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Aon plc Second Quarter 2013 Results Jl 26 2013 July 26, 2013

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Page 1: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Aon plcSecond Quarter 2013 ResultsJ l 26 2013July 26, 2013

Page 2: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Greg CaseGreg CaseChief Executive Officer

Christa DaviesChief Financial OfficerChief Financial Officer

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Page 3: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

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

The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements: general economic conditions in different countries in which Aon does business around the world, including conditions is the European Union relating to sovereign debt and the Euro; changes in the competitive environment; 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; rating agency actions that could affect Aon's ability to borrow funds; fluctuations in exchange and interest rates that could influence revenue and expense; the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions; the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries; the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from g g g p gerror and omissions claims against Aon; the failure to retain and attract qualified personnel; 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 effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits; the extent to which Aon retains existing clients and attracts new businesses and Aon’s ability to incentivize and retain key employees; the extent to which Aon manages certain risks created in connection with the various services, including fiduciary and advisory services and business process outsourcing services, among others, that Aon currently provides, or will provide in the future, to clients; the possibility that the expected efficiencies and cost savings from the merger with Hewitt Associates Inc. (“Hewitt”) will not be realized, or will not be realized within the expected time period; the risk that the Aon and Hewitt businesses will not be integrated successfully; Aon’s ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings; the potential of a system or network disruption resulting in operational interruption or improper disclosure of personal data; y g ; p y p g p p p p p ;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; and Aon’s ability to grow, develop and integrate companies that it acquires or new lines of business.

Further information concerning Aon and its business, 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. Aon does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

Explanation of Non-GAAP MeasuresThis communication includes supplemental information related to organic revenue, free cash flow and several additional measures including expenses, margins and income per share, that exclude the effects of restructuring charges, intangible asset amortization, capital expenditures, transaction and integration 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. 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

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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.

Page 4: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Key Metrics* – Delivered Continued Progress in Q2

Organic Revenue Growth across both Risk and HR Solutions Delivered strong growth of +5% in Americas in Risk Solutions

Q2’12 Q2’13

1. Organic Revenue1 +4% +3% Delivered strong growth of +5% in Americas in Risk Solutions and +6% in Consulting Services

Operating Margin Risk Solutions increased +60bps driven by strong organic

revenue and restructuring savings

1. Organic Revenue +4% +3%

2. Operating Margin2 18.6% 18.5% g g HR Solutions declined -50bps as an unfavorable revenue mix

shift and investments in long-term growth more than offset organic revenue and restructuring savings

EPS

Y-o-Y change -10 bps

3. Earnings per Share2 $1.02 $1.11 Solid earnings growth driven by organic revenue, lower effective

tax rate and effective capital management Repurchased approximately $225 million of ordinary shares

3. Earnings per Share $1.02 $1.11Y-o-Y change +9%

Free Cash FlowI d ki it l f d $43 5 illi4. Free Cash Flow3 $226M $271

Y-o-Y change +20%

* The key metrics above are non-GAAP measures that are reconciled in the appendix of this presentation

Improved working capital performance and a $43.5 million favorable impact from settlement of a non-recurring one-time legal matter more than offset a $41 million increase in cash taxes, pension contributions and capital expenditures

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The key metrics above are non GAAP measures that are reconciled in the appendix of this presentation 1 Organic revenue excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items. Change in

organic revenue, a non-GAAP measure, is reconciled to the corresponding U.S. GAAP percent change in revenue in Appendix A of this presentation2 Certain noteworthy items impacted Operating Income and Earnings per Share in the second quarter of 2013 and 2012. A Reconciliation of Non-GAAP

Measures for Operating income and Diluted Earnings per Share is in Appendix B of this presentation3 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 can be found in Appendix A of this presentation

Page 5: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Organic Revenue¹ – Growth Across Both Risk and HR

Q2 Americas: Growth across all regions driven by new

business generation in US Retail and Canada, and strong management of the renewal book portfolio

Q2’12 Q2’13

Risk Solutionsstrong management of the renewal book portfolio across all regions, particularly Latin America

International: Growth in New Zealand, France and emerging markets, partially offset by a modest decline in Germany

