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Aon plc
Fourth Quarter and Full Year 2016 Results
February 10, 2017
1
Greg Case
Chief Executive Officer
Christa Davies
Chief Financial Officer
2
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 and its Quarterly
Reports on Form 10-Q 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, reimbursable expenses and
unusual items. 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 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.
3
Key Metrics1 – Positive Performance Across All Four Key Metrics
Q4 Organic Revenue:
 Organic revenue growth of +3% in Risk Solutions and +5% in HR
Solutions
 HR Solutions organic revenue was highlighted by double-digit
growth in the healthcare exchange business
Q4 Operating Margin:
 Risk Solutions increased +190 bps driven by solid organic revenue
growth and a +100 bps favorable impact from FX translation
 HR Solutions increased +210 bps driven by strong organic revenue
growth and expense discipline, partially offset by a -10 bps
unfavorable impact from FX translation
Q4 EPS:
 +13% earnings growth driven by strong operating performance, a
lower effective tax rate, and effective capital management
 Includes a $0.03 favorable impact from FX translation
 Repurchased approximately $200 million of ordinary shares
2016 Free Cash Flow:
 Record cash flow from operations of $2.3 billion driven by an
increase in underlying net income after adjusting for non-cash
pension expenses, lower cash pension contributions, and lower
cash tax payments
 Record free cash flow of $2.1 billion reflects 16% growth in cash
flow from operations and a $68 million decrease in capital
expenditures
1 The results presented above are non-GAAP measures that are reconciled in the Appendices of this presentation.
2 Organic revenue, a non-GAAP measure, includes the impact of intersegment and intrasegment activity and excludes the impact of foreign exchange rate
changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses. Change in organic revenue, a
non-GAAP measure, is reconciled to the corresponding U.S. GAAP change in revenue in Appendix A of this presentation.
3 Certain noteworthy items impacted operating margin and earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP
measures for operating margin and diluted earnings per share to the corresponding U.S. GAAP measures is in Appendix B of this presentation.
4 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. A reconciliation of free cash flow to cash flow,
the corresponding U.S. GAAP measure, can be found in Appendix A of this presentation.
Q4 2016
1. Organic Revenue2 +3% +3%
2. Operating Margin3 26.2% 20.8%
Y-o-Y change +210 bps +80 bps
3. Earnings per Share3 $2.56 $6.59
Y-o-Y change +13% +7%
4. Free Cash Flow4 $2.1B
Y-o-Y change +22%
4
Organic Revenue¹ – Growth Across Both Segments
Q4 Risk Solutions:
 Americas: Strong growth in Affinity, as well as
continued record new business generation in US Retail
 International: Solid growth across every major region,
including double-digit growth in health and benefits
brokerage in Asia and EMEA and strength in the Pacific
driven by strong new business generation
 Reinsurance: Net new business generation in treaty
and growth in facultative placements, partially offset by
a decline in capital market transactions and advisory
business, as well as a modest unfavorable market
impact globally
Q4 2016
Risk Solutions
Americas 3% 4%
International 2% 3%
Retail 3% 4%
Reinsurance 2% 1%
Total Risk Solutions +3% +3%
HR Solutions
Consulting 0% 2%
Outsourcing 8% 4%
Total HR Solutions +5% +3%
Total Aon +3% +3%
Q4 HR Solutions:
 Consulting: Solid growth in retirement solutions,
particularly for investment consulting, offset by a decline
in project related work and a modest decline in talent
and compensation consulting
 Outsourcing: Strong double-digit growth in health care
exchanges and continued strength in HR BPO for cloud-
based solutions, partially offset by an anticipated
modest decline in benefits administration
1 Organic revenue, a non-GAAP measure, includes the impact of intersegment and intrasegment activity and excludes the impact of foreign exchange rate
changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses. Organic revenue is reconciled
to revenue, the corresponding U.S. GAAP measure in revenue in Appendix A of this presentation.
5
Investing to Maximize Return on Invested Capital and Long-Term Value
“Aon has a truly impressive track record of developing innovative solutions to help solve problems and create
differentiated value in response to specific client needs. We are driving a set of initiatives to maximize return on
invested capital and making strategic investments to position the firm for long-term growth, improved operating
leverage, and further shareholder value creation.”
Risk Solutions HR Solutions
 Roll-out of Aon Client Promise and the Revenue Engine
globally to drive greater retention and penetration with
existing clients
 Aon InPoint, a growing business that empowers carriers
to become more competitive, effective, and operationally
efficient by integrating our market leading data and
analytics (Global Risk Insight Platform and ReView) with
strategic consulting
 Further development of data and analytics capability at
Aon Benfield to strengthen our already industry-leading
value proposition and client serving capability
 Aon Broking to better match client needs with insurer
appetite for risk and to identify structured portfolio or
treaty solutions, such as Aon Client Treaty
 Investing in high-growth businesses, such as Health &
Benefits brokerage, Cyber, and Affinity
 Expansion of content and global footprint through tuck-in
acquisitions that increase scale in emerging markets or
expand capability to better serve clients
 Innovative solutions to de-risk pension plans and
support increasing needs for delegated investment and
defined-contribution solutions to fulfill clients’ needs for
effective execution of their investment and retirement
benefit strategies
 Strengthening our industry-leading portfolio of health
solutions; including our suite of private health care
exchanges for active employees and retirees, enabling
clients to transition their participants to a market-based,
consumer-driven model, while addressing unsustainable
healthcare cost increases
 Investments in data and analytics in our Health and
Retirement & Investment practices, to provide superior
advice and drive better outcomes for our clients and our
clients’ employees
6
$22
$46
$112
2005 2010 2016
$6.4
$8.5
$11.6
2005 2010 2016
Strengthens Position as Preeminent Professional Services Firm
 Signed definitive agreement to sell certain outsourcing assets
including benefits administration and HR business process
outsourcing
 Transaction further unites Aon as a preeminent professional
services firm and creates catalyst for next step of significant
shareholder value creation
 Sharpens focus on delivering advice and solutions related to risk,
retirement and health, enabled by proprietary data and analytics
o $85B of risk premium supported by Inpoint / ReView
technology
o $30B of health premium with full set of health solutions
o $4T of pension assets under independent advisory, with
$90B under delegation
 Free cash flow and transaction proceeds to accelerate firm’s
investment in high growth and return on invested capital
opportunities
o Recent examples: cyber risk advisory, health & benefits
brokerage
Stock Price ($)
Total Revenue ($ billions)
7
11.7 12.2 12.9 13.6
15.4 16.4 17.1
2010 2011 2012 2013 2014 2015 2016
$186 $696
$2,104
2005 2010 2016
Significant Capital to Drive ROIC and Shareholder Value Creation
 Generates expected gross cash proceeds up to $4.8 billion,
including $4.3 billion of gross cash at closing and additional
consideration up to $500 million based on performance. After-tax
cash proceeds expected to be $3.0 billion:
o Reflects 12.1x 2016 EBITDA of $396 million, which
includes intercompany, corporate allocations and other
expense adjustments
 Reinforces proven historical track record of disciplined
management approach to improving return on invested capital
(ROIC)
 Expect transaction to be accretive to 2018 adjusted EPS1:
o Deployment of substantial free cash flow and transaction
proceeds
o Savings from operating model integration
o Lower effective tax rate
 Increased share repurchase program by $5.0 billion, bringing the
total amount currently authorized for repurchase to approximately
$7.7 billion as of February 10, 2017
 Transaction is expected to close by the end of the second quarter
2017, and results of the assets will be placed into discontinued
operations beginning in the first quarter of 2017
Return on Invested Capital2 (%)
Free Cash Flow ($ millions)
1 Accretive to 2018 FactSet consensus analyst estimates of $7.97 per share on February 9, 2017.
2 ROIC calculated as net operating profit after tax (NOPAT) divided by average invested capital (short-term debt, + long-term debt + total equity).
