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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ENGLAND AND WALES
(State or Other Jurisdiction of
Incorporation or Organization)
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98-1030901
(I.R.S. Employer
Identification No.)
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122 LEADENHALL STREET, LONDON, ENGLAND
(Address of principal executive offices)
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EC3V 4AN
(Zip Code)
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+44 20 7623 5500
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange
on Which Registered |
Class A Ordinary Shares, $0.01 nominal value
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New York Stock Exchange
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Large accelerated filer
ý
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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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Emerging growth company
o
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•
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general economic and political conditions in the countries in which we do business around the world, including the U.K.’s expected withdrawal from the European Union;
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changes in the competitive environment or damage to our reputation;
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fluctuations in exchange and interest rates that could influence revenues and expenses;
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changes in global equity and fixed income markets that could affect the return on invested assets;
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changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
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the level of our debt limiting financial flexibility or increasing borrowing costs;
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rating agency actions that could affect our ability to borrow funds;
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volatility in our tax rate due to a variety of different factors including U.S. federal income tax reform;
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limits on our subsidiaries to make dividend and other payments to us;
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the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions (“E&O”) and other claims against us;
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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;
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the impact of any investigations brought by regulatory authorities in the U.S., U.K., and other countries;
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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;
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failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;
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the effects of English law on our operating flexibility and the enforcement of judgments against us;
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the failure to retain and attract qualified personnel;
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international risks associated with our global operations;
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the effect of natural or man-made disasters;
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the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data;
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our ability to develop and implement new technology;
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damage to our reputation among clients, markets or third parties;
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•
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the actions taken by third parties that perform aspects of our business operations and client services;
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the extent to which we manage certain risks created in connection with the various services, including fiduciary and investment consulting and other advisory services, among others, that we currently provide, or will provide in the future, to clients;
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our ability to continue, and the costs and risks associated with, growing, developing and integrating companies that we acquire or new lines of business;
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changes in commercial property and casualty markets, commercial premium rates or methods of compensation;
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changes in the health care system or our relationships with insurance carriers;
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our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings;
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our risks and uncertainties in connection with the sale of the Divested Business; and
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our ability to realize the expected benefits from our restructuring plan.
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the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition, and put pressure on pricing;
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fluctuation in the need for insurance;
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the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;
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the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not generally indexed for inflation and do not automatically increase with premium as does commission-based compensation; and
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competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker.
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the U.S. court having had jurisdiction over the original proceedings according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated;
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the U.S. proceedings not having been brought in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court;
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the U.S. judgment being final and conclusive on the merits in the sense of being final and unalterable in the court which pronounced it and being for a definite sum of money;
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the recognition or enforcement, as the case may be, of the U.S. judgment not contravening English public policy in a sufficiently significant way or contravening the Human Rights Act 1998 (or any subordinate legislation made thereunder, to the extent applicable);
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the U.S. judgment not being for a sum payable in respect of taxes, or other charges of a like nature, or in respect of a penalty or fine, or otherwise based on a U.S. law that an English court considers to