We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aon PLC | NYSE:AON | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 279.97 | 0 | 09:00:00 |
|
(Mark One)
|
|
|
ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2016
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
ENGLAND AND WALES
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
98-1030901
(I.R.S. Employer
Identification No.)
|
|
|
|
122 LEADENHALL STREET,
LONDON, ENGLAND
(Address of principal executive offices)
|
|
EC3V 4AN
(Zip Code)
|
+44 20 7623 5500
|
||
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of Each Class
|
|
Name of Each Exchange
on Which Registered |
Class A Ordinary Shares, $0.01 nominal value
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Risk Solutions
acts as an advisor and insurance and reinsurance broker, helping clients manage their risks via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.
|
•
|
HR Solutions
partners with organizations to solve their most complex human capital and related financial challenges in the areas of health, retirement and talent. We are dedicated to improving business performance and our clients’ employees’ experience by designing, implementing, communicating and administering a wide range of human capital, retirement, investment consulting, health care, compensation, and talent management strategies.
|
•
|
general economic and political conditions in different countries in which we do business around the world;
|
•
|
changes in the competitive environment;
|
•
|
fluctuations in exchange and interest rates that could influence revenues and expenses;
|
•
|
changes in global equity and fixed income markets that could affect the return on invested assets;
|
•
|
changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
|
•
|
the level of our debt limiting financial flexibility or increasing borrowing costs;
|
•
|
rating agency actions that could affect our ability to borrow funds;
|
•
|
the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits;
|
•
|
limits on our subsidiaries to make dividend and other payments to us;
|
•
|
the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against us;
|
•
|
the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;
|
•
|
the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries;
|
•
|
the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes;
|
•
|
failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;
|
•
|
the effects of English law on our operating flexibility and the enforcement of judgments against us;
|
•
|
the failure to retain and attract qualified personnel;
|
•
|
international risks associated with our 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;
|
•
|
our ability to develop and implement new technology;
|
•
|
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 we manage 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 we currently provide, or will provide in the future, to clients;
|
•
|
our ability to continue, and the costs associated with, growing, developing and integrating companies that we acquire or new lines of business;
|
•
|
changes in commercial property and casualty markets, commercial premium rates or methods of compensation;
|
•
|
impact of the pending sale of our Benefits Administration and HR Business Process Outsourcing Platform;
|
•
|
changes in the health care system or our relationships with insurance carriers; and
|
•
|
our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings.
|
•
|
the selling of insurance by insurance companies directly to insureds;
|
•
|
changes in our business compensation model as a result of regulatory actions or changes;
|
•
|
the establishment of programs in which state-sponsored entities provide property insurance in catastrophe prone areas or other alternative types of coverage;
|
•
|
changes in regulations relating to health and welfare plans, defined contribution and defined benefit plans, and investment consulting and asset management;
|
•
|
additional regulations promulgated by the FCA in the U.K., or other regulatory bodies in jurisdictions in which we operate; or
|
•
|
additional requirements respecting data privacy and data usage in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which data can be used by us to develop or further our product offerings.
|
•
|
the U.S. judgment must be for a debt or definite sum of money;
|
•
|
the U.S. judgment must be final and conclusive;
|
•
|
the U.S. court must, in the circumstances of the case, have had jurisdiction according to the English rules of private international law;
|
•
|
the U.S. judgment must not have been obtained by fraud;
|
•
|
the enforcement of the U.S. judgment must not be contrary to U.K. public policy; and
|
•
|
the proceedings in which the U.S. judgment was obtained must not have been conducted contrary to the rules of natural justice.
|
•
|
difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure and legal and compliance costs associated with multiple international locations;
|
•
|
hyperinflation in certain foreign countries;
|
•
|
imposition or increase of investment and other restrictions by foreign governments;
|
•
|
longer payment cycles;
|
•
|
greater difficulties in accounts receivable collection;
|
•
|
insufficient demand for our services in foreign jurisdictions;
|
•
|
our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;
|
•
|
restrictions on the import and export of technologies; and
|
•
|
trade barriers.
|
•
|
the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition and put pressure on pricing;
|
•
|
fluctuation in the need for insurance as the economic downturn continues, as clients either go out of business or scale back their operations, and thus reduce the amount of insurance, they procure;
|
•
|
the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;
|
•
|
the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not generally indexed for inflation and do not automatically increase with premium as does commission-based compensation; and
|
•
|
competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker.
|
Property:
|
Occupied
Square Footage
|
|
Lease
Expiration Dates
|
|
4 Overlook Point and other locations, Lincolnshire, Illinois
|
1,059,000
|
|
|
2019 – 2024
|
Tikri Campus and Unitech Cyber Park, Gurgaon, India
|
440,000
|
|
|
2015 – 2019
|
200 E. Randolph Street, Chicago, Illinois
|
428,000
|
|
|
2028
|
2601 Research Forest Drive, The Woodlands, Texas
|
414,000
|
|
|
2020
|
2300 Discovery Drive, Orlando, Florida
|
364,000
|
|
|
2020
|
199 Water Street, New York, New York
|
319,000
|
|
|
2018
|
7201 Hewitt Associates Drive, Charlotte, North Carolina
|
218,000
|
|
|
2025
|
Name
|
|
Age
|
|
Position
|
Eric Andersen
|
|
52
|
|
Chief Executive Officer, Aon Benfield. Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles at Aon during his 19 years at the Company, including as Chief Executive Officers of Aon Risk Solutions Americas from 2011 to 2013. Mr. Andersen was named Chief Executive Officer of Aon Benfield in September 2013 and an Executive Officer on February 1, 2017.
|
John Bruno
|
|
51
|
|
Executive Vice President, Enterprise Innovation & Chief Information Officer. Mr. Bruno joined Aon in September 2014 as Executive Vice President, Enterprise Innovation & Chief Information Officer and was named an Executive Officer on February 1, 2017. Prior to joining Aon, Mr. Bruno held various positions at NCR Corporation, a technology company focused on assisted and self service solutions, from 2008 to 2014, where he most recently served as Executive Vice President, Industry & Field Operations and Corporate Development. Prior to working at NCR, Mr. Bruno served in various technology positions at Goldman Sachs Group, Merrill Lynch & Co. Inc. and Symbol Technologies, Inc.
|
Gregory C. Case
|
|
54
|
|
President and Chief Executive Officer. Mr. Case became President and Chief Executive Officer of Aon in April 2005. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, the international management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice, and was a member of McKinsey’s governing Shareholders’ Committee. Prior to joining McKinsey, Mr. Case was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City.
|
Christa Davies
|
|
45
|
|
Executive Vice President and Chief Financial Officer. Ms. Davies became Executive Vice President — Global Finance in November 2007. In March 2008, Ms. Davies assumed the additional role of Chief Financial Officer. Prior to joining Aon, Ms. Davies served for 5 years in various capacities at Microsoft Corporation, an international software company, most recently serving as Chief Financial Officer of the Platform and Services Division. Before joining Microsoft in 2002, Ms. Davies served at ninemsn, an Australian joint venture with Microsoft.
|
Anthony Goland
|
|
57
|
|
Executive Vice President and Chief Human Resources Officer. Mr. Goland joined Aon in September 2015 as Executive Vice President and Chief Human Resources Officer. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, Inc., a global management consulting firm where he was a leader of the Firm’s financial services, financial inclusion, and organization practices. Prior to McKinsey, he had experience with J.P. Morgan and IBM, and before that he volunteered and served as a Sergeant in the U.S. Army Europe.
|
Peter Lieb
|
|
61
|
|
Executive Vice President, General Counsel and Company Secretary. Mr. Lieb was named Aon’s Executive Vice President and General Counsel in July 2009 and Company Secretary in November 2013. Prior to joining Aon, Mr. Lieb served as Senior Vice President, General Counsel and Secretary of NCR Corporation, a technology company focused on assisted and self-service solutions, from May 2006 to July 2009, and as Senior Vice President, General Counsel and Secretary of Symbol Technologies, Inc. from 2003 to 2006. From 1997 to 2003, Mr. Lieb served in various senior legal positions at International Paper Company, including Vice President and Deputy General Counsel. Earlier in his career, Mr. Lieb served as a law clerk to the Honorable Warren E. Burger, Chief Justice of the United States.
|
Stephen P. McGill (1)
|
|
59
|
|
Mr. McGill joined Aon in May 2005 as Chief Executive Officer of the Global Large Corporate business unit, which is now part of Aon Global. Mr. McGill was named Chief Executive Officer or Aon Risk Services Americas in January 2006 prior to being named Chairman and Chief Executive Officer, Risk Solutions in February 2008 and Group President in May 2012. Previously, Mr. McGill served as Chief Executive Officer of Jardine Lloyd Thompson Group plc.
|
Laurel Meissner
|
|
59
|
|
Senior Vice President and Global Controller. Ms. Meissner joined Aon in February 2009, and was appointed Senior Vice President and Global Controller and designated as Aon’s principal accounting officer in March 2009. Prior to joining Aon, Ms. Meissner served from July 2008 through January 2009 as Senior Vice President, Finance, Chief Accounting Officer of Motorola, Inc., an international communications company. Ms. Meissner joined Motorola in 2000 and served in various senior financial positions, including Corporate Vice President, Finance, Chief Accounting Officer.
|
Michael O’Connor
|
|
48
|
|
Chief Executive Officer, Aon Risk Solutions. Mr. O’Connor joined Aon in 2008 as Chief Operating Officer of Aon Risk Solutions and was later named Chief Risk Operating Officer, Aon Risk Solutions and Aon Benfield. In 2013, he was named Chief Executive Officer, Aon Risk Solutions and was named an Executive Officer on February 1,2017. Prior to joining Aon, Mr. O’Connor was a partner at McKinsey & Company, where he served as a leader for the North America Financial Services and North American Insurance practices.
|
Kristi A. Savacool
|
|
57
|
|
Chief Executive Officer, Aon Hewitt. Ms. Savacool joined Aon upon the completion of the merger between Aon and Hewitt Associates, Inc. and was named Chief Executive Officer of Aon Hewitt in February 2012. Prior to assuming this role, Ms. Savacool served as Co-Chief Executive Officer of Aon Hewitt from May 2011 and, prior to that, Chief Executive Officer of Benefits Administration for Aon Hewitt. Prior to the merger, Ms. Savacool served in several senior executive positions at Hewitt Associates, Inc., including Senior Vice President, Total Benefit Administration Outsourcing. Ms. Savacool joined Hewitt in 2005. Prior to joining Hewitt, Ms. Savacool held a number of executive management positions at The Boeing Company since 1985.
|
|
|
Years Ended December 31
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividends paid per share
|
|
High
|
|
Low
|
|
Dividends paid per share
|
||||||||||||
Fourth quarter
|
|
$
|
116.59
|
|
|
$
|
107.19
|
|
|
$
|
0.33
|
|
|
$
|
97.79
|
|
|
$
|
86.38
|
|
|
$
|
0.30
|
|
Third quarter
|
|
$
|
113.78
|
|
|
$
|
105.35
|
|
|
$
|
0.33
|
|
|
$
|
103.38
|
|
|
$
|
87.58
|
|
|
$
|
0.30
|
|
Second quarter
|
|
$
|
110.04
|
|
|
$
|
100.55
|
|
|
$
|
0.33
|
|
|
$
|
104.70
|
|
|
$
|
95.32
|
|
|
$
|
0.30
|
|
First quarter
|
|
$
|
104.76
|
|
|
$
|
83.83
|
|
|
$
|
0.30
|
|
|
$
|
107.08
|
|
|
$
|
89.35
|
|
|
$
|
0.25
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2)
|
||||||
10/1/16 – 10/31/16
|
|
758,923
|
|
|
$
|
110.68
|
|
|
758,923
|
|
|
$
|
2,939,315,852
|
|
11/1/16 – 11/30/16
|
|
754,296
|
|
|
$
|
111.36
|
|
|
754,296
|
|
|
$
|
2,855,317,922
|
|
12/1/16 – 12/31/16
|
|
283,323
|
|
|
$
|
112.96
|
|
|
283,323
|
|
|
$
|
2,823,314,745
|
|
|
|
1,796,542
|
|
|
|
|
1,796,542
|
|
|
|
(1)
|
Does not include commissions or other costs paid to repurchase shares.
|
(2)
|
In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased. In November 2014, our Board of Directors authorized an additional $5 billion of Class A Ordinary Shares for repurchase. In February 2017, the Board of Directors authorized a $5.0 billion increase to the then existing remaining authorization under its share repurchase program. Under each program, shares may be repurchased through open market or privately negotiated transactions, based on prevailing market conditions, funded from available capital. During
2016
, we repurchased
12.2 million
shares at an average price per share of
$102.66
for a total cost of
$1.3 billion
. The remaining authorized amount for share repurchase under our Share Repurchase Programs is $2.8 billion at
December 31, 2016
.
|
(millions except per share data)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
|
$
|
11,787
|
|
|
$
|
11,476
|
|
Fiduciary investment income
|
|
22
|
|
|
21
|
|
|
26
|
|
|
28
|
|
|
38
|
|
|||||
Total revenue
|
|
$
|
11,627
|
|
|
$
|
11,682
|
|
|
$
|
12,045
|
|
|
$
|
11,815
|
|
|
$
|
11,514
|
|
Income from continuing operations
|
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
$
|
1,148
|
|
|
$
|
1,020
|
|
Net income
|
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|
1,148
|
|
|
1,020
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
34
|
|
|
37
|
|
|
34
|
|
|
35
|
|
|
27
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
|
$
|
1,113
|
|
|
$
|
993
|
|
Basic Net Income Per Share Attributable to Aon Shareholders
|
|
$
|
5.21
|
|
|
$
|
4.93
|
|
|
$
|
4.73
|
|
|
$
|
3.57
|
|
|
$
|
3.02
|
|
Diluted Net Income Per Share Attributable to Aon Shareholders
|
|
$
|
5.16
|
|
|
$
|
4.88
|
|
|
$
|
4.66
|
|
|
$
|
3.53
|
|
|
$
|
2.99
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiduciary assets (1)
|
|
$
|
9,485
|
|
|
$
|
9,932
|
|
|
$
|
11,638
|
|
|
$
|
11,871
|
|
|
$
|
12,214
|
|
Intangible assets including goodwill
|
|
$
|
10,970
|
|
|
$
|
10,628
|
|
|
$
|
11,380
|
|
|
$
|
11,575
|
|
|
$
|
11,918
|
|
Total assets
|
|
$
|
26,615
|
|
|
$
|
26,883
|
|
|
$
|
29,572
|
|
|
$
|
30,060
|
|
|
$
|
30,296
|
|
Long-term debt
|
|
$
|
5,869
|
|
|
$
|
5,138
|
|
|
$
|
4,768
|
|
|
$
|
3,666
|
|
|
$
|
3,694
|
|
Total equity
|
|
$
|
5,532
|
|
|
$
|
6,059
|
|
|
$
|
6,527
|
|
|
$
|
8,091
|
|
|
$
|
7,701
|
|
Class A Ordinary Shares and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
0.92
|
|
|
$
|
0.68
|
|
|
$
|
0.62
|
|
At year-end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price, per share
|
|
$
|
111.53
|
|
|
$
|
92.21
|
|
|
$
|
94.83
|
|
|
$
|
83.89
|
|
|
$
|
55.61
|
|
Shares outstanding
|
|
262.0
|
|
|
269.8
|
|
|
280.0
|
|
|
300.7
|
|
|
310.9
|
|
(1)
|
Represents insurance premium receivables from clients as well as cash and investments held in a fiduciary capacity.
