LONDON, May 4, 2018/PRNewswire / --

First Quarter Key Metrics as Reported under U.S. GAAP(1)

  • Total revenue increased 30% to $3.1 billion, including an increase of $365 million, or 17%, related to FASB's new revenue recognition standard
  • Operating margin increased 1,180 basis points to 25.9%, including 860 basis points related to FASB's new revenue recognition standard
  • EPS increased 150% to $2.35, including $0.90, or 96%, related to FASB's new revenue recognition standard

First Quarter Key Metrics as Comparable to Pro Forma Financials and Highlights(1)

  • Total revenue increased 13% to $3.1 billion, including 3% organic revenue growth
  • Operating margin increased to 25.9%, and operating margin, adjusted for certain items, increased 230 basis points to 31.8%
  • EPS increased to $2.35, and EPS, adjusted for certain items, increased 26% to $2.97
  • For the first three months of 2018, cash flow from operations decreased to $140 million, and adjusted free cash flow increased 16% to $208 million, when excluding certain near-term impacts related to the divestiture of the outsourcing businesses
  • Repurchased 3.9 million Class A Ordinary Shares for approximately $550 million
  • Subsequent to the close of the first quarter, Aon announced an 11% increase to its quarterly cash dividend
  • Aon Securities, as part of Reinsurance Solutions, launched an unprecedented $1.4 billioncatastrophe bond on behalf of the World Bank, a transaction that brings emergency funding and disaster support to certain Latin American countries if and when an earthquake occurs

Aon plc (NYSE: AON) today reported results for the three months ended March 31, 2018.

Net incomefrom continuing operations attributable to Aon shareholders on a reported basis was $588 million, or $2.35per share, compared to $251 million, or $0.94per share, in the prior year period. This includes $239 million, or $0.90per share, of favorable impact from adoption of the new revenue recognition standard. Net income per share from continuing operations on a comparable basis, adjusted for certain items and the impact of adoption of the new revenue recognition standard, increased 26% to $2.97, compared to $2.35in the prior year period. Certain items that impacted first quarter results and comparisons with the prior year period are detailed in the 'Reconciliation of Non-GAAP Measures Adjusted for Changes in Accounting Guidance - Operating Income from Continuing Operations and Diluted Earnings Per Share' on page 11 of this press release.

'Our first quarter results reflect a strong start to the year with positive performance across each of our key metrics, highlighted by strong organic revenue growth in Reinsurance and Commercial Risk Solutions, substantial operational improvement, 26% growth in earnings per share and double-digit adjusted free cash flow growth,' said Greg Case, President and Chief Executive Officer. 'An unmatched level of investment in client-serving capabilities, combined with improved operational performance through our Aon United operating model and effective capital management, we believe place us on track to exceed $7.97of earnings per share in 2018 and unlock significant shareholder value through double-digit free cash flow growth over the long-term.'

FIRST QUARTER 2018 FINANCIAL SUMMARY
The first quarter 2018 financial results discussed herein represent performance from continuing operations unless otherwise noted. Adoption of the FASB's new revenue recognition standard on January 1, 2018is not reflected in reported 2017 financials. A comparable year-over-year view of reported 2018 results to unaudited pro forma 2017 results incorporating the impact of adoption of the new revenue recognition standard is provided in detail on pages 11-15 of this press release.

Totalrevenue in the first quarter increased 30% to $3.1 billionon a reported basis compared to the prior year period, including an increase of $365 million, or 17%, related to adoption of the new revenue recognition standard. Excluding this impact, comparable revenue increased $344 million, or 13%, compared to the prior year period driven by a 5% increase related to acquisitions, net of divestitures, a 5% favorable impact from foreign currency translation, and 3% organic revenue growth.

Total operating expenses in the first quarter increased 12% to $2.3 billionon a reported basis compared to the prior year period, including an increase of $78 million, or 4%, related to adoption of the new revenue recognition standard. Excluding this impact, comparable expenses increased $167 million, or 8%, compared to the prior year period due primarily to a $99 millionunfavorable impact from foreign currency translation, a $66 millionincrease in operating expenses related to acquisitions, net of divestitures, $54 millionof accelerated amortization related to tradenames, a $12 millionincrease in expense related to certain hedging programs, and an increase in expense associated with 3% organic revenue growth, partially offset by a $70 milliondecrease in restructuring charges and $52 millionof incremental savings related to restructuring and other operational improvement initiatives.

Restructuring expenses were $74 millionin the first quarter, primarily driven by workforce reductions and other general initiatives. As previously announced, the Company expects to invest $1,175 millionin total cash over a three-year period and incur $50 millionof non-cash charges in driving one operating model across the firm. This includes an estimated investment of $975 millionof cash restructuring charges and $200 millionof capital expenditures. To date, the Company has incurred $571 million, or 56%, of the total estimated restructuring charges. An analysis of restructuring and related costs by type is detailed on page 18 of this press release.

Restructuring savings in the first quarter related to restructuring and other operational improvement initiatives are estimated at $63 millionbefore any reinvestment. Before any potential reinvestment of savings, restructuring and other operational improvement initiatives are expected to deliver run-rate savings of $450 millionannually in 2019. To date, the Company has achieved $228 million, or 51%, of the total estimated annualized savings.

