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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 | |
---|---|---|---|---|---|---|---|---|
-4.54 | -1.57% | 283.81 | 289.81 | 283.17 | 288.91 | 1,980,560 | 21:35:30 |
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ENGLAND AND WALES
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98-1030901
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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122 LEADENHALL STREET, LONDON, ENGLAND
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EC3V 4AN
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Three Months Ended
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Nine Months Ended
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||||||||||||
(millions, except per share data)
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September 30, 2017
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September 30, 2016
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September 30, 2017
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September 30, 2016
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||||||||
Revenue
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||||||
Total revenue
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$
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2,340
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$
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2,201
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$
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7,089
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$
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6,759
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Expenses
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||||||
Compensation and benefits
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1,419
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1,300
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4,337
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4,041
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||||
Information technology
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109
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99
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295
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281
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||||
Premises
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89
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86
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259
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257
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||||
Depreciation of fixed assets
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40
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39
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148
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118
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||||
Amortization and impairment of intangible assets
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101
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42
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604
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117
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||||
Other general expenses
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317
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267
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956
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770
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||||
Total operating expenses
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2,075
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1,833
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6,599
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5,584
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||||
Operating income
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265
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368
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|
490
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1,175
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||||
Interest income
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10
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1
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20
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6
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||||
Interest expense
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(70
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)
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(70
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)
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(211
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)
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(212
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)
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||||
Other income (expense)
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(5
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)
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10
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(20
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)
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27
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||||
Income from continuing operations before income taxes
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200
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|
|
309
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|
279
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|
|
996
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||||
Income tax expense (benefit)
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4
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25
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(139
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)
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127
|
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||||
Net income from continuing operations
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196
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284
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|
|
418
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|
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869
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|
||||
Income (loss) from discontinued operations, net of tax
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(4
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)
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42
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857
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|
102
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Net income
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192
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|
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326
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1,275
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|
971
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||||
Less: Net income attributable to noncontrolling interests
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7
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7
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30
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27
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||||
Net income attributable to Aon shareholders
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$
|
185
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$
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319
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$
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1,245
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$
|
944
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|
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|
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||||||||
Basic net income (loss) per share attributable to Aon shareholders
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|
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||||||||
Continuing operations
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$
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0.74
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$
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1.03
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$
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1.49
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$
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3.13
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Discontinued operations
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(0.02
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)
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0.16
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3.28
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0.38
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Net income
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$
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0.72
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$
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1.19
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$
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4.77
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$
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3.51
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Diluted net income (loss) per share attributable to Aon shareholders
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||||||||
Continuing operations
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$
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0.73
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$
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1.03
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$
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1.48
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$
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3.11
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Discontinued operations
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(0.01
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)
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0.15
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3.26
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0.37
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Net income
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$
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0.72
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$
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1.18
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$
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4.74
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$
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3.48
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Cash dividends per share paid on ordinary shares
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$
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0.36
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$
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0.33
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$
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1.05
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$
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0.96
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Weighted average ordinary shares outstanding - basic
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255.6
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267.5
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260.9
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269.1
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||||
Weighted average ordinary shares outstanding - diluted
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257.3
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269.6
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262.9
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271.0
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Three Months Ended
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Nine Months Ended
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||||||||||||
(millions)
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September 30, 2017
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September 30, 2016
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September 30, 2017
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September 30, 2016
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||||||||
Net income
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$
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192
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$
|
326
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$
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1,275
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$
|
971
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Less: Net income attributable to noncontrolling interests
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7
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7
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30
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|
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27
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|
||||
Net income attributable to Aon shareholders
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$
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185
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$
|
319
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$
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1,245
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$
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944
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Other comprehensive income (loss), net of tax:
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Change in fair value of financial instruments
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11
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—
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13
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(11
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)
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||||
Foreign currency translation adjustments
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243
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(89
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)
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434
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(227
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)
|
||||
Postretirement benefit obligation
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18
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18
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56
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(132
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)
|
||||
Total other comprehensive income (loss)
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272
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|
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(71
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)
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503
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(370
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)
|
||||
Less: Other comprehensive income attributable to noncontrolling interests
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7
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—
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3
|
|
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—
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||||
Total other comprehensive income (loss) attributable to Aon shareholders
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265
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(71
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)
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500
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|
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(370
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)
|
||||
Comprehensive income attributable to Aon shareholders
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$
|
450
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$
|
248
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|
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$
|
1,745
|
|
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$
|
574
|
|
(millions)
|
|
Shares
|
|
Ordinary
Shares and Additional Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss, Net of Tax |
|
Non-
controlling Interests |
|
Total
|
|||||||||||
Balance at December 31, 2016
|
|
262.0
|
|
|
$
|
5,580
|
|
|
$
|
3,807
|
|
|
$
|
(3,912
|
)
|
|
$
|
57
|
|
|
$
|
5,532
|
|
Adoption of new accounting guidance
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
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—
|
|
|
49
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|
|||||
Balance at January 1, 2017
|
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262.0
|
|
|
5,580
|
|
|
3,856
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|
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(3,912
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)
|
|
57
|
|
|
5,581
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
1,245
|
|
|
—
|
|
|
30
|
|
|
1,275
|
|
|||||
Shares issued - employee stock compensation plans
|
|
3.3
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||
Shares purchased
|
|
(14.5
|
)
|
|
—
|
|
|
(1,913
|
)
|
|
—
|
|
|
—
|
|
|
(1,913
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|||||
Dividends to shareholders
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431
|
|
|
3
|
|
|
434
|
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
|||||
Purchases of shares from noncontrolling interests
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||||
Balance at September 30, 2017
|
|
250.8
|
|
|
$
|
5,673
|
|
|
$
|
2,914
|
|
|
$
|
(3,412
|
)
|
|
$
|
72
|
|
|
$
|
5,247
|
|
|
|
Nine Months Ended
|
||||||
(millions)
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
1,275
|
|
|
$
|
971
|
|
Less: Income from discontinued operations, net of income taxes
|
|
857
|
|
|
102
|
|
||
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||
Loss (gain) from sales of businesses and investments, net
|
|
2
|
|
|
(41
|
)
|
||
Depreciation of fixed assets
|
|
148
|
|
|
118
|
|
||
Amortization and impairment of intangible assets
|
|
604
|
|
|
117
|
|
||
Share-based compensation expense
|
|
214
|
|
|
210
|
|
||
Deferred income taxes
|
|
(208
|
)
|
|
(7
|
)
|
||
Change in assets and liabilities:
|
|
|
|
|
|
|
||
Fiduciary receivables
|
|
986
|
|
|
1,538
|
|
||
Short-term investments — funds held on behalf of clients
|
|
(701
|
)
|
|
(419
|
)
|
||
Fiduciary liabilities
|
|
(285
|
)
|
|
(1,119
|
)
|
||
Receivables, net
|
|
144
|
|
|
175
|
|
||
Accounts payable and accrued liabilities
|
|
(237
|
)
|
|
(246
|
)
|
||
Restructuring reserves
|
|
170
|
|
|
—
|
|
||
Current income taxes
|
|
(785
|
)
|
|
(80
|
)
|
||
Pension, other postretirement and other postemployment liabilities
|
|
(142
|
)
|
|
(70
|
)
|
||
Other assets and liabilities
|
|
(39
|
)
|
|
107
|
|
||
Cash provided by operating activities - continuing operations
|
|
289
|
|
|
1,152
|
|
||
Cash provided by operating activities - discontinued operations
|
|
64
|
|
|
323
|
|
||
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
353
|
|
|
1,475
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Proceeds from investments
|
|
43
|
|
|
31
|
|
||
Payments for investments
|
|
(55
|
)
|
|
(47
|
)
|
||
Net sale (purchases) of short-term investments — non-fiduciary
|
|
(1,344
|
)
|
|
(108
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(172
|
)
|
|
(198
|
)
|
||
Sale of businesses, net of cash sold
|
|
4,194
|
|
|
104
|
|
||
Capital expenditures
|
|
(125
|
)
|
|
(107
|
)
|
||
Cash provided by (used for) investing activities - continuing operations
|
|
2,541
|
|
|
(325
|
)
|
||
Cash used for investing activities - discontinued operations
|
|
(19
|
)
|
|
(46
|
)
|
||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
|
2,522
|
|
|
(371
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Share repurchase
|
|
(1,888
|
)
|
|
(1,037
|
)
|
||
Issuance of shares for employee benefit plans
|
|
(118
|
)
|
|
(70
|
)
|
||
Issuance of debt
|
|
1,651
|
|
|
2,729
|
|
||
Repayment of debt
|
|
(1,998
|
)
|
|
(2,308
|
)
|
||
Cash dividends to shareholders
|
|
(274
|
)
|
|
(258
|
)
|
||
Noncontrolling interests and other financing activities
|
|
(21
|
)
|
|
(71
|
)
|
||
Cash used for financing activities - continuing operations
|
|
(2,648
|
)
|
|
(1,015
|
)
|
||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
||
CASH USED FOR FINANCING ACTIVITIES
|
|
(2,648
|
)
|
|
(1,015
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
91
|
|
|
10
|
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
318
|
|
|
99
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
431
|
|
|
384
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
749
|
|
|
$
|
483
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
195
|
|
|
$
|
196
|
|
Income taxes paid, net of refunds
|
|
$
|
854
|
|
|
$
|
153
|
|
•
|
Commissions, fees and other and Fiduciary investment income are now reported as
one
Total revenue line item; and
|
•
|
Other general expenses has been further broken out to provide greater clarity into charges related to Information technology, Premises, Depreciation of fixed assets, and Amortization and impairment of intangible assets.