|
•
|
Revenue
decreased
$55 million
to
$11.6 billion
in
2016
due primarily to a
2%
unfavorable impact from changes in foreign currency exchange rates and a
2%
decrease in commissions and fees related to acquisitions, net of divestitures, partially offset by organic revenue growth of
3%
in the Risk Solutions segment and
3%
in the HR Solutions segment. Organic revenue growth for the year was driven by strong new business generation and solid management of the renewal book portfolio across our Risk Solutions segment, as well as solid growth in both our Consulting and Outsourcing businesses within HR Solutions.
|
•
|
Operating expenses
decreased
$113 million
, or
1%
, to
$9.7 billion
in
2016
due primarily to a $248 million favorable impact from changes in foreign currency exchange rates, a $176 million decrease in expenses related to legacy litigation incurred in the prior year, a $144 million decrease in the core expense base resulting from acquisitions, net of divestitures, and a $37 million decrease in intangible asset amortization, partially offset by $220 million of non-cash expenses related to certain pension settlements, an increase in expense associated with
3%
organic revenue growth, and
$15 million
of transaction costs incurred related to future portfolio repositioning activities.
|
•
|
Operating margin
increased
to
16.4%
in
2016
from
15.8%
in
2015
. The
increase
in operating margin from the prior year is primarily driven by organic revenue growth of
3%
and return on investments across the portfolio as well as a decrease in expense related to legacy litigation and the favorable impact from changes in foreign currency exchange rates, partially offset by non-cash expenses related to certain pension settlements. Risk Solutions operating margin increased to
21.2%
in
2016
from
20.3%
in
2015
. HR Solutions operating margin increased to
13.3%
in
2016
from
12.5%
in
2015
.
|
•
|
Net income attributable to Aon shareholders was
$1.4 billion
,
an increase
of
$11 million
, or
1%
, from
2015
. Diluted earnings per share increased
6%
to
$5.16
in
2016
from
$4.88
in
2015
.
|
•
|
Cash flow provided by operating activities was
$2.3 billion
in
2016
,
an increase
of
$317 million
, or
16%
, from
$2.0 billion
in
2015
, due primarily to an increase in underlying net income after adjusting for certain non-cash pension expenses, lower cash pension contributions, and lower cash tax payments.
|
•
|
On February 9, 2017, we entered into an agreement to sell our Benefits Administration and Business Process Outsourcing (BPO) Portfolio (the “Business”) for cash consideration of $4.3 billion payable at closing plus additional cash consideration of up to $500 million based on future performance of the Business (the “Transaction”). The Business is within the HR Solutions segment described further below. The completion of the Transaction is subject to customary closing conditions, and the Transaction is expected to close by the end of the second quarter of 2017. In connection with the Transaction, we expect to implement a cost reduction program that will result in a future charge to the financial statements. We believe the cost reduction program will reduce stranded costs, create greater efficiency, and contribute towards the Company's objective of being accretive to analysts’ consensus earnings of $7.97 per share in 2018, as published by FactSet. Refer to Note 18 “Subsequent Event - Disposition of Benefits Administration and Business Process Outsourcing” of the Notes to Consolidated Financial Statements for additional details regarding the Transaction.
|
•
|
Organic revenue growth, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was
3%
in
2016
. Organic revenue growth was driven by growth across every major business in both Risk Solutions and HR Solutions. In Risk Solutions, organic revenue growth was driven by strong growth in Retail brokerage across both the Americas and International businesses, as well as modest growth in Reinsurance. In HR Solutions, organic revenue growth was primarily driven by growth in health care exchanges and in HR BPO for cloud-based solutions as well as growth in investment and communications consulting.
|
•
|
Adjusted operating margin, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was
20.8%
for Aon overall,
24.5%
for the Risk Solutions segment, and
18.4%
for the HR Solutions segment in
2016
. In
2015
, adjusted operating margin was
20.0%
for Aon overall,
23.6%
for the Risk Solutions segment, and
18.1%
for the HR Solutions segment. The increase in adjusted operating margin for the Risk Solutions segment primarily reflects solid organic revenue growth and return on investments in data and analytics. The increase in adjusted operating margin for the HR Solutions segment primarily reflects solid organic revenue growth and expense discipline, partially offset by lost operating income and stranded costs related to previous dispositions, as well as unfavorable impact from changes in foreign currency exchange rates.
|
•
|
Adjusted diluted earnings per share from net income attributable to Aon’s shareholders, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was
$6.59
per share in
2016
,
an increase
of
$0.41
per share, or
7%
, from
$6.18
per share in
2015
. The
increase
demonstrates solid operational performance and effective capital management, highlighted by
$1.3 billion
of share repurchase during
2016
.
|
•
|
Free cash flow, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Free Cash Flow,” was
$2.1 billion
in
2016
,
an increase
of
$385 million
, or
22%
, from
$1.7 billion
in
2015
. The
increase
in free cash flow from the prior year was driven by record cash flow from operations of
$2.3 billion
and a
23%
, or
$68 million
,
decrease
in capital expenditures.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Commissions, fees and other
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
22
|
|
|
21
|
|
|
26
|
|
|||
Total revenue
|
11,627
|
|
|
11,682
|
|
|
12,045
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
6,914
|
|
|
6,837
|
|
|
7,014
|
|
|||
Other general expenses
|
2,807
|
|
|
2,997
|
|
|
3,065
|
|
|||
Total operating expenses
|
9,721
|
|
|
9,834
|
|
|
10,079
|
|
|||
Operating income
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
1,669
|
|
|
1,689
|
|
|
1,765
|
|
|||
Income taxes
|
239
|
|
|
267
|
|
|
334
|
|
|||
Net income
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
Year Ended December 31, 2016
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
11,627
|
|
|
$
|
7,485
|
|
|
$
|
4,183
|
|
Operating income — U.S. GAAP
|
$
|
1,906
|
|
|
$
|
1,587
|
|
|
$
|
557
|
|
Intangible asset amortization
|
277
|
|
|
105
|
|
|
172
|
|
|||
Pension settlements
|
220
|
|
|
144
|
|
|
26
|
|
|||
Transaction costs
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Operating income — as adjusted
|
$
|
2,418
|
|
|
$
|
1,836
|
|
|
$
|
770
|
|
Operating margins — U.S. GAAP
|
16.4
|
%
|
|
21.2
|
%
|
|
13.3
|
%
|
|||
Operating margins — as adjusted
|
20.8
|
%
|
|
24.5
|
%
|
|
18.4
|
%
|
Year Ended December 31, 2015
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
11,682
|
|
|
$
|
7,426
|
|
|
$
|
4,303
|
|
Operating income — U.S. GAAP
|
$
|
1,848
|
|
|
$
|
1,506
|
|
|
$
|
536
|
|
Intangible asset amortization
|
314
|
|
|
109
|
|
|
205
|
|
|||
Legacy litigation
|
176
|
|
|
137
|
|
|
39
|
|
|||
Operating income — as adjusted
|
$
|
2,338
|
|
|
$
|
1,752
|
|
|
$
|
780
|
|
Operating margins — U.S. GAAP
|
15.8
|
%
|
|
20.3
|
%
|
|
12.5
|
%
|
|||
Operating margins — as adjusted
|
20.0
|
%
|
|
23.6
|
%
|
|
18.1
|
%
|
Year Ended December 31, 2014
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
12,045
|
|
|
$
|
7,834
|
|
|
$
|
4,264
|
|
Operating income — U.S. GAAP
|
$
|
1,966
|
|
|
$
|
1,648
|
|
|
$
|
485
|
|
Intangible asset amortization
|
352
|
|
|
109
|
|
|
243
|
|
|||
Legacy litigation
|
35
|
|
|
35
|
|
|
—
|
|
|||
Operating income — as adjusted
|
$
|
2,353
|
|
|
$
|
1,792
|
|
|
$
|
728
|
|
Operating margins — U.S. GAAP
|
16.3
|
%
|
|
21.0
|
%
|
|
11.4
|
%
|
|||
Operating margins — as adjusted
|
19.5
|
%
|
|
22.9
|
%
|
|
17.1
|
%
|
Year Ended December 31, 2016
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,906
|
|
|
$
|
512
|
|
|
$
|
2,418
|
|
Interest income
|
9
|
|
|
—
|
|
|
9
|
|
|||
Interest expense
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|||
Other income
|
36
|
|
|
—
|
|
|
36
|
|
|||
Income before income taxes
|
1,669
|
|
|
512
|
|
|
2,181
|
|
|||
Income taxes
|
239
|
|
|
128
|
|
|
367
|
|
|||
Net income
|
1,430
|
|
|
384
|
|
|
1,814
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
—
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
384
|
|
|
$
|
1,780
|
|
Diluted earnings per share
|
$
|
5.16
|
|
|
$
|
1.43
|
|
|
$
|
6.59
|
|
Weighted average ordinary shares outstanding — diluted
|
270.3
|
|
|
|
|
|
270.3
|
|
Year Ended December 31, 2015
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,848
|
|
|
$
|
490
|
|
|
$
|
2,338
|
|
Interest income
|
14
|
|
|
—
|
|
|
14
|
|
|||
Interest expense
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
|||
Other income
|
100
|
|
|
—
|
|
|
100
|
|
|||
Income before income taxes
|
1,689
|
|
|
490
|
|
|
2,179
|
|
|||
Income taxes
|
267
|
|
|
122
|
|
|
389
|
|
|||
Net income
|
1,422
|
|
|
368
|
|
|
1,790
|
|
|||
Less: Net income attributable to noncontrolling interests
|
37
|
|
|
—
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
368
|
|
|
$
|
1,753
|
|
Diluted earnings per share
|
$
|
4.88
|
|
|
$
|
1.30
|
|
|
$
|
6.18
|
|
Weighted average ordinary shares outstanding — diluted
|
283.8
|
|
|
|
|
|
283.8
|
|
Year Ended December 31, 2014
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,966
|
|
|
$
|
387
|
|
|
$
|
2,353
|
|
Interest income
|
10
|
|
|
—
|
|
|
10
|
|
|||
Interest expense
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
|||
Other income
|
44
|
|
|
—
|
|
|
44
|
|
|||
Income before income taxes
|
1,765
|
|
|
387
|
|
|
2,152
|
|
|||
Income taxes
|
334
|
|
|
73
|
|
|
407
|
|
|||
Net income
|
1,431
|
|
|
314
|
|
|
1,745
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
—
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
314
|
|
|
$
|
1,711
|
|
Diluted earnings per share
|
$
|
4.66
|
|
|
$
|
1.05
|
|
|
$
|
5.71
|
|
Weighted average ordinary shares outstanding — diluted
|
299.6
|
|
|
|
|
|
299.6
|
|
Years Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow provided by operating activities - U.S. GAAP
|
$
|
2,326
|
|
|
$
|
2,009
|
|
|
$
|
1,812
|
|
Less: Capital expenditures
|
(222
|
)
|
|
(290
|
)
|
|
(256
|
)
|
|||
Free cash flow
|
$
|
2,104
|
|
|
$
|
1,719
|
|
|
$
|
1,556
|
|
|
Statement of Financial Position Classification
|
|
|
||||||||||||
Asset Type
|
Cash and Cash
Equivalents
|
|
Short-term
Investments
|
|
Fiduciary
Assets
|
|
Total
|
||||||||
Certificates of deposit, bank deposits or time deposits
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
2,735
|
|
|
$
|
3,166
|
|
Money market funds
|
—
|
|
|
290
|
|
|
1,081
|
|
|
1,371
|
|
||||
Other investments due within one year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash and investments
|
431
|
|
|
290
|
|
|
3,816
|
|
|
4,537
|
|
||||
Fiduciary receivables
|
—
|
|
|
—
|
|
|
5,669
|
|
|
5,669
|
|
||||
Total
|
$
|
431
|
|
|
$
|
290
|
|
|
$
|
9,485
|
|
|
$
|
10,206
|
|
Years Ended December 31
|
2016
|
|
2015
|
||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
Interest expense
|
282
|
|
|
273
|
|
||
Income taxes
|
239
|
|
|
267
|
|
||
Depreciation of fixed assets
|
232
|
|
|
229
|
|
||
Amortization of intangible assets
|
277
|
|
|
314
|
|
||
Total EBITDA
|
$
|
2,460
|
|
|
$
|
2,505
|
|
Total Debt
|
$
|
6,205
|
|
|
$
|
5,700
|
|
Total debt-to-EBITDA ratio
|
2.5
|
|
2.3
|
|
Ratings
|
|
|
||
|
Senior
Long-term Debt
|
|
Commercial Paper
|
|
Outlook
|
Standard & Poor’s
|
A-
|
|
A-2
|
|
Stable
|
Moody’s Investor Services
|
Baa2
|
|
P-2
|
|
Stable
|
Fitch, Inc.
|
BBB+
|
|
F-2
|
|
Stable
|
|
Payments due in
|
||||||||||||||||||
|
2017
|
|
2018 –
2019 |
|
2020 –
2021 |
|
2022 and
beyond |
|
Total
|
||||||||||
Principal payments on debt
|
$
|
336
|
|
|
$
|
278
|
|
|
$
|
1,000
|
|
|
$
|
4,700
|
|
|
$
|
6,314
|
|
Interest payments on debt
|
271
|
|
|
522
|
|
|
479
|
|
|
2,570
|
|
|
3,842
|
|
|||||
Operating leases
|
355
|
|
|
600
|
|
|
451
|
|
|
696
|
|
|
2,102
|
|
|||||
Pension and other postretirement benefit plans
|
189
|
|
|
485
|
|
|
396
|
|
|
1,023
|
|
|
2,093
|
|
|||||
Purchase obligations
|
410
|
|
|
405
|
|
|
133
|
|
|
12
|
|
|
960
|
|
|||||
Total
|
$
|
1,561
|
|
|
$
|
2,290
|
|
|
$
|
2,459
|
|
|
$
|
9,001
|
|
|
$
|
15,311
|
|
•
|
Risk Solutions
acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.
|
•
|
HR Solutions
partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.
