UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

	

FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 4, 2017

	

 
Aon plc
(Exact Name of Registrant as Specified in Charter)

	
					
England and Wales	 	1-7933	 	98-1030901	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

	
			
122 Leadenhall Street, London, England
 (Address of Principal Executive Offices)	 	EC3V 4AN
 (Zip Code)	
 
Registrant’s telephone number, including area code: +44 20 7623 5500
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

	

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Item 2.02.             Results of Operations and Financial Condition.
 
On August 4, 2017 , Aon plc issued a press release (the “Press Release”) announcing its results of operations for the quarter ended June 30, 2017 .
 
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01.             Financial Statements and Exhibits.
 
(a) - (c)   Not applicable.
 
(d)           Exhibits:

				
 	Exhibit
Number	 	Description of
  Exhibit	
 	99.1	 	Press Release issued by Aon plc on August 4, 2017.	

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
				
 	 	Aon plc	
 	 	 	
 	 	By:	/s/ Christa Davies	
 	 	 	Christa Davies	
 	 	 	Executive Vice President and Chief Financial Officer	
 	 	 	
Date:	August 4, 2017	 	

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EXHIBIT INDEX

	
			
Exhibit
Number	 	Description of
  Exhibit	
99.1	 	Press Release issued by Aon plc on August 4, 2017.	

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Exhibit 99.1

		
Investor Relations		
 
News from Aon
 
Aon Reports Second Quarter 2017 Results
 
Second Quarter Key Metrics From Continuing Operations
		
•	Reported revenue increased 4% to $2.4 billion , with organic revenue growth of 3%	
		
•	Operating margin was (5.0)% , and operating margin, adjusted for certain items, increased 110 basis points to 22.4%	
		
•	EPS was $(0.20) , and EPS, adjusted for certain items, increased 13% to $1.45	
		
•	For the first six months of 2017, cash flow from operations was $436 million , and free cash flow was $354 million	

Second Quarter Highlights
		
•	Repurchased 8 million Class A Ordinary Shares for approximately $1 billion	
		
•	Closed the sale of the Benefits Administration and HR Business Process Outsourcing (BPO) platform for cash consideration of $4.3 billion, subject to customary adjustments, and additional consideration of up to $500 million	
		
•	Announced a 9% increase to the quarterly cash dividend	
 
LONDON - August 4, 2017 - Aon plc (NYSE: AON) today reported results for the three months ended June 30, 2017 .
  
Net income attributable to Aon shareholders was $769 million , or $2.93 per share, compared to $300 million or $1.11 per share, in the prior year period. Net income per share attributable to Aon shareholders, adjusted for certain items, increased 2% to $1.53 , compared to $1.50 in the prior year period. Net income (loss) from continuing operations was $(43) million , or $(0.20) per share, compared to $273 million , or $0.98 per share, in the prior year period. Net income per share from continuing operations, adjusted for certain items, increased 13% to $1.45 , compared to $1.28 in the prior year period. Certain items that impacted second quarter results and comparisons with the prior year period are detailed in the “Reconciliation of Non-GAAP Measures - Operating Income from Continuing Operations and Diluted Earnings per Share” on page 11 of this press release.

“Our second quarter results reflect growth across all major lines of revenue, solid operating performance with 110 basis points of adjusted operating margin improvement and 13% earnings per share growth, highlighted by the repurchase of $1 billion of stock in the quarter.” said Greg Case, President and Chief Executive Officer.  “During the quarter, we took significant steps to strengthen our industry-leading global professional services platform, including the completed divestiture of our outsourcing businesses and initial investments in our Aon United single operating model.  Combined with strong free cash flow generation and capital proceeds from the transaction, we believe we are on track to exceed $7.97 adjusted earnings per share in 2018 and deliver double-digit free cash flow growth over the long-term.”

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SECOND QUARTER 2017 FINANCIAL SUMMARY
The second quarter financial results discussed herein represent performance from continuing operations unless otherwise noted.

Total revenue in the second quarter increased 4% to $2.4 billion , compared to the prior year period driven primarily by 3% organic revenue growth and a 3% increase related to acquisitions, net of divestitures, partially offset by a 2% unfavorable impact from foreign currency translation.

Total operating expenses in the second quarter increased 31% to $2.5 billion compared to the prior year period due primarily to a $380 million non-cash impairment charge to the associated indefinite lived tradenames associated with the sale of the Benefits Administration and HR Business Process Outsourcing (BPO) platform, $ 155 million of restructuring costs, a $62 million increase in operating expenses related to acquisitions, net of divestitures, $35 million of accelerated amortization related to tradenames, $34 million of costs related to regulatory and compliance matters, and an $8 million increase in intangible asset amortization from previous acquisitions, partially offset by $62 million of expense related to certain non-cash pension settlements in the prior year period, a $50 million favorable impact from foreign currency translation and $44 million of savings related to restructuring and other operational improvement initiatives.