Foreign currency exchange rates in the first quarter had a $33 million, or $0.11per share, favorable impact on reported net income if the Company were to translate prior year quarter results at current quarter foreign exchange rates. On a comparable basis, net income adjusted for certain items and the impact of adoption of the new revenue recognition standard includes a $57 million, or $0.19per share, favorable impact from foreign currency translation. The Company also incurred $10 million, or $0.03per share, of net losses due to the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies recorded in other expense. In addition, the prior year quarter benefited by a $12 million, or $0.04per share, reduction in expense related to certain hedging programs.

Effective tax rate reflected in the reported financial statements in the first quarter was 15.9%, compared to the prior year period of 0.1%. After adjusting for the impact from adoption of the new revenue recognition standard and to exclude the applicable tax impact associated with certain non-GAAP adjustments, the adjusted effective tax rate on a comparable basis for the first quarter of 2018 was 16.5% compared to 13.3% in the prior year quarter. The increase was primarily driven by changes in geographical distribution of income and the various impacts of U.S. Tax Reform. The adjusted effective tax rate in both periods includes a net favorable impact from certain discrete items. Certain items that impacted first quarter results and comparisons with the prior year period are detailed in the 'Reconciliation of Non-GAAP Measures Adjusted for Changes in Accounting Guidance - Operating Income from Continuing Operations and Diluted Earnings Per Share' on page 11 of this press release.

Weighted average diluted shares outstanding decreased to 250.2 million in the first quarter compared to 267.0 million in the prior year period. The Company repurchased 3.9 million Class A Ordinary Shares for approximately $550 millionin the quarter. As of March 31, 2018, the Company had $4.9 billionof remaining authorization under its share repurchase program.

FIRST QUARTER 2018 CASH FLOW SUMMARY
Cash flow from operations for the first three months of 2018 decreased 23%, or $42 million, to $140 millioncompared to the prior year period, primarily reflecting $98 millionof cash restructuring charges, partially offset by operational improvement.

Free cash flow, defined as cash flow from operations less capital expenditures, decreased 36%, or $53 million, to $95 millionfor the first three months of 2018 compared to the prior year quarter, reflecting a decline in cash flow from operations and an $11 millionincrease in capital expenditures, including investments in our operating model.

Adjusted free cash flow, defined as free cash flow excluding certain near-term impacts resulting from the divestiture of the outsourcing businesses, including restructuring initiatives, increased $28 million, or 16%, to $208 millioncompared to the prior year period. A reconciliation of free cash flow and adjusted free cash flow to cash flow from operations can be found in 'Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow' on page 10 of this press release.

FIRST QUARTER 2018 REVENUE REVIEW
The first quarter revenue reviews provided below include supplemental information related to organic revenue, which is a non-GAAP measure that is described in detail in 'Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow' on page 10 of this press release.

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Three Months Ended

(millions)

Mar 31,
2018

Mar 31,
2017

%
Change

Revenue
Recognition (1)

Less:
Currency
Impact (2)

Less:
Fiduciary
Investment
Income (3)

Less:
Acquisitions,
Divestitures
& Other

Organic
Revenue
Growth (4)

Revenue

Commercial Risk Solutions

$

1,184

$

984

20%

-%

6%

-%

10%

4%

Reinsurance Solutions

742

371

100

89

4

-

1

6

Retirement Solutions

424

386

10

-

6

-

4

-

Health Solutions

451

372

21

16

4

-

1

-

Data & Analytic Services

294

268

10

2

4

-

3

1

Elimination

(5)

-

N/A

N/A

N/A

N/A

N/A

N/A

Total revenue

$

3,090

$

2,381

30%

17%

5%

-%

5%

3%

Total revenue increased 30%, or $709 million, on a reported basis, including an increase of $365 million, or 17%, related to adoption of the new revenue recognition standard. Excluding this impact, revenue on a comparable basis increased $344 million, or 13%, compared to the prior year period, including organic revenue of 3% primarily driven by strong growth in Reinsurance and Commercial Risk Solutions.

Commercial Risk Solutions organic revenue increased 4% compared to the prior year period driven by strong growth globally across most geographies, highlighted by particular strength in the Americas and EMEA regions, driven by double-digit new business generation and strong management of the renewal book portfolio.

Reinsurance Solutions organic revenue increased 6% compared to the prior year period driven by strong growth across every major product line, including particular strength in treaty placements driven by net new business generation and a modest favorable market impact, as well as growth in both facultative placements and capital markets transactions.

Retirement Solutions organic revenue was flat compared to the prior year period driven by growth in investment consulting, primarily for delegated investment management, and in the talent practice for assessment services, offset by a modest decline in project-related work and an unfavorable impact from the timing of certain revenue.

Health Solutions organic revenue was flat compared to the prior year period driven by solid growth in health and benefits brokerage, highlighted by strong growth across Asiaand the EMEA region, offset by a decline in project-related work that benefited the prior year period in the health care exchange business.

Data & Analytic Services organic revenue increased 1% compared to the prior year period driven by continued solid growth across core Affinity, with particular strength in the U.S., offset by unfavorable impacts from certain client contracts that were anticipated.

