 3.4 1.6 — 2.2

Acquisitions/dispositions, net 2.4 0.4 1.6 — 0.4 —

Foreign currency translation (7.7) (4.3) (1.4) (1.2) (0.1) (0.7)

June 30, 2016 779.6 348.8 196.3 47.4 71.1 116.0

Average AUM 784.5 357.0 193.7 47.7 72.8 113.3


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$ in billions Total Equity Fixed Income (3) Balanced Money Market (3)

(5) Alternatives (4)

December 31, 2016 812.9 364.1 201.7 46.8 78.3 122.0



Long-term net flows 1.2 (10.6) 4.6 2.0 — 5.2


Net flows in institutional money market funds (5.3) — — — (5.3) —

Total net flows (2.9) (9.4) 4.6 2.0 (5.3) 5.2

Market gains and losses/reinvestment 36.1 31.1 3.7 1.5 — (0.2)

Transfers/reclassifications — — (3.0) — 3.0 —


June 30, 2017 858.3 391.2 208.9 52.2 76.1 129.9

Average AUM 839.5 382.8 204.7 49.5 75.6 126.9


December 31, 2015 775.6 370.9 187.9 48.1 64.6 104.1



Long-term net flows 3.2 (10.7) 5.2 (1.4) 0.2 9.9



Total net flows 2.6 (17.1) 5.2 (1.4) 6.0 9.9

Market gains and losses/reinvestment 7.7 (2.0) 5.4 1.0 0.2 3.1

Acquisitions/dispositions, net (1.2) 0.4 (1.1) — 0.4 (0.9)

Foreign currency translation (5.1) (3.4) (1.1) (0.3) (0.1) (0.2)

June 30, 2016 779.6 348.8 196.3 47.4 71.1 116.0

Average AUM 766.0 350.7 189.5 46.7 70.0 109.1


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Passive AUM by Asset Class (2)


$ in billions Total Equity Fixed Income Balanced Money Market Alternatives (4)

March 31, 2017 154.3 101.2 45.1 — — 8.0

Long-term inflows 8.6 5.7 2.5 — — 0.4

Long-term outflows (9.0) (6.4) (1.1) — — (1.5)

Long-term net flows (0.4) (0.7) 1.4 — — (1.1)


Net flows in institutional money market funds — — — — — —

Total net flows (0.2) (0.5) 1.4 — — (1.1)

Market gains and losses/reinvestment 2.5 2.8 — — — (0.3)

Foreign currency translation — — — — — —

June 30, 2017 156.6 103.5 46.5 — — 6.6

Average AUM 156.8 103.5 46.2 — — 7.1

% of total average AUM 100.0% 66.0% 29.5% —% —% 4.5%

March 31, 2016 131.1 87.1 35.6 — 0.1 8.3



Long-term net flows 4.5 1.2 2.8 — — 0.5



Total net flows 0.8 (2.6) 2.8 — 0.1 0.5

Market gains and losses/reinvestment 1.5 0.4 0.5 — — 0.6

Acquisitions/dispositions, net — — — — — —

Foreign currency translation 0.1 — — — — 0.1

June 30, 2016 133.5 84.9 38.9 — 0.2 9.5

Average AUM 131.7 85.4 37.4 — 0.1 8.8

% of total average AUM 100.0% 64.8% 28.4% —% 0.1% 6.7%

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$ in billions Total Equity Fixed Income Balanced Money Market Alternatives (4)

December 31, 2016 144.4 93.5 41.7 — — 9.2



Long-term net flows 1.9 (0.6) 4.5 — — (2.0)



Total net flows 3.1 0.6 4.5 — — (2.0)

Market gains and losses/reinvestment 9.0 9.4 0.3 — — (0.8)



June 30, 2017 156.6 103.5 46.5 — — 6.6

Average AUM 154.1 100.7 45.3 — — 8.1

% of total average AUM 100.0% 65.3% 29.4% —% —% 5.3%

December 31, 2015 139.1 91.0 38.6 — 0.4 9.1



Long-term net flows 2.7 — 2.3 — — 0.4


Net flows in institutional money market funds (0.2) — — — (0.2) —

Total net flows (3.9) (6.4) 2.3 — (0.2) 0.4

Market gains and losses/reinvestment 1.3 0.3 0.7 — — 0.3

Acquisitions/dispositions, net (3.2) — (2.7) — — (0.5)


June 30, 2016 133.5 84.9 38.9 — 0.2 9.5

Average AUM 129.3 84.1 36.4 — 0.2 8.6

% of total average AUM 100.0% 65.0% 28.2% —% 0.2% 6.7%

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Total AUM by Client Domicile (6)


$ in billions Total U.S. Canada U.K. Continental Europe AsiaMarch 31, 2017 834.8 550.0 23.9 101.0 77.6 82.3



Long-term net flows (0.6) (2.8) 0.1 (1.1) 4.0 (0.8)


Net flows in institutional money market funds 2.8 3.6 — (1.8) (0.1) 1.1

Total net flows 2.4 1.0 0.1 (2.9) 3.9 0.3



June 30, 2017 858.3 559.2 24.8 103.8 86.6 83.9

March 31, 2016 771.5 507.5 22.9 99.2 74.9 67.0



Long-term net flows 4.5 2.1 (0.2) (0.6) (0.9) 4.1


Net flows in institutional money market funds 2.0 (1.1) 0.4 — — 2.7

Total net flows 2.7 (2.8) 0.2 (0.6) (0.9) 6.8


Acquisitions/dispositions, net 2.4 — — — — 2.4

Foreign currency translation (7.7) (0.1) (0.1) (6.5) (1.5) 0.5

June 30, 2016 779.6 512.5 23.1 93.8 72.8 77.4


$ in billions Total U.S. Canada U.K. Continental Europe AsiaDecember 31, 2016 812.9 539.5 23.1 98.2 72.1 80.0



Long-term net flows 1.2 (1.9) (0.1) (2.9) 5.7 0.4


Net flows in institutional money market funds (5.3) (3.6) — (1.5) 0.5 (0.7)

Total net flows (2.9) (4.3) (0.1) (4.4) 6.2 (0.3)




June 30, 2017 858.3 559.2 24.8 103.8 86.6 83.9

December 31, 2015 775.6 510.7 21.7 104.2 75.4 63.6



Long-term net flows 3.2 (0.2) (0.4) (1.4) (2.5) 7.7


Net flows in institutional money market funds 5.8 3.9 0.4 (0.8) — 2.3

Total net flows 2.6 (2.7) — (2.2) (2.5) 10.0

Market gains and losses/reinvestment 7.7 8.2 (0.1) 0.7 (1.0) (0.1)

Acquisitions/dispositions, net (1.2) (3.6) — — — 2.4

Foreign currency translation (5.1) (0.1) 1.5 (8.9) 0.9 1.5

June 30, 2016 779.6 512.5 23.1 93.8 72.8 77.4

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Passive AUM by Client Domicile (6)


$ in billions Total U.S. Canada U.K. Continental Europe AsiaMarch 31, 2017 154.3 150.2 0.5 — 2.0 1.6

Long-term inflows 8.6 8.2 0.1 — 0.3 —

Long-term outflows (9.0) (8.2) — — (0.3) (0.5)

Long-term net flows (0.4) — 0.1 — — (0.5)



Total net flows (0.2) 0.2 0.1 — — (0.5)

Market gains and losses/reinvestment 2.5 2.4 — — 0.1 —

Foreign currency translation — — — — — —

June 30, 2017 156.6 152.8 0.6 — 2.1 1.1

March 31, 2016 131.1 126.7 0.4 — 1.8 2.2


Long-term outflows (7.8) (7.6) — — (0.2) —

Long-term net flows 4.5 4.5 0.1 — (0.1) —


Net flows in institutional money market funds 0.1 — — — — 0.1

Total net flows 0.8 0.7 0.1 — (0.1) 0.1

Market gains and losses/reinvestment 1.5 1.5 — — — —

Acquisitions/dispositions, net — — — — — —Foreign currency translation 0.1 — — — — 0.1

June 30, 2016 133.5 128.9 0.5 — 1.7 2.4


$ in billions Total U.S. Canada U.K. Continental Europe AsiaDecember 31, 2016 144.4 139.9 0.5 — 1.9 2.1


Long-term outflows (18.5) (16.9) — — (0.4) (1.2)

Long-term net flows 1.9 3.0 0.1 — — (1.2)



Total net flows 3.1 4.2 0.1 — — (1.2)

Market gains and losses/reinvestment 9.0 8.7 — — 0.2 0.1



June 30, 2017 156.6 152.8 0.6 — 2.1 1.1

December 31, 2015 139.1 134.4 0.4 — 1.9 2.4


Long-term outflows (19.5) (19.0) (0.1) — (0.4) —

Long-term net flows 2.7 2.8 0.1 — (0.2) —


Net flows in institutional money market funds (0.2) — — — — (0.2)

Total net flows (3.9) (3.6) 0.1 — (0.2) (0.2)

Market gains and losses/reinvestment 1.3 1.3 — — — —

Acquisitions/dispositions, net (3.2) (3.2) — — — —Foreign currency translation 0.2 — — — — 0.2

June 30, 2016 133.5 128.9 0.5 — 1.7 2.4

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____________

(1) Channel refers to the internal distribution channel from which the AUM originated. Retail AUM represents AUM distributed by the company's retail sales team. Institutional AUM representsAUM distributed by our institutional sales team. This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates.

(2) Asset classes are descriptive groupings of AUM by common type of underlying investments.(3) During January 2017, the company reclassified certain AUM previously classified in fixed income to money market totaling $3.0 billion.(4) There have been no significant changes to the managed objectives under the Alternatives asset class, which are disclosed in our most recent Form 10-K for the year ended December 31, 2016 .(5) Ending Money Market AUM includes $71.7 billion in institutional money market AUM.(6) Client domicile disclosure groups AUM by the domicile of the underlying clients.

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Results of Operations for the three and six months ended June 30, 2017 compared to the three and six months ended June 30, 2016

The discussion below includes the use of non-GAAP financial measures. See “Schedule of Non-GAAP Information” for additional details and reconciliations of the most directly comparable U.S.GAAP measures to the non-GAAP measures.

Operating Revenues and Net Revenues

The main categories of revenues, and the dollar and percentage change between the periods, are as follows:

Variance Variance Three months ended June 30, 2017 vs 2016 Six months ended June 30, 2017 vs 2016

$ in millions 2017 2016 $ Change % Change 2017 2016 $ Change % ChangeInvestment management fees 1,010.4 946.7 63.7 6.7 % 1,965.6 1,860.3 105.3 5.7 %

Service and distribution fees 211.3 203.4 7.9 3.9 % 417.7 401.1 16.6 4.1 %

Performance fees 16.7 8.9 7.8 87.6 % 28.0 23.4 4.6 19.7 %

Other 16.0 30.4 (14.4) (47.4)% 35.7 53.3 (17.6) (33.0)%

Total operating revenues 1,254.4 1,189.4 65.0 5.5 % 2,447.0 2,338.1 108.9 4.7 %

Third-party distribution, service and advisory expenses (365.9) (348.4) (17.5) 5.0 % (715.2) (695.6) (19.6) 2.8 %Proportional share of revenues, net of third-party distributionexpenses, from joint venture investments 11.5 10.5 1.0 9.5 % 22.1 21.6 0.5 2.3 %

CIP 6.3 5.1 1.2 23.5 % 19.5 10.6 8.9 84.0 %

Net revenues 906.3 856.6 49.7 5.8 % 1,773.4 1,674.7 98.7 5.9 %

Net revenues are operating revenues less third-party distribution, service and advisory expenses, plus our proportional share of net revenues from joint venture arrangements, plus managementand performance fees earned from, less other revenues recorded by, CIP. See "Schedule of Non-GAAP Information" for additional important disclosures regarding the use of net revenues.

The impact of foreign exchange rate movements decreased operating revenues by $36.4 million , equivalent to 2.9% of total operating revenues, during the three months ended June 30, 2017when compared to the three months ended June 30, 2016 . The impact of foreign exchange rate movements decreased operating revenues by $72.4 million , equivalent to 3.0% of total operatingrevenues, during the six months ended June 30, 2017 when compared to the six months ended June 30, 2016 .

Additionally, our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) andchanges in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. As discussed in the Executive Overview, returns frommost capital markets were positive in the three and six months ended June 30, 2017 .

InvestmentManagementFees

Investment management fees increased by $63.7 million ( 6.7% ) in the three months ended June 30, 2017 , to $1,010.4 million ( three months ended June 30, 2016 : $946.7 million ). Thiscompares to an 8.2% increase in average AUM. The impact of foreign exchange rate movements decreased investment management fees by $35.2 million during the three months ended June 30,2017 as compared to the three months ended June 30, 2016 . After allowing for foreign exchange movements, investment management fees increased by $98.9 million ( 10.4% ).

Investment management fees increased by $105.3 million ( 5.7% ) in the six months ended June 30, 2017 , to $1,965.6 million ( six months ended June 30, 2016 : $1,860.3 million ). Thiscompares to a 9.6% increase in average AUM. The impact of foreign exchange rate movements decreased investment management fees by $70.9 million during the six months ended June 30, 2017as compared to the six months ended June 30, 2016 . After allowing for foreign exchange movements, investment management fees increased by $176.2 million ( 9.5% ).

In addition to foreign exchange movements, the change in product mix of AUM results in changes in the average revenue yield derived from AUM due to differing fee rates and structures, whichimpacts our management fees. See the company's disclosures regarding the changes in AUM and revenue yields during the three and six months ended June 30, 2017 in the

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“Assets Under Management” section above for additional information regarding the impact of changes in AUM on management fee yields.

ServiceandDistributionFees

In the three months ended June 30, 2017 , service and distribution fees increased by $7.9 million ( 3.9% ) to $211.3 million ( three months ended June 30, 2016 : $203.4 million ). The impact offoreign exchange rate movements decreased service and distribution fees by $0.3 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 . In thesix months ended June 30, 2017 , service and distribution fees increased by $16.6 million ( 4.1% ) to $417.7 million ( six months ended June 30, 2016 : $401.1 million ). Foreign exchange ratemovements decreased service and distribution fees by $0.1 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 . In both periods, the increaseresults from increases in AUM to which these fees apply.

PerformanceFees

Of our $858.3 billion in AUM at June 30, 2017 , approximately $45.3 billion or 5.3% , could potentially earn performance fees , including carried interests and performance fees related topartnership investments and separate accounts.

In the three months ended June 30, 2017 , performance fees increased by $7.8 million ( 87.6% ) to $16.7 million when compared to the performance fees in the three months ended June 30, 2016of $8.9 million . The impact of foreign exchange rate movements decreased performance fees by $0.7 million during the three months ended June 30, 2017 as compared to the three months endedJune 30, 2016 . Performance fees during the second quarter of 2017 primarily included $7.4 million from U.K. investment teams, $5.8 million from private equity investment teams, $2.2 millionfrom Asian-Pacific investment teams.

In the six months ended June 30, 2017 , performance fees decreased by $4.6 million ( 19.7% ) to $28.0 million when compared to the performance fees in the six months ended June 30, 2016 of$23.4 million . The impact of foreign exchange rate movements decreased performance fees by $1.0 million during the six months ended June 30, 2017 as compared to the six months endedJune 30, 2016 . Performance fees during the six months ended June 30, 2017 primarily included $6.4 million from private equity investment teams, $6.4 million from bank loan products, $8.6million from U.K. investment teams, $3.9 million from real estate and $2.2 million from Asian-Pacific investment teams.

OtherRevenues

In the three months ended June 30, 2017 , other revenues decreased by $14.4 million ( 47.4% ) to $16.0 million ( three months ended June 30, 2016 : $30.4 million ). The impact of foreignexchange rate movements decreased other revenues by $0.2 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 . After allowing for foreignexchange rate changes, the decrease in other revenues was $14.2 million . The decrease in other revenues during the three months ended June 30, 2017 compared to the three months ended June 30,2016 relates primarily to decreases in real estate transaction fees of $6.7 million and UIT front end fees of $6.3 million.

In the six months ended June 30, 2017 , other revenues decreased by $17.6 million ( 33.0% ) to $35.7 million ( six months ended June 30, 2016 : $53.3 million ). The impact of foreign exchangerate movements decreased other revenues by $0.4 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 . After allowing for foreign exchange ratechanges, the decrease in other revenues was $17.2 million . The decrease in other revenues during the six months ended June 30, 2017 compared to the six months ended June 30, 2016 relatesprimarily to decreases in UIT front end fees of $10.4 million and real estate transaction fees of $5.2 million.

Third-PartyDistribution,ServiceandAdvisoryExpenses

Third-party distribution, service and advisory expenses increased by $17.5 million ( 5.0% ) in the three months ended June 30, 2017 to $365.9 million ( three months ended June 30, 2016 : $348.4million ). The impact of foreign exchange rate movements decreased third-party distribution, service and advisory expenses by $7.3 million during the three months ended June 30, 2017 ascompared to the three months ended June 30, 2016 . After allowing for foreign exchange rate changes, the increase in third-party distribution, service and advisory expenses was $24.8 million .Increases in third-party distribution, service and advisory expenses in the three months ended June 30, 2017 included renewal commission increases of $11.6 million, asset and sales based feeincreases of $7.0 million, service fees increases of $5.4 million, increases in rebates of $3.4 million offset by a decrease in other transaction fees of $2.4 million. These increases in third-partydistribution, service and advisory expenses are in line with the increases in related AUM.

Third-party distribution, service and advisory expenses increased by $19.6 million ( 2.8% ) in the six months ended June 30, 2017 to $715.2 million ( six months ended June 30, 2016 : $695.6million ). The impact of foreign exchange rate movements

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decreased third-party distribution, service and advisory expenses by $13.3 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 . After allowingfor foreign exchange rate changes, the increase in third-party distribution, service and advisory expenses was $32.9 million . Increases in third-party distribution, service and advisory expenses inthe six months ended June 30, 2017 as compared to the same periods in 2016 reflects the changes in related AUM. Increases in asset and sales based fees of $18.5 million, service fees increases of$15.1 million and renewal commission increases of $6.7 million were partially offset by decreases in rebates of $4.5 million and other transaction fees of $3.4 million.

Proportionalshareofrevenues,netofthird-partydistributionexpenses,fromjointventureinvestments

Management believes that the addition of our proportional share of revenues, net of third-party distribution expenses, from joint venture arrangements should be added to operating revenues toarrive at net revenues, as it is important to evaluate the contribution to the business that our joint venture arrangements are making. See “Schedule of Non-GAAP Information” for additionaldisclosures regarding the use of net revenues. The company's most significant joint venture arrangement is our 49% investment in Invesco Great Wall Fund Management Company Limited (the“Invesco Great Wall” joint venture).

Our proportional share of revenues, net of third-party distribution expenses, from joint venture investments increased by $1.0 million ( 9.5% ) to $11.5 million for the three months ended June 30,2017 ( three months ended June 30, 2016 : $10.5 million ). The increase relates primarily to increased performance fees in 2017. Our share of the Invesco Great Wall joint venture's average AUMfor the three months ended June 30, 2017 was $8.1 billion compared to $8.6 billion for the three months ended June 30, 2016 .

Our proportional share of revenues, net of third-party distribution expenses, from joint venture investments increased by $0.5 million ( 2.3% ) to $22.1 million for the six months ended June 30,2017 ( six months ended June 30, 2016 : $21.6 million ). Our share of the Invesco Great Wall joint venture's average AUM for the six months ended June 30, 2017 was $8.2 billion compared to$8.1 billion for the six months ended June 30, 2016 .

Management,performanceandotherfeesearnedfromCIP

Management believes that the consolidation of investment products may impact a reader's analysis of our underlying results of operations and could result in investor confusion or the productionof information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly,management believes that it is appropriate to adjust operating revenues for the impact of CIP in calculating net revenues. As management and performance fees earned by Invesco from theconsolidated products are eliminated upon consolidation of the investment products, management believes that it is appropriate to add these operating revenues back in the calculation of netrevenues. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of net revenues.

The elimination of management and performance fees earned from CIP was $6.3 million in the three months ended June 30, 2017 ( three months ended June 30, 2016 : $5.1 million ). Theincrease is primarily due to the increase in performance fees earned from CLOs.

The elimination of management and performance fees earned from CIP was $19.5 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 : $10.6 million ). The increaseis primarily due to the increase in performance fees earned from CLOs.

Operating Expenses

The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows:

Variance Variance

Three months ended June 30, 2017 vs 2016 Six months ended June 30,

2016 2017 vs 2016

$ in millions 2017 2016 $ Change % Change 2017 2016 $ Change % ChangeThird-party distribution, service and advisory 365.9 348.4 17.5 5.0% 715.2 695.6 19.6 2.8%

Employee compensation 365.6 350.3 15.3 4.4% 762.4 694.7 67.7 9.7%

Marketing 29.1 28.3 0.8 2.8% 53.5 53.2 0.3 0.6%

Property, office and technology 89.0 82.3 6.7 8.1% 174.5 162.2 12.3 7.6%

General and administrative 85.9 78.6 7.3 9.3% 163.9 156.5 7.4 4.7%

Total operating expenses 935.5 887.9 47.6 5.4% 1,869.5 1,762.2 107.3 6.1%

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The tables below set forth these expense categories as a percentage of total operating expenses and operating revenues, which we believe provides useful information as to the relativesignificance of each type of expense.