|
•
|
An increase to Deferred tax assets on the Condensed Consolidated Statement of Financial Position of approximately
$49 million
through a cumulative-effect adjustment to Retained earnings for excess tax benefits not previously recognized, and
|
•
|
The recognition of
$5 million
, or
$0.02
per share, income tax benefit from continuing operations related to excess tax benefits in the Condensed Consolidated Statement of Income for the three months ended
September 30, 2017
, and
$53 million
, or
$0.20
per share, for the
nine
months ended
September 30, 2017
.
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
559
|
|
|
$
|
698
|
|
|
$
|
1,606
|
|
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Total operating expenses
|
|
14
|
|
|
491
|
|
|
640
|
|
|
1,443
|
|
||||
Operating income from discontinued operations
|
|
(14
|
)
|
|
68
|
|
|
58
|
|
|
163
|
|
||||
Other income
|
|
(1
|
)
|
|
(1
|
)
|
|
10
|
|
|
—
|
|
||||
Income from discontinued operations before income taxes
|
|
(15
|
)
|
|
67
|
|
|
68
|
|
|
163
|
|
||||
Income taxes
|
|
(6
|
)
|
|
25
|
|
|
14
|
|
|
61
|
|
||||
Income from discontinued operations excluding gain, net of tax
|
|
(9
|
)
|
|
42
|
|
|
54
|
|
|
102
|
|
||||
Gain on sale of discontinued operations, net of tax
|
|
5
|
|
|
—
|
|
|
803
|
|
|
—
|
|
||||
Income from discontinued operations, net of tax
|
|
$
|
(4
|
)
|
|
$
|
42
|
|
|
$
|
857
|
|
|
$
|
102
|
|
|
|
September 30,
2017
(1)
|
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
5
|
|
Receivables, net
|
|
—
|
|
|
483
|
|
||
Fiduciary assets
|
|
—
|
|
|
526
|
|
||
Goodwill
|
|
—
|
|
|
1,337
|
|
||
Intangible assets, net
|
|
—
|
|
|
333
|
|
||
Fixed assets, net
|
|
—
|
|
|
215
|
|
||
Other assets
|
|
—
|
|
|
295
|
|
||
TOTAL ASSETS
|
|
$
|
—
|
|
|
$
|
3,194
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
|
$
|
—
|
|
|
$
|
197
|
|
Fiduciary liabilities
|
|
—
|
|
|
526
|
|
||
Other liabilities
|
|
—
|
|
|
356
|
|
||
TOTAL LIABILITIES
|
|
$
|
—
|
|
|
$
|
1,079
|
|
(1)
|
All assets and liabilities associated with the Divested Business were sold on May 1, 2017.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign currency remeasurement gain (loss)
|
$
|
(20
|
)
|
|
$
|
3
|
|
|
$
|
(32
|
)
|
|
$
|
(14
|
)
|
Gain (loss) on disposal of business
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
41
|
|
||||
Equity earnings
|
2
|
|
|
4
|
|
|
11
|
|
|
7
|
|
||||
Gain (loss) on financial instruments
|
16
|
|
|
3
|
|
|
6
|
|
|
(7
|
)
|
||||
Other
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Total
|
$
|
(5
|
)
|
|
$
|
10
|
|
|
$
|
(20
|
)
|
|
$
|
27
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance at beginning of period
|
$
|
59
|
|
|
$
|
64
|
|
|
$
|
56
|
|
|
$
|
58
|
|
Provision charged to Other general expenses
|
5
|
|
|
4
|
|
|
16
|
|
|
15
|
|
||||
Accounts written off, net of recoveries
|
—
|
|
|
(5
|
)
|
|
(10
|
)
|
|
(11
|
)
|
||||
Foreign currency translation
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
||||
Balance at end of period
|
$
|
59
|
|
|
$
|
63
|
|
|
$
|
59
|
|
|
$
|
63
|
|
As of
|
September 30, 2017
|
|
December 31, 2016
|
||||
Taxes receivable
|
$
|
208
|
|
|
$
|
100
|
|
Prepaid expenses
|
158
|
|
|
102
|
|
||
Receivables from the Divested Business
(1)
|
124
|
|
|
—
|
|
||
Other
|
28
|
|
|
45
|
|
||
Total
|
$
|
518
|
|
|
$
|
247
|
|
(1)
|
Refer to Note 3 “Discontinued Operations” for additional information.
|
As of
|
September 30, 2017
|
|
December 31, 2016
|
||||
Investments
|
$
|
44
|
|
|
$
|
119
|
|
Taxes receivable
|
88
|
|
|
82
|
|
||
Other
|
166
|
|
|
159
|
|
||
Total
|
$
|
298
|
|
|
$
|
360
|
|
As of
|
September 30, 2017
|
|
December 31, 2016
|
||||
Deferred revenue
|
$
|
331
|
|
|
$
|
199
|
|
Taxes payable
(1)
|
537
|
|
|
77
|
|
||
Other
|
421
|
|
|
380
|
|
||
Total
|
$
|
1,289
|
|
|
$
|
656
|
|
(1)
|
Includes accrued taxes payable related to the gain on sale of the Divested Business.
|
As of
|
September 30, 2017
|
|
December 31, 2016
|
||||
Taxes payable
|
$
|
333
|
|
|
$
|
288
|
|
Deferred revenue
|
45
|
|
|
49
|
|
||
Leases
|
145
|
|
|
136
|
|
||
Compensation and benefits
|
61
|
|
|
56
|
|
||
Other
|
262
|
|
|
190
|
|
||
Total
|
$
|
846
|
|
|
$
|
719
|
|
|
|
For the nine months ended September 30, 2017
|
||
Cash
|
|
$
|
164
|
|
Deferred and contingent consideration
|
|
32
|
|
|
Aggregate consideration transferred
|
|
$
|
196
|
|
|
|
|
||
Assets acquired:
|
|
|
||
Cash and cash equivalents
|
|
$
|
7
|
|
Receivables, net
|
|
11
|
|
|
Goodwill
|
|
121
|
|
|
Intangible assets, net
|
|
90
|
|
|
Fixed assets, net
|
|
1
|
|
|
Other assets
|
|
10
|
|
|
Total assets acquired
|
|
240
|
|
|
Liabilities assumed:
|
|
|
||
Current liabilities
|
|
18
|
|
|
Other non-current liabilities
|
|
26
|
|
|
Total liabilities assumed
|
|
44
|
|
|
Net assets acquired
|
|
$
|
196
|
|
|
|
Three months ended September 30, 2017
|
|
Nine months ended September 30, 2017
|
|
Estimated Remaining Costs
|
|
Estimated Total Cost
(1)
|
||||||||
Workforce reduction
|
|
$
|
52
|
|
|
$
|
257
|
|
|
$
|
46
|
|
|
$
|
303
|
|
Technology rationalization
(2)
|
|
12
|
|
|
22
|
|
|
124
|
|
|
146
|
|
||||
Lease consolidation
(2)
|
|
4
|
|
|
8
|
|
|
72
|
|
|
80
|
|
||||
Asset impairments
|
|
2
|
|
|
26
|
|
|
14
|
|
|
40
|
|
||||
Other costs associated with restructuring and separation
(2) (3)
|
|
32
|
|
|
88
|
|
|
93
|
|
|
181
|
|
||||
Total restructuring and related expenses
|
|
$
|
102
|
|
|
$
|
401
|
|
|
$
|
349
|
|
|
$
|
750
|
|
(1)
|
Actual costs, when incurred, may vary due to changes in the assumptions built into the Restructuring Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.