Restructuring expenses were $ 155 million in the second quarter, primarily driven by workforce reductions. The Company expects to invest $900 million in total cash over a three-year period, and incur $50 million of non-cash charges, in driving one operating model across the firm. This includes an estimated investment of $700 million of cash restructuring charges and $200 million of capital expenditures. To date, the Company has incurred 40% of the total estimated restructuring charges. An analysis of restructuring and related costs by type is detailed on page 15 of this press release.

Restructuring savings in the second quarter related to restructuring and other operational improvement initiatives are estimated at $44 million before reinvestment. Before any potential reinvestment of savings, restructuring and other operational improvement initiatives are expected to deliver run-rate savings of $400 million annually in 2019. To date, the Company has achieved 14% of the total estimated annualized savings.

Foreign currency exchange rates in the second quarter had a $0.05 per share, or $15 million, favorable impact on U.S. GAAP net income, and a $0.02 per share, or $7 million, pretax favorable impact on adjusted net income if the Company were to translate prior year quarter results at current quarter foreign exchange rates.

Effective tax rate used in the U.S. GAAP financial statements in the second quarter was 76.9% , compared to the prior year quarter of 13.6% . After adjusting to exclude 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 Q4 2017, the adjusted effective tax rate for the second quarter of 2017 was 15.6% compared to 14.9% in the prior year quarter, due primarily to a net favorable impact of certain discrete items recognized in both periods. These adjustments are discussed in “Reconciliation of Non-GAAP Measures - Operating Income from Continuing Operations and Diluted Earnings per Share” on page 11 of this press release.

Weighted average diluted shares outstanding decreased to 262.4 million in the second quarter compared to 269.8 million in the prior year quarter. The Company repurchased 8 million Class A Ordinary Shares for

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approximately $1 billion in the quarter. As of June 30, 2017 , the Company had $6.7 billion of remaining authorization under its share repurchase program.

SECOND QUARTER 2017 CASH FLOW SUMMARY
Cash flow from operations for the first six months of 2017 decreased 22% , or $121 million , to $436 million compared to the prior year period, primarily reflecting $94 million of cash restructuring charges and $44 million of transaction related costs, partially offset by operational improvement.

Free cash flow , defined as cash flow from operations less capital expenditures, decreased 28% , or $135 million , to $354 million for the first six months of 2017 compared to the prior year period, reflecting a decline in cash flow from operations and a $14 million increase in capital expenditures, including investments in our operating model. A reconciliation of free cash flow to cash flow from operations can be found in “Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow” on page 10 of this press release.

SECOND QUARTER 2017 REVENUE REVIEW
The second quarter revenue reviews provided below include supplemental information related to organic revenue, which is a non-GAAP measure that is described in detail in “Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow” on page 10 of this press release.

	
																								
 	 	Three Months Ended	 	 	 	 	 	 	 	 	 	 	
(millions)	 	June 30, 2017	 	June 30, 2016	 	%
Change	 	Less:
Currency
Impact	 	Less: Fiduciary Investment Income	 	Less: Acquisitions,
Divestitures & Other	 	Organic
Revenue
Growth	
Revenue	 	 		 	 		 	 		 	 		 	 	 	 		 	 		
Commercial Risk Solutions	 	$	1,042		 	$	990		 	5	 %	 	(1	)%	 	—	%	 	4	 %	 	2	%	
Reinsurance Solutions	 	344		 	332		 	4		 	(1	)	 	—		 	(1	)	 	6		
Retirement Solutions	 	389		 	405		 	(4	)	 	(4	)	 	—		 	(1	)	 	1		
Health Solutions	 	312		 	281		 	11		 	(1	)	 	—		 	7		 	5		
Data & Analytic Services	 	285		 	275		 	4		 	(1	)	 	—		 	1		 	4		
Elimination	 	(4	)	 	(1	)	 	N/A		 	N/A		 	N/A		 	N/A		 	N/A		
Total revenue	 	$	2,368		 	$	2,282		 	4	 %	 	(2	)%	 	—	%	 	3	 %	 	3	%	

Total organic revenue increased 3% compared to the prior year period, reflecting growth across every major revenue line and highlighted by strong growth in Reinsurance Solutions and Health Solutions.

Commercial Risk Solutions organic revenue increased 2% compared to the prior year period driven by strong growth across the Pacific region, in both Australia and New Zealand, and solid growth in the U.S. and Canada, partially offset by a modest decline in Latin America and Asia.

Reinsurance Solutions organic revenue increased 6% compared to the prior year period driven by strong growth in capital markets, as well as growth in facultative placements and net new business generation in treaty, partially offset by a modest unfavorable market impact globally.

Retirement Solutions organic revenue increased 1% compared to the prior year period driven by continued growth in investment consulting, primarily for delegated investment management, partially offset by a decline in our talent practice.

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Health Solutions organic revenue increased 5% compared to the prior year period driven by solid growth globally in health & benefits brokerage, highlighted by strong growth in the U.S., Asia, and EMEA.