FIRST QUARTER 2018 EXPENSE REVIEW

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Three Months Ended

(millions)

Mar 31, 2018

Mar 31, 2017

$
Change

%
Change

Expenses

Compensation and benefits

$

1,616

$

1,469

$

147

10%

Information technology

115

88

27

31

Premises

93

84

9

11

Depreciation of fixed assets

39

54

(15)

(28)

Amortization and impairment of intangible assets

110

43

67

156

Other general expenses

318

308

10

3

Total operating expenses

$

2,291

$

2,046

$

245

12%

Compensation and benefits expense increased $147 million, or 10%, on a reported basis, including $79 million, or 5%, related to adoption of the new revenue recognition standard. Excluding this impact, compensation and benefits expense on a comparable basis increased $68 million, or 5%, compared to the prior year period due primarily to a $78 millionunfavorable impact from foreign currency translation, a $51 millionincrease in expenses related to acquisitions, net of divestitures, a $12 millionincrease in expense related to certain hedging programs, and an increase in expense associated with 3% organic revenue growth, partially offset by a $70 milliondecrease in restructuring costs and $50 millionof incremental savings related to restructuring and other operational improvement initiatives.

Information technology expense increased $27 million, or 31%, compared to the prior year period due primarily to a $7 millionincrease in restructuring costs, a $5 millionincrease in expenses related to acquisitions, net of divestitures, a $3 millionunfavorable impact from foreign currency translation, as well as investments in growth.

Premises expense increased $9 million, or 11%, compared to the prior year period due primarily to a $5 millionunfavorable impact from foreign currency translation and a $3 millionincrease related to acquisitions, net of divestitures, partially offset by $2 millionof incremental savings related to restructuring and other operational improvement initiatives.

Depreciation of fixed assets decreased $15 million, or 28%, compared to the prior year period primarily due to a $12 milliondecrease in restructuring costs related to fixed asset write-offs.

Amortization and impairment of intangible assets increased $67 million, or 156%, compared to the prior year period primarily due to $54 millionof accelerated amortization related to tradenames and an increase in intangible asset amortization from previous acquisitions.

Other general expenses increased $10 million, or 3% on a reported basis, including a $1 milliondecrease related to adoption of the new revenue recognition standard. Excluding this impact, other general expenses on a comparable basis increased $11 million, or 3%, compared to the prior year period due primarily to a $9 millionunfavorable impact from foreign currency translation, a $5 millionincrease in operating expenses related to acquisitions, net of divestitures, and a $5 millionincrease in restructuring costs, partially offset by expense discipline.

FIRST QUARTER 2018 INCOME SUMMARY
The first quarter 2018 financial results discussed herein represent performance from continuing operations unless otherwise noted. Adoption of the FASB's new revenue recognition standard on January 1, 2018is not reflected in reported 2017 financials. A comparable year-over-year view of reported 2018 results to unaudited pro forma 2017 results incorporating the impact of adoption of the new revenue recognition standard is provided in detail on pages 11-15 of this press release. In addition, certain noteworthy items impacted adjusted operating income and adjusted operating margins in the first quarters of 2018 and 2017, which are also described in detail in 'Reconciliation of Non-GAAP Measures Adjusted for Changes in Accounting Guidance - Operating Income from Continuing Operations and Diluted Earnings Per Share' on page 11 of this press release.

AS REPORTED

Three Months Ended

(millions)

Mar 31,
2018

Mar 31,
2017

%
Change

Revenue

$

3,090

$

2,381

30%

Expenses

2,291

2,046

12

Operating income - as reported

$

799

$

335

139%

Operating margin - as reported

25.9%

14.1%

Operating income increased $464 million, or 139%, on a reported basis compared to the prior year period, including an increase of $287 million, or 86%, related to adoption of the new revenue recognition standard. Operating margin increased 1,180 basis points on a reported basis compared to the prior year period, including 860 basis points related to adoption of the new revenue recognition standard.

AS COMPARABLE TO 2017 UNAUDITED PRO FORMA FINANCIALS

Three Months Ended

(Pro Forma)

(millions)

Mar 31,
2018

Mar 31,
2017

%
Change

Revenue

$

3,090

$

2,746

13%

Expenses

2,291

2,124

8

Operating income - as reported

$

799

$

622

28%

Operating margin - as reported

25.9%

22.7%

Operating income - as adjusted

$

983

$

809

22%

Operating margin - as adjusted

31.8%

29.5%

Adjusting for certain items and the impact of adoption of the new revenue recognition standard detailed on page 11 of this press release, adjusted operating income on a comparable basis increased $174 million, or 22%, and adjusted operating margin on a comparable basis increased 230 basis points to 31.8%, each compared to the prior year period. The increase in adjusted operating margin on a comparable basis was primarily driven by $52 million, or 160 basis points, of incremental savings from restructuring and other operational initiatives, as well as underlying operational improvement driven by return on investments and increased operating leverage, partially offset by a 20 basis points net unfavorable impact from foreign currency translation and certain hedging programs.

Interest income increased $2 millionto $4 millioncompared to the prior year period primarily due to modestly higher cash balances compared to the prior year period. Interest expense was flat at $70 millioncompared to the prior year period. Other pension income decreased $6 millionto $2 millioncompared to the prior year period, including $9 millionof pension income, partially offset by $7 millionof non-cash expenses related to pension settlements. Excluding the non-cash expenses related to pension settlements, pension income of $9 millioncompares to $8 millionin the prior year period. Other expense was $17 million, including $10 millionof net losses due to the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies and $7 millionof losses primarily related to certain long-term investments. The prior year period included $10 millionof losses related to the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies.

DISCONTINUED OPERATIONS
Net income from discontinued operations on a reported basis was $6 million, or $0.02per share, compared to net income of $40 million, or $0.15per share, in the prior year period.

Conference Call, Presentation Slides and Webcast Details
The Company will host a conference call on Friday, May 4, 2018at 7:30 a.m., central time. Interested parties can listen to the conference call via a live audio webcast and view the presentation slides at www.aon.com.

