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Aon plc Fourth Quarter and Full Year 2019 Results January 31, 2020

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Page 1: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

Aon plc

Fourth Quarter and Full Year 2019 Results

January 31, 2020

Page 2: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

1

Greg Case

Chief Executive Officer

Christa Davies

Chief Financial Officer

Michael O’Connor

Co-President

Eric Andersen

Co-President

Page 3: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

2

Safe Harbor Statement

This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are

forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks

and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking

statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts that address

activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, growth in

commissions and fees, changes to the composition or level of our revenues, cash flow and liquidity, expected tax rates, business strategies, competitive strengths,

goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, are forward-looking statements. Also, when we

use the words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “probably”, “potential”, “looking forward”, or similar expressions, we are making

forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements: general economic and political conditions

in different countries in which Aon does business around the world, including the U.K.’s expected withdrawal from the European Union; 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 or increasing borrowing costs; rating agency actions that could affect Aon's ability to borrow

funds; volatility in our tax rate due to a variety of different factors, including U.S. tax reform; 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 United States, 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 of 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 perform 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

continue, and the costs and the costs and risks associated with, growing, developing and integrating 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; Aon’s ability to implement initiatives intended to yield cost savings, and the ability to achieve those cost savings; risks and uncertainties in

connection with the sale of our divested business; and our ability to realize the expected benefits from our restructuring plan.

Any or all of Aon’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon’s performance. The factors identified above are

not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Further information concerning Aon and

its businesses, including factors that potentially could materially affect Aon’s financial results, is contained in Aon’s filings with the SEC. See Aon’s Annual Report on

Form 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30,

2019, and Aon’s additional reports filed with the SEC 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.

Page 4: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

3

2019 GAAP Financials From Continuing Operations

Explanation of Non-GAAP Measures

This communication includes supplemental information related to organic revenue growth, free cash flow, adjusted operating margin, and adjusted earnings per

share for continuing operations that exclude the effects of intangible asset amortization, restructuring, capital expenditures, and certain other noteworthy items that

affected results for the comparable periods. Organic revenue growth includes the impact of intercompany activity and excludes foreign exchange rate changes,

acquisitions, divestitures, transfers between revenue lines, fiduciary investment income, and gains or losses on derivatives accounted for as hedges. 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 to the closest U.S.

GAAP measure for each non-GAAP measure presented in this press release are provided in the attached appendices. Supplemental organic revenue growth

information and additional measures that exclude the effects of certain items noted above do not affect net income or any other U.S. GAAP reported

amounts. Free cash flow is cash flow from operating activity less capital expenditures. The effective tax rate, as adjusted, excludes the applicable tax impact

associated with expenses for estimated intangible asset amortization, restructuring, and certain other noteworthy items. 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, which can be found at www.aon.com. Industry peers provide similar supplemental

information regarding their performance, although they may not make identical adjustments.

Q4’19 FY’19

Total Revenue 4% 2%

Operating Margin 18.2% 19.7%

Earnings Per Share $1.58 $6.37

Cash Flows from Operations $1,835M

Page 5: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

4

Table of Contents

Page(s)

Leading Global Professional Services Firm Enabled by Data & Analytics 5

Strategically Positioned to Achieve the Growth Potential of the Firm 6

Management Summary

Delivered Significant Improvement While Investing for Future Growth 8

Aon United Driving Long-Term Momentum 9

Quarterly & Full Year (FY) Performance

Performance Across Key Metrics: Q4 / FY 11

Organic Revenue Overall Performance: Q4 / FY 12

Organic Revenue Solution Line Summary: Q4 13

Operating Income & Margin Performance: Q4 / FY 14

Successfully Completed Restructuring Program: 15

Earnings Per Share (EPS) Performance: Q4 / FY 16

Non-Operating Segment Financials: Q4 17

Delivering Long-Term Growth

Client Challenges are Increasing, Demanding Better Insight & Solutions 19

Drivers of Sustainable Mid-Single-Digit or Greater Organic Growth 20

Investing to Drive Client Innovation Across High Growth Areas 21

Free Cash Flow (FCF) Drives Long-Term Shareholder Value

Financial Flexibility and Cash Generation Set Stage for Further Growth 23

Declining Uses of Cash Will Substantially Increase Capital Flexibility 24

Positioned to Unlock Significant Long-Term Value Creation (ROIC + Free Cash Flow) 25

Appendices 26 - 37

Page 6: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

5

Leading Global Professional Services Firm Enabled by Data & Analytics

Aon is the leading global professional services firm providing

advice and solutions in Risk, Retirement and Health at a

time when those topics have never been more important to

the global economy. Aon develops insights—driven by data

and delivered by experts—that reduce the volatility our

clients face and help them maximize their performance

$125Brisk premium

placed annually

120countries in

which Aon

operates

50kAon colleagues

around the

world

ENABLED BY

DATA & ANALYTICS

RISK RETIREMENT HEALTH

$3.5Tin assets under

advisement1

$180Bof healthcare premium

directed annually

Aon provides risk advisory, commercial

risk and reinsurance solutions to help

clients better identify, quantify and

manage their risk exposure

Aon provides actuarial, investment and

bundled retirement solutions to help clients

design and implement secure, equitable

and sustainable retirement programs

Aon provides consulting, global benefits

and exchange solutions to help clients

mitigate rising health care costs and

improve employee health and well-being

Aon combines proprietary data,

technology, and advisory services to

develop insights that help clients reduce

volatility and improve performance

1 As of 6/30/2019, includes non-discretionary assets advised by AHIC and its global affiliates which includes retainer clients and clients in which AHIC and its

global affiliates have performed project services for over the past 12 months. Project clients may not currently engage AHIC at the time of the calculation of

assets under advisement as the project may have concluded earlier during preceding 12-month period.