8
$633
$686
Net Income¹
EPS1 – Delivered Double-Digit Earnings Growth to Finish the Year
($ millions) Q4 2016
Net Income2 $686 $1,780
Y-o-Y change +8% +2%
Earnings Per Share2 $2.56 $6.59
Y-o-Y change +13% +7%
1 The results presented are non-GAAP measures that are reconciled in the Appendices of this presentation.
2 Certain noteworthy items impacted net income and earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP
measures for net income and diluted earnings per share to the corresponding U.S. GAAP measure is in Appendix B of this presentation.
$2.27
$2.56
EPS¹
Q4’15 Q4’16
“In summary, we delivered solid organic growth across both segments, strengthened our overall
operational performance, and delivered record free cash flow of more than $2.1 billion for the year,
while continuing to make an unmatched level of strategic investments that align the firm around
advisory and analytical capabilities and improved return on invested capital.”
9
Operating Margins1 – Record Operating Margins in Both Segments
Q4 Risk Solutions Operating Margin:
Positive Impact:
 Organic revenue growth of +3%
 Return on investments
 Favorable impact of $12 million, or +100 bps,
due to foreign currency translation
Negative Impact:
 $6 million, or -30 bps, of transaction costs
related to acquisitions
Q4 2016
Risk Solutions
Operating Income2 $566 $1,836
Y-o-Y change +9% +5%
Operating Margin2 27.6% 24.5%
Y-o-Y change +190 bps +90 bps
HR Solutions
Operating Income2 $363 $770
Y-o-Y change +7% -1%
Operating Margin2 28.3% 18.4%
Y-o-Y change +210 bps +30 bps
Q4 HR Solutions Operating Margin:
Positive Impact:
 Organic revenue growth of +5%
 Expense discipline
Negative Impact:
 Unfavorable impact of $8 million, or -10 bps,
due to foreign currency translation
($ millions)
1 The results presented are non-GAAP measures that are reconciled in the Appendices of this presentation.
2 Certain noteworthy items impacted operating income and operating margin in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP
measures for operating income and operating margin to the corresponding U.S. GAAP measure is in Appendix B of this presentation.
10
Unallocated Expense & Non-Operating Segment Financials
Q4’15 Q4’16
Quarterly
Guidance
Unallocated Expense1 ($61) ($57) ($45)
Interest Income $4 $3 $3
Interest Expense ($68) ($70) ($70)
Other Income (Expense) $49 $9 -
Effective Tax Rate2 17.9% 14.9% -
Minority interest ($6) ($7) ($9)
Actual common shares
outstanding at 12-31-16
N/A 262.0 -
 Interest expense increased $2 million to $70
million due to an increase in total debt
outstanding
 Other Income of $9 million primarily includes
gains due to the favorable impact of exchange
rates on the remeasurement of assets and
liabilities in non-functional currencies
 Adjusted effective tax rate, excluding the
applicable tax impact associated with certain
non-cash pension expenses, was 14.9%
primarily reflecting certain favorable discrete tax
adjustments against our underlying operating
rate of 19%
 Actual common shares outstanding on
December 31st were 262.0 million, and there
were approximately 5 million additional dilutive
equivalents. The Company repurchased 1.8
million ordinary shares for approximately $200
million in the fourth quarter. Estimated Q1’17
beginning dilutive share count is ~267 million
subject to share price movement, share
issuance and share repurchase
($ millions)
1 Certain noteworthy items impacted earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP measures for
diluted earnings per share to the corresponding U.S. GAAP measure is in Appendix B of this presentation.
2 The effective tax rate used in the U.S. GAAP financial statements were 10.9% and 15.8% for the three months ended December 31, 2016 and 2015,
respectively, and 14.3% and 15.8% for the twelve months ended December 31, 2016 and 2015, respectively. Reconciling items are generally taxed at the
effective tax rate. However, after adjusting to exclude the applicable tax impact associated with non-cash pension expenses, the adjusted effective tax rates
for the fourth quarter and twelve months ended December 31, 2016 were 14.9% and 16.8%, respectively.
11
2015 2016
$2,009
$2,326
Solid Balance Sheet and Record Free Cash Flow Generation
Sept 30,
2016
Dec 31,
2016
Cash $483 $431
Short-term
Investments
$463 $290
Total Debt $6,160 $6,205
Total Aon
Shareholders’
Equity
$5,434 $5,470
Debt to EBITDA 2.4x 2.5x
Balance Sheet
($ millions)
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. A reconciliation of free cash flow to cash flow, the corresponding U.S. GAAP measure, can be found
in Appendix A of this presentation.
Cash Flow from Operations
($ millions)
Free Cash Flow 1
($ millions)
Cash Flow Commentary:
 Record cash flow from operations of $2.3 billion driven by an increase in
underlying net income after adjusting for non-cash pension expenses,
lower cash pension contributions, and lower cash tax payments
 Record free cash flow of $2.1 billion reflects higher cash flow from
operations and a $68 million decrease in capital expenditures
 In 2016, we delivered strong double-digit free cash flow growth, reflecting
momentum behind a number of initiatives we continue to drive as we
focus on converting a dollar of revenue into a dollar of free cash flow
2015 2016
$1,719 $2,104
12
Double-Digit Free Cash Flow1 Growth Over the Long-Term
1 Free cash flow is defined as cash flow from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of
residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to cash flow, the corresponding U.S. GAAP measure, can be
found in Appendix A of this presentation.