About Aon
Aon plc (NYSE:AON) Aon is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance.

Safe Harbor Statement
This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, growth in commissions and fees, changes to the composition or level of our revenues, cash flow and liquidity, expected tax rates, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, are forward-looking statements. Also, when we use the words such as 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'plan', 'probably', 'potential', 'looking forward', or similar expressions, we are making forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements: general economic and political conditions in different countries in which Aon does business around the world; changes in the competitive environment; fluctuations in exchange and interest rates that could influence revenue and expense; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funding status of Aon's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon's debt limiting financial flexibility; rating agency actions that could affect Aon's ability to borrow funds; the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits; changes in estimates or assumptions on our financial statements; limits on Aon's subsidiaries to make dividend and other payments to Aon; the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon operates, particularly given the global scope of Aon's businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon does business; the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries; the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes; failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others; the effects of English law on our operating flexibility and the enforcement of judgments against Aon; the failure to retain and attract qualified personnel; international risks associated with Aon's global operations; the effect or natural or man-made disasters; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon's ability to develop and implement new technology; the damage to our reputation among clients, markets or third parties; the actions taken by third parties that preform aspects of our business operations and client services; the extent to which Aon manages certain risks created in connection with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that Aon currently provides, or will provide in the future, to clients; Aon's ability to grow, develop and integrate companies that it acquires or new lines of business; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or our relationships with insurance carriers; and Aon's ability to implement initiatives intended to yield cost savings, and the ability to achieve those cost savings.

Any or all of Aon's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Further information concerning Aon and its businesses, including factors that potentially could materially affect Aon's financial results, is contained in Aon's filings with the SEC. See Aon'sAnnual Report on Form 10-K for the year ended December 31, 2017and its Quarterly Report on Form 10-Q for the quarters ended March 31, 2018for a further discussion of these and other risks and uncertainties applicable to Aon's businesses. These factors may be revised or supplemented in subsequent reports. Aon is under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.

Explanation of Non-GAAP Measures
This communication includes supplemental information related to organic revenue, free cash flow, adjusted free cash flow, adjusted operating margin, and adjusted earnings per share for continuing operations that exclude the effects of intangible asset amortization, capital expenditures, and certain other noteworthy items that affected results for the comparable periods. Organic revenue includes the impact of intercompany activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, and fiduciary investment income. The impact of foreign exchange is determined by translating last year's revenue, expense or net income at this year's foreign exchange rates. Reconciliations are provided in the attached appendices. Supplemental organic revenue information and additional measures that exclude the effects of certain items noted above that do not affect net income or any other U.S. GAAP reported amounts. Free cash flow is cash flow from operating activity less capital expenditures. Adjusted free cash flow is free cash flow excluding certain near-term impacts resulting from the divestiture of the outsourcing businesses, including restructuring initiatives. The effective tax rate, as adjusted, excludes the applicable tax impact associated with expenses for estimated restructuring expenses, accelerated tradename amortization, impairment charges, regulatory and compliance provisions, and non-cash pension settlement related charges. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. They should be viewed in addition to, not in lieu of, the Company's Consolidated Financial Statements. Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments.

(1) For additional information refer to pages 11-15 of this press release

#

Investor Contact:

Media Contact:

Investor Relations

Donna Mirandola

312-381-3310

Vice President, Global External Communications

investor.relations@aon.com

312-381-1532

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Aon plc

Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended

(millions, except per share data)

Mar 31,
2018

Mar 31,
2017

%
Change

Revenue

Total revenue

$

3,090

$

2,381

30%

Expenses

Compensation and benefits

1,616

1,469

10%

Information technology

115

88

31%

Premises

93

84

11%

Depreciation of fixed assets

39

54

(28)%

Amortization and impairment of intangible assets

110

43

156%

Other general expenses

318

308

3%

Total operating expenses

2,291

2,046

12%

Operating income

799

335

139%

Interest income

4

2

100%

Interest expense

(70)

(70)

-%

Other income (expense)

(15)

(2)

650%

Income from continuing operations before income taxes

718

265

171%

Income taxes (1)

114

-

100%

Net income from continuing operations

604

265

128%

Income from discontinued operations, net of tax

6

40

(85)%

Net income

610

305

100%

Less: Net income attributable to noncontrolling interests

16

14

14%

Net income attributable to Aon shareholders

$

594

$

291

104%

Basic net income per share attributable to Aon shareholders

Continuing operations

$

2.37

$

0.95

149%

Discontinued operations

0.02

0.15

(87)%

Net income

$

2.39

$

1.10

117%

Diluted net income per share attributable to Aon shareholders

Continuing operations

$

2.35

$

0.94

150%

Discontinued operations (2)

0.02

0.15

(87)%

Net income

$

2.37

$

1.09

117%

Weighted average ordinary shares outstanding - basic

248.5

264.8

(6)%

Weighted average ordinary shares outstanding - diluted

250.2

267.0

(6)%

(1)

The effective tax rate was 15.9% and 0.1% for the three months ended March 31, 2018 and 2017.

(2)

Upon triggering held for sale criteria in February 2017, Aon ceased depreciating and amortizing all long-lived assets included in discontinued operations. No depreciation or amortization expense was recognized during the three months ended March 31, 2018. Included within total operating expenses for the three months ended March 31, 2017 was $8 million of depreciation of fixed assets and $11 million of intangible asset amortization.