|
Years ended December 31
(millions, except percentage data)
|
2016
|
|
2015
|
|
2014
|
Revenue
|
$7,485
|
|
$7,426
|
|
$7,834
|
Operating income
|
$1,587
|
|
$1,506
|
|
$1,648
|
Operating margin
|
21.2%
|
|
20.3%
|
|
21.0%
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Retail brokerage:
|
|
|
|
|
|
||||||
Americas
|
$
|
3,357
|
|
|
$
|
3,294
|
|
|
$
|
3,288
|
|
International (1)
|
2,739
|
|
|
2,750
|
|
|
3,046
|
|
|||
Total retail brokerage
|
6,096
|
|
|
6,044
|
|
|
6,334
|
|
|||
Reinsurance brokerage
|
1,367
|
|
|
1,361
|
|
|
1,474
|
|
|||
Total
|
$
|
7,463
|
|
|
$
|
7,405
|
|
|
$
|
7,808
|
|
(1)
|
Includes the U.K., Europe, Middle East, Africa and Asia Pacific.
|
|
Percent
Change
|
|
Less:
Currency
Impact
|
|
Less:
Acquisitions,
Divestitures
& Other
|
|
Organic
Revenue Growth
|
Retail brokerage:
|
|
|
|
|
|
|
|
Americas
|
2%
|
|
(2)%
|
|
—%
|
|
4%
|
International (1)
|
—
|
|
(3)
|
|
—
|
|
3
|
Total retail brokerage
|
1
|
|
(3)
|
|
—
|
|
4
|
Reinsurance brokerage
|
—
|
|
(1)
|
|
—
|
|
1
|
Total
|
1%
|
|
(2)%
|
|
—%
|
|
3%
|
(1)
|
Includes the U.K., Europe, Middle East, Africa and Asia Pacific.
|
Years ended December 31
(millions, except percentage data)
|
2016
|
|
2015
|
|
2014
|
Revenue
|
$4,183
|
|
$4,303
|
|
$4,264
|
Operating income
|
$557
|
|
$536
|
|
$485
|
Operating margin
|
13.3%
|
|
12.5%
|
|
11.4%
|
•
|
Retirement
specializes in global actuarial services, defined contribution consulting, tax and ERISA consulting, and pension administration.
|
•
|
Compensation
focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies, and sales force effectiveness, with special expertise in the financial services and technology industries.
|
•
|
Strategic Human Capital
delivers advice to complex global organizations on talent, change, and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training, and change management.
|
•
|
Investment consulting
advises public and private companies, other institutions, and trustees on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans, endowments, and foundations.
|
•
|
Benefits Administration
applies our human resource expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services. Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.
|
•
|
Exchanges
builds and operates healthcare exchanges to provide employers with a cost effective alternative to traditional employee and retiree healthcare, while helping individuals select the insurance that best meets their needs.
|
•
|
Human Resource Business Processing Outsourcing
provides market-leading solutions to manage employee data; administers benefits, payroll and other human resources processes; and records and manages talent, workforce and other core human resource process transactions as well as other complementary services such as flexible spending, dependent audit, and participant advocacy.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Consulting services
|
$
|
1,662
|
|
|
$
|
1,686
|
|
|
$
|
1,700
|
|
Outsourcing
|
2,557
|
|
|
2,658
|
|
|
2,607
|
|
|||
Intersegment
|
(36
|
)
|
|
(41
|
)
|
|
(43
|
)
|
|||
Total
|
$
|
4,183
|
|
|
$
|
4,303
|
|
|
$
|
4,264
|
|
|
Percent
Change |
|
Less:
Currency Impact |
|
Less:
Acquisitions, Divestitures & Other |
|
Organic
Revenue Growth |
Consulting services
|
(1)%
|
|
(3)%
|
|
—%
|
|
2%
|
Outsourcing
|
(4)%
|
|
(1)%
|
|
(7)%
|
|
4%
|
Total
|
(3)%
|
|
(2)%
|
|
(4)%
|
|
3%
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Risk Solutions
|
$
|
1,587
|
|
|
$
|
1,506
|
|
|
$
|
1,648
|
|
HR Solutions
|
557
|
|
|
536
|
|
|
485
|
|
|||
Unallocated expense
|
(238
|
)
|
|
(194
|
)
|
|
(167
|
)
|
|||
Operating income
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
Unrecognized actuarial gains and losses
|
$
|
1,256
|
|
|
$
|
1,618
|
|
|
$
|
394
|
|
Amortization period
|
9 - 31
|
|
|
7 - 26
|
|
|
14 - 40
|
|
|||
Estimated 2017 amortization of loss
|
$
|
30
|
|
|
$
|
52
|
|
|
$
|
11
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
Expected return
|
3.36%
|
|
7.88%
|
|
2.68 - 5.15%
|
(1)
|
Increases to the projected benefit obligation reflect increases to our pension obligations, while decreases in the projected benefit obligation are recoveries toward fully funded status. A change in the discount rate has an inverse relationship to the projected benefit obligation.
|
|
25 Basis Point Change in Discount Rate
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(4
|
)
|
|
$
|
4
|
|
U.S. plans
|
1
|
|
|
(1
|
)
|
||
Other plans
|
—
|
|
|
—
|
|
|
25 Basis Point Change in Long-Term Rate
of Return on Plan Assets
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(14
|
)
|
|
$
|
14
|
|
U.S. plans
|
(4
|
)
|
|
4
|
|
||
Other plans
|
(3
|
)
|
|
3
|
|
|
|
Years ended December 31
|
||||||||||
(millions, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Commissions, fees and other
|
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
|
22
|
|
|
21
|
|
|
26
|
|
|||
Total revenue
|
|
11,627
|
|
|
11,682
|
|
|
12,045
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,914
|
|
|
6,837
|
|
|
7,014
|
|
|||
Other general expenses
|
|
2,807
|
|
|
2,997
|
|
|
3,065
|
|
|||
Total operating expenses
|
|
9,721
|
|
|
9,834
|
|
|
10,079
|
|
|||
Operating income
|
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
|
1,669
|
|
|
1,689
|
|
|
1,765
|
|
|||
Income taxes
|
|
239
|
|
|
267
|
|
|
334
|
|
|||
Net income
|
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
34
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
Basic net income per share attributable to Aon shareholders
|
$
|
5.21
|
|
|
$
|
4.93
|
|
|
$
|
4.73
|
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
5.16
|
|
|
$
|
4.88
|
|
|
$
|
4.66
|
|
|
Cash dividends per share paid on ordinary shares
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
0.92
|
|
Weighted average ordinary shares outstanding - basic
|
|
268.1
|
|
|
280.8
|
|
|
295.5
|
|
|||
Weighted average ordinary shares outstanding - diluted
|
270.3
|
|
|
283.8
|
|
|
299.6
|
|
|
|
Years Ended December 31
|
||||||||||
(millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
37
|
|
|
34
|
|
||||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|||||||
Change in fair value of financial instruments
|
(12
|
)
|
|
(8
|
)
|
|
4
|
|
||||
Foreign currency translation adjustments
|
(495
|
)
|
|
(442
|
)
|
|
(507
|
)
|
||||
Post-retirement benefit obligation
|
16
|
|
|
155
|
|
|
(260
|
)
|
||||
Total other comprehensive loss
|
(491
|
)
|
|
(295
|
)
|
|
(763
|
)
|
||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
(2
|
)
|
|
(6
|
)
|
|
(3
|
)
|
||||
Total other comprehensive loss attributable to Aon shareholders
|
(489
|
)
|
|
(289
|
)
|
|
(760
|
)
|
||||
Comprehensive income attributable to Aon shareholders
|
$
|
907
|
|
|
$
|
1,096
|
|
|
$
|
637
|
|
(millions)
|
Shares
|
|
Ordinary Shares and Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Loss,
Net of Tax
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||
|
|
|
|
|
(As Revised)
|
|
|
|
|
|
|
|||||||||||
Balance at January 1, 2014
|
300.7
|
|
|
$
|
4,788
|
|
|
$
|
5,627
|
|
|
$
|
(2,374
|
)
|
|
$
|
50
|
|
|
8,091
|
|
|
Net income
|
—
|
|
|
—
|
|
|
1,397
|
|
|
—
|
|
|
34
|
|
|
1,431
|
|
|||||
Shares issued — employee benefit plans
|
0.4
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Shares issued — employee compensation
|
4.7
|
|
|
(131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||||
Shares purchased
|
(25.8
|
)
|
|
—
|
|
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
Share-based compensation expense
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(504
|
)
|
|
(3
|
)
|
|
(507
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|||||
Net sales of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
|||||
Balance at December 31, 2014
|
280.0
|
|
|
5,100
|
|
|
4,501
|
|
|
(3,134
|
)
|
|
60
|
|
|
6,527
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
1,385
|
|
|
—
|
|
|
37
|
|
|
1,422
|
|
|||||
Shares issued — employee benefit plans
|
0.5
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Shares issued — employee compensation
|
5.3
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||
Shares purchased
|
(16.0
|
)
|
|
—
|
|
|
(1,550
|
)
|
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||
Share-based compensation expense
|
—
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
(6
|
)
|
|
(442
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|||||
Net purchases of shares from noncontrolling interests
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(6
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||
Balance at December 31, 2015
|
269.8
|
|
|
5,412
|
|
|
4,013
|
|
|
(3,423
|
)
|
|
57
|
|
|
6,059
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
34
|
|
|
1,430
|
|
|||||
Shares issued — employee benefit plans
|
0.7
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Shares issued — employee compensation
|
3.6
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|||||
Shares purchased
|
(12.1
|
)
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
(2
|
)
|
|
(495
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net purchases of shares from noncontrolling interests
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(38
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
Balance at December 31, 2016
|
262.0
|
|
|
$
|
5,580
|
|
|
$
|
3,807
|
|
|
$
|
(3,912
|
)
|
|
$
|
57
|
|
|
$
|
5,532
|
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|||||||
Gain from sales of businesses and investments, net
|
(39
|
)
|
|
(81
|
)
|
|
(44
|
)
|
||||
Depreciation of fixed assets
|
232
|
|
|
229
|
|
|
242
|
|
||||
Amortization of intangible assets
|
277
|
|
|
314
|
|
|
352
|
|
||||
Share-based compensation expense
|
331
|
|
|
340
|
|
|
328
|
|
||||
Deferred income taxes
|
(24
|
)
|
|
(223
|
)
|
|
(135
|
)
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|||||||
Fiduciary receivables
|
594
|
|
|
599
|
|
|
(19
|
)
|
||||
Short-term investments — funds held on behalf of clients
|
(598
|
)
|
|
350
|
|
|
(403
|
)
|
||||
Fiduciary liabilities
|
4
|
|
|
(949
|
)
|
|
422
|
|
||||
Receivables, net
|
(86
|
)
|
|
(83
|
)
|
|
(25
|
)
|
||||
Accounts payable and accrued liabilities
|
64
|
|
|
87
|
|
|
4
|
|
||||
Current income taxes
|
49
|
|
|
116
|
|
|
42
|
|
||||
Pension, other post-retirement and other post-employment liabilities
|
42
|
|
|
(230
|
)
|
|
(340
|
)
|
||||
Other assets and liabilities
|
50
|
|
|
118
|
|
|
(43
|
)
|
||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
2,326
|
|
|
2,009
|
|
|
1,812
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|||||||
Proceeds from investments
|
43
|
|
|
220
|
|
|
52
|
|
||||
Payments for investments
|
(64
|
)
|
|
(266
|
)
|
|
(20
|
)
|
||||
Net sales (purchases) of short-term investments — non-fiduciary
|
61
|
|
|
9
|
|
|
110
|
|
||||
Acquisition of businesses, net of cash acquired
|
(879
|
)
|
|
(16
|
)
|
|
(479
|
)
|
||||
Proceeds from sale of businesses
|
107
|
|
|
205
|
|
|
48
|
|
||||
Capital expenditures
|
(222
|
)
|
|
(290
|
)
|
|
(256
|
)
|
||||
CASH USED FOR INVESTING ACTIVITIES
|
(954
|
)
|
|
(138
|
)
|
|
(545
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|||||||
Share repurchase
|
(1,257
|
)
|
|
(1,550
|
)
|
|
(2,250
|
)
|
||||
Issuance of shares for employee benefit plans
|
(129
|
)
|
|
(30
|
)
|
|
(105
|
)
|
||||
Issuance of debt
|
3,467
|
|
|
5,351
|
|
|
5,239
|
|
||||
Repayment of debt
|
(2,945
|
)
|
|
(5,098
|
)
|
|
(3,918
|
)
|
||||
Cash dividends to shareholders
|
(345
|
)
|
|
(323
|
)
|
|
(273
|
)
|
||||
Noncontrolling interests and other financing activities
|
(77
|
)
|
|
(39
|
)
|
|
4
|
|
||||
CASH USED FOR FINANCING ACTIVITIES
|
(1,286
|
)
|
|
(1,689
|
)
|
|
(1,303
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(39
|
)
|
|
(172
|
)
|
|
(67
|
)
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
47
|
|
|
10
|
|
|
(103
|
)
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
384
|
|
|
374
|
|
|
477
|
|
||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
431
|
|
|
$
|
384
|
|
|
$
|
374
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
272
|
|
|
$
|
254
|
|
|
$
|
245
|
|
|
Income taxes paid, net of refunds
|
218
|
|
|
249
|
|
|
337
|
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
||||||||||||||||||||||||
(Unaudited)
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
||||||||||||||||||
Net Income
|
$
|
327
|
|
$
|
10
|
|
$
|
337
|
|
|
$
|
607
|
|
$
|
38
|
|
$
|
645
|
|
|
$
|
921
|
|
$
|
50
|
|
$
|
971
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Receivables, net
|
110
|
|
(13
|
)
|
97
|
|
|
175
|
|
(47
|
)
|
128
|
|
|
289
|
|
(61
|
)
|
228
|
|
|||||||||
Other assets and liabilities
|
$
|
69
|
|
$
|
3
|
|
$
|
72
|
|
|
$
|
56
|
|
$
|
9
|
|
$
|
65
|
|
|
$
|
83
|
|
$
|
11
|
|
$
|
94
|
|
(1)
|
No net impact to Cash Provided by Operating Activities.