Data & Analytic Services organic revenue increased 4% compared to the prior year period driven by strong growth across Affinity, with particular strength in the U.S.

  SECOND QUARTER EXPENSE REVIEW

																
 	 	Three Months Ended	 	 	 	 	
(millions)	 	June 30, 2017	 	June 30, 2016	 	$
Change	 	%
Change	
Expenses	 	 		 	 		 	 	 	 	
Compensation and benefits	 	$	1,457		 	$	1,396		 	$	61		 	4	 %	
Information technology	 	98		 	99		 	(1	)	 	(1	)	
Premises	 	86		 	89		 	(3	)	 	(3	)	
Depreciation of fixed assets	 	54		 	41		 	13		 	32		
Amortization and impairment of intangible assets	 	460		 	38		 	422		 	1,111		
Other general expenses	 	331		 	232		 	99		 	43		
Total operating expenses	 	$	2,486		 	$	1,895		 	$	591		 	31	 %	

Compensation and benefits expense increased 4% , or $61 million , compared to the prior year period due primarily to $102 million of restructuring costs, a $38 million increase in expenses related to acquisitions, net of divestitures, and an increase in expense associated with 3% organic revenue growth, partially offset by $62 million of expense related to certain non-cash pension settlements in the prior year period, a $38 million favorable impact from foreign currency translation, and $24 million of savings related to restructuring and other operational improvement initiatives.

Information technology expense decreased 1% , or $1 million , compared to the prior year period due primarily to $12 million of savings related to restructuring and other operational improvement initiatives and a $2 million favorable impact from foreign currency translation, partially offset by $7 million of restructuring costs.

Premises expense decreased 3% , or $3 million , compared to the prior year period due primarily to a $2 million favorable impact from foreign currency translation and $1 million of savings related to restructuring and other operational improvement initiatives, partially offset by $1 million of restructuring costs.

Depreciation of fixed assets expense increased 32% , or $13 million , compared to the prior year period primarily due to $11 million of restructuring costs related to of fixed asset write-offs, partially offset by a $1 million favorable impact from foreign currency translation.

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Amortization and impairment of intangible assets expense increased 1,111% , or $422 million , compared to the prior year period primarily due to a $380 million non-cash impairment charge to the indefinite lived tradenames associated with the sale of the Benefits Administration and HR Business Process Outsourcing (BPO) platform, $35 million of accelerated amortization related to tradenames and an $8 million increase in intangible asset amortization from previous acquisitions, partially offset by a $1 million favorable impact from foreign currency translation.

Other general expenses increased 43% , or $99 million , compared to the prior year period due primarily to $34 million of restructuring costs, $34 million of costs related to regulatory and compliance matters, a $16 million increase in operating expenses related to acquisitions, net of divestitures, and an increase in expense associated with 3% organic revenue growth, partially offset by $7 million of savings related to restructuring and other operational improvement initiatives and a $6 million favorable impact from foreign currency translation.

SECOND QUARTER 2017 INCOME SUMMARY
Certain noteworthy items impacted operating income and operating margins in the second quarters of 2017 and 2016. The second quarter information provided below includes supplemental information related to adjusted operating income and adjusted operating margin, which are non-GAAP measures that are described in detail in “Reconciliation of Non-GAAP Measures - Operating Income from Continuing Operations and Diluted Earnings per Share” on page 11 of this press release.

	
												
 	 	Three Months Ended	 	 	
(millions)	 	June 30,
2017	 	June 30,
2016	 	%
  Change	
Revenue	 	$	2,368		 	$	2,282		 	4	 %	
Expenses	 	2,486		 	1,895		 	31		
Operating income	 	$	(118	)	 	$	387		 	(130	)%	
Operating margin	 	(5.0	)%	 	17.0	%	 	 	
Operating income - adjusted	 	$	531		 	$	487		 	9	 %	
Operating margin - adjusted	 	22.4	 %	 	21.3	%	 	 	

Operating income decreased $505 million , or 130% , compared to the prior year period. Adjusting for certain items detailed on page 11 of this press release, operating income increased 9% , or $44 million , and operating margin increased 110 basis points to 22.4% , each compared to the prior year period. The increase in adjusted operating margin was primarily driven by $44 million, or +190 basis points, of savings from restructuring and other operational improvement initiatives partially offset by a $4 million, or -20 basis point, unfavorable impact from lower non-cash pension income and a $10 million, or -40 basis point, headwind from lower errors and omissions expense in the prior year quarter.

