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Aon Reports Fourth Quarter and Full Year 2017 Results

February 2, 2018 6:30 AM EST

LONDON, Feb. 2, 2018 /PRNewswire/ --

Fourth Quarter Key Metrics From Continuing Operations and Highlights

  • Reported revenue increased 10% to $2.9 billion with organic revenue growth of 6%
  • Operating margin decreased to 16.8%, and operating margin, adjusted for certain items, increased to 27.5%
  • EPS decreased to $0.04, and EPS, adjusted for certain items, increased to $2.35
  • Repurchased 3.5 million Class A Ordinary Shares for approximately $500 million
  • The Company closed its acquisition of the Townsend Group, a leading global real estate and investment management firm, bringing greater depth of expertise in real estate assets to Aon's distribution scale and increasing Aon's ability to provide alternative private market assets
  • The Company closed its acquisition of Unirobe Meeùs Groep, strengthening Aon's position as a top leading insurance broker and risk advisor in all business-to-business market segments in the Netherlands

Full Year Key Metrics From Continuing Operations and Highlights

  • Reported revenue increased 6% to $10.0 billion with organic revenue growth of 4%
  • Operating margin decreased to 9.8%, and operating margin, adjusted for certain items, increased to 23.4%
  • EPS decreased to $1.53, and EPS, adjusted for certain items, increased to $6.52
  • Cash flow from operations was $669 million and free cash flow was $486 million
  • Closed more than $1.0 billion of mergers and acquisitions in high-growth, high-margin areas across the portfolio
  • Repurchased 18.0 million Class A Ordinary Shares for approximately $2.4 billion

Aon plc (NYSE: AON) today reported results for the three and twelve months ended December 31, 2017.

Net income from continuing operations attributable to Aon shareholders in the fourth quarter was $10 million, or $0.04 per share, compared to $377 million, or $1.40 per share, in the prior year period. Net income per share from continuing operations, adjusted for certain items, increased 18% to $2.35, including $19 million, or  $0.06, of other expenses primarily related to a loss on the sale of certain businesses and an unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies, compared to $2.00 in the prior year period. Certain items that impacted fourth quarter results and comparisons with the prior year period are detailed in the "Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations" on page 11 of this press release.

"Our fourth quarter results reflect a strong finish to a solid year, highlighted by 6% organic growth, substantial operational improvement driven by our Aon United operating model initiative, and effective capital management, highlighted by the return of a record amount of capital to shareholders in 2017," said Greg Case, President and Chief Executive Officer.  "The long-term growth profile of our firm is increasing, driven by an unmatched level of investment and an industry-leading portfolio focused around our highest value solutions and our clients' greatest needs. Combined with core operational performance and savings from the Aon United operating model, we believe we are on track to exceed $7.97 of adjusted earnings per share in 2018, and deliver double-digit free cash flow growth over the long-term."

FOURTH QUARTER 2017 FINANCIAL SUMMARYThe fourth quarter financial results discussed herein represent performance from continuing operations.

Total revenue in the fourth quarter increased 10% to $2.9 billion compared to the prior year period driven primarily by 6% organic revenue growth, a 2% increase related to acquisitions, net of divestitures, and a 2% favorable impact if the company were to hold foreign currency exchange rates constant, translating prior year period results at current period foreign exchange rates ("foreign currency translation").

Total operating expenses in the fourth quarter increased 11% to $2.4 billion compared to the prior year period driven primarily by $96 million of restructuring costs, a $75 million  increase in expenses related to acquisitions, net of divestitures, $54 million of accelerated amortization related to tradenames, a $42 million unfavorable impact from foreign currency translation, and an increase in expense associated with  6% organic revenue growth, partially offset by $56 million of savings related to restructuring and other operational improvement initiatives, a $30 million decrease in expenses related to certain pension settlements, a $14 million decrease in expected costs related to regulatory and compliance matters, and approximately a $12 million decrease in transaction related costs.

Restructuring expenses were $96 million in the fourth quarter, primarily driven by workforce reductions and other general initiatives. Upon evaluating the current progress of the restructuring program and further opportunities to improve our Aon United operating model, the Company has increased its estimated investment from $900 million to $1,175 million in total cash over a three-year period, in addition to incurring $50 million of non-cash charges. This includes an estimated investment of $975 million of cash restructuring charges and $200 million of incremental capital expenditures. To date, the Company has incurred $497 million, or 48% of the total estimated restructuring charges. An analysis of restructuring and related costs by type is detailed on page 14 of this press release.

Restructuring savings in the fourth quarter related to restructuring and other operational improvement initiatives were $56 million, before any potential reinvestment. Before any potential reinvestment of savings, restructuring and other operational improvement initiatives are now expected to deliver run-rate savings of $450 million annually in 2019, an increase of $50 million from the original estimated savings of $400 million. To date, the Company has achieved $165 million, or 37%, of the total estimated annualized savings.

Foreign currency exchange rates in the fourth quarter had a $0.06 per share, or $16 million, favorable impact on U.S. GAAP net income, and a $0.06 per share, or $17 million, favorable impact on adjusted net income if the Company were to translate prior year quarter results at current quarter foreign exchange rates.

Effective tax rate used in the U.S. GAAP financial statements for the fourth quarter was 95.8%, including $345 million of additional tax expense as a result of the provisional estimate of the impact of U.S. tax reform based on Aon's initial analysis of the Tax Cuts and Jobs Act, compared to the prior year quarter of 5.2%. After adjusting to exclude the provisional estimate of the impact of U.S. tax reform based on Aon's initial analysis of the Tax Cuts and Jobs Act, as well as the applicable tax impact associated with estimated restructuring expenses, accelerated tradename amortization, impairment charges, regulatory and compliance provisions, and non-cash pension expenses, the adjusted effective tax rate for the fourth quarter of 2017 was 15.5% compared to 12.0% in the prior year quarter. Both periods benefited from a net favorable impact of certain discrete items. These adjustments are discussed in the "Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations" on page 11 of this press release.

Additionally, as a result of the initial analysis of the Tax Cuts and Jobs Act, the Company expects that U.S. tax reform will have modest upward pressure on its effective tax rate.  Based on initial interpretation of changes in legislation, current assumptions of geographic mix of income and the potential impact of discrete items, we believe the best estimate of our full-year non-GAAP global effective tax rate to be approximately 19%.