Free Cash Flow ($ millions)
$442
$696
$871
$1,265
$1,524 $1,556
$1,719
$2,104
2009 2010 2011 2012 2013 2014 2015 2016
 Substantial progress since introducing free cash flow as a key financial metric in 2012 and continue to
take significant steps to position the firm for double-digit free cash flow growth over the long-term
 Three primary areas that we expect to contribute to free cash flow generation going forward:
1. Operational improvement as the firm continues to deliver growth and improve return on invested capital
2. Working capital improvements as the firm focuses on closing the gap between receivables and payables
3. Lower cash tax payments reflecting the lower effective tax rate
13
Appendix
14
Appendix A: Reconciliation of Non-GAAP Measures – Organic Revenue
and Free Cash Flow
15
Appendix B: Reconciliation of Non-GAAP Measures – Operating Margin
and Diluted Earnings per Share
Three Months Ended December 31, 2016 Twelve Months Ended December31, 2016
(millions)
Risk
Solutions
HR
Solutions
Unallocated
Income &
Expense Total
Risk
Solutions
HR
Solutions
Unallocated
Income &
Expense Total
Revenue $ 2,051 $ 1,281 $ (9) $ 3,323 $ 7,485 $ 4,183 $ (41) $ 11,627
Operating income (loss) - as reported $ 455 $ 281 $ (107) $ 629 $ 1,587 $ 557 $ (238) $ 1,906
Intangible asset amortization 28 42 — 70 105 172 — 277
Pension Settlements 83 25 50 158 144 26 50 220
Transaction Costs $ 15 $ 15 $ 15 $ 15
Operating income (loss) - as adjusted $ 566 $ 363 $ (57) $ 872 $ 1,836 $ 770 $ (188) $ 2,418
Operating margins - as adjusted 27.6% 28.3% N/A 26.2% 24.5% 18.4% N/A 20.8%
Three Months Ended December 31, 2015 Twelve Months Ended December 31, 2015
(millions)
Risk
Solutions
HR
Solutions
Unallocated
Income &
Expense Total
Risk
Solutions
HR
Solutions
Unallocated
Income &
Expense Total
Revenue $ 2,009 $ 1,290 $ (11) $ 3,288 $ 7,426 $ 4,303 $ (47) $ 11,682
Operating income (loss) - as reported $ 491 $ 287 $ (61) $ 717 $ 1,506 $ 536 $ (194) $ 1,848
Intangible asset amortization 26 51 — 77 109 205 — 314
Legacy litigation — — — — 137 39 — 176
Operating income (loss) - as adjusted $ 517 $ 338 $ (61) $ 794 $ 1,752 $ 780 $ (194) $ 2,338
Operating margins - as adjusted 25.7% 26.2% N/A 24.1% 23.6% 18.1% N/A 20.0%
Three Months Ended December 31, Twelve Months Ended December 31,
(millions except per share data) 2016 2015 2016 2015
Operating income - as adjusted $ 872 $ 794 $ 2,418 $ 2,338
Interest income 3 4 9 14
Interest expense (70) (68) (282) (273)
Other income 9 49 36 100
Income before income taxes - as adjusted 814 779 2,181 2,179
Income taxes (2) 121 140 367 389
Net income - as adjusted 693 639 1,814 1,790
Less: Net income attributable to noncontrolling interests 7 6 34 37
Net income attributable to Aon shareholders- as adjusted $ 686 $ 633 $ 1,780 $ 1,753
Diluted earnings per share- as adjusted $ 2.56 $ 2.27 $ 6.59 $ 6.18
Weighted average ordinary shares outstanding- diluted 268.3 279.3 270.3 283.8
(1) Certain noteworthy items impacting operating income in 2016 and 2015 are described in this schedule. The items shown with thecaption
"as adjusted" are non-GAAP measures.
(2) The effective tax rate used in the U.S. GAAP financial statements were 10.9% and 15.8% for the three months ended December 31,
2016 and 2015, respectively, and 14.3% and 15.8% for the twelve months ended December31, 2016 and 2015, respectively.
Reconciling items are generally taxed at the effective tax rate. However, after adjusting to exclude the applicable tax impact associated
with non-cash pension expenses, the adjusted effective tax rates for the fourth quarter and twelve months ended December 31, 2016
were 14.9% and 16.8%, respectively. After adjusting the underlying annual tax rate to exclude the impact associated with expenses for
legacy litigation in the second quarter, the adjusted effective tax rates for both the fourth quarter and twelve months of 2015 was 17.9%.
16
Appendix C: Reconciliation of Non-GAAP Measures 2006-2009
Full Year ended December 31, 2006 Full Year ended December 31, 2007 Full Year ended December 31, 2008 Full Year ended December 31, 2009
(millions)
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
GAAP Disclosures
As Reported
Total revenue 5,855 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595
Compensation and benefits 3,521 610 41 4,172 3,704 576 61 4,341 3,969 553 59 4,581 4,038 493 66 4,597
Other general expenses 1,527 246 (17) 1,756 1,652 197 41 1,890 1,812 165 30 2,007 1,794 144 39 1,977
Total operating expenses 5,048 856 24 5,928 5,356 773 102 6,231 5,781 718 89 6,588 5,832 637 105 6,574
Operating income (loss) 807$ 36$ (83)$ 760$ 1,047$ 87$ (131)$ 1,003$ 947$ 107$ (114)$ 940$ 1,003$ 100$ (82)$ 1,021$
Operating margin 13.8% 4.0% 11.4% 16.4% 10.1% 13.9% 14.1% 13.0% 12.5% 14.7% 13.6% 13.4%
Reclassifications
Other general expenses
Foreign currency remeasurement gains (losses) $ 1 $ 1 $ - $ 2 $ 14 $ (3) $ 2 $ 13 $ 38 $ 2 $ - $ 40 $ (30) $ (1) $ 5 $ (26)
Other income (expense)
Foreign currency remeasurement gains (losses) $ 2 $ 13 $ 40 $ (26)
Restated
Total revenue 5,855 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595
Compensation and benefits 3,521 610 41 4,172 3,704 576 61 4,341 3,969 553 59 4,581 4,038 493 66 4,597
Other general expenses 1,528 247 (17) 1,758 1,666 194 43 1,903 1,850 167 30 2,047 1,764 143 44 1,951
Total operating expenses 5,049 857 24 5,930 5,370 770 104 6,244 5,819 720 89 6,628 5,802 636 110 6,548
Operating income (loss) 806$ 35$ (83)$ 758$ 1,033$ 90$ (133)$ 990$ 909$ 105$ (114)$ 900$ 1,033$ 101$ (87)$ 1,047$
Operating margin 13.8% 3.9% 11.3% 16.1% 10.5% 13.7% 13.5% 12.7% 12.0% 15.1% 13.7% 13.8%
Non-GAAP Disclosures
As Reported
Revenue - as adjusted $ 5,840 $ 892 $ (59) $ 6,673 $ 6,403 $ 860 $ (29) $ 7,234 $ 6,728 $ 825 $ (25) $ 7,528 $ 6,835 $ 737 $ 23 $ 7,595
Operating income (loss) - as reported 807 36 (83) 760 1,047 87 (131) 1,003 947 107 (114) 940 1,003 100 (82) 1,021
Restructuring charges 139 17 3 159 75 10 - 85 239 15 - 254 381 31 - 412
Amortization of intangible assets 38 - - 38 38 1 - 39 63 2 - 65 93 - - 93
Hewitt related costs - - - - - - - - 2 - - 2 - - - -
Legacy receivables write-off - - - - - - - - - - - - - - - -
Transaction related costs - proxy - - - - - - - - - - - - - - - -