5

	
												
 	 	Three Months Ended	 	 	
(millions)	 	June 30,
2017	 	June 30,
2016	 	%
Change	
Operating income	 	$	(118	)	 	$	387		 	(130	)%	
Interest income	 	8		 	3		 	167		
Interest expense	 	(71	)	 	(73	)	 	(3	)	
Other income (expense)	 	(5	)	 	(1	)	 	400		
Income from continuing operations before income taxes	 	$	(186	)	 	$	316		 	(159	)%	
 
Interest income increased $5 million to $8 million compared to the prior year period primarily due to additional income earned on the proceeds from the sale of our outsourcing businesses. Interest expense decreased $ 2 million to $71 million compared to the prior year period driven by a modest decrease in total debt outstanding. Other expense was $5 million and primarily included losses on certain foreign exchange hedging programs. The prior year period primarily includes losses on certain foreign exchange hedging programs and long-term investments, partially offset by the sale of a certain business.

DISCONTINUED OPERATIONS
Net income from discontinued operations was $821 million , or $3.13 per share, compared to $35 million , or $0.13 per share, in the prior year period. Net income per share from discontinued operations, adjusted for certain items, was $22 million , or $0.08 per share, compared to $58 million , or $0.22 per share in the prior year period. Certain items that impacted second quarter results and comparisons with the prior year period are detailed in “Reconciliation of Non-GAAP Measures - Operating Income from Continuing Operations and Diluted Earnings per Share” on page 11 of this press release.

Conference Call, Presentation Slides and Webcast Details
The Company will host a conference call on Friday, August 4, 2017 at 7:30 a.m., central time. Interested parties can listen to the conference call via a live audio webcast and view the presentation slides at www.aon.com.

  About Aon
Aon plc (NYSE:AON) Aon is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance.

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

The following factors, among others, could cause actual results to differ from those set forth in the forward looking statements:  general economic and political conditions in different countries in which Aon does business around the world; changes in the

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competitive environment; fluctuations in exchange and interest rates, including negative yields in some jurisdictions, 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 lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon operates, particularly given the global scope of Aon’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon does business; the impact of any investigations brought by regulatory authorities in the 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 of natural or man-made disasters; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon’s ability to develop and implement new technology; 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 risks associated with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that Aon provides or will provide to clients; Aon’s ability to grow, develop and integrate companies or new lines of business that it acquires; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or our relationships with insurance carriers; Aon’s ability to implement initiatives intended to yield cost savings, and the ability to achieve those cost savings; risks and uncertainties in connection with the sale of our benefits administration and business process outsourcing business; and our ability to realize the expected benefits from our restructuring plan.

Any or all of Aon’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon’s performance.  The factors identified above are not exhaustive.  Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently.  Further information concerning Aon and its businesses, including factors that potentially could materially affect Aon’s financial results, is contained in Aon’s filings with the SEC. See Aon’s Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 for a further discussion of these and other risks and uncertainties applicable to Aon’s businesses. These factors may be revised or supplemented in subsequent reports.  Aon is under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.

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 for continuing operations that exclude the effects of intangible asset amortization, capital expenditures, and certain other noteworthy items that affected results for the comparable periods.  Organic revenue includes the impact of intercompany activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses. 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 appendices.  Supplemental organic revenue information and additional measures that exclude the effects of certain items noted above that do not affect net income or any other U.S. GAAP reported amounts.  Free cash flow is cash flow from operating activity less capital expenditures. The effective tax rate, as adjusted, excludes the applicable tax impact associated with expenses for estimated restructuring expenses, accelerated tradename amortization, impairment charges, regulatory and compliance provisions, and non-cash pension settlement related charges. 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.

#

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Investor Contact:	 	Media Contact:	
Scott Malchow	 	Donna Mirandola	
Senior Vice President, Investor Relations	 	Senior Director, External Communications - Americas	
+44 (0) 20 7086 0100	 	312-381-1532	

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Aon plc
Condensed Consolidated Statements of Income (Unaudited) 