|
Asset Description
|
|
Asset Life
|
Software
|
|
Lesser of the life of an associated license, or 4 to 7 years
|
Leasehold improvements
|
|
Lesser of estimated useful life or lease term, not to exceed 10 years
|
Furniture, fixtures and equipment
|
|
4 to 10 years
|
Computer equipment
|
|
4 to 6 years
|
Buildings
|
|
35 years
|
Automobiles
|
|
6 years
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Equity earnings
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Net gain on disposals of businesses
|
39
|
|
|
82
|
|
|
24
|
|
|||
Foreign currency remeasurement (loss) gain
|
(2
|
)
|
|
30
|
|
|
18
|
|
|||
(Loss) income on financial instruments
|
(14
|
)
|
|
(24
|
)
|
|
(15
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
5
|
|
|||
Total
|
$
|
36
|
|
|
$
|
100
|
|
|
$
|
44
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
58
|
|
|
$
|
74
|
|
|
$
|
90
|
|
Provision charged to operations
|
11
|
|
|
13
|
|
|
12
|
|
|||
Accounts written off, net of recoveries
|
(14
|
)
|
|
(34
|
)
|
|
(33
|
)
|
|||
Foreign currency translation
|
3
|
|
|
5
|
|
|
5
|
|
|||
Balance at December 31
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
74
|
|
As of December 31
|
2016
|
|
2015
|
||||
Taxes receivable
|
$
|
100
|
|
|
$
|
94
|
|
Prepaid expenses
|
125
|
|
|
130
|
|
||
Deferred project costs
|
87
|
|
|
92
|
|
||
Other
|
39
|
|
|
13
|
|
||
Total
|
$
|
351
|
|
|
$
|
329
|
|
As of December 31
|
2016
|
|
2015
|
||||
Software
|
$
|
948
|
|
|
$
|
1,095
|
|
Leasehold improvements
|
452
|
|
|
422
|
|
||
Computer equipment
|
417
|
|
|
358
|
|
||
Furniture, fixtures and equipment
|
300
|
|
|
315
|
|
||
Construction in progress
|
93
|
|
|
76
|
|
||
Other
|
115
|
|
|
115
|
|
||
Fixed assets, gross
|
2,325
|
|
|
2,381
|
|
||
Less: Accumulated depreciation
|
1,560
|
|
|
1,616
|
|
||
Fixed assets, net
|
$
|
765
|
|
|
$
|
765
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred project costs
|
$
|
183
|
|
|
$
|
210
|
|
Investments
|
119
|
|
|
135
|
|
||
Taxes receivable
|
82
|
|
|
82
|
|
||
Other
|
170
|
|
|
165
|
|
||
Total
|
$
|
554
|
|
|
$
|
592
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred revenue
|
$
|
393
|
|
|
$
|
394
|
|
Taxes payable
|
78
|
|
|
94
|
|
||
Other
|
402
|
|
|
331
|
|
||
Total
|
$
|
873
|
|
|
$
|
819
|
|
As of December 31
|
2016
|
|
2015
|
||||
Taxes payable
|
$
|
288
|
|
|
$
|
223
|
|
Leases
|
169
|
|
|
166
|
|
||
Deferred revenue
|
140
|
|
|
159
|
|
||
Compensation and benefits
|
56
|
|
|
59
|
|
||
Other
|
191
|
|
|
162
|
|
||
Total
|
$
|
844
|
|
|
$
|
769
|
|
Year ended December 31
|
2016
|
||
Cash
|
$
|
891
|
|
Deferred and contingent consideration
|
43
|
|
|
Aggregate consideration transferred
|
934
|
|
|
Assets acquired:
|
|
||
Cash and cash equivalents
|
12
|
|
|
Receivables, net
|
52
|
|
|
Goodwill
|
642
|
|
|
Intangible assets, net
|
366
|
|
|
Fixed assets, net
|
30
|
|
|
Other assets
|
2
|
|
|
Total assets acquired
|
1,104
|
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
163
|
|
|
Other liabilities
|
7
|
|
|
Total liabilities assumed
|
170
|
|
|
Net assets acquired
|
$
|
934
|
|
Year ended December 31
|
2015
|
||
Consideration
|
$
|
27
|
|
Intangible assets:
|
|
||
Goodwill
|
$
|
18
|
|
Other intangible assets
|
6
|
|
|
Total intangible assets
|
$
|
24
|
|
|
Risk
Solutions
|
|
HR
Solutions
|
|
Total
|
||||||
Balance as of January 1, 2015
|
$
|
5,911
|
|
|
$
|
2,949
|
|
|
$
|
8,860
|
|
Goodwill related to current year acquisitions
|
2
|
|
|
16
|
|
|
18
|
|
|||
Goodwill related to disposals
|
(1
|
)
|
|
(76
|
)
|
|
(77
|
)
|
|||
Goodwill related to prior year acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
(319
|
)
|
|
(34
|
)
|
|
(353
|
)
|
|||
Balance as of December 31, 2015
|
$
|
5,593
|
|
|
$
|
2,855
|
|
|
$
|
8,448
|
|
Goodwill related to current year acquisitions
|
632
|
|
|
10
|
|
|
642
|
|
|||
Goodwill related to disposals
|
(8
|
)
|
|
(26
|
)
|
|
(34
|
)
|
|||
Goodwill related to prior year acquisitions
|
4
|
|
|
—
|
|
|
4
|
|
|||
Foreign currency translation
|
(268
|
)
|
|
(45
|
)
|
|
(313
|
)
|
|||
Balance as of December 31, 2016
|
$
|
5,953
|
|
|
$
|
2,794
|
|
|
$
|
8,747
|
|
|
As of December 31
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
$
|
998
|
|
|
$
|
—
|
|
|
$
|
998
|
|
|
$
|
1,019
|
|
|
$
|
—
|
|
|
$
|
1,019
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer related and contract based
|
3,108
|
|
|
1,971
|
|
|
1,137
|
|
|
2,886
|
|
|
1,809
|
|
|
1,077
|
|
||||||
Technology and other
|
574
|
|
|
486
|
|
|
88
|
|
|
541
|
|
|
457
|
|
|
84
|
|
||||||
Total
|
$
|
4,680
|
|
|
$
|
2,457
|
|
|
$
|
2,223
|
|
|
$
|
4,446
|
|
|
$
|
2,266
|
|
|
$
|
2,180
|
|
|
Risk
Solutions
|
|
HR
Solutions
|
|
Total
|
||||||
2017
|
$
|
123
|
|
|
$
|
136
|
|
|
$
|
259
|
|
2018
|
118
|
|
|
91
|
|
|
209
|
|
|||
2019
|
107
|
|
|
73
|
|
|
180
|
|
|||
2020
|
97
|
|
|
61
|
|
|
158
|
|
|||
2021
|
66
|
|
|
53
|
|
|
119
|
|
|||
Thereafter
|
239
|
|
|
61
|
|
|
300
|
|
|||
Total
|
$
|
750
|
|
|
$
|
475
|
|
|
$
|
1,225
|
|
As of December 31
|
2016
|
|
2015
(1)
|
||||
3.875% Senior Notes due December 2025
|
$
|
744
|
|
|
$
|
—
|
|
5.00% Senior Notes due September 2020
|
598
|
|
|
597
|
|
||
4.75% Senior Notes due May 2045
|
592
|
|
|
591
|
|
||
3.50% Senior Notes due June 2024
|
594
|
|
|
593
|
|
||
4.60% Senior Notes due June 2044
|
543
|
|
|
543
|
|
||
2.875% Senior Notes due May 2026 (EUR 500M)
|
516
|
|
|
541
|
|
||
8.205% Junior Subordinated Notes due January 2027
|
521
|
|
|
521
|
|
||
3.125% Senior Notes due May 2016
|
—
|
|
|
500
|
|
||
2.80% Senior Notes due March 2021
|
397
|
|
|
396
|
|
||
4.00% Senior Notes due November 2023
|
347
|
|
|
347
|
|
||
6.25% Senior Notes due September 2040
|
295
|
|
|
295
|
|
||
4.76% Senior Notes due March 2018 (CAD 375M)
|
277
|
|
|
270
|
|
||
4.45% Senior Notes due May 2043
|
246
|
|
|
246
|
|
||
4.25% Senior Notes due December 2042
|
197
|
|
|
195
|
|
||
Commercial paper
|
329
|
|
|
50
|
|
||
Other
|
9
|
|
|
15
|
|
||
Total debt
|
6,205
|
|
|
5,700
|
|
||
Less short-term and current portion of long-term debt
|
336
|
|
|
562
|
|
||
Total long-term debt
|
$
|
5,869
|
|
|
$
|
5,138
|
|
2017
|
$
|
336
|
|
2018
|
278
|
|
|
2019
|
—
|
|
|
2020
|
600
|
|
|
2021
|
400
|
|
|
Thereafter
|
4,700
|
|
|
Total Repayments
|
6,314
|
|
|
Unamortized discount, premium, and debt issuance cost
|
(109
|
)
|
|
Total Debt
|
$
|
6,205
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Rental expense
|
$
|
400
|
|
|
$
|
454
|
|
|
$
|
455
|
|
Less: Sub lease rental income
|
(64
|
)
|
|
(83
|
)
|
|
(75
|
)
|
|||
Net rental expense
|
$
|
336
|
|
|
$
|
371
|
|
|
$
|
380
|
|
Years ended December 31, 2016
|
Gross rental commitments
|
|
Rentals from subleases
|
|
Net rental commitments
|
||||||
2017
|
$
|
355
|
|
|
$
|
(55
|
)
|
|
$
|
300
|
|
2018
|
317
|
|
|
(44
|
)
|
|
273
|
|
|||
2019
|
283
|
|
|
(38
|
)
|
|
245
|
|
|||
2020
|
237
|
|
|
(34
|
)
|
|
203
|
|
|||
2021
|
214
|
|
|
(33
|
)
|
|
181
|
|
|||
Thereafter
|
696
|
|
|
(47
|
)
|
|
649
|
|
|||
Total minimum payments required
|
$
|
2,102
|
|
|
$
|
(251
|
)
|
|
$
|
1,851
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
U.K.
|
$
|
(202
|
)
|
|
$
|
149
|
|
|
$
|
347
|
|
U.S.
|
(104
|
)
|
|
(51
|
)
|
|
(55
|
)
|
|||
Other
|
1,975
|
|
|
1,591
|
|
|
1,473
|
|
|||
Total
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.K.
|
$
|
(54
|
)
|
|
$
|
43
|
|
|
$
|
1
|
|
U.S. federal
|
94
|
|
|
137
|
|
|
156
|
|
|||
U.S. state and local
|
—
|
|
|
54
|
|
|
75
|
|
|||
Other
|
223
|
|
|
256
|
|
|
236
|
|
|||
Total current tax expense
|
$
|
263
|
|
|
$
|
490
|
|
|
$
|
468
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
U.K.
|
$
|
59
|
|
|
$
|
(39
|
)
|
|
$
|
38
|
|
U.S. federal
|
(47
|
)
|
|
(140
|
)
|
|
(133
|
)
|
|||
U.S. state and local
|
6
|
|
|
(14
|
)
|
|
(24
|
)
|
|||
Other
|
(42
|
)
|
|
(30
|
)
|
|
(15
|
)
|
|||
Total deferred tax benefit
|
$
|
(24
|
)
|
|
$
|
(223
|
)
|
|
$
|
(134
|
)
|
Total income tax expense
|
$
|
239
|
|
|
$
|
267
|
|
|
$
|
334
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
Statutory tax rate
|
20.0%
|
|
20.3%
|
|
21.5%
|
U.S. state income taxes, net of U.S. federal benefit
|
0.7
|
|
0.5
|
|
1.5
|
Taxes on international operations (1)
|
(8.5)
|
|
(6.0)
|
|
(8.9)
|
Nondeductible expenses
|
1.2
|
|
2.2
|
|
1.7
|
Adjustments to prior year tax requirements
|
(1.0)
|
|
(1.3)
|
|
0.9
|
Adjustments to valuation allowances
|
(1.8)
|
|
(1.2)
|
|
0.6
|
Change in uncertain tax positions
|
3.0
|
|
1.4
|
|
1.7
|
Other — net
|
0.7
|
|
(0.1)
|
|
(0.1)
|
Effective tax rate
|
14.3%
|
|
15.8%
|
|
18.9%
|
(1)
|
The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of
20.0%
,
20.3%
and
21.5%
at December 31,
2016
,
2015
, and
2014
, respectively. The benefit to the Company’s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures.