|
(2)
|
Contract termination costs included within Technology rationalization for the three and nine months ended
September 30, 2017
were
$1 million
. Contract termination costs included within Lease consolidations for the three and nine months ended
September 30, 2017
were
$3 million
and
$8 million
, respectively. Contract termination costs included within Other costs associated with restructuring and separation were
$1 million
for the three and nine months ended
September 30, 2017
. Total estimated contract termination costs to be incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, are
$10 million
,
$80 million
, and
$10 million
.
|
(3)
|
Other costs associated with the Restructuring Plan include those to separate the Divested Business, as well as moving costs, and consulting and legal fees. These costs are generally recognized when incurred.
|
|
|
Restructuring Plan
|
||
Balance as of December 31, 2016
|
|
$
|
—
|
|
Expensed
|
|
369
|
|
|
Cash payments
|
|
(199
|
)
|
|
Foreign currency translation and other
|
|
17
|
|
|
Balance as of September 30, 2017
|
|
$
|
187
|
|
Balance as of December 31, 2016
|
$
|
7,410
|
|
Goodwill related to current year acquisitions
|
121
|
|
|
Goodwill related to disposals
|
(1
|
)
|
|
Goodwill related to prior year acquisitions
|
(6
|
)
|
|
Foreign currency translation
|
364
|
|
|
Balance as of September 30, 2017
|
$
|
7,888
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization and Impairment
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization and Impairment |
|
Net Carrying Amount
|
||||||||||||
Customer related and contract based
|
$
|
2,104
|
|
|
$
|
1,380
|
|
|
$
|
724
|
|
|
$
|
2,023
|
|
|
$
|
1,198
|
|
|
$
|
825
|
|
Tradenames
(1)
|
1,041
|
|
|
478
|
|
|
563
|
|
|
1,027
|
|
|
7
|
|
|
1,020
|
|
||||||
Technology and other
(1)
|
384
|
|
|
330
|
|
|
54
|
|
|
347
|
|
|
302
|
|
|
45
|
|
||||||
Total
|
$
|
3,529
|
|
|
$
|
2,188
|
|
|
$
|
1,341
|
|
|
$
|
3,397
|
|
|
$
|
1,507
|
|
|
$
|
1,890
|
|
(1)
|
Prior to May 1, 2017, finite lived tradenames were classified within Technology and other. As of December 31, 2016,
$29 million
of gross carrying amount and
$7 million
of accumulated amortization related to finite-lived tradenames was reclassified from Technology and other to Tradenames.
|
Remainder of 2017
|
$
|
117
|
|
2018
|
376
|
|
|
2019
|
357
|
|
|
2020
|
196
|
|
|
2021
|
89
|
|
|
Thereafter
|
206
|
|
|
Total
|
$
|
1,341
|
|
As of
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Commercial paper outstanding
|
|
$
|
—
|
|
|
$
|
329
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Weighted average commercial paper outstanding
|
|
$
|
—
|
|
|
$
|
271
|
|
|
$
|
227
|
|
|
$
|
251
|
|
Weighted average interest rate of commercial paper outstanding
|
|
—
|
%
|
|
0.02
|
%
|
|
0.18
|
%
|
|
0.27
|
%
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Basic weighted-average ordinary shares outstanding
|
255.6
|
|
|
267.5
|
|
|
260.9
|
|
|
269.1
|
|
Dilutive effect of potentially issuable shares
|
1.7
|
|
|
2.1
|
|
|
2.0
|
|
|
1.9
|
|
Diluted weighted-average ordinary shares outstanding
|
257.3
|
|
|
269.6
|
|
|
262.9
|
|
|
271.0
|
|
|
Change in Fair Value of Financial Instruments
(1)
|
|
Foreign Currency Translation Adjustments
|
|
Post-Retirement Benefit Obligation
(2)
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
(37
|
)
|
|
$
|
(1,264
|
)
|
|
$
|
(2,611
|
)
|
|
$
|
(3,912
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
13
|
|
|
442
|
|
|
—
|
|
|
455
|
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(2
|
)
|
|
(11
|
)
|
|
80
|
|
|
67
|
|
||||
Tax benefit (expense)
|
2
|
|
|
—
|
|
|
(24
|
)
|
|
(22
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
—
|
|
|
(11
|
)
|
|
56
|
|
|
45
|
|
||||
Net current period other comprehensive income (loss)
|
13
|
|
|
431
|
|
|
56
|
|
|
500
|
|
||||
Balance at September 30, 2017
|
$
|
(24
|
)
|
|
$
|
(833
|
)
|
|
$
|
(2,555
|
)
|
|
$
|
(3,412
|
)
|
(1)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in
Other income (expense)
,
Other general expenses
, and
Compensation and benefits
. See Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivative and hedging activity.
|
(2)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits.
|
|
Three months ended September 30
|
||||||||||||||||||||||
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
31
|
|
|
37
|
|
|
24
|
|
|
28
|
|
|
7
|
|
|
7
|
|
||||||
Expected return on plan assets, net of administration expenses
|
(50
|
)
|
|
(58
|
)
|
|
(34
|
)
|
|
(39
|
)
|
|
(13
|
)
|
|
(12
|
)
|
||||||
Amortization of prior-service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
8
|
|
|
7
|
|
|
13
|
|
|
12
|
|
|
3
|
|
|
3
|
|
||||||
Net periodic cost (benefit)
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
Loss on pension settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net periodic cost (benefit)
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine months ended September 30
|
||||||||||||||||||||||
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
91
|
|
|
123
|
|
|
72
|
|
|
83
|
|
|
19
|
|
|
21
|
|
||||||
Expected return on plan assets, net of administration expenses
|
(147
|
)
|
|
(187
|
)
|
|
(104
|
)
|
|
(117
|
)
|
|
(35
|
)
|
|
(36
|
)
|
||||||
Amortization of prior-service cost
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
23
|
|
|
24
|
|
|
38
|
|
|
37
|
|
|
9
|
|
|
8
|
|
||||||
Net periodic cost (benefit)
|
$
|
(33
|
)
|
|
$
|
(39
|
)
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
Loss on pension settlement
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net periodic cost (benefit)
|
$
|
(33
|
)
|
|
$
|
22
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Restricted share units (“RSUs”)
|
$
|
42
|
|
|
$
|
40
|
|
|
$
|
143
|
|
|
$
|
136
|
|
Performance share awards (“PSAs”)
|
22
|
|
|
24
|
|
|
63
|
|
|
67
|
|
||||
Employee share purchase plans
|
3
|
|
|
2
|
|
|
8
|
|
|
7
|
|
||||
Total share-based compensation expense
|
$
|
67
|
|
|
$
|
66
|
|
|
$
|
214
|
|
|
$
|
210
|
|
|
2017
|
|
2016
|
||||||||||
|
Shares
|
|
Fair Value
(1)
|
|
Shares
|
|
Fair Value
(1)
|
||||||
Non-vested at December 31
|
6,195
|
|
|
$
|
89
|
|
|
7,167
|
|
|
$
|
77
|
|
Granted
|
1,549
|
|
|
122
|
|
|
2,110
|
|
|
101
|
|
||
Vested
|
(2,294
|
)
|
|
82
|
|
|
(2,729
|
)
|
|
70
|
|
||
Forfeited
|
(590
|
)
|
|
92
|
|
|
(333
|
)
|
|
81
|
|
||
Non-vested at September 30
|
4,860
|
|
|
$
|
102
|
|
|
6,215
|
|
|
$
|
88
|
|
(1)
|
Represents per share weighted average fair value of award at date of grant.
|
|
September 30,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
Target PSAs granted during period
|
548
|
|
|
752
|
|
|
967
|
|
|||
Weighted average fair value per share at date of grant
|
$
|
114
|
|
|
$
|
100
|
|
|
$
|
96
|
|
Number of shares that would be issued based on current performance levels
|
544
|
|
|
663
|
|
|
1,362
|
|
|||
Unamortized expense, based on current performance levels
|
$
|
51
|
|
|
$
|
27
|
|
|
$
|
11
|
|
|
Notional Amount
|
|
Derivative Assets
(1)
|
|
Derivative Liabilities
(2)
|
||||||||||||||||||
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounted for as hedges
|
$
|
711
|
|
|
$
|
758
|
|
|
$
|
31
|
|
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
13
|
|
Not accounted for as hedges
(3)
|
245
|
|
|
189
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||||
Total
|
$
|
956
|
|
|
$
|
947
|
|
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
5
|
|
|
$
|
14
|
|
(1)
|
Included within Other current assets (
$6 million
at
September 30, 2017
and
$6 million
at
December 31, 2016
) or Other non-current assets (
$25 million
at
September 30, 2017
and
$9 million
at
December 31, 2016
).
|
(2)
|
Included within Other current liabilities (
$3 million
at
September 30, 2017
and
$7 million
at
December 31, 2016
) or Other non-current liabilities (
$2 million
at
September 30, 2017
and
$7 million
at
December 31, 2016
).
|
(3)
|
These contracts typically are for
30
day durations and are 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
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
||||||||||||
Foreign exchange contracts
|
$
|
31
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
31
|
|
|
$
|
13
|
|
(1)
|
Included within Other current assets (
$6 million
at
September 30, 2017
and
$4 million
at
December 31, 2016
) or Other non-current assets (
$25 million
at
September 30, 2017
and
$9 million
at
December 31, 2016
).
|
|
|
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
|
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
||||||||||||
Foreign exchange contracts
|
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
12
|
|
(1)
|
Included within Other current liabilities (
$2 million
at
September 30, 2017
and
$5 million
at
December 31, 2016
) or Other non-current liabilities (
$1 million
at
September 30, 2017
and
$7 million
at
December 31, 2016
).
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Location of Eventual Reclassification from Accumulated Other Comprehensive Loss
|
|
Gain (Loss) Currently Recognized in Accumulated Other Comprehensive Loss
|
||||||||||||||||
Three months ended September 30
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2017
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
11
|
|
2016
|
|
10
|
|
|
(4
|
)
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Location of Eventual Reclassification from Accumulated Other Comprehensive Loss
|
|
Gain (Loss) Currently Recognized in Accumulated Other Comprehensive Loss
|
||||||||||||||||
Nine months ended September 30
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2017
|
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
18
|
|
2016
|
|
8
|
|
|
(9
|
)
|
|
—
|
|
|
(18
|
)
|
|
(19
|
)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
||||||||||||||||||
Three months ended September 30
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2017
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
2016
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
||||||||||||||||||
Nine months ended September 30
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2017
|
|
$
|
14
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
3
|
|
2016
|
|
2
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(6
|
)
|
•
|
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 September 30, 2017
|
|
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)
|
$
|
3,091
|
|
|
$
|
3,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity investments
|
11
|
|
|
7
|
|
|
4
|
|
|
—
|
|
||||
Derivatives:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
|
|
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:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Current portion of long-term debt
(1)
|
$
|
305
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
5,662
|
|
|
6,227
|
|
|
5,869
|
|
|
6,264
|
|
(1)
|
Excludes commercial paper program.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Commercial Risk Solutions
|
$
|
917
|
|
|
$
|
884
|
|
|
$
|
2,943
|
|
|
$
|
2,835
|
|
Reinsurance Solutions
|
355
|
|
|
329
|
|
|
1,070
|
|
|
1,032
|
|
||||
Retirement Solutions
|
491
|
|
|
466
|
|
|
1,266
|
|
|
1,266
|
|
||||
Health Solutions
|
293
|
|
|
265
|
|
|
977
|
|
|
838
|
|
||||
Data & Analytic Services
|
289
|
|
|
260
|
|
|
842
|
|
|
794
|
|
||||
Elimination
|
(5
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(6
|
)
|
||||
Total revenue
|
$
|
2,340
|
|
|
$
|
2,201
|
|
|
$
|
7,089
|
|
|
$
|
6,759
|
|
|
|
Three months ended September 30, 2017
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,340
|
|
|
$
|
—
|
|
|
$
|
2,340
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
25
|
|
|
20
|
|
|
1,374
|
|
|
—
|
|
|
1,419
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
|||||
Other general expenses (income)
|
|
1
|
|
|
1
|
|
|
315
|
|
|
—
|
|
|
317
|
|
|||||
Total operating expenses
|
|
26
|
|
|
21
|
|
|
2,028
|
|
|
—
|
|
|
2,075
|
|
|||||
Operating income (loss)
|
|
(26
|
)
|
|
(21
|
)
|
|
312
|
|
|
—
|
|
|
265
|
|
|||||
Interest income
|
|
—
|
|
|
18
|
|
|
—
|
|
|
(8
|
)
|
|
10
|
|
|||||
Interest expense
|
|
(53
|
)
|
|
(24
|
)
|
|
(1
|
)
|
|
8
|
|
|
(70
|
)
|
|||||
Intercompany interest income (expense)
|
|
3
|
|
|
(135
|
)
|
|
132
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
291
|
|
|
(271
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(2
|
)
|
|
14
|
|
|
(17
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
213
|
|
|
(419
|
)
|
|
406
|
|
|
—
|
|
|
200
|
|
|||||
Income tax benefit (expense)
|
|
(8
|
)
|
|
(81
|
)
|
|
93
|
|
|
—
|
|
|
4
|
|
|||||
Net income (loss) from continuing operations
|
|
221
|
|
|
(338
|
)
|
|
313
|
|
|
—
|
|
|
196
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
221
|
|
|
(338
|
)
|
|
309
|
|
|
—
|
|
|
192
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
|
(36
|
)
|
|
122
|
|
|
(216
|
)
|
|
130
|
|
|
—
|
|
|||||
Net income
|
|
185
|
|
|
(216
|
)
|
|
93
|
|
|
130
|
|
|
192
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
$
|
185
|
|
|
$
|
(216
|
)
|
|
$
|
86
|
|
|
$
|
130
|
|
|
$
|
185
|
|
|
|
Three months ended September 30, 2016
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,201
|
|
|
$
|
—
|
|
|
$
|
2,201
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
25
|
|
|
4
|
|
|
1,271
|
|
|
—
|
|
|
1,300
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||
Other general expenses (income)
|
|
(1
|
)
|
|
3
|
|
|
265
|
|
|
—
|
|
|
267
|
|
|||||
Total operating expenses
|
|
24
|
|
|
7
|
|
|
1,802
|
|
|
—
|
|
|
1,833
|
|
|||||
Operating income (loss)
|
|
(24
|
)
|
|
(7
|
)
|
|
399
|
|
|
—
|
|
|
368
|
|
|||||
Interest income
|
|
—
|
|
|
4
|
|
|
5
|
|
|
(8
|
)
|
|
1
|
|
|||||
Interest expense
|
|
(51
|
)
|
|
(24
|
)
|
|
(3
|
)
|
|
8
|
|
|
(70
|
)
|
|||||
Intercompany interest income (expense)
|
|
3
|
|
|
(135
|
)
|
|
132
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
328
|
|
|
(277
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(5
|
)
|
|
1
|
|
|
11
|
|
|
3
|
|
|
10
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
251
|
|
|
(438
|
)
|
|
493
|
|
|
3
|
|
|
309
|
|
|||||
Income tax benefit (expense)
|
|
13
|
|
|
(93
|
)
|
|
105
|
|
|
—
|
|
|
25
|
|
|||||
Net income (loss) from continuing operations
|
|
238
|
|
|
(345
|
)
|
|
388
|
|
|
3
|
|
|
284
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
238
|
|
|
(345
|
)
|
|
430
|
|
|
3
|
|
|
326
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
|
78
|
|
|
225
|
|
|
(120
|
)
|
|
(183
|
)
|
|
—
|
|
|||||
Net income
|
|
316
|
|
|
(120
|
)
|
|
310
|
|
|
(180
|
)
|
|
326
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
$
|
316
|
|
|
$
|
(120
|
)
|
|
$
|
303
|
|
|
$
|
(180
|
)
|
|
$
|
319
|
|
|
|
Nine months ended September 30, 2017
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,089
|
|
|
$
|
—
|
|
|
$
|
7,089
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
85
|
|
|
31
|
|
|
4,221
|
|
|
—
|
|
|
4,337
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
604
|
|
|
—
|
|
|
604
|
|
|||||
Other general expenses (income)
|
|
10
|
|
|
(3
|
)
|
|
949
|
|
|
—
|
|
|
956
|
|
|||||
Total operating expenses
|
|
95
|
|
|
28
|
|
|
6,476
|
|
|
—
|
|
|
6,599
|
|
|||||
Operating income (loss)
|
|
(95
|
)
|
|
(28
|
)
|
|
613
|
|
|
—
|
|
|
490
|
|
|||||
Interest income
|
|
—
|
|
|
35
|
|
|
—
|
|
|
(15
|
)
|
|
20
|
|
|||||
Interest expense
|
|
(144
|
)
|
|
(71
|
)
|
|
(11
|
)
|
|
15
|
|
|
(211
|
)
|
|||||
Intercompany interest income (expense)
|
|
10
|
|
|
(407
|
)
|
|
397
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
189
|
|
|
(280
|
)
|
|
91
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(25
|
)
|
|
22
|
|
|
(35
|
)
|
|
18
|
|
|
(20
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(65
|
)
|
|
(729
|
)
|
|
1,055
|
|
|
18
|
|
|
279
|
|
|||||
Income tax benefit (expense)
|
|
(30
|
)
|
|
(198
|
)
|
|
89
|
|
|
—
|
|
|
(139
|
)
|
|||||
Net income (loss) from continuing operations
|
|
(35
|
)
|
|
(531
|
)
|
|
966
|
|
|
18
|
|
|
418
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
857
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(35
|
)
|
|
(531
|
)
|
|
1,823
|
|
|
18
|
|
|
1,275
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
|
1,262
|
|
|
1,028
|
|
|
497
|
|
|
(2,787
|
)
|
|
—
|
|
|||||
Net income
|
|
1,227
|
|
|
497
|
|
|
2,320
|
|
|
(2,769
|
)
|
|
1,275
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
$
|
1,227
|
|
|
$
|
497
|
|
|
$
|
2,290
|
|
|
$
|
(2,769
|
)
|
|
$
|
1,245
|
|
|
|
Nine months ended September 30, 2016
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,759
|
|
|
$
|
—
|
|
|
$
|
6,759
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
76
|
|
|
10
|
|
|
3,955
|
|
|
—
|
|
|
4,041
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|
281
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
|||||
Other general expenses (income)
|
|
5
|
|
|
7
|
|
|
758
|
|
|
—
|
|
|
770
|
|
|||||
Total operating expenses
|
|
81
|
|
|
17
|
|
|
5,486
|
|
|
—
|
|
|
5,584
|
|
|||||
Operating income (loss)
|
|
(81
|
)
|
|
(17
|
)
|
|
1,273
|
|
|
—
|
|
|
1,175
|
|
|||||
Interest income
|
|
—
|
|
|
13
|
|
|
14
|
|
|
(21
|
)
|
|
6
|
|
|||||
Interest expense
|
|
(145
|
)
|
|
(78
|
)
|
|
(10
|
)
|
|
21
|
|
|
(212
|
)
|
|||||
Intercompany interest income (expense)
|
|
10
|
|
|
(405
|
)
|
|
395
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
217
|
|
|
(292
|
)
|
|
75
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(3
|
)
|
|
(8
|
)
|
|
39
|
|
|
(1
|
)
|
|
27
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(2
|
)
|
|
(787
|
)
|
|
1,786
|
|
|
(1
|
)
|
|
996
|
|
|||||
Income tax benefit (expense)
|
|
(33
|
)
|
|
(219
|
)
|
|
379
|
|
|
—
|
|
|
127
|
|
|||||
Net income (loss) from continuing operations
|
|
31
|
|
|
(568
|
)
|
|
1,407
|
|
|
(1
|
)
|
|
869
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
31
|
|
|
(568
|
)
|
|
1,509
|
|
|
(1
|
)
|
|
971
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
|
914
|
|
|
836
|
|
|
268
|
|
|
(2,018
|
)
|
|
—
|
|
|||||
Net income
|
|
945
|
|
|
268
|
|
|
1,777
|
|
|
(2,019
|
)
|
|
971
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
$
|
945
|
|
|
$
|
268
|
|
|
$
|
1,750
|
|
|
$
|
(2,019
|
)
|
|
$
|
944
|
|
|
|
Three months ended September 30, 2017
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
185
|
|
|
$
|
(216
|
)
|
|
$
|
93
|
|
|
$
|
130
|
|
|
$
|
192
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
185
|
|
|
(216
|
)
|
|
86
|
|
|
130
|
|
|
185
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|
11
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
243
|
|
|||||
Post-retirement benefit obligation
|
|
—
|
|
|
7
|
|
|
11
|
|
|
—
|
|
|
18
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
10
|
|
|
262
|
|
|
—
|
|
|
272
|
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
265
|
|
|
245
|
|
|
255
|
|
|
(765
|
)
|
|
—
|
|
|||||
Less: Other comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
265
|
|
|
255
|
|
|
510
|
|
|
(765
|
)
|
|
265
|
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
450
|
|
|
$
|
39
|
|
|
$
|
596
|
|
|
$
|
(635
|
)
|
|
$
|
450
|
|
|
|
Three months ended September 30, 2016
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
316
|
|
|
$
|
(120
|
)
|
|
$
|
310
|
|
|
$
|
(180
|
)
|
|
$
|
326
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
316
|
|
|
(120
|
)
|
|
303
|
|
|
(180
|
)
|
|
319
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
1
|
|
|
(87
|
)
|
|
(3
|
)
|
|
(89
|
)
|
|||||
Post-retirement benefit obligation
|
|
—
|
|
|
7
|
|
|
11
|
|
|
—
|
|
|
18
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
9
|
|
|
(77
|
)
|
|
(3
|
)
|
|
(71
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(68
|
)
|
|
(83
|
)
|
|
(74
|
)
|
|
225
|
|
|
—
|
|
|||||
Less: Other comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(68
|
)
|
|
(74
|
)
|
|
(151
|
)
|
|
222
|
|
|
(71
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
248
|
|
|
$
|
(194
|
)
|
|
$
|
152
|
|
|
$
|
42
|
|
|
$
|
248
|
|
|
|
Nine months ended September 30, 2017
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
1,227
|
|
|
$
|
497
|
|
|
$
|
2,320
|
|
|
$
|
(2,769
|
)
|
|
$
|
1,275
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
1,227
|
|
|
497
|
|
|
2,290
|
|
|
(2,769
|
)
|
|
1,245
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
3
|
|
|
10
|
|
|
—
|
|
|
13
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
452
|
|
|
(18
|
)
|
|
434
|
|
|||||
Post-retirement benefit obligation
|
|
—
|
|
|
23
|
|
|
33
|
|
|
—
|
|
|
56
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
26
|
|
|
495
|
|
|
(18
|
)
|
|
503
|
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
518
|
|
|
480
|
|
|
506
|
|
|
(1,504
|
)
|
|
—
|
|
|||||
Less: Other comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
518
|
|
|
506
|
|
|
998
|
|
|
(1,522
|
)
|
|
500
|
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
1,745
|
|
|
$
|
1,003
|
|
|
$
|
3,288
|
|
|
$
|
(4,291
|
)
|
|
$
|
1,745
|
|
|
|
Nine months ended September 30, 2016
|
||||||||||||||||||
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||||
|
|
Aon
|
|
Aon
|
|
Non-Guarantor
|
|
Consolidating
|
|
|
||||||||||
(millions)
|
|
plc
|
|
Corporation
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
945
|
|
|
$
|
268
|
|
|
$
|
1,777
|
|
|
$
|
(2,019
|
)
|
|
$
|
971
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Net income (loss) attributable to Aon shareholders
|
|
945
|
|
|
268
|
|
|
1,750
|
|
|
(2,019
|
)
|
|
944
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
1
|
|
|
(12
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Foreign currency translation adjustments
|
|
(2
|
)
|
|
22
|
|
|
(248
|
)
|
|
1
|
|
|
(227
|
)
|
|||||
Post-retirement benefit obligation
|
|
—
|
|
|
23
|
|
|
(155
|
)
|
|
—
|
|
|
(132
|
)
|
|||||
Total other comprehensive income (loss)
|
|
(2
|
)
|
|
46
|
|
|
(415
|
)
|
|
1
|
|
|
(370
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(369
|
)
|
|
(425
|
)
|
|
(379
|
)
|
|
1,173
|
|
|
—
|
|
|||||
Less: Other comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(371
|
)
|
|
(379
|
)
|
|
(794
|
)
|
|
1,174
|
|
|
(370
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
574
|
|
|
$
|
(111
|
)
|
|
$
|
956
|
|
|
$
|
(845
|
)
|
|
$
|
574
|
|
(1)
|
Includes
$5 million
of discontinued operations at December 31, 2016.
|
(2)
|
There was
no
cash held by discontinued operations at
September 30, 2017
.
|
(1)
|
Includes
$2 million
of discontinued operations at December 31, 2015.
|
(2)
|
Includes
$3 million
of discontinued operations at September 30, 2016.
|
•
|
For the
third
quarter of
2017
, revenue
increased
6%
, or
$139 million
, to
$2.3 billion
compared to the prior year period due primarily to a
3%
increase related to acquisitions, net of divestitures, organic revenue growth of
2%
, and a
1%
favorable impact from foreign currency exchange rates. For the first
nine
months ended
September 30, 2017
, revenue
increased
5%
compared to the prior year period due primarily to organic revenue growth of
3%
and a
3%
increase related to acquisitions, net of divestitures, partially offset by a
1%
unfavorable impact from foreign currency exchange rates.
|
•
|
Operating expenses for the
third
quarter of
2017
were
$2.1 billion
,
an increase
of
$242 million
compared to the prior year period. The
increase
was due primarily to $
102 million
of restructuring costs, a
$62 million
increase in operating expenses related to acquisitions, net of divestitures,
$54 million
of accelerated amortization related to tradenames, a
$16 million
unfavorable impact from foreign currency translation,
$10 million
of transaction related costs associated with recent acquisitions, and an increase in expense associated with
2%
organic revenue growth, partially offset by
$55 million
of savings related to restructuring and other operational improvement initiatives. Operating expenses for the first
nine
months of
2017
increased
$1,015 million
compared to the prior year period primarily due to
$401 million
of restructuring costs, a
$380 million
non-cash impairment charge to the tradenames associated with the Divested Business, a
$183 million
|
•
|
Operating margin
decreased
to
11.3%
in the
third
quarter of
2017
from
16.7%
in the prior year period. The
decrease
was driven by an increase in expense due to the factors listed above, partially offset by organic revenue growth of
2%
. The
decrease
from the prior year period and first
nine
months of
2017
was driven by an increase in expense due to the factors listed above, partially offset by organic revenue growth of
3%
.
|
•
|
Due to the factors set forth above, income from continuing operations
decreased
$88 million
, or
31%
, to
$196 million
for the
third
quarter of
2017
compared to the prior year period. During the first
nine
months of
2017
, income from continuing operations
decreased
$451 million
, or
52%
, to
$418 million
compared to the first
nine
months of
2016
.
|
•
|
Cash flow
provided by
operating activities was
$289 million
for the first
nine
months of
2017
,
a decrease
of
$863 million
from
$1,152 million
in the prior year period. The
decrease
was driven primarily by cash tax payments associated with the Divested Business and
$199 million
of restructuring payments, partially offset by operational improvement.
|
•
|
Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was
2%
for the
third
quarter of
2017
, compared to 4% organic growth in the prior year period. Organic revenue growth was
3%
for the first
nine
months of
2017
, compared to 3% in the prior year period.
|
•
|
Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was
20.3%
for the
third
quarter of
2017
compared to
18.6%
for the prior year period. For the first
nine
months of
2017
, adjusted operating margin was
21.7%
as compared to
20.0%
for the prior year period. The increases primarily reflect restructuring savings, organic revenue growth, and underlying operational improvement, partially offset by expenses related to reinvestment.
|
•
|
Adjusted diluted earnings per share from continuing operations, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was
$1.29
per share for the
third
quarter of
2017
and
$4.19
in the first
nine
months of
2017
, compared to
$1.09
per share and
$3.59
per share for the respective prior year periods.
|
•
|
Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,”
decreased
in the first
nine
months of
2017
by
$881 million
, or
84%
from the prior year period, to
$164 million
, driven by
a decrease
of
$863 million
in cash flow from operations and
an increase
of
$18 million
in capital expenditures, including investments in our operating model.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(millions)
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
2,340
|
|
|
$
|
2,201
|
|
|
$
|
7,089
|
|
|
$
|
6,759
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
1,419
|
|
|
1,300
|
|
|
4,337
|
|
|
4,041
|
|
||||
Information technology
|
|
109
|
|
|
99
|
|
|
295
|
|
|
281
|
|
||||
Premises
|
|
89
|
|
|
86
|
|
|
259
|
|
|
257
|
|
||||
Depreciation of fixed assets
|
|
40
|
|
|
39
|
|
|
148
|
|
|
118
|
|
||||
Amortization and impairment of intangible assets
|
|
101
|
|
|
42
|
|
|
604
|
|
|
117
|
|
||||
Other general expenses
|
|
317
|
|
|
267
|
|
|
956
|
|
|
770
|
|
||||
Total operating expenses
|
|
2,075
|
|
|
1,833
|
|
|
6,599
|
|
|
5,584
|
|
||||
Operating income
|
|
265
|
|
|
368
|
|
|
490
|
|
|
1,175
|
|
||||
Interest income
|
|
10
|
|
|
1
|
|
|
20
|
|
|
6
|
|
||||
Interest expense
|
|
(70
|
)
|
|
(70
|
)
|
|
(211
|
)
|
|
(212
|
)
|
||||
Other income (expense)
|
|
(5
|
)
|
|
10
|
|
|
(20
|
)
|
|
27
|
|
||||
Income from continuing operations before income taxes
|
|
200
|
|
|
309
|
|
|
279
|
|
|
996
|
|
||||
Income tax expense (benefit)
|
|
4
|
|
|
25
|
|
|
(139
|
)
|
|
127
|
|
||||
Net income from continuing operations
|
|
196
|
|
|
284
|
|
|
418
|
|
|
869
|
|
||||
Income from discontinued operations, net of tax
|
|
(4
|
)
|
|
42
|
|
|
857
|
|
|
102
|
|
||||
Net income
|
|
192
|
|
|
326
|
|
|
1,275
|
|
|
971
|
|
||||
Less: Net income attributable to noncontrolling interests
|
|
7
|
|
|
7
|
|
|
30
|
|
|
27
|
|
||||
Net income attributable to Aon shareholders
|
|
$
|
185
|
|
|
$
|
319
|
|
|
$
|
1,245
|
|
|
$
|
944
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
September 30, 2017
|
|
September 30, 2016
|
|
% Change
|
|
Less: Currency Impact
(1)
|
|
Less: Fiduciary Investment Income
(2)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth
(3)
|
|||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial Risk Solutions
|
|
$
|
917
|
|
|
$
|
884
|
|
|
4
|
%
|
|
1
|
%
|
|
—
|
%
|
|
4
|
%
|
|
(1
|
)%
|
Reinsurance Solutions
|
|
355
|
|
|
329
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||
Retirement Solutions
|
|
491
|
|
|
466
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
||
Health Solutions
|
|
293
|
|
|
265
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
2
|
|
||
Data & Analytic Services
|
|
289
|
|
|
260
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
3
|
|
||
Elimination
|
|
(5
|
)
|
|
(3
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total revenue
|
|
$
|
2,340
|
|
|
$
|
2,201
|
|
|
6
|
%
|
|
1
|
%
|
|
—
|
%
|
|
3
|
%
|
|
2
|
%
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
September 30, 2017
|
|
September 30, 2016
|
|
%
Change |
|
Less: Currency Impact
(1)
|
|
Less: Fiduciary Investment Income
(2)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth
(3)
|
|||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commercial Risk Solutions
|
|
$
|
2,943
|
|
|
$
|
2,835
|
|
|
4
|
%
|
|
(1
|
)%
|
|
—
|
%
|
|
4
|
%
|
|
1
|
%
|
Reinsurance Solutions
|
|
1,070
|
|
|
1,032
|
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
||
Retirement Solutions
|
|
1,266
|
|
|
1,266
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
||
Health Solutions
|
|
977
|
|
|
838
|
|
|
17
|
|
|
(1
|
)
|
|
—
|
|
|
11
|
|
|
7
|
|
||
Data & Analytic Services
|
|
842
|
|
|
794
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
||
Elimination
|
|
(9
|
)
|
|
(6
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total revenue
|
|
$
|
7,089
|
|
|
$
|
6,759
|
|
|
5
|
%
|
|
(1
|
)%
|
|
—
|
%
|
|
3
|
%
|
|
3
|
%
|
(1)
|
Currency impact is determined by translating prior period's revenue at this period's foreign exchange rates.
|
(2)
|
Fiduciary investment income for the three months ended
September 30, 2017
and
2016
, respectively, was
$10 million
and
$6 million
. Fiduciary Investment Income for the
nine
months ended
September 30, 2017
and
2016
, respectively, was
$23 million
and
$16 million
.
|
(3)
|
Organic revenue growth includes the impact of intercompany activity and excludes the impact of changes in foreign exchange rates, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
2017 |
|
September 30,
2016 |
|
September 30,
2017 |
|
September 30,
2016 |
||||||||
Revenue from continuing operations
|
|
$
|
2,340
|
|
|
$
|
2,201
|
|
|
$
|
7,089
|
|
|
$
|
6,759
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income from continuing operations - as reported
|
|
$
|
265
|
|
|
$
|
368
|
|
|
$
|
490
|
|
|
$
|
1,175
|
|
Amortization and impairment of intangible assets
|
|
101
|
|
|
42
|
|
|
604
|
|
|
117
|
|
||||
Restructuring
|
|
102
|
|
|
—
|
|
|
401
|
|
|
—
|
|
||||
Regulatory and compliance matters
|
|
8
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||
Pension settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Operating income income from continuing operations - as adjusted
|
|
$
|
476
|
|
|
$
|
410
|
|
|
$
|
1,537
|
|
|
$
|
1,354
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin from continuing operations - as reported
|
|
11.3
|
%
|
|
16.7
|
%
|
|
6.9
|
%
|
|
17.4
|
%
|
||||
Operating margin from continuing operations - as adjusted
|
|
20.3
|
%
|
|
18.6
|
%
|
|
21.7
|
%
|
|
20.0
|
%
|
|
|
Three Months Ended September 30, 2017
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
265
|
|
|
$
|
211
|
|
|
$
|
476
|
|
Interest income
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Interest expense
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||
Other income (expense)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Income before income taxes from continuing operations
|
|
200
|
|
|
211
|
|
|
411
|
|
|||
Income taxes
(1)
|
|
4
|
|
|
68
|
|
|
72
|
|
|||
Net income from continuing operations
|
|
196
|
|
|
143
|
|
|
339
|
|
|||
Income from discontinued operations, net of tax
(2)
|
|
(4
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|||
Net income
|
|
192
|
|
|
137
|
|
|
329
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
7
|
|
|
—
|
|
|
7
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
185
|
|
|
$
|
137
|
|
|
$
|
322
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.73
|
|
|
0.56
|
|
|
$
|
1.29
|
|
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|||
Net income
|
|
$
|
0.72
|
|
|
$
|
0.53
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding - diluted
|
|
257.3
|
|
|
—
|
|
|
257.3
|
|
|
|
Three Months Ended September 30, 2016
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
368
|
|
|
$
|
42
|
|
|
$
|
410
|
|
Interest income
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Interest expense
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||
Other income (expense)
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Income before income taxes from continuing operations
|
|
309
|
|
|
42
|
|
|
351
|
|
|||
Income taxes
(1)
|
|
25
|
|
|
25
|
|
|
50
|
|
|||
Net income from continuing operations
|
|
284
|
|
|
17
|
|
|
301
|
|
|||
Income from discontinued operations, net of tax
(2)
|
|
42
|
|
|
23
|
|
|
65
|
|
|||
Net income
|
|
326
|
|
|
40
|
|
|
366
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
7
|
|
|
—
|
|
|
7
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
319
|
|
|
$
|
40
|
|
|
$
|
359
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.03
|
|
|
0.06
|
|
|
$
|
1.09
|
|
|
Discontinued operations
|
|
0.15
|
|
|
0.09
|
|
|
0.24
|
|
|||
Net income
|
|
$
|
1.18
|
|
|
$
|
0.15
|
|
|
$
|
1.33
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding - diluted
|
|
269.6
|
|
|
—
|
|
|
269.6
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
490
|
|
|
$
|
1,047
|
|
|
$
|
1,537
|
|
Interest income
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Interest expense
|
|
(211
|
)
|
|
—
|
|
|
(211
|
)
|
|||
Other income (expense)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Income before income taxes from continuing operations
|
|
279
|
|
|
1,047
|
|
|
1,326
|
|
|||
Income taxes
(1)
|
|
(139
|
)
|
|
333
|
|
|
194
|
|
|||
Net income from continuing operations
|
|
418
|
|
|
714
|
|
|
1,132
|
|
|||
Income from discontinued operations, net of tax
(2)
|
|
857
|
|
|
(797
|
)
|
|
60
|
|
|||
Net income
|
|
1,275
|
|
|
(83
|
)
|
|
1,192
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
30
|
|
|
—
|
|
|
30
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,245
|
|
|
$
|
(83
|
)
|
|
$
|
1,162
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.48
|
|
|
2.71
|
|
|
$
|
4.19
|
|
|
Discontinued operations
|
|
3.26
|
|
|
(3.03
|
)
|
|
0.23
|
|
|||
Net income
|
|
$
|
4.74
|
|
|
$
|
(0.32
|
)
|
|
$
|
4.42
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding - diluted
|
|
262.9
|
|
|
—
|
|
|
262.9
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,175
|
|
|
$
|
179
|
|
|
$
|
1,354
|
|
Interest income
|
|
6
|
|
|
—
|
|
|
6
|
|
|||
Interest expense
|
|
(212
|
)
|
|
—
|
|
|
(212
|
)
|
|||
Other income (expense)
|
|
27
|
|
|
—
|
|
|
27
|
|
|||
Income before income taxes from continuing operations
|
|
996
|
|
|
179
|
|
|
1,175
|
|
|||
Income taxes
(1)
|
|
127
|
|
|
49
|
|
|
176
|
|
|||
Net income from continuing operations
|
|
869
|
|
|
130
|
|
|
999
|
|
|||
Income from discontinued operations, net of tax
(2)
|
|
102
|
|
|
69
|
|
|
171
|
|
|||
Net income
|
|
971
|
|
|
199
|
|
|
1,170
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
27
|
|
|
—
|
|
|
27
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
944
|
|
|
$
|
199
|
|
|
$
|
1,143
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.11
|
|
|
0.48
|
|
|
$
|
3.59
|
|
|
Discontinued operations
|
|
0.37
|
|
|
0.26
|
|
|
0.63
|
|
|||
Net income
|
|
$
|
3.48
|
|
|
$
|
0.74
|
|
|
$
|
4.22
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding - diluted
|
|
271.0
|
|
|
—
|
|
|
271.0
|
|
(1)
|
The effective tax rates used in the U.S. GAAP financial statements for continuing operations were
2.0%
and
(49.8)%
, respectively, for the
three and nine
months ended
September 30, 2017
. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with estimated restructuring expenses, accelerated tradename amortization, impairment charges, regulatory and compliance provisions, and non-cash pension settlement charges anticipated in the forth quarter of
2017
, which are adjusted at the related jurisdictional rate. After adjusting to exclude the applicable tax impact, the adjusted effective tax rates for continuing operations were
17.5%
and
14.6%
, respectively, for the
three and nine
months ended
September 30, 2017
. The effective tax rates used in the U.S. GAAP financial statements for continuing operations were
8.1%
and
12.8%
, respectively, for the three and
nine
months ended
2016
. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with non-cash pension charges settled in the second quarter of
2016
, which are adjusted at the related jurisdictional rate. After adjusting to exclude the applicable tax impact, the adjusted effective tax rates for continuing operations were
14.2%
and
15.0%
, respectively, for the three and
nine
months ended
2016
.