																							
 	 	Three Months Ended	 	 	 	Six Months Ended	 	 	
(millions, except per share data)	 	June 30,
2017	 	June 30,
2016	 	%
Change	 	June 30,
2017	 	June 30,
2016	 	%
Change	
Revenue	 	 		 	 		 	 	 	 		 	 		 	 	
Total revenue	 	$	2,368		 	$	2,282		 	4	 %	 	$	4,749		 	$	4,558		 	4	 %	
Expenses	 	 		 	 		 	 	 	 		 	 		 	 	
Compensation and benefits	 	1,457		 	1,396		 	4	 %	 	2,918		 	2,741		 	6	 %	
Information technology	 	98		 	99		 	(1	)%	 	186		 	182		 	2	 %	
Premises	 	86		 	89		 	(3	)%	 	170		 	171		 	(1	)%	
Depreciation of fixed assets	 	54		 	41		 	32	 %	 	108		 	79		 	37	 %	
Amortization and impairment of intangible assets	 	460		 	38		 	1,111	 %	 	503		 	75		 	571	 %	
Other general expenses	 	331		 	232		 	43	 %	 	639		 	503		 	27	 %	
Total operating expenses	 	2,486		 	1,895		 	31	 %	 	4,524		 	3,751		 	21	 %	
Operating income	 	(118	)	 	387		 	(130	)%	 	225		 	807		 	(72	)%	
Interest income	 	8		 	3		 	167	 %	 	10		 	5		 	100	 %	
Interest expense	 	(71	)	 	(73	)	 	(3	)%	 	(141	)	 	(142	)	 	(1	)%	
Other income (expense)	 	(5	)	 	(1	)	 	400	 %	 	(15	)	 	17		 	(188	)%	
Income (loss) from continuing operations before income taxes	 	(186	)	 	316		 	(159	)%	 	79		 	687		 	(89	)%	
Income taxes (1)	 	(143	)	 	43		 	(433	)%	 	(143	)	 	102		 	(240	)%	
Net income (loss) from continuing operations	 	(43	)	 	273		 	(116	)%	 	222		 	585		 	(62	)%	
Income from discontinued operations, net of tax (2)	 	821		 	35		 	2,246	 %	 	861		 	60		 	1,335	 %	
Net income	 	778		 	308		 	153	 %	 	1,083		 	645		 	68	 %	
Less: Net income attributable to noncontrolling interests	 	9		 	8		 	13	 %	 	23		 	20		 	15	 %	
Net income attributable to Aon shareholders	 	$	769		 	$	300		 	156	 %	 	$	1,060		 	$	625		 	70	 %	
 	 	 	 	 	 	 	 	 	 	 	 			
Basic net income (loss) per share attributable to Aon shareholders	 	 	 	 	 	 	 	 	 	 	 			
Continuing operations	 	$	(0.20	)	 	$	0.99		 	(120	)%	 	$	0.75		 	$	2.10		 	(64	)%	
Discontinued operations (3)	 	3.13		 	0.13		 	2,308	 %	 	3.27		 	0.22		 	1,386	 %	
Net income	 	$	2.93		 	$	1.12		 	162	 %	 	$	4.02		 	$	2.32		 	73	 %	
Diluted net income (loss) per share attributable to Aon shareholders	 	 	 	 	 	 	 	 	 	 	 			
Continuing operations	 	$	(0.20	)	 	$	0.98		 	(120	)%	 	$	0.75		 	$	2.08		 	(64	)%	
Discontinued operations (3)	 	3.13		 	0.13		 	2,308	 %	 	3.24		 	0.22		 	1,373	 %	
Net income	 	$	2.93		 	$	1.11		 	164	 %	 	$	3.99		 	$	2.30		 	73	 %	
Weighted average ordinary shares outstanding - basic	 	262.4		 	268.0		 	(2	)%	 	263.6		 	269.9		 	(2	)%	
Weighted average ordinary shares outstanding - diluted	 	262.4		 	269.8		 	(3	)%	 	265.7		 	271.7		 	(2	)%	

(1)	The effective tax rate was 76.9% and 13.6% for the three months ended June 30, 2017 and 2016 , respectively, and (181.0)% and 14.8% for the six  months ended June 30, 2017 and 2016 , respectively.	
		
(2)	Income from discontinued operations, net of tax, includes a $798 million gain on the sale of the Divested Business.	
		
(3)	Upon triggering held for sale criteria in February 2017, Aon ceased depreciating and amortizing all long-lived assets included in discontinued operations. No depreciation or amortization expense was recognized during the three months ended June 30, 2017. Included within total operating expenses for the three months ended June 30, 2016 was $17 million of depreciation of fixed assets and $30 million of intangible asset amortization. Total operating expenses for the six months ended June 30, 2017 and 2016 include, respectively, $8 million and $35 million of depreciation of fixed assets and $11 million and $60 million of intangible asset amortization.	

9

Aon plc
Reconciliation of Non-GAAP Measures - Organic Revenue Growth and Free Cash Flow (Unaudited)
Organic Revenue Growth From Continuing Operations (Unaudited) 

																								
 	 	Three Months Ended	
(millions)	 	June 30, 2017	 	June 30, 2016	 	%
Change	 	Less:
Currency
Impact  (1)	 	Less: Fiduciary Investment Income (2)	 	Less: Acquisitions,
Divestitures & Other	 	Organic
Revenue
Growth  (3)	
Revenue	 	 		 	 		 	 		 	 		 	 	 	 		 	 		
Commercial Risk Solutions	 	$	1,042		 	$	990		 	5	 %	 	(1	)%	 	—	%	 	4	 %	 	2	%	
Reinsurance Solutions	 	344		 	332		 	4		 	(1	)	 	—		 	(1	)	 	6		
Retirement Solutions	 	389		 	405		 	(4	)	 	(4	)	 	—		 	(1	)	 	1		
Health Solutions	 	312		 	281		 	11		 	(1	)	 	—		 	7		 	5		
Data & Analytic Services	 	285		 	275		 	4		 	(1	)	 	—		 	1		 	4		
Elimination	 	(4	)	 	(1	)	 	N/A		 	N/A		 	N/A		 	N/A		 	N/A		
Total revenue	 	$	2,368		 	$	2,282		 	4	 %	 	(2	)%	 	—	%	 	3	 %	 	3	%	