Americas 4% 5%

International 3% 3%

Retail 4% 4%

Reinsurance 7% 2% Reinsurance: Growth in net new business in

international treaty placement and capital market transactions and advisory business, partially offset by an unfavorable market impact and higher cedent retentions

Reinsurance 7% 2%

Total Risk Solutions +4% +3%

HR SolutionsConsulting 3% 6%

Outsourcing 6% 0%

Q2 Consulting: Strong growth in retirement and

investment consulting and modest growth in communications consulting

Total HR Solutions +4% +2%

Total Aon +4% +3%

Outsourcing: Growth in net new client wins and demand for discretionary services in HR BPO and healthcare exchanges offset by an anticipated modest decline in benefits administration

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1 Organic revenue excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items. Change in organic revenue, a non-GAAP measure, is reconciled to the corresponding U.S. GAAP percent change in revenue in Appendix A of this presentation

Page 6: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Investment in the Business - Positioned for Long-Term Growth“We believe Aon is in a unique position. Solid long-term operating performance, combined withexpense discipline and strong cash flow, continues to enable substantial investment in colleagues andcapabilities to better serve clients.”

Risk Solutions HR SolutionsRisk Solutions HR Solutions

Roll-out of the Revenue Engine and Client Promise internationally to drive greater retention/rollover rates

Global Risk Insight Platform (GRIP), which is the

Significant investments in health care exchanges enabling clients to begin transitioning their participants to a market-based, defined contribution model for healthcare, while addressing

world’s leading global repository of risk and insurance placement information

Aon Broking initiative to better match client needs with insurer appetite for risk

unsustainable healthcare cost increases and decreasing population health

Expanding in high-growth areas for both current clients and new markets; focused on innovative

l ti t d i k i l d idi Aligning our global health and benefits platform to

broaden our global distribution channel and strengthen deep brokerage capabilities

Further development of data and analytics capability

solutions to de-risk pension plans and providing a broader set of advisory and advocacy solutions to our clients’ employees to enable greater choice and improve decision-making on their retirement and health care options

Further development of data and analytics capability at Aon Benfield to strengthen already industry leading client serving capability

Expansion of content and global footprint through tuck-in acquisitions that increase scale in emerging

Expansion of our industry-leading benefits administration solutions and technology platform, including extensive mobile solutions

Expansion of our international footprint to support a

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markets or expand capability to better serve clients global workforce, with investments in key talent and capabilities across Asia and emerging markets

Page 7: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

EPS – Firm Positioned for Improved Long-Term EPS Growth

“Our solid financial performance has absorbed significant investments made in areas such as theGlobal Risk Insight Platform and in healthcare exchanges, strengthening our industry-leading platformfor long-term growth, strong free cash flow generation and increased financial flexibility.”

($ millions) Q2’12 Q2’13

Net Income from Continuing Operations1 $341 $353et co e o Co t u g Ope at o s $3 $353Y-o-Y change +4%

Earnings Per Share1 $1.02 $1.11Y-o-Y change +9%

$341$353

$1.02

$1.11

Net Income¹ EPS¹Q2’12 Q2’13

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1 Certain noteworthy items impacted Earnings per Share in the second quarter of 2013 and 2012. A Reconciliation of Non-GAAP Measures for Diluted Earnings per Share is in Appendix B of this presentation

Page 8: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Operating Margins – Progress Against Long-Term Targets

CommentsPositive Impact

Q2’12 Q2’13Risk Solutions

($ millions)

Organic revenue growth of +3% Restructuring savings of ~$6 million

Negative Impact Unfavorable investment income impact of $2

illi 10b

Operating Income1 $416 $437Y-o-Y change +5%

Operating Margin1 21.9% 22.5%Y o Y change +60 bps million, or -10bps

Unfavorable impact from foreign currency translation of -10bps

Y-o-Y change +60 bps

HR Solutions CommentsHR Solutions

Operating Income1 $143 $142Y-o-Y change -1%

Operating Margin1 15.4% 14.9%

Positive Impact Organic revenue growth of +2% Estimated restructuring savings of ~$15 million