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
661
|
|
|
$
|
635
|
|
Net operating/capital loss and tax credit carryforwards
|
399
|
|
|
336
|
|
||
Accrued interest
|
166
|
|
|
293
|
|
||
Other accrued expenses
|
102
|
|
|
98
|
|
||
Brokerage fee arrangements (1)
|
66
|
|
|
66
|
|
||
Deferred revenue
|
57
|
|
|
65
|
|
||
Investment basis differences
|
48
|
|
|
56
|
|
||
Other
|
60
|
|
|
57
|
|
||
Total
|
1,559
|
|
|
1,606
|
|
||
Valuation allowance on deferred tax assets
|
(130
|
)
|
|
(162
|
)
|
||
Total
|
$
|
1,429
|
|
|
$
|
1,444
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and property, plant and equipment
|
$
|
(982
|
)
|
|
$
|
(961
|
)
|
Other accrued expenses
|
(101
|
)
|
|
(99
|
)
|
||
Deferred costs
|
(20
|
)
|
|
(30
|
)
|
||
Unrealized foreign exchange gains
|
(26
|
)
|
|
(29
|
)
|
||
Unremitted earnings
|
(29
|
)
|
|
(18
|
)
|
||
Other
|
(50
|
)
|
|
(44
|
)
|
||
Total
|
$
|
(1,208
|
)
|
|
$
|
(1,181
|
)
|
Net deferred tax asset
|
$
|
221
|
|
|
$
|
263
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred tax assets — non-current (2)
|
$
|
322
|
|
|
$
|
300
|
|
Deferred tax liabilities — non-current (2)
|
(101
|
)
|
|
(37
|
)
|
||
Net deferred tax asset
|
$
|
221
|
|
|
$
|
263
|
|
As of December 31
|
2016
|
|
2015
|
||||
UK
|
|
|
|
||||
Operating loss carryforwards
|
$
|
325
|
|
|
$
|
449
|
|
Capital loss carryforwards
|
294
|
|
|
360
|
|
||
|
|
|
|
||||
US
|
|
|
|
||||
Federal operating loss carryforwards
|
$
|
196
|
|
|
$
|
8
|
|
State operating loss carryforwards
|
474
|
|
|
443
|
|
||
|
|
|
|
||||
Other Non-US
|
|
|
|
||||
Operating loss carryforwards
|
$
|
350
|
|
|
$
|
245
|
|
Capital loss carryforwards
|
218
|
|
|
206
|
|
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
238
|
|
|
$
|
211
|
|
Additions based on tax positions related to the current year
|
36
|
|
|
31
|
|
||
Additions for tax positions of prior years
|
20
|
|
|
53
|
|
||
Reductions for tax positions of prior years
|
(12
|
)
|
|
(18
|
)
|
||
Settlements
|
—
|
|
|
(32
|
)
|
||
Business combinations
|
2
|
|
|
—
|
|
||
Lapse of statute of limitations
|
(5
|
)
|
|
(5
|
)
|
||
Foreign currency translation
|
(1
|
)
|
|
(2
|
)
|
||
Balance at December 31
|
$
|
278
|
|
|
$
|
238
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Basic weighted-average ordinary shares outstanding
|
268.1
|
|
|
280.8
|
|
|
295.5
|
|
Dilutive effect of potentially issuable shares
|
2.2
|
|
|
3.0
|
|
|
4.1
|
|
Diluted weighted-average ordinary shares outstanding
|
270.3
|
|
|
283.8
|
|
|
299.6
|
|
|
Change in Fair Value of Financial Instruments (1)
|
|
Foreign Currency Translation Adjustments
|
|
Post-Retirement Benefit Obligation (2)
|
|
Total
|
||||||||
Balance at January 1, 2014
|
$
|
(21
|
)
|
|
$
|
169
|
|
|
$
|
(2,522
|
)
|
|
$
|
(2,374
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(13
|
)
|
|
(492
|
)
|
|
(563
|
)
|
|
(1,068
|
)
|
||||
Tax benefit
|
4
|
|
|
(12
|
)
|
|
229
|
|
|
221
|
|
||||
Other comprehensive loss before reclassifications, net
|
(9
|
)
|
|
(504
|
)
|
|
(334
|
)
|
|
(847
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
20
|
|
|
—
|
|
|
106
|
|
|
126
|
|
||||
Tax benefit
|
(7
|
)
|
|
—
|
|
|
(32
|
)
|
|
(39
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
13
|
|
|
—
|
|
|
74
|
|
|
87
|
|
||||
Net current period other comprehensive (loss) income
|
4
|
|
|
(504
|
)
|
|
(260
|
)
|
|
(760
|
)
|
||||
Balance at December 31, 2014
|
(17
|
)
|
|
(335
|
)
|
|
(2,782
|
)
|
|
(3,134
|
)
|
||||
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(4
|
)
|
|
(467
|
)
|
|
82
|
|
|
(389
|
)
|
||||
Tax benefit
|
1
|
|
|
31
|
|
|
(9
|
)
|
|
23
|
|
||||
Other comprehensive loss before reclassifications, net
|
(3
|
)
|
|
(436
|
)
|
|
73
|
|
|
(366
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
11
|
|
|
—
|
|
|
117
|
|
|
128
|
|
||||
Tax benefit
|
(16
|
)
|
|
—
|
|
|
(35
|
)
|
|
(51
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
(5
|
)
|
|
—
|
|
|
82
|
|
|
77
|
|
||||
Net current period other comprehensive (loss) income
|
(8
|
)
|
|
(436
|
)
|
|
155
|
|
|
(289
|
)
|
||||
Balance at December 31, 2015
|
(25
|
)
|
|
(771
|
)
|
|
(2,627
|
)
|
|
(3,423
|
)
|
||||
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(25
|
)
|
|
(490
|
)
|
|
(276
|
)
|
|
(791
|
)
|
||||
Tax benefit
|
6
|
|
|
(3
|
)
|
|
74
|
|
|
77
|
|
||||
Other comprehensive loss before reclassifications, net
|
(19
|
)
|
|
(493
|
)
|
|
(202
|
)
|
|
(714
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
10
|
|
|
—
|
|
|
322
|
|
|
332
|
|
||||
Tax benefit
|
(3
|
)
|
|
—
|
|
|
(104
|
)
|
|
(107
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
7
|
|
|
—
|
|
|
218
|
|
|
225
|
|
||||
Net current period other comprehensive (loss) income
|
(12
|
)
|
|
(493
|
)
|
|
16
|
|
|
(489
|
)
|
||||
Balance at December 31, 2016
|
$
|
(37
|
)
|
|
$
|
(1,264
|
)
|
|
$
|
(2,611
|
)
|
|
$
|
(3,912
|
)
|
(1)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income
|
(2)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
142
|
|
|
$
|
133
|
|
|
$
|
123
|
|
U.K.
|
43
|
|
|
42
|
|
|
42
|
|
|||
Netherlands and Canada
|
27
|
|
|
25
|
|
|
30
|
|
|||
Total
|
$
|
212
|
|
|
$
|
200
|
|
|
$
|
195
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
(millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
4,985
|
|
|
$
|
5,529
|
|
|
$
|
3,160
|
|
|
$
|
3,350
|
|
|
$
|
1,177
|
|
|
$
|
1,399
|
|
Service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
158
|
|
|
198
|
|
|
111
|
|
|
131
|
|
|
29
|
|
|
33
|
|
||||||
Plan amendment
|
(20
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Settlements
|
(159
|
)
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan transfer and acquisitions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
32
|
|
|
(83
|
)
|
|
(43
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|
24
|
|
||||||
Benefit payments
|
(242
|
)
|
|
(217
|
)
|
|
(139
|
)
|
|
(133
|
)
|
|
(39
|
)
|
|
(38
|
)
|
||||||
Change in discount rate
|
1,079
|
|
|
(247
|
)
|
|
100
|
|
|
(145
|
)
|
|
100
|
|
|
(66
|
)
|
||||||
Foreign currency impact
|
(959
|
)
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(165
|
)
|
||||||
At December 31
|
$
|
4,874
|
|
|
$
|
4,985
|
|
|
$
|
2,908
|
|
|
$
|
3,160
|
|
|
$
|
1,227
|
|
|
$
|
1,177
|
|
Accumulated benefit obligation at end of year
|
$
|
4,874
|
|
|
$
|
4,985
|
|
|
$
|
2,908
|
|
|
$
|
3,160
|
|
|
$
|
1,191
|
|
|
$
|
1,135
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
5,903
|
|
|
$
|
6,224
|
|
|
$
|
1,951
|
|
|
$
|
2,036
|
|
|
$
|
1,019
|
|
|
$
|
1,161
|
|
Actual return on plan assets
|
1,233
|
|
|
91
|
|
|
116
|
|
|
(60
|
)
|
|
111
|
|
|
8
|
|
||||||
Employer contributions
|
67
|
|
|
65
|
|
|
36
|
|
|
108
|
|
|
20
|
|
|
21
|
|
||||||
Settlements
|
(159
|
)
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan transfer and acquisitions
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(242
|
)
|
|
(217
|
)
|
|
(139
|
)
|
|
(133
|
)
|
|
(39
|
)
|
|
(38
|
)
|
||||||
Foreign currency impact
|
(1,127
|
)
|
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(133
|
)
|
||||||
At December 31
|
$
|
5,675
|
|
|
$
|
5,903
|
|
|
$
|
1,683
|
|
|
$
|
1,951
|
|
|
$
|
1,076
|
|
|
$
|
1,019
|
|
Market related value at end of year
|
$
|
5,675
|
|
|
$
|
5,903
|
|
|
$
|
1,819
|
|
|
$
|
2,064
|
|
|
$
|
1,076
|
|
|
$
|
1,019
|
|
Amount recognized in Statement of Financial Position at December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
801
|
|
|
$
|
918
|
|
|
$
|
(1,225
|
)
|
|
$
|
(1,209
|
)
|
|
$
|
(151
|
)
|
|
$
|
(158
|
)
|
Unrecognized prior-service cost
|
19
|
|
|
46
|
|
|
6
|
|
|
9
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Unrecognized loss
|
1,237
|
|
|
1,465
|
|
|
1,612
|
|
|
1,723
|
|
|
400
|
|
|
389
|
|
||||||
Net amount recognized
|
$
|
2,057
|
|
|
$
|
2,429
|
|
|
$
|
393
|
|
|
$
|
523
|
|
|
$
|
243
|
|
|
$
|
224
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Prepaid benefit cost (1)
|
$
|
836
|
|
|
$
|
1,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability (2)
|
(35
|
)
|
|
(94
|
)
|
|
(1,225
|
)
|
|
(1,209
|
)
|
|
(151
|
)
|
|
(158
|
)
|
||||||
Accumulated other comprehensive loss
|
1,256
|
|
|
1,511
|
|
|
1,618
|
|
|
1,732
|
|
|
394
|
|
|
382
|
|
||||||
Net amount recognized
|
$
|
2,057
|
|
|
$
|
2,429
|
|
|
$
|
393
|
|
|
$
|
523
|
|
|
$
|
243
|
|
|
$
|
224
|
|
(1)
|
Included in Prepaid pension
|
(2)
|
Included in Other current liabilities and Pension, other post retirement, and post employment liabilities
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Net loss
|
$
|
1,237
|
|
|
$
|
1,465
|
|
|
$
|
1,612
|
|
|
$
|
1,723
|
|
|
$
|
400
|
|
|
$
|
389
|
|
Prior service cost (income)
|
19
|
|
|
46
|
|
|
6
|
|
|
9
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Total
|
$
|
1,256
|
|
|
$
|
1,511
|
|
|
$
|
1,618
|
|
|
$
|
1,732
|
|
|
$
|
394
|
|
|
$
|
382
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
158
|
|
|
198
|
|
|
230
|
|
|
111
|
|
|
131
|
|
|
129
|
|
|
29
|
|
|
33
|
|
|
47
|
|
|||||||||
Expected return on plan assets, net of administration expenses
|
(243
|
)
|
|
(307
|
)
|
|
(326
|
)
|
|
(156
|
)
|
|
(154
|
)
|
|
(157
|
)
|
|
(48
|
)
|
|
(50
|
)
|
|
(59
|
)
|
|||||||||
Amortization of prior-service cost
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
31
|
|
|
41
|
|
|
52
|
|
|
50
|
|
|
54
|
|
|
42
|
|
|
10
|
|
|
11
|
|
|
10
|
|
|||||||||
Net periodic benefit (income) cost
|
(52
|
)
|
|
(66
|
)
|
|
(42
|
)
|
|
7
|
|
|
33
|
|
|
18
|
|
|
(9
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||||||||
Settlement expense
|
61
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment gain and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||||
Total net periodic benefit cost (income)
|
$
|
9
|
|
|
$
|
(66
|
)
|
|
$
|
(42
|
)
|
|
$
|
165
|
|
|
$
|
33
|
|
|
$
|
18
|
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Discount rate
|
2.77%
|
|
3.96%
|
|
3.53-4.11%
|
|
3.69-4.43%
|
|
1.85-3.81%
|
|
2.43-3.96%
|
Rate of compensation increase
|
3.70 - 4.20%
|
|
3.63-4.13%
|
|
N/A
|
|
N/A
|
|
1.00-3.50%
|
|
2.00-3.50%
|
Underlying price inflation
|
1.83%
|
|
1.88%
|
|
N/A
|
|
N/A
|
|
2.00-2.50%
|
|
2.00-2.50%
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
Discount rate
|
3.96%
|
|
3.70%
|
|
4.55%
|
|
3.69 - 4.43%
|
|
3.37 - 4.08%
|
|
3.97 - 4.87%
|
|
2.43 - 3.96%
|
|
2.03 - 3.91%
|
|
3.60 - 4.71%
|
Expected return on plan assets, net of administration expenses
|
4.55%
|
|
5.09%
|
|
6.00%
|
|
7.81%
|
|
7.96%
|
|
8.80%
|
|
3.47 - 4.95%
|
|
3.99 - 5.21%
|
|
4.70 - 6.50%
|
Rate of compensation increase
|
3.63 - 4.13%
|
|
3.55 - 4.05%
|
|
3.70 - 4.40%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
2.00 - 3.50%
|
|
2.25 - 3.50%
|
|
2.25 - 3.50%
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
268
|
|
|
268
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
International
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
81
|
|
|
78
|
|
|
3
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International (2)
|
196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic (2)
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
105
|
|
|
—
|
|
|
105
|
|
|
—
|
|
||||
Government and agency bonds
|
132
|
|
|
76
|
|
|
56
|
|
|
—
|
|
||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income derivatives
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (2)
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (4)
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Real estate and REITS (5)
|
61
|
|
|
61
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (6)
|
267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,683
|
|
|
$
|
727
|
|
|
$
|
186
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.
|
(4)
|
Consists of long-dated options and swaps on a commodity index.
|
(5)
|
Consists of exchange traded real estate investment trusts (“REITS”).
|
(6)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
299
|
|
|
299
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
International
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
203
|
|
|
170
|
|
|
33
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International (2)
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic (2)
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
148
|
|
|
—
|
|
|
148
|
|
|
—
|
|
||||
Government and agency bonds
|
128
|
|
|
52
|
|
|
76
|
|
|
—
|
|
||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income derivatives
|
69
|
|
|
47
|
|
|
22
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (2)
|
336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (4)
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Real estate and REITS (5)
|
67
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (6)
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,951
|
|
|
$
|
750
|
|
|
$
|
292
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.
|
(4)
|
Consists of long-dated options on a commodity index.
|
(5)
|
Consists of exchange traded REITS.
|
(6)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
86
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|||||||
Global
|
135
|
|
|
135
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (2)
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe (2)
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Derivatives (4)
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Fixed income securities (5)
|
2,129
|
|
|
1,726
|
|
|
403
|
|
|
—
|
|
||||
Annuities
|
1,773
|
|
|
—
|
|
|
—
|
|
|
1,773
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities (2)
|
223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (6)
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (7)
|
773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,675
|
|
|
$
|
1,947
|
|
|
$
|
413
|
|
|
$
|
1,773
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives.
|
(5)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
159
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
66
|
|
|
—
|
|
|
66
|
|
|
—
|
|
||||
Global
|
133
|
|
|
133
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global (2)
|
360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe (2)
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives (4)
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
||||
Fixed income securities (5)
|
3,145
|
|
|
2,268
|
|
|
877
|
|
|
—
|
|
||||
Annuities
|
827
|
|
|
—
|
|
|
—
|
|
|
827
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income securities (2)
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (6)
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (7)
|
717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,903
|
|
|
$
|
2,560
|
|
|
$
|
1,054
|
|
|
$
|
827
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives.
|
(5)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity and hedge funds.