																								
 	 	Six Months Ended	
(millions)	 	June 30, 2017	 	June 30, 2016	 	%
Change	 	Less:
Currency
Impact  (1)	 	Less: Fiduciary Investment Income (2)	 	Less: Acquisitions,
Divestitures & Other	 	Organic
Revenue
Growth  (3)	
Revenue	 	 		 	 		 	 		 	 		 	 	 	 		 	 		
Commercial Risk Solutions	 	$	2,026		 	$	1,951		 	4	 %	 	(1	)%	 	—	%	 	3	 %	 	2	%	
Reinsurance Solutions	 	715		 	703		 	2		 	(1	)	 	—		 	(1	)	 	4		
Retirement Solutions	 	775		 	800		 	(3	)	 	(4	)	 	—		 	(1	)	 	2		
Health Solutions	 	684		 	573		 	19		 	(2	)	 	—		 	12		 	9		
Data & Analytic Services	 	553		 	534		 	4		 	(1	)	 	—		 	1		 	4		
Elimination	 	(4	)	 	(3	)	 	N/A		 	N/A		 	N/A		 	N/A		 	N/A		
Total revenue	 	$	4,749		 	$	4,558		 	4	 %	 	(2	)%	 	—	%	 	2	 %	 	4	%	

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

(2)	Fiduciary Investment Income for the three months ended June 30, 2017 and 2016 , respectively, was $7 million and $5 million. Fiduciary Investment Income for the six months ended June 30, 2017 and 2016 , respectively, was $13 million and $10 million.	

(3)	Organic revenue growth includes the impact of intercompany activity and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, and reimbursable expenses.	
  Free Cash Flow from Continuing Operations (Unaudited) 

												
 	 	Six Months Ended	 	 	
(millions)	 	June 30, 2017	 	June 30, 2016	 	Percent
Change	
Cash Provided by Continuing Operating Activities	 	$	436		 	$	557		 	(22	)%	
Capital Expenditures Used for Continuing Operations	 	(82	)	 	(68	)	 	21		
Free Cash Flow Provided by Continuing Operations  (1)	 	$	354		 	$	489		 	(28	)%	

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

10

Aon plc
Reconciliation of Non-GAAP Measures - Operating Income from Continuing Operations and Diluted Earnings Per Share (Unaudited) (1) 

																							
 	 	Three Months Ended	 	 	 	Six Months Ended	 	 	
(millions, except percentages)	 	June 30,
2017	 	June 30,
2016	 	Percent Change	 	June 30,
2017	 	June 30,
2016	 	Percent Change	
Revenue from continuing operations	 	$	2,368		 	$	2,282		 	4	 %	 	$	4,749		 	$	4,558		 	4	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income from continuing operations - as reported	 	$	(118	)	 	$	387		 	(130	)%	 	$	225		 	$	807		 	(72	)%	
Amortization and impairment of intangible assets	 	460		 	38		 	1,111	 %	 	503		 	75		 	571	 %	
Restructuring	 	155		 	—		 	—	 %	 	299		 	—		 	—	 %	
Regulatory and compliance matters	 	34		 	—		 	—	 %	 	34		 	—		 	—	 %	
Pension settlement	 	—		 	62		 	(100	)%	 	—		 	62		 	(100	)%	
Operating income from continuing operations - as adjusted	 	$	531		 	$	487		 	9	 %	 	$	1,061		 	$	944		 	12	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating margin from continuing operations - as reported	 	(5.0	)%	 	17.0	%	 			 	4.7	%	 	17.7	%	 	 	
Operating margin from continuing operations - as adjusted	 	22.4	 %	 	21.3	%	 			 	22.3	%	 	20.7	%	 	 	

																							
 	 	Three Months Ended	 	 	 	Six Months Ended	 	 	
(millions, except per share data)	 	June 30,
2017	 	June 30,
2016	 	Percent Change	 	June 30,
2017	 	June 30,
2016	 	Percent Change	
Operating income from continuing operations - as adjusted	 	$	531		 	$	487		 	9	 %	 	$	1,061		 	$	944		 	12	 %	
Interest income	 	8		 	3		 	167	 %	 	10		 	5		 	100	 %	
Interest expense	 	(71	)	 	(73	)	 	(3	)%	 	(141	)	 	(142	)	 	(1	)%	
Other income (expense)	 	(5	)	 	(1	)	 	400	 %	 	(15	)	 	17		 	(188	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes from continuing operations - as adjusted	 	463		 	416		 	11	 %	 	915		 	824		 	11	 %	
Income taxes (2)	 	72		 	62		 	16	 %	 	122		 	126		 	(3	)%	
Net income from continuing operations - as adjusted	 	391		 	354		 	10	 %	 	793		 	698		 	14	 %	
Adjusted income from discontinued operations, net of tax (3)	 	22		 	58		 	(62	)%	 	70		 	106		 	(34	)%	
Net income - as adjusted	 	413		 	412		 	—	 %	 	863		 	804		 	7	 %	
Less: Net income attributable to noncontrolling interests	 	9		 	8		 	13	 %	 	23		 	20		 	15	 %	
Net income attributable to Aon shareholders - as adjusted	 	$	404		 	$	404		 	—	 %	 	$	840		 	$	784		 	7	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted net income (loss) per share attributable to Aon shareholders
	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations - as adjusted	 	$	1.45		 	$	1.28		 	13	 %	 	$	2.90		 	$	2.50		 	16	 %	
Discontinued operations - as adjusted	 	0.08		 	0.22		 	(64	)%	 	0.26		 	0.39		 	(33	)%	
Net income - as adjusted	 	$	1.53		 	$	1.50		 	2	 %	 	$	3.16		 	$	2.89		 	9	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average ordinary shares outstanding - diluted	 	264.3		 	269.8		 	(2	)%	 	265.7		 	271.7		 	(2	)%	