$ in millionsThree months ended June

30, 2017 % of Total Operating

Expenses % of Operating

Revenues Three months ended June



RevenuesThird-party distribution, service and advisory 365.9 39.1% 29.2% 348.4 39.2% 29.3%

Employee compensation 365.6 39.1% 29.1% 350.3 39.5% 29.5%

Marketing 29.1 3.1% 2.3% 28.3 3.2% 2.4%

Property, office and technology 89.0 9.5% 7.1% 82.3 9.3% 6.9%

General and administrative 85.9 9.2% 6.8% 78.6 8.9% 6.6%

Total operating expenses 935.5 100.0% 74.6% 887.9 100.0% 74.7%

$ in millionsSix months ended June



Revenues Six months ended June



RevenuesThird-party distribution, service and advisory 715.2 38.3% 29.2% 695.6 39.5% 29.8%

Employee compensation 762.4 40.8% 31.2% 694.7 39.4% 29.7%

Marketing 53.5 2.9% 2.2% 53.2 3.0% 2.3%

Property, office and technology 174.5 9.3% 7.1% 162.2 9.2% 6.9%

General and administrative 163.9 8.8% 6.7% 156.5 8.9% 6.7%

Total operating expenses 1,869.5 100.0% 76.4% 1,762.2 100.0% 75.4%

During the three months ended June 30, 2017 , operating expenses increased by $47.6 million ( 5.4% ) to $935.5 million ( three months ended June 30, 2016 : $887.9 million ). The impact offoreign exchange rate movements decreased operating expenses by $21.7 million , or 2.3% of total operating expenses, during the three months ended June 30, 2017 as compared to the threemonths ended June 30, 2016 .

During the six months ended June 30, 2017 , operating expenses increased by $107.3 million ( 6.1% ) to $1,869.5 million ( six months ended June 30, 2016 : $1,762.2 million ). The impact offoreign exchange rate movements decreased operating expenses by $43.5 million , or 2.3% of total operating expenses, during the six months ended June 30, 2017 as compared to the six monthsended June 30, 2016 .

Third-PartyDistribution,ServiceandAdvisoryExpenses

Third-party distribution, service and advisory expenses are discussed above in the operating and net revenues section.

EmployeeCompensation

Employee compensation increased $15.3 million ( 4.4% ) to $365.6 million in the three months ended June 30, 2017 ( three months ended June 30, 2016 : $350.3 million ). The impact offoreign exchange rate movements decreased employee compensation by $8.5 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 . Afterallowing for foreign exchange rate changes, the increase in employee compensation was $23.8 million .

Increases in compensation expense during the three months ended June 30, 2017 were primarily driven by an increase of $12.3 million in staff severance costs, of which $3.9 million wasassociated with the business optimization initiative. Increases in base salaries of $5.2 million and variable compensation of $7.1 million were partially offset by decreases of $1.1 million in salesincentives and commissions.

Employee compensation increased $67.7 million ( 9.7% ) to $762.4 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 : $694.7 million ). The impact of foreignexchange rate movements decreased employee compensation by $18.4 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 . After allowing forforeign exchange rate changes, the increase in employee compensation was $86.1 million .

Increases in compensation expense during the six months ended June 30, 2017 were primarily driven by an increase of $28.0 million in staff severance costs, of which $19.6 million wasassociated with the business optimization initiative and also an increase of $18.3 million in deferred compensation costs related to accelerated vesting for multiple senior executive retirements.Increases in compensation expense as compared to the six months ended June 30, 2016 also included increases of

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$14.6 million in variable compensation, $11.6 million in base salaries driven by increased headcount and annual raises, $9.4 million in benefit costs and $4.2 million in sales incentives andcommissions.

Headcount at June 30, 2017 was 6,888 ( June 30, 2016 : 6,796 ). The increase in headcount is primarily attributable to growth in our shared service centers.

Marketing

Marketing expenses increased by $0.8 million ( 2.8% ) in the three months ended June 30, 2017 to $29.1 million ( three months ended June 30, 2016 : $28.3 million ). The impact of foreignexchange rate movements decreased marketing expenses by $1.0 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 . After allowing forforeign exchange rate changes, the increase in marketing expenses was $1.8 million .

Marketing expenses increased by $0.3 million ( 0.6% ) in the six months ended June 30, 2017 to $53.5 million ( six months ended June 30, 2016 : $53.2 million ). The impact of foreign exchangerate movements decreased marketing expenses by $1.6 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 . After allowing for foreign exchangerate changes, the increase in marketing expenses was $1.9 million .

Property,OfficeandTechnology

Property, office and technology costs increased by $6.7 million ( 8.1% ) to $89.0 million in the three months ended June 30, 2017 ( three months ended June 30, 2016 : $82.3 million ). Theimpact of foreign exchange rate movements decreased property, office and technology expenses by $2.1 million during the three months ended June 30, 2017 as compared to the three months endedJune 30, 2016 . After allowing for foreign exchange rate movements, the increase was $8.8 million . This increase was comprised of a $6.4 million increase in technology and communicationsexpenses primarily due to increases in outsourced administration costs of $4.7 million and increases in depreciation and maintenance of $2.0 million. Property and office costs increased $2.5million over the comparable 2016 period, primarily due to increases in property taxes and office expenses of $1.6 million and rent expense of $0.8 million.

Property, office and technology costs increased by $12.3 million ( 7.6% ) to $174.5 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 : $162.2 million ). The impactof foreign exchange rate movements decreased property, office and technology expenses by $4.4 million during the six months ended June 30, 2017 as compared to the six months ended June 30,2016 . After allowing for foreign exchange rate movements, the increase was $16.7 million . This increase was comprised of a $11.9 million increase in technology and communications expensesprimarily due to increases in outsourced administration costs of $8.4 million and increases in depreciation and maintenance of $3.9 million. Property and office costs increased $4.8 million over thecomparable 2016 period, primarily due to increases in property taxes and office expenses of $2.0 million, depreciation expense of $1.1 million and rent expenses of $1.7 million.

GeneralandAdministrative

General and administrative expenses increased by $7.3 million ( 9.3% ) to $85.9 million in the three months ended June 30, 2017 ( three months ended June 30, 2016 : $78.6 million ). The impactof foreign exchange rate movements decreased general and administrative expenses by $2.8 million during the three months ended June 30, 2017 as compared to the three months ended June 30,2016 . After allowing for foreign exchange rate movements, general and administrative costs increased $10.1 million compared to the same period in 2016 .

Increases in general and administrative expenses for the three months ended June 30, 2017 were driven by increases in consulting, audit, legal and professional services costs of $11.1 million,which were primarily associated with the business optimization initiative and Source acquisition-related costs. Also impacting general and administrative expenses was an increase in legalsettlement expenses of $4.9 million related to a credit on a previous regulatory charge that was recorded during the three months ended June 30, 2016 , and a 2017 increase in fund expenses of $1.2million. These increases were partially offset by a decrease of $5.5 million in fund launch costs incurred by CIP and a decrease of $2.2 million related to foreign currency transaction cost comparedto the three months ended June 30, 2016 .

General and administrative expenses increased by $7.4 million ( 4.7% ) to $163.9 million in the six months ended June 30, 2017 ( three months ended June 30, 2016 : $156.5 million ). Theimpact of foreign exchange rate movements decreased general and administrative expenses by $5.8 million during the six months ended June 30, 2017 as compared to the six months ended June 30,2016 . After allowing for foreign exchange rate movements, general and administrative costs increased $13.2 million compared to the same period in 2016 .

General and administrative expenses for the six months ended June 30, 2017 included an increase of $18.6 million in consulting, audit, legal and professional services costs, primarily related tothe business optimization initiative and acquisition-

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related costs. General and administrative expenses also included an increase of $3.1 million in irrecoverable taxes and an increase of $1.3 million in fund expenses compared to the six months endedJune 30, 2016 . These increases were partially offset by a decrease of $7.1 million in fund launch costs incurred by CIPs and a decrease of $1.1 million in legal settlement expense related toregulatory investigations which incurred in the six months ended June 30, 2016 .

Other Income and Expenses

The main categories of other income and expenses, and the dollar and percentage changes between periods are as follows:

Variance Variance Three months ended June 30, 2017 vs 2016 Six months ended June 30, 2017 vs 2016

$ in millions 2017 2016 $ Change % Change 2017 2016 $ Change % ChangeEquity in earnings of unconsolidated affiliates 10.5 4.6 5.9 128.3 % 28.2 (7.6) 35.8 N/A

Interest and dividend income 1.6 2.5 (0.9) (36.0)% 4.5 6.1 (1.6) (26.2)%

Interest expense (23.6) (22.1) (1.5) 6.8 % (47.6) (46.0) (1.6) 3.5 %

Other gains and losses, net 2.5 (4.2) 6.7 N/A 8.7 (8.9) 17.6 N/A

Other income/(expense) of CIP, net 32.3 37.9 (5.6) (14.8)% 60.8 30.4 30.4 100.0 %

Total other income and expenses 23.3 18.7 4.6 24.6 % 54.6 (26.0) 80.6 N/A

Equityinearningsofunconsolidatedaffiliates

Equity in earnings of unconsolidated affiliates increased by $5.9 million to $10.5 million in the three months ended June 30, 2017 ( three months ended June 30, 2016 : $4.6 million ). Theincrease in equity in earnings is driven by increases of $4.1 million in earnings from our private equity investments and increases of $1.6 million in earnings from our joint venture investments inChina.

Equity in earnings of unconsolidated affiliates increased by $35.8 million to $28.2 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 : $7.6 million loss). Theincrease is primarily due to a non-cash impairment charge of $17.8 million related to the company's former 49% investment in its Indian joint venture taken in the first quarter of 2016. The increasealso results from a $13.2 million increase in earnings from our investments in real estate products and an increase of $5.9 million from our private equity investments.

Othergainsandlosses,net

Other gains and losses, net were a gain of $2.5 million in the three months ended June 30, 2017 as compared to a net loss of $4.2 million in the three months ended June 30, 2016 . The 2017period included realized investment gains of $5.8 million ( three months ended June 30, 2016 : $0.4 million net loss), net trading gains of $4.9 million on the appreciation of investments and thetotal return swap held for our deferred compensation plans ( three months ended June 30, 2016 : $3.6 million net gain), $3.8 million gains related to the mark-to-market on our trading seed money (three months ended June 30, 2016 : $2.3 million net gain) and $0.2 million related to an acquisition-related change in the fair value of the contingent consideration liability ( three months endedJune 30, 2016 : $15.1 million net loss). These gains were partially offset by net losses during the period of $9.2 million related to the mark-to-market of foreign exchange put option contractsintended to provide protection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and Euro/U.S. Dollar foreign exchange rates ( three months ended June 30, 2016 :$6.6 million gain) and an investment impairment charge of $3.2 million.

Other gains and losses, net were a gain of $8.7 million in the six months ended June 30, 2017 as compared to a net loss of $8.9 million in the six months ended June 30, 2016 . The 2017 periodincluded net trading gains of $14.9 million on the appreciation of investments and instruments held for our deferred compensation plans ( six months ended June 30, 2016 : $ 1.9 million net gain),$9.2 million related to the mark-to-market on our trading seed money ( six months ended June 30, 2016 : $0.5 million net gain), realized investment gains of $5.4 million ( six months endedJune 30, 2016 : $0.2 million net loss) and $1.0 million related to an acquisition-related change in the fair value of the contingent consideration liability ( six months ended June 30, 2016 :$11.6 million net loss). These gains were partially offset by net losses during the period of $17.4 million related to the mark-to-market of foreign exchange put option contracts intended to provideprotection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and Euro/U.S. Dollar foreign exchange rates and $0.5 million resulting from the revaluation of intercompanyforeign currency denominated loans into the various functional currencies of our subsidiaries ( six months ended June 30, 2016 : $9.1 million net gain and $6.9 million net loss, respectively). Othergains and losses in the six months ended June 30, 2017 also included an investment impairment charge of $3.2 million.

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Otherincome/(expense)ofCIP

In the three months ended June 30, 2017 , interest and dividend income of CIP increased by $3.7 million ( 8.0% ) to $49.9 million ( three months ended June 30, 2016 : $46.2 million ). Interestexpense of CIP increased by $11.5 million ( 34.5% ) to $44.8 million ( three months ended June 30, 2016 : $33.3 million ).

In the six months ended June 30, 2017 , interest and dividend income of CIP increased by $13.1 million ( 14.5% ) to $103.7 million ( six months ended June 30, 2016 : $90.6 million ). Interestexpense of CIP increased by $20.4 million ( 33.7% ) to $81.0 million ( six months ended June 30, 2016 : $60.6 million ).

The increase in interest income and interest expense of CIP in 2017 is primarily due to the impact of newly consolidated CLOs and other funds during 2016 and the six months ended 2017 .

Included in other gains/(losses) of CIP, net, are realized and unrealized gains and losses on the underlying investments and debt of CIP. In the three months ended June 30, 2017 , other gains andlosses of CIP were a net gain of $27.2 million , as compared to a net gain of $25.0 million in the three months ended June 30, 2016 . The net gain during the three months ended June 30, 2017 wasattributable to market-driven gains of investments held by consolidated funds.

Included in other gains/(losses) of CIP, net, are realized and unrealized gains and losses on the underlying investments and debt of CIP. In the six months ended June 30, 2017 , other gains andlosses of CIP were a net gain of $38.1 million , as compared to a net gain of $0.4 million in the six months ended June 30, 2016 . The net gain during the six months ended June 30, 2017 wasattributable to market-driven gains of investments held by consolidated funds.

NetimpactofCIPandrelatednoncontrollinginterestsinconsolidatedentities

The net impact to net income attributable to Invesco Ltd. in each period primarily represents the changes in the value of the company's holding in its consolidated CLOs, which is reclassified intoother gains/(losses) from accumulated other comprehensive income upon consolidation. The consolidation of investment products during the three months ended June 30, 2017 resulted in a netdecrease in net income attributable to Invesco Ltd. of $2.9 million ( three months ended June 30, 2016 : $8.0 million increase ). The consolidation of investment products during the six monthsended June 30, 2017 resulted in a net increase in net income attributable to Invesco Ltd. of $2.8 million ( six months ended June 30, 2016 ; $0.4 million decrease).

Noncontrolling interests in consolidated entities represent the profit or loss amounts attributed to third party investors in CIP. The impact of any gains or losses resulting from valuation changesin the investments of non-CLO CIP attributable to the interests of third parties are offset by resulting changes in gains and losses attributable to noncontrolling interests in consolidated entities andtherefore do not have a material effect on the financial condition, operating results (including earnings per share), liquidity or capital resources of the company's common shareholders. Similarly,any gains or losses resulting from valuation changes in the investments of CLOs attributable to the interests of third parties are offset by the calculated value of the notes issued by the CLOs(offsetting in other gains/(losses) of CIP) and therefore also do not have a material effect on the financial condition, operating results (including earnings per share), liquidity or capital resources ofthe company's common shareholders.

Additionally, CIP represent less than 1% of the company's AUM. Therefore, the net gains or losses of CIP are not indicative of the performance of the company's aggregate AUM.

IncomeTaxExpense

The company's subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory tax rate will vary fromyear to year depending on the mix of the profits and losses of the company's subsidiaries.

Our effective tax rate increased to 27.1% for the three months ended June 30, 2017 ( three months ended June 30, 2016 : 26.1% ). The inclusion of income from non-controlling interests inconsolidated entities decreased our effective tax rate by 0.8% in 2017 and decreased our rate by 1.0% in 2016 . 2017 included a 0.3% rate decrease related to excess tax benefits on share basedcompensation for vestings of our annual share awards. Included in the rate for 2017 were changes in our profit mix and movement from our foreign currency hedge contracts. 2016 included a 0.5%rate decrease as a result adjustments related to changes in the fair value of contingent consideration discussed above.

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Our effective tax rate decreased to 26.6% for the six months ended June 30, 2017 ( six months ended June 30, 2016 : 28.3% ). The inclusion of income from non-controlling interests inconsolidated entities decreased our effective tax rate by 0.5% in 2017 and decreased our rate by 0.4% in 2016 . 2017 included a 0.4% rate decrease related to excess tax benefits on share basedcompensation for vestings of our annual share awards. Included in the rate decrease for 2017 were expenses related to the retirement costs and business optimization costs discussed above, changesin our profit mix and movement from our foreign currency hedge contracts. 2016 included a 0.3% rate decrease as a result of adjustments related to changes in the fair value of contingentconsideration discussed above and a 0.9% rate increase as a result of the non-cash impairment charge related to the company's former 49% investment in its Indian joint venture.

Schedule of Non-GAAP Information

We are presenting the following non-GAAP performance measures: net revenues (and by calculation, net revenue yield on AUM), adjusted operating income, adjusted operating margin, adjustednet income attributable to Invesco Ltd., and adjusted diluted EPS. We believe these non-GAAP measures provide greater transparency into our business on an ongoing operations basis and allowmore appropriate comparisons with industry peers. Management uses these performance measures to evaluate the business and for internal management reporting. The most directly comparableU.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable to Invesco Ltd., and diluted EPS. Eachof these measures is discussed more fully below.

These non-GAAP measures should not be considered as substitutes for any measures derived in accordance with U.S. GAAP and may not be comparable to other similarly titled measures ofother companies. Additional reconciling items may be added in the future to these non-GAAP measures if deemed appropriate. The tax effect related to reconciling items have been calculated basedon the tax rate attributable to the jurisdiction to which the transaction relates.

The following are reconciliations of operating revenues, operating income (and by calculation, operating margin), and net income attributable to Invesco Ltd. (and by calculation, diluted EPS) ona U.S. GAAP basis to net revenues, adjusted operating income (and by calculation, adjusted operating margin), and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusteddiluted EPS). Notes to the reconciliations follow the tables.

Reconciliation of Operating revenues to Net revenues:


$ in millions 2017 2016 2017 2016

Operating revenues, U.S. GAAP basis 1,254.4 1,189.4 2,447.0 2,338.1Proportional share of revenues, net of third-party distribution expenses, from joint ventureinvestments (1) 11.5 10.5 22.1 21.6

Third party distribution, service and advisory expenses (2) (365.9) (348.4) (715.2) (695.6)CIP (3) 6.3 5.1 19.5 10.6

Net revenues 906.3 856.6 1,773.4 1,674.7

Reconciliation of Operating income to Adjusted operating income:


$ in millions 2017 2016 2017 2016

Operating income, U.S. GAAP basis 318.9 301.5 577.5 575.9Proportional share of net operating income from joint venture investments (1) 5.3 4.2 6.6 7.5CIP (3) 8.5 13.0 20.5 20.3Business combinations (4) 8.4 4.5 13.5 14.0Compensation expense related to market valuation changes in deferred compensation plans (5) 3.4 1.8 9.1 1.6Other reconciling items (6) 12.0 5.4 56.4 18.2

Adjusted operating income 356.5 330.4 683.6 637.5

Operating margin* 25.4% 25.3% 23.6% 24.6%Adjusted operating margin** 39.3% 38.6% 38.5% 38.1%

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Reconciliation of Net income attributable to Invesco Ltd. to Adjusted net income attributable to Invesco Ltd.:



Net income attributable to Invesco Ltd., U.S. GAAP basis 239.6 225.5 451.6 386.5CIP (3) 2.9 (8.0) (2.8) 0.4Business combinations, net of tax (4) 10.9 17.9 19.6 45.2Deferred compensation plan market valuation changes and dividend income less compensationexpense, net of tax (5) (1.1) (1.3) (4.0) (0.2)

Other reconciling items, net of tax (6) 12.2 (1.1) 50.6 5.9

Adjusted net income attributable to Invesco Ltd. 264.5 233.0 515.0 437.8

Average shares outstanding - diluted 410.3 419.1 409.2 419.1Diluted EPS $0.58 $0.54 $1.10 $0.92Adjusted diluted EPS*** $0.64 $0.56 $1.26 $1.04

____________* Operating margin is equal to operating income divided by operating revenues.** Adjusted operating margin is equal to adjusted operating income divided by net revenues.*** Adjusted diluted EPS is equal to adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted shares outstanding. There is no

difference between the calculated earnings per share amounts presented above and the calculated earnings per share amounts under the two class method.

(1) Proportionalshareofnetrevenuesandoperatingincomefromjointventureinvestments

The company's two joint venture investments in China are proportionately consolidated in the company's non-GAAP measures. Enhancing our operations in China is one effort that webelieve could improve our competitive position over time. Accordingly, we believe that it is appropriate to evaluate the contribution of our joint venture investments to the operations of thebusiness.

(2) Third-partydistribution,serviceandadvisoryexpenses

Third-party distribution, service and advisory expenses include renewal commissions, management fee rebates and distribution costs (12b-1 and marketing support) paid to brokers andindependent financial advisors, and other service and administrative fees paid to third parties. While the terms used for these types of expenses vary by geography, they are all expenseitems that are closely linked to the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements,the company must reflect these expenses gross of operating revenues under U.S. GAAP.

Management believes that the deduction of third-party distribution, service and advisory expenses from operating revenues in the computation of net revenues (and by calculation, netrevenue yield on AUM) and the related computation of adjusted operating income (and by calculation, adjusted operating margin) appropriately reflects the nature of these expenses asrevenue-sharing activities, as these costs are passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. Further, these expensesvary extensively by geography due to the differences in distribution channels. The net presentation assists in identifying the revenue contribution generated by the business, removingdistortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units.Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This financial measure is an indicatorof the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company’s performance relative to industry competitors and within thecompany for capital allocation purposes.