Weighted average diluted shares outstanding decreased to 254.5 million in the fourth quarter compared to 268.3 million in the prior year period.  The Company repurchased 3.5 million Class A Ordinary Shares for approximately $500 million in the fourth quarter. As of December 31, 2017, the Company had $5.4 billion of remaining authorization under its share repurchase program.

FOURTH QUARTER 2017 CASH FLOW SUMMARYCash flow from operations for 2017 decreased 63%, or $1,160 million, to $669 million compared to the prior year period, primarily reflecting an estimated $940 million of cash tax payments associated with the divestiture of our outsourcing businesses in the second quarter ("divested business"), $280 million of cash restructuring charges, and $45 million of transaction costs related to the divested business, partially offset by operational improvement.

Free cash flow, defined as cash flow from operations less capital expenditures, decreased 71%, or $1,187 million, to $486 million compared to the prior year period, reflecting a decline in cash flow from operations and a $27 million increase in capital expenditures, including investments in our operating model.  A reconciliation of free cash flow to cash flow from operations can be found on the "Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow" on page 10 of this press release.

FOURTH QUARTER 2017 REVENUE REVIEWThe fourth 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.

Three Months Ended

Dec 31, 2017

Dec 31, 2016

% Change

Less: Currency Impact

Less: Fiduciary Investment Income

Less: Acquisitions, Divestitures & Other

Organic Revenue Growth

Commercial Risk Solutions

$

1,226

$

1,094

12%

3%

—%

4%

5%

Reinsurance Solutions

359

329

9

1

8

Retirement Solutions

489

441

11

3

4

4

Health Solutions

538

532

1

1

(6)

6

Data & Analytic Services

298

256

16

2

2

12

Elimination

(1)

(2)

NA

NA

NA

NA

NA

  Total revenue

$

2,909

$

2,650

10%

2%

—%

2%

6%

Total organic revenue increased 6% compared to prior year period, reflecting organic growth of 5% or greater in four of the five revenue lines, highlighted by double-digit growth in Data & Analytic Services.

Commercial Risk Solutions organic revenue increased 5% compared to the prior year period driven primarily by strong growth in U.S. retail and solid growth internationally led by the Asia and Pacific regions, as well as new client wins in the captive management business.

Reinsurance Solutions organic revenue increased 8% compared to the prior year period driven by strong growth across all major product lines, highlighted by particular strength in treaty placements, reflecting net new business generation and growth in both facultative placements and capital markets transactions.

Retirement Solutions organic revenue increased 4% compared to the prior year period driven by growth across every major business and geography, with particular strength in our Talent, Rewards, and Performance practice primarily in Rewards, assessment services, and in investment consulting, primarily for delegated investment management.

Health Solutions organic revenue increased 6% compared to the prior year period driven by strong growth globally in health & benefits brokerage, reflecting continued strength both in the U.S. and internationally. The prior year period benefited from certain project-related work in the retiree exchange business

Data & Analytic Services organic revenue increased 12% compared to the prior year period driven by continued strength across U.S. Affinity, as well as increased claims activity in the flood business following certain catastrophic events earlier in the year.

FOURTH QUARTER 2017 EXPENSE REVIEW

Three Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

$ Change

% Change

Expenses

Compensation and benefits

$

1,752

$

1,646

$

106

6%

Information technology

124

105

19

18

Premises

89

86

3

3

Depreciation of fixed assets

39

44

(5)

(11)

Amortization and impairment of intangible assets

100

40

60

150

Other general expenses

316

266

50

19

Total operating expenses

$

2,420

$

2,187

$

233

11%

Compensation and benefits expense increased 6%, or $106 million, compared to the prior year period due primarily to a $44 million increase in expenses related to acquisitions, net of divestitures, $42 million of restructuring costs, a $33 million unfavorable impact from foreign currency translation, and an increase in expense associated with  6% organic revenue growth, partially offset by $42 million of savings related to restructuring and other operational improvement initiatives and a $30 million decrease in expenses related to certain pension settlements.

Information technology expense increased 18%, or $19 million, compared to the prior year period due primarily to $11 million of restructuring costs, a $4 million increase in expenses associated with acquisitions, net of divestitures, as well as investments in future growth, partially offset by $8 million of savings related to restructuring and other operational improvement initiatives.

Premises expense increased 3%, or $3 million, compared to the prior year period due primarily to a $3 million unfavorable impact from foreign currency translation and a $2 million increase in expenses related to acquisitions, net of divestitures, partially offset by $1 million of savings related to restructuring and other operational improvement initiatives.

Depreciation of fixed assets expense decreased 11%, or $5 million, compared to the prior year period primarily due to $1 million of savings related to restructuring and other operational improvement initiatives, as well as a decrease in overall expense as we continue to optimize our real estate and IT portfolio.

Amortization and impairment of intangible assets expense increased 150%, or $60 million, compared to the prior year period primarily due to $54 million of accelerated amortization related to tradenames and an increase from acquisitions, net of divestitures.

Other general expenses increased 19%, or $50 million, compared to the prior year period primarily due to $43 million of restructuring costs, a $22 million increase in expenses associated with acquisitions, net of divestitures, and an increase in expense associated with 6% organic revenue growth, partially offset by a $14 million decrease in expected costs related to regulatory and compliance matters and a $12 million net decrease in transaction related costs.

FOURTH QUARTER 2017 INCOME SUMMARYCertain noteworthy items impacted operating income and operating margins in the fourth quarters of 2017 and 2016.  The fourth quarter information provided below includes supplemental information related to adjusted operating income and adjusted operating margin, which are non-GAAP measures that are described in detail in "Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations" on page 11 of this press release.

Three Months Ended

(millions)

Dec 31,

2017

Dec 31, 2016

%

 Change

Revenue

$

2,909

$

2,650

10%

Expenses

2,420

2,187

11

Operating income - as reported

$

489

$

463

6%

Operating margin - as reported

16.8%

17.5%

Operating income - as adjusted

$

799

$

676

18%

Operating margin - as adjusted

27.5%

25.5%

Operating income increased 6%, or $26 million, compared to the prior year period. Adjusting for certain items detailed on page 11 of this press release, operating income increased 18%, or $123 million, and operating margin increased 200 basis points to 27.5%, each compared to the prior year period.  The increase in adjusted operating margin was driven primarily by strong organic revenue growth of 6%, core operational improvement, and $56 million of savings from restructuring and other operational improvement initiatives, partially offset by $3 million, or -10 basis points, of transaction costs related to recent acquisitions.