|
Fair Value Measurements Using Level 3 Inputs
|
Annuities
|
||
Balance at January 1, 2015
|
$
|
836
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2015
|
(32
|
)
|
|
Purchases, sales and settlements—net
|
58
|
|
|
Foreign exchange
|
(35
|
)
|
|
Balance at December 31, 2015
|
827
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2016
|
7
|
|
|
Purchases, sales and settlements—net
|
1,248
|
|
|
Foreign exchange
|
(309
|
)
|
|
Balance at December 31, 2016
|
$
|
1,773
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (1)
|
322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
North America (1)
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities (2)
|
166
|
|
|
—
|
|
|
166
|
|
|
—
|
|
||||
Derivatives (2)
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities (1)
|
469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments (1) (3)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
REITS (1) (4)
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,076
|
|
|
$
|
11
|
|
|
$
|
203
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(3)
|
Consists of limited partnerships, private equity and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (1)
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
North America (1)
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities (2)
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Derivatives (2)
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities (1)
|
576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Alternative investments (1) (3)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodities (1)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
REITS (1) (4)
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,019
|
|
|
$
|
11
|
|
|
$
|
78
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(3)
|
Consists of limited partnerships, private equity and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
2017
|
|
$
|
124
|
|
|
$
|
168
|
|
|
$
|
39
|
|
2018
|
|
130
|
|
|
180
|
|
|
40
|
|
|||
2019
|
|
140
|
|
|
187
|
|
|
40
|
|
|||
2020
|
|
148
|
|
|
191
|
|
|
41
|
|
|||
2021
|
|
156
|
|
|
185
|
|
|
42
|
|
|||
2022 – 2026
|
|
892
|
|
|
893
|
|
|
228
|
|
|
2016
|
|
2015
|
||||
Accumulated projected benefit obligation
|
$
|
110
|
|
|
$
|
105
|
|
Fair value of plan assets
|
18
|
|
|
18
|
|
||
Funded status
|
(92
|
)
|
|
(87
|
)
|
||
Unrecognized prior-service credit
|
(3
|
)
|
|
(3
|
)
|
||
Unrecognized loss
|
10
|
|
|
7
|
|
||
Net amount recognized
|
$
|
(85
|
)
|
|
$
|
(83
|
)
|
|
2016
|
|
2015
|
|
2014
|
Net periodic benefit cost recognized (millions)
|
$5
|
|
$6
|
|
$3
|
Weighted-average discount rate used to determine future benefit obligations
|
3.71-4.15%
|
|
3.99-4.33%
|
|
3.83 - 4.08
|
Weighted-average discount rate used to determine net periodic benefit costs
|
3.99-4.33%
|
|
3.83-4.08%
|
|
4.44 - 4.95
|
•
|
To contribute
$4 million
to fund significant other post-retirement benefit plans during
2017
.
|
•
|
Estimated future benefit payments will be approximately
$6 million
each year for
2017
through 2021, and
$30 million
in aggregate for 2022-2026.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted share units (“RSUs”)
|
$
|
194
|
|
|
$
|
201
|
|
|
$
|
187
|
|
Performance share awards ("PSAs")
|
125
|
|
|
127
|
|
|
132
|
|
|||
Employee share purchase plans
|
12
|
|
|
11
|
|
|
9
|
|
|||
Total share-based compensation expense
|
331
|
|
|
339
|
|
|
328
|
|
|||
Tax benefit
|
94
|
|
|
95
|
|
|
94
|
|
|||
Share-based compensation expense, net of tax
|
$
|
237
|
|
|
$
|
244
|
|
|
$
|
234
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Fair
Value (1)
|
|
Shares
|
|
Fair
Value (1)
|
|
Shares
|
|
Fair
Value (1)
|
|||||||||
Non-vested at beginning of year
|
7,167
|
|
|
$
|
77
|
|
|
8,381
|
|
|
$
|
63
|
|
|
9,759
|
|
|
$
|
51
|
|
Granted
|
2,252
|
|
|
101
|
|
|
2,459
|
|
|
97
|
|
|
2,844
|
|
|
84
|
|
|||
Vested
|
(2,845
|
)
|
|
70
|
|
|
(3,385
|
)
|
|
58
|
|
|
(3,732
|
)
|
|
49
|
|
|||
Forfeited
|
(379
|
)
|
|
82
|
|
|
(288
|
)
|
|
71
|
|
|
(490
|
)
|
|
58
|
|
|||
Non-vested at end of year
|
6,195
|
|
|
89
|
|
|
7,167
|
|
|
77
|
|
|
8,381
|
|
|
63
|
|
(1)
|
Represents per share weighted average fair value of award at date of grant.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Target PSAs granted per share
|
783
|
|
|
993
|
|
|
816
|
|
|||
Weighted average fair value per share at date of grant
|
$
|
100
|
|
|
$
|
96
|
|
|
$
|
81
|
|
Number of shares that would be issued based on current performance levels
|
777
|
|
|
1,437
|
|
|
1,540
|
|
|||
Unamortized expense, based on current performance levels
|
$
|
57
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
Notional Amount
|
|
Derivative Assets (1)
|
|
Derivative Liabilities (2)
|
||||||||||||||||||
As of December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounted for as hedges
|
$
|
758
|
|
|
$
|
778
|
|
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
13
|
|
|
$
|
18
|
|
Not accounted for as hedges (3)
|
189
|
|
|
280
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total
|
$
|
947
|
|
|
$
|
1,058
|
|
|
$
|
15
|
|
|
$
|
32
|
|
|
$
|
14
|
|
|
$
|
18
|
|
(1)
|
Included within Other current assets (
$6 million
in
2016
and
$15 million
in
2015
, respectively) or Other non-current assets (
$9 million
in
2016
and
$17 million
in
2015
, respectively)
|
(2)
|
Included within Other current liabilities (
$7 million
in
2016
and
$13 million
in
2015
, respectively) or Other non-current liabilities (
$7 million
in
2016
and
$5 million
in
2015
, respectively)
|
(3)
|
These contracts typically are for
30
day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets Presented in the Statement of Financial Position (1)
|
||||||||||||||||||
Derivatives accounted for as hedges:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
(13
|
)
|
|
$
|
13
|
|
|
$
|
19
|
|
(1)
|
Included within Other current assets (
$4 million
in
2016
and
$6 million
in
2015
, respectively) or Other non-current assets (
$9 million
in
2016
and
$13 million
in
2015
, respectively)
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Position (1)
|
||||||||||||||||||
Derivatives accounted for as hedges:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
(13
|
)
|
|
$
|
12
|
|
|
$
|
5
|
|
(1)
|
Included within Other current liabilities (
$5 million
in
2016
and
$4 million
in
2015
, respectively) or Other non-current liabilities (
$7 million
in
2016
and
$1 million
in
2015
, respectively)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Location of future reclassification from Accumulated Other Comprehensive Loss
|
|
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:
|
||||||||||||||||
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2016
|
|
$
|
8
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
(25
|
)
|
2015
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
|
(9
|
)
|
|||||
2014
|
|
11
|
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
|
(2
|
)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
|
|
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
|
||||||||||||||||
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income
|
|
Total
|
||||||||||
2016
|
|
$
|
2
|
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
(10
|
)
|
2015
|
|
4
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(17
|
)
|
|||||
2014
|
|
(5
|
)
|
|
3
|
|
|
(10
|
)
|
|
(2
|
)
|
|
(14
|
)
|
•
|
Level 1 — observable inputs such as quoted prices for identical assets in active markets;
|
•
|
Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
1,371
|
|
|
$
|
1,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity investments
|
9
|
|
|
6
|
|
|
3
|
|
|
—
|
|
||||
Derivatives (2):
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 12 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
1,396
|
|
|
$
|
1,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity investments
|
10
|
|
|
6
|
|
|
4
|
|
|
—
|
|
||||
Derivatives (2):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign exchange contracts
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 12 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
2016
|
|
2015
|
||||||||||||
As of December 31
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt
|
$
|
5,869
|
|
|
$
|
6,264
|
|
|
$
|
5,138
|
|
|
$
|
5,386
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
7,485
|
|
|
$
|
7,426
|
|
|
$
|
7,834
|
|
HR Solutions
|
4,183
|
|
|
4,303
|
|
|
4,264
|
|
|||
Intersegment eliminations
|
(41
|
)
|
|
(47
|
)
|
|
(53
|
)
|
|||
Total revenue
|
$
|
11,627
|
|
|
$
|
11,682
|
|
|
$
|
12,045
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Retail brokerage
|
$
|
6,096
|
|
|
$
|
6,044
|
|
|
$
|
6,334
|
|
Reinsurance brokerage
|
1,367
|
|
|
1,361
|
|
|
1,474
|
|
|||
Total Risk Solutions Segment
|
7,463
|
|
|
7,405
|
|
|
7,808
|
|
|||
Consulting services
|
1,662
|
|
|
1,686
|
|
|
1,700
|
|
|||
Outsourcing
|
2,557
|
|
|
2,658
|
|
|
2,607
|
|
|||
Intrasegment
|
(36
|
)
|
|
(41
|
)
|
|
(43
|
)
|
|||
Total HR Solutions Segment
|
4,183
|
|
|
4,303
|
|
|
4,264
|
|
|||
Intersegment
|
(41
|
)
|
|
(47
|
)
|
|
(53
|
)
|
|||
Total commissions, fees and other revenue
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
26
|
|
HR Solutions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total fiduciary investment income
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
26
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
1,587
|
|
|
$
|
1,506
|
|
|
$
|
1,648
|
|
HR Solutions
|
557
|
|
|
536
|
|
|
485
|
|
|||
Segment income before income taxes
|
2,144
|
|
|
2,042
|
|
|
2,133
|
|
|||
Unallocated expenses
|
(238
|
)
|
|
(194
|
)
|
|
(167
|
)
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
Years ended December 31
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
2016
|
11,627
|
|
|
$
|
6,078
|
|
|
$
|
995
|
|
|
$
|
1,378
|
|
|
$
|
1,760
|
|
|
$
|
1,416
|
|
2015
|
11,682
|
|
|
6,063
|
|
|
1,053
|
|
|
1,527
|
|
|
1,909
|
|
|
1,130
|
|
|||||
2014
|
12,045
|
|
|
5,824
|
|
|
1,176
|
|
|
1,623
|
|
|
2,189
|
|
|
1,233
|
|
As of December 31, 2016
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
Fixed assets, net
|
765
|
|
|
$
|
443
|
|
|
$
|
62
|
|
|
$
|
65
|
|
|
$
|
85
|
|
|
$
|
110
|
|
Goodwill, intangible assets and other
|
12,382
|
|
|
6,947
|
|
|
887
|
|
|
2,091
|
|
|
2,054
|
|
|
403
|
|
|||||
Total
|
13,147
|
|
|
7,390
|
|
|
949
|
|
|
2,156
|
|
|
2,139
|
|
|
513
|
|
As of December 31, 2015
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
Fixed assets, net
|
765
|
|
|
$
|
432
|
|
|
$
|
48
|
|
|
$
|
89
|
|
|
$
|
89
|
|
|
$
|
107
|
|
Goodwill, intangible assets and other
|
12,253
|
|
|
6,635
|
|
|
368
|
|
|
2,606
|
|
|
2,181
|
|
|
463
|
|
|||||
Total
|
13,018
|
|
|
7,067
|
|
|
416
|
|
|
2,695
|
|
|
2,270
|
|
|
570
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,605
|
|
|
$
|
—
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
11,627
|
|
|
—
|
|
|
11,627
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
130
|
|
|
171
|
|
|
6,613
|
|
|
—
|
|
|
6,914
|
|
|||||
Other general expenses
|
—
|
|
|
2
|
|
|
2,805
|
|
|
—
|
|
|
2,807
|
|
|||||
Total operating expenses
|
130
|
|
|
173
|
|
|
9,418
|
|
|
—
|
|
|
9,721
|
|
|||||
Operating (loss) income
|
(130
|
)
|
|
(173
|
)
|
|
2,209
|
|
|
—
|
|
|
1,906
|
|
|||||
Interest income
|
—
|
|
|
16
|
|
|
22
|
|
|
(29
|
)
|
|
9
|
|
|||||
Interest expense
|
(196
|
)
|
|
(101
|
)
|
|
(14
|
)
|
|
29
|
|
|
(282
|
)
|
|||||
Intercompany interest income (expense)
|
14
|
|
|
(541
|
)
|
|
527
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
274
|
|
|
(361
|
)
|
|
87
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
15
|
|
|
(5
|
)
|
|
44
|
|
|
(18
|
)
|
|
36
|
|
|||||
Income (loss) before taxes
|
(23
|
)
|
|
(1,165
|
)
|
|
2,875
|
|
|
(18
|
)
|
|
1,669
|
|
|||||
Income tax expense (benefit)
|
(55
|
)
|
|
(325
|
)
|
|
619
|
|
|
—
|
|
|
239
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
32
|
|
|
(840
|
)
|
|
2,256
|
|
|
(18
|
)
|
|
1,430
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
1,382
|
|
|
1,219
|
|
|
379
|
|
|
(2,980
|
)
|
|
—
|
|
|||||
Net income
|
1,414
|
|
|
379
|
|
|
2,635
|
|
|
(2,998
|
)
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,601
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,396
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,661
|
|
|
$
|
—
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
11,682
|
|
|
—
|
|
|
11,682
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
136
|
|
|
32
|
|
|
6,669
|
|
|
—
|
|
|
6,837
|
|
|||||
Other general expenses
|
8
|
|
|
7
|
|
|
2,982
|
|
|
—
|
|
|
2,997
|
|
|||||
Total operating expenses
|
144
|
|
|
39
|
|
|
9,651
|
|
|
—
|
|
|
9,834
|
|
|||||
Operating (loss) income
|
(144
|
)
|
|
(39
|
)
|
|
2,031
|
|
|
—
|
|
|
1,848
|
|
|||||
Interest income
|
—
|
|
|
14
|
|
|
19
|
|
|
(19
|
)
|
|
14
|
|
|||||
Interest expense
|
(140
|
)
|
|
(130
|
)
|
|
(22
|
)
|
|
19
|
|
|
(273
|
)
|
|||||
Intercompany interest income (expense)
|
429
|
|
|
(479
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
302
|
|
|
(422
|
)
|
|
120
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
(1
|
)
|
|
—
|
|
|
101
|
|
|
—
|
|
|
100
|
|
|||||
Income (loss) before taxes
|
446
|
|
|
(1,056
|
)
|
|
2,299
|
|
|
—
|
|
|
1,689
|
|
|||||
Income tax expense (benefit)
|
45
|
|
|
(262
|
)
|
|
484
|
|
|
—
|
|
|
267
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
401
|
|
|
(794
|
)
|
|
1,815
|
|
|
—
|
|
|
1,422
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
984
|
|
|
1,290
|
|
|
496
|
|
|
(2,770
|
)
|
|
—
|
|
|||||
Net income
|
1,385
|
|
|
496
|
|
|
2,311
|
|
|
(2,770
|
)
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,274
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,385
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustment
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,019
|
|
|
$
|
—
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