Headquarter relocation costs - - - - - - - - - - - - - - - -
Pension curtailment/adjustment - - - - - - - - 6 1 1 8 (54) (20) (4) (78)
Anti-bribery and compliance initiatives - - - - - - - - 42 - - 42 7 - - 7
Resolution of U.K. balance sheet
reconciliation difference - - - - - - 15 15 - - - - - - - -
Benfield integration costs - - - - - - - - - - - - 15 - - 15
Reinsurance litigation - - - - 21 - - 21 - - - - - - - -
Gain on sale of Cambridge preferred stock
investment - - - - - - - - - - - - - - - -
Endurance - - - - - - - - - - - - - - - -
Contingent commissions (15) - - (15) - - - - - - - - - - - -
Operating income (loss) - as adjusted $ 969 $ 53 $ (80) $ 942 $ 1,181 $ 98 $ (116) $ 1,163 $ 1,299 $ 125 $ (113) $ 1,311 $ 1,445 $ 111 $ (86) $ 1,470
Operating margin - adjusted 16.6% 5.9% 14.1% 18.4% 11.4% 16.1% 19.3% 15.2% 17.4% 21.1% 15.1% 19.4%
Restated
Revenue, as adjusted $ 5,840 $ 892 $ (59) $ 6,673 $ 6,403 $ 860 $ (29) $ 7,234 $ 6,728 $ 825 $ (25) $ 7,528 $ 6,835 $ 737 $ 23 $ 7,595
Operating income (loss) - as adjusted $ 969 $ 53 $ (80) $ 942 $ 1,181 $ 98 $ (116) $ 1,163 $ 1,299 $ 125 $ (113) $ 1,311 $ 1,445 $ 111 $ (86) $ 1,470
1 1 - 2 14 (3) 2 13 38 2 - 40 (30) (1) 5 (26)
Operating income (loss) - as adjusted $ 968 $ 52 $ (80) $ 940 $ 1,167 $ 101 $ (118) $ 1,150 $ 1,261 $ 123 $ (113) $ 1,271 $ 1,475 $ 112 $ (91) $ 1,496
Operating margin - adjusted 16.6% 5.8% 14.1% 18.2% 11.7% 15.9% 18.7% 14.9% 16.9% 21.6% 15.2% 19.7%
Reclassification - Foreign currency
remeasurement gains (losses)
17
Appendix C: Reconciliation of Non-GAAP Measures 2010-2013
Full Year ended December 31, 2010 Full Year ended December 31, 2011 Full Year ended December 31, 2012 Full Year ended December 31, 2013
(millions)
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
Risk
Solutions
HR
Solutions Unallocated Continuing
GAAP Disclosures
As Reported
Total revenue 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287 7,632 3,925 (43) 11,514 7,789 4,057 (31) 11,815
Compensation and benefits 3,939 1,041 117 5,097 4,179 2,286 102 6,567 4,260 2,360 4,385 2,455
Other general expenses 1,743 383 63 2,189 1,944 1,147 23 3,114 1,879 1,276 1,864 1,284
Total operating expenses 5,682 1,424 180 7,286 6,123 3,433 125 9,681 6,139 3,636 6,249 3,739
Operating income (loss) 1,307$ 121$ (202)$ 1,226$ 1,414$ 348$ (156)$ 1,606$ 1,493$ 289$ (186)$ 1,596$ 1,540$ 318$ (187)$ 1,671$
Operating margin 18.7% 7.8% 14.4% 18.8% 9.2% 14.2% 19.6% 7.4% 13.9% 19.8% 7.8% 14.1%
Reclassifications
Other general expenses
Foreign currency remeasurement gains (losses) $ (21) $ - $ 3 $ (18) $ 1 $ 12 $ (3) $ 10
Other income (expense)
Foreign currency remeasurement gains (losses) $ (18) $ 10
Restated
Total revenue 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287
Compensation and benefits 3,939 1,041 117 5,097 4,179 2,286 102 6,567
Other general expenses 1,722 383 66 2,171 1,945 1,159 20 3,124
Total operating expenses 5,661 1,424 183 7,268 6,124 3,445 122 9,691
Operating income (loss) 1,328$ 121$ (205)$ 1,244$ 1,413$ 336$ (153)$ 1,596$
Operating margin 19.0% 7.8% 14.6% 18.7% 8.9% 14.1%
Non-GAAP Disclosures
As Reported
Revenue - as adjusted $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287 $ 7,632 $ 3,925 $ (43) $ 11,514 $ 7,789 $ 4,057 $ (31) $ 11,815
Operating income (loss) - as reported 1,307 121 (202) 1,226 1,414 348 (156) 1,606 1,493 289 (186) 1,596 1,540 318 (187) 1,671
Restructuring charges 115 57 - 172 65 48 - 113 35 66 - 101 94 80 - 174
Amortization of intangible assets 114 40 - 154 129 233 - 362 126 297 - 423 115 280 - 395
Hewitt related costs - 19 21 40 - 47 - 47 - - - - - - - -
Legacy receivables write-off - - - - 18 - - 18 - - - - - - - -
Transaction related costs - proxy - - - - - - 3 3 - - - - - - - -
Headquarter relocation costs - - - - - - - - - - 24 24 - - 5 5
Pension curtailment/adjustment - - 49 49 - - - - - - - - - - - -
Anti-bribery and compliance initiatives 9 - - 9 - - - - - - - - - - - -
Resolution of U.K. balance sheet
reconciliation difference - - - - - - - - - - - - - - - -
Benfield integration costs - - - - - - - - - - - - - - - -
Reinsurance litigation - - - - - - - - - - - - - - - -
Gain on sale of Cambridge preferred stock
investment - - - - - - - - - - - - - - - -
Endurance - - - - - - - - - - - - - - - -
Contingent commissions - - - - - - - - - - - - - - - -
Operating income (loss) - as adjusted $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149 $ 1,654 $ 652 $ (162) $ 2,144 $ 1,749 $ 678 $ (182) $ 2,245
Operating margin - adjusted 22.1% 15.3% 19.4% 21.6% 17.9% 19.0% 21.7% 16.6% 18.6% 22.5% 16.7% 19.0%
Restated
Revenue, as adjusted $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287
Operating income (loss) - as adjusted $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149
(21) - 3 (18) 1 12 (3) 10
Operating income (loss) - as adjusted $ 1,566 $ 237 $ (135) $ 1,668 $ 1,625 $ 664 $ (150) $ 2,139
Operating margin - adjusted 22.4% 15.3% 19.6% 21.6% 17.6% 19.0%
Reclassification - Foreign currency
remeasurement gains (losses)
18
Appendix C: Reconciliation of Non-GAAP Measures 2014-2016
UPDATE
19
Appendix D: Intangible Asset Amortization Schedule
Intangible Asset Amortization by Segment
($ millions) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Risk Solutions $93 $114 $129 $126 $115 $109 $109 $105 $123 $118
HR Solutions - $40 $233 $297 $280 $243 $205 $172 $136 $91
Total $93 $154 $362 $423 $395 $352 $314 $277 $259 $209
Investor Relations
Scott Malchow
scott.malchow@aon.com
Office: +44 (0) 20 7086 0100
Steven Krall
steven.krall@aon.com
Office: 312-381-3353
Erika Shouldice
erika.shouldice@aon.com
Office: 312-381-5957
Adam Klauss
adam.klauss@aon.com
Office: 312-381-1801

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4 q16 presentation final

  • 1. Aon plc Fourth Quarter and Full Year 2016 Results February 10, 2017
  • 2. 1 Greg Case Chief Executive Officer Christa Davies Chief Financial Officer
  • 3. 2 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 and its Quarterly Reports on Form 10-Q 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, reimbursable expenses and unusual items. 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 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.