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Aon plc

Reconciliation of Non-GAAP Measures - Organic Revenue Growth and Free Cash Flow (Unaudited)

Organic Revenue Growth From Continuing Operations (Unaudited)

Three Months Ended

(millions)

Mar 31,
2018

Mar 31,
2017

%
Change

Revenue
Recognition (1)

Less:
Currency
Impact (2)

Less:
Fiduciary
Investment
Income (3)

Less:
Acquisitions,
Divestitures
& Other

Organic
Revenue
Growth (4)

Revenue

Commercial Risk Solutions

$

1,184

$

984

20%

-%

6%

-%

10%

4%

Reinsurance Solutions

742

371

100

89

4

-

1

6

Retirement Solutions

424

386

10

-

6

-

4

-

Health Solutions

451

372

21

16

4

-

1

-

Data & Analytic Services

294

268

10

2

4

-

3

1

Elimination

(5)

-

N/A

N/A

N/A

N/A

N/A

N/A

Total revenue

$

3,090

$

2,381

30%

17%

5%

-%

5%

3%

(1)

Revenue Recognition represents the impact of Aon's adoption of new revenue recognition standard, effective for Aon in the first quarter of 2018.

(2)

Currency impact is determined by translating last year's revenue at this year's foreign exchange rates.

(3)

Fiduciary Investment Income for the three months ended March 31, 2018 and 2017 was $10 million and $6 million, respectively,.

(4)

Organic revenue growth includes the impact of intercompany activity and excludes the impact of the adoption of the new revenue recognition standard, changes in foreign exchange rates, acquisitions, divestitures, transfers between business units, and fiduciary investment income.

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Free Cash Flow from Continuing Operations (Unaudited)

Three Months Ended

(millions)

Mar 31, 2018

Mar 31, 2017

Percent
Change

Cash Provided by Continuing Operating Activities

$

140

$

182

(23)%

Capital Expenditures Used for Continuing Operations

(45)

(34)

32

Free Cash Flow Provided by Continuing Operations (1)

$

95

$

148

(36)%

Adjustments:

Restructuring Plan Initiatives (2)

113

32

253

Free Cash Flow Provided by Continuing Operations - as adjusted (3)

$

208

$

180

16%

(1)

Free cash flow is defined as cash flow from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures.

(2)

Restructuring plan cash payments include cash used to settle restructuring liabilities as well as payments made on capital expenditures under the program.

(3)

Certain noteworthy items impacting free cash flow from operating activities in 2018 and 2017 are described in this schedule. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures.

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Aon plc

Reconciliation of Non-GAAP Measures Adjusted for Changes in Accounting Guidance - Operating Income from Continuing Operations and Diluted Earnings Per Share (Unaudited) (1)

Three Months Ended

(millions, except percentages)

Mar 31,
2018

Mar 31,
2017 (2)

Percent
Change

Revenue from continuing operations

$

3,090

$

2,746

13%

Operating income from continuing operations

$

799

$

622

28%

Amortization and impairment of intangible assets

110

43

Restructuring

74

144

Operating income from continuing operations - as adjusted

$

983

$

809

22%

Operating margin from continuing operations

25.9%

22.7%

Operating margin from continuing operations - as adjusted

31.8%

29.5%

Three Months Ended

(millions, except percentages)

Mar 31,
2018

Mar 31,
2017 (2)

Percent
Change

Operating income from continuing operations - as adjusted

$

983

$

809

22%

Interest income

4

2

100%

Interest expense

(70)

(70)

-%

Other income (expense):

Other income (expense) - pensions - as adjusted (3)

9

8

13%

Other income (expense) - other

(17)

(10)

70%

Total Other income (expense) - as adjusted (3)

(8)

(2)

300%

Income before income taxes from continuing operations - as adjusted

909

739

23%

Income taxes (2)

150

98

53%

Net income from continuing operations - as adjusted

759

641

18%

Less: Net income attributable to noncontrolling interests

16

14

14%

Net income attributable to Aon shareholders from continuing operations - as adjusted

743

627

19%

Adjusted income (loss) from discontinued operations, net of tax (4)

(2)

48

(104)%

Net income attributable to Aon shareholders - as adjusted

$

741

$

675

10%

Diluted net income (loss) per share attributable to Aon shareholders

Continuing operations - as adjusted

$

2.97

$

2.35

26%

Discontinued operations - as adjusted

(0.01)

0.18

(106)%

Net income - as adjusted

$

2.96

$

2.53

17%

Weighted average ordinary shares outstanding - diluted

250.2

267.0

(6)%

Effective Tax Rates (4)

Continuing Operations - U.S. GAAP

15.9%

0.1%

Continuing Operations - Non-GAAP

16.5%

13.3%

Discontinued Operations - U.S. GAAP

17.2%

29.8%

Discontinued Operations - Non-GAAP (5)

46.5%

29.4%

(1)

Certain noteworthy items impacting operating income in 2018 and 2017 are described in this schedule. The items shown with the caption 'as adjusted' are non-GAAP measures. In the first quarter of 2018, Aon adopted new accounting guidance related to the treatment of revenue from contracts with customers that was applied prospectively on its U.S. GAAP financial statements in accordance with FASB standards, and therefore comparable prior periods were not restated. On pages 11 through 15 of this press release, the Company has included unaudited pro forma consolidated results that present the retrospective impact of the new standard as if it were in effect for the comparable period ended March 31, 2017. We use this supplemental information to help us and our investors evaluate business growth from core operations. Please see the U.S. GAAP financial statements included as Exhibit 99.2 to the Company's Form 8-K filed on May 4, 2018 for a reconciliation according to FASB standards.

(2)

The historical period presented above has been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition, effective for Aon in the first quarter of 2018.

(3)

Adjusted Other income (expense) excludes Pension settlement charges of $7 million for three months ended March 31, 2018.

(4)

Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with estimated Restructuring Plan expenses, accelerated tradename amortization, and non-cash pension settlement charges, which are adjusted at the related jurisdictional rate. In addition, tax expense excludes adjustments to the provisional estimates of the impact of US Tax Reform recorded pursuant to SAB 118.

(5)

Adjusted income from discontinued operations, net of tax, excludes the gain on sale of discontinued operations of $8 million for the three months ended March 31, 2018 and $11 million of intangible asset amortization for the three months ended March 31, 2017. The effective tax rate was further adjusted for the applicable tax impact associated with the gain on sale and intangible asset amortization, as applicable.

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Pro Forma Historical Reconciliation of Reported Non-GAAP Measures to Non-GAAP Measures Adjusted for Changes in Accounting Guidance (Unaudited)(1)(2)

Three Months Ended March 31

2017

(millions, except per share data)

As Reported(1)

Revenue
Recognition

Pro
Forma

Revenue

Commercial Risk Solutions

$

984

$

5

$

989

Reinsurance Solutions

371

300

671

Retirement Solutions

386

(1)

385

Health Solutions

372

56

428

Data & Analytic Services

268

5

273

Elimination

-

-

-

Total revenue

$

2,381

$

365

$

2,746

Expenses

Compensation and benefits

1,469

79

1,548

Information technology

88

-

88

Premises

84

-

84

Depreciation of fixed assets

54

-

54

Amortization and impairment of intangible assets

43

-

43

Other general expenses

308

(1)

307

Total operating expenses

2,046

78

2,124

Operating income

335

287

622

Amortization and impairment of intangible assets

43

-

43

Restructuring

144

-

144

Operating income - as adjusted

522

287

809

Operating margin from continuing operations - as adjusted

21.9%

29.5%

Interest income

2

-

2

Interest expense

(70)

-

(70)

Other income (expense):

Other income (expense) - pensions

8

-

8

Other income (expense) - other (4)

(10)

-

(10)

Total Other income (expense)

(2)

-

(2)

Income before income taxes from continuing operations - as adjusted

452

287

739

Income taxes - as adjusted (5)

50

48

98

Income from continuing operations - as adjusted

402

239

641

Less: Net income attributable to noncontrolling interests

14

-

14

Net income from continuing operations attributable to Aon shareholders - as adjusted

$

388

$

239

$

627

Diluted earnings per share from continuing operations - as adjusted

$

1.45

$

0.90

$

2.35

Weighted average ordinary shares outstanding - diluted

267.0

267.0

267.0

Notes

(1)

Certain noteworthy items impacting operating income in 2017 are described in this schedule. The items shown with the caption 'as adjusted' are non-GAAP measures.

(2)

The historical period presented above have been adjusted retrospectively to reflect Aon's adoption of new revenue recognition standard in the first quarter of 2018.

(3)

Reported results above reflect the retrospective adoption of the new pension accounting guidance effective for Aon in the first quarter of 2018.

(4)

For illustrative purposes, the impact of the total foreign currency related to the new revenue accounting guidance is excluded from the Pro Forma financial statements. Had the Company included it, Other income (expense) in the Revenue Recognition column would have been $(2) million, respectively, for the three months ended 2017.

(5)

The non-GAAP effective tax rate reported was 11.1% for the three months ended March 31, 2017. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with restructuring, anticipated non-cash pension settlements in the fourth quarter, and amortization, which are adjusted at the related jurisdictional rate. The non-GAAP effective tax rate for continuing operations, adjusted for the change in accounting guidance was 13.3% for the three months ended March 31, 2017.

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Pro Forma Historical Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations as Adjusted for Changes in Accounting Guidance (Unaudited) (1)(2)

Pro Forma Periods

Reported Period

Three Months Ended (5)

Three Months Ended (6)

Three Months Ended (7)

(millions, except per share data)

Mar 31,
2016

Jun 30,
2016

Sep 30,
2016

Dec 31,
2016

Full Year
2016 (5)

Mar 31,
2017

Jun 30,
2017

Sep 30,
2017

Dec 31,
2017

Full
Year
2017 (6)

Mar 31,
2018

Revenue

Commercial Risk Solutions

$

969

$

990

$

884

$

1,088

$

3,931

$

989

$

1,041

$

915

$

1,218

$

4,163

$

1,184

Reinsurance Solutions

667

335

234

131

1,367

671

345

257

153

1,426

742

Retirement Solutions

396

405

465

441

1,707

385

388

492

489

1,754

424

Health Solutions

338

253

245

522

1,358

428

281

277

526

1,512

451

Data & Analytic Services

263

271

260

256

1,050

273

281

287

299

1,140

294

Elimination

(2)

(1)

(3)

(2)

(8)

-

(4)

(5)

(1)

(10)

(5)