Negative ImpactU f bl i hift

g gY-o-Y change -50 bps

Unfavorable revenue mix shift Continued investment in long-term growth

opportunities

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1 Certain noteworthy items impacted Earnings per Share in the second quarter of 2013 and 2012. A Reconciliation of Non-GAAP Measures for Diluted Earnings per Share is in Appendix B of this presentation

Page 9: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Long-Term Operating Margin Targets

21.6%22.4% 21.6% 21.7%

26%Risk Solutions* 1. Deliver $16 million of remaining restructuring

savings by the end of 2013 and $23 million by

the end of 2014

2 Continued rollout of Revenue Engine

16.6%18.2% 18.7%

2. Continued rollout of Revenue Engine

internationally

3. Aon Broking and GRIP related initiatives

4. Increases in short-term interest rates

5. Improvements in GDP or insurance pricing

2006 2007 2008 2009 2010 2011 2012 Target

%

11.7%14.9% 15.2% 15.3%

17.6% 16.6%

22%HR Solutions* 1. Deliver $33 million of remaining restructuring

savings by the end of 2013 and $28 million by

the end of 2014

2. Growth in the core business and return on

i t l i t t i l di h lth

5.8%

incremental investments including health care

exchanges

3. Improvement in HR Business Process

Outsourcing

8* See Appendix C for Non-GAAP reconciliation

2006 2007 2008 2009 2010 2011 2012 Target

Page 10: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Unallocated Expenses & Non-Operating Segment Information

Q2’12 Q2’13QuarterlyGuidance

Comments Unallocated expenses includes an increase in run-rate

expenses related to the Company’s redomicile to the UK

I t t fl t d li i b th th

($ millions)

Unallocated Expenses1 ($34) ($44) ($45)

Interest Income $2 $2 $1

Interest expense reflects a decline in both the average rate and total amount of debt outstanding

Other Income includes a $4 million net gain due to the favorable impact of exchange rates on remeasurement of assets and liabilities in non-functional currencies and

$2 illi t i t i C d lifInterest Expense ($57) ($48) ($55)

Other Income1 12 $6 -

a $2 million net gain on certain Company owned life insurance plans and other long-term investments

Effective tax rate declined to 26.4%. The Company currently expects that its full-year effective tax rate for 2013 will be approximately 26.0%, but the tax rate for 2013 h d di di t t

Effective Tax Rate 27.5% 26.4% -

Minority interest ($8) ($11) ($11)

2013 may change depending upon discrete tax adjustments and the geographic distribution of income. The Company currently expects that over time the reduction in its effective tax rate on net income from continuing operations will be greater than previously anticipated

Actual common sharesoutstanding at 6-30-13 (million)

N/A 307.5 - Actual common shares outstanding declined due to the Company’s share repurchase program. The Company repurchased $225 mil or 3.5 mil of ordinary shares in the second quarter. Estimated Q3’13 dilutive share count is ~316.5 mil subject to share price

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movement, share issuance and share repurchase1 Certain noteworthy items impacted Earnings per Share in the second quarter of 2013 and 2012. A Reconciliation of Non-GAAP Measures for Diluted

Earnings per Share is in Appendix B of this presentation

Page 11: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Solid Balance Sheet with Strong Free Cash Flow Growth

Balance Sheet($ mil)

Cash Flow from Operations($ mil)

Mar 31,2013

Jun 30,2013

Cash $408 $266

Improved working capital performance and a $43.5 million favorable impact from settlement of a non-recurring one-time legal matter more than offset a $41 million

$284$333

Short-Term Investments $352 $307

Total Debt $4 572 $4 439 Free Cash Flow 1

increase in cash taxes

Q2'12 Q2'13

Total Debt $4,572 $4,439

Total Aon Shareholders’ Equity $7,579 $7,559

ee Cas o($ mil)

Reflects an increase in cash flow from operations, partially offset by a $4 million

$271q y $ , $ ,

Total Debt to Capital 37.6% 37.0%

offset by a $4 million increase in capital expenditures

Q2'12 Q2'13

$226

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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 can be found in Appendix A of this presentation

Q2'12 Q2'13

Page 12: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Increasing Free Cash Flow

Uses of Cash ($mil) 2012 2013 2014 2015 2016 2017 2018Pension Contributions¹ $638 $548 $463 $396 $355 $318 $231- Pension Expense (non-cash) $53 ↓ ↓ ↓ ↓ ↓ ↓

Restructuring – Cash $143 $158 $75 $29 $14 $10 $ 10Capital Expenditures $269 $274 $280 $285 $291 $297 $303

Estimated Net Annual Increase to FCF $70 $162 $108 $50 $35 $81Estimated Net Annual Increase to FCF $70 $162 $108 $50 $35 $81

Cumulative Net Annual Increase to FCF $70 $232 $340 $390 $425 $506

Cumulative FCF increase of $506 million annually

Uses of Free Cash Flow ($mil)Dividends $204

Cumulative FCF increase of $506 million annually

Share Repurchase2 $1,125- $3.5 billion of authorized share repurchase available

M & A $162

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1 Estimate based on current actuarial assumptions as of 12/31/12 measurement date. Expect to be fully funded on a GAAP basis by end of 2016 for qualified plans2 The Company repurchased $300 million Class A Ordinary Shares in the first quarter and $225 million Class A Ordinary Shares in the second quarter of 2013

Page 13: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Summary – Continued Long-Term Value Creation

Positioned for sustainable long-term growth

Significant leverage to an improving global economy and insurance pricingSignificant leverage to an improving global economy and insurance pricing

Investing in colleagues and capabilities around the globe to better serve clients

Opportunity for long-term operating margin improvement

Strong balance sheet and free cash flow generation with declining uses of required cash outlays

Increased financial flexibility and effective capital allocation is expected to drive significant shareholder value

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Page 14: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

A diAppendix

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Page 15: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Appendix A: Reconciliation of Non-GAAP Measures – Organic Revenue and Free Cash FlowReconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow (Unaudited)

Organic Revenue (Unaudited)

Less: Acquisitions, Organic

Three Months Ended

Less:

(millions)June 30,

2013June 30,

2012Commissions, Fees and OtherRisk Solutions Segment:

Retail brokerageAmericas 826$ 794$ 4 % (1) % - % 5 %International 736 717 3 (1) 1 3

Divestitures & Other

Revenue (2)

Percent Change

Currency Impact (1)

International 736 717 3 (1) 1 3 Total Retail brokerage 1,562 1,511 3 (1) - 4

Reinsurance brokerage 376 380 (1) (2) (1) 2 Total Risk Solutions 1,938 1,891 2 (1) - 3

HR Solutions Segment:388 366 6 (1) 1 6

Outsourcing 578 570 1 - 1 - Intrasegment (10) (5) N/A N/A N/A N/A

Consulting services

Intrasegment (10) (5) N/A N/A N/A N/ATotal HR Solutions 956 931 3 - 1 2

Total Operating Segments 2,894$ 2,822$ 3 % (1) % 1 % 3 %

Free Cash Flow (Unaudited) Three Months Ended Six Months Ended

June 30, 2013

June 30, 2012

June 30, 2012

Cash Provided By (Used For) Operations 333$ 284$ 17 % 269$ 44 %Less: Capital Expenditures (62) (58) 7 (129) (5)

Free Cash Flow (3) 271$ 226$ 20 % 140$ 89 %

387$ (122) 265$

Percent Change

June 30, 2013

Percent Change (millions)

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

(2) Organic revenue excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items.

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

Page 16: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Appendix B: Reconciliation of Non-GAAP Measures – Operating Income and Diluted Earnings per ShareReconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share (Unaudited) (1)

(millions)Risk

SolutionsHR

Solutions

Unallocated Income & Expense Total

Revenue 1,944$ 956$ (3)$ 2,897$

Three Months Ended June 30, 2013

Operating income (loss) - as reported 391$ 36$ (45)$ 382$ Restructuring charges 17 36 - 53 Intangible asset amortization 29 70 - 99 Headquarters relocation costs - - 1 1

Operating income (loss) - as adjusted 437$ 142$ (44)$ 535$ Operating margins - as adjusted 22.5% 14.9% N/A 18.5%

Three Months Ended June 30, 2012

(millions)Risk

SolutionsHR

Solutions

Unallocated Income & Expense Total

Revenue 1,899$ 931$ (9)$ 2,821$ Operating income (loss) - as reported 384$ 58$ (48)$ 394$

Restructuring charges 2 11 - 13 Intangible asset amortization 30 74 - 104 Headquarters relocation costs - - 14 14

O ti i (l ) dj t d 416$ 143$ (34)$ 525$Operating income (loss) - as adjusted 416$ 143$ (34)$ 525$ Operating margins - as adjusted 21.9% 15.4% N/A 18.6%

(millions except per share data) 2013 2012Operating income - as adjusted 535$ 525$

Interest income 2 2 Interest expense (48) (57)

Three Months EndedJune 30,

p ( ) ( )Other income 6 12

Income before income taxes - as adjusted 495 482 Income taxes (2) 131 133

Net income - as adjusted 364 349 Less: Net income attributable to noncontrolling interests 11 8

Net income attributable to Aon shareholders - as adjusted 353$ 341$

Diluted net income per share attributable to Aonshareholders - as adjusted 1 11$ 1 02$

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shareholders - as adjusted 1.11$ 1.02$ Weighted average ordinary shares outstanding - diluted 317.1 335.6

(1) Certain noteworthy items impacting operating income in 2013 and 2012 are described in this schedule. The items shown with the caption "as adjusted" are non-GAAP measures.(2) The effective tax rate is 26.4% and 27.5% for the three months ended June 30, 2013 and 2012, respectively and 26.2% and 27.8% for the six months ended June 30, 2013

and 2012, respectively. Adjusting items are generally taxed at the effective tax rate.

Page 17: 2Q13 Presentation - Final · This communication contains cert ain statements related to future results, or states our intentions, beliefs and expectations orpredictions for the future

Appendix C: Reconciliation of Non-GAAP Measures 2006-2011Full Year ended December 31, 2006 Full Year ended December 31, 2007 Full Year ended December 31, 2008 Full Year ended December 31, 2009 Full Year ended December 31, 2010 Full Year ended December 31, 2011

(millions except per share data)Risk

SolutionsHR

Solutions Unallocated ContinuingRisk

SolutionsHR

Solutions Unallocated ContinuingRisk

SolutionsHR

Solutions Unallocated ContinuingRisk

SolutionsHR

Solutions Unallocated ContinuingRisk

SolutionsHR

Solutions Unallocated ContinuingRisk

SolutionsHR

Solutions Unallocated ContinuingSegments

ReportedTotal 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 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287

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 3,939 1,041 117 5,097 4,179 2,286 102 6,567 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 1,743 383 63 2,189 1,944 1,147 23 3,114

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 5,682 1,424 180 7,286 6,123 3,433 125 9,681

Operating income (loss) 807$ 36$ (83)$ 760$ 1,047$ 87$ (131)$ 1,003$ 947$ 107$ (114)$ 940$ 1,003$ 100$ (82)$ 1,021$ 1,307$ 121$ (202)$ 1,226$ 1,414$ 348$ (156)$ 1,606$ 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% 18.7% 7.8% 14.4% 18.8% 9.2% 14.2%

Interest income 69 100 64 16 15 18 Interest expense (129) (138) (126) (122) (182) (245) Other income (expense) - as adjusted 38 58 1 34 - 5 Income before income taxes 738$ 1,023$ 879$ 949$ 1,059$ 1,384$

ReclassificationsOther general expensesForeign currency remeasurement gains (losses) $ 1 $ 1 $ - $ 2 $ 14 $ (3) $ 2 $ 13 $ 38 $ 2 $ - $ 40 $ (30) $ (1) $ 5 $ (26) $ (21) $ - $ 3 $ (18) $ 1 $ 12 $ (3) $ 10

Other income (expense)Foreign currency remeasurement gains (losses) $ 2 $ 13 $ 40 $ (26) $ (18) $ 10

SegmentsRestatedTotal 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 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287

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 3,939 1,041 117 5,097 4,179 2,286 102 6,567 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 1,722 383 66 2,171 1,945 1,159 20 3,124

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 5,661 1,424 183 7,268 6,124 3,445 122 9,691

Operating income (loss) 806$ 35$ (83)$ 758$ 1,033$ 90$ (133)$ 990$ 909$ 105$ (114)$ 900$ 1,033$ 101$ (87)$ 1,047$ 1,328$ 121$ (205)$ 1,244$ 1,413$ 336$ (153)$ 1,596$ O ti i 13 8% 3 9% 11 3% 16 1% 10 5% 13 7% 13 5% 12 7% 12 0% 15 1% 13 7% 13 8% 19 0% 7 8% 14 6% 18 7% 8 9% 14 1%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% 19.0% 7.8% 14.6% 18.7% 8.9% 14.1%

Interest income 69 100 64 16 15 18 Interest expense (127) (125) (86) (148) (200) (235) Other income (expense) - as adjusted 38 58 1 34 - 5 Income before income taxes 738$ 1,023$ 879$ 949$ 1,059$ 1,384$

Non-GAAPAs DisclosedRevenue - 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 $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287

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 1,307 121 (202) 1,226 1,414 348 (156) 1,606 Restructuring charges 139 17 3 159 75 10 - 85 239 15 - 254 381 31 - 412 115 57 - 172 65 48 - 113 Amortization of intangible assets 38 - - 38 38 1 - 39 63 2 - 65 93 - - 93 114 40 - 154 129 233 - 362 Hewitt related costs - - - - - - - - 2 - - 2 - - - - - 19 21 40 - 47 - 47 Legacy receivables write-off - - - - - - - - - - - - - - - - - - - - 18 - - 18 Transaction related costs proxy 3 3Transaction related costs - proxy - - - - - - - - - - - - - - - - - - - - - - 3 3 Pension curtailment/adjustment - - - - - - - - 6 1 1 8 (54) (20) (4) (78) - - 49 49 - - - - Anti-bribery and compliance initiatives - - - - - - - - 42 - - 42 7 - - 7 9 - - 9 - - - - 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 $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149

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% 22.1% 15.3% 19.4% 21.6% 17.9% 19.0%Interest income 69 100 64 16 15 18 Interest expense (129) (138) (126) (122) (168) (245) Other income (expense) - as adjusted (13) 22 46 34 - 24

Income before income taxes - as adjusted $ 869 $ 1,147 $ 1,295 $ 1,398 $ 1,497 $ 1,946 Income taxes 283 361 358 380 433 531 Net income attributable to non-controlling interests 10 13 16 45 26 31

Income attributable to Aon stockholders - as adjusted $ 576 $ 773 $ 921 $ 973 $ 1,038 $ 1,384 Diluted earnings per share - as adjusted 1.69$ 2.37$ 3.02$ 3.34$ 3.48$ 4.06$ Weighted average common shares outstanding - diluted 345.8 326.9 304.5 291.1 298.1 340.9

RestatedRevenue, 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 $ 6,989 $ 1,545 $ (22) $ 8,512 $ 7,537 $ 3,781 $ (31) $ 11,287

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 $ 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149

1 1 - 2 14 (3) 2 13 38 2 - 40 (30) (1) 5 (26) (21) - 3 (18) 1 12 (3) 10 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 $ 1,566 $ 237 $ (135) $ 1,668 $ 1,625 $ 664 $ (150) $ 2,139

Reclassification - Foreign currency remeasurement gains (losses)

16

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% 22.4% 15.3% 19.6% 21.6% 17.6% 19.0%Interest income 69 100 64 16 15 18 Interest expense (129) (138) (126) (122) (168) (245)

Other income (expense) - as adjusted (13) 22 46 34 - 24

2 13 40 (26) (18) 10 Other income (expense) - as adjusted (11) 35 86 8 (18) 34

Income before income taxes - as adjusted $ 869 $ 1,147 $ 1,295 $ 1,398 $ 1,497 $ 1,946 Income taxes 283 361 358 380 433 531 Net income attributable to non-controlling interests 10 13 16 45 26 31

Income attributable to Aon stockholders - as adjusted $ 576 $ 773 $ 921 $ 973 $ 1,038 $ 1,384 Diluted earnings per share - as adjusted 1.69$ 2.37$ 3.02$ 3.34$ 3.48$ 4.06$ Weighted average common shares outstanding - diluted 345.8 326.9 304.5 291.1 298.1 340.9

Reclassification - Foreign currency remeasurement gains (losses)

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Appendix C: Reconciliation of Non-GAAP Measures 2012Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share (Unaudited) (1)

(millions)Risk

SolutionsHR

Solutions

Unallocated Income & Expense Total

Revenue 7,632$ 3,925$ (43)$ 11,514$ Operating income (loss) - as reported (2) 1,493$ 289$ (186)$ 1,596$

Restructuring charges (3) 35 66 - 101

Twelve Months Ended December 31, 2012

g g ( )Intangible asset amortization 126 297 - 423 Headquarters relocation costs - - 24 24

Operating income (loss) - as adjusted 1,654$ 652$ (162)$ 2,144$ Operating margins - as adjusted 21.7% 16.6% N/A 18.6%

(millions)Risk

SolutionsHR

Solutions

Unallocated Income & Expense Total

Twelve Months Ended December 31, 2011

Revenue 7,537$ 3,781$ (31)$ 11,287$Operating income (loss) - as reported (2) 1,413$ 336$ (153)$ 1,596$

Restructuring charges 65 48 - 113 Intangible asset amortization 129 233 - 362 Legacy receivables write-off 18 - - 18 Headquarters relocation costs - - 3 3 Hewitt related costs - 47 - 47

Operating income (loss) - as adjusted 1,625$ 664$ (150)$ 2,139$ Operating margins - as adjusted 21.6% 17.6% N/A 19.0%

(millions except per share data) 2012 2011Operating income - as adjusted 2,144$ 2,139$

Interest income 10 18 Interest expense (228) (245) Other income - as reported 3 15

Headquarters relocation costs 2 - Loss on debt extinguishment - 19

Other income - as adjusted (2) 5 34

Twelve Months EndedDecember 31,

j ( )Income from continuing operations before income taxes -

as adjusted 1,931 1,946 Income taxes (4) 504 531

Income from continuing operations - as adjusted 1,427 1,415 Less: Net income attributable to noncontrolling interests 27 31

Income from continuing operations attributable to Aon shareholders - as adjusted 1,400$ 1,384$

Diluted earnings per share from continuing operations - as adjusted 4.21$ 4.06$

Weighted average ordinary shares outstanding - diluted 332.6 340.9

17

g g y g

(1) Certain noteworthy items impacting operating income in 2012 and 2011 are described in this schedule. The items shown with the caption "as adjusted" are non-GAAP measures.(2) Beginning in 2012, amounts related to gains and losses on foreign currency transactions have been included in Other income. These amounts in prior periods, which were

historically included in Other general expenses, have been reclassified to conform with the current presentation. The amounts reclassified in the three and twelve months endedDecember 31, 2011 were $5 million and $10 million, respectively, of income from Other general expenses to Other income.

(3) During the three months ended December 31, 2012, a reversal of previously recognized restructuring expense of $3 million related to the 2007 restructuring plan was recorded inthe Risk Solutions segment. The 2007 plan is no longer presented in the attached restructuring disclosure.

(4) Tax rate for continuing operations is 25.2% and 27.0% for the three months ended December 31, 2012 and 2011, respectively, and 26.1% and 27.3% for the twelve months endedDecember 31, 2012 and 2011, respectively.

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Appendix D: Intangible Asset Amortization Schedule

Intangible Amortization by Segment

($ millions) 2009 2010 2011 2012 2013 2014 2015 2016

Risk Solutions $93 $114 $129 $126 $113 $94 $79 $67

HR Solutions - $40 $233 $297 $279 $240 $209 $175

Total $93 $154 $362 $423 $392 $334 $288 $242

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Investor RelationsScott Malchowscott malchow@aon [email protected]: +44 (0) 207-086-0100

Erika [email protected]: 312-381-5957