  • 4. 3 Key Metrics1 – Positive Performance Across All Four Key Metrics Q4 Organic Revenue:  Organic revenue growth of +3% in Risk Solutions and +5% in HR Solutions  HR Solutions organic revenue was highlighted by double-digit growth in the healthcare exchange business Q4 Operating Margin:  Risk Solutions increased +190 bps driven by solid organic revenue growth and a +100 bps favorable impact from FX translation  HR Solutions increased +210 bps driven by strong organic revenue growth and expense discipline, partially offset by a -10 bps unfavorable impact from FX translation Q4 EPS:  +13% earnings growth driven by strong operating performance, a lower effective tax rate, and effective capital management  Includes a $0.03 favorable impact from FX translation  Repurchased approximately $200 million of ordinary shares 2016 Free Cash Flow:  Record cash flow from operations of $2.3 billion driven by an increase in underlying net income after adjusting for non-cash pension expenses, lower cash pension contributions, and lower cash tax payments  Record free cash flow of $2.1 billion reflects 16% growth in cash flow from operations and a $68 million decrease in capital expenditures 1 The results presented above are non-GAAP measures that are reconciled in the Appendices of this presentation. 2 Organic revenue, a non-GAAP measure, includes the impact of intersegment and intrasegment activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses. Change in organic revenue, a non-GAAP measure, is reconciled to the corresponding U.S. GAAP change in revenue in Appendix A of this presentation. 3 Certain noteworthy items impacted operating margin and earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP measures for operating margin and diluted earnings per share to the corresponding U.S. GAAP measures is in Appendix B of this presentation. 4 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. A reconciliation of free cash flow to cash flow, the corresponding U.S. GAAP measure, can be found in Appendix A of this presentation. Q4 2016 1. Organic Revenue2 +3% +3% 2. Operating Margin3 26.2% 20.8% Y-o-Y change +210 bps +80 bps 3. Earnings per Share3 $2.56 $6.59 Y-o-Y change +13% +7% 4. Free Cash Flow4 $2.1B Y-o-Y change +22%
  • 5. 4 Organic Revenue¹ – Growth Across Both Segments Q4 Risk Solutions:  Americas: Strong growth in Affinity, as well as continued record new business generation in US Retail  International: Solid growth across every major region, including double-digit growth in health and benefits brokerage in Asia and EMEA and strength in the Pacific driven by strong new business generation  Reinsurance: Net new business generation in treaty and growth in facultative placements, partially offset by a decline in capital market transactions and advisory business, as well as a modest unfavorable market impact globally Q4 2016 Risk Solutions Americas 3% 4% International 2% 3% Retail 3% 4% Reinsurance 2% 1% Total Risk Solutions +3% +3% HR Solutions Consulting 0% 2% Outsourcing 8% 4% Total HR Solutions +5% +3% Total Aon +3% +3% Q4 HR Solutions:  Consulting: Solid growth in retirement solutions, particularly for investment consulting, offset by a decline in project related work and a modest decline in talent and compensation consulting  Outsourcing: Strong double-digit growth in health care exchanges and continued strength in HR BPO for cloud- based solutions, partially offset by an anticipated modest decline in benefits administration 1 Organic revenue, a non-GAAP measure, includes the impact of intersegment and intrasegment activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses. Organic revenue is reconciled to revenue, the corresponding U.S. GAAP measure in revenue in Appendix A of this presentation.
  • 6. 5 Investing to Maximize Return on Invested Capital and Long-Term Value “Aon has a truly impressive track record of developing innovative solutions to help solve problems and create differentiated value in response to specific client needs. We are driving a set of initiatives to maximize return on invested capital and making strategic investments to position the firm for long-term growth, improved operating leverage, and further shareholder value creation.” Risk Solutions HR Solutions  Roll-out of Aon Client Promise and the Revenue Engine globally to drive greater retention and penetration with existing clients  Aon InPoint, a growing business that empowers carriers to become more competitive, effective, and operationally efficient by integrating our market leading data and analytics (Global Risk Insight Platform and ReView) with strategic consulting  Further development of data and analytics capability at Aon Benfield to strengthen our already industry-leading value proposition and client serving capability  Aon Broking to better match client needs with insurer appetite for risk and to identify structured portfolio or treaty solutions, such as Aon Client Treaty  Investing in high-growth businesses, such as Health & Benefits brokerage, Cyber, and Affinity  Expansion of content and global footprint through tuck-in acquisitions that increase scale in emerging markets or expand capability to better serve clients  Innovative solutions to de-risk pension plans and support increasing needs for delegated investment and defined-contribution solutions to fulfill clients’ needs for effective execution of their investment and retirement benefit strategies  Strengthening our industry-leading portfolio of health solutions; including our suite of private health care exchanges for active employees and retirees, enabling clients to transition their participants to a market-based, consumer-driven model, while addressing unsustainable healthcare cost increases  Investments in data and analytics in our Health and Retirement & Investment practices, to provide superior advice and drive better outcomes for our clients and our clients’ employees
  • 7. 6 $22 $46 $112 2005 2010 2016 $6.4 $8.5 $11.6 2005 2010 2016 Strengthens Position as Preeminent Professional Services Firm  Signed definitive agreement to sell certain outsourcing assets including benefits administration and HR business process outsourcing  Transaction further unites Aon as a preeminent professional services firm and creates catalyst for next step of significant shareholder value creation  Sharpens focus on delivering advice and solutions related to risk, retirement and health, enabled by proprietary data and analytics o $85B of risk premium supported by Inpoint / ReView technology o $30B of health premium with full set of health solutions o $4T of pension assets under independent advisory, with $90B under delegation  Free cash flow and transaction proceeds to accelerate firm’s investment in high growth and return on invested capital opportunities o Recent examples: cyber risk advisory, health & benefits brokerage Stock Price ($) Total Revenue ($ billions)
  • 8. 7 11.7 12.2 12.9 13.6 15.4 16.4 17.1 2010 2011 2012 2013 2014 2015 2016 $186 $696 $2,104 2005 2010 2016 Significant Capital to Drive ROIC and Shareholder Value Creation  Generates expected gross cash proceeds up to $4.8 billion, including $4.3 billion of gross cash at closing and additional consideration up to $500 million based on performance. After-tax cash proceeds expected to be $3.0 billion: o Reflects 12.1x 2016 EBITDA of $396 million, which includes intercompany, corporate allocations and other expense adjustments  Reinforces proven historical track record of disciplined management approach to improving return on invested capital (ROIC)  Expect transaction to be accretive to 2018 adjusted EPS1: o Deployment of substantial free cash flow and transaction proceeds o Savings from operating model integration o Lower effective tax rate  Increased share repurchase program by $5.0 billion, bringing the total amount currently authorized for repurchase to approximately $7.7 billion as of February 10, 2017  Transaction is expected to close by the end of the second quarter 2017, and results of the assets will be placed into discontinued operations beginning in the first quarter of 2017 Return on Invested Capital2 (%) Free Cash Flow ($ millions) 1 Accretive to 2018 FactSet consensus analyst estimates of $7.97 per share on February 9, 2017. 2 ROIC calculated as net operating profit after tax (NOPAT) divided by average invested capital (short-term debt, + long-term debt + total equity).