(1)	Certain noteworthy items impacting operating income in 2017 and 2016 are described in this schedule. The items shown with the caption “as adjusted” are non-GAAP measures.	

11

		
(2)	The effective tax rates used in the U.S. GAAP financial statements for continuing operations were 76.9%  and (181.0)% , respectively, for the three and six months ended June 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 Q4 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 15.6% and 13.3% , respectively, for the three and six months ended June 30, 2017 . The effective tax rates used in the U.S. GAAP financial statements for continuing operations were 13.6% and 14.8% , respectively, for the three and six 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 Q2 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 14.9% and 15.3% , respectively, for the three and six months ended 2016 .	

(3)	Adjusted income from discontinued operations, net of tax, excludes the gain on sale and intangible asset amortization on discontinued operations of $1,972 million and $0 million, respectively, for the three months ended June 30, 2017 and $1,972 million and $11 million for the six months ended June 30, 2017. The effective tax rates used in the U.S. GAAP financial statements for discontinued operation were 59.0% and 58.1% , respectively, for the three months and six months ended June 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 16.2% and 25.9% , respectively, for the three months and six months ended June 30, 2017 . Adjusted income from discontinued operations, net of tax, excludes intangible asset amortization on discontinued operations of $30 million and $60 million , respectively, for the three months and six months ended June 30, 2016 . The effective tax rates used in the U.S. GAAP financial statements for discontinued operation were 34.0% and 37.5% for the three and six months ended 2016 , respectively. After adjusting to exclude the applicable tax impact associated with amortization, the adjusted effective tax rates for discontinued operations were 30.1% and 32.1% for the three and six months ended 2016 , respectively.	

12

Aon plc
Condensed Consolidated Statements of Financial Position (Unaudited)

									
 	 	As of	
(millions) 	 	June 30,
2017	 	December 31,
2016	
ASSETS	 	 		 	 		
CURRENT ASSETS	 	 		 	 		
Cash and cash equivalents	 	$	684		 	$	426		
Short-term investments	 	2,746		 	290		
Receivables, net	 	2,191		 	2,106		
Fiduciary assets  (1)	 	9,582		 	8,959		
Other current assets	 	399		 	247		
Current assets of discontinued operations	 	—		 	1,118		
Total Current Assets	 	15,602		 	13,146		
Goodwill	 	7,745		 	7,410		
Intangible assets, net	 	1,402		 	1,890		
Fixed assets, net	 	556		 	550		
Deferred tax assets	 	575		 	325		
Prepaid pension	 	941		 	858		
Other non-current assets	 	368		 	360		
Non-current assets of discontinued operations	 	—		 	2,076		
TOTAL ASSETS	 	$	27,189		 	$	26,615		
 	 	 	 	 	
LIABILITIES AND EQUITY	 	 		 	 		
LIABILITIES	 	 		 	 		
CURRENT LIABILITIES	 	 		 	 		
Accounts payable and accrued liabilities	 	$	1,423		 	$	1,604		
Short-term debt and current portion of long-term debt	 	292		 	336		
Fiduciary liabilities	 	9,582		 	8,959		
Other current liabilities	 	2,078		 	656		
Current liabilities of discontinued operations	 	—		 	940		
Total Current Liabilities	 	13,375		 	12,495		
Long-term debt	 	5,631		 	5,869		
Deferred tax liabilities	 	84		 	101		
Pension, other postretirement and postemployment liabilities	 	1,688		 	1,760		
Other non-current liabilities	 	858		 	719		
Non-current liabilities of discontinued operations	 	—		 	139		
TOTAL LIABILITIES	 	21,636		 	21,083		
 	 	 	 	 	
EQUITY	 	 		 	 		
Ordinary shares - $0.01 nominal value	 	3		 	3		
Additional paid-in capital	 	5,587		 	5,577		
Retained earnings	 	3,574		 	3,807		
Accumulated other comprehensive loss	 	(3,677	)	 	(3,912	)	
TOTAL AON SHAREHOLDERS' EQUITY	 	5,487		 	5,475		
Noncontrolling interests	 	66		 	57		
TOTAL EQUITY	 	5,553		 	5,532		
TOTAL LIABILITIES AND EQUITY	 	$	27,189		 	$	26,615		

(1)	Includes cash and short-term investments of $3,712 million and $3,290 million for the periods ended June 30, 2017 and December 31, 2016 , respectively.	

13

Aon plc
Condensed Consolidated Statements of Cash Flows (Unaudited)

									
 	 	Six Months Ended	
(millions) 	 	June 30, 2017	 	June 30, 2016	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 		 	 		
Net income	 	$	1,083		 	$	645		
Less: Income from discontinued operations, net of income taxes	 	861		 	60		
Adjustments to reconcile net income to cash provided by operating activities:	 	 		 	 		
Loss (gain) from sales of businesses and investments, net	 	3		 	(41	)	
Depreciation of fixed assets	 	108		 	79		
Amortization and impairment of intangible assets	 	503		 	75		
Share-based compensation expense	 	148		 	144		
Deferred income taxes	 	(227	)	 	15		
Change in assets and liabilities:	 	 		 	 		
Fiduciary receivables	 	10		 	96		
Short-term investments — funds held on behalf of clients	 	(286	)	 	(409	)	
Fiduciary liabilities	 	275		 	313		
Receivables, net	 	(25	)	 	46		
Accounts payable and accrued liabilities	 	(377	)	 	(335	)	
Restructuring reserves	 	178		 	—		
Current income taxes	 	(25	)	 	(62	)	
Pension, other postretirement and other postemployment liabilities	 	(101	)	 	(28	)	
Other assets and liabilities	 	30		 	79		
Net cash provided by operating activities - continuing operations	 	436		 	557		
Net cash provided by operating activities - discontinued operations	 	64		 	207		
CASH PROVIDED BY OPERATING ACTIVITIES	 	500		 	764		
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 		 	 		
Proceeds from investments	 	29		 	23		
Payments for investments	 	(32	)	 	(29	)	
Net sale (purchases) of short-term investments — non-fiduciary	 	(2,451	)	 	106		
Acquisition of businesses, net of cash acquired	 	(149	)	 	(183	)	
Sale of businesses, net of cash sold	 	4,193		 	103		
Capital expenditures	 	(82	)	 	(68	)	
Net cash provided by (used for) investing activities - continuing operations	 	1,508		 	(48	)	
Net cash used for investing activities - discontinued operations	 	(19	)	 	(36	)	
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	 	1,489		 	(84	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 		 	 		
Share repurchase	 	(1,100	)	 	(750	)	
Issuance of shares for employee benefit plans	 	(139	)	 	(87	)	
Issuance of debt	 	1,651		 	2,056		
Repayment of debt	 	(1,990	)	 	(1,632	)	
Cash dividends to shareholders	 	(182	)	 	(169	)	
Noncontrolling interests and other financing activities	 	(10	)	 	(62	)	
Net cash provided by financing activities - continuing operations	 	(1,770	)	 	(644	)	
Net cash provided by financing activities - discontinued operations	 	—		 	—		
CASH USED FOR FINANCING ACTIVITIES	 	(1,770	)	 	(644	)	
 	 	 	 	 	
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	 	34		 	18		
NET INCREASE IN CASH AND CASH EQUIVALENTS	 	253		 	54		
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	 	431		 	384		
CASH AND CASH EQUIVALENTS AT END OF PERIOD (1)	 	$	684		 	$	438		

(1)	Includes $0 million and $4 million of discontinued operations at June 30, 2017 and June 30, 2016 , respectively.	

14

Aon plc
Restructuring Plan (Unaudited) (1)   

																	
 	 	Three months ended June 30, 2017	 	Six months ended June 30, 2017	 	Estimated Remaining Costs	 	Estimated Total Cost (2)	
Workforce reduction	 	$	102		 	$	205		 	$	98		 	$	303		
Technology rationalization	 	7		 	10		 	136		 	146		
Lease consolidation	 	1		 	4		 	76		 	80		
Asset impairments	 	11		 	24		 	16		 	40		
Other costs associated with restructuring and separation  (3)	 	34		 	56		 	125		 	181		
Total restructuring and related expenses	 	$	155		 	$	299		 	$	451		 	$	750		

(1)	In the Condensed Consolidated Statements of Income, workforce reductions are included in “Compensation and benefits,” IT rationalization is included in “Information technology,” lease consolidations are included in “Premises,” asset impairments are included in “Depreciation of fixed assets,” and other costs associated with restructuring are included in “Other general expenses” depending on the nature of the expense.	

(2)	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. Estimated allocations between expense categories may be revised in future periods as these assumptions are updated.	

(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.	

15