Page 7: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

6

Strategically Positioned to Achieve the Growth Potential of the Firm

Page 8: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

7

Management Summary

Page 9: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

8

Delivered Significant Improvement While Investing for Future Growth

Strong Finish to the Year with Quarterly Performance Against Key Metrics1

▪ Organic Revenue growth of +7%; including growth of 5% or greater in four of the five solution lines

▪ Operating Margin expansion of +210 basis points and operating income growth of +12%; primarily reflecting strong organic

revenue growth, increased operating leverage and savings from restructuring initiatives, partially offset by incremental

reinvestment of savings in long-term growth

▪ Earnings per Share (EPS) growth of +17%; primarily reflecting strong organic revenue growth, operational strength, and

effective capital management, as highlighted by $450 million of share repurchase in the quarter. Results were partially offset by a

($0.04) unfavorable impact from FX translation

Delivered Significant Improvement in 2019 While Continuing to Take Steps to Strengthen the Firm

▪ Organic Revenue growth of +6%; reflecting continued acceleration to the highest level achieved in over 15 years

▪ Operating Margin expansion of +250 basis points and operating income growth of +12%; reflecting operating margin of

27.5% despite significant investments in long-term growth and operational improvement initiatives

▪ Earnings per Share (EPS) growth of +12%; absorbing a ($0.23) unfavorable impact from foreign currency translation and a

higher effective tax rate

▪ Free Cash Flow (FCF) growth of +11% to $1,610M for the full year; primarily reflecting strong operational improvement and a

$15 million decrease in capital expenditures. Growth in the year was partially offset by approximately $130 million of net cash

payments related to certain litigation settlements

Investing in Client Innovation and Increased Operating Leverage to Enable Acceleration of Long-Term Growth

▪ Disproportionally investing in high-growth areas of client need: Developing more innovative and differentiated client solutions

through organic and inorganic investments to build, buy, and scale industry-defining content and capabilities in priority areas that

capitalize on positions of strength in existing markets and unlock net new opportunities that increase our total addressable market

▪ Investing in productivity improvements: We are capitalizing on benefits of scale and driving greater operating leverage with

investments in a single operating model and our Aon Business Services (ABS) organization; improving the effectiveness of our

operations and enabling increased insight, connectivity, and scalability

1 Reflects performance from continuing operations. The results presented on this page are non-GAAP measures that are reconciled to their corresponding U.S.

GAAP measures in the Appendices of this presentation.

Page 10: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

9

Aon United Driving Long-Term Momentum1

1 Reflects performance from continuing operations. The results presented on this page are non-GAAP measures that are reconciled to their corresponding U.S.

GAAP measures in the Appendices of this presentation.

Driving Towards Mid-Single Digit Organic Revenue Growth or Greater Over the Long-Term

▪ Driven by three areas: delivering client value driving continued improvement in core businesses, portfolio mix shift towards

areas of faster growing client demand and data & analytic driven solutions, and net new opportunities that unlock an increase to

our total addressable market

Expected Long-Term Operating Margin Expansion Beyond Near-Term Restructuring Savings Initiatives

▪ Driven by three areas: accelerating top-line growth, portfolio mix-shift to higher contribution margin businesses, and increased

operating leverage from on-going productivity improvements resulting from the Aon United operating model and our Aon

Business Services organization

Expect to Deliver Double-Digit Free Cash Flow Growth Over the Long-Term

▪ Primarily driven by operating income improvement and continued progress on working capital initiatives, with

additional upside in 2020 and 2021 as required uses of cash for pension, restructuring initiatives, and capital expenditures are

expected to free up over $455 million of discretionary cash by the end of 2021

▪ Additional opportunity for increased debt driven by improvement in operational performance, a decline in restructuring

charges between 2019 to 2020 and improvement in the funded status of our pension liability

Disciplined Capital Management Approach based on Return on Invested Capital (ROIC)

▪ All capital allocation decisions based on ROIC, noting share repurchase continues to be our highest return opportunity

currently based on our strong free cash flow generation outlook, highlighted by $2.0 billion of share repurchase in 2019

▪ Significant financial flexibility to deploy capital driven by strong free cash flow generation and opportunity for increased debt

Translating into a Significant Shareholder Value Creation Opportunity

▪ We believe double-digit free cash flow growth combined with an expected reduction in total shares outstanding represents a

significant long-term shareholder value creation opportunity

Page 11: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

10

Quarterly & FY Performance

Page 12: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

11

Improvement Across Key Metrics1 in Both Q4 and the Full Year

1 Reflects performance from continuing operations. The results presented on this page are non-GAAP measures that are reconciled to their corresponding U.S.

GAAP measures in the Appendices of this presentation.

Q4’18 Q4’19 FY’18 FY’19

Organic Revenue +6% +7% +5% +6%

Operating Margin 25.8% 27.9% 25.0% 27.5%

Year-over-Year +210 bps +250 bps

Earnings Per Share $2.16 $2.53 $8.16 $9.17

Year-over-Year +17% +12%

Free Cash Flow $1,446M $1,610M

Year-over-Year +11%

Page 13: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

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Organic Revenue1 – Accelerating to Record Levels of Growth

1 Reflects performance from continuing operations. Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in

Appendix A of this presentation.