12,045
|
|
|
—
|
|
|
12,045
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
140
|
|
|
16
|
|
|
6,858
|
|
|
—
|
|
|
7,014
|
|
|||||
Other general expenses
|
3
|
|
|
5
|
|
|
3,057
|
|
|
—
|
|
|
3,065
|
|
|||||
Total operating expenses
|
143
|
|
|
21
|
|
|
9,915
|
|
|
—
|
|
|
10,079
|
|
|||||
Operating (loss) income
|
(143
|
)
|
|
(21
|
)
|
|
2,130
|
|
|
—
|
|
|
1,966
|
|
|||||
Interest income
|
—
|
|
|
2
|
|
|
17
|
|
|
(9
|
)
|
|
10
|
|
|||||
Interest expense
|
(84
|
)
|
|
(139
|
)
|
|
(41
|
)
|
|
9
|
|
|
(255
|
)
|
|||||
Intercompany interest (expense) income
|
449
|
|
|
(298
|
)
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany other (expense) income
|
342
|
|
|
(390
|
)
|
|
48
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
2
|
|
|
5
|
|
|
37
|
|
|
—
|
|
|
44
|
|
|||||
Income (loss) before taxes
|
566
|
|
|
(841
|
)
|
|
2,040
|
|
|
—
|
|
|
1,765
|
|
|||||
Income tax (benefit) expense
|
74
|
|
|
(192
|
)
|
|
452
|
|
|
—
|
|
|
334
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
492
|
|
|
(649
|
)
|
|
1,588
|
|
|
—
|
|
|
1,431
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
905
|
|
|
1,195
|
|
|
546
|
|
|
(2,646
|
)
|
|
—
|
|
|||||
Net income
|
1,397
|
|
|
546
|
|
|
2,134
|
|
|
(2,646
|
)
|
|
1,431
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,100
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,397
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,635
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,430
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,601
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,396
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
(1
|
)
|
|
(11
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Foreign currency translation adjustments
|
(2
|
)
|
|
21
|
|
|
(532
|
)
|
|
18
|
|
|
(495
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
68
|
|
|
(52
|
)
|
|
—
|
|
|
16
|
|
|||||
Total other comprehensive income (loss)
|
(2
|
)
|
|
88
|
|
|
(595
|
)
|
|
18
|
|
|
(491
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(505
|
)
|
|
(547
|
)
|
|
(459
|
)
|
|
1,511
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(507
|
)
|
|
(459
|
)
|
|
(1,052
|
)
|
|
1,529
|
|
|
(489
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
$
|
907
|
|
|
$
|
(80
|
)
|
|
$
|
1,549
|
|
|
$
|
(1,469
|
)
|
|
$
|
907
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,311
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,422
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,274
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,385
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
(47
|
)
|
|
(395
|
)
|
|
—
|
|
|
(442
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
12
|
|
|
143
|
|
|
—
|
|
|
155
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
(35
|
)
|
|
(260
|
)
|
|
—
|
|
|
(295
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(289
|
)
|
|
(259
|
)
|
|
(294
|
)
|
|
842
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(289
|
)
|
|
(294
|
)
|
|
(548
|
)
|
|
842
|
|
|
(289
|
)
|
|||||
Comprehensive income attributable to Aon shareholders
|
$
|
1,096
|
|
|
$
|
202
|
|
|
$
|
1,726
|
|
|
$
|
(1,928
|
)
|
|
$
|
1,096
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,134
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,431
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,100
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,397
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
4
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
(31
|
)
|
|
(476
|
)
|
|
—
|
|
|
(507
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
(315
|
)
|
|
55
|
|
|
—
|
|
|
(260
|
)
|
|||||
Total other comprehensive loss
|
—
|
|
|
(349
|
)
|
|
(414
|
)
|
|
—
|
|
|
(763
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(760
|
)
|
|
(409
|
)
|
|
(758
|
)
|
|
1,927
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(760
|
)
|
|
(758
|
)
|
|
(1,169
|
)
|
|
1,927
|
|
|
(760
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
$
|
637
|
|
|
$
|
(212
|
)
|
|
$
|
931
|
|
|
$
|
(719
|
)
|
|
$
|
637
|
|
|
As of December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,633
|
|
|
$
|
660
|
|
|
$
|
(1,862
|
)
|
|
$
|
431
|
|
Short-term investments
|
—
|
|
|
140
|
|
|
150
|
|
|
—
|
|
|
290
|
|
|||||
Receivables, net
|
—
|
|
|
3
|
|
|
2,586
|
|
|
—
|
|
|
2,589
|
|
|||||
Fiduciary assets
|
—
|
|
|
—
|
|
|
9,485
|
|
|
—
|
|
|
9,485
|
|
|||||
Intercompany receivables
|
105
|
|
|
1,880
|
|
|
9,825
|
|
|
(11,810
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
25
|
|
|
326
|
|
|
—
|
|
|
351
|
|
|||||
Total Current Assets
|
105
|
|
|
3,681
|
|
|
23,032
|
|
|
(13,672
|
)
|
|
13,146
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
8,747
|
|
|
—
|
|
|
8,747
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
2,223
|
|
|
—
|
|
|
2,223
|
|
|||||
Fixed assets, net
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
|||||
Deferred tax assets
|
134
|
|
|
726
|
|
|
168
|
|
|
(706
|
)
|
|
322
|
|
|||||
Intercompany receivables
|
366
|
|
|
261
|
|
|
8,711
|
|
|
(9,338
|
)
|
|
—
|
|
|||||
Prepaid Pension
|
—
|
|
|
5
|
|
|
853
|
|
|
—
|
|
|
858
|
|
|||||
Other non-current assets
|
2
|
|
|
119
|
|
|
433
|
|
|
—
|
|
|
554
|
|
|||||
Investment in subsidiary
|
10,107
|
|
|
17,137
|
|
|
(350
|
)
|
|
(26,894
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
10,714
|
|
|
$
|
21,929
|
|
|
$
|
44,582
|
|
|
$
|
(50,610
|
)
|
|
$
|
26,615
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
585
|
|
|
$
|
44
|
|
|
$
|
3,034
|
|
|
$
|
(1,862
|
)
|
|
$
|
1,801
|
|
Short-term debt and current portion of long-term debt
|
279
|
|
|
50
|
|
|
7
|
|
|
—
|
|
|
336
|
|
|||||
Fiduciary Liabilities
|
—
|
|
|
—
|
|
|
9,485
|
|
|
—
|
|
|
9,485
|
|
|||||
Intercompany payables
|
142
|
|
|
10,399
|
|
|
1,269
|
|
|
(11,810
|
)
|
|
—
|
|
|||||
Other current liabilities
|
—
|
|
|
63
|
|
|
810
|
|
|
—
|
|
|
873
|
|
|||||
Total Current Liabilities
|
1,006
|
|
|
10,556
|
|
|
14,605
|
|
|
(13,672
|
)
|
|
12,495
|
|
|||||
Long-term debt
|
4,177
|
|
|
1,413
|
|
|
279
|
|
|
—
|
|
|
5,869
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
759
|
|
|
(658
|
)
|
|
101
|
|
|||||
Pension, other post-retirement and other post-employment liabilities
|
—
|
|
|
1,356
|
|
|
418
|
|
|
—
|
|
|
1,774
|
|
|||||
Intercompany payables
|
—
|
|
|
8,877
|
|
|
461
|
|
|
(9,338
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
8
|
|
|
77
|
|
|
759
|
|
|
—
|
|
|
844
|
|
|||||
TOTAL LIABILITIES
|
5,191
|
|
|
22,279
|
|
|
17,281
|
|
|
(23,668
|
)
|
|
21,083
|
|
|||||
TOTAL AON SHAREHOLDERS’ EQUITY
|
5,523
|
|
|
(350
|
)
|
|
27,244
|
|
|
(26,942
|
)
|
|
5,475
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
TOTAL EQUITY
|
5,523
|
|
|
(350
|
)
|
|
27,301
|
|
|
(26,942
|
)
|
|
5,532
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
10,714
|
|
|
$
|
21,929
|
|
|
$
|
44,582
|
|
|
$
|
(50,610
|
)
|
|
$
|
26,615
|
|
|
As of December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2,083
|
|
|
$
|
1,242
|
|
|
$
|
(2,941
|
)
|
|
$
|
384
|
|
Short-term investments
|
—
|
|
|
209
|
|
|
147
|
|
|
—
|
|
|
356
|
|
|||||
Receivables, net
|
1
|
|
|
—
|
|
|
2,563
|
|
|
—
|
|
|
2,564
|
|
|||||
Fiduciary assets
|
—
|
|
|
—
|
|
|
9,932
|
|
|
—
|
|
|
9,932
|
|
|||||
Intercompany receivables
|
432
|
|
|
1,950
|
|
|
7,957
|
|
|
(10,339
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
19
|
|
|
310
|
|
|
—
|
|
|
329
|
|
|||||
Total Current Assets
|
433
|
|
|
4,261
|
|
|
22,151
|
|
|
(13,280
|
)
|
|
13,565
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
8,448
|
|
|
—
|
|
|
8,448
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
2,180
|
|
|
—
|
|
|
2,180
|
|
|||||
Fixed assets, net
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
|||||
Deferred tax assets
|
154
|
|
|
756
|
|
|
207
|
|
|
(817
|
)
|
|
300
|
|
|||||
Intercompany receivables
|
375
|
|
|
526
|
|
|
8,633
|
|
|
(9,534
|
)
|
|
—
|
|
|||||
Prepaid Pension
|
—
|
|
|
6
|
|
|
1,027
|
|
|
—
|
|
|
1,033
|
|
|||||
Other non-current assets
|
—
|
|
|
119
|
|
|
557
|
|
|
(84
|
)
|
|
592
|
|
|||||
Investment in subsidiary
|
11,700
|
|
|
16,042
|
|
|
(123
|
)
|
|
(27,619
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
12,662
|
|
|
$
|
21,710
|
|
|
$
|
43,845
|
|
|
$
|
(51,334
|
)
|
|
$
|
26,883
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
2,988
|
|
|
$
|
45
|
|
|
$
|
1,680
|
|
|
$
|
(2,941
|
)
|
|
$
|
1,772
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
550
|
|
|
12
|
|
|
—
|
|
|
562
|
|
|||||
Fiduciary Liabilities
|
—
|
|
|
—
|
|
|
9,932
|
|
|
—
|
|
|
9,932
|
|
|||||
Intercompany payables
|
167
|
|
|
9,518
|
|
|
654
|
|
|
(10,339
|
)
|
|
—
|
|
|||||
Other current liabilities
|
47
|
|
|
56
|
|
|
716
|
|
|
—
|
|
|
819
|
|
|||||
Total Current Liabilities
|
3,202
|
|
|
10,169
|
|
|
12,994
|
|
|
(13,280
|
)
|
|
13,085
|
|
|||||
Long-term debt
|
3,451
|
|
|
1,412
|
|
|
275
|
|
|
—
|
|
|
5,138
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
855
|
|
|
(818
|
)
|
|
37
|
|
|||||
Pension, other post-retirement and other post-employment liabilities
|
—
|
|
|
1,313
|
|
|
482
|
|
|
—
|
|
|
1,795
|
|
|||||
Intercompany payables
|
—
|
|
|
8,799
|
|
|
735
|
|
|
(9,534
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
7
|
|
|
140
|
|
|
705
|
|
|
(83
|
)
|
|
769
|
|
|||||
TOTAL LIABILITIES
|
6,660
|
|
|
21,833
|
|
|
16,046
|
|
|
(23,715
|
)
|
|
20,824
|
|
|||||
TOTAL AON SHAREHOLDERS’ EQUITY
|
6,002
|
|
|
(123
|
)
|
|
27,742
|
|
|
(27,619
|
)
|
|
6,002
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
TOTAL EQUITY
|
6,002
|
|
|
(123
|
)
|
|
27,799
|
|
|
(27,619
|
)
|
|
6,059
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
12,662
|
|
|
$
|
21,710
|
|
|
$
|
43,845
|
|
|
$
|
(51,334
|
)
|
|
$
|
26,883
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
$
|
2,705
|
|
|
$
|
(536
|
)
|
|
$
|
3,265
|
|
|
$
|
(3,108
|
)
|
|
$
|
2,326
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
316
|
|
|
15
|
|
|
(288
|
)
|
|
43
|
|
|||||
Payments for investments
|
—
|
|
|
(35
|
)
|
|
(29
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Net (purchases) sales of short-term investments - non-fiduciary
|
—
|
|
|
70
|
|
|
(9
|
)
|
|
—
|
|
|
61
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(335
|
)
|
|
(608
|
)
|
|
64
|
|
|
(879
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
171
|
|
|
(64
|
)
|
|
107
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
16
|
|
|
(682
|
)
|
|
(288
|
)
|
|
(954
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Advances from (to) affiliates and other (1)
|
(2,008
|
)
|
|
570
|
|
|
(3,037
|
)
|
|
4,475
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Issuance of debt
|
1,879
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
3,467
|
|
|||||
Repayment of debt
|
(845
|
)
|
|
(2,088
|
)
|
|
(12
|
)
|
|
—
|
|
|
(2,945
|
)
|
|||||
Cash dividends to shareholders
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(2,705
|
)
|
|
70
|
|
|
(3,126
|
)
|
|
4,475
|
|
|
(1,286
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(450
|
)
|
|
(582
|
)
|
|
1,079
|
|
|
47
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
2,083
|
|
|
1,242
|
|
|
(2,941
|
)
|
|
384
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
1,633
|
|
|
$
|
660
|
|
|
$
|
(1,862
|
)
|
|
$
|
431
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
695
|
|
|
$
|
464
|
|
|
$
|
2,523
|
|
|
$
|
(1,673
|
)
|
|
$
|
2,009
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
27
|
|
|
193
|
|
|
—
|
|
|
220
|
|
|||||
Payments for investments
|
(13
|
)
|
|
(47
|
)
|
|
(219
|
)
|
|
13
|
|
|
(266
|
)
|
|||||
Net purchases of short-term investments - non-fiduciary
|
—
|
|
|
(42
|
)
|
|
51
|
|
|
—
|
|
|
9
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
(13
|
)
|
|
(62
|
)
|
|
(76
|
)
|
|
13
|
|
|
(138
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(1,550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|||||
Advances from (to) affiliates and other (1)
|
232
|
|
|
(326
|
)
|
|
(2,339
|
)
|
|
2,433
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(29
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Issuance of debt
|
1,318
|
|
|
4,026
|
|
|
7
|
|
|
—
|
|
|
5,351
|
|
|||||
Repayment of debt
|
(330
|
)
|
|
(4,746
|
)
|
|
(22
|
)
|
|
—
|
|
|
(5,098
|
)
|
|||||
Cash dividends to shareholders
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||
Noncontrolling interests and other financing activities
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
CASH USED FOR FINANCING ACTIVITIES
|
(682
|
)
|
|
(1,046
|
)
|
|
(2,394
|
)
|
|
2,433
|
|
|
(1,689
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(644
|
)
|
|
(119
|
)
|
|
773
|
|
|
10
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
2,727
|
|
|
1,361
|
|
|
(3,714
|
)
|
|
374
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
2,083
|
|
|
$
|
1,242
|
|
|
$
|
(2,941
|
)
|
|
$
|
384
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
$
|
769
|
|
|
$
|
(927
|
)
|
|
$
|
1,970
|
|
|
$
|
—
|
|
|
$
|
1,812
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
39
|
|
|
13
|
|
|
—
|
|
|
52
|
|
|||||
Payments for investments
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Net sales of short-term investments - non-fiduciary
|
—
|
|
|
(3
|
)
|
|
113
|
|
|
—
|
|
|
110
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
(479
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
|||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
16
|
|
|
(561
|
)
|
|
—
|
|
|
(545
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|||||
Advances from (to) affiliates
|
19
|
|
|
3,215
|
|
|
(536
|
)
|
|
(2,698
|
)
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||||
Issuance of debt
|
2,908
|
|
|
2,326
|
|
|
5
|
|
|
—
|
|
|
5,239
|
|
|||||
Repayment of debt
|
(1,068
|
)
|
|
(2,150
|
)
|
|
(700
|
)
|
|
—
|
|
|
(3,918
|
)
|
|||||
Cash dividends to shareholders