Three Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

% Change

Operating income - as reported

$

489

$

463

6%

Interest income

7

3

133

Interest expense

(71)

(70)

1

Other income (expense)

(19)

9

(311)

Income from continuing operations before income taxes

$

406

$

405

—%

Interest income increased $4 million to $7 million compared to the prior year period primarily due to additional income earned on the remaining proceeds from the sale of the divested business. Interest expense was similar to the prior year period. Other expense was $19 million and primarily included a loss on the sale of certain businesses and losses due to the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies. The prior year period primarily includes net gains due to the favorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies.

DISCONTINUED OPERATIONSNet loss from discontinued operations was $(29) million, or $(0.11) per share, compared to net income of $75 million, or $0.28 per share, in the prior year period. Net loss from discontinued operations, adjusted for certain items, was $(4) million, or $(0.01) per share, compared to net income of $100 million, or $0.37 in the prior year period. Certain items that impacted fourth quarter results and comparisons with the prior year period are detailed in "Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations" on page 11 on this press release.

2017 FULL YEAR SUMMARYTotal revenue for 2017 increased 6% to $10.0 billion compared to the prior year period driven by 4% organic revenue growth and a 2% increase related to acquisitions, net of divestitures.

Net income from continuing operations was $435 million, or $1.53 per share, compared to $1.3 billion, or $4.51 per share, in the prior year. Net income per share from continuing operations, adjusted for certain items, increased 17% to $6.52, compared to $5.58 in the prior year. Certain items that impacted full year results and comparisons against the prior year are detailed in the "Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations" on page 11 of this press release.

During 2017, the Company repurchased approximately 18.0 million Class A Ordinary Shares for a record $2.4 billion at an average price of $133.67 per share.

PRO FORMA HISTORICAL FINANCIALSIn the first quarter of 2018, Aon will adopt new accounting guidance related to the treatment of revenue from contracts with customers that will be applied prospectively on its U.S. GAAP financial statements and therefore comparable periods will not be restated.  In the same quarter, Aon will adopt new accounting guidance related to the presentation of costs associated with pensions and other postretirement benefits that will be applied retrospectively for its U.S. GAAP financial statements and therefore comparable periods will be restated.  On pages 15 through 21 of this press release, the Company has included unaudited pro forma consolidated results that present the retrospective impact of each of these standards on fiscal years 2016 and 2017.

Conference Call, Presentation Slides and Webcast Details

The Company will host a conference call on Friday, February 2, 2018 at 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) 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 contain 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. Forward-looking statements relate to expectations or forecasts of future events. They use words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "intend," "plan," "probably," "potential," "looking forward" and other similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would." You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; expected effective tax rate; future actions by regulators; and the impact of changes in accounting rules. 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.

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's Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017 for 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 operating margin, adjusted earnings per share, and adjusted effective tax rate that exclude the effects of intangible asset amortization, capital expenditures, transaction costs and certain other noteworthy items that affected results for the comparable periods.  Organic revenue excludes from reported revenues the impact of foreign exchange, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses.  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 schedules.  Supplemental organic revenue information and additional measures that exclude the effects of the restructuring charges and certain other items do not affect net income or any other GAAP reported amounts.  Free cash flow is cash flow from operating activity less capital expenditures. The effective tax rate, as adjusted, excludes the applicable tax impact associated with the provisional estimate of U.S. tax reform based on Aon's initial analysis of the Tax Cuts and Jobs Act and expenses for legacy litigation. 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.

Investor Contact:

Media Contact:

Investor Relations

Donna Mirandola

+1 312-381-3310

Vice President, Global External Communications

[email protected]

+1 312-381-1532

 

Aon plcConsolidated Statements of Income (Unaudited)

Three Months Ended

Twelve Months Ended

(millions, except per share data)

Dec 31, 2017

Dec 31, 2016

%

Change

Dec 31, 2017

Dec 31, 2016

%

Change

Revenue       

Total revenue

$

2,909

$

2,650

10%

$

9,998

$

9,409

6%

Expenses

Compensation and benefits

1,752

1,646

6

6,089

5,687

7

Information technology

124

105

18

419

386

9

Premises

89

86

3

348

343

1

Depreciation of fixed assets

39

44

(11)

187

162

15

Amortization and impairment of intangible assets

100

40

150

704

157

348

Other general expenses

316

266

19

1,272

1,036

23

Total operating expenses

2,420

2,187

11

9,019

7,771

16

Operating income

489

463

6

979

1,638

(40)

Interest income

7

3

133

27

9

200

Interest expense

(71)

(70)

1

(282)

(282)

Other income (expense)

(19)

9

(311)

(39)

36

(208)

Income from continuing operations before income taxes

406

405

685

1,401

(51)

Income taxes (1)

389

21

1,752

250

148

69

Net income from continuing operations

17

384

(96)

435

1,253

(65)

Income from discontinued operations, net of tax (2)

(29)

75

(139)

828

177

368

Net income

(12)

459

(103)

1,263

1,430

(12)

Less: Net income attributable to noncontrolling interests

7

7

37

34

9

Net income attributable to Aon shareholders

$

(19)

$

452

(104)%

$

1,226

$

1,396

(12)%

Basic net income per share attributable to Aon shareholders

Continuing operations

$

0.04

$

1.42

(97)%

$

1.54

$

4.55

(66)%

Discontinued operations (3)

(0.12)

0.28

(143)

3.20

0.66

385

Net income

$

(0.08)

$

1.70

(105)%

$

4.74

$

5.21

(9)%

Diluted net income per share attributable to Aon shareholders

Continuing operations

$

0.04

$

1.40

(97)%

$

1.53

$

4.51

(66)%

Discontinued operations (3)

(0.11)

0.28

(139)

3.17

0.65

388

Net income

$

(0.07)

$

1.68

(104)%

$

4.70

$

5.16

(9)%

Weighted average ordinary shares outstanding - basic

251.3

265.2

(5)%

258.5

268.1

(4)%

Weighted average ordinary shares outstanding - diluted

254.5

268.3

(5)%

260.7

270.3

(4)%

(1)

The effective tax rate was 95.8% and 5.2% for the three months ended December 31, 2017 and 2016, respectively, and 36.5% and 10.6% for the twelve months ended December 31, 2017 and 2016, respectively.

(2)

Income from discontinued operations, net of tax, includes a $779 million gain on the sale of the Divested Business.

(3)

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 December 31, 2017. Included within total operating expenses for the three months ended December 31, 2016 was $17 million of depreciation of fixed assets and $30 million of intangible asset amortization. Total operating expenses for the twelve months ended December 31, 2017 and 2016 include, respectively, $8 million and $70 million of depreciation of fixed assets and, respectively, $11 million and $120 million of intangible asset amortization.

 

Aon plcReconciliation of Non-GAAP Measures - Organic Revenue Growth and Free Cash Flow (Unaudited)Organic Revenue Growth From Continuing Operations (Unaudited)

Three Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

% Change

Less: Currency Impact (1)

Less: Fiduciary Investment Income (2)

Less: Acquisitions, Divestitures & Other

Organic Revenue Growth (3)

Commercial Risk Solutions

$

1,226

$

1,094

12%

3%

—%

4%

5%

Reinsurance Solutions

359

329

9

1

8

Retirement Solutions

489

441

11

3

4

4

Health Solutions

538

532

1

1

(6)

6

Data & Analytic Services

298

256

16

2

2

12

Elimination

(1)

(2)

NA

NA

NA

NA

NA

  Total revenue

$

2,909

$

2,650

10%

2%

—%

2%

6%

Twelve Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

% Change

Less: Currency Impact (1)

Less: Fiduciary Investment Income (2)

Less: Acquisitions, Divestitures & Other

Organic Revenue Growth (3)

Commercial Risk Solutions

$

4,169

$

3,929

6%

—%

—%

4%

2%

Reinsurance Solutions

1,429

1,361

5

(1)

6

Retirement Solutions

1,755

1,707

3

(1)

1

3

Health Solutions

1,515

1,370

11

4

7

Data & Analytic Services

1,140

1,050

9

3

6

Elimination

(10)

(8)

NA

NA

NA

NA

NA

  Total revenue

$

9,998

$

9,409

6%

—%

—%

2%

4%

(1)

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

(2)

Fiduciary Investment Income for the three months ended December 31, 2017 and 2016, respectively, was $9 million and $6 million. Fiduciary Investment Income for the twelve months ended December 31, 2017 and 2016, respectively, was $32 million and $22 million. 

(3)

Organic revenue growth includes the impact of intercompany activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses.

 

Free Cash Flow from Continuing Operations (Unaudited)

Twelve Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

% Change

Cash Provided By Continuing Operating Activities

$

669

$

1,829

(63)%

Capital Expenditures Used for Continuing Operations

(183)

(156)

17

Free Cash Flow Provided by Continuing Operations (1)

$

486

$

1,673

(71)%

(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.

 

Aon plcReconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share from Continuing Operations (Unaudited) (1)

Three Months Ended

Twelve Months Ended

(millions, except percentages)

Dec 31, 2017

Dec 31, 2016

%Change

Dec 31, 2017

Dec 31, 2016

%Change

Revenue

$

2,909

$

2,650

10%

$

9,998

$

9,409

6%

Operating income - as reported

$

489

$

463

6%

$

979

$

1,638

(40)%

Amortization and impairment of intangible assets

100

40

704

157

Restructuring

96

497

Regulatory and compliance matters

(14)

28

Pension settlement

128

158

128

220

Transaction costs

15

15

Operating income - as adjusted

$

799

$

676

18%

$

2,336

$

2,030

15%

Operating margin - as reported

16.8%

17.5%

9.8%

17.4%

Operating margin - as adjusted

27.5%

25.5%

23.4%

21.6%

Three Months Ended

Twelve Months Ended

(millions, except per share data)

Dec 31, 2017

Dec 31, 2016

%Change

2017

2016

%Change

Operating income - as adjusted

$

799

$

676

18%

$

2,336

$

2,030

15%

Interest income

7

3

133

27

9

200

Interest expense

(71)

(70)

1

(282)

(282)

Other income (expense)

(19)

9

(311)

(39)

36

(208)

Income before income taxes from continuing operations - as adjusted

716

618

16

2,042

1,793

14

Income taxes - as adjusted (2)

111

74

50

305

250

22

Net income from continuing operations - as adjusted

605

544

11

1,737

1,543

13

Less: Net income attributable to noncontrolling interests

7

7

37

34

9

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

$

598

$

537

11%

$

1,700

$

1,509

13%

Adjusted income from discontinued operations, net of tax (3)

$

(4)

$

100

(104)%

$

56

$

271

(79)%

Net income attributable to Aon shareholders - as adjusted

$

594

$

637

(7)%

$

1,756

$

1,780

(1)%

Diluted net income per share attributable to Aon shareholders

Continuing operations - as adjusted

$

2.35

$

2.00

18%

$

6.52

$

5.58

17%

Discontinued operations - as adjusted

(0.01)

0.37

(103)

0.22

1.01

(78)

Net income - as adjusted

$

2.34

$

2.37

(1)%

$

6.74

$

6.59

2%

Weighted average ordinary shares outstanding - diluted

254.5

268.3

(5)%

260.7

270.3

(4)%

Effective Tax Rates (2)

Continuing Operations - U.S. GAAP

95.8%

5.2%

36.5%

10.6%

Continuing Operations - Non-GAAP

15.5%

12.0%

14.9%

13.9%

Discontinued Operations - U.S. GAAP

17.7%

28.6%

58.9%

34.0%

Discontinued Operations - Non-GAAP (3)

72.9%

26.0%

11.7%

30.2%

(1)

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

(2)

Tax expense was adjusted to exclude the estimated impact of the Tax Cuts and Jobs Act, including the impact of the transition tax imposed on our accumulated foreign earnings and the remeasurement of the carrying value of our U.S. net deferred tax assets due to the lower corporate tax rate.  The provisional estimate of the impact of U.S. Tax Reform is based on Aon's initial analysis of the Tax Cuts and Jobs Act and may be adjusted in future periods due to, among other things, additional analysis performed by Aon and additional guidance that may be issued by the U.S. Department of Treasury.  Further, adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with estimated restructuring expenses, accelerated tradename amortization, impairment charges, regulatory and compliance provisions, and non-cash pension settlement charges, which are adjusted at the related jurisdictional rate.

(3)

Adjusted income from discontinued operations, net of tax, excludes the gain on sale and intangible asset amortization on discontinued operations of $(19) million and $0 million, respectively, for the three months ended December 31, 2017  and $1,964 million and $11 million, respectively, for the twelve months ended December 31, 2017.  Adjusted income from discontinued operations, net of tax, excludes intangible asset amortization on discontinued operations of $30 million and $120 million for the three and twelve months ended December 31, 2016.  The effective tax rate was further adjusted for the applicable tax impact associated with the gain on sale and intangible asset amortization, as applicable.

 

Aon plcConsolidated Statements of Financial Position (Unaudited)

As of

(millions)

December 31, 2017

December 31, 2016

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

756

$

426

Short-term investments

529

290

Receivables, net

2,478

2,106

Fiduciary assets (1)

9,625

8,959

Other current assets

289

247

Current assets of discontinued operations

1,118

Total Current Assets

13,677

13,146

Goodwill

8,358

7,410

Intangible assets, net

1,733

1,890

Fixed assets, net

564

550

Deferred tax assets

389

325

Prepaid pension

1,060

858

Other non-current assets

307

360

Non-current assets of discontinued operations

2,076

TOTAL ASSETS

$

26,088

$

26,615

LIABILITIES AND EQUITY

LIABILITIES

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$

1,961

$

1,604

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

299

336

Fiduciary liabilities

9,625

8,959

Other current liabilities

870

656

Current liabilities of discontinued operations

940

Total Current Liabilities

12,755

12,495

Long-term debt

5,667

5,869

Deferred tax liabilities

127

101

Pension, other post retirement, and post employment liabilities

1,789

1,760

Other non-current liabilities

1,102

719

Non-current liabilities of discontinued operations

139

TOTAL LIABILITIES

21,440

21,083

EQUITY

Ordinary shares - $0.01 nominal value

2

3

Additional paid-in capital

5,775

5,577

Retained earnings

2,302

3,807

Accumulated other comprehensive loss

(3,496)

(3,912)

TOTAL AON SHAREHOLDERS' EQUITY

4,583

5,475

Noncontrolling interests

65

57

TOTAL EQUITY

4,648

5,532

TOTAL LIABILITIES AND EQUITY

$

26,088

$

26,615

(1)

Includes cash and short-term investments of $3,743 million and $3,290 million for the periods ended December 31, 2017 and 2016, respectively. 

 

Aon plcConsolidated Statements of Cash Flows (Unaudited)

Year ended December 31

(millions)

2017

2016

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

1,263

$

1,430

Less: Income from discontinued operations, net of income taxes

828

177

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

Loss (gain) from sales of businesses and investments, net

16

(39)

Depreciation of fixed assets

187

162

Amortization and impairment of intangible assets

704

157

Share-based compensation expense

319

306

Deferred income taxes

(8)

(24)

Change in assets and liabilities:

Fiduciary receivables

171

595

Short-term investments — funds held on behalf of clients

(135)

(540)

Fiduciary liabilities

(36)

(55)

Receivables, net

(254)

(105)

Accounts payable and accrued liabilities

96

53

Restructuring reserves

172

Current income taxes

(924)

(42)

Pension, other postretirement and other postemployment liabilities

(66)

42

Other assets and liabilities

(8)

66

Cash provided by operating activities - continuing operations

669

1,829

Cash provided by operating activities - discontinued operations

65

497

CASH PROVIDED BY OPERATING ACTIVITIES

734

2,326

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

68

43

Payments for investments

(64)

(64)

Net sales (purchases) of short-term investments — non-fiduciary

(232)

61

Acquisition of businesses, net of cash acquired

(1,029)

(879)

Sale of business, net of cash sold

4,246

107

Capital expenditures

(183)

(156)

Cash provided by investing activities - continuing operations

2,806

(888)

Cash provided by investing activities - discontinued operations

(19)

(66)

CASH USED FOR INVESTING ACTIVITIES

2,787

(954)

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

(2,399)

(1,257)

Issuance of shares for employee benefit plans

(121)

(129)

Issuance of debt

1,654

3,467

Repayment of debt

(1,999)

(2,945)

Cash dividends to shareholders

(364)

(345)

Noncontrolling interests and other financing activities

(36)

(77)

Cash used for financing activities - continuing operations

(3,265)

(1,286)

Cash used for financing activities - discontinued operations

CASH USED FOR FINANCING ACTIVITIES

(3,265)

(1,286)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

69

(39)

NET INCREASE IN CASH AND CASH EQUIVALENTS

325

47

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

431

384

CASH AND CASH EQUIVALENTS AT END OF YEAR (1)

$

756

$

431

(1)

Includes $0 million and $5 million of discontinued operations at December 31, 2017 and 2016, respectively.

 

Aon plcRestructuring Plan (Unaudited) (1)

Three months ended December 31, 2017

Twelve months ended December 31, 2017

Estimated Remaining Costs

Estimated Total Cost (2)

Workforce reduction

$

42

$

299

$

151

$

450

Technology rationalization

11

33

97

130

Lease consolidation

8

77

85

Asset impairments

26

24

50

Other costs associated with restructuring and separation (3)

43

131

179

310

Total restructuring and related expenses

$

96

$

497

$

528

$

1,025

(1)

In the Consolidated Statements of Income, Workforce reductions are included in "Compensation and benefits," Technology 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 and separation 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 the plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in assumptions underlying sublease loss calculation 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 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.