▪ Organic revenue growth of +7% overall in the fourth quarter, including growth of +5% or greater in four of the five

solution lines; primarily reflects strong new business generation globally across the portfolio and improved retention

and penetration of existing clients within the renewal book

▪ Full year organic revenue growth accelerated to +6%, our strongest level of organic growth in over 15 years;

highlighted by each of the five solution lines contributing similar or improved growth compared to the prior year

▪ Reported revenue increased +2% for the full year, including a (3%) unfavorable impact from FX translation and a

(1%) unfavorable impact from divestitures, net of acquisitions

Q4’18 Q4’19 FY’18 FY’19

Commercial Risk Solutions +4% +7% +6% +7%

Reinsurance Solutions +8% +17% +7% +10%

Retirement Solutions +4% +3% +2% +2%

Health Solutions +8% +5% +5% +5%

Data & Analytic Services +9% +6% +3% +4%

Total Aon +6% +7% +5% +6%

Page 14: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

13

Commercial Risk Solutions▪ Organic revenue growth of +7% reflects growth across every major geography, highlighted by double-digit growth in the U.S. and

Latin America, primarily driven by double-digit new business generation and strong management of the renewal book portfolio

▪ Results in the U.S. reflect a strong performance in core property & casualty, including record retention, as well as double-digit

growth in transaction liability driven by new business wins

▪ On average globally, exposures and pricing were both modestly positive; resulting in a modestly positive market impact overall

Reinsurance Solutions▪ Organic revenue growth of +17% reflects double-digit growth across every major business, highlighted by continued net new

business generation globally and strong growth in catastrophe bonds within capital markets transactions

▪ Market impact was modestly positive to results in the fourth quarter

Retirement Solutions▪ Organic revenue growth of +3% reflects growth across every major business, with particular strength in the Human Capital practice

driven by strong demand for our rewards and assessment services

▪ We saw solid growth in Investments, primarily driven by double-digit growth in delegated investment management

▪ Results also reflect modest growth in core retirement driven by strong retention and project-related work

Health Solutions▪ Organic revenue growth of +5% reflects strong growth globally in health and benefits brokerage, including growth across every

major geography and highlighted by particular strength internationally

▪ In the US, we saw strong new business generation and double-digit growth in voluntary benefits, a specific area of continued

investment driven by increased client demand

▪ Results were partially offset by a modest decline in project-related work within the health care exchange business

Data & Analytic Services▪ Organic revenue growth of +6% primarily reflects strong growth globally across our affinity business, with particular strength in the

US driven by double-digit new business generation

▪ Results also reflect solid growth in the Aon Inpoint and ReView businesses driven by strong retention

Quarterly Summary of Organic Revenue Growth1 Across Solutions Lines

1 Reflects performance from continuing operations. Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in

Appendix A of this presentation.

Page 15: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

14

Operating Margin1 – Increased Operating Leverage Driving Results

1 Reflects performance from continuing operations. Operating income and operating margin are non-GAAP measures that are reconciled to their corresponding

U.S. GAAP measures in Appendix B of this presentation.

25.8% 25.0%

27.9% 27.5%

Q4 FY

$716

$2,697

$804

$3,025

Q4 FY

Operating Income ($ millions)

Operating Margin (%)

Q4 Commentary:

▪ Organic revenue growth of +7%, including strong

growth in priority areas of disproportionate

investment

▪ Incremental restructuring savings contributed $54

million, or +190 basis points, to operating

performance, before any potential reinvestment

▪ Foreign exchange translation had a ($10) million

unfavorable impact on operating income and an

immaterial impact to operating margin

FY Commentary:

▪ Organic growth of +6%, reflecting acceleration

across the portfolio

▪ Incremental restructuring savings contributed $169

million, or +150 basis points, to operating

performance, before any potential reinvestment

▪ Foreign exchange translation had a ($68) million

unfavorable impact on operating income and an

immaterial impact to operating margin

Operating results in both periods include the

absorption of investment in long-term growth

Page 16: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

15

Successfully Completed Restructuring Program Activities

($ millions) Q4’19

Total

Program

% of Plan

Completed

Workforce Reduction $94 $619 100%

Technology Rationalization $10 $119 100%

Lease Consolidation $16 $69 100%

Asset Impairments $7 $53 100%

Other Associated Costs $43 $573 100%

Total Restructuring Charges2 $170 $1,433 100%

Capital Expenditures $30 $167 100%

Cash Spend (excluding CapEx) $93 $1,318 85%

Total Savings $162 $580 91%

▪ Recognized $162 million of total savings in

the fourth quarter, an increase of $54

million year-over-year, and annualized

savings of $529 million for full year

2019, before any potential reinvestment

▪ Expect to deliver $580 million of

annualized savings in 2020, before any

potential reinvestment, reflecting $51

million of incremental savings, which will

be realized throughout the year and

reported as part of overall operating

performance in 2020

▪ Invested approximately $1,485 million

in total restructuring cash over the

three-year period (2017-2019), including

$1,318 million of cash charges and $167

million of incremental capital expenditure

investment

▪ Expect to deliver return on investment

of 39%, before any potential reinvestment,

as these restructuring initiatives contribute

to future operating leverage through

improved productivity over the long-

term

1 Reflects the Company’s best estimates as of January 31, 2020 , and the Company disclaims any obligations to update whether a result of new information,

future events, or otherwise. Actual results may differ materially.