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Noncontrolling interests and other financing activities
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
(769
|
)
|
|
3,391
|
|
|
(1,227
|
)
|
|
(2,698
|
)
|
|
(1,303
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
2,480
|
|
|
115
|
|
|
(2,698
|
)
|
|
(103
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
247
|
|
|
1,246
|
|
|
(1,016
|
)
|
|
477
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
2,727
|
|
|
$
|
1,361
|
|
|
$
|
(3,714
|
)
|
|
$
|
374
|
|
(As reported)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,787
|
|
|
$
|
2,761
|
|
|
$
|
2,740
|
|
|
$
|
3,317
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
22
|
|
|||||
Total revenue
|
2,792
|
|
|
2,766
|
|
|
2,746
|
|
|
3,323
|
|
|
11,627
|
|
|||||
Operating income
|
450
|
|
|
405
|
|
|
422
|
|
|
629
|
|
|
1,906
|
|
|||||
Net income
|
327
|
|
|
280
|
|
|
314
|
|
|
509
|
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
12
|
|
|
8
|
|
|
7
|
|
|
7
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
315
|
|
|
$
|
272
|
|
|
$
|
307
|
|
|
$
|
502
|
|
|
$
|
1,396
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.16
|
|
|
$
|
1.01
|
|
|
$
|
1.15
|
|
|
$
|
1.89
|
|
|
$
|
5.21
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.15
|
|
|
$
|
1.01
|
|
|
$
|
1.14
|
|
|
$
|
1.87
|
|
|
$
|
5.16
|
|
(Effect of change)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
13
|
|
|
$
|
34
|
|
|
$
|
14
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
13
|
|
|
34
|
|
|
14
|
|
|
(61
|
)
|
|
—
|
|
|||||
Operating income
|
13
|
|
|
34
|
|
|
14
|
|
|
(61
|
)
|
|
—
|
|
|||||
Net income
|
10
|
|
|
28
|
|
|
12
|
|
|
(50
|
)
|
|
—
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
10
|
|
|
$
|
28
|
|
|
$
|
12
|
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
0.04
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
(As revised)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,800
|
|
|
$
|
2,795
|
|
|
$
|
2,754
|
|
|
$
|
3,256
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
22
|
|
|||||
Total revenue
|
2,805
|
|
|
2,800
|
|
|
2,760
|
|
|
3,262
|
|
|
11,627
|
|
|||||
Operating income
|
463
|
|
|
439
|
|
|
436
|
|
|
568
|
|
|
1,906
|
|
|||||
Net income
|
337
|
|
|
308
|
|
|
326
|
|
|
459
|
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
12
|
|
|
8
|
|
|
7
|
|
|
7
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
325
|
|
|
$
|
300
|
|
|
$
|
319
|
|
|
$
|
452
|
|
|
$
|
1,396
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.20
|
|
|
$
|
1.12
|
|
|
$
|
1.19
|
|
|
$
|
1.70
|
|
|
$
|
5.21
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.19
|
|
|
$
|
1.11
|
|
|
$
|
1.18
|
|
|
$
|
1.68
|
|
|
$
|
5.16
|
|
(As reported)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,842
|
|
|
$
|
2,800
|
|
|
$
|
2,736
|
|
|
$
|
3,283
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|
21
|
|
|||||
Total revenue
|
2,847
|
|
|
2,805
|
|
|
2,742
|
|
|
3,288
|
|
|
11,682
|
|
|||||
Operating income
|
441
|
|
|
277
|
|
|
413
|
|
|
717
|
|
|
1,848
|
|
|||||
Net income
|
341
|
|
|
188
|
|
|
303
|
|
|
590
|
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
13
|
|
|
10
|
|
|
8
|
|
|
6
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
328
|
|
|
$
|
178
|
|
|
$
|
295
|
|
|
$
|
584
|
|
|
$
|
1,385
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.15
|
|
|
$
|
0.63
|
|
|
$
|
1.05
|
|
|
$
|
2.12
|
|
|
$
|
4.93
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.14
|
|
|
$
|
0.62
|
|
|
$
|
1.04
|
|
|
$
|
2.09
|
|
|
$
|
4.88
|
|
(Effect of change)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
20
|
|
|
$
|
31
|
|
|
$
|
10
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
20
|
|
|
31
|
|
|
10
|
|
|
(61
|
)
|
|
—
|
|
|||||
Operating income
|
20
|
|
|
31
|
|
|
10
|
|
|
(61
|
)
|
|
—
|
|
|||||
Net income
|
16
|
|
|
26
|
|
|
8
|
|
|
(50
|
)
|
|
—
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
16
|
|
|
$
|
26
|
|
|
$
|
8
|
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
0.06
|
|
|
$
|
0.09
|
|
|
$
|
0.03
|
|
|
$
|
(0.18
|
)
|
|
$
|
—
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
0.06
|
|
|
$
|
0.09
|
|
|
$
|
0.03
|
|
|
$
|
(0.18
|
)
|
|
$
|
—
|
|
(As revised)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,862
|
|
|
$
|
2,831
|
|
|
$
|
2,746
|
|
|
$
|
3,222
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|
21
|
|
|||||
Total revenue
|
2,867
|
|
|
2,836
|
|
|
2,752
|
|
|
3,227
|
|
|
11,682
|
|
|||||
Operating income
|
461
|
|
|
308
|
|
|
423
|
|
|
656
|
|
|
1,848
|
|
|||||
Net income
|
357
|
|
|
214
|
|
|
311
|
|
|
540
|
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
13
|
|
|
10
|
|
|
8
|
|
|
6
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
344
|
|
|
$
|
204
|
|
|
$
|
303
|
|
|
$
|
534
|
|
|
$
|
1,385
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.21
|
|
|
$
|
0.72
|
|
|
$
|
1.08
|
|
|
$
|
1.94
|
|
|
$
|
4.93
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.20
|
|
|
$
|
0.71
|
|
|
$
|
1.07
|
|
|
$
|
1.91
|
|
|
$
|
4.88
|
|
(a)
|
(1) and (2).
The following documents have been included in Part II, Item 8.
|
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements
|
|
|
Consolidated Statements of Financial Position — As of December 31, 2016 and 2015
|
|
|
Consolidated Statements of Income — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Notes to Consolidated Financial Statements
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting
|
|
|
4.7*
|
Indenture dated as of April 12, 2006 among Aon Finance N.S.1, ULC, Aon and Computershare Trust Company of Canada, as Trustee — incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 18, 2006.
|
|
|
|
|
|
|
4.8*
|
Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and The Bank of New York Mellon Trust Company, N.A.) — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
4.9*
|
Form of 5.00% Senior Note due 2020 — incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on September 10, 2010.
|
|
|
|
|
|
|
4.10*
|
Form of 6.25% Senior Note due 2040 — incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K filed on September 10, 2010.
|
|
|
|
|
|
|
4.11*
|
Indenture dated as of March 8, 2011, among Aon Finance N.S. 1, ULC, Aon Corporation and Computershare Trust Company of Canada. — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on March 8, 2011.
|
|
|
|
|
|
|
4.12*
|
First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee (supplementing the Indenture dated as of March 8, 2011 among Aon Finance N.S.1, ULC, Aon Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee) — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
4.13*
|
Indenture, dated as of December 12, 2012 by and among Aon plc, Aon Corporation, The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on December 13, 2012.
|
|
|
|
|
|
|
4.14*
|
Form of 4.250% Senior Note Due 2042 - incorporated by reference to Exhibit 4.6 to Aon’s Registration Statement on Form S-4 (File No. 333-187637) filed on March 29, 2013.
|
|
|
|
|
|
|
4.15*
|
Indenture, dated as of May 24, 2013, among Aon, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 24, 2013.
|
|
|
|
|
|
|
4.16*
|
Form of 4.45% Senior Note due 2043 — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 24, 2013.
|
|
|
|
|
|
|
4.17*
|
Form of 4.00% Senior Note due 2023 — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on November 26, 2013.
|
|
|
|
|
|
|
4.18*
|
Form of 2.875% Senior Note due 2016 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 13, 2014.
|
|
|
|
|
|
|
4.19*
|
Form of 3.500% Senior Note due 2024 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 27, 2014.
|
|
|
|
|
|
|
4.20*
|
Form of 4.600% Senior Note due 2044 - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on May 27, 2014.
|
|
|
|
|
|
|
4.21*
|
Amended and Restated Indenture, dated as of May 20, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, 2015.
|
|
|
|
|
|
|
4.22*
|
Form of 4.750% Senior Note due 2045 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, 2015.
|
|
|
|
|
|
|
4.23*
|
Indenture, dated as of November 13, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on November 13, 2015.
|
|
|
|
|
|
|
4.24*
|
Form of 2.800% Senior Note due 2021 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on November 13, 2015.
|
|
|
|
|
|
|
4.25*
|
Form of 3.875% Senior Note due 2025 - incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed on February 29, 2016.
|
|
|
|
|
|
|
10.17*#
|
First Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
|
|
|
|
|
|
|
10.18*#
|
Second Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 99.D(3) to Aon’s Schedule TO (File Number 005-32053) filed on August 15, 2007.
|
|
|
|
|
|
|
10.19*#
|
Third Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(at) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
|
|
|
10.20*#
|
Aon plc 2011 Incentive Plan, as amended and restated effective June 24, 2014 - incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
|
|
|
10.21*#
|
First Amendment to the Aon plc 2011 Incentive Plan, as amended and restated, effective as of March 31, 2016 - incorporated by reference to Exhibit 10.9 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.22*#
|
Executive Committee Incentive Compensation Plan - incorporated by reference to Exhibit 10.3 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.23*#
|
Aon plc Leadership Performance Program for 2015-2017 - incorporated by reference to Exhibit 10.6 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
|
|
|
|
|
|
|
10.24*#
|
Aon plc Leadership Performance Program - incorporated by reference to Exhibit 10.2 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.25*#
|
Aon plc Amended and Restated Executive Committee Combined Severance and Change in Control Plan, effective September 12, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
|
|
|
|
|
|
|
10.26*#
|
Form of Indemnification Agreement for Directors and Officers of Aon Corporation - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 5, 2009.
|
|
|
|
|
|
|
10.27*#
|
Form of Deed of Indemnity for Directors of Aon plc — incorporated by reference to Exhibit 10.4 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.28*#
|
Form of Deed of Indemnity for Gregory C. Case — incorporated by reference to Exhibit 10.5 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.29*#
|
Form of Deed of Indemnity for Executive Officers of Aon plc — incorporated by reference to Exhibit 10.6 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.30*#
|
Form of Service as a Non-Executive Director Agreement - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
|
|
|
|
|
|
|
10.31*#
|
Employment Agreement dated April 4, 2005 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
|
|
|
|
|
|
10.32*#
|
Amended and Restated Employment Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on November 17, 2009.
|
|
|
|
|
|
|
10.33*#
|
Amended and Restated Employment Agreement, dated as of January 16, 2015, by and between Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on January 23, 2015.
|
|
|
|
|
|
|
10.34*#
|
Amended and Restated Change in Control Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon's Current Report on Form 8-K filed on November 17, 2009.
|
|
|
|
|
|
|
10.35*#
|
Amendment to the Amended and Restated Change of Control Agreement between Aon plc and Gregory C. Case, dated as of April 27, 2016 - incorporated by reference to Exhibit 10.11 on Aon’s Quarterly Report on Form 10-for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.36*#
|
International Assignment Letter with Gregory C. Case, effective July 1, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
|
|
|
|
|
|
|
10.37*#
|
Employment Agreement dated as of October 3, 2007 between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on October 3, 2007.
|
|
|
|
|
|
Section 1350 Certifications.
|
||
|
|
|
|
|
|
32.1.
|
Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.2.
|
Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
XBRL Exhibits.
|
||
|
|
|
|
|
Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K:
|
||
|
|
|
|
|
|
101.INS
|
XBRL Report Instance Document.
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
Aon plc
|
||
|
|
|
By:
|
|
/s/ GREGORY C. CASE
|
|
|
|
|
|
Gregory C. Case, President
and Chief Executive Officer |
Date:
|
February 23, 2017
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY C. CASE
|
|
President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
February 23, 2017
|
Gregory C. Case
|
|
|
||
|
|
|
|
|
/s/ LESTER B. KNIGHT
|
|
Non-Executive Chairman and Director
|
|
February 23, 2017
|
Lester B. Knight
|
|
|
||
|
|
|
|
|
/s/ JIN-YONG CAI
|
|
Director
|
|
February 23, 2017
|
Jin-Yong Cai
|
|
|
||
|
|
|
|
|
/s/ FULVIO CONTI
|
|
Director
|
|
February 23, 2017
|
Fulvio Conti
|
|
|
||
|
|
|
|
|
/s/ CHERYL A. FRANCIS
|
|
Director
|
|
February 23, 2017
|
Cheryl A. Francis
|
|
|
||
|
|
|
|
|
/s/ J. MICHAEL LOSH
|
|
Director
|
|
February 23, 2017
|
J. Michael Losh
|
|
|
||
|
|
|
|
|
/s/ ROBERT S. MORRISON
|
|
Director
|
|
February 23, 2017
|
Robert S. Morrison
|
|
|
||
|
|
|
|
|
/s/ RICHARD B. MYERS
|
|
Director
|
|
February 23, 2017
|
Richard B. Myers
|
|
|
||
|
|
|
|
|
/s/ RICHARD C. NOTEBAERT
|
|
Director
|
|
February 23, 2017
|
Richard C. Notebaert
|
|
|
||
|
|
|
|
|
/s/ GLORIA SANTONA
|
|
Director
|
|
February 23, 2017
|
Gloria Santona
|
|
|
||
|
|
|
|
|
/s/ CAROLYN Y. WOO
|
|
Director
|
|
February 23, 2017
|
Carolyn Y. Woo
|
|
|
||
|
|
|
|
|
/s/ CHRISTA DAVIES
|
|
Executive Vice President
and Chief Financial Officer (Principal Financial Officer) |
|
February 23, 2017
|
Christa Davies
|
|
|
||
|
|
|
|
|
/s/ LAUREL MEISSNER
|
|
Senior Vice President and
Global Controller (Principal Accounting Officer) |
|
February 23, 2017
|
Laurel Meissner
|
|
|
1 Year Aon Chart |
1 Month Aon Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions