Aon plc (NYSE: AON) Investor Relations Overview May 2015 0 Greg Case Chief Executive Officer Christa Davies Chief Financial Officer Scott Malchow SVP, IR and Corporate FP&A 1 Safe Harbor Statement This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, growth in commissions and fees, changes to the composition or level of our revenues, cash flow and liquidity, expected tax rates, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, are forward-looking statements. Also, when we use the words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “probably”, or similar expressions, we are making forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements: general economic and political conditions in different countries in which Aon does business around the world; changes in the competitive environment; fluctuations in exchange and interest rates that could influence revenue and expense; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funding status of Aon's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon’s debt limiting financial flexibility; rating agency actions that could affect Aon's ability to borrow funds; the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits; changes in estimates or assumptions on our financial statements; limits on Aon’s subsidiaries to make dividend and other payments to Aon; the impact of law suits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon operates, particularly given the global scope of Aon’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon does business; the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries; the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes; failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others; the effects of English law on our operating flexibility and the enforcement of judgments against Aon; the failure to retain and attract qualified personnel; international risks associated with Aon’s global operations; the effect or natural or man-made disasters; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon’s ability to develop and implement new technology; the damage to our reputation among clients, markets or third parties; the actions taken by third parties that preform aspects of our business operations and client services; the extent to which Aon manages certain risks created in connection with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that Aon currently provides, or will provide in the future, to clients; Aon’s ability to grow, develop and integrate companies that it acquires or new lines of business; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or our relationships with insurance carriers; Aon’s ability to implement initiatives intended to yield cost savings, and the ability to achieve those cost savings. Further information concerning Aon and its business, including factors that potentially could materially affect Aon's financial results, is contained in Aon's filings with the SEC. See Aon’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for a further discussion of these and other risks and uncertainties applicable to Aon’s businesses. Aon does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law. Explanation of Non-GAAP Measures This communication includes supplemental information related to organic revenue, free cash flow, adjusted operating margin and adjusted earnings per share, that exclude the effects of restructuring charges, intangible asset amortization, capital expenditures, transaction and integration costs and certain other noteworthy items that affected results for the comparable periods. Organic revenue excludes from reported revenues the impact of foreign exchange, acquisitions, divestitures, transfers between business units, reimbursable expenses and unusual items. The impact of foreign exchange is determined by translating last year's revenue, expense or net income at this year's foreign exchange rates. Reconciliations are provided in the attached schedules. Supplemental organic revenue information and additional measures that exclude the effects of the restructuring charges and certain other items do not affect net income or any other GAAP reported amounts. Free cash flow is cash flow from operating activity less capital expenditures. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. They should be viewed in addition to, not in lieu of, the Company’s Consolidated Financial Statements. Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments. 2 Agenda Section 1 Industry-Leading Franchise Operating in Growing Markets • Strong Franchise Focused on Risk, Retirement and Health • Operating in Markets Growing Long-Term in Both Size and Complexity Section 2 Positioned the Firm and Made Progress Against Our Plan Section 3 • Agenda bet • Agenda bullet • Agenda bullet Substantial Opportunity for Further Value Creation • Agenda bullet • Agenda bullet • Agenda bullet 3 Industry-Leading Franchise Focused on Risk, Retirement and Health Aon plc: Total 2014 Revenue of $12 Billion Total 2014 Revenue by Geography 69,000 employees across the firm APAC 10% +120 countries around the world U.S. 48% EMEA 19% +500 global offices U.K. 13% Two industry-leading segments Americas (excl. U.S.) 10% Risk Solutions: $7.8 Billion Aon Risk Solutions HR Solutions: $4.2 Billion Aon Benfield Aon Hewitt #1 Primary Insurance Brokerage #1 Reinsurance Brokerage #1 Benefits Administration #1 Employee Benefits Brokerage #1 HR Business Process Outsourcing Leader in Captive Management Place +$32 billion of global premium flow Leader in Affinity Programs Leader in HR Consulting Place +$85 billion of global premium flow Serve 70% of the Fortune 500 #1 Health Care Exchanges Administer benefits for +23 million participants around the globe 4 Operating in Markets Growing Long-Term in Both Size and Complexity Global Non-Life P/C Written Premiums* ($ billions) Risk Magnitude and scrutiny of risk is increasing around the globe GDP growth drives insurable activity Emerging markets – low penetration of insurance New risks and threats enter the market – cyber, pandemic, business continuity, global warming $1,415 $1,046 2005 2006 Pace of regulatory changes is accelerating Increasingly global workforce requires balancing local needs with global consistency Health # 2010 2011 2012 U.S. Health Care Reform redefines the role of the employer Continuing rise in health care costs requires employer action Pace of regulatory changes is accelerating 2013 $32.3 $25.2 $17.9 $13.7 $10.3 $7.1 $10.9 $14.9 $18.6 2008 2012 2016E Average Annual Healthcare Premiums for Covered Workers# Single Coverage Family Coverage $17,625 $10,046 $6,093 $3,724 2004 * ^ 2009 Companies need to manage growing risk in retirement and pension schemes 2008 Global Retirement Assets ($ trillions)^ Retirement 2007 2005 2006 2007 2008 2009 2010 2011 Source: AXCO Insurance Information Services Source: Kaiser/HRET Survey of Employer-Sponsored Health Benefits, 1999-2014 Source: Global Markets 2013 – Retirement Markets 2013 (Cerulli Associates); Growth in a Flat World (Cerulli Associates); Global Defined Contribution Pensions 2012: Identifying Market Opportunities (Cerulli Associates); Pension Markets in Focus 2013 (Organization for Economic5 Cooperation & Development - OECD); Growth in DC Assets (Spence Johnson) 2012 2013 2014 Agenda Section 1 Industry-Leading Franchise Operating in Growing Markets • Agenda bullet • da bullet • Agenda bullet Section 2 Section 3 Positioned the Firm and Made Progress Against Our Plan • Focused the Portfolio and Significantly Invested in Global Capabilities • Continued Progress Toward Long-Term Operational Targets • Strong Track Record of Delivering on Key Financial Metrics • Total Shareholder Returns Have Consistently Outperformed Substantial Opportunity for Further Value Creation • Agenda bullet • Agenda bullet • Agenda bullet 6 Focused the Portfolio and Significantly Invested in Global Capabilities Sold off one-third of Aon to focus strictly on being a preeminent professional services firm Significantly invested to position the firm for long-term growth and increased operating leverage Exited low-margin, capital intensive insurance underwriting Industry-leading innovation across Risk, Retirement and Health solutions Focused the portfolio towards higher-margin, capital light businesses (Benfield and Hewitt acquisitions) Unmatched data and analytics for better insight and value proposition for clients High recurring revenue streams Unified approach to serving clients across the firm Strong free cash flow generation United as one firm capable of delivering the best of Aon to any client around the globe Revenue Composition Risk Solutions HR Solutions Underwriting Exchange Solutions 32% 17% 35% 13% 83% 65% 55% 2004 2009 2014 7 Continued Progress Towards Long-Term Operating Margin Targets Risk Solutions Operating Margin* 26.0% 21.6% 22.4% 21.6% 21.7% 22.5% 22.9% 18.2% 18.7% 16.6% Drivers Within Our Control: 1. Return on investments in data and analytics, including Aon Broking and GRIP related initiatives 2. Continued rollout of Revenue Engine internationally 3. Expense discipline and optimization of global cost structure, including IT and Real Estate costs Upside Opportunity: 1. Increases in short-term interest rates 2006 2007 2008 2009 2010 2011 2012 2013 2014 Target 2. Improvements in global GDP or insurance pricing HR Solutions Operating Margin* 22.0% 17.6% 14.9% 15.2% 15.3% 16.6% 16.7% 17.1% Drivers Within Our Control: 1. Growth in the core business and return on incremental investments, including health care exchanges and investment consulting 2. Improvement in HR Business Process Outsourcing 3. Expense discipline and optimization of global cost structure, including IT and Real Estate costs 11.7% 5.8% 2006 * 2007 2008 2009 2010 2011 2012 2013 2014 Target The results above represent non-GAAP measures. See Appendix for a reconciliation of non-GAAP measures to the corresponding U.S. GAAP measure. 8 Delivered Strong Financial Results and Record Free Cash Flow Organic Revenue Operating Margin* 19.7% 19.6% 4% 3% 3% 2% 2% 19.0% 18.6% 19.0% 19.5% 3% 16.9% 2% 15.9% 14.1% 0% 2006 2007 2008 2009 2010 2011 2012 2013 2014 -1% 2006 2007 2008 2009 2010 2011 2012 2013 2014 Earnings Per Share* Free Cash Flow* ($ millions) $1,404 $1,386 $5.71 $4.89 $3.02 $3.34 $3.48 $2.37 $1,150 $1,093 $4.06 $4.21 $816 $865 $777 $1.69 $603 $360 2006 2007 2008 2009 2010 2011 2012 2013 2014 * 2006 2007 2008 2009 2010 2011 2012 2013 2014 The results above represent non-GAAP measures. See Appendix for a reconciliation of non-GAAP measures to the corresponding U.S. GAAP measure. 9 Total Return has Consistently Outperformed the Market and Peer Set Annualized Total Shareholder Returns* (CAGR %) Peers^ S&P Index AON 35% 31% Consistent outperformance with double-digit total returns over the long-term 30% 25% 23% 15% 10% 20% 20% 20% 14% 16% 15% 14% 15% 13% 8% 8% 7% 5% 5% 4% 0% 1-year * ^ 2-years 5-years 8-years Total shareholder returns were calculated as of December 31, 2014. The peer set average total return includes MMC, WSH, BRO and AJG. The detailed CAGR for each peer can be found in Appendix D. 10 10-years Agenda Section 1 Industry-Leading Franchise Operating in Growing Markets • Agenda bullet • Agenda bullet • Agenda bullet Section 2 Positioned the Firm and Made Progress Against Our Plan Section 3 • Agenda bullet • Agenda bulletAnda bullet Substantial Opportunity for Further Value Creation • Significantly Increasing Free Cash Flow Generation • Strong Financial Flexibility with Full Access to Growing Free Cash Flow • Effectively Allocate Capital to Maximize Total Shareholder Return • Opportunity for Additional Leverage Further Increasing Cash Available 11 Significantly Increasing Free Cash Flow* Generation Free Cash Flow ($ millions) $2,300 $1,404 $1,386 $1,150 $777 $603 Key Drivers: 1. Operational improvement as the firm makes progress towards its long-term operating margin targets 2. Declining required uses of cash for pensions and restructuring 3. Lower cash tax payments reflecting the lower effective tax rate 4. Working capital improvements as the firm focuses on closing the gap between receivables and payables $360 2009 2010 2011 2012 2013 2014 2017 Target Declining Required Uses of Cash ($ millions) Anticipated increase of $230 million annually to FCF $654 $82 $521 $477 $31 $316 $220 ^ $424 $12 $212 $160 $256 $270 $245 $252 2014 2015e 2016e 2017e Capital Expenditures * $20 Pension Contributions^ Restructuring - Cash Free cash flow is defined as cash flow from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures. Estimate based on current actuarial assumptions as of 12/31/14 measurement date. 12 Financial Flexibility with Full Access to Growing Free Cash Flow Aon has significant financial flexibility with access to cash generated around the globe Compared to select industry peers or other US-based global firms, Aon does not have large pools of trapped international cash balances Cash generated around the globe can be brought back to the UK without any adverse consequences to be used for capital deployment decisions and returned to shareholders The UK’s territorial tax system only taxes income within that country’s borders, allowing income earned internationally to be brought back without adverse tax consequences or surcharges 13 Effectively Allocate Capital to Maximize Total Shareholder Return Aon deploys cash based on Return on Invested Capital (ROIC) on a cash on cash basis ROIC is the focus of how the firm allocates capital in order to maximize shareholder returns Historically, share repurchase has provided the highest ROIC, and therefore sets the benchmark for evaluating all capital allocation decisions Capital allocation to M&A, dividends, organic investment, debt reduction, discretionary pension contributions, or other uses of free cash flow must beat the return of share repurchase to warrant deployment Uses of Free Cash Flow ($ millions) Record $3.0 billion of capital deployed in 2014 $3,002 $273 $479 $1,491 $204 $162 $1,368 $212 $54 $1,125 $1,102 2012 2013 Share Repurchase* * ^ $2,250 2014 M&A^ Dividends The Company has $5.4 billion of remaining authorization under its share repurchase program as of March 31, 2015. Net of cash acquired. 14 Substantial Upside for Shareholders Looking Forward +$2.3B Free Cash Flow for the full year 2017 Divided by future share count possibility in 2017 = Free Cash Flow / share FCF/share x current cash multiple (5 to 6% yield) = significant upside over three year period 15 Strong Balance Sheet with Opportunity for Additional Leverage Aon is committed to our current credit metrics and ratings: Debt to EBITDA ratio is used to evaluate opportunity for additional leverage o Range on a GAAP-basis is 2.0 – 2.5x Moody’s methodology adjusts for pension liability and 6x rent expense o Range based on Moody’s is 3.0 – 3.5x As EBITDA grows and pension liability declines, there is opportunity for incremental debt Incremental debt would further increase the firm’s cash available for deployment Total Debt Outstanding ($ millions) and Debt to EBITDA Ratio Increased debt while maintaining a consistent leverage ratio 1.8x 1.8x $4,165 $4,389 2012 2013 2.1x $5,582 2014 16 Summary Industry-leading positions operating in markets growing in size and complexity Operating margin improvement with increased operating leverage in the business Significant upside to an improving global economy, interest rates and insurance pricing Historical track record of delivering strong financial results and record free cash flow Long-term total shareholder return has outperformed over the last decade Positioned to significantly increase free cash flow generation going forward Strong balance sheet with opportunity for additional leverage further increasing cash available Financial flexibility and effective capital allocation expected to drive… ….significant shareholder value creation 17 Appendix 18 Appendix Appendix A Reconciliation of Non-GAAP Measures – Operating Margin Appendix B Reconciliation of Non-GAAP Measures – Earnings Per Share Appendix C Reconciliation of Non-GAAP Measures – Free Cash Flow Appendix D Annualized Total Shareholder Returns (CAGR %) 19 Appendix A: Reconciliation of Non-GAAP Measures – Operating Margin (millions) Full Year ended December 31, 2006 Risk HR Solutions Solutions Unallocated Continuing GAAP Disclosures As Reported Total revenue Compensation and benefits Other general expenses Total operating expenses Operating income (loss) Operating margin $ Reclassifications Other general expenses Foreign currency remeasurement gains (losses) $ Compensation and benefits Other general expenses Total operating expenses Operating income (loss) Operating margin Non-GAAP Disclosures As Reported Revenue - as adjusted Operating income (loss) - as reported Restructuring charges Amortization of intangible assets Hewitt related costs Legacy receivables write-off Transaction related costs - proxy Headquarter relocation costs Pension curtailment/adjustment Anti-bribery and compliance initiatives Resolution of U.K. balance sheet reconciliation difference Benfield integration costs Reinsurance litigation Gain on sale of Cambridge preferred stock investment Endurance Contingent commissions Operating income (loss) - as adjusted 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595 610 246 856 41 (17) 24 4,172 1,756 5,928 3,704 1,652 5,356 576 197 773 61 41 102 4,341 1,890 6,231 3,969 1,812 5,781 553 165 718 59 30 89 4,581 2,007 6,588 4,038 1,794 5,832 493 144 637 66 39 105 4,597 1,977 6,574 36 $ 4.0% (83) $ 760 11.4% $ 1,047 $ 16.4% 87 $ 10.1% (131) $ 100 $ 13.6% (82) $ 1,021 13.4% 1 - $ 2 $ 14 (3) 2 (1) 5 $ 2 807 $ 13.8% 1 $ $ Restated Revenue, as adjusted Operating income (loss) - as adjusted Reclassification - Foreign currency remeasurement gains (losses) Operating income (loss) - as adjusted Operating margin - adjusted $ $ 1,003 13.9% $ 947 $ 14.1% $ 13 $ 38 $ 13 $ 107 $ 13.0% 2 (114) $ $ - 940 12.5% $ 1,003 $ 14.7% $ 40 $ (30) $ $ 40 $ $ (26) $ (26) 5,855 892 (59) 6,688 6,403 860 (29) 7,234 6,728 825 (25) 7,528 6,835 737 23 7,595 3,521 1,528 5,049 610 247 857 41 (17) 24 4,172 1,758 5,930 3,704 1,666 5,370 576 194 770 61 43 104 4,341 1,903 6,244 3,969 1,850 5,819 553 167 720 59 30 89 4,581 2,047 6,628 4,038 1,764 5,802 493 143 636 66 44 110 4,597 1,951 6,548 (83) $ 758 11.3% $ 1,033 $ 16.1% (87) $ 1,047 13.8% (59) 6,673 $ 6,403 806 $ 13.8% $ 5,840 $ Full Year ended December 31, 2009 Risk HR Solutions Solutions Unallocated Continuing 3,521 1,527 5,048 $ Operating margin - adjusted Full Year ended December 31, 2008 Risk HR Solutions Solutions Unallocated Continuing 5,855 Other income (expense) Foreign currency remeasurement gains (losses) Restated Total revenue Full Year ended December 31, 2007 Risk HR Solutions Solutions Unallocated Continuing $ 35 $ 3.9% 892 $ $ $ 90 $ 10.5% 860 $ (133) $ (29) $ 990 13.7% $ 909 $ 13.5% 7,234 $ 6,728 $ 105 $ 12.7% (114) $ 825 $ (25) $ 900 12.0% $ 1,033 $ 15.1% 7,528 $ 6,835 $ 101 $ 13.7% 737 $ 23 $ 7,595 807 139 38 - 36 17 - (83) 3 - 760 159 38 - 1,047 75 38 - 87 10 1 - (131) - 1,003 85 39 - 947 239 63 2 6 42 107 15 2 1 - (114) 1 - 940 254 65 2 8 42 1,003 381 93 (54) 7 100 31 (20) - (82) (4) - 1,021 412 93 (78) 7 - - - - 21 - 15 - 15 21 - - - - 15 - - - 15 - (80) (15) 942 1,181 1,163 1,299 125 $ (113) $ 1,311 1,445 (86) 1,470 (15) 969 $ 16.6% 53 $ $ 5.9% $ 14.1% 5,840 $ (59) $ 6,673 $ 6,403 $ $ 969 $ 53 $ (80) $ 942 $ 1,181 $ $ 1 968 $ 1 52 $ (80) $ 2 940 $ 14 1,167 $ 5.8% 14.1% 18.2% (116) $ 11.4% $ 16.6% 892 $ $ 18.4% 98 $ $ 16.1% 860 $ 15.2% $ 17.4% $ 15.1% 19.4% $ 7,234 $ 6,728 $ 825 $ $ 7,528 $ 6,835 $ 737 $ 23 $ 7,595 (116) $ 1,163 $ 1,299 $ 125 $ (113) $ 1,311 $ 1,445 $ 111 $ (86) $ 1,470 (3) 101 $ 2 (118) $ 13 1,150 $ 38 1,261 $ 2 123 $ (113) $ 40 1,271 $ (30) 1,475 $ (1) 112 $ 5 (91) $ (26) 1,496 11.7% 15.9% 18.7% (25) $ 21.1% $ 98 (29) $ 19.3% 111 $ 14.9% 16.9% 20 21.6% 15.2% 19.7% Appendix A: Reconciliation of Non-GAAP Measures – Operating Margin (millions) Full Year ended December 31, 2010 Risk HR Solutions Solutions Unallocated Continuing GAAP Disclosures As Reported Total revenue Compensation and benefits Other general expenses Total operating expenses Operating income (loss) Operating margin $ Reclassifications Other general expenses Foreign currency remeasurement gains (losses) $ Compensation and benefits Other general expenses Total operating expenses Operating income (loss) Operating margin Non-GAAP Disclosures As Reported Revenue - as adjusted Operating income (loss) - as reported Restructuring charges Amortization of intangible assets Hewitt related costs Legacy receivables write-off Transaction related costs - proxy Headquarter relocation costs Pension curtailment/adjustment Anti-bribery and compliance initiatives Resolution of U.K. balance sheet reconciliation difference Benfield integration costs Reinsurance litigation Gain on sale of Cambridge preferred stock investment Endurance Contingent commissions Operating income (loss) - as adjusted 1,545 (22) 8,512 7,537 3,781 (31) 11,287 7,632 3,925 3,939 1,743 5,682 1,041 383 1,424 117 63 180 5,097 2,189 7,286 4,179 1,944 6,123 2,286 1,147 3,433 102 23 125 6,567 3,114 9,681 4,260 1,879 6,139 2,360 1,276 3,636 1,307 $ 18.7% 121 $ 7.8% (202) $ (21) - 3 $ $ Restated Revenue, as adjusted Operating income (loss) - as adjusted Reclassification - Foreign currency remeasurement gains (losses) Operating income (loss) - as adjusted Operating margin - adjusted $ $ (18) $ $ (18) 1,414 $ 18.8% 1 $ 348 $ 9.2% 12 $ (156) $ (3) 1,606 14.2% $ 10 $ 10 6,989 1,545 (22) 8,512 7,537 3,781 (31) 11,287 1,041 383 1,424 117 66 183 5,097 2,171 7,268 4,179 1,945 6,124 2,286 1,159 3,445 102 20 122 6,567 3,124 9,691 1,328 $ 19.0% $ 6,989 $ 1,226 14.4% 3,939 1,722 5,661 $ Operating margin - adjusted Full Year ended December 31, 2012 Risk HR Solutions Solutions Unallocated Continuing 6,989 Other income (expense) Foreign currency remeasurement gains (losses) Restated Total revenue Full Year ended December 31, 2011 Risk HR Solutions Solutions Unallocated Continuing $ 121 $ 7.8% 1,545 $ (205) $ (22) $ 1,244 14.6% $ 1,413 $ 18.7% 8,512 $ 7,537 $ 336 $ 8.9% 3,781 $ (153) $ (31) $ $ 1,493 $ 19.6% $ 7,632 (43) 289 $ 7.4% Full Year ended December 31, 2013 Risk HR Solutions Solutions Unallocated Continuing 11,514 (186) $ 7,789 4,057 4,385 1,864 6,249 2,455 1,284 3,739 1,596 13.9% $ 1,540 $ 19.8% 11,514 $ 7,789 (31) 318 $ 7.8% 11,815 (187) $ 1,671 14.1% 1,596 14.1% 11,287 $ 3,925 $ (43) $ $ 4,057 $ (31) $ 11,815 1,307 115 114 9 121 57 40 19 - (202) 21 49 - 1,226 172 154 40 49 9 1,414 65 129 18 - 348 48 233 47 - (156) 3 - 1,606 113 362 47 18 3 - 1,493 35 126 - 289 66 297 - (186) 24 - 1,596 101 423 24 - 1,540 94 115 - 318 80 280 - (187) 5 - 1,671 174 395 5 - - - - - - - - - - - - - - - - - 237 $ (132) $ 1,650 1,626 676 $ (153) $ 2,149 1,654 652 $ (162) $ 678 $ (182) $ 1,545 $ 22.1% 15.3% (22) 17.9% 6,989 $ $ 8,512 $ 7,537 $ $ 11,287 1,545 $ 237 $ (132) $ 1,650 $ 1,626 $ 676 $ (153) $ 2,149 $ (21) 1,566 $ 237 $ 3 (135) $ (18) 1,668 $ 1 1,625 $ 12 664 $ (3) (150) $ 10 2,139 19.6% 21.6% 3,781 19.0% $ 15.3% $ $ 21.6% $ 22.4% 1,545 $ 19.4% 17.6% $ (31) $ 21.7% $ 16.6% 2,144 18.6% 19.0% 21 $ 1,749 $ 22.5% 16.7% 2,245 19.0% Appendix A: Reconciliation of Non-GAAP Measures – Operating Margin (millions) Full Year ended December 31, 2014 Risk HR Solutions Solutions Unallocated Continuing GAAP Disclosures As Reported Total revenue 7,834 4,264 4,396 1,790 6,186 2,518 1,261 3,779 $ 1,648 $ 21.0% 485 $ 11.4% (167) $ 1,966 16.3% $ 7,834 $ 4,264 $ (53) $ 12,045 $ 1,648 109 35 1,792 $ 485 243 728 $ (167) (167) $ 1,966 352 35 2,353 Compensation and benefits Other general expenses Total operating expenses Operating income (loss) Operating margin Non-GAAP Disclosures As Reported Revenue - as adjusted Operating income (loss) - as reported Amortization of intangible assets Legal settlement Operating income (loss) - as adjusted Operating margin - adjusted 22.9% 17.1% (53) 12,045 19.5% 22 Appendix B: Reconciliation of Non-GAAP Measures – EPS (millions) Consolidated operating income - as reported Restructuring Pension adjustment Hewitt related costs Transactions/Project costs Legacy receivable write-off Pension curtailment Anti-bribery and compliance initiative Benfield integration costs Reinsurance Litigation UK balance sheet reconciliation difference Contingent commissions Legal settlement Amortization of Intangible Assets Consolidated operating income - as adjusted Interest income Interest expense - as reported Hewitt related costs Interest expense - as adjusted 2006 $ $ Other income (expense) - as reported Gain on sale of land Gain on sale of building in Spain Gain on sale of businesses Gain on Sale of Cambridge preferred stock investment Endurance Loss on Debt Extinguishment Transaction/Project costs Benfield transaction costs Other income (expense) - as adjusted Total PTI from continuing operations - as adjusted Provision for income tax Effective tax rate (%) Adjusted net income from continuing operations Less: net income attributable to the non-controlling interest Adjusted net income from continuing operations Adjusted diluted net income per share Weighted average common shares outstanding - diluted 2007 758 990 159 85 21 15 (15) 38 39 940 $ 1,150 69 $ (129) (129) 40 (30) (35) 14 (11) $ 869 $ 283 32.6% $ 586 10 $ 576 $ 1.69 345.8 2008 900 254 8 42 2 65 $ 1,271 100 $ (138) (138) 71 (36) 35 2009 2010 1,047 1,244 412 172 49 40 (78) 7 9 15 93 154 $ 1,496 $ 1,668 64 $ (126) (126) 16 $ (122) (122) 41 (5) 50 86 8 8 2011 2012 2013 2014 1,596 113 47 3 18 362 $ 2,139 1,596 101 24 423 $ 2,144 1,671 174 5 395 $ 2,245 1,966 35 352 $ 2,353 15 $ (182) 14 (168) (18) (18) 18 $ (245) (245) 10 $ (228) (228) 9 $ (210) (210) 10 (255) (255) 15 19 34 3 2 5 68 68 44 44 $ 1,147 $ 1,295 $ 1,398 $ 1,497 $ 1,946 $ 1,931 $ 2,112 $ 2,152 $ 358 27.6% $ 937 16 $ 921 $ 3.02 $ $ $ $ $ $ 361 31.5% $ 786 13 $ 773 $ 2.37 326.9 $ 304.5 380 27.2% $ 1,018 45 $ 973 $ 3.34 291.1 433 28.9% $ 1,064 26 $ 1,038 $ 3.48 298.1 531 27.3% $ 1,415 31 $ 1,384 $ 4.06 340.9 504 26.1% $ 1,427 27 $ 1,400 $ 4.21 332.6 23 536 25.4% $ 1,576 35 $ 1,541 $ 4.89 315.4 407 18.9% $ 1,745 34 $ 1,711 $ 5.71 299.6 Appendix C: Reconciliation of Non-GAAP Measures – Free Cash Flow (millions) 2006 Cash Provided by Operations Less: Capital Expenditures Free Cash Flow* * $968 (152) $816 2007 $1,263 (170) $1,093 2008 2009 2010 2011 $968 $500 $783 $1,018 (103) (140) (180) (241) $865 $360 $603 $777 2012 $1,419 2013 $1,633 (269) $1,150 (229) $1,404 Free cash flow is defined as cash flow from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures. 24 2014 $1,642 (256) $1,386 Appendix D: Annualized Total Shareholder Returns (CAGR %) Total Returns* Indexed to Current; % CAGR 1 Year 2 Years 5 Years 8 Years 10 Years * AON MMC WSH AJG BRO S&P 14.1% 20.6% 2.7% 3.4% 6.2% 13.7% 31.2% 30.1% 17.1% 18.3% 14.4% 22.7% 20.1% 21.4% 11.8% 16.6% 13.4% 15.4% 13.3% 8.4% 1.9% 6.4% 2.1% 7.0% 14.9% 5.9% 1.1% 4.1% 4.3% 7.7% Total shareholder returns were calculated as of December 31, 2014. 25 Investor Relations Scott Malchow +44.207.086.0100 [email protected] Erika Shouldice +1.312.381.5957 [email protected] Steven Krall +1.312.381.3353 [email protected] 26
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