Total revenue

$

2,631

$

2,253

$

2,085

$

2,436

$

9,405

$

2,746

$

2,332

$

2,223

$

2,684

$

9,985

$

3,090

Expenses

Compensation and benefits

1,444

1,372

1,293

1,417

5,526

1,548

1,471

1,420

1,568

6,007

1,616

Information technology

83

99

99

105

386

88

98

109

124

419

115

Premises

82

89

86

86

343

84

86

89

89

348

93

Depreciation of fixed assets

38

41

39

44

162

54

54

40

39

187

39

Amortization of intangible assets

37

38

42

40

157

43

460

101

100

704

110

Other general expenses

270

230

257

279

1,036

307

330

307

328

1,272

318

Total operating expenses

1,954

1,869

1,816

1,971

7,610

2,124

2,499

2,066

2,248

8,937

2,291

Operating income

677

384

269

465

1,795

622

(167)

157

436

1,048

799

Amortization of intangible assets

37

38

42

40

157

43

460

101

100

704

110

Restructuring

-

-

-

-

-

144

155

102

96

497

74

Regulatory and compliance matters

-

-

-

-

-

-

34

8

(14)

28

-

Transaction costs

-

-

-

15

15

-

-

-

-

-

Operating income - as adjusted

714

422

311

520

1,967

809

482

368

618

2,277

983

Operating margin from continuing operations - as adjusted

27.1%

18.7%

14.9%

21.3%

20.9%

29.5%

20.7%

16.6%

23.0%

22.8%

31.8%

Interest income

2

3

1

3

9

2

8

10

7

27

4

Interest expense

(69)

(73)

(70)

(70)

(282)

(70)

(71)

(70)

(71)

(282)

(70)

Other income (expense):

Other income (expense) - pensions - as adjusted (3)

11

11

12

13

47

8

9

9

16

42

9

Other income (expense) - other - as adjusted (4)

18

(1)

10

9

36

(10)

(5)

(5)

(19)

(39)

(17)

Total Other income (expense) - as adjusted (3)(4)

29

10

22

22

83

(2)

4

4

(3)

3

(8)

Income before income taxes from continuing operations - as adjusted

676

362

264

475

1,777

739

423

312

551

2,025

909

Income taxes

107

53

35

49

244

98

68

54

81

301

150

Income from continuing operations - as adjusted

569

309

229

426

1,533

641

355

258

470

1,724

759

Less: Net income attributable to noncontrolling interests

12

8

7

7

34

14

9

7

7

37

16

Net income attributable to Aon shareholders from continuing operations - as adjusted

$

557

$

301

$

222

$

419

$

1,499

$

627

$

346

$

251

$

463

$

1,687

$

743

Diluted earnings per share from continuing operations - as adjusted

$

2.04

$

1.12

$

0.82

$

1.56

$

5.55

$

2.35

$

1.31

$

0.98

$

1.82

$

6.47

$

2.97

Weighted average ordinary shares outstanding - diluted

273.7

269.8

269.6

268.3

270.3

267.0

264.3

257.3

254.5

260.7

250.2

Notes

(1)

Certain noteworthy items impacting operating income in 2016 and 2017 are described in this schedule. The items shown with the caption 'as adjusted' are non-GAAP measures.

(2)

The historical period presented above have been adjusted retrospectively to reflect Aon's adoption of new revenue recognition standard in the first quarter of 2018. For a complete reconciliation of prior period reported balances to the pro forma adjusted balances above, please refer to our press release issued on February 2, 2018.

(3)

Adjusted Other income (expense) excludes pension settlement charges taken within each respective period. Pension settlement charges were $62 million for the three months ended June 30, 2016, and $158 million and $220 million for the three and twelve months ended December 31, 2016. Pension settlement charges were $128 million for the three and twelve months ended December 31, 2017. Pension settlement chargers were $7 million for the three months ended March 31, 2018.

(4)

For illustrative purposes, the impact of the total foreign currency related to the new revenue accounting guidance is excluded from the Pro Forma financial statements. The impact on Other income (expense) of foreign currency due to this new guidance was $(3) million, $5 million, $1 million, and $4 million, respectively, for the three months ended March 31, 2016, June 30, 2016, September 30, 2016, and December 31, 2016 and $7 million for the twelve months ended December 31, 2016. The impact on Other income (expense) of foreign currency due to this new guidance was $(2) million, $(4) million, $(6) million, and $1 million, respectively, for the three months ended March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017, and $(11) million for the twelve months ended December 31, 2017.

(5)

The non-GAAP effective tax rates reported were 15.7%, 14.9%, 14.2%, and 12.0%, respectively, for the three months ended March 31, 2016, June 30, 2016, September 30, 2016, and December 31, 2016 and 13.9% for the twelve months ended December 31, 2016. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with non-cash pension settlements and transaction costs which are adjusted at the related jurisdictional rate. The non-GAAP effective tax rates for continuing operations, adjusted for the change in accounting guidance were 15.8%, 14.6%, 13.3%, and 10.3% for the three months ended March 31, 2016, June 30, 2016, September 30, 2016, and December 31, 2016, and 13.7% for the twelve months ended December 31, 2016.

(6)

The non-GAAP effective tax rates reported were 11.1%, 15.6%, 17.5%, and 15.5%, respectively, for the three months ended March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017, and 14.9% for the twelve months ended December 31, 2017. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with non-cash pension settlements and transaction costs which are adjusted at the related jurisdictional rate. The non-GAAP effective tax rates for continuing operations, adjusted for the change in accounting guidance were 13.3%, 16.1%, 17.3%, and 14.7% for the three months ended March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017, and 14.9% for the twelve months ended December 31, 2017.

(7)

The non-GAAP effective tax rates reported were 16.5%, for the three months ended March 31, 2018. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with non-cash pension settlements and transaction costs which are adjusted at the related jurisdictional rate.

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Condensed Consolidated Statements of Financial Position (Unaudited)

As of

(millions)

March 31,
2018

December 31,
2017

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

597

$

756

Short-term investments

118

529

Receivables, net

3,053

2,478

Fiduciary assets (1)

10,738

9,625

Other current assets

609

289

Current assets

-

-

Total Current Assets

15,115

13,677

Goodwill

8,550

8,358

Intangible assets, net

1,662

1,733

Fixed assets, net

578

564

Deferred tax assets

296

389

Prepaid pension

1,207

1,060

Other non-current assets

439

307

Non-current assets

-

-

TOTAL ASSETS

$

27,847

$

26,088

LIABILITIES AND EQUITY

LIABILITIES

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$

1,545

$

1,961

Short-term debt and current portion of long-term debt

403

299

Fiduciary liabilities

10,738

9,625

Other current liabilities

972

870

Current liabilities

-

-

Total Current Liabilities

13,658

12,755

Long-term debt

5,697

5,667

Deferred tax liabilities

243

127

Pension, other postretirement, and postemployment liabilities

1,759

1,789

Other non-current liabilities

1,105

1,102

Non-current liabilities

-

-

TOTAL LIABILITIES

22,462

21,440

EQUITY

Ordinary shares - $0.01 nominal value

2

2

Additional paid-in capital

5,743

5,775

Retained earnings

2,747

2,302

Accumulated other comprehensive loss

(3,191)

(3,496)

TOTAL AON SHAREHOLDERS' EQUITY

5,301

4,583

Noncontrolling interests

84

65

TOTAL EQUITY

5,385

4,648

TOTAL LIABILITIES AND EQUITY

$

27,847

$

26,088

(1)

Includes cash and short-term investments of $4,064 million and $3,743 million for the periods ended March 31, 2018 and December 31, 2017, respectively.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

(millions)

March 31, 2018

March 31, 2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

610

$

305

Less: Income from discontinued operations, net of income taxes

6

40

Adjustments to reconcile net income to cash provided by operating activities:

Loss from sales of businesses, net

1

2

Depreciation of fixed assets

39

54

Amortization and impairment of intangible assets

110

43

Share-based compensation expense

77

78

Deferred income taxes

26

(2)

Change in assets and liabilities:

Fiduciary receivables

(605)

337

Short-term investments - funds held on behalf of clients

(195)

(330)

Fiduciary liabilities

800

(7)

Receivables, net

(269)

38

Accounts payable and accrued liabilities

(439)

(390)

Restructuring reserves

(24)

99

Current income taxes

30

(56)

Pension, other postretirement and other postemployment liabilities

(53)

(41)

Other assets and liabilities

38

92

Net cash provided by operating activities - continuing operations

140

182

Net cash provided by operating activities - discontinued operations

-

58

CASH PROVIDED BY OPERATING ACTIVITIES

140

240

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

17

25

Payments for investments

(11)

(9)

Net sale of short-term investments - non-fiduciary

415

94

Acquisition of businesses, net of cash acquired

(29)

(46)

Sale of businesses, net of cash sold

(1)

(2)

Capital expenditures

(45)

(34)

Net cash provided by investing activities - continuing operations

346

28

Net cash used for investing activities - discontinued operations

-

(15)

CASH PROVIDED BY INVESTING ACTIVITIES

346

13

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

(569)

(126)

Issuance of shares for employee benefit plans

(109)

(85)

Issuance of debt

808

992

Repayment of debt

(704)

(950)

Cash dividends to shareholders

(89)

(87)

Noncontrolling interests and other financing activities

-

(2)

Net cash provided by financing activities - continuing operations

(663)

(258)

Net cash provided by financing activities - discontinued operations

-

-

CASH USED FOR FINANCING ACTIVITIES

(663)

(258)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

18

25

NET INCREASE IN CASH AND CASH EQUIVALENTS

(159)

20

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

756

431

CASH AND CASH EQUIVALENTS AT END OF PERIOD (1)

$

597

$

451

(1)

Includes $3 million of discontinued operations March 31, 2017.

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Restructuring Plan (Unaudited) (1)

Three months
ended March 31,
2018

Inception to Date

Estimated
Remaining Costs

Estimated Total
Cost (2)

Workforce reduction

$

33

$

332

$

118

$

450

Technology rationalization

10

43

87

130

Lease consolidation

3

11

74

85

Asset impairments

1

27

23

50

Other costs associated with restructuring and separation (3)

27

158

152

310

Total restructuring and related expenses

$

74

571

$

454

$

1,025

(1)

In the Condensed Consolidated Statements of Income, workforce reductions are included in 'Compensation and benefits,' IT rationalization is included in 'Information technology,' lease consolidations are included in 'Premises,' asset impairments are included in 'Depreciation of fixed assets,' and other costs associated with restructuring are included in 'Other general expenses' depending on the nature of the expense.

(2)

Actual costs, when incurred, may vary due to changes in the assumptions built into this plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives. Estimated allocations between expense categories may be revised in future periods as these assumptions are updated.

(3)

Other costs associated with the Restructuring Plan include those to separate the Divested Business, as well as moving costs and consulting and legal fees. These costs are generally recognized when incurred.

SOURCE Aon plc

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AON plc published this content on 04 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 04 May 2018 10:36:12 UTC