 

Aon plcPro 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)

Three Months Ended (5)

Full Year2016 (5)

Three Months Ended (6)

Full Year2017 (6)

(millions, except per share data)

Mar 31,2016

Jun 30,2016

Sep 30,2016

Dec 31,2016

Mar 31,2017

Jun 30,2017

Sep 30,2017

Dec 31,2017

Revenue

Commercial Risk Solutions

$

969

$

990

$

884

$

1,088

$

3,931

$

989

$

1,041

$

915

$

1,218

$

4,163

Reinsurance Solutions

667

335

234

131

1,367

671

345

257

153

1,426

Retirement Solutions

396

405

465

441

1,707

385

388

492

489

1,754

Health Solutions

338

253

245

522

1,358

428

281

277

526

1,512

Data & Analytic Services

263

271

260

256

1,050

273

281

287

299

1,140

Elimination

(2)

(1)

(3)

(2)

(8)

(4)

(5)

(1)

(10)

  Total revenue

$

2,631

$

2,253

$

2,085

$

2,436

$

9,405

$

2,746

$

2,332

$

2,223

$

2,684

$

9,985

Expenses

Compensation and benefits

1,444

1,372

1,293

1,417

5,526

1,548

1,471

1,420

1,568

6,007

Information technology

83

99

99

105

386

88

98

109

124

419

Premises

82

89

86

86

343

84

86

89

89

348

Depreciation of fixed assets

38

41

39

44

162

54

54

40

39

187

Amortization of intangible assets

37

38

42

40

157

43

460

101

100

704

Other general expenses

270

230

257

279

1,036

307

330

307

328

1,272

  Total operating expenses

1,954

1,869

1,816

1,971

7,610

2,124

2,499

2,066

2,248

8,937

Operating income

677

384

269

465

1,795

622

(167)

157

436

1,048

Amortization of intangible assets

37

38

42

40

157

43

460

101

100

704

Restructuring

144

155

102

96

497

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

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%

Interest income

2

3

1

3

9

2

8

10

7

27

Interest expense

(69)

(73)

(70)

(70)

(282)

(70)

(71)

(70)

(71)

(282)

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

29

10

22

22

83

(2)

4

4

(3)

3

Income before income taxes from continuing operations - as adjusted

676

362

264

475

1,777

739

423

312

551

2,025

Income taxes

107

53

35

49

244

98

68

54

81

301

Income from continuing operations - as adjusted

569

309

229

426

1,533

641

355

258

470

1,724

Less: Net income attributable to noncontrolling interests

12

8

7

7

34

14

9

7

7

37

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

$

557

$

301

$

222

$

419

$

1,499

$

627

$

346

$

251

$

463

$

1,687

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

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

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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.

(4)

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.

(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.

 

Aon plcPro 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

2016

2017

(millions, except per share data)

As

Reported

Revenue

Recognition

Pension

Pro Forma

As

Reported

Revenue

Recognition

Pension

Pro Forma

Revenue

Commercial Risk Solutions

$

961

$

8

$

$

969

$

984

$

5

$

$

989

Reinsurance Solutions

371

296

667

371

300

671

Retirement Solutions

395

1

396

386

(1)

385

Health Solutions

292

46

338

372

56

428

Data & Analytic Services

259

4

263

268

5

273

Elimination

(2)

(2)

  Total revenue

$

2,276

$

355

$

$

2,631

$

2,381

$

365

$

$

2,746

Expenses

Compensation and benefits

1,345

88

11

1,444

1,461

79

8

1,548

Information technology

83

83

88

88

Premises

82

82

84

84

Depreciation of fixed assets

38

38

54

54

Amortization and impairment of intangible assets

37

37

43

43

Other general expenses

271

(1)

270

308

(1)

307

  Total operating expenses

1,856

87

11

1,954

2,038

78

8

2,124

Operating income

420

268

(11)

677

343

287

(8)

622

Amortization and impairment of intangible assets

37

37

43

43

Restructuring

144

144

Operating income - as adjusted

457

268

(11)

714

530

287

(8)

809

Operating margin from continuing operations - as adjusted

20.1%

27.1%

22.3%

29.5%

Interest income

2

2

2

2

Interest expense

(69)

(69)

(70)

(70)

Other income (expense)  (3)

18

11

29

(10)

8

(2)

Income before income taxes from continuing operations - as adjusted

408

268

676

452

287

739

Income taxes

64

43

107

50

48

98

Income from continuing operations - as adjusted

344

225

569

402

239

641

Less: Net income attributable to noncontrolling interests

12

12

14

14

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

$

332

$

225

$

$

557

$

388

$

239

$

$

627

Diluted earnings per share from continuing operations - as adjusted

$

1.21

$

0.82

$

$

2.04

$

1.45

$

0.90

$

$

2.35

Weighted average ordinary shares outstanding - diluted

273.7

273.7

273.7

273.7

267.0

267.0

267.0

267.0

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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 $(3) million and $(2) million, respectively, for the three months ended March 31, 2016 and 2017.

 

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

Three Months Ended June 30

2016

2017

(millions, except per share data)

As

Reported

Revenue

Recognition

Pension

Pro Forma

As

Reported

Revenue

Recognition

Pension

Pro Forma

Revenue

Commercial Risk Solutions

$

990

$

$

$

990

$

1,042

$

(1)

$

$

1,041

Reinsurance Solutions

332

3

335

344

1

345

Retirement Solutions

405

405

389

(1)

388

Health Solutions

281

(28)

253

312

(31)

281

Data & Analytic Services

275

(4)

271

285

(4)

281

Elimination

(1)

(1)

(4)

(4)

  Total revenue

$

2,282

$

(29)

$

$

2,253

$

2,368

$

(36)

$

$

2,332

Expenses

Compensation and benefits

1,396

27

(51)

1,372

1,457

5

9

1,471

Information technology

99

99

98

98

Premises

89

89

86

86

Depreciation of fixed assets

41

41

54

54

Amortization and impairment of intangible assets

38

38

460

460

Other general expenses

232

(2)

230

331

(1)

330

  Total operating expenses

1,895

25

(51)

1,869

2,486

4

9

2,499

Operating income

387

(54)

51

384

(118)

(40)

(9)

(167)

Amortization and impairment of intangible assets

38

38

460

460

Restructuring

155

155

Regulatory and compliance matters

34

34

Pension settlement

62

(62)

Operating income - as adjusted

487

(54)

(11)

422

531

(40)

(9)

482

Operating margin from continuing operations - as adjusted

21.3%

18.7%

22.4%

20.7%

Interest income

3

3

8

8

Interest expense

(73)

(73)

(71)

(71)

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

(1)

11

10

(5)

9

4

Income before income taxes from continuing operations - as adjusted

416

(54)

362

463

(40)

423

Income taxes

62

(9)

53

72

(4)

68

Income from continuing operations - as adjusted

354

(45)

309

391

(36)

355

Less: Net income attributable to noncontrolling interests

8

8

9

9

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

$

346

$

(45)

$

$

301

$

382

$

(36)

$

$

346

Diluted earnings per share from continuing operations - as adjusted

$

1.28

$

(0.17)

$

$

1.12

$

1.45

$

(0.14)

$

$

1.31

Weighted average ordinary shares outstanding - diluted

269.8

269.8

269.8

269.8

264.3

264.3

264.3

264.3

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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 $5 million and $(4) million, respectively, for the three months ended June 30, 2016 and 2017.

(4)

Other income (expense) is adjusted to exclude the pension settlement charge taken within the period.  The adjustment was previously taken within operating income prior to the adoption of the new pension guidance.

 

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

Three Months Ended September 30

2016

2017

(millions, except per share data)

As

Reported

Revenue

Recognition

Pension

Pro Forma

As

Reported

Revenue

Recognition

Pension

Pro Forma

Revenue

Commercial Risk Solutions

$

884

$

$

$

884

$

917

$

(2)

$

$

915

Reinsurance Solutions

329

(95)

234

355

(98)

257

Retirement Solutions

466

(1)

465

491

1

492

Health Solutions

265

(20)

245

293

(16)

277

Data & Analytic Services

260

260

289

(2)

287

Elimination

(3)

(3)

(5)

(5)

  Total revenue

$

2,201

$

(116)

$

$

2,085

$

2,340

$

(117)

$

$

2,223

Expenses

Compensation and benefits

1,300

(19)

12

1,293

1,419

(8)

9

1,420

Information technology

99

99

109

109

Premises

86

86

89

89

Depreciation of fixed assets

39

39

40

40

Amortization and impairment of intangible assets

42

42

101

101

Other general expenses

267

(10)

257

317

(10)

307

  Total operating expenses

1,833

(29)

12

1,816

2,075

(18)

9

2,066

Operating income

368

(87)

(12)

269

265

(99)

(9)

157

Amortization and impairment of intangible assets

42

42

101

101

Restructuring

102

102

Regulatory and compliance matters

8

8

Operating income - as adjusted

410

(87)

(12)

311

476

(99)

(9)

368

Operating margin from continuing operations - as adjusted

18.6%

14.9%

20.3%

16.6%

Interest income

1

1

10

10

Interest expense

(70)

(70)

(70)

(70)

Other income (expense) (3)

10

12

22

(5)

9

4

Income before income taxes from continuing operations - as adjusted

351

(87)

264

411

(99)

312

Income taxes

50

(15)

35

72

(18)

54

Income from continuing operations - as adjusted

301

(72)

229

339

(81)

258

Less: Net income attributable to noncontrolling interests

7

7

7

7

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

$

294

$

(72)

$

$

222

$

332

$

(81)

$

$

251

Diluted earnings per share from continuing operations - as adjusted

$

1.09

$

(0.27)

$

$

0.82

$

1.29

$

(0.31)

$

$

0.98

Weighted average ordinary shares outstanding - diluted

269.6

269.6

269.6

269.6

257.3

257.3

257.3

257.3

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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 $1 million and $(6) million, respectively, for the three months ended September 30, 2016 and 2017.

 

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

Three Months Ended December 31

2016

2017

(millions, except per share data)

As

Reported

Revenue

Recognition

Pension

Pro Forma

As

Reported

Revenue

Recognition

Pension

Pro Forma

Revenue

Commercial Risk Solutions

$

1,094

$

(6)

$

$

1,088

$

1,226

$

(8)

$

$

1,218

Reinsurance Solutions

329

(198)

131

359

(206)

153

Retirement Solutions

441

441

489

489

Health Solutions

532

(10)

522

538

(12)

526

Data & Analytic Services

256

256

298

1

299

Elimination

(2)

(2)

(1)

(1)

  Total revenue

$

2,650

$

(214)

$

$

2,436

$

2,909

$

(225)

$

$

2,684

Expenses

Compensation and benefits

1,646

(84)

(145)

1,417

1,752

(72)

(112)

1,568

Information technology

105

105

124

124

Premises

86

86

89

89

Depreciation of fixed assets

44

44

39

39

Amortization and impairment of intangible assets

40

40

100

100

Other general expenses

266

13

279

316

12

328

  Total operating expenses

2,187

(71)

(145)

1,971

2,420

(60)

(112)

2,248

Operating income

463

(143)

145

465

489

(165)

112

436

Amortization and impairment of intangible assets

40

40

100

100

Restructuring

96

96

Regulatory and compliance matters

(14)

(14)

Pension settlement

158

(158)

128

(128)

Transaction costs

15

15

Operating income - as adjusted

676

(143)

(13)

520

799

(165)

(16)

618

Operating margin from continuing operations - as adjusted

25.5%

21.3%

27.5%

23.0%

Interest income

3

3

7

7

Interest expense

(70)

(70)

(71)

(71)

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

9

13

22

(19)

16

(3)

Income before income taxes from continuing operations - as adjusted

618

(143)

475

716

(165)

551

Income taxes

74

(25)

49

111

(30)

81

Income from continuing operations - as adjusted

544

(118)

426

605

(135)

470

Less: Net income attributable to noncontrolling interests

7

7

7

7

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

$

537

$

(118)

$

$

419

$

598

$

(135)

$

$

463

Diluted earnings per share from continuing operations - as adjusted

$

2.00

$

(0.44)

$

$

1.56

$

2.35

$

(0.53)

$

$

1.82

Weighted average ordinary shares outstanding - diluted

268.3

268.3

268.3

268.3

254.5

254.5

254.5

254.5

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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 $4 million and $1 million, respectively, for the three months ended December 31, 2016 and 2017.

(4)

Other income (expense) is adjusted to exclude the pension settlement charge taken within the period.  The adjustment was previously taken within operating income prior to the adoption of the new pension guidance.

 

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

Twelve Months Ended December 31

2016

2017

(millions, except per share data)

As

Reported

Revenue

Recognition

Pension

Pro Forma

As

Reported

Revenue

Recognition

Pension

Pro Forma

Revenue

Commercial Risk Solutions

$

3,929

$

2

$

$

3,931

$

4,169

$

(6)

$

$

4,163

Reinsurance Solutions

1,361

6

1,367

1,429

(3)

1,426

Retirement Solutions

1,707

1,707

1,755

(1)

1,754

Health Solutions

1,370

(12)

1,358

1,515

(3)

1,512

Data & Analytic Services

1,050

1,050

1,140

1,140

Elimination

(8)

(8)

(10)

(10)

  Total revenue

$

9,409

$

(4)

$

$

9,405

$

9,998

$

(13)

$

$

9,985

Expenses

Compensation and benefits

5,687

12

(173)

5,526

6,089

4

(86)

6,007

Information technology

386

386

419

419

Premises

343

343

348

348

Depreciation of fixed assets

162

162

187

187

Amortization and impairment of intangible assets

157

157

704

704

Other general expenses

1,036

1,036

1,272

1,272

  Total operating expenses

7,771

12

(173)

7,610

9,019

4

(86)

8,937

Operating income

1,638

(16)

173

1,795

979

(17)

86

1,048

Amortization and impairment of intangible assets

157

157

704

704

Restructuring

497

497

Regulatory and compliance matters

28

28

Pension settlement

220

(220)

128

(128)

Transaction costs

15

15

Operating income - as adjusted

2,030

(16)

(47)

1,967

2,336

(17)

(42)

2,277

Operating margin from continuing operations - as adjusted

21.6%

20.9%

23.4%

22.8%

Interest income

9

9

27

27

Interest expense

(282)

(282)

(282)

(282)

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

36

47

83

(39)

42

3

Income before income taxes from continuing operations - as adjusted

1,793

(16)

1,777

2,042

(17)

2,025

Income taxes

250

(6)

244

305

(4)

301

Income from continuing operations - as adjusted

1,543

(10)

1,533

1,737

(13)

1,724

Less: Net income attributable to noncontrolling interests

34

34

37

37

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

$

1,509

$

(10)

$

$

1,499

$

1,700

$

(13)

$

$

1,687

Diluted earnings per share from continuing operations - as adjusted

$

5.58

$

(0.04)

$

$

5.55

$

6.52

$

(0.05)

$

$

6.47

Weighted average ordinary shares outstanding - diluted

270.3

270.3

270.3

270.3

260.7

260.7

260.7

260.7

(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 periods presented above have been adjusted retrospectively to reflect changes in accounting guidance related to revenue recognition and pensions, effective for Aon in the first quarter of 2018.  

(3)

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 $7 million and $(11) million, respectively, for the years ended December 31, 2016 and 2017.

(4)

Other income (expense) is adjusted to exclude the pension settlement charge taken within the period.  The adjustment was previously taken within operating income prior to the adoption of the new pension guidance.

 

Aon plcPro Forma Historical Revenue and Organic Revenue Reconciliation as Adjusted for Changes in Accounting Guidance (Unaudited)

Three Months Ended

Mar 31, 2017

Mar 31, 2016

%

Change

Less:

Currency

Impact (1)

Less: Fiduciary Investment Income

Less: Acquisitions,

Divestitures & Other

Organic

Revenue

Growth (2)

(millions)

Commercial Risk Solutions

$

989

$

969

2%

(2)%

—%

2%

2%

Reinsurance Solutions

671

667

1

(3)%

—%

—%

4%

Retirement Solutions

385

396

(3)

(4)%

—%

(1)%

2%

Health Solutions

428

338

27

(1)%

—%

13%

15%

Data & Analytic Services

273

263

4

(1)%

—%

(1)%

6%

Elimination

(2)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

2,746

$

2,631

4%

(2)%

—%

1%

5%

Three Months Ended

(millions)

Jun 30, 2017

Jun 30, 2016

%

Change

 

Less:

Currency

Impact (1)

Less: Fiduciary Investment Income

Less: Acquisitions,

Divestitures & Other

Organic

Revenue

Growth (2)

Commercial Risk Solutions

$

1,041

$

990

5%

(1)%

—%

4%

2%

Reinsurance Solutions

345

335

3%

(2)%

—%

(1)%

6%

Retirement Solutions

388

405

(4)%

(3)%

—%

(2)%

1%

Health Solutions

281

253

11%

(2)%

—%

9%

4%

Data & Analytic Services

281

271

4%

(1)%

—%

1%

4%

Elimination

(4)

(1)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

2,332

$

2,253

4%

(2)%

—%

4%

2%

Three months ended

(millions)

Sep 30, 2017

Sep 30, 2016

%

Change

Less:

Currency

Impact (1)

Less: Fiduciary Investment Income

Less: Acquisitions,

Divestitures & Other

Organic

Revenue

Growth (2)

Commercial Risk Solutions

$

915

$

884

4%

1%

—%

4%

(1)%

Reinsurance Solutions

257

234

10%

1%

1%

(2)%

10%

Retirement Solutions

492

465

6%

1%

—%

(1)%

6%

Health Solutions

277

245

13%

1%

—%

8%

4%

Data & Analytic Services

287

260

10%

1%

—%

7%

2%

Elimination

(5)

(3)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

2,223

$

2,085

7%

1%

—%

4%

2%

Three Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

%

Change

Less:

Currency

Impact (1)

Less: Fiduciary Investment Income

Less: Acquisitions,

Divestitures & Other

Organic

Revenue

Growth (2)

Commercial Risk Solutions

$

1,218

$

1,088

12%

3%

—%

4%

5%

Reinsurance Solutions

153

131

17%

(3)%

1%

(1)%

20%

Retirement Solutions

489

441

11%

3%

—%

4%

4%

Health Solutions

526

522

1%

1%

—%

(6)%

6%

Data & Analytic Services

299

256

17%

2%

—%

3%

12%

Elimination

(1)

(2)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

2,684

$

2,436

10%

2%

—%

1%

7%

Three Months Ended

(millions)

Dec 31, 2017

Dec 31, 2016

%

Change

Less:

Currency

Impact (1)

Less: Fiduciary Investment Income

Less: Acquisitions,

Divestitures & Other

Organic

Revenue

Growth (2)

Commercial Risk Solutions

$

4,163

$

3,931

6%

—%

—%

4%

2%

Reinsurance Solutions

1,426

1,367

4%

(2)%

—%

—%

6%

Retirement Solutions

1,754

1,707

3%

(1)%

—%

1%

3%

Health Solutions

1,512

1,358

11%

—%

—%

4%

7%

Data & Analytic Services

1,140

1,050

9%

—%

—%

4%

5%

Elimination

(10)

(8)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

9,985

$

9,405

6%

—%

—%

2%

4%

(1)

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

(2)

Organic revenue growth 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.

 

Cision View original content:http://www.prnewswire.com/news-releases/aon-reports-fourth-quarter-and-full-year-2017-results-300592442.html

SOURCE Aon plc



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