2 Includes $115 million of non-cash expense. Total cash charges are estimated at approximately $1,485 million, including capital expenditures..

$166

$360

$529 $580

2017 2018 2019 2020e

Restructuring Savings ($ millions)

1

Page 17: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

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EPS1 – Double-Digit Growth Despite Unfavorable FX Translation

1 EPS from continuing operations is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in Appendix B of this presentation.

▪ Earnings growth in both periods reflects strong organic revenue growth, significant operational improvement and

effective capital management, partially offset by unfavorable FX translation

▪ Foreign currency translation had a ($0.04) per share unfavorable impact in the fourth quarter and a ($0.23) per share

unfavorable impact for the full year 2019

o If currency were to remain stable at today’s rates, we would expect an unfavorable impact of approximately

($0.05) per share, or approximately ($15) million operating income, in the first quarter of 2020

▪ Results in the fourth quarter also include a ($0.02) per share impact recorded in other expense reflecting net losses

due to the unfavorable impact of FX rates on the remeasurement of assets and liabilities in non-functional currencies

▪ Repurchased 2.3 million ordinary shares for approximately $450 million in the fourth quarter; totaling 10.5 million for

approximately $2.0 billion in 2019

$8.16 $9.17

FY'18 FY'19

$2.16 $2.53

Q4'18 Q4'19

Q4 EPS from Continuing Operations FY EPS from Continuing Operations

Page 18: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

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Non-Operating Financials

▪ Interest income increased $4 million primarily due to

the currency composition of operating cash

▪ Interest expense increased $10 million reflecting

higher outstanding debt balances

▪ Pension expense in the fourth quarter reflects $6

million of settlement charges in the UK, partially offset

by $3 million of pension income

▪ Effective tax rate decreased due primarily to

changes in geographical mix of income

▪ For the full year, the effective tax rate

increased to 17.5%. The prior year period

included a significant net favorable impact

from discrete items

▪ Actual common shares outstanding decreased to

232.1 million with approximately 2.9 million additional

dilutive equivalents. The Company repurchased 2.3

million ordinary shares for approximately $450 million

in Q4. Estimated Q1’20 beginning dilutive share

count is ~235.3 million subject to share price

movement, share issuance and share repurchase

1 Represents non-GAAP financials. See the Appendix B of this presentation for a reconciliation of non-GAAP numbers to their corresponding U.S. GAAP

measures.

($ millions) Q4’18 Q4’19

Interest Income $0 $4

Interest Expense ($70) ($80)

Pension Income (Expense)1$11 ($3)

Other Income (Expense) ($14) ($4)

Effective Tax Rate1 16.5% 15.7%

Non Controlling Interest ($8) ($8)

Actual Common Shares

Outstanding240.1 232.1

Page 19: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

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Delivering Long-Term Growth

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Client Challenges are Increasing, Demanding Better Insight & Solutions

▪ In today’s evolving world, nearly every organization, industry and

economy is confronting more challenges than ever before, while

at the same time most organizations report the view that they are

less prepared than ever before

▪ Aon’s global survey revealed the top 15 challenges reported by

clients; most are underserved today due to less historical

experience and data available to predict, measure or manage these

challenges

▪ As a result, risk readiness has declined to its lowest level in 12

years, and more concerning is that these challenges are very likely

to grow in intensity over the next few years

▪ At Aon, we are focused on bringing the full force of our firm to

our clients by developing innovative solutions and applying data &

analytics to better inform and prepare them for the future

▪ The steps we have taken around Aon United, combined with

significant investment in content and capability, all reinforce and

amplify our ability to increase relevance with clients

▪ Helping a client improve operational performance, reduce

volatility or strengthen their capital position is at the core of our

mission

Insights from +2,600 clients, across 33

industries, from 60 countries

Current Top 15 Challenges in 2019

Economic slowdown / slow recovery

Damage to reputation / brand

Accelerated rates of changes in market factors

Business interruption

Increasing competition

Cyber attacks / data breach

Commodity price risk

Cash flow / liquidity risk

Failure to innovate / meet customer needs

Regulatory / legislative change

Failure to attract or retain top talent

Distribution or supply chain failure

Capital availability / credit risk

Disruptive technologies

Political risk / uncertainties

Page 21: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

20

▪ Strong track record of developing innovative,

first-to-market solutions that unlock new

addressable markets

▪ Formed our New Ventures Group (NVG) to

incubate and scale our most significant growth

stage opportunities

3% 3%4% 4%

5%6%

2014 2015 2016 2017 2018 2019

▪ When we bring the best of the firm through our Aon

United strategy, we win more, retain more, and do

more with clients

▪ High-recurring revenue profile, with retention rates

of ~95% on average across the portfolio

▪ Driving 50% more new business generation2 with

clients in our Enterprise Client Group and are serving

3x as many clients this way

World Bank

Cat Bond

US

Mortgage

Risk

Healthcare

Exchanges

Drivers of Sustainable Mid-Single-Digit or Greater Organic Growth

FY Organic Revenue Growth1

1 Reflects performance from continuing operations. Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in

Appendix A of this presentation.

2 Compared to similar clients not served through our Enterprise Client Group

Delivering Client Value in the Core

Portfolio Shift to High-Growth Areas of Demand Innovation at Scale to Unlock Net New

▪ Disproportionally investing organically and

inorganically to differentiate our value proposition

in targeted businesses with attractive growth and

margin characteristics

▪ Priority areas are growing organically at higher

rates than the overall portfolio, with significant

opportunity to scale over time

▪ Over the last five years, we’ve invested more than

$3B in 86 high priority area acquisitions and

divested 84 non-core businesses for more than $5B

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Investing to Drive Client Innovation Across Attractive Growth Markets1

Strategically investing to build, buy, and scale industry-defining content and capabilities

across the portfolio driven by a disciplined return on invested capital framework

Priority areas are growing high-single or double-digits organically

with higher than average margin profiles and have significant opportunity to scale globally given

attractive market characteristics

Examples of Portfolio Shift to High-Growth Examples of Innovation to Unlock Net New

$6B premium cyber market3

growing double-digits and significantly underpenetrated compared to

more than $600B of estimated losses4

Less than 5% of $200B small

commercial market served digitally6

and 40% of small businesses lack insurance7

85% of the S&P 500 market cap value today is

$20T of intangible assets8,

with no risk protection for IP

Delegated investment management market of

$1.8T global AUM, growing 10%1

compared to $74T of global AUM2

Sources: 1) Pension & Investments, 2019 ; 2) Boston Consulting Group, 2019 ; 3) Aon, 2019 ; 4) Center for Strategic & International Studies, 2018 ; 5) Aon, 2019 ;

6) Novarica, 2019 ; 7) McKinsey ; 8) Aon, 2019 ; 9) Aon, 2019.

Global average medical trend rate

growing nearly 500bps fasterthan general inflation rate5

Created a market that has transferred over

$24B of credit riskon 8.3 million residential mortgages loans valued

at more than $1.9T9

Data &

Analytic

Services

Commercial

Risk

Solutions

Reinsurance

Solutions

Retirement

Solutions

Commercial

Risk

Solutions

Health

Solutions

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22

Free Cash Flow (FCF) Drives Long-Term

Shareholder Value

Page 24: Aon plc › ... › 2019 › q4 › 4Q19-Presentation-Final.pdfForm 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,

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$1,446 $1,610

FY'18 FY'19

Financial Flexibility and Cash Generation Set Stage for Further Growth

1 Reflects performance from continuing operations. Free cash flow is non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure, in

Appendix A of this presentation.

2 Debt to EBITDA is calculated based on trailing twelve-month EBITDA using GAAP financials for continuing operations.

▪ Manage the balance sheet focused on current

investment grade ratings, which are important for the

firm to maintain

▪ Debt to EBITDA on a GAAP basis is expected to

decline in 2020 as restructuring charges were

completed as of the fourth quarter of 2019

▪ Will evaluate incremental debt based on remaining

within the target leverage ratio ranges of each of the

various rating agencies

▪ Opportunity for incremental debt as EBITDA grows,

restructuring costs wind down and pension liability

improves, providing significant financial flexibility over

the next few years to invest in value creation or return

of capital to shareholders

Free Cash Flow1

($ millions)

▪ Cash flows from operations increased $149 million, or

+9%, primarily reflecting strong operational performance

▪ Growth in the year was partially offset by approximately

$130 million of net cash payments related to certain

litigation settlements

▪ Free cash flow increased $164 million, or +11%, also

reflecting a $15 million decrease in capital expenditures

▪ Expect to deliver double-digit free cash flow growth over

the long-term

Balance Sheet($ millions)

Sep 30

2019

Dec 31

2019

Cash $602 $790

Short-term Investments $177 $138

Total Debt $7,268 $7,339

Shareholders’ Equity $3,492 $3,375

Debt to EBITDA2 2.7x 2.7x

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252135 124 129

425415

18015

240

225

180

175

2018 2019 2020 2021

Pension Restructuring CapEx

1

Declining Uses of Cash1 Expected to Substantially Increase Capital Flexibility

$319

$917

$775

$484

Accelerated Growth and Operational Improvement

Continued Progress on Working Capital Initiatives

Declining Required Uses of Cash to Free Up +$455 million by the end of 2021

1

2

3

Expected strong free cash flow growth in 2020+ is expected to support significant investments

in long-term growth opportunities and the return of excess capital to shareholders

1 Reflects the Company’s best estimates as of January 31, 2020 , and the Company disclaims any obligations to update whether a result of new information,

future events, or otherwise. Actual results may differ materially.

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11.7%

23.5%

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Positioned to Unlock Significant Long-Term Shareholder Value Creation

1 Return on Invested Capital (ROIC) is a non-GAAP measure. A reconciliation can be found in Appendix E.

2 Free Cash Flow Margin is a non-GAAP measure. A reconciliation can be found in Appendix F.

3 Reflects performance from continuing operations.

4 Reflects the Company’s best estimates as of January 31, 2020 , and the Company disclaims any obligations to update whether a result of new information, future

events, or otherwise. Actual results may differ materially.

Return on Invested Capital1 (%)

8.2%

19.1%

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Free Cash Flow Margin2 (%)

Expected free cash flow growth of 10%+

annually while reducing share count

Unlocks substantial long-term

shareholder value creation

2019 Free Cash Flow3

of $1.6 billion

Declining uses of cash4 to contribute

+$455 million before any growth

Operating income growth + working

capital improvements

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Appendix

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27

Commercial Risk Solutions

Q1'17 Q2'17 Q3'17 Q4'17 2017 Q1’18 Q2’18 Q3’18 Q4’18 2018 Q1’19 Q2’19 Q3’19 Q4’19 2019

Total Revenue1 ($M) $989 $1,041 $915 $1,218 $4,163 $1,184 $1,166 $1,029 $1,273 $4,652 $1,118 $1,167 $1,057 $1,331 $4,673

Organic Growth1 (%) 2% 2% (1%) 5% 2% 4% 6% 8% 4% 6% 6% 6% 7% 7% 7%

Place over

$60Bof bound premium

each year

Global leader with

+20,000 colleagues around the

world

Retention rates

+90%on average in Retail

Brokerage

Retail Brokerage:

▪ Our dedicated teams of risk experts utilize the industry’s most comprehensive

data and analytics capabilities to provide clients with distinctive risk advice that

empowers results for their organizations

▪ Through our specialty-focused organizational structure, colleagues in 120

countries around the world dive deep into their areas of expertise to develop

unparalleled insights around industry verticals and lines of business to best

deliver value to clients in today’s complex and integrated risk environment

Global Risk Consulting:

▪ World leading provider of risk consulting services supporting clients in better

understanding and managing their risk profile through identifying and

quantifying the risks they face by assisting them with the selection and

implementation of the appropriate risk transfer, risk retention, and risk mitigation

solutions, and by ensuring the continuity of their operations through claims

consulting

Cyber Solutions:

▪ One of the industry’s premier resources in cyber risk management; our strategic

focus extends to identifying and protecting critical digital assets supported by

best-in-class transactional capabilities, enhanced coverage expertise, deep

carrier relationships, and incident response expertise

Captives:

▪ Leading global captive insurance solutions provider; managing +1,100

insurance entities worldwide including captives, protected segregated and

incorporated cell facilities, as well as entities that support Insurance Linked

Securities and specialist insurance and reinsurance companies

1 Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure for the above historical periods that have been

restated on page 21 of the Company’s fourth quarter 2017 press release dated February 2, 2018, for the new revenue recognition accounting standard

effective in the first quarter of 2018.

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28

Reinsurance Solutions

Treaty:

▪ Addresses underwriting and capital objectives on a portfolio

level, allowing our clients to more effectively manage the

combination of premium growth, return on capital and rating

agency interests. This includes the development of more

competitive, innovative and efficient risk transfer options.

Facultative:

▪ Empowers clients to better understand, manage and transfer risk

through innovative facultative solutions and the most efficient

access to the global facultative markets

Capital Markets:

▪ Global investment bank with expertise in M&A, capital raising,

strategic advice, restructuring, recapitalization services, and

insurance–linked securities

▪ Works with insurers, reinsurers, investment firms, banks, and

corporations to manage complex commercial issues through the

provision of corporate finance advisory services, capital markets

solutions, and innovative risk management products

Place over

$30Bof bound premium

each year

#1treaty and facultative

brokerage

23consecutive

quarters of net new

business in core

treaty

Place over

$35Bof bound premium

each year

#1issuer of insurance-

linked securities

+35consecutive

quarters of net new

business in core

treaty

Q1'17 Q2'17 Q3'17 Q4'17 2017 Q1’18 Q2’18 Q3’18 Q4’18 2018 Q1’19 Q2’19 Q3’19 Q4’19 2019

Total Revenue1 ($M) $671 $345 $257 $153 $1,426 $742 $380 $279 $162 $1,563 $788 $420 $291 $187 $1,686

Organic Growth1 (%) 4% 6% 10% 20% 6% 6% 8% 8% 8% 7% 9% 12% 5% 17% 10%

1 Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure for the above historical periods that have been

restated on page 21 of the Company’s fourth quarter 2017 press release dated February 2, 2018, for the new revenue recognition accounting standard

effective in the first quarter of 2018.

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29

Approximately

$3.5T of pension assets

under independent

advisory

Retirement Solutions

Retirement:

▪ The Retirement practice is dedicated to navigating the risk and opportunities

associated with retirement and investing to optimize performance and financial

security for institutions and individuals

▪ Retirement Consulting specializes in providing organizations across the globe

with strategic design consulting on their retirement programs, actuarial services,

and risk management – including pension de-risking, governance, integrated

pension administration and legal and compliance consulting

Human Capital:

▪ We deliver advice and solutions that help clients accelerate business outcomes

by improving the performance of their people

▪ We support the full employee lifecycle from assessment and selection of the right

talent to the design, alignment and benchmarking of compensation to business

strategy and performance outcomes

Investments:

▪ Provides public and private companies and other institutions with advice on

developing and maintaining investment programs across a broad range of plan

types, including defined benefit plans, defined contribution plans, endowments

and foundations

▪ Our delegated investment solutions offer ongoing management of investment

programs and fiduciary responsibilities either in a partial or full discretionary

model for multiple asset owners. We partner with clients to deliver our scale and

experience to help them effectively manage their investments, risk, governance

and potentially lower costs

Q1'17 Q2'17 Q3'17 Q4'17 2017 Q1’18 Q2’18 Q3’18 Q4’18 2018 Q1’19 Q2’19 Q3’19 Q4’19 2019

Total Revenue2 ($M) $385 $388 $492 $489 $1,754 $424 $431 $501 $509 $1,865 $420 $419 $484 $494 $1,817

Organic Growth2 (%) 2% 1% 6% 4% 3% - 3% 2% 4% 2% 2% 1% 3% 3% 2%

1 As of 6/30/2019, includes non-discretionary assets advised by AHIC and its global affiliates which includes retainer clients and clients in which AHIC and its

global affiliates have performed project services for over the past 12 months. Project clients may not currently engage AHIC at the time of the calculation of

assets under advisement as the project may have concluded earlier during preceding 12-month period.

2 Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure for the above historical periods that have been restated

on page 21 of the Company’s fourth quarter 2017 press release dated February 2, 2018, for the new revenue recognition accounting standard effective in the

first quarter of 2018.

1+10,000organizations trust

Aon’s advice and

solutions

Global leader with

+7,000 colleagues around

the world

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30

Health Solutions

Aon Health Solutions helps organizations confidently navigate the evolving

health and benefits landscape while continuously adapting their approach

and strategy to provide greater choice, affordability and wellbeing.

Consulting & Brokerage:

▪ Develops and implements innovative, customized health and benefits

strategies for clients of all sizes across industries and geographies to

manage risk, drive engagement, and increase accountability

▪ Partners with insurers and other strategic partners to develop and

implement new and innovative solutions.

▪ Delivers specialized expertise and solutions across a range of areas

such as pharmacy, voluntary benefits, and regulatory

▪ Leverages proprietary, world-class, analytics and technology to help

clients make informed decisions and manage healthcare outcomes

Global Benefits:

▪ Advises multinational companies on range of topics including program

design and management, financing optimization, and enhanced

employee experience

▪ Assists employers in navigating and managing complex regulatory and

compliance requirements in countries in which they operate

Healthcare Exchanges:

▪ Helps transform how employers sponsor, structure, and deliver

healthcare strategies for both active and retiree populations

Place over

$30Bof health premium

with a full set of

solutions

#1provider of fully and

self-insured health

care exchanges

Global leader with

+8,000 colleagues in 90

countries

Q1'17 Q2'17 Q3'17 Q4'17 2017 Q1’18 Q2’18 Q3’18 Q4’18 2018 Q1’19 Q2’19 Q3’19 Q4’19 2019

Total Revenue1 ($M) $428 $281 $277 $526 $1,512 $451 $309 $278 $558 $1,596 $486 $317 $279 $585 $1,667

Organic Growth1 (%) 15% 4% 4% 6% 7% - 7% 8% 8% 5% 5% 6% 2% 5% 5%

1 Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure for the above historical periods that have been

restated on page 21 of the Company’s fourth quarter 2017 press release dated February 2, 2018, for the new revenue recognition accounting standard

effective in the first quarter of 2018.

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31

Data & Analytic Services

Affinity:

▪ Specializes in developing, marketing and administering

customized insurance programs and specialty market

solutions for affinity organizations and their members or

affiliates

Aon InPoint:

▪ Draws on Aon’s proprietary database (Global Risk Insight

Platform) and is dedicated to making insurers more

competitive through providing data, analytics, engagement

and consulting

ReView:

▪ Draws on Aon’s proprietary database and broker market

knowledge to provide advisory services analysis and

benchmarking to help reinsurers more effectively meet the

needs of cedents through the development of more

competitive, innovative and efficient risk transfer options

+300associations and

organizations

benefit from Aon’s

affinity solutions

Affinity partners with

+140insurance carrier

partners

Aon InPoint

accesses

+$1Tof total premium

data over 10 year

history

Q1'17 Q2'17 Q3'17 Q4'17 2017 Q1’18 Q2’18 Q3’18 Q4’18 2018 Q1’19 Q2’19 Q3’19 Q4’19 2019

Total Revenue1 ($M) $273 $281 $287 $299 $1,140 $294 $277 $263 $271 $1,105 $336 $286 $271 $291 $1,184

Organic Growth1 (%) 6% 4% 2% 12% 5% 1% -4% 5% 9% 3% 5% 4% 3% 6% 4%

1 Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure for the above historical periods that have been

restated on page 21 of the Company’s fourth quarter 2017 press release dated February 2, 2018, for the new revenue recognition accounting standard

effective in the first quarter of 2018.

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32

Appendix A: Q4 and Full Year Reconciliation of Non-GAAP Measures –

Organic Revenue Growth & Free Cash Flow

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33

Appendix B: Q4 and Full Year Reconciliation of Non-GAAP Measures –

Operating Margin and Diluted Earnings per Share

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34

Beginning in Q1 of 2018, Aon adopted a new accounting standard that shifted the financial components of net periodic

pension cost and net periodic postretirement benefit cost from above the line in compensation and benefits expense to

below the line in other income / expense.

Based on current assumptions, our best estimate is approximately $4 million of non-cash pension income per

quarter as part of other income / expense in 2020, excluding all other items we do not forecast that could be

favorable or unfavorable in any given period.

Appendix C: Other Income/Expense Under New Pension Accounting

Standard Effective 1/1/2018 (ASU No. 2017-07)

(millions) Q1’19 Q2’19 Q3’19 Q4’19

FY

2019

Other income (expense) – Pension – Non-GAAP $4 $5 $3 ($3) $9

Other income (expense) – Other ($4) $1 ($1) ($4) ($8)

Total Other income (expense) – Non-GAAP $0 $6 $2 ($7) $1

Pension Settlements $0 $0 $0 $0 $0

Total Other income (expense) – GAAP $0 $6 $2 ($7) $1

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35

Appendix D: Intangible Asset Amortization Schedule

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36

Appendix E: Reconciliation of Return on Invested Capital (ROIC)

Return on Invested Capital (ROIC) is a non-GAAP measure calculated as adjusted net operating profit after tax (NOPAT) divided

by average invested capital (short-term debt, + long-term debt + total equity) and represents how well the Company is allocating its

capital to generate returns. The metric for the historical periods shown below was calculated using financial results for total

consolidated Aon, and therefore includes discontinued operations in connection with the sale of the outsourcing business

completed on May 1, 2017, which will not be included on a going forward basis.

(millions) FY'10 FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19

Revenue - as reported 8,512 11,287 11,514 11,815 12,045 11,682 11,627 9,998 10,770 11,013

Consolidated operating income - as reported 1,244 1,596 1,596 1,671 1,966 1,848 1,906 979 1,544 2,169

Restructuring 172 113 101 174 - - - 497 485 451

Pension adjustment 49 - - - - - - - - -

Hewitt related costs 40 47 - - - - - - - -

Transactions/Headquarter relocation costs - 3 24 5 - - 15 - - -

Legacy receivable write-off - 18 - - - - - - - -

Anti-bribery, regulatory and compliance initiative 9 - - - - - - 28 - -

Legacy Litigation - - - - 35 176 - - 75 13

Pension settlement - - - - - - 220 128 - -

Amortization of Intangible Assets 154 362 423 395 352 314 277 704 593 392

Total Adjustments 424 543 548 574 387 490 512 1,357 1,153 856

Consolidated operating income - as adjusted 1,668$ 2,139$ 2,144$ 2,245$ 2,353$ 2,338$ 2,418$ 2,336$ 2,697$ 3,025$

Adjusted Effective tax rate (%) 28.9% 27.3% 26.1% 25.4% 18.9% 17.9% 16.8% 14.9% 15.6% 17.5%

NOPAT (Adj. OI*(1-Adj. Tax Rate)) 1,186$ 1,555$ 1,584$ 1,675$ 1,908$ 1,919$ 2,012$ 1,988$ 2,276$ 2,496$

Short-term debt and current portion of long-term debt 492 337 452 703 783 562 336 299 251 712

Long-term debt 4,014 4,155 3,713 3,686 4,799 5,138 5,869 5,667 5,993 6,627

Total Debt 4,506 4,492 4,165 4,389 5,582 5,700 6,205 5,966 6,244 7,339

Total Shareholder's Equity 8,251 8,078 7,762 8,145 6,571 6,002 5,475 4,583 4,151 3,375

Noncontrolling interest 55 42 43 50 60 57 57 65 68 74

End of Period Total Invested Capital 12,812 12,612 11,970 12,584 12,213 11,759 11,737 10,614 10,463 10,788

Average Total Invested Capital 10,126 12,712 12,291 12,277 12,399 11,986 11,748 11,176 10,539 10,626

ROIC (NOPAT/Average Total Invested Capital) 11.7% 12.2% 12.9% 13.6% 15.4% 16.0% 17.1% 17.8% 21.6% 23.5%

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37

(millions) FY'10 FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19

Revenue - as reported 8,512 11,287 11,514 11,815 12,045 11,682 11,627 9,998 10,770 11,013

Cash Flow from Operations 876 1,112 1,534 1,753 1,812 2,009 2,326 669 1,686 1,835

Capital Expenditures (180) (241) (269) (229) (256) (290) (222) (183) (240) (225)

Free Cash Flow - as Reported 696 871 1,265 1,524 1,556 1,719 2,104 486 1,446 1,610

Adjustments:

2017 Restructuring initiatives (Cash + CapEx) 307 491 489

Transactions costs related to the divested business 45

Tax payments related to the divested business 940

Underlying Free Cash Flow - as Adjusted 1,778 1,937 2,099

Free Cash Flow Margin 8.2% 7.7% 11.0% 12.9% 12.9% 14.7% 18.1% 17.8% 18.0% 19.1%

Appendix F: Reconciliation of Free Cash Flow Margin

Free Cash Flow Margin is a non-GAAP measure calculated as Free Cash Flow (defined as Cash Flow from Operations less

Capital Expenditures) / Total Revenue and represents the Company’s conversion rate of revenue into cash. The metric for the

historical periods shown below was calculated using financial results for total consolidated Aon, and therefore includes

discontinued operations in connection with the sale of the outsourcing business completed on May 1, 2017, which will not be

included on a going forward basis.

1 In the fourth quarter of 2015, the Company reclassified certain cash flows related to employee shares withheld for taxes. This resulted in reclassifying $93

million, $94 million, $115 million for the years ended December 31, 2010, 2011,and 2012, respectively, from "Accounts payable and accrued liabilities" and

"Other assets and liabilities" within Cash Flows From Operating Activities, to "Issuance of shares for employee benefit plans" within Cash Flows From Financing

Activities.

1 1 1

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Investor Relations

Leslie Follmer

[email protected]

Office: 312-381-3230

Erika Shouldice

[email protected]

Office: 312-381-5957

Adam Klauss

[email protected]

Office: 312-381-1801