|
(2)
|
Adjusted income from discontinued operations, net of tax, excludes the gain on sale and intangible asset amortization on discontinued operations of
$11 million
and $0 million, respectively, for the three months ended
September 30, 2017
and
$1,983 million
and
$11 million
for the
nine
months ended
September 30, 2017
. The effective tax rates used in the U.S. GAAP financial statements for discontinued operation were
35.1%
and
21.8%
, respectively, for the three months and
nine
months ended
September 30, 2017
. After adjusting to exclude the applicable tax impact associated with the gain on sale and intangible asset amortization, the adjusted effective tax rates for discontinued operations were
35.2%
and
24.2%
, respectively, for the three months and
nine
months ended
September 30, 2017
. Adjusted income from discontinued operations, net of tax, excludes intangible asset amortization on discontinued operations of
$30 million
and
$90 million
, respectively, for the three months and
nine
months ended
September 30, 2016
. The effective tax rates used in the U.S. GAAP financial statements for discontinued operation were
37.3%
and
37.4%
for the three and
nine
months ended
2016
, respectively. After adjusting to exclude the applicable tax impact associated with amortization, the adjusted effective tax rates for discontinued operations were
32.8%
and
32.4%
for the three and
nine
months ended
2016
, respectively.
|
|
|
Nine Months Ended
|
||||||
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Cash Provided by Continuing Operating Activities
|
|
$
|
289
|
|
|
$
|
1,152
|
|
Capital Expenditures Used for Continuing Operations
|
|
(125
|
)
|
|
(107
|
)
|
||
Free Cash Flow Provided By Continuing Operations
|
|
$
|
164
|
|
|
$
|
1,045
|
|
|
|
Three months ended September 30, 2017
|
|
Nine months ended September 30, 2017
|
|
Estimated Remaining Costs
|
|
Estimated Total Cost
(1)
|
||||||||
Workforce reduction
|
|
$
|
52
|
|
|
$
|
257
|
|
|
$
|
46
|
|
|
$
|
303
|
|
Technology rationalization
(2)
|
|
12
|
|
|
22
|
|
|
124
|
|
|
146
|
|
||||
Lease consolidation
(2)
|
|
4
|
|
|
8
|
|
|
72
|
|
|
80
|
|
||||
Asset impairments
|
|
2
|
|
|
26
|
|
|
14
|
|
|
40
|
|
||||
Other costs associated with restructuring and separation
(2) (3)
|
|
32
|
|
|
88
|
|
|
93
|
|
|
181
|
|
||||
Total restructuring and related expenses
|
|
$
|
102
|
|
|
$
|
401
|
|
|
$
|
349
|
|
|
$
|
750
|
|
(1)
|
Actual costs, when incurred, may vary due to changes in the assumptions built into this plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.
|
(2)
|
Contract termination costs included within Technology rationalization for the three and nine months ended
September 30, 2017
were
$1 million
. Contract termination costs included within Lease consolidations for the three and nine months ended
September 30, 2017
were
$3 million
and
$8 million
, respectively. Contract termination costs included within Other costs associated with restructuring and separation were
$1 million
for the three and nine months ended
September 30, 2017
. Total estimated contract termination costs to be incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, are
$10 million
,
$80 million
, and
$10 million
.
|
(3)
|
Other costs associated with the Restructuring Plan include those to separate the Divested Business, as well as moving costs and consulting and legal fees. These costs are generally recognized when incurred.
|
|
|
Restructuring Plan
|
||
Balance as of December 31, 2016
|
|
$
|
—
|
|
Expensed
|
|
369
|
|
|
Cash payments
|
|
(199
|
)
|
|
Foreign currency translation and other
|
|
17
|
|
|
Balance as of September 30, 2017
|
|
$
|
187
|
|
|
|
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
|
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
2,796
|
|
|
$
|
3,545
|
|
Money market funds
|
|
—
|
|
|
1,640
|
|
|
1,451
|
|
|
3,091
|
|
||||
Cash and short-term investments
|
|
749
|
|
|
1,640
|
|
|
4,247
|
|
|
6,636
|
|
||||
Fiduciary receivables
|
|
—
|
|
|
—
|
|
|
5,045
|
|
|
5,045
|
|
||||
Total
|
|
$
|
749
|
|
|
$
|
1,640
|
|
|
$
|
9,292
|
|
|
$
|
11,681
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||
Total Issuances
|
|
$
|
—
|
|
|
$
|
674
|
|
|
$
|
1,648
|
|
|
$
|
1,982
|
|
Total Repayments
|
|
$
|
—
|
|
|
$
|
(674
|
)
|
|
$
|
(1,997
|
)
|
|
$
|
(1,798
|
)
|
|
Rolling twelve months ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
802
|
|
|
$
|
1,322
|
|
Interest expense
|
281
|
|
|
280
|
|
||
Income taxes
|
(118
|
)
|
|
192
|
|
||
Depreciation of fixed assets
|
192
|
|
|
161
|
|
||
Amortization and impairment of intangible assets
|
644
|
|
|
159
|
|
||
Restructuring charges
|
375
|
|
|
—
|
|
||
Non-cash pension expense
|
128
|
|
|
31
|
|
||
Total EBITDA
|
$
|
2,304
|
|
|
$
|
2,145
|
|
Total Debt
|
$
|
5,967
|
|
|
$
|
6,160
|
|
Total debt-to-EBITDA ratio
|
2.6
|
|
2.9
|
|
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
|
•
|
positive
net foreign currency translation adjustments of
$431 million
, which are attributable to the
weakening
of the U.S. dollar against certain foreign currencies;
|
•
|
an increase
of
$56 million
due to the amortization of net actuarial losses related to pension obligations; and
|
•
|
net financial instrument
gains
of
$13 million
.
|
•
|
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;
|
•
|
changes in estimates or assumptions on our financial statements;
|
•
|
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;
|
•
|
changes in the health care system or our relationships with insurance carriers;
|
•
|
our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings;
|
•
|
our risks and uncertainties in connection with the sale of the Divested Business; and
|
•
|
our ability to realize the expected benefits from our restructuring plan.
|
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)
|
||||||
7/1/17 - 7/31/17
|
|
1,679,815
|
|
|
$
|
136.81
|
|
|
1,679,815
|
|
|
$
|
6,438,620,152
|
|
8/1/17 - 8/31/17
|
|
1,994,703
|
|
|
138.73
|
|
|
1,994,703
|
|
|
6,161,898,766
|
|
||
9/1/17 - 9/30/17
|
|
1,686,403
|
|
|
143.45
|
|
|
1,686,403
|
|
|
5,919,980,875
|
|
||
Total
|
|
5,360,921
|
|
|
$
|
139.61
|
|
|
5,360,921
|
|
|
$
|
5,919,980,875
|
|
(1)
|
Does not include commissions or other costs paid to repurchase shares.
|
(2)
|
The Repurchase Program was established in April 2012 with up to $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014 and February 2017 for a total of $15.0 billion in repurchase authorizations. During the
third
quarter of
2017
, we repurchased
5.4 million
shares at an average price per share of
$139.61
for a total cost of
$749 million
.
Included in the
5.4 million
shares repurchased was
165 thousand
shares, which are included in the above table, that did not settle until October 2017. These shares were settled at an average price per share of
$146.52
and total cost of
$24.2 million
.
|
|
Aon plc
|
|
|
(Registrant)
|
|
|
|
|
October 27, 2017
|
By:
|
/s/ Laurel Meissner
|
|
LAUREL MEISSNER
|
|
|
SENIOR VICE PRESIDENT AND
|
|
|
GLOBAL CONTROLLER
|
|
|
(Principal Accounting Officer and duly authorized officer of Registrant)
|
Exhibit Number
|
|
Description of Exhibit
|
12.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101
|
|
Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:
|
|
|
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
|
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