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(3) CIP

See Part I, Item 1, Financial Statements, Note 12 - “Consolidated Investment Products” for a detailed analysis of the impact to the company’s Condensed Consolidated FinancialStatements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove therevenues and expenses recorded by the consolidated products that have been included in the U.S. GAAP Condensed Consolidated Statements of Income.

Management believes that the consolidation of investment products may impact a reader's analysis of our underlying results of operations and could result in investor confusion or theproduction of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of thecompany. Accordingly, management believes that it is appropriate to adjust operating revenues, operating income and net income for the impact of CIP in calculating the respective netrevenues, adjusted operating income and adjusted net income.

CIP Revenue:



Management fees earned from CIP, eliminated upon consolidation 5.6 4.7 12.7 9.7Performance fees earned from CIP, eliminated upon consolidation 0.7 0.4 6.8 0.9

CIP related adjustments in arriving at net revenues 6.3 5.1 19.5 10.6

(4) Businesscombinations

Adjustments are comprised of amounts incurred by the company in connection with business combinations, including intangible asset amortization, changes in the fair value of thecontingent consideration liability payable in future periods, business combination-related transaction costs, impairments, employee compensation expenses associated with businesscombinations and all related tax effects, as well as the reversal of deferred tax liabilities recorded under U.S. GAAP resulting from tax amortization of goodwill and indefinite-livedintangible assets.

While finite-lived intangible assets are amortized under U.S. GAAP, there is no amortization charge on goodwill and indefinite-lived intangibles. In certain qualifying situations, these canbe amortized for tax purposes, generally over a 15-year period, as is the case in the U.S. These deferred tax liabilities represent tax benefits that are not included in the CondensedConsolidated Statements of Income absent an impairment charge or the disposal of the related business. The company receives these tax benefits but does not anticipate a sale orimpairment of these assets in the foreseeable future, and therefore the deferred tax liabilities recognized under U.S. GAAP are not expected to be used either through a credit in theCondensed Consolidated Statements of Income or through settlement of tax obligations.

Management believes it is useful to investors and other users of our Condensed Consolidated Financial Statements to adjust for these business combination-related items in arriving atadjusted operating income, adjusted operating margin and adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companiesthat may not have similar business combination-related charges.

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See table below for a reconciliation of business combination-related items:


$ in millions 2017 2016 2017 2016

Business combinations: Intangible amortization expense 3.5 3.4 6.9 6.9Employee compensation expense 1.6 0.3 2.7 5.7Other business combination-related items 3.3 0.8 3.9 1.4

Adjustments to operating income 8.4 4.5 13.5 14.0Changes in the fair value of contingent consideration (1.2) 15.1 (1.7) 11.6Other-than-temporary impairment — — — 17.8Taxation: Taxation on amortization (0.4) (0.3) (0.8) (0.7)Taxation on employee compensation expense (0.6) (0.1) (1.0) (2.1)Deferred taxation 4.9 4.7 9.8 9.6Taxation on other business combination-related items (0.7) (0.3) (0.9) (0.6)Taxation on changes in the fair value of contingent consideration 0.5 (5.7) 0.7 (4.4)

Adjustments to net income attributable to Invesco Ltd. 10.9 17.9 19.6 45.2

(5) Marketmovementondeferredcompensationplanliabilities

Certain deferred compensation plan awards involve a return to the employee linked to the appreciation (depreciation) of specified investments, typically the funds managed by theemployee. Invesco hedges economically the exposure to market movements.

Since these plans are hedged economically, management believes it is useful to reflect the offset ultimately achieved from hedging the investment market exposure in the calculation ofadjusted operating income (and by calculation, adjusted operating margin) and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS), to produceresults that will be more comparable period to period.

See below for a reconciliation of deferred compensation related items:


$ in millions 2017 2016 2017 2016

Market movement on deferred compensation plan liabilities: Compensation expense related to market valuation changes in deferred compensationliability 3.4 1.8 9.1 1.6

Adjustments to operating income 3.4 1.8 9.1 1.6Market valuation changes and dividend income from investments and instrumentsheld related to deferred compensation plans in other income/(expense) (5.1) (3.8) (15.3) (2.2)

Taxation: Taxation on deferred compensation plan market valuation changes and dividendincome less compensation expense 0.6 0.7 2.2 0.4

Adjustments to net income attributable to Invesco Ltd. (1.1) (1.3) (4.0) (0.2)

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(6) Otherreconcilingitems

Each of these other reconciling items has been adjusted from U.S. GAAP to arrive at the company's non-GAAP financial measures for the reasons either outlined in the paragraphs above,due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted from U.S. GAAP in a prior period.


$ in millions 2017 2016 2017 2016

Other non-GAAP adjustments: Business optimization charges: (a)

Employee compensation 3.9 4.4 19.6 8.4Consulting and temporary labor 6.9 5.5 15.1 8.6Property, office and technology 1.2 0.4 2.0 0.1

Regulatory charge (b) — (4.9) — 1.1Senior executive retirement and related costs (c) — — 19.7 —

Adjustments to operating income 12.0 5.4 56.4 18.2Foreign exchange hedge (gain)/loss (d) 7.1 (8.4) 21.0 (9.8)Taxation:

Taxation on business optimization charges (a) (4.2) (3.2) (12.9) (5.5)Taxation on regulatory-related charges (b) — 1.9 — (0.4)Taxation on foreign exchange hedge amortization (d) (2.7) 3.2 (8.0) 3.4Taxation on senior executive retirement and related costs (c) — — (5.9) —

Adjustments to net income attributable to Invesco Ltd. 12.2 (1.1) 50.6 5.9

(a) Business optimization: Operating expenses for the three and six months ended June 30, 2017 include costs associated with a business transformation initiative discussed in Part I,Item 1, Financial Statements - Note 14 , "Business Optimization."

(b) General and administrative expense for the three and six months ended June 30, 2016 include a net settlement credit of $4.9 million and a net settlement charge of $1.1 millionpertaining to regulatory actions.

(c) Operating expenses for the six months ended June 30, 2017 reflect the cost of multiple senior executive retirements, including, among others, the former Senior ManagingDirector of EMEA and the Chairman of our Private Equity business, which resulted in expenses of $19.7 million related to accelerated vesting of deferred compensation and otherseparation costs. The number of senior executive retirements and magnitude of their retirement costs incurred in one quarter was unprecedented for Invesco. The company deemedit appropriate to adjust these costs from U.S. GAAP total compensation expenses in an effort to isolate and evaluate our level of ongoing compensation expenses and to allow formore appropriate comparisons to internal metrics and with the level of compensation expenses incurred by industry peers.

(d) Included within other gains and losses, net is the mark-to-market of foreign exchange put option contracts intended to provide protection against the impact of a significant declinein the Pound Sterling/U.S. Dollar and the Euro/U.S. Dollar foreign exchange rates. The Pound Sterling contracts provide coverage through December 31, 2018 and the Eurocontracts provide coverage through December 27, 2017 . The adjustment from U.S. GAAP to non-GAAP earnings removes the impact of market volatility; therefore, thecompany's non-GAAP results include only the amortization of the cost of the contracts during the contract period.

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Balance Sheet Discussion

Cashandcashequivalents

Cash and cash equivalents increased by $318.1 million from $1,328.0 million at December 31, 2016 to $1,646.1 million at June 30, 2017 . See “Cash Flows Discussion” in the following sectionwithin this Management's Discussion and Analysis for additional discussion regarding the movements in cash flows during the period.

Unsettledfundreceivablesandpayables

Unsettled fund receivables increased by $345.0 million from $672.9 million at December 31, 2016 to $1,017.9 million at June 30, 2017 , due primarily to higher transaction activity betweenfunds and investors in late June 2017 when compared to late December 2016 in our U.K. and cross-border funds, together with UITs. In our U.K. and cross-border operations, unsettled fundreceivables are created by the normal settlement periods on transactions initiated by certain clients. In the company's capacity as sponsor of UITs, the company records receivables from brokers,dealers, and clearing organizations for unsettled sell trades of securities and UITs in addition to receivables from customers for unsettled sell trades of UITs. The presentation of the unsettled fundreceivables and substantially offsetting payables ( $1,002.1 million at June 30, 2017 up from $659.3 million at December 31, 2016 ) at trade date reflects the legal relationship between theunderlying investor and the company.

Investments

As of June 30, 2017 we had $642.6 million in total investments ( December 31, 2016 : $795.3 million ). Included in investments are $209.6 million of seed money investments in affiliated fundsused to seed funds as we launch new products, and $86.3 million of investments related to assets held for deferred compensation plans, which are also held primarily in affiliated funds. Seedinvestments decreased by a net $40.2 million during the six months ended June 30, 2017 . The decrease in the period reflects redemptions of $115.2 million of seed investments. The redemptionswere offset by a non-cash increase of $52.2 million due to the deconsolidation of certain CIP in the period (restoring the company's formerly eliminated investment balances) as well as an increaseof $22.8 million driven by market valuation changes, purchases, and foreign exchange movements. Investments related to deferred compensation awards decreased by a net $84.2 million during theperiod, primarily related to the disposition of certain investments held to hedge economically one of the company's deferred compensation plans. Such disposition occurred in conjunction with theentrance by the company into a one-year renewable total return swap to more efficiently hedge this deferred compensation plan. This transaction did not have a material impact to the company'soperations or financial position.

Included in investments are $277.4 million in equity method investments in our Chinese joint venture and in certain of the company’s private equity partnerships, real estate partnerships andother co-investments ( December 31, 2016 : $279.0 million ). The decrease of $1.6 million in equity method investments was driven by a decrease in partnership investments resulting from capitalreturns and the consolidation of certain investments during the current period. These decreases were partially offset by current period earnings of equity method investments, capital calls intocertain partnership investments and increases due to the changes in foreign exchange rates.

Assetsheldforpolicyholdersandpolicyholderpayables

One of our subsidiaries, Invesco Perpetual Life Limited, is an insurance company that was established to facilitate retirement savings plans in the U.K. The entity holds assets that are managedfor its clients on its balance sheet with an equal and offsetting liability. The increase in the balance of these accounts from $8,224.2 million at December 31, 2016 to $10,716.7 million at June 30,2017 was the result of new business net inflows and market movement of $2,014.7 million and exchange rate movements of $477.8 million.

Goodwill

Goodwill increased from $6,129.2 million at December 31, 2016 , to $6,269.5 million at June 30, 2017 . The increase is due to foreign exchange movements of $140.3 million. The company'sannual goodwill impairment review is performed as of October 1 of each year.

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Liquidity and Capital Resources

Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our credit facility and further capital market activities, if necessary,should provide us with sufficient resources to meet present and future cash needs, including operating, debt and other obligations as they come due and anticipated future capital requirements.

Our capital management priorities have evolved with the growth and success of our business and include:• reinvestment in the business;• moderate annual growth of dividends (as further discussed in the "Dividends" section below);• share repurchase; and• establishment of an approximate $1 billion cash buffer in excess of European regulatory and liquidity requirements.

These priorities are executed in a manner consistent with our desire to maintain strong, investment grade credit ratings. As of the filing of the Report, Invesco held credit ratings of A/Stable,A2/Stable and A-/Stable from Standard & Poor’s Ratings Service (“S&P”), Moody’s Investor Services (“Moody’s”) and Fitch Ratings (“Fitch”), respectively. Our ability to continue to access thecapital markets in a timely manner depends on a number of factors, including our credit ratings, the condition of the global economy, investors’ willingness to purchase our securities, interest rates,credit spreads and the valuation levels of equity markets. If we are unable to access capital markets in a timely manner, our business could be adversely impacted.

Certain of our subsidiaries are required to maintain minimum levels of capital. Such requirements may change from time-to-time as additional guidance is released based on a variety of factors,including balance sheet composition, assessment of risk exposures and governance, and review from regulators. These and other similar provisions of applicable law may have the effect of limitingwithdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. All of our regulated EU subsidiaries are subject to consolidated capital requirements under EUDirectives, including those arising from the Capital Requirements Directive and the United Kingdom's Internal Capital Adequacy Assessment Process, and capital is maintained within this sub-group to satisfy these regulations. We meet these requirements in part by holding cash and cash equivalents. This retained cash can be used for general business purposes in the European sub-groupin the countries where it is located. Due to the capital restrictions, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between internationaljurisdictions may have adverse tax consequences. We are in compliance with all regulatory minimum net capital requirements. As of June 30, 2017 , the company's minimum regulatory capitalrequirement was $731.4 million ( December 31, 2016 : $590.8 million ); the increase was driven primarily by the foreign exchange market risk capital requirement arising from holding foreigncurrency cash balances for the closure of the pending Source acquisition, increased business activity and strengthening of the Pound Sterling against the U.S. Dollar. The total amount of non-U.S.cash and cash equivalents was $1,393.4 million at June 30, 2017 ( December 31, 2016 : $1,168.4 million ).

In addition, the company is required to hold cash deposits with clearing organizations or to otherwise segregate cash to maintain compliance with federal and other regulations in connectionwith its UIT broker dealer entity. At June 30, 2017 , these cash deposits totaled $11.4 million ( December 31, 2016 : $11.4 million ).

The consolidation of $5.3 billion and $3.9 billion of total assets and long-term debt of CIP as of June 30, 2017 , respectively, did not impact the company’s liquidity and capital resources. Themajority of CIP balances related to consolidated CLOs. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nordoes it bear the risks associated with, the collateral assets held by the CLOs, beyond the company’s minimal direct investments in, and management and performance fees generated from, theseproducts, which are eliminated upon consolidation. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, thecompany does not consider them to be company assets. Likewise, if the CLOs were to liquidate, their investors would have no recourse to the general credit of the company. The company thereforedoes not consider this debt to be an obligation of the company. See Part I, Item 1, Financial Statements - Note 12 , “Consolidated Investment Products,” for additional details.

Cash Flows Discussion

The ability to consistently generate cash flow from operations in excess of dividend payments, share repurchases, capital expenditures, and ongoing operating expenses is one of our company'sfundamental financial strengths. Operations continue to be financed from current earnings and borrowings. Our principal uses of cash, other than for operating expenses, include dividend payments,capital expenditures, acquisitions, purchase of our shares in the open market and investments in certain new investment products.

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Cash flows of CIP (discussed in Item 1, Financial Statements - Note 12 , “Consolidated Investment Products”) are reflected in Invesco's cash provided by or used in operating activities, investingactivities and financing activities. Cash held by CIP is not available for general use by Invesco, nor is Invesco cash available for general use by its CIP. Accordingly, the table below presents theconsolidated total cash flows of the company and separately presents the impact to the cash flows from CIP. The impact is illustrated in the tables immediately below by a column which shows thedollar-value change in the consolidated figures, as caused by the consolidation of CIP. For example, the impact of CIP on net cash provided by/(used in) operating activities for the six months endedJune 30, 2017 reflects cash provided of $212.5 million ; however, this was not provided as part of the company's corporate cash balances. Excluding the impact of CIP, cash provided by operationswas $569.1 million during the six months ended June 30, 2017 .

Also as illustrated in the table below, the sum of the operating, investing and financing cash flows of CIP offsets to a zero impact to the company's change in cash and cash equivalent balancesfrom period to period. The cash flows of CIP do not form part of the company’s cash flow management processes, nor do they form part of the company’s significant liquidity evaluations anddecisions for the reasons noted. The discussion that follows the table focuses on the company’s cash flows.

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Summary of Cash Flow Statement Impact of CIP

Six months ended June 30, 2017 Six months ended June 30, 2016

$ in millions Impact of CIP Invesco Ltd.Consolidated Impact of CIP

Invesco Ltd.Consolidated

Operating activities: Net income 15.0 463.8 7.4 394.3

Adjustments to reconcile net income to net cash provided by/(used in) operating activities: Amortization and depreciation — 52.5 — 49.9

Share-based compensation expense — 92.5 — 79.1

Other (gains)/losses, net 22.6 (8.7) 0.9 8.9

Other (gains)/losses of CIP, net (38.1) (38.1) (0.4) (0.4)

Equity in earnings of unconsolidated affiliates 2.7 (28.2) 1.6 7.6

Dividends from unconsolidated affiliates — 1.2 — 0.9

Changes in operating assets and liabilities: (Increase)/decrease in cash held by CIP 407.0 407.0 (8.9) (8.9)

(Purchase)/sale of investments by CIP, net (245.8) (245.8) (118.5) (118.5)

(Purchase)/sale of trading investments, net 13.5 174.5 (3.5) (14.7)

(Increase)/decrease in receivables (10.7) (2,324.5) (7.8) (1,823.9)

Increase/(decrease) in payables 46.3 2,235.4 19.4 1,639.3

Net cash provided by/(used in) operating activities 212.5 781.6 (109.8) 213.6

Investing activities: Purchase of property, equipment and software — (59.9) — (65.3)

Purchase of available-for-sale investments 4.9 (7.7) 5.0 (4.1)

Sale of available-for-sale investments (14.1) 57.6 (4.6) 5.7

Purchase of investments by CIP (3,080.5) (3,080.5) (1,220.1) (1,220.1)

Sale of investments by CIP 3,145.8 3,145.8 908.4 908.4

Purchase of other investments 49.2 (87.6) 16.8 (61.6)

Sale of other investments — 63.3 — 53.3

Returns of capital and distributions from unconsolidated partnership investments (56.8) 37.3 (3.4) 22.8

Purchase of business — — — (121.9)

Net cash provided by/(used in) investing activities 48.5 68.3 (297.9) (482.8)

Financing activities: Purchases of treasury shares — (57.3) — (244.0)

Dividends paid — (233.7) — (230.6)

Excess tax benefits from share-based compensation — — — (3.1)

Third-party capital invested into CIP 299.7 299.7 141.1 141.1

Third-party capital distributed by CIP (62.9) (62.9) (44.8) (44.8)

Borrowings of debt by CIP 1,459.3 1,459.3 387.3 387.3

Repayments of debt by CIP (1,957.1) (1,957.1) (75.9) (75.9)

Net borrowings/(repayments) under credit facility — (28.7) — —

Payment of contingent consideration — (7.2) — (6.2)

Net cash provided by/(used in) financing activities (261.0) (587.9) 407.7 (76.2)

Increase/(decrease) in cash and cash equivalents — 262.0 — (345.4)

Foreign exchange movement on cash and cash equivalents — 56.1 — (59.8)

Cash and cash equivalents, beginning of period — 1,328.0 — 1,851.4

Cash and cash equivalents, end of period — 1,646.1 — 1,446.2

OperatingActivities

Operating cash flows include the receipt of investment management and other fees generated from AUM, offset by operating expenses and changes in operating assets and liabilities. Althoughsome receipts and payments are seasonal, particularly bonus payments, in general, after allowing for the change in cash held by CIP, and trading investment activities, our operating cash flowsmove in the same direction as our operating income.

During the six months ended June 30, 2017 , cash provided by operating activities increased $568.0 million to $781.6 million from $213.6 million used during the six months ended June 30, 2016. As shown in the tables above, the impact of CIP to cash provided by operating activities was $212.5 million of cash provided during the six months ended June 30, 2017 compared to $109.8million of cash used during the six months ended June 30, 2016 . Excluding the impact of CIP, cash provided by operations was $569.1 million during the six months ended June 30, 2017 comparedto $323.4 million of cash provided by operating activities during the six months ended June 30, 2016 .

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The changes in operating assets and liabilities also impact the link between cash provided by operations and net income. Excluding the impact of CIP, the changes in operating assets andliabilities generated $36.3 million of cash in the six months ended June 30, 2017 , as compared to utilizing $207.4 million in the same period in 2016 , increasing cash provided by operatingactivities by a net $243.7 million . The increase in cash included a $172.2 million increase in cash related to net purchases and sales of trading investments, and $50.3 million reduction in payrollpayments related to annual staff bonuses, related payroll taxes, payroll taxes on annual share award vestings, and annual retirement plan contributions. The company pays the annual cash bonusesand vests deferred compensation awards in the first quarter of each year. There were no significant non-cash items that impacted the comparison between the periods of operating income to net cashprovided by operations.

InvestingActivities

Net cash provided by investing activities totaled $68.3 million for the six months ended June 30, 2017 ( six months ended June 30, 2016 : net cash used of $482.8 million ). As shown in thetables above, the impact of CIP on investing activities, including investment purchases, sales and returns of capital, was $48.5 million provided ( six months ended June 30, 2016 : $297.9 millionused ). Excluding the impact of CIP cash flows, net cash provided by investing activities was $19.8 million ( six months ended June 30, 2016 : net cash used of $184.9 million ).

For the six months ended June 30, 2017 , excluding the impact of CIP, cash outflows include purchases of investments of available-for-sale and other investments of $149.4 million ( six monthsended June 30, 2016 : $87.5 million ). These outflows were partially offset by collected proceeds of $229.1 million from sales and returns of capital of available-for-sale and other investments ( sixmonths ended June 30, 2016 : $89.8 million ). Cash outflows from the six months ended June 30, 2016 also included $121.9 million related to a business purchase.

During the six months ended June 30, 2017 , the company had capital expenditures of $59.9 million ( six months ended June 30, 2016 : $65.3 million ). Our capital expenditures relatedprincipally in each period to technology initiatives, including enhancements to platforms from which we maintain our portfolio management systems, improvements in computer hardware andsoftware desktop products for employees, new telecommunications products to enhance our internal information flow, and back-up business recovery systems. Also, in each period, a portion ofthese costs related to improvements made to the various buildings and workspaces used in our offices. These projects have been funded with proceeds from our operating cash flows.

FinancingActivities

Net cash used in financing activities totaled $587.9 million for the six months ended June 30, 2017 ( six months ended June 30, 2016 : net cash used of $76.2 million ). As shown in the tablesabove, the impact of CIP on financing activities used cash of $261.0 million ( six months ended June 30, 2016 : cash provided of $407.7 million ). Excluding the impact of CIP, financing activitiesused cash of $326.9 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 : cash used of $483.9 million ).

Financing cash outflows during the six months ended June 30, 2017 included $233.7 million of dividend payments for the dividends declared in January and April ( six months ended June 30,2016 : dividends paid of $230.6 million ), the payment of $57.3 million to meet employees' withholding tax obligations on share vestings ( six months ended June 30, 2016 : $39.0 million ), arepayment of the credit facility of $28.7 million and a payment of $7.2 million of contingent consideration ( six months ended June 30, 2016 : $6.2 million ). Financing cash outflows during the sixmonths ended June 30, 2016 also included the purchase of shares through market transactions totaling $205.0 million and excess tax benefits from share-based compensation of $3.1 million .

There were no non-CIP related financing cash inflows for the six months ended June 30, 2017 and 2016 .

Dividends

Invesco declares and pays dividends on a quarterly basis in arrears. On July 27, 2017 , the company announced a second quarter 2017 cash dividend of 29.0 cents per share to holders of commonshares, which will be paid on September 1, 2017 , to shareholders of record as of August 17, 2017 with an ex-dividend date of August 15, 2017 .

The declaration, payment and amount of any future dividends will be declared by our board of directors and will depend upon, among other factors, our earnings, financial condition and capitalrequirements at the time such declaration and payment are considered. The board has a policy of managing dividends in a prudent fashion, with due consideration given to profit levels, overall debtlevels, and historical dividend payouts.

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Share Repurchase Plan

The company did not purchase shares in the open market during the three and six months ended June 30, 2017 , ( three and six months ended June 30, 2016 : 7.4 million and 11.7 million shares ata cost of $200.0 million and $325.0 million , respectively). The company did withhold an aggregate of 0.1 million and 1.7 million shares on vesting events during the three and six months endedJune 30, 2017 , respectively to meet employees' withholding tax obligations (three and six months ended June 30, 2016 : 0.1 million and 1.4 million shares, respectively). The fair value of theseshares withheld at the respective withholding dates was $3.1 million and $57.3 million during the three and six months ended June 30, 2017 (three and six months ended June 30, 2016 : $1.3 millionand $39.0 million ). At June 30, 2017 , approximately $1,643.0 million remains available under the share repurchase authorizations approved by the Board on October 11, 2013 and July 22, 2016.

Long-term debt

Our long-term debt at June 30, 2017 was $2,074.8 million ( December 31, 2016 : $2,102.4 million ) and was comprised of the following:


Floating rate credit facility expiring August 7, 2020 — 28.7Unsecured Senior Notes: $600 million 3.125% - due November 30, 2022 596.6 596.3$600 million 4.000% - due January 30, 2024 593.6 593.2$500 million 3.750% - due January 15, 2026 494.8 494.5$400 million 5.375% - due November 30, 2043 389.8 389.7

Long-term debt 2,074.8 2,102.4

For the six months ended June 30, 2017 , the company's weighted average cost of debt was 3.93% ( six months ended June 30, 2016 : 3.95% ).

The company's $1.25 billion unsecured credit facility is scheduled to expire on August 7, 2020. Financial covenants under the credit agreement include: (i) the quarterly maintenance of adebt/EBITDA leverage ratio, as defined in the credit agreement, of not greater than 3.25 :1.00, (ii) a coverage ratio (EBITDA, as defined in the credit agreement/interest payable for the fourconsecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. As of June 30, 2017 , we were in compliance with our financial covenants. At June 30, 2017 , ourleverage ratio was 1.29 :1.00 ( December 31, 2016 : 1.35:1.00), and our interest coverage ratio was 17.02 :1.00 ( December 31, 2016 : 16.69:1.00).

The June 30, 2017 coverage ratio calculations are as follows:

$ millions Total Q2 2017 Q1 2017 Q4 2016 Q3 2016

Net income attributable to Invesco Ltd. 919.3 239.6 212.0 226.5 241.2Impact of CIP on net income attributable to Invesco Ltd. (6.2) 2.9 (5.7) (0.2) (3.2)Tax expense 351.0 92.6 75.7 92.9 89.8Amortization/depreciation/impairment 103.8 26.2 26.3 25.7 25.6Interest expense 95.0 23.6 24.0 23.5 23.9Share-based compensation expense 173.1 43.3 49.2 41.3 39.3Unrealized gains and losses from investments, net * (18.7) 1.8 (7.1) (1.6) (11.8)

EBITDA ** 1,617.3 430.0 374.4 408.1 404.8

Adjusted debt ** $2,085.1 Leverage ratio (Debt/EBITDA - maximum 3.25:1.00) 1.29 Interest coverage (EBITDA/Interest Expense - minimum 4.00:1.00) 17.02 ____________

* Adjustments for unrealized gains and losses from investments, as defined in our credit facility, may also include non-cash gains and losses on investments to the extent that they do notrepresent anticipated future cash receipts or expenditures.

** EBITDA and Adjusted debt are non-GAAP financial measures; however management does not use these measures for anything other than these debt covenant calculations. The calculation ofEBITDA above (a reconciliation from net income attributable to Invesco Ltd.) is defined by our credit agreement, and therefore net income attributable to Invesco Ltd. is the

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most appropriate GAAP measure from which to reconcile to EBITDA. The calculation of Adjusted debt is defined in our credit facility and equals total debt of $2,074.8 million plus $10.3million in letters of credit.

Credit and Liquidity Risk

Capital management involves the management of the company's liquidity and cash flows. The company manages its capital by reviewing annual and projected cash flow forecasts and bymonitoring credit, liquidity and market risks, such as interest rate and foreign currency risks (as discussed in Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”), throughmeasurement and analysis. The company is primarily exposed to credit risk through its cash and cash equivalent deposits, which are held by external firms. The company invests its cash balances inits own institutional money market products, as well as with external high credit-quality financial institutions. These arrangements create exposure to concentrations of credit risk.

CreditRisk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. All cash and cash equivalent balances are subjectto credit risk, as they represent deposits made by the company with external banks and other institutions. As of June 30, 2017 , our maximum exposure to credit risk related to our cash and cashequivalent balances is $1,646.1 million . See Item 1, Financial Statements - Note 13 , “Related Parties,” for information regarding cash and cash equivalents invested in affiliated money marketfunds.

The company does not utilize credit derivatives or similar instruments to mitigate the maximum exposure to credit risk. The company does not expect any counterparties to its financialinstruments to fail to meet their obligations.

LiquidityRisk

Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities. The company is exposed to liquidity risk through its $2,074.8million in long-term debt. The company actively manages liquidity risk by preparing cash flow forecasts for future periods, reviewing them regularly with senior management, maintaining acommitted credit facility, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialog.

Effects of Inflation

Inflation can impact our organization primarily in two ways. First, inflationary pressures can result in increases in our cost structure, especially to the extent that large expense components suchas compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, ourprofitability could be negatively impacted. Secondly, the value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment.Declines in the values of these AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM.

Off Balance Sheet Commitments

See Part I, Item 1, Financial Statements - Note 11 , “Commitments and Contingencies - Off Balance Sheet Commitments,” for more information regarding undrawn capital commitments.

Contractual Obligations

We have future obligations under various contracts relating to debt and interest payments, financing and operating leases, long-term defined benefit pension and acquisition contracts. During thesix months ended June 30, 2017 , there were no material changes to the company's contractual obligations.

Critical Accounting Policies and Estimates

There have been no significant changes to the accounting policies that we believe are the most critical to an understanding of our results of operations and financial condition, which are disclosedin our most recent Form 10-K for the year ended December 31, 2016 .

Recent Accounting Standards

See Part I, Item 1, Financial Statements - Note 1 , “Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements.”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, the company is primarily exposed to market risk in the form of AUM market price risk, securities market risk, interest rate risk, and foreign exchange raterisk. There have not been any material changes to the company's exposures to market risks during the period ended June 30, 2017 that would require an update to the disclosures provided in themost recent Form 10-K.

AUM Market Price Risk

The company's investment management revenues are comprised of fees based on the value of AUM. Declines in the market prices of equity and fixed income securities, commodities andderivatives, or other similar financial instruments held in client portfolios could cause revenues to decline because of lower investment management fees by:

• Causing the value of AUM to decrease.• Causing the returns realized on AUM to decrease (impacting performance fees).• Causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the company does not serve.• Causing clients to rebalance assets away from investments that the company manages into investments that the company does not manage.• Causing clients to reallocate assets away from products that earn higher revenues into products that earn lower revenues.

Underperformance of client accounts relative to competing products could exacerbate these factors.

Securities Market Risk

The company has investments in managed investment products that invest in a variety of asset classes. Investments are generally made to establish a track record for a new fund or investmentvehicle or to hedge economically exposure to certain deferred compensation plans. The company's exposure to market risk from financial instruments measured at fair value arises from itsinvestments.

Interest Rate Risk

Interest rate risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company is exposed to interestrate risk primarily through its external debt and cash and cash equivalent investments. On June 30, 2017 , the interest rates on 100.0% of the company's borrowings were fixed for a weightedaverage period of 10.5 years, and the company had a zero balance on its floating rate credit facility.

Foreign Exchange Rate Risk

The company has certain investments in foreign operations, whose net assets and results of operations are exposed to foreign currency translation risk when translated into U.S. Dollars uponconsolidation into Invesco Ltd. During the second quarter the company extended its hedge of approximately 75% of the Pound Sterling-based operating income through December 31, 2018 . Thesenew put option contracts are set at a strike level of $1.250 based on the average daily foreign exchange rates for the applicable time period. See Part I, Item 1, Financial Statements - Note 2, “FairValue of Assets and Liabilities,” for additional details.

The company is exposed to foreign exchange revaluation into the Condensed Consolidated Statements of Income on monetary assets and liabilities that are held by subsidiaries in differentfunctional currencies than the subsidiaries' functional currencies. Net foreign exchange revaluation gains were $0.3 million in the six months ended June 30, 2017 ( six months ended June 30, 2016 :$6.5 million loss), and are included in general and administrative expenses and other gains and losses, net on the Condensed Consolidated Statements of Income. We continue to monitor ourexposure to foreign exchange revaluation and have put in place net investment hedge structures discussed in Part I, Item 1, Financial Statements, Note 6 -- "Other Comprehensive Income/(Loss)."

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Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the company is required to disclose in the reportsthat it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in the reports that the company files or submits under the ExchangeAct is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding requireddisclosure.

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of June 30, 2017 . There areinherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls andprocedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chiefexecutive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us inthe reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it isaccumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated any change in our internal control over financial reporting that occurred during the three months ended June 30, 2017 and have concluded that there was no change that hasmaterially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item I, Note 11 , "Commitments and Contingencies - Legal Proceedings," for information regarding legal proceedings.

Item 1A. Risk Factors

The company has had no significant changes in its risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

The following table sets forth information regarding purchases of our common shares by us and any affiliated purchases during the three months ended June 30, 2017 :

MonthTotal Number of SharesPurchased (1)

Average Price PaidPer Share

Total Number of Shares Purchased as Part of Publicly Announced Plans orPrograms (2)

Maximum Number at end of period (orApproximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (millions)

April 1-30, 2017 34,104 $ 30.94 — $1,643.0May 1-31, 2017 5,295 $ 31.90 — $1,643.0June 1-30, 2017 56,222 $ 32.92 — $1,643.0

Total 95,621 —

(1) An aggregate of 95,621 shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards.

(2) At June 30, 2017 , a balance of $1,643.0 million remains available under the share repurchase authorizations approved by the Board on October 11, 2013 and July 22, 2016.

Item 6. Exhibits

Exhibit Index

3.1Memorandum of Association of Invesco Ltd., incorporating amendments up to and including December 4, 2007,incorporated by reference to exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities andExchange Commission on December 12, 2007

3.2 Third Amended and Restated Bye-Laws of Invesco Ltd., incorporating amendments up to and including May 11, 2017

4.1 Specimen Certificate for Common Shares of Invesco Ltd., incorporated by reference to exhibit 4.1 to Invesco’sCurrent Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 200 7

4.2Indenture, dated as of November 8, 2012, among Invesco Finance PLC, the Guarantors and The Bank of New YorkMellon, as trustee, incorporated by reference to exhibit 4.1 to Invesco’s Current Report on Form 8-K, filed with theSecurities and Exchange Commission on November 9, 2012

4.3

Supplemental Indenture, dated November 8, 2012, for Invesco Finance PLC’s 3.125% Senior Notes due 2022, amongInvesco Finance PLC, the Guarantors and The Bank of New York Mellon, as trustee, incorporated by reference toexhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission onNovember 9, 2012

4.4 Form of 3.125% Senior Notes due 2022 (included in Exhibit 4.3 hereto)

4.5

Second Supplemental Indenture, dated November 12, 2013, for Invesco Finance PLC’s 4.000% Senior Notes due2024, among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated byreference to exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commissionon November 12, 2013

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4.6

Third Supplemental Indenture, dated November 12, 2013, for Invesco Finance PLC’s 5.375% Senior Notes due 2043,among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by referenceto exhibit 4.3 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission onNovember 12, 2013

4.7

Fourth Supplemental Indenture, dated October 14, 2015, for Invesco Finance PLC’s 3.750% Senior Notes due 2026,among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by referenceto exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission onOctober 14, 2015

4.8 Form of 4.000% Senior Notes due 2024 (included in Exhibit 4.5)4.9 Form of 5.375% Senior Notes due 2043 (included in Exhibit 4.6)4.10 Form of 3.750% Senior Notes due 2026 (included in Exhibit 4.7)

10.1

Third Amended and Restated Credit Agreement, dated as of August 7, 2015, among Invesco Finance PLC, thecompany, the banks, financial institutions and other institutional lenders from time to time a party thereto and Bank ofAmerica, N.A., as administrative agent, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report onForm 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on October29, 2015

10.2Invesco Ltd. 2011 Global Equity Incentive Plan, as amended and restated effective February 12, 2015, incorporated byreference to exhibit 10.5 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2014, filed withthe Securities and Exchange Commission on February 20, 2015

10.3 Invesco Ltd. 2016 Global Equity Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule14A filed with the Securities and Exchange Commission on March 24, 2016

10.4Form of Restricted Stock Award Agreement - Time Vesting - under the Invesco Ltd. 2011 Global Equity IncentivePlan, incorporated by reference to exhibit 10.16 to Invesco’s Annual Report on Form 10-K for the year endedDecember 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015

10.5Form of Restricted Stock Unit Award Agreement - Time Vesting - under the Invesco Ltd. 2011 Global EquityIncentive Plan, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015

10.6Form of Restricted Stock Award Agreement - Performance Vesting - under the Invesco Ltd. 2011 Global EquityIncentive Plan, incorporated by reference to exhibit 10.18 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015

10.7Form of Restricted Stock Unit Award Agreement - Performance Vesting - under the Invesco Ltd. 2011 Global EquityIncentive Plan, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015

10.8

Form of Restricted Stock Award Agreement - Time Vesting - with respect to Martin L. Flanagan - under the InvescoLtd. 2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.20 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February20, 2015

10.9

Form of Restricted Stock Award Agreement - Performance Vesting - with respect to Martin L. Flanagan - under theInvesco Ltd. 2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.21 to Invesco’s AnnualReport on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission onFebruary 20, 2015

10.10

Form of Restricted Stock Unit Award Agreement - Time Vesting - Canada (Tranches 1-3) - under the Invesco Ltd.2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.22 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February20, 2015

10.11Form of Restricted Stock Unit Award Agreement - Time Vesting - Canada (Tranche 4) - under the Invesco Ltd. 2011Global Equity Incentive Plan, incorporated by reference to exhibit 10.23 to Invesco’s Annual Report on Form 10-K forthe year ended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015

10.12

Form of Restricted Stock Unit Award Agreement - Performance Vesting - Canada (Tranches 1-3) - under the InvescoLtd. 2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.24 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February20, 2015

10.13

Form of Restricted Stock Unit Award Agreement - Performance Vesting - Canada (Tranche 4) - under the InvescoLtd. 2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.25 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February20, 2015

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10.14Form of Restricted Stock Unit Award Agreement (Feb 2016) - Performance Vesting - under the Invesco Ltd. 2011Global Equity Incentive Plan, incorporated by reference to exhibit 10.24 to Invesco’s Annual Report on Form 10-K forthe year ended December 31, 2015, filed with the Securities and Exchange Commission on February 19, 2016

10.15

Form of Restricted Stock Unit Award Agreement (Feb 2016) - Performance Vesting - with respect to Martin L.Flanagan - under the Invesco Ltd. 2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.15 toInvesco’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and ExchangeCommission on February 23, 2017

10.16

Form of Restricted Stock Unit Award Agreement (Feb 2016) - Performance Vesting - Canada - under the Invesco Ltd.2011 Global Equity Incentive Plan, incorporated by reference to exhibit 10.26 to Invesco’s Annual Report on Form10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 19,2016

10.17Form of Restricted Stock Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global Equity IncentivePlan, , incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year endedDecember 31, 2017, filed with the Securities and Exchange Commission on February 23, 2017

10.18

Form of Restricted Stock Award Agreement - Time Vesting - with respect to Martin L. Flanagan - under the InvescoLtd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.18 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February23, 2017

10.19Form of Restricted Stock Unit Award Agreement - Time Vesting - under the Invesco Ltd. 2016 Global EquityIncentive Plan, incorporated by reference to exhibit 10.19 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2017

10.20

Form of Restricted Stock Unit Award Agreement - Time Vesting - Canada (Tranches 1-3) - under the Invesco Ltd.2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.20 to Invesco’s Annual Report on Form10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 23,2017

10.21Form of Restricted Stock Unit Award Agreement - Time Vesting - Canada (Tranche 4) - under the Invesco Ltd. 2016Global Equity Incentive Plan, incorporated by reference to exhibit 10.21 to Invesco’s Annual Report on Form 10-K forthe year ended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2017

10.22Form of Restricted Stock Unit Award Agreement -Performance Vesting - under the Invesco Ltd. 2016 Global EquityIncentive Plan, incorporated by reference to exhibit 10.22 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2017

10.23

Form of Restricted Stock Unit Award Agreement -Performance Vesting - with respect to Martin L. Flanagan - underthe Invesco Ltd. 2016 Global Equity Incentive Plan, incorporated by reference to exhibit 10.23 to Invesco’s AnnualReport on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission onFebruary 23, 2017

10.24Form of Restricted Stock Unit Award Agreement -Performance Vesting - Canada - under the Invesco Ltd. 2016Global Equity Incentive Plan, incorporated by reference to exhibit 10.24 to Invesco’s Annual Report on Form 10-K forthe year ended December 31, 2017, filed with the Securities and Exchange Commission on February 23, 2017

10.25Form of Award Agreement for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan,incorporated by reference to exhibit 10.25 to Invesco’s Annual Report on Form 10-K for the year ended December 31,2017, filed with the Securities and Exchange Commission on February 23, 2017

10.26Form of Aircraft Time Sharing Agreement incorporated by reference to exhibit 10.19 to Invesco’s Annual Report onForm 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February21, 2014

10.27Invesco Ltd. Executive Incentive Bonus Plan, as amended and restated effective January 1, 2013, incorporated byreference to Appendix A to Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission onApril 1, 2013

10.28Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as of January 1,2009, incorporated by reference to exhibit 10.8 to Invesco’s Annual Report on Form 10-K for the year endedDecember 31, 2008, filed with the Securities and Exchange Commission on February 27, 2009

10.29Deferred Fees Share Plan, as amended and restated effective December 10, 2008, incorporated by reference toexhibit 10.13 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with theSecurities and Exchange Commission on February 27, 2009

10.30Second Amended and Restated Master Employment Agreement, dated April 1, 2011, between the company andMartin L. Flanagan, incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for thequarter ended March 31, 2011, filed with the Securities and Exchange Commission on April 29, 2011

10.31Global Partner Agreement, dated November 10, 2005, between AMVESCAP PLC and Loren M. Starr, incorporatedby reference to exhibit 10.14 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2007, filedwith the Securities and Exchange Commission on February 29, 2008

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10.32Global Partner Agreement, dated January 1, 2001, between AIM Funds Management Inc. and Philip A. Taylor,incorporated by reference to exhibit 10.15 to Invesco’s Annual Report on Form 10-K for the year ended December 31,2007, filed with the Securities and Exchange Commission on February 29, 2008

10.33Global Partners Employment Contract, dated April 1, 2000, between INVESCO Pacific Holdings Limited and AndrewLo, incorporated by reference to exhibit 10.17 to Invesco’s Annual Report on Form 10-K for the year endedDecember 31, 2007, filed with the Securities and Exchange Commission on February 29, 2008

10.34Senior Managing Director Agreement, between Andrew Lo and Invesco Group Services, Inc., effective as of January1, 2010, incorporated by reference to exhibit 10.32 to Invesco’s Annual Report on Form 10-K for the year endedDecember 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012

10.35Global Partner Agreement, dated June 7, 2006, between AMVESCAP PLC and Colin D. Meadows, incorporated byreference to exhibit 10.35 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2017, filed withthe Securities and Exchange Commission on February 23, 2017

10.36Employment Agreement, dated October 10, 2011, between G. Mark Armour and Invesco Asset Management Australia(Holdings) Limited, incorporated by reference to exhibit 10.34 to Invesco’s Annual Report on Form 10-K for the yearended December 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012

10.37Letter of Assignment between G. Mark Armour and Invesco Perpetual dated March 12, 2013, incorporated byreference to exhibit 10.1 to Invesco's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed withthe Securities and Exchange Commission on April 30, 2013

10.38Amendment to Letter of Assignment between G. Mark Armour and Invesco Perpetual, dated April 14, 2016,incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31,2016 filed with the Securities and Exchange Commission on April 28, 2016

10.39 Acceleration of G. Mark Armour Equity Awards, incorporated by reference to description in Invesco’s Current Reporton Form 8-K filed with the Securities and Exchange Commission on February 15, 2017

31.1 Certification of Martin L. Flanagan pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Loren M. Starr pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002

32.1 Certification of Martin L. Flanagan pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Loren M. Starr pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema Document101.CAL XBRL Taxonomy Extension Calculation Linkbase Document101.LAB XBRL Taxonomy Extension Definition Linkbase Document101.PRE XBRL Taxonomy Extension Labels Linkbase Document101.DEF XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

INVESCO LTD.July 27, 2017 /s/ MARTIN L. FLANAGAN Martin L. Flanagan President and Chief Executive Officer July 27, 2017 /s/ LOREN M. STARR Loren M. Starr Senior Managing Director and Chief Financial Officer

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Exhibit 3.2

THIRD AMENDED AND RESTATED

B Y E — L A W S

OF

INVESCO LTD.(effective as of May 11, 2017)

Exhibit 3.2

TABLE OF CONTENTS

Page INTERPRETATION

1. Interpretation 1

BOARD OF DIRECTORS

2. Board of Directors 2 3. Powers of the Board 3 4. Power to Delegate to a Committee 3 5. Power to Appoint and Dismiss Employees 3 6. Power to Borrow and Charge Property 3 7. Exercise of Power to Purchase Shares of or Discontinue the Company 3 8. Board Size; Term of Directors 3 9. Defects in Appointment of Directors 5 10. Shareholder Proposals and Nominations; Proxy Access 5 11. Removal of Directors 14 12. Vacancies on the Board 14 13. Notice of Meetings of the Board 14 14. Quorum at Meetings of the Board 15 15. Meetings of the Board 15 16. Unanimous Written Resolutions 15 17. Contracts and Disclosure of Directors’ Interests 15 18. Remuneration of Directors 15

OFFICERS

19. Officers of the Company 15 20. Remuneration of Officers 16 21. Duties of Officers 16 22. Chairperson and Secretary of Meetings 16 23. Register of Directors and Officers 16

MINUTES

24. Obligations of Board to Keep Minutes 16

INDEMNITY

25. Indemnification and Exculpation of Directors of the Company and Others 16 26. Waiver of Certain Claims 17

MEETINGS

27. Notice of Annual General Meeting of Shareholders 18

i

Exhibit 3.2

Page 28. Notice of Special General Meeting 18 29. Accidental Omission of Notice of General Meeting 18 30. Short Notice 18 31. Postponement of Meetings 18 32. Quorum for General Meeting 18 33. Adjournment of Meetings 19 34. Attendance at Meetings 19 35. Written Resolutions 19 36. Attendance of Directors 19 37. Voting at Meetings 19 38. Voting by Hand or by Poll 20 39. Decision of Chairperson 21 40. Instrument of Proxy 21 41. Representation of Corporations at Meetings 22

VOTES OF SHAREHOLDERS

42. General 22 SHARE CAPITAL AND SHARES

43. Share Capital 22 44. Rights of Shares 22 45. Modification of Rights 23 46. Shares 24 47. Registered Holder of Shares 24 48. Death of a Joint Holder 24 49. Share Certificates 24 50. Calls on Shares 25 51. Forfeiture of Shares 25

INTERESTED SHAREHOLDERS

52. Limitations on Business Combinations 25 53. Certain Definitions 26

REGISTER OF SHAREHOLDERS

54. Contents of Register of Shareholders 27 55. Inspection of Register of Shareholders 27 56. Determination of Record Dates 27

TRANSFER OF SHARES

57. Instrument of Transfer 28 58. Restrictions on Transfer 28

ii

Exhibit 3.2

Page

TRANSMISSION OF SHARES

59. Representative of Deceased Shareholder 28 60. Registration on Death or Bankruptcy 28

DIVIDENDS AND OTHER DISTRIBUTIONS

61. Declaration of Dividends by the Board 29 62. Other Distributions 29 63. Reserve Fund 29 64. Deduction of Amounts Due to the Company 29

CAPITALIZATION

65. Issue of Bonus Shares: Capitalization of Profits 29

ACCOUNTS AND FINANCIAL STATEMENTS

66. Records of Account 30 67. Financial Year End 30 68. Financial Statements 30

AUDIT

69. Appointment of Auditor 30 70. Remuneration of Auditor 30 71. Report of the Auditor 30

NOTICES

72. Notices to Shareholders of the Company 30 73. Notices to Joint Shareholders 31 74. Service and Delivery of Notice 31

SEAL OF THE COMPANY

75. The Seal 31 76. Manner in which Seal is to be Affixed 31

WINDING-UP

77. Winding-Up/Distribution by Liquidator 31

ALTERATION OF BYE-LAWS

78. Alteration of Bye-Laws 31

iii

Exhibit 3.2

INTERPRETATION1. Interpretation

(1) In these Bye-Laws the following words and expressions shall have the following meanings, respectively: (a) “ Act ” means the Companies Act 1981 of Bermuda as amended from time to time;

(b) “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person.For the purposes of this definition, “control”, with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person,whether through the ownership of voting securities, by contract, or otherwise;

(c) “ Associate ” has the meaning set forth in Bye-Law 53(1) ; (d) “ Audit Committee ” means the committee appointed by the Board in accordance with these Bye-Laws;

(e) “ Auditor ” includes any individual, partnership or other entity appointed in accordance with the Act to audit the accounts of the Company;

(f) “ beneficially own ” has the meaning set forth in Bye-Law 53(2) ;

(g) “ beneficially owned ” has the meaning set forth in Bye-Law 10(3) ;

(h) “ Beneficial Owner ” has the meaning set forth in Bye-Law 53(2) ;

(i) “ Board ” means the Board of Directors appointed or elected pursuant to these Bye-Laws and acting pursuant to the Act and these Bye-Laws;

(j) “ Business Combination ” has the meaning set forth in Bye-Law 53(3) ;

(k) “ Business Day ” means any day other than a Saturday, a Sunday, any day on which commercial banking institutions in Hamilton, Bermuda or Atlanta, Georgia are authorized or obligated by law to closeor any day on which the New York Stock Exchange is not open for trading;

(l) “ Cause ” means (1) willful misconduct or gross negligence which is materially injurious to the Company, (2) fraud or embezzlement or (3) a conviction of, or a plea of “guilty” or “no contest” to, a felony; (m) “ Chairperson ” means the person designated by the Board as the chairperson of the Board;

(n) “ Common Shares ” has the meaning set forth in Bye-Law 43 ;

(o) “ Company ” means the company for which these Bye-Laws are approved and confirmed;

(p) “ Director ” means a director of the Company;

(q) “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

(r) “ Interested Shareholder ” has the meaning set forth in Bye-Law 53(4) ;

(s) “ legal proceeding ” has the meaning set forth in Bye-Law 59 ;

(t) “ legal representative ” has the meaning set forth in Bye-Law 59 .

(u) “ Nomination and Corporate Governance Committee ” means the committee appointed by the Board in accordance with these Bye-Laws as such;

(v) “ notice ” means written notice as further defined in these Bye-Laws unless otherwise specifically stated;

(w) “ Officer ” means any person appointed by the Board to hold an office in the Company;

(x) “ Person ” means an individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof;

(y) “ Preferred Shares ” has the meaning set forth in Bye-Law 44(3) ;

(z) “ proceeding ” has the meaning set forth in Bye-Law 25(1) ;

1

Exhibit 3.2

(aa) “ public announcement ” has the meaning set forth in Bye-Law 10(3) ;

(bb) “ Register of Directors and Officers ” means the Register of Directors and Officers referred to in these Bye-Laws and shall be the same “register of directors and officers” required to be kept by theCompany under the Act;

(cc) “ Register of Shareholders ” means the Register of Shareholders referred to in these Bye-Laws and shall be the same “register of members” required to be kept by the Company under the Act;

(dd) “ Resident Representative ” means any Person appointed to act as resident representative of the Company in accordance with the Act;

(ee) “ Secretary ” means the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant or acting secretary;

(ff) “ Securities Act ” means the U.S. Securities Act of 1933, as amended;

(gg) “ Shareholder ” shall have the same meaning as the term “Member” in the Act and means the Person registered in the Register of Shareholders as the holder of shares (sometimes referred to in these Bye-Laws as the direct holder) of the Company or, when two or more Persons are so registered as joint holders of shares, means the Person whose name stands first in the Register of Shareholders as one of such jointholders or all of such Persons as the context so requires;

(hh) “ Undesignated Shares ” has the meaning set forth in Bye-Law 43 ;

(ii) “ United States of America ” or “ U.S. ” means the United States of America and dependent territories or any part thereof; (jj) “ Voting Commitment ” has the meaning set forth in Bye-Law 8(4) .

(2) In these Bye-Laws, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;

(b) words denoting the masculine gender include the feminine and neuter gender;

(c) the words: (i) “may” shall be construed as permissive;

(ii) “shall” shall be construed as imperative;

(d) references to particular laws, rules and regulations (including references to particular Sections of, Rules under and filings pursuant to the Exchange Act), shall be deemed to refer to any applicablesuccessor laws, rules, regulations or filings as may be enacted or promulgated from time to time; and

(e) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-Laws.

(3) Expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in avisible form.

(4) Headings used in these Bye-Laws are for convenience only and are not to be used or relied upon in the construction hereof.

BOARD OF DIRECTORS2. Board of Directors The Board shall have the full power and authority provided to it by the Act and these Bye-Laws.

2

Exhibit 3.2

3. Powers of the Board

(1) In exercising such power and authority, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-Laws, required to be exercised by the Company in a general meetingsubject, nevertheless, to these Bye-Laws and the provisions of any statute.

(2) No regulation or alteration to these Bye-Laws made by the Company in a general meeting shall invalidate any prior act of the Board that would have been valid if such regulation or alteration had not beenmade.

(3) The Board may procure that the Company pays all expenses incurred in promoting and incorporating the Company.

(4) The Board may from time to time and at any time by power of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of theCompany for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit andany such power of attorney may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Board may think fit and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorized by the power of attorney, execute any deed or instrument or other document on behalf ofthe Company under hand or under its common seal.

4. Power to Delegate to a Committee

The Board may delegate any of its powers to a committee appointed by the Board (including the power to sub-delegate) and every such committee shall conform to such directions as the Board shall impose onthem. Committees may consist of one or more Directors.

The meetings and proceedings of any such committee shall be governed by the provisions of these Bye-Laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are notsuperseded by directions imposed by the Board, and in that connection the Board may authorize a committee to adopt such rules for its meetings.

5. Power to Appoint and Dismiss Employees The Board may appoint, suspend or remove any Officer, employee, agent or representative of the Company and may determine their duties.

6. Power to Borrow and Charge Property The Board may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenturestock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

7. Exercise of Power to Purchase Shares of or Discontinue the Company

(1) The Board may exercise all of the powers of the Company to purchase (sometimes referred to in these Bye-Laws as “repurchase”) all or any part of its own shares pursuant to the Act.

(2) The Board may exercise all of the powers of the Company to discontinue or redomesticate the Company to a named country or jurisdiction outside Bermuda pursuant to the Act.

8. Board Size; Term of Directors

(1) Subject to the rights of the holders of any class or series of preference shares, the Board shall consist of such number of Directors (not less than 3) as the Board may determine from time to time by resolutionadopted by the affirmative vote of at least a majority of the Board then in office. Any increase in the number of Directors on the Board pursuant to this Bye-Law 8 shall be deemed to be a vacancy and may be filledin accordance with Bye-Law 12 hereof. A decrease in the number of Directors shall not shorten the term of any Director then in office.

(2) Subject to the rights of the holders of any class or series of preference shares, Directors shall be elected, except in the case of a vacancy (as provided for in Bye-Law 11 or 12 , as the case may be), by theShareholders in

3

Exhibit 3.2

the manner set forth in these Bye-Laws at an annual general meeting of Shareholders or any special general meeting called for such purpose and shall hold office for the term set forth in paragraph (3) of this Bye-Law 8 .

(3) Directors shall be elected annually for a one-year term expiring at the next annual general meeting of Shareholders. A Director shall hold office until such Director’s successor shall have been duly electedand qualified or until such Director is removed from office pursuant to Bye-Law 11 or such Director’s office is otherwise earlier vacated.

(4) No person may be appointed, nominated or elected a Director unless such person, at the time such person is nominated and appointed or elected, would then be able to serve as a Director without conflictingin any material respect with any law or regulation applicable to the Company, as determined in good faith by the Board of Directors. In addition, to be eligible to be a nominee for election or reelection as a Directorpursuant to any provision of these Bye-Laws, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Bye-Law 10 ) to the Secretary at the principal executive offices of theCompany a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (whichquestionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) will abide by therequirements of these Bye-Laws, (ii) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to howsuch person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (b) any Voting Commitment that could limit or interfere withsuch person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (iii) is not and will not become a party to any agreement, arrangement or understanding with anyperson or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein,and (iv) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with allapplicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.

(5) Subject to the rights of the holders of any class or series of preference shares, at any meeting for the election of Directors at which a quorum is present, each nominee shall be elected by the vote of themajority of the votes cast with respect to the Director, provided that if the number of nominees exceeds the number of positions available for the election of Directors, the Directors shall be elected by a plurality ofthe votes cast in person or by proxy at any such meeting. For purposes of this Bye-Law 8(5) , a majority of the votes cast means that the number of shares voted “for” a Director must exceed 50% of the votes castwith respect to that Director. Votes cast with respect to the election of a Director shall include only votes cast with respect to stock present in person or represented by proxy at the meeting and entitled to vote andshall exclude abstentions.

(6) If a nominee for Director who is an incumbent Director is not elected and no successor has been elected at such meeting, the Director will promptly tender his or her resignation to the Board. The Nominationand Corporate Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other actions should be taken. The Board shall act on thetendered resignation, taking into account the Nomination and Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the U.S. Securities and ExchangeCommission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of theelection results. The Nomination and Corporate Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considersappropriate and relevant. The Director who tenders his or her resignation shall not participate in the recommendation of the Nomination and Corporate Governance Committee or the decision of the Board withrespect to his or her resignation. If such incumbent Director’s resignation is not accepted by the Board, such Director shall continue to serve until the next annual meeting and until his or her successor is dulyelected, or his or her earlier resignation or removal. If a Director’s resignation is accepted by the Board pursuant to these Bye-Laws, or if a nominee for Director is not elected and the nominee is not an incumbentDirector, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to Bye-Law 12 or may decrease the size of the Board pursuant to this Bye-Law 8 .

4

Exhibit 3.2

9. Defects in Appointment of Directors All acts done by any meeting of the Board or by a committee of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any person as a Director, or thatthey or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

10. Shareholder Proposals and Nominations; Proxy Access

(1) AnnualGeneralMeeting

(a) At any annual general meeting of Shareholders, nominations of persons for election to the Board of Directors of the Company may be made only (i) pursuant to the Company’s notice of meeting, (ii) by orat the direction of a majority of the Board, (iii) by any Shareholder who (A) is a Shareholder of record at the time of giving of notice provided for in these Bye-Laws, (B) is entitled to vote at the meeting and (C)complies with the notice and other procedures set forth in paragraph (1) of this Bye-Law 10 as to such nomination or (iv) by any Eligible Shareholder (as defined in paragraph (3) of this Bye-Law 10 ) who (A) isentitled to vote at the meeting and (B) complies with the notice and other procedures set forth in paragraph (3) of this Bye-Law 10 ; the preceding clauses (iii) and (iv) shall be the exclusive means for a Shareholderto make nominations before an annual general meeting of Shareholders. At any annual general meeting of Shareholders, proposals of any other business to be considered by the Shareholders may be made only(i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of a majority of the Board or (iii) by any Shareholder who (A) is a Shareholder of record at the time of giving of notice provided for inthese Bye-Laws, (B) is entitled to vote at the meeting and (C) complies with the procedures set forth in these Bye-Laws; the preceding clause (iii) shall be the exclusive means for a Shareholder to submit otherbusiness (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual general meeting of Shareholders. To be properlybrought before a meeting of Shareholders, business must be of a proper subject for action by Shareholders under applicable law and must not, if implemented, cause the Company to violate any applicable law orregulation, each as determined in good faith by the Board.

(b) For nominations or other business to be properly brought before an annual general meeting by a Shareholder pursuant to these Bye-Laws, the Shareholder must have given timely notice thereof in writingto the Secretary and such other business must otherwise be a proper matter for Shareholder action. Notice shall be considered timely only if given to the Secretary of the Company not less than 90 nor more than120 days prior to the first anniversary of the date of the preceding year’s annual general meeting of Shareholders; provided , however , that if the date of the annual general meeting is more than 30 days before ormore than 60 days after such anniversary date, any notice by the Shareholder of business or the nomination of Directors for election or reelection to be brought before the annual general meeting to be timely mustbe so delivered not earlier than the close of business on the 120th day prior to such annual general meeting and not later than the close of business on the later of the 90th day prior to such annual general meetingand the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding the foregoing, in the event that the number of Directors to be elected to the Board at theapplicable annual general meeting is increased and there is no public announcement by the Company naming all of the nominees for Director or specifying the size of the increased Board of Directors at least100 days prior to the first anniversary of the preceding year’s annual general meeting, a Shareholder’s notice required by this Bye-Law 10 shall also be considered timely, but only with respect to nominees for anynew positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which suchpublic announcement is first made by the Company.

(c) Any Shareholder who gives notice of any such proposal shall deliver therewith, in writing: the text of the proposal to be presented and a brief statement of the reasons why such Shareholder and thebeneficial owner, if any, on whose behalf the proposal is made favors the proposal; the name and address, as they appear on the Company’s books, of any such Shareholder and the name and address of any suchbeneficial owner; the number and class of all shares of each class of stock of the Company beneficially owned by such Shareholder and any such beneficial owner and evidence thereof reasonably satisfactory to theSecretary of the Company; a description of any material interest in the proposal of such Shareholder and any such beneficial owner (other than any interest as a Shareholder) and of all arrangements orunderstandings between such Shareholder and any such beneficial owner and any other Person or Persons in connection with the proposal of such business; and a representation that such

5

Exhibit 3.2

Shareholder intends to appear in person or by proxy at the annual general meeting to bring such business before the meeting.

(d) Any Shareholder desiring to nominate any person for election as a Director, whether pursuant to paragraph (1), (2) or (3) of this Bye-Law 10 , shall deliver with such notice a statement in writing settingforth: the name of the person to be nominated; the number and class of all shares of each class of stock of the Company beneficially owned by such person; the information regarding such person required byparagraphs (d), (e) and (f) of Item 401 of Regulation S-K adopted by the U.S. Securities and Exchange Commission; all other information relating to such person that is required to be disclosed in solicitations ofproxies for Directors pursuant to Regulation 14A under the Exchange Act (including such person’s signed consent to serve as a Director if elected); a certification by each Shareholder nominee that such nominee isas of the time of nomination and will be as of the time of the applicable meeting eligible to serves as a Director in accordance with this Bye-Law 10 and (in both such person’s individual capacity and on behalf ofany Person for whom such person may be a representative), has complied with Bye-Law 8 and has complied and will comply with all applicable corporate governance, conflicts, confidentiality and stock ownershipand trading policies of the Company; the name and address, as they appear on the Company’s books, of such Shareholder and the name and address of any such beneficial owner, if any, on whose behalf thenomination is made; the number and class of all shares of each class of stock of the Company beneficially owned by such Shareholder or any such beneficial owner; and a description of all arrangements orunderstandings between such Shareholder or any such beneficial owner and each nominee and any other Person or Persons (including their names) pursuant to which the nomination or nominations are to be made.The Company may require any proposed nominee, whether pursuant to paragraph (1), (2) or (3) of this Bye-Law 10 , to furnish such other information as may be reasonably required by the Company to determinethe qualifications of such proposed nominee to serve as a Director or to determine whether any of the matters contemplated by clause (I) of paragraph (3) of this Bylaw 10 apply to such proposed nominee.

(2) SpecialGeneralMeeting

(a) The Chairperson, the Chief Executive Officer or the Board acting by vote of a majority of the Board may convene a special general meeting of the Company whenever in its judgment such a meeting isnecessary or desirable. Subject to the next sentence and subject to the rights of the holders of any class or series of preference shares, special general meetings of the Company may only be called as provided in thepreceding sentence. In addition, the Board shall, (i) on the requisition of the holders of any class or series of preference shares as may have express rights to requisition special general meetings, and (ii) on therequisition of Shareholders holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right to vote in generalmeetings of the Company, forthwith proceed to convene a special general meeting of the Company (or the applicable class(es) of shares) and the provisions of Section 74 of the Act shall apply. Special generalmeetings may be held at such place as may from time to time be designated by the Board and stated in the notice of the meeting. In any special general meeting of the Company only such business shall beconducted as is set forth in the notice thereof.

(b) Nominations of persons for election to the Board may be made at a special general meeting at which Directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of theBoard or (ii) provided that the Board has determined that Directors shall be elected at such meeting, by any Shareholder who is a Shareholder of record at the time of giving of notice provided for in this Bye-Law,who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in these Bye-Laws; the preceding clause (ii) shall be the exclusive means for a Shareholders to make nominationsbefore any special general meeting of Shareholders. In the event the Company calls a special general meeting for the purpose of electing one or more Directors to the Board, any such Shareholder may nominate aperson or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, if the Shareholder’s notice containing the information specified in Bye-Laws 10(1)(d) and8(4) shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to such special general meeting and not later than the close ofbusiness on the later of the 90th day prior to such special general meeting and the 10th day following the day on which public announcement of the date of such meeting is first made and of the nominees proposedby the Board to be elected at such meeting.

(3) InclusionofShareholderDirectorNominationsintheCompany’sProxyMaterials

6

Exhibit 3.2

Subject to the terms and conditions set forth in these Bye-Laws, the Company shall include in its proxy materials for an annual general meeting of Shareholders the name, together with the Required Information (asdefined below), of any person nominated for election (the “Shareholder Nominee”) to the Board of Directors by a Shareholder or group of Shareholders that satisfy the requirements of this Bye-Law 10(3) and thatexpressly elects at the time of providing the written notice required by this Bye-Law 10(3) (a “Proxy Access Notice”) to have its nominee included in the Company’s proxy material pursuant to this Bye-Law 10(3) .For the purposes of this Bye-Law 10(3) :

(1) “Voting Stock” shall mean outstanding shares of capital stock of the Company entitled to vote generally for the election of Directors;

(2) “Constituent Holder” shall mean any Shareholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (D) below) or beneficial holder whose stock ownership iscounted for the purposes of qualifying as an Eligible Shareholder (as defined in paragraph (D) below);

(3) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act; provided , however , that the term “partner” as used in the definition of “associate” shall notinclude any limited partner that is not involved in the management of the relevant partnership; and

(4) a Shareholder (including any Constituent Holder) shall be deemed to “own” only those outstanding shares of Voting Stock as to which the Shareholder (or such Constituent Holder) possesses both (a)the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated inaccordance with the foregoing clauses (a) and (b) shall be deemed not to include (and, to the extent any of the following arrangements have been entered into by affiliates of the Shareholder (or of anyConstituent Holder), shall be reduced by) any shares (x) sold by such Shareholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including anyshort sale, (y) borrowed by such Shareholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such Shareholder or Constituent Holder (or any of either’s affiliates)pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or effecting such Shareholder orConstituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares, cash or other consideration, in any such case which instrument or agreement has, oris intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, presently or in the future, the full voting and investment rights pertaining to suchshares, and/or (ii) hedging, offsetting or altering to any degree the full economic interest in (including the opportunity for profit and risk of loss on) such shares. A Shareholder (including any ConstituentHolder) shall “own” shares held in the name of a nominee or other intermediary so long as the Shareholder (or such Constituent Holder) retains the right to instruct how the shares are voted with respect tothe election of Directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A Shareholder’s (including any Constituent Holder’s) ownership of shares shallbe deemed to continue during any period in which such person has (i) loaned such shares, provided that such Shareholder has the power to recall such loaned shares on not more than five (5) businessdays’ notice and includes in its Proxy Access Notice an agreement that it (A) will promptly recall such loaned shares upon being notified that any of its Shareholder Nominees will be included in theCompany’s proxy materials and (B) will continue to hold such recalled shares through the date of the annual meeting or (ii) delegated any voting power over such shares by means of a proxy, power ofattorney or other instrument or arrangement which in all such cases is revocable at any time by the Shareholder. The terms “owned,” “owning” and other variations of the word “own” shall havecorrelative meanings.

(A) For purposes of this Bye-Law 10(3) , the “Required Information” that the Company will include in its proxy statement is (1) the information concerning the Shareholder Nominee and theEligible Shareholder that the Company determines is required to be disclosed in the Company’s proxy statement by the regulations promulgated under the Exchange Act; and (2) if the Eligible Shareholder so elects,a Statement (as defined in paragraph (F) below). The Company shall also include the name of the Shareholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these Bye-Lawsnotwithstanding, the Company may in

7

Exhibit 3.2

its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee.

(B) To be timely, a Shareholder’s Proxy Access Notice, together with all related materials provided for herein, must be delivered to the principal executive offices of the Company within thetime periods applicable to Shareholder notices of nominations pursuant to paragraph (1)(b) of Bye-Law 10 . In no event shall any adjournment or postponement of an annual general meeting, the date of which hasbeen announced by the Company, commence a new time period for the giving of a Proxy Access Notice.

(C) The number of Shareholder Nominees (which shall include Shareholder Nominees that were submitted by all Eligible Shareholders for inclusion in the Company’s proxy materialspursuant to this Bye-Law 10(3) but either (x) are subsequently withdrawn (or withdraw) or (y) the Board of Directors decides to nominate as Board of Directors’ nominees) appearing in the Company’s proxymaterials with respect to an annual general meeting of Shareholders shall not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed 20% of the number of directors in office as ofthe last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Bye-Law 10(3) (such greater number, the “Permitted Number”); provided , however , that thePermitted Number shall be reduced by:

(1) the number of directors in office that will be included in the Company’s proxy materials with respect to such annual general meeting for whom access to the Company’s proxymaterials was previously provided pursuant to this Bye-Law 10(3) , other than any such director who at the time of such annual general meeting will have served as a director continuously, as a nominee of theBoard of Directors, for at least two (2) successive annual terms; and

(2) the number of directors in office or director candidates that in either case will be included in the Company’s proxy materials with respect to such annual general meeting as anunopposed (by the Company) nominee pursuant to an agreement, arrangement or other understanding with a Shareholder or group of Shareholders (other than any such agreement, arrangement or understandingentered into in connection with an acquisition of Voting Stock, by such Shareholder or group of Shareholders, directly from the Company), other than any such director referred to in this clause (2) who at the timeof such annual general meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two (2) successive annual terms;

provided , further , that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual general meeting, the Permitted Number shall becalculated based on the number of directors in office as so reduced. An Eligible Shareholder submitting more than one Shareholder Nominee for inclusion in the Company’s proxy statement pursuant to thisparagraph (C) of this Bye-Law 10(3) shall rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees to be selected for inclusion in the Company’s proxystatement and include such specified rank in its Proxy Access Notice. If the number of Shareholder Nominees pursuant to this paragraph (C) of this Bye-Law 10(3) for an annual general meeting of Shareholdersexceeds the Permitted Number, then the highest ranking qualifying Shareholder Nominee from each Eligible Shareholder will be selected by the Company for inclusion in the proxy statement until the PermittedNumber is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Eligible Shareholder’s Proxy Access Notice. If the Permitted Number is not reached after thehighest ranking Shareholder Nominee from each Eligible Shareholder has been selected, this selection process will continue as many times as necessary, following the same order each time, until the PermittedNumber is reached.

Notwithstanding anything to the contrary contained in this Bye-Law 10(3) , the Company shall not be required to include any Shareholder Nominees in its proxy materials pursuant to this Bye-Law 10(3) for anymeeting of Shareholders for which the Secretary of the Company receives notice (whether or not subsequently withdrawn) that a Shareholder intends to nominate one or more persons for election to the Board ofDirectors pursuant to the advance notice requirements for Shareholder nominees set forth in Bye-Law 10(1) .

(D) An “Eligible Shareholder” is one or more Shareholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned, in eachcase continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Company

8

Exhibit 3.2

pursuant to this Bye-Law 10(3) , and as of the record date for determining Shareholders eligible to vote at the annual general meeting, at least three percent (3%) of the aggregate voting power of the Voting Stock(the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Company and the dateof the applicable annual general meeting, provided that the aggregate number of Shareholders (and, if and to the extent that a Shareholder is acting on behalf of one or more beneficial owners, of such beneficialowners) whose stock ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty (20).

Two or more collective investment funds that are (I) part of the same family of funds or sponsored by the same adviser or (II) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) ofthe Investment Company Act of 1940 (a “Qualifying Fund”) shall be treated as one Shareholder for the purpose of determining the aggregate number of Shareholders in this paragraph (D). For the avoidance ofdoubt, each fund included within a Qualifying Fund must meet the requirements set forth in this Bye-Law 10(3) , including by providing the required information and materials.

No share may be attributed to more than one group constituting an Eligible Shareholder under this Bye-Law 10(3) . For the avoidance of doubt, no Shareholder may be a member of more than one groupconstituting an Eligible Shareholder.

A record holder acting on behalf of one or more beneficial owners will not be counted separately as a Shareholder with respect to the shares owned by such beneficial owner(s). Each such beneficial owner will becounted separately as a Shareholder with respect to the shares owned by such beneficial owner, subject to the other provisions of this paragraph (D).

For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such only if the beneficial owner of such shares as of the date of the Proxy Access Notice has individually beneficially owned suchshares continuously for the three-year (3 year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

(E) On the date on which an Eligible Shareholder delivers a nomination pursuant to this Bye-Law 10(3) , such Eligible Shareholder (including each Constituent Holder) must provide thefollowing information in writing to the Secretary of the Company with respect to such Eligible Shareholder (and each Constituent Holder):

(1) the name and address of, and number of shares of Voting Stock owned by, such person;

(2) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3year) holding period) verifying that, as of a date within seven (7) calendar days prior to the date the Proxy Access Notice is delivered to the Company, such person owns, and has owned continuously for thepreceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

(a) within ten (10) days after the record date for the annual general meeting, written statements from the record holder and intermediaries verifying such person’scontinuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested by the Company to verify such person’s ownership of theProxy Access Request Required Shares; and

(b) immediate notice to the Company if the Eligible Shareholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annualgeneral meeting of Shareholders;

(3) the information that would be required to be submitted pursuant to paragraph (1)(d) of Bye-Law 10 for Director nominations;

9

Exhibit 3.2

(4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any othermaterial relationships, between or among the Eligible Shareholder (including any Constituent Holder) and its or their respective affiliates and associates, or others acting in concert therewith, on the one hand, andeach of such Eligible Shareholder’s Shareholder Nominees, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information thatwould be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the U.S. Securities and Exchange Commission if the Eligible Shareholder (including any Constituent Holder), or anyaffiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Shareholder Nominee or any affiliate or associate thereof or person acting in concerttherewith were a director or executive officer of such registrant;

(5) a representation that the Eligible Shareholder (and each Constituent Holder):

(a) acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Company, and doesnot presently have any such intent;

(b) has not nominated and will not nominate for election to the Board of Directors at the annual general meeting any person other than the Shareholder Nominees beingnominated pursuant to this Bye-Law 10(3) ;

(c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under theExchange Act in support of the election of any individual as a director at the annual general meeting other than its Shareholder Nominees or a nominee of the Board of Directors;

(d) will not distribute to any Shareholder any form of proxy for the annual general meeting other than the form distributed by the Company; and

(e) will provide facts, statements and other information in all communications with the Company and its Shareholders that are and will be true and correct in all materialrespects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise complywith all applicable laws, rules and regulations in connection with any actions taken pursuant to this Bye-Law 10(3) (and the other provisions of this Bye-Law 10 to the extent related to this Bye-Law 10(3)) ;

(6) in the case of a nomination by a group of Shareholders that together is such an Eligible Shareholder, the designation by all group members of one group member that is authorizedto act on behalf of all members of the nominating Shareholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(7) an undertaking that the Eligible Shareholder (and each Constituent Holder) agrees to:

(a) assume all liability stemming from, and indemnify and hold harmless the Company and each of its directors, officers, and employees individually against any liability,loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising outof any legal or regulatory violation arising out of the communications of the Eligible Shareholder (and any Constituent Holder) with the Shareholders of the Company or out of the information that the EligibleShareholder (and any Constituent Holder) provided to the Company in connection with the nomination of the Shareholder Nominee(s) or efforts to elect the Shareholder Nominee(s); and

10

Exhibit 3.2

(b) file with the Securities and Exchange Commission any solicitation by the Eligible Shareholder of Shareholders of the Company relating to the annual general meeting atwhich the Shareholder Nominee will be nominated.

In addition, on the date on which an Eligible Shareholder delivers a nomination pursuant to this Bye-Law 10(3) , any Qualifying Fund whose stock ownership is counted for purposes of qualifying as an EligibleShareholder must provide to the Secretary of the Company documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definitionthereof.

In order to be considered timely, all information required by this paragraph (E) to be provided to the Company must be supplemented, by delivery to the Secretary of the Company, to disclose such information (1)as of the record date for the applicable annual general meeting and (2) as of the date that is no earlier than ten (10) days prior to such annual general meeting. Any supplemental information delivered pursuant toclause (1) of the preceding sentence must be delivered to the Secretary of the Company no later than ten (10) days following the record date for the applicable annual general meeting, and any supplementalinformation delivered pursuant to clause (2) of the preceding sentence must be delivered to the Secretary of the Company no later than the fifth day before the applicable annual general meeting. For the avoidanceof doubt, the requirement to update and supplement such information shall not permit any Eligible Shareholder (or any Constituent Holder) or other person to change or add any proposed Shareholder Nominee orbe deemed to cure any defects or limit the remedies (including without limitation under these Bye-Laws) available to the Company relating to any defect.

(F) The Eligible Shareholder may provide to the Secretary of the Company, at the time the information required by this Bye-Law 10(3) is originally provided, a written statement for inclusionin the Company’s proxy statement for the annual general meeting, not to exceed five hundred (500) words, in support of the candidacy of each such Eligible Shareholder’s Shareholder Nominee (the “Statement”).Notwithstanding anything to the contrary contained in this Bye-Law 10(3) , the Company may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false ormisleading, omits to state any material fact, or would violate any applicable law or regulation.

(G) On the date on which an Eligible Shareholder delivers a nomination pursuant to this Bye-Law 10(3) , each Shareholder Nominee must:

(1) provide to the Company an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Companyreasonably promptly upon written request of a Shareholder), that such Shareholder Nominee consents to being named in the Company’s proxy statement and form of proxy card (and will not agree to be named inany other person’s proxy statement or form of proxy card with respect to the applicable annual general meeting of the Company) as a nominee and to serving as a director of the Company if elected;

(2) provide the information with respect to a Shareholder Nominee that would be required to be submitted pursuant to paragraph (1)(d) of Bye-Law 10 for Director nominations; (3) complete, sign and submit all questionnaires, representations and agreements required by these Bye-Laws or of the Company’s directors generally, including the questionnaire,

representation and agreement required by paragraph (4) of Bye-Law 8 ; and

(4) provide such additional information as necessary to permit the Board of Directors to determine if such Shareholder Nominee:

(a) is independent under the listing standards of each principal U.S. exchange upon which the Common Shares of the Company is listed, any applicable rules of theSecurities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company’s directors;

11

Exhibit 3.2

(b) has any direct or indirect relationship with the Company;

(c) would, by serving on the Board of Directors, violate or cause the Company to be in violation of these Bye-Laws, the rules and listing standards of the principal U.S.exchange upon which the Common Shares of the Company is listed or any applicable law, rule or regulation; and

(d) is or has been subject to any event specified in Item 401(f) of Regulation S-K (or successor rule) of the Securities and Exchange Commission.

In the event that any information or communications provided by the Eligible Shareholder (or any Constituent Holder) or the Shareholder Nominee to the Company or its Shareholders ceases to be true and correctin all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Shareholder (or any ConstituentHolder) or Shareholder Nominee, as the case may be, shall promptly notify the Secretary of the Company of any defect in such previously provided information and of the information that is required to correct anysuch defect; it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including without limitation under these Bye-Laws)available to the Company relating to any such defect.

(H) Any Shareholder Nominee who is included in the Company’s proxy materials for a particular annual general meeting of Shareholders but either (1) withdraws from or becomes ineligibleor unavailable for election at that annual general meeting (other than by reason of such Shareholder Nominee’s disability or other health reason), or (2) does not receive at least twenty-five (25)% of the votes cast infavor of his or her election, will be ineligible to be a Shareholder Nominee pursuant to this Bye-Law 10(3) for (x) such particular annual general meeting and (y) the next two annual general meetings.

(I) The Company shall not be required to include, pursuant to this Bye-Law 10(3) , a Shareholder Nominee in its proxy materials for any annual general meeting of Shareholders, or, if theproxy statement already has been filed, to permit a vote with respect to the election of a Shareholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Company:

(1) who is not independent under the listing standards of the principal U.S. exchange upon which the Common Shares of the Company is listed, any applicable rules of the U.S.Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Company’s Directors, who does not meet the auditcommittee independence requirements under the rules of any stock exchange on which the Company’s Common Shares are traded and applicable securities laws ,who is not a “non-employee director” for thepurposes of Rule 16b-3 under the Exchange Act (or any successor rule), who is not an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successorprovision), in each of the foregoing cases as determined by the Board of Directors in its sole discretion;

(2) whose service as a member of the Board of Directors would violate or cause the Company to be in violation of these Bye-Laws, the rules and listing standards of the principalU.S. exchange upon which the Common Shares of the Company is traded, or any applicable law, rule or regulation;

(3) who is or has been, within the past three years, an employee, officer or director of, or otherwise affiliated with, a competitor, as defined in Section 8 of the Clayton Antitrust Actof 1914;

(4) who is or has been a named subject of a pending criminal proceeding (excluding non-criminal traffic violations) or has been convicted in such a criminal proceeding within thepast ten years, or who is or has been a named subject of any legal, regulatory or self-regulatory proceeding, action or settlement as a result of which the service of such Shareholder Nominee on the Board ofDirectors would result in any restrictions on the ability of any of the Company or its affiliates to conduct business in any jurisdiction;

12

Exhibit 3.2

(5) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act;

(6) who shall have provided information to the Company in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order tomake the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each of the foregoing cases as determinedby the Board of Directors in its sole discretion;

(7) who otherwise breaches or fails to comply in any material respect with its obligations pursuant to this Bye-Law 10(3) or any agreement, representation or undertaking required bythese Bye-Laws; or

(8) was proposed by an Eligible Shareholder who ceases to be an Eligible Shareholder for any reason, including but not limited to not owning the Proxy Access Request RequiredShares through the date of the applicable annual general meeting.

In addition, if any Constituent Holder (i) shall have provided information to the Company in respect of a nomination under this Bye-Law 10(3) that was untrue in any material respect or omitted to state a materialfact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each of theforegoing cases as determined by the Board of Directors in its sole discretion or (ii) otherwise breaches or fails to comply in any material respect with its obligations pursuant to this Bye-Law 10(3) or anyagreement, representation or undertaking required by these Bye-Laws, the Voting Stock owned by such Constituent Holder shall be excluded from the Proxy Access Request Required Shares and, if as a result theEligible Shareholder no longer meets the requirements as such, all of the applicable Eligible Shareholder’s Shareholder Nominees shall be excluded from the Company’s proxy statement for the applicable annualgeneral meeting of Shareholders, if such proxy statement has not been filed, and, in any case, all of such Shareholder’s Shareholder Nominees shall be ineligible to be nominated at such annual general meeting.

Notwithstanding anything contained herein to the contrary, no Shareholder Nominee shall be eligible to serve as a Shareholder Nominee in any of the next two (2) successive annual general meetings following anact or omission specified in clause (6) or (7) of this paragraph (I) by such person, in each case as determined by the Board of Directors or any committee thereof in its sole discretion. In addition, no Person who hassubmitted materials as a purported Eligible Shareholder (or Constituent Holder) under this Bye-Law 10(3) , or any of its affiliates or associates, shall be eligible to be an Eligible Shareholder (or Constituent Holder)in any of the next two (2) successive annual general meetings following a nomination proposed under this Bye-Law 10(3) if, in connection therewith, such purported Eligible Shareholder (or such ConstituentHolder) shall have provided information to the Company in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, inlight of the circumstances under which they were made, not misleading, or shall have otherwise materially breached or failed to comply with its obligations pursuant to this Bye-Law 10(3) or any agreement,representation or undertaking required by these Bye-Laws, in each case as determined by the Board of Directors or any committee thereof in its sole discretion.

(4) General.As used in this Bye-Law 10 , shares “beneficially owned” shall mean all shares as to which such Person, together with such Person’s affiliates and associates (as defined in Rule 12b-2 underthe Exchange Act), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, as well as all shares as to which such Person, together with such Person’s affiliates andassociates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisableimmediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting shall determine whether such notice has been duly given and shall direct that proposals andnominees not be considered if such notice has not been so given. For purposes of this by-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, AssociatedPress or comparable national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange

13

Exhibit 3.2

Act. In no event shall the public announcement of an adjournment or postponement of an annual meeting or a special meeting commence a new time period for the giving of a Shareholder’s notice as describedabove.

(5) The chairperson of the annual general meeting of Shareholders or special general meeting shall, if the facts warrant, refuse to acknowledge a proposal or nomination not made in compliance with theforegoing procedure and any such proposal or nomination not properly brought before the meeting shall not be considered.

11. Removal of Directors

(1) Subject to the rights of the holders of any class or series of preference shares, the Shareholders may, at any annual general or special general meeting convened and held in accordance with these Bye-Laws,remove a Director before the stated expiry of his term only for Cause by the affirmative vote of at least a majority of the total combined voting power of all of the issued and outstanding shares of the Companyentitled to vote on the election of Directors.

(2) Subject to the rights of the holders of any class or series of preference shares, a vacancy on the Board created by the removal of a Director under the provisions of paragraph (1) of this Bye-Law 11 may befilled by the Shareholders at the meeting at which such Director is removed, acting by the affirmative vote of Shareholders holding at least a majority of the total combined voting power of all of the issued andoutstanding shares of the Company entitled to vote on the election of Directors, and, in the absence of such election or appointment, the Board may fill the vacancy. A Director so elected or appointed shall holdoffice until the next annual general meeting of Shareholders.

(3) Subject to the rights of the holders of any class or series of preference shares, the Board may, at any meeting of the Board convened and held in accordance with these Bye-Laws, remove a Director before thestated expiry of his term only for Cause by a resolution of the Board carried by the affirmative vote of at least a two-thirds majority of the Board then in office.

12. Vacancies on the Board

(1) Subject to the rights of the holders of any class or series of preference shares, the Board shall have the power from time to time and at any time to appoint any person as a Director to fill a vacancy on theBoard occurring as the result of any of the events listed in paragraph (3) of this Bye-Law 12 or from an increase in the size of the Board pursuant to Bye-Law 8 . The Board shall also have the power from time totime to fill any vacancy left unfilled at a general meeting. A Director appointed by the Board to fill a vacancy shall hold office until the next annual general meeting of Shareholders.

(2) The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-Laws as the quorum necessary for the transaction of businessat meetings of the Board, the continuing Directors or Director may act, notwithstanding the absence of a quorum, for the purpose of (i) summoning a general meeting of the Company or (ii) preserving the assets ofthe Company.

(3) The office of a Director shall be vacated if the Director: (a) is removed from office pursuant to these Bye-Laws or is prohibited from being a Director by law;

(b) is or becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) is or becomes disqualified, disabled, of unsound mind, or dies; or (d) resigns his or her office by notice in writing to the Company.

(4) Notwithstanding anything contained herein to the contrary, the provisions of Bye-Law 11 , this Bye-Law 12 and all other provisions contained in these Bye-Laws related to the filling of vacancies on theBoard shall be subject to any contractual or other legally binding obligation hereafter created by the Company and approved by the Board to provide any third party with the ability to nominate persons for electionas Directors.

13. Notice of Meetings of the Board

(1) The Chairperson may, and the Chairperson on the requisition of the Chief Executive Officer or a majority of the Directors then in office shall, at any time, upon two days’ notice (or such shorter notice asmay be reasonable under the circumstances), summon a meeting of the Board.

14

Exhibit 3.2

(2) Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is sent to such Director by mail, courier service, facsimile, email or other mode of representing words in a legible form atsuch Director’s last known address or any other address given by such Director to the Company for this purpose.

14. Quorum at Meetings of the Board

The quorum necessary for the transaction of business at a meeting of the Board shall be as fixed by the Board from time to time and, unless so fixed at any other level, shall be at least one-half of the total numberof the Directors then in office, present in person or represented by a duly authorized representative appointed in accordance with the Act. The Directors present at a duly called meeting at which a quorum is presentmay continue to transact business until adjournment or termination, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

15. Meetings of the Board

(1) The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

(2) Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with eachother simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(3) Unless otherwise provided in these Bye-Laws, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the Directors present.

16. Unanimous Written Resolutions

A resolution in writing signed by all of the Directors then in office, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution tobe effective on the date on which the last Director signs the resolution.

17. Contracts and Disclosure of Directors’ Interests

(1) Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or suchDirector’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorize a Director or Director’s firm, partner or company to act asAuditor to the Company.

(2) A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company or any of its subsidiaries shall declare the nature of such interest to the Board or anyduly appointed committee thereof, whether or not such declaration is required by law.

(3) Following a declaration being made pursuant to this Bye-Law 17 , and unless disqualified by the chairperson of the relevant Board meeting or recused, a Director may vote in respect of any contract orproposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

18. Remuneration of Directors

The remuneration and benefits (if any) of the Directors shall be determined by the Board or any duly appointed committee thereof in accordance with applicable law and securities exchange rules. The Directorsmay also be paid or reimbursed for all travel, hotel and other expenses incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general or special meetings ofthe Company or in connection with the business of the Company or their duties as Directors generally.

OFFICERS19. Officers of the Company

The Officers of the Company, who may or may not be Directors, may be appointed at any time by the Board or by such other persons as may be designated by the Board. Any person appointed pursuant to thisBye-Law 19 shall

15

Exhibit 3.2

hold office for such period and upon such terms as the Board or, in the case of Officers other than the Chief Executive Officer, as the Chief Executive Officer may determine and the Board (or the Chief ExecutiveOfficer unless otherwise directed by the Board) may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may haveagainst the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination.

20. Remuneration of Officers

The Officers shall receive such remuneration and benefits as the Board or any duly appointed committee thereof (or, in the case of Officers who are not “executive officers” as defined under applicable Rulespromulgated under the Exchange Act, as management acting under authority duly delegated by the Board) may from time to time determine in accordance with applicable law and securities exchange rules.

21. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them from time to time by the Board or, in the case of Officers otherthan the Chief Executive Officer, by the Chief Executive Officer (or by any other Officer or employee of the Company acting, directly or indirectly, under his direction).

22. Chairperson and Secretary of Meetings

(1) The Chairperson shall act as chairperson at all meetings of the Shareholders and of the Board at which he or she is present. In the Chairperson’s absence, the Chief Executive Officer or any other Director orOfficer designated in writing by the Chairperson, the Chief Executive Officer or a majority of the Board shall act as chairperson of the applicable meeting.

(2) The Secretary shall act as secretary at all meetings of the Shareholders and of the Board and any committee thereof at which he or she is present. In the Secretary’s absence, a secretary shall be appointed bythe chairperson of such meeting.

23. Register of Directors and Officers

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

MINUTES

24. Obligations of Board to Keep Minutes

(1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers; (b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Shareholders, meetings of the Board and meetings of committees appointed by the Board.

(2) Minutes prepared in accordance with the Act and these Bye-Laws shall be kept by the Secretary at the registered office of the Company.

INDEMNITY

25. Indemnification and Exculpation of Directors of the Company and Others

(1) The Company shall indemnify in accordance with and to the full extent now or (if greater) hereafter permitted by Bermuda law, each person who was or is a party or is threatened to be made a party to anythreatened, pending or

16

Exhibit 3.2

completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company) (hereinafter, a “proceeding”), by reason of thefact that he or she is or was a Director or Officer (or is or was a director or officer of any subsidiary or any predecessor of the Company or any subsidiary) or is or was serving at the request of the Company (or anysubsidiary of the Company or any predecessor of the Company or any subsidiary) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (or anypredecessor of any of such entities), including without limitation any service with respect to employee benefit plans maintained or sponsored by the Company (or any subsidiary of the Company or any predecessorof the Company or any subsidiary), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer,employee or agent, against any liability or expense actually and reasonably incurred by such person in respect thereof. For the avoidance of doubt, the indemnity provided in this Bye-Law 25 shall extend, withoutlimitation, to any matter in which an indemnified party may be guilty of negligence, default, breach of duty or breach of trust in relation to the Company or any of its subsidiaries, but shall not extend to any matteras to which such indemnified party admits that he is guilty, or is found, by a court of competent jurisdiction in a final judgment or decree not subject to appeal, guilty, of any fraud or dishonesty in relation to theCompany or any such subsidiary. In connection with the foregoing, the Company shall advance the expenses of Directors and Officers in defending any such act, suit or proceeding; provided that such advancementshall be subject to reimbursement to the extent such person shall be found not to be entitled to such advancement of expenses under Bermuda law. In addition to the foregoing, the Company shall have the power, tothe extent and in the manner permitted by Bermuda law, to indemnify each of its other employees and agents against any liability or expense (including advancement of expenses) incurred in connection with anyproceeding arising by reason of the fact that such person is or was an employee or agent of the Company (or is or was an employee or agent of any subsidiary or any predecessor of the Company or any subsidiary)or is or was serving at the request of the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary) as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including without limitation any service with respect to employee benefit plans maintained or sponsored by theCompany (or any subsidiary of the Company or any predecessor of the Company or any subsidiary).

(2) The Board may authorize the Company to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Company, or is or was serving at the request ofthe Company as a Director, Officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, or in a fiduciary or other capacity with respect to any employee benefit planmaintained by the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary), against any liability asserted against him and incurred by him in any such capacity, or arisingout of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Bye-Law 25 .

(3) Directors, Officers and employees of the Company shall have no personal liability to the Company or its Shareholders for any action or failure to act to the fullest extent now or (if greater) hereafter permittedby Bermuda law.

(4) The indemnification, expense reimbursement, exculpation and other provisions provided by this Bye-Law 25 shall not be deemed exclusive of any other rights to which the persons identified in this Bye-Law25 may be entitled under any bye-law, agreement, vote of Shareholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; shallcontinue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; and shall be deemed to be a contractualright of such benefited Persons.

26. Waiver of Certain Claims

(1) Each present and future Shareholder agrees to waive any claim or right of action such Shareholder might have, whether individually or by or in the right of the Company, against any Director, Officer oremployee on account of any action taken by such Director, Officer or employee, or the failure of such Director, Officer or employee to take any action, in the performance of his duties with or for the Company(including, for the avoidance of doubt, with respect to the approval or disapproval of any transaction between the Company and one or more of its Affiliates or the pursuit of corporate opportunities), in each case tothe fullest extent now or (if greater) hereafter permitted by Bermuda law.

17

Exhibit 3.2

(2) The provisions of this Bye-Law 26 shall apply to, and for the benefit of, any person acting as (or with the reasonable belief that he or she will be appointed or elected as) a Director, Officer or employee in thereasonable belief that he or she has been so appointed or elected notwithstanding any defect in such appointment or election and to any person who is no longer, but at one time was, a Director, Officer or employee.

MEETINGS

27. Notice of Annual General Meeting of Shareholders

The annual general meeting of Shareholders shall be held in each year other than the year of incorporation at such time and place as the Chairperson or the Chief Executive Officer may determine. At least20 days’ notice of such meeting shall be given to each Shareholder, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat and such additionalinformation as may be required by the Act.

28. Notice of Special General Meeting

Special general meetings may be called as specified in Bye-Law 10 upon not less than twenty days’ notice (or as otherwise prescribed by the Act), which notice shall state the date, time, place and such additionalinformation as may be required by the Act or Bye-Law 10 .

29. Accidental Omission of Notice of General Meeting

The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any Person entitled to receive notice shall not invalidate the proceedings at that meeting.

30. Short Notice

Subject to any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), a general meeting of the Company shall, notwithstanding that it is called by shorter notice thanthat specified in these Bye-Laws, be deemed to have been properly called if it is so agreed by (i) all of the Shareholders entitled to attend and vote thereat, in the case of an annual general meeting of Shareholders or(ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and votethereat, in the case of a special general meeting.

31. Postponement of Meetings

The Chairperson or the Chief Executive Officer may, and the Secretary on instruction from the Chairperson or the Chief Executive Officer shall, postpone any general meeting called in accordance with theprovisions of these Bye-Laws, provided that notice of postponement is given to each Shareholder before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be givento each Shareholder in accordance with the provisions of these Bye-Laws.

32. Quorum for General Meeting

At the commencement of any general meeting of the Company, two or more Persons present in person and representing in person or by proxy more than fifty percent (50%) of the issued and outstanding sharesentitled to vote at the meeting shall form a quorum for the transaction of business, provided that, if the Company shall at any time have only one Shareholder, such one Shareholder present in person or by proxyshall form a quorum for the transaction of business at any general meeting of the Company held during such time. If the holders of the number of shares necessary to constitute a quorum shall fail to attend in personor by proxy at the time and place fixed in accordance with these Bye-Laws for any annual or special general meeting, the chairperson or a majority in interest of the Shareholders present, in person or by proxy, mayadjourn from time to time without notice other than announcement at the meeting until the holders of the amount of shares requisite to constitute a quorum shall attend; provided that in the case of any such meetingconvened pursuant to requisition of Shareholders, the meeting shall be cancelled. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have beentransacted at the meeting as originally notified. The Shareholders present at a duly called meeting

18

Exhibit 3.2

at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

33. Adjournment of Meetings

(1) The chairperson of a general meeting may, with the consent of the majority of the Shareholders present at any general meeting at which a quorum is present (and shall if so directed), adjourn the meeting. Inaddition, the chairperson may adjourn the meeting to another time and place without such consent or direction if it appears to him that:

(a) it is likely to be impracticable to hold or continue that meeting because of the number of Shareholders wishing to attend who are not present;

(b) the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

(c) an adjournment is otherwise in the best interests of the Company or is necessary so that the business of the meeting may be properly conducted.

(2) Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be givento each Shareholder entitled to attend and vote thereat in accordance with the provisions of these Bye-Laws.

34. Attendance at Meetings

(1) If a majority of the Board shall so determine, Shareholders may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participatingin the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(2) The Board may, and at any general meeting the chairperson of such meeting may, make any arrangement and impose any requirement or restriction as may be considered appropriate to ensure the security ofa general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may betaken into the meeting place. The Board is, and at any general meeting the chairperson of such meeting is, entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements orrestrictions.

35. Written Resolutions

(1) Subject to paragraph (4) of this Bye-Law 35 , anything that may be done by resolution of the Company in a general meeting or by resolution of a meeting of any class of the Shareholders of the Companymay, without a meeting and without any previous notice being required, be done by resolution in writing signed by all of the Shareholders who at the date of the resolution would be entitled to attend the meetingand vote on the resolution, in as many counterparts as may be necessary.

(2) A resolution in writing made in accordance with this Bye-Law 35 is as valid as if it had been passed by the Company in a general meeting or by a meeting of the relevant class of Shareholders, as the casemay be, and any reference in any Bye-Law to a meeting at which a resolution is passed or to Shareholders voting in favor of a resolution shall be construed accordingly. (3) A resolution in writing made in accordance with this Bye-Law 35 shall constitute minutes for the purposes of the Act.

36. Attendance of Directors

The Directors of the Company shall be entitled to receive notice of and to attend any general meeting.

37. Voting at Meetings

Subject to the provisions of the Act and except as otherwise provided under these Bye-Laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by theaffirmative votes

19

Exhibit 3.2

of a majority of the votes cast in accordance with the provisions of these Bye-Laws and, in the case of an equality of votes, the resolution shall fail.

38. Voting by Hand or by Poll

(1) At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records, unless (before or on the declaration ofthe result of the show of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is demanded by:

(a) the chairman of the meeting or a majority of the Board; or

(b) at least three (3) Shareholders present in person or represented by proxy; or

(c) any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Shareholders having the right to voteat such meeting; or

(d) any Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal tonot less than one tenth (1/10) of the total sum paid up on all such shares conferring such right. (2) The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands orcount of votes received as electronic records declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other Shareholder entitled may demand a poll.

(3) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands or count of votes received as electronic records, been carried or carriedunanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of thefact without proof of the number or proportion of votes recorded for or against such resolution.

(4) If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

(5) A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken in such manner consistent with the Act as the chairman shall direct.

(6) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any timebefore the close of the meeting or the taking of the poll, whichever is the earlier.

(7) On a poll, votes may be cast either personally or by proxy.

(8) A Person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

(9) Where a vote is taken by poll, each Person present and entitled to vote shall be furnished with a ballot paper on which such Person shall record his or her vote in such manner as shall be determined at themeeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case ofa proxy.

(10) At the conclusion of any poll, the ballot papers shall be examined and counted by a committee of one or more inspectors appointed by the Board or the Chief Executive Officer of the Company prior to thegeneral meeting to act at such meeting as provided hereunder and to make a written report thereof. If no inspector (or any alternate previously designated by the Board or the Chief Executive Officer) is able to act atthe meeting, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to the best of his or her ability. In connection with the applicable poll, the inspectors shall ascertain the number of shares outstanding and thevoting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition ofany challenges made to any determination by the inspectors and certify their

20

Exhibit 3.2

determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The dateand time of the opening and closing of the polls during the meeting for each matter upon which the Shareholders will vote by poll at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor anyrevocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examinationof (i) the proxies, any envelopes submitted therewith, any information provided by a Shareholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined thatthe proxy was authorized by the Shareholder and (ii) the ballots and (iii) the regular books and records of the Company.

In addition, the inspectors may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar Personswhich represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the Shareholder holds of record. If the inspectors consider such other reliable information for suchpurpose, they shall, at the time they make their certification, specify the precise information considered by them, including the Person or Persons from whom they obtained the information, when the informationwas obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

39. Decision of Chairperson

(1) At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairperson of the meeting shall rule on whether the proposed amendment is out of order, theproceedings on the substantive resolution shall not be invalidated by any error in such ruling.

(2) At any general meeting a declaration by the chairperson of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry tothat effect in a book containing the minutes of the proceedings of the Company shall be conclusive evidence of that fact.

40. Instrument of Proxy

(1) Every Shareholder entitled to vote has the right to do so either in person or by one or more persons authorized by a proxy executed and delivered in accordance with these Bye-Laws.

(2) A person so authorized as a proxy shall be entitled to exercise the same power on behalf of the grantor of the proxy as the grantor could exercise at a general meeting of the Company.

(3) No proxy shall be valid after eleven months from its date, unless the proxy provides for a longer period. A proxy shall be revocable unless expressly provided therein to be irrevocable and the proxy iscoupled with an interest sufficient in law to support an irrevocable power.

(4) Subject to paragraph (3) of this Bye-Law 40 , the instrument appointing a proxy, together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at theregistered office of the Company (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) prior tothe holding of the relevant meeting or adjourned meeting at which the individual named in the instrument proposes to vote and, if not so delivered, the instrument of proxy shall not be treated as valid.

(5) Instruments of proxy shall be in such form as the Board may approve (including, without limitation, written or electronic form) and the Board may, if it thinks fit, send out with the notice of any meetingforms of instruments of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxythinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

(6) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or unsoundness of mind of the principal subsequent to giving the proxy but before the vote orrevocation of the instrument of proxy or of the authority under which it was executed.

(7) The decision of the chairperson of any general meeting as to the validity of any appointment of a proxy shall be final.

21

Exhibit 3.2

41. Representation of Corporations at Meetings

A corporation or other Person that is not an individual that is a Shareholder may, by written instrument, authorize any person as it thinks fit to act as its representative at any meeting of the Shareholders or for allmeetings of the Shareholders or for all meetings of the Shareholders for a certain or determinable period or until revocation and such person so authorized shall be entitled to exercise the same powers on behalf ofsuch corporation or other such Person as such corporation or other such Person could exercise if it were an individual Shareholder and such corporation or other such Person shall be deemed to be present in personas a Shareholder at any such meeting attended by its authorized representative or representatives. Notwithstanding the foregoing, the chairperson of the meeting may accept such assurances as he or she thinks fit asto the right of any person to attend and vote at general meetings on behalf of a corporation or other such Person that is a Shareholder.

VOTES OF SHAREHOLDERS

42. General

Subject to the rights of the holders of any class or series of preference shares, at any general meeting of the Company, each Shareholder present in person shall be entitled to one vote on any question to bedecided on a show of hands and each Shareholder present in person or by proxy shall be entitled on a poll to one vote for each share held by him in his name in the Register of Shareholders.

SHARE CAPITAL AND SHARES

43. Share Capital

The authorised share capital of the Company is 1,070,000,000 divided into 1,050,000,000 common shares of par value $0.20 each (“Common Shares”) and 20,000,000 undesignated shares of par value $0.20each, which may be issued, without any prior Shareholder approval, as Common Shares or Preference Shares (“Undesignated Shares”).

44. Rights of Shares

(1) CommonShares

The Common Shares shall, subject to the other provisions of these Bye-Laws, entitle the holders thereof to the following rights:

(a) as regards dividend: after making all necessary provisions, where relevant, for payment of any preferred dividend in respect of any preference shares in the Company then outstanding, the Company shallapply any profits or reserves which the Board resolves to distribute in paying such profits or reserves to the holders of the Common Shares in respect of their holding of such shares pari passu and pro rata to thenumber of Common Shares held by each of them;

(b) as regards capital: on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Common Shares shall be entitled to be paid the surplus assets of the Company remaining afterpayment of its liabilities (subject to the rights of holders of any preferred shares in the Company then in issue having preferred rights on the return of capital) in respect of their holdings of Common Shares paripassu and pro rata to the number of Common Shares held by each of them;

(c) as regards voting in general meetings: the holders of the Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company; every holder of Common Sharespresent in person or by proxy shall on a poll have one vote for each Common Share held by him.

(2) UndesignatedShares

The rights attaching to the Undesignated Shares, subject to these Bye-Laws, shall be as follows:

(a) each Undesignated Share shall have attached to it such preferred, qualified or other special rights, privileges and conditions and be subject to such restrictions, whether in regard to dividend, return ofcapital, redemption, conversion into Common Shares or voting or otherwise, as the Board may determine on or before its allotment;

22

Exhibit 3.2

(b) the Board may allot the Undesignated Shares in more than one series and, if it does so, may name and designate each series in such manner as it deems appropriate to reflect the particular rights andrestrictions attached to that series, which may differ in all or any respects from any other series of Undesignated Shares;

(c) the particular rights and restrictions attached to any Undesignated Shares shall be recorded in a resolution of the Board. The Board may at any time before the allotment of any Undesignated Share byfurther resolution in any way amend such rights and restrictions or vary or revoke its designation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to(but shall not form part of) these Bye-Laws; and

(d) the Board shall not attach to any Undesignated Share any rights or restrictions which would alter or abrogate any of the special rights attached to any other class of series of shares for the time being inissue without such sanction as is required for any alteration or abrogation of such rights, unless expressly authorised to do so by the rights attaching to or by the terms of issue of such other class or series.

(3) PreferenceShares

Without limiting the foregoing and subject to the Act, the Company may issue preference shares (“Preference Shares”) without any prior Shareholder approval which:

(a) are liable to be redeemed on the happening of a specified event or events or on a given date or dates and/or;

(b) are liable to be redeemed at the option of the Company and/or, if authorised by the Memorandum of Association of the Company, at the option of the holder.

The terms and manner of the redemption of any redeemable shares created pursuant to this Bye-Law 44(3) shall be as the Board may by resolution determine. The terms of any redeemable preference shares mayprovide for the whole or any part of the amount due on redemption to be paid or satisfied otherwise than in cash, to the extent permitted by the Act.

In addition, subject to any special rights conferred on the holders of any share or class of shares, any Preference Shares may be issued with or have attached thereto such preferred, deferred, qualified or otherspecial rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Board may determine pursuant to Bye-Law 44(2) .

(4) The Board may, at its discretion and without the sanction of a resolution of the Shareholders, authorise the purchase or acquisition by the Company of its own shares, of any class, at any price (whether at paror above or below par), and any shares to be so purchased or acquired may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine, provided always that such purchaseor acquisition is effected in accordance with the provisions of the Act. The whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted bythe Act. Any shares acquired may be held as treasury shares in accordance with and subject to the Act.

45. Modification of Rights

(1) Subject to the Act, all or any of the special rights attached to any class of shares issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent inwriting of the holders of not less than three-quarters of the issued shares of that class or with the sanction of a resolution passed by the holders of not less than three-quarters of the issued shares of that class at aseparate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatismutandisapply, but so that the necessary quorum shall be two (2) or more persons holding or representing by proxy at least three-quarters of the shares of the relevant class, that every holder of shares of therelevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll; provided, however, that ifthe Company or a class of Shareholders shall have only one Shareholder, such one Shareholder present in person or by proxy shall constitute the necessary quorum.

(2) For the purposes of this Bye-Law, unless otherwise expressly provided by the rights attached to any shares or class of shares, those rights attaching to any class of shares for the time being shall not bedeemed to be altered by:

(a) the creation or issue of further shares ranking pari passu with them;

23

Exhibit 3.2

(b) the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to them; or

(c) the purchase or redemption by the Company of any of its own shares.

46. Shares

(1) Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer,allot, grant options over or otherwise dispose of them to such Persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

(2) Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares shall be at the disposal of the Board, which may hold all or any of the shares, dispose of ortransfer all or any of the shares for cash or other consideration, or cancel all or any of the shares.

(3) The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law. Subject to the provisions of the Act, any such commissionor brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

(4) Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, inproportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions andto participate in a winding-up.

47. Registered Holder of Shares

(1) The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, suchshare on the part of any other Person.

(2) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by check or draft sent through the post directed to the Shareholder at such Shareholder’s address as recorded in theRegister of Shareholders or, in the case of joint holders, to such address of the holder first named in the Register of Shareholders, or (subject to applicable law) to such Person and to such address as such holder orjoint holders may in writing direct. If two or more Persons are registered as joint holders of any shares, any one can give an effectual receipt for any dividend paid in respect of such shares.

48. Death of a Joint Holder

Where two or more Persons are registered as joint holders of a share or shares then, in the event of the death of any joint holder or holders, the remaining joint holder or holders shall be absolutely entitled to suchshare or shares and the Company shall recognize no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

49. Share Certificates (1) Every Shareholder shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class or series of shares held by such Shareholderand whether the same are fully paid up and, if not, how much has been paid thereon. The Company may determine, either generally or in a particular case, that any or all signatures on certificates may be printedthereon or affixed by mechanical means. Notwithstanding Bye-Law 76 , the Company may determine that a share certificate need not be signed on behalf of the Company or that the seal of the Company need notbe attested.

(2) The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the Person to whom such shares have been allotted.

24

Exhibit 3.2

(3) If any such certificate shall be proved to the satisfaction of the Company to have been worn out, lost, mislaid or destroyed, the Company may cause a new certificate to be issued and request an indemnity forthe lost certificate if it sees fit.

50. Calls on Shares

(1) The Board may from time to time make such calls as it thinks fit upon the Shareholders in respect of any monies unpaid on the shares allotted to or held by such Shareholders and, if a call is not paid on orbefore the day appointed for payment thereof, the Shareholder may, at the discretion of the Board, be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from thedate when such call was payable up to the actual date of payment. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(2) The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

(3) Any sum that, by the terms of allotment of a share, becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all of the purposesof these Bye-Laws be deemed to be a call duly made and payable, on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all of the relevant provisions of these Bye-Laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

(4) The Company may accept from any Shareholder the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

51. Forfeiture of Shares

(1) If any Shareholder fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Shareholder, the Board may, at any time thereafter during such time as thecall remains unpaid, direct the Secretary to forward to such Shareholder a notice in the form (or as near thereto as circumstances admit) set forth in Schedule A hereto.

(2) If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of theBoard to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.

(3) A Shareholder whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeitureand all interest due thereon.

(4) The Board may accept the surrender of any shares that it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated asif it has been forfeited.

INTERESTED SHAREHOLDERS

52. Limitations on Business Combinations .

Notwithstanding anything contained herein to the contrary, the Company shall not engage in any Business Combination with any Interested Shareholder for a period of 3 years following the time that suchShareholder became an Interested Shareholder, unless: (a) prior to such time the Board approved either the Business Combination or the transaction which resulted in the Shareholder becoming an InterestedShareholder; (b) upon consummation of the transaction which resulted in the Shareholder becoming an Interested Shareholder, the Interested Shareholder Beneficially Owned at least 85% of the total voting stock ofthe Company outstanding at the time the transaction commenced, excluding for purposes of determining the total voting stock outstanding (but not the outstanding voting stock Beneficially Owned by the InterestedShareholder) those shares Beneficially Owned (i) by persons who are Directors and also Officers and (ii) employee stock plans in which employee participants do

25

Exhibit 3.2

not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (c) at or subsequent to such time the Business Combination is approved by theBoard and authorized at an annual general meeting or special general meeting of Shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is notBeneficially Owned by the Interested Shareholder.

53. Certain Definitions

(1) “Associate” has the meaning ascribed to such term in Rule 12b-2 of the Exchange Act.

(2) As used in Bye-Laws 52-53 , a Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(a) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly;

(b) which such Person or any of such Person’s Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement,arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise ofconversion rights, exchange rights, rights, warrants or options, or otherwise; provided , however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to atender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (ii) the right to vote pursuant toany agreement, arrangement or understanding; provided , however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding tovote such security (x) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules andregulations promulgated under the Exchange Act and (y) is not also then reportable on Schedule 13D under the Exchange Act; or

(c) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (otherthan customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extentcontemplated by the proviso to clause (ii) of the preceding subsection (b)) or disposing of any securities of the Company.

(d) Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of theCompany, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to ownbeneficially hereunder.

(3) “Business combination” means any:

(a) merger, amalgamation, scheme of arrangement or consolidation of the Company or any direct or indirect majority-owned subsidiary of the Company with (i) the Interested Shareholder, or (ii) with anyother corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder;

(b) sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a Shareholder, to or with the Interested Shareholder, whether aspart of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority-owned subsidiary of the Company which assets have an aggregate market value equal to 10% or more of either theaggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Company;

(c) transaction which results in the issuance or transfer by the Company or by any direct or indirect majority-owned subsidiary of the Company of any stock of the Company or of such subsidiary to theInterested Shareholder, except (i) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which securitieswere outstanding prior to the time that the Interested Shareholder became such, (ii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for,exchangeable for or convertible into stock of such

26

Exhibit 3.2

corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock ofsuch corporation subsequent to the time the Interested Shareholder became such; (iii) pursuant to an exchange offer by the Company to purchase stock made on the same terms to all holders of said stock; or (iv) anyissuance or transfer of stock by the Company; provided however, that in no case under items (i)-(iv) of this subparagraph shall there be an increase in the Interested Shareholder’s proportionate share of the stock ofany class or series of the Company or of the voting stock of the Company;

(d) transaction involving the Company or any direct or indirect majority-owned subsidiary of the Company which has the effect, directly or indirectly, of increasing the proportionate share of the stock of anyclass or series, or securities convertible into the stock of any class or series, of the Company or of any such subsidiary which is Beneficially Owned by the Interested Shareholder, except as a result of immaterialchanges due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Shareholder; or

(e) receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a Shareholder of such corporation), of any loans, advances, guarantees, pledges or other financialbenefits (other than those expressly permitted in subparagraphs (a)-(d) of this paragraph) provided by or through the Company or any direct or indirect majority-owned subsidiary.

(4) “Interested Shareholder” means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the Beneficial Owner of 15% or more of the outstandingvoting stock of the Company, or (ii) is an Affiliate or Associate of the Company and was the Beneficial Owner of 15% or more of the outstanding voting stock of the Company at any time within the 3-year periodimmediately prior to the date on which it is sought to be determined whether such Person is an Interested Shareholder, and the Affiliates and Associates of such Person; provided, however, that the term “InterestedShareholder” shall not include (x) any Person who becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of Beneficial Ownership of sufficient shares so that the Shareholderceases to be an Interested Shareholder and (ii) would not, at any time within the 3-year period immediately prior to a Business Combination between the Company and such Shareholder, have been an InterestedShareholder but for the inadvertent acquisition of ownership; or (y) any Person whose Beneficial Ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by theCompany; provided that such Person shall be an Interested Shareholder if thereafter such Person acquires additional shares of voting stock of the Company, except as a result of further corporate action not caused,directly or indirectly, by such Person; provided further that no savings, profit sharing, stock bonus or employee stock ownership plan or plans established or sponsored by the Company (or any subsidiary of theCompany or any predecessor of the Company or any subsidiary) and qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any comparable provisions of any non-U.S. law, whichholds Common Shares on behalf of participating employees and their beneficiaries with the right to instruct the trustee how to vote such Common Shares with respect to all matters submitted to Shareholders shallnot be deemed to be an “Interested Shareholder.”

REGISTER OF SHAREHOLDERS

54. Contents of Register of Shareholders

The Board shall cause to be kept in one or more books a Register of Shareholders and shall enter therein the particulars required by the Act.

55. Inspection of Register of Shareholders

The Register of Shareholders shall be open to inspection at the registered office of the Company on every Business Day, subject to such reasonable restrictions as the Company may impose, so that not less thantwo hours in each Business Day be allowed for inspection. The Register of Shareholders may, after notice has been given by advertisement in an appointed newspaper to that effect, be closed for any time or timesnot exceeding in the whole thirty days in each year.

56. Determination of Record Dates

Notwithstanding any other provision of these Bye-Laws, the Board may fix any date as the record date for:

27

Exhibit 3.2

(a) determining the Shareholders entitled to receive any dividend or distribution; and

(b) determining the Shareholders entitled to receive notice of and to vote at any general meeting of the Company.

TRANSFER OF SHARES

57. Instrument of Transfer

(1) Subject to paragraph (4) of Bye-Law 58 , an instrument of transfer shall be in the form (or as near thereto as circumstances admit) set forth in Schedule B hereto or in such other common form as theCompany may accept. Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Company may accept the instrument signed byor on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Shareholders.

(2) The Company may refuse to recognize any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Company mayreasonably require to show the right of the transferor to make the transfer.

58. Restrictions on Transfer

(1) Unless otherwise required by any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), the Company (i) may decline to approve or to register any transfer ofany share if a written opinion from counsel acceptable to the Company shall not have been obtained to the effect that registration of such shares under the U.S. Securities Act of 1933, as amended, is not requiredand (ii) shall decline to approve or to register any transfer of any share if the transferee shall not have been approved by applicable governmental authorities if such approval is required or if not in compliance withapplicable consent, authorization or permission of any governmental body or agency in Bermuda.

(2) If the Company refuses to register a transfer of any share, the Secretary shall send, or procure that there shall be sent, within one month after the date on which the transfer was lodged with the Company, tothe transferor and transferee notice of the refusal.

(3) The registration of transfers may be suspended at such times and for such periods as the Company may from time to time determine, provided always that such registration shall not be suspended for morethan 45 days in any year.

(4) Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

TRANSMISSION OF SHARES

59. Representative of Deceased Shareholder

In the case of the death of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceasedShareholder was a sole holder, shall be the only persons recognized by the Company as having any title to the deceased Shareholder’s interest in the shares. Nothing herein contained shall release the estate of adeceased joint holder from any liability in respect of any share that had been jointly held by such deceased Shareholder with other persons. Subject to the provisions of the Act, for the purpose of this Bye-Law 59 ,“legal personal representative” means the executor or administrator of a deceased Shareholder or such other Person as the Company may decide as being properly authorized to deal with the shares of a deceasedShareholder.

60. Registration on Death or Bankruptcy Any Person becoming entitled to a share in consequence of the death or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence as the Company may deem sufficient or may electto nominate another Person to be registered as a transferee of such share, and in such case such Person becoming entitled shall execute in favor of such nominee an instrument of transfer in the form (or as nearthereto as circumstances admit)

28

Exhibit 3.2

set forth in Schedule C hereto. On the presentation thereof to the Company, accompanied by such evidence as the Company may require to prove the title of the transferor, the transferee shall be registered as aShareholder, provided that the Company shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by such Shareholder before suchShareholder’s death or bankruptcy, as the case may be.

DIVIDENDS AND OTHER DISTRIBUTIONS

61. Declaration of Dividends by the Board

(1) The Board may, subject to these Bye-Laws and in accordance with the Act, declare a dividend to be paid to the Shareholders in proportion to the number of shares held by them, and such dividend may bepaid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

(2) The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

62. Other Distributions

The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as againstthe Company.

63. Reserve Fund

The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalizingdividends or for any other special purpose.

64. Deduction of Amounts Due to the Company

The Board may deduct from the dividends or distributions payable to any Shareholder all monies due from such Shareholder to the Company on account of calls.

CAPITALIZATION

65. Issue of Bonus Shares: Capitalization of Profits

(1) The Board may resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and lossaccount or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.

(2) The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of anyshare premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in thesame proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholdersrespectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way andpartly in the other, provided that for the purpose of this Bye-Law 65 , a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid. Whereany difficulty arises in regard to any distribution under this Bye-Law 65 , the Board may settle the same as it thinks expedient and, in particular, may authorise any Person to sell and transfer any fractions or mayresolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to anyShareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint

29

Exhibit 3.2

any person to sign on behalf of the Persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon theShareholders.

ACCOUNTS AND FINANCIAL STATEMENTS

66. Records of Account

The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Company may determine and shall be available for inspection by the Directorsduring normal business hours.

67. Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December of each year.

68. Financial Statements

Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Shareholders at the annual general meeting of Shareholders.

AUDIT

69. Appointment of Auditor

The Company shall appoint Auditors to hold office for such period and otherwise as in accordance with the Act. Whenever a casual vacancy occurs in the office of the Auditors, the Audit Committee mayappoint Auditors to hold office until the close of the next annual general meeting. No Auditor may be a Shareholder and no Director, Officer or employee of the Company shall, during his or her continuance inoffice, be eligible to act as an Auditor of the Company.

70. Remuneration of Auditor

Unless fixed by the Company in a general meeting, the remuneration of the Auditor shall be as determined by the Audit Committee.

71. Report of the Auditor

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to provisions of the Act, the accounts of the Company shall be audited by the Auditor at least once in every year.

NOTICES

72. Notices to Shareholders of the Company

A notice may be given by the Company to any Shareholder either by delivering it to such Shareholder in person or by sending it to such Shareholder’s address in the Register of Shareholders or to such otheraddress given for the

30

Exhibit 3.2

purpose. For the purposes of this Bye-Law 72 , a notice may be sent by mail, courier service, facsimile, email or other mode of representing words in a legible form.

73. Notices to Joint Shareholders

Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two or more Persons, be given to whichever of such Persons is named first in the Register of Shareholders andnotice so given shall be sufficient notice to all of the holders of such shares.

74. Service and Delivery of Notice

Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission (which shall be deemed to be two calendar days from deposit in the case ofmail) and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if mailed, and the time when it was mailed, delivered to the courier or transmitted by facsimile,email, or such other method, as the case may be.

SEAL OF THE COMPANY

75. The Seal

The seal of the Company shall be in such form as the Board may from time to time determine. The Board may adopt one or more duplicate seals.

76. Manner in which Seal is to be Affixed

Subject to Bye-Law 48 , the seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or any two Directors, or any person appointed by the Boardfor the purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticatedcopies of these Bye-Laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative. Anysuch signature may be printed or affixed by mechanical means on any share certificate, debenture, share or other security certificate.

WINDING-UP

77. Winding-Up/Distribution by Liquidator

If the Company shall be wound up, the liquidator may, with the sanction of a resolution of the Shareholders, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of theCompany (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid. The liquidator may, with the likesanction, vest the whole or any part of such assets in trustees upon such trusts as the liquidator shall think fit for the benefit of the Shareholders, provided that no Shareholder shall be compelled to accept any sharesor other securities or assets whereon there is any liability.

ALTERATION OF BYE-LAWS

78. Alteration of Bye-Laws

No Bye-Law shall be rescinded, altered or amended and no new Bye-Law shall be made until the same has been approved by a resolution of the Board and by a resolution of the Shareholders; provided that(i) the approval of such resolution of the Shareholders with respect to any such rescission, alteration or amendment of, or the adoption of any Bye-Law or provision inconsistent with, Bye-Laws 8 , 10 , 11 , 12 , 35 ,44 , 52 and 53 , this Bye-Law 78 or any material defined term used in any such Bye-Laws shall require the affirmative vote of the holders of at least three-quarters of the total combined voting power of all issuedand outstanding shares of the Company, and (ii) any such rescission, alteration or amendment of, or the adoption of any Bye-Law or provision inconsistent with, Bye-Law 25 or 26 or any material defined term usedin such Bye-Laws shall not affect the waiver of any claim or right of action with respect to past acts or omissions.

31

Exhibit 3.2

Schedule A (Bye-Law 51)

NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL You have failed to pay the call of [amount of call] made on the day of , 20 , in respect of the [number] share(s) ([numbers in figures]) standing in your name in the Register ofShareholders of the Company, on the day of , 20 , the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of___% per annum computed from the said day of , 20 , on or before the day of , 20 at the place of business of the Company, the share(s) will be liable to be forfeited.

Dated this day of , 20

[Signature of Secretary]

By order of the Board

Exhibit 3.2

Schedule B

(Bye-Law 57)TRANSFER OF A SHARE OR SHARES

FOR VALUE RECEIVED[amount][transferor]

Hereby sell assign and transfer unto[transferee]

Of[address]

[number of shares] shares of

[name of Company]

Dated:

(Transferor) In the presence of:

(Witness)

(Transferor) In the presence of:

(Witness)

Exhibit 3.2

Schedule C

(Bye-Law 60)TRANSFER BY A PERSON

BECOMING ENTITLED ON DEATH/BANKRUPTCY OF A SHAREHOLDER I/We having become entitled in consequence of the [death/bankruptcy] of [name of the Shareholder] to [number] share(s) standing in the register of Shareholders of [Company] in the name ofthe said [name of Shareholder] instead of being registered myself/ourselves elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do herebyaccordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee his or her executors administrators and assigns subject to the conditions on which the same were held atthe time of the execution thereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

WITNESS our hands this day of , 20

Signed by the above-named [Person or Persons entitled] in the presence of:

Signed by the above-named [transferee] in the presence of:

Exhibit 31.1

Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Martin L. Flanagan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 27, 2017 /s/ MARTIN L. FLANAGAN Martin L. Flanagan President and Chief Executive Officer

Exhibit 31.2

Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Loren M. Starr, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 27, 2017 /s/ LOREN M. STARR Loren M. Starr Senior Managing Director and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF MARTIN L. FLANAGANPURSUANT TO

18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “Report”), I, Martin L. Flanagan, do hereby certify, pursuant to 18U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 27, 2017 /s/ MARTIN L. FLANAGAN Martin L. Flanagan President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF LOREN M. STARRPURSUANT TO

18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “Report”), I, Loren M. Starr, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 27, 2017 /s/ LOREN M. STARR Loren M. Starr Senior Managing Director and Chief Financial Officer

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