  • 9. 8 $633 $686 Net Income¹ EPS1 – Delivered Double-Digit Earnings Growth to Finish the Year ($ millions) Q4 2016 Net Income2 $686 $1,780 Y-o-Y change +8% +2% Earnings Per Share2 $2.56 $6.59 Y-o-Y change +13% +7% 1 The results presented are non-GAAP measures that are reconciled in the Appendices of this presentation. 2 Certain noteworthy items impacted net income and earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP measures for net income and diluted earnings per share to the corresponding U.S. GAAP measure is in Appendix B of this presentation. $2.27 $2.56 EPS¹ Q4’15 Q4’16 “In summary, we delivered solid organic growth across both segments, strengthened our overall operational performance, and delivered record free cash flow of more than $2.1 billion for the year, while continuing to make an unmatched level of strategic investments that align the firm around advisory and analytical capabilities and improved return on invested capital.”
  • 10. 9 Operating Margins1 – Record Operating Margins in Both Segments Q4 Risk Solutions Operating Margin: Positive Impact:  Organic revenue growth of +3%  Return on investments  Favorable impact of $12 million, or +100 bps, due to foreign currency translation Negative Impact:  $6 million, or -30 bps, of transaction costs related to acquisitions Q4 2016 Risk Solutions Operating Income2 $566 $1,836 Y-o-Y change +9% +5% Operating Margin2 27.6% 24.5% Y-o-Y change +190 bps +90 bps HR Solutions Operating Income2 $363 $770 Y-o-Y change +7% -1% Operating Margin2 28.3% 18.4% Y-o-Y change +210 bps +30 bps Q4 HR Solutions Operating Margin: Positive Impact:  Organic revenue growth of +5%  Expense discipline Negative Impact:  Unfavorable impact of $8 million, or -10 bps, due to foreign currency translation ($ millions) 1 The results presented are non-GAAP measures that are reconciled in the Appendices of this presentation. 2 Certain noteworthy items impacted operating income and operating margin in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP measures for operating income and operating margin to the corresponding U.S. GAAP measure is in Appendix B of this presentation.
  • 11. 10 Unallocated Expense & Non-Operating Segment Financials Q4’15 Q4’16 Quarterly Guidance Unallocated Expense1 ($61) ($57) ($45) Interest Income $4 $3 $3 Interest Expense ($68) ($70) ($70) Other Income (Expense) $49 $9 - Effective Tax Rate2 17.9% 14.9% - Minority interest ($6) ($7) ($9) Actual common shares outstanding at 12-31-16 N/A 262.0 -  Interest expense increased $2 million to $70 million due to an increase in total debt outstanding  Other Income of $9 million primarily includes gains due to the favorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies  Adjusted effective tax rate, excluding the applicable tax impact associated with certain non-cash pension expenses, was 14.9% primarily reflecting certain favorable discrete tax adjustments against our underlying operating rate of 19%  Actual common shares outstanding on December 31st were 262.0 million, and there were approximately 5 million additional dilutive equivalents. The Company repurchased 1.8 million ordinary shares for approximately $200 million in the fourth quarter. Estimated Q1’17 beginning dilutive share count is ~267 million subject to share price movement, share issuance and share repurchase ($ millions) 1 Certain noteworthy items impacted earnings per share in the fourth quarter and full year of 2016 and 2015. A reconciliation of non-GAAP measures for diluted earnings per share to the corresponding U.S. GAAP measure is in Appendix B of this presentation. 2 The effective tax rate used in the U.S. GAAP financial statements were 10.9% and 15.8% for the three months ended December 31, 2016 and 2015, respectively, and 14.3% and 15.8% for the twelve months ended December 31, 2016 and 2015, respectively. Reconciling items are generally taxed at the effective tax rate. However, after adjusting to exclude the applicable tax impact associated with non-cash pension expenses, the adjusted effective tax rates for the fourth quarter and twelve months ended December 31, 2016 were 14.9% and 16.8%, respectively.
  • 12. 11 2015 2016 $2,009 $2,326 Solid Balance Sheet and Record Free Cash Flow Generation Sept 30, 2016 Dec 31, 2016 Cash $483 $431 Short-term Investments $463 $290 Total Debt $6,160 $6,205 Total Aon Shareholders’ Equity $5,434 $5,470 Debt to EBITDA 2.4x 2.5x Balance Sheet ($ millions) 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. A reconciliation of free cash flow to cash flow, the corresponding U.S. GAAP measure, can be found in Appendix A of this presentation. Cash Flow from Operations ($ millions) Free Cash Flow 1 ($ millions) Cash Flow Commentary:  Record cash flow from operations of $2.3 billion driven by an increase in underlying net income after adjusting for non-cash pension expenses, lower cash pension contributions, and lower cash tax payments  Record free cash flow of $2.1 billion reflects higher cash flow from operations and a $68 million decrease in capital expenditures  In 2016, we delivered strong double-digit free cash flow growth, reflecting momentum behind a number of initiatives we continue to drive as we focus on converting a dollar of revenue into a dollar of free cash flow 2015 2016 $1,719 $2,104
  • 13. 12 Double-Digit Free Cash Flow1 Growth Over the Long-Term 1 Free cash flow is defined as cash flow from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures. A reconciliation of free cash flow to cash flow, the corresponding U.S. GAAP measure, can be found in Appendix A of this presentation. Free Cash Flow ($ millions) $442 $696 $871 $1,265 $1,524 $1,556 $1,719 $2,104 2009 2010 2011 2012 2013 2014 2015 2016  Substantial progress since introducing free cash flow as a key financial metric in 2012 and continue to take significant steps to position the firm for double-digit free cash flow growth over the long-term  Three primary areas that we expect to contribute to free cash flow generation going forward: 1. Operational improvement as the firm continues to deliver growth and improve return on invested capital 2. Working capital improvements as the firm focuses on closing the gap between receivables and payables 3. Lower cash tax payments reflecting the lower effective tax rate
  • 15. 14 Appendix A: Reconciliation of Non-GAAP Measures – Organic Revenue and Free Cash Flow
  • 16. 15 Appendix B: Reconciliation of Non-GAAP Measures – Operating Margin and Diluted Earnings per Share Three Months Ended December 31, 2016 Twelve Months Ended December31, 2016 (millions) Risk Solutions HR Solutions Unallocated Income & Expense Total Risk Solutions HR Solutions Unallocated Income & Expense Total Revenue $ 2,051 $ 1,281 $ (9) $ 3,323 $ 7,485 $ 4,183 $ (41) $ 11,627 Operating income (loss) - as reported $ 455 $ 281 $ (107) $ 629 $ 1,587 $ 557 $ (238) $ 1,906 Intangible asset amortization 28 42 — 70 105 172 — 277 Pension Settlements 83 25 50 158 144 26 50 220 Transaction Costs $ 15 $ 15 $ 15 $ 15 Operating income (loss) - as adjusted $ 566 $ 363 $ (57) $ 872 $ 1,836 $ 770 $ (188) $ 2,418 Operating margins - as adjusted 27.6% 28.3% N/A 26.2% 24.5% 18.4% N/A 20.8% Three Months Ended December 31, 2015 Twelve Months Ended December 31, 2015 (millions) Risk Solutions HR Solutions Unallocated Income & Expense Total Risk Solutions HR Solutions Unallocated Income & Expense Total Revenue $ 2,009 $ 1,290 $ (11) $ 3,288 $ 7,426 $ 4,303 $ (47) $ 11,682 Operating income (loss) - as reported $ 491 $ 287 $ (61) $ 717 $ 1,506 $ 536 $ (194) $ 1,848 Intangible asset amortization 26 51 — 77 109 205 — 314 Legacy litigation — — — — 137 39 — 176 Operating income (loss) - as adjusted $ 517 $ 338 $ (61) $ 794 $ 1,752 $ 780 $ (194) $ 2,338 Operating margins - as adjusted 25.7% 26.2% N/A 24.1% 23.6% 18.1% N/A 20.0% Three Months Ended December 31, Twelve Months Ended December 31, (millions except per share data) 2016 2015 2016 2015 Operating income - as adjusted $ 872 $ 794 $ 2,418 $ 2,338 Interest income 3 4 9 14 Interest expense (70) (68) (282) (273) Other income 9 49 36 100 Income before income taxes - as adjusted 814 779 2,181 2,179 Income taxes (2) 121 140 367 389 Net income - as adjusted 693 639 1,814 1,790 Less: Net income attributable to noncontrolling interests 7 6 34 37 Net income attributable to Aon shareholders- as adjusted $ 686 $ 633 $ 1,780 $ 1,753 Diluted earnings per share- as adjusted $ 2.56 $ 2.27 $ 6.59 $ 6.18 Weighted average ordinary shares outstanding- diluted 268.3 279.3 270.3 283.8 (1) Certain noteworthy items impacting operating income in 2016 and 2015 are described in this schedule. The items shown with thecaption "as adjusted" are non-GAAP measures. (2) The effective tax rate used in the U.S. GAAP financial statements were 10.9% and 15.8% for the three months ended December 31, 2016 and 2015, respectively, and 14.3% and 15.8% for the twelve months ended December31, 2016 and 2015, respectively. Reconciling items are generally taxed at the effective tax rate. However, after adjusting to exclude the applicable tax impact associated with non-cash pension expenses, the adjusted effective tax rates for the fourth quarter and twelve months ended December 31, 2016 were 14.9% and 16.8%, respectively. After adjusting the underlying annual tax rate to exclude the impact associated with expenses for legacy litigation in the second quarter, the adjusted effective tax rates for both the fourth quarter and twelve months of 2015 was 17.9%.
  • 17. 16 Appendix C: Reconciliation of Non-GAAP Measures 2006-2009 Full Year ended December 31, 2006 Full Year ended December 31, 2007 Full Year ended December 31, 2008 Full Year ended December 31, 2009 (millions) Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing GAAP Disclosures As Reported Total revenue 5,855 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595 Compensation and benefits 3,521 610 41 4,172 3,704 576 61 4,341 3,969 553 59 4,581 4,038 493 66 4,597 Other general expenses 1,527 246 (17) 1,756 1,652 197 41 1,890 1,812 165 30 2,007 1,794 144 39 1,977 Total operating expenses 5,048 856 24 5,928 5,356 773 102 6,231 5,781 718 89 6,588 5,832 637 105 6,574 Operating income (loss) 807$ 36$ (83)$ 760$ 1,047$ 87$ (131)$ 1,003$ 947$ 107$ (114)$ 940$ 1,003$ 100$ (82)$ 1,021$ Operating margin 13.8% 4.0% 11.4% 16.4% 10.1% 13.9% 14.1% 13.0% 12.5% 14.7% 13.6% 13.4% Reclassifications Other general expenses Foreign currency remeasurement gains (losses) $ 1 $ 1 $ - $ 2 $ 14 $ (3) $ 2 $ 13 $ 38 $ 2 $ - $ 40 $ (30) $ (1) $ 5 $ (26) Other income (expense) Foreign currency remeasurement gains (losses) $ 2 $ 13 $ 40 $ (26) Restated Total revenue 5,855 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595 Compensation and benefits 3,521 610 41 4,172 3,704 576 61 4,341 3,969 553 59 4,581 4,038 493 66 4,597 Other general expenses 1,528 247 (17) 1,758 1,666 194 43 1,903 1,850 167 30 2,047 1,764 143 44 1,951 Total operating expenses 5,049 857 24 5,930 5,370 770 104 6,244 5,819 720 89 6,628 5,802 636 110 6,548 Operating income (loss) 806$ 35$ (83)$ 758$ 1,033$ 90$ (133)$ 990$ 909$ 105$ (114)$ 900$ 1,033$ 101$ (87)$ 1,047$ Operating margin 13.8% 3.9% 11.3% 16.1% 10.5% 13.7% 13.5% 12.7% 12.0% 15.1% 13.7% 13.8% Non-GAAP Disclosures As Reported Revenue - as adjusted $ 5,840 $ 892 $ (59) $ 6,673 $ 6,403 $ 860 $ (29) $ 7,234 $ 6,728 $ 825 $ (25) $ 7,528 $ 6,835 $ 737 $ 23 $ 7,595 Operating income (loss) - as reported 807 36 (83) 760 1,047 87 (131) 1,003 947 107 (114) 940 1,003 100 (82) 1,021 Restructuring charges 139 17 3 159 75 10 - 85 239 15 - 254 381 31 - 412 Amortization of intangible assets 38 - - 38 38 1 - 39 63 2 - 65 93 - - 93 Hewitt related costs - - - - - - - - 2 - - 2 - - - - Legacy receivables write-off - - - - - - - - - - - - - - - - Transaction related costs - proxy - - - - - - - - - - - - - - - - Headquarter relocation costs - - - - - - - - - - - - - - - - Pension curtailment/adjustment - - - - - - - - 6 1 1 8 (54) (20) (4) (78) Anti-bribery and compliance initiatives - - - - - - - - 42 - - 42 7 - - 7 Resolution of U.K. balance sheet reconciliation difference - - - - - - 15 15 - - - - - - - - Benfield integration costs - - - - - - - - - - - - 15 - - 15 Reinsurance litigation - - - - 21 - - 21 - - - - - - - - Gain on sale of Cambridge preferred stock investment - - - - - - - - - - - - - - - - Endurance - - - - - - - - - - - - - - - - Contingent commissions (15) - - (15) - - - - - - - - - - - - Operating income (loss) - as adjusted $ 969 $ 53 $ (80) $ 942 $ 1,181 $ 98 $ (116) $ 1,163 $ 1,299 $ 125 $ (113) $ 1,311 $ 1,445 $ 111 $ (86) $ 1,470 Operating margin - adjusted 16.6% 5.9% 14.1% 18.4% 11.4% 16.1% 19.3% 15.2% 17.4% 21.1% 15.1% 19.4% Restated Revenue, as adjusted $ 5,840 $ 892 $ (59) $ 6,673 $ 6,403 $ 860 $ (29) $ 7,234 $ 6,728 $ 825 $ (25) $ 7,528 $ 6,835 $ 737 $ 23 $ 7,595 Operating income (loss) - as adjusted $ 969 $ 53 $ (80) $ 942 $ 1,181 $ 98 $ (116) $ 1,163 $ 1,299 $ 125 $ (113) $ 1,311 $ 1,445 $ 111 $ (86) $ 1,470 1 1 - 2 14 (3) 2 13 38 2 - 40 (30) (1) 5 (26) Operating income (loss) - as adjusted $ 968 $ 52 $ (80) $ 940 $ 1,167 $ 101 $ (118) $ 1,150 $ 1,261 $ 123 $ (113) $ 1,271 $ 1,475 $ 112 $ (91) $ 1,496 Operating margin - adjusted 16.6% 5.8% 14.1% 18.2% 11.7% 15.9% 18.7% 14.9% 16.9% 21.6% 15.2% 19.7% Reclassification - Foreign currency remeasurement gains (losses)
  • 18. 17 Appendix C: Reconciliation of Non-GAAP Measures 2010-2013 Full Year ended December 31, 2010 Full Year ended December 31, 2011 Full Year ended December 31, 2012 Full Year ended December 31, 2013 (millions) Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing Risk Solutions HR Solutions Unallocated Continuing GAAP Disclosures As Reported Total revenue 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287 7,632 3,925 (43) 11,514 7,789 4,057 (31) 11,815 Compensation and benefits 3,939 1,041 117 5,097 4,179 2,286 102 6,567 4,260 2,360 4,385 2,455 Other general expenses 1,743 383 63 2,189 1,944 1,147 23 3,114 1,879 1,276 1,864 1,284 Total operating expenses 5,682 1,424 180 7,286 6,123 3,433 125 9,681 6,139 3,636 6,249 3,739 Operating income (loss) 1,307$ 121$ (202)$ 1,226$ 1,414$ 348$ (156)$ 1,606$ 1,493$ 289$ (186)$ 1,596$ 1,540$ 318$ (187)$ 1,671$ Operating margin 18.7% 7.8% 14.4% 18.8% 9.2% 14.2% 19.6% 7.4% 13.9% 19.8% 7.8% 14.1% Reclassifications Other general expenses Foreign currency remeasurement gains (losses) $ (21) $ - $ 3 $ (18) $ 1 $ 12 $ (3) $ 10 Other income (expense) Foreign currency remeasurement gains (losses) $ (18) $ 10 Restated Total revenue 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287 Compensation and benefits 3,939 1,041 117 5,097 4,179 2,286 102 6,567 Other general expenses 1,722 383 66 2,171 1,945 1,159 20 3,124 Total operating expenses 5,661 1,424 183 7,268 6,124 3,445 122 9,691 Operating income (loss) 1,328$ 121$ (205)$ 1,244$ 1,413$ 336$ (153)$ 1,596$ Operating margin 19.0% 7.8% 14.6% 18.7% 8.9% 14.1% Non-GAAP Disclosures As Reported Revenue - as adjusted $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287 $ 7,632 $ 3,925 $ (43) $ 11,514 $ 7,789 $ 4,057 $ (31) $ 11,815 Operating income (loss) - as reported 1,307 121 (202) 1,226 1,414 348 (156) 1,606 1,493 289 (186) 1,596 1,540 318 (187) 1,671 Restructuring charges 115 57 - 172 65 48 - 113 35 66 - 101 94 80 - 174 Amortization of intangible assets 114 40 - 154 129 233 - 362 126 297 - 423 115 280 - 395 Hewitt related costs - 19 21 40 - 47 - 47 - - - - - - - - Legacy receivables write-off - - - - 18 - - 18 - - - - - - - - Transaction related costs - proxy - - - - - - 3 3 - - - - - - - - Headquarter relocation costs - - - - - - - - - - 24 24 - - 5 5 Pension curtailment/adjustment - - 49 49 - - - - - - - - - - - - Anti-bribery and compliance initiatives 9 - - 9 - - - - - - - - - - - - Resolution of U.K. balance sheet reconciliation difference - - - - - - - - - - - - - - - - Benfield integration costs - - - - - - - - - - - - - - - - Reinsurance litigation - - - - - - - - - - - - - - - - Gain on sale of Cambridge preferred stock investment - - - - - - - - - - - - - - - - Endurance - - - - - - - - - - - - - - - - Contingent commissions - - - - - - - - - - - - - - - - Operating income (loss) - as adjusted $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149 $ 1,654 $ 652 $ (162) $ 2,144 $ 1,749 $ 678 $ (182) $ 2,245 Operating margin - adjusted 22.1% 15.3% 19.4% 21.6% 17.9% 19.0% 21.7% 16.6% 18.6% 22.5% 16.7% 19.0% Restated Revenue, as adjusted $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287 Operating income (loss) - as adjusted $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149 (21) - 3 (18) 1 12 (3) 10 Operating income (loss) - as adjusted $ 1,566 $ 237 $ (135) $ 1,668 $ 1,625 $ 664 $ (150) $ 2,139 Operating margin - adjusted 22.4% 15.3% 19.6% 21.6% 17.6% 19.0% Reclassification - Foreign currency remeasurement gains (losses)
  • 19. 18 Appendix C: Reconciliation of Non-GAAP Measures 2014-2016 UPDATE
  • 20. 19 Appendix D: Intangible Asset Amortization Schedule Intangible Asset Amortization by Segment ($ millions) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Risk Solutions $93 $114 $129 $126 $115 $109 $109 $105 $123 $118 HR Solutions - $40 $233 $297 $280 $243 $205 $172 $136 $91 Total $93 $154 $362 $423 $395 $352 $314 $277 $259 $209
  • 21. Investor Relations Scott Malchow scott.malchow@aon.com Office: +44 (0) 20 7086 0100 Steven Krall steven.krall@aon.com Office: 312-381-3353 Erika Shouldice erika.shouldice@aon.com Office: 312-381-5957 Adam Klauss adam.klauss@aon.com Office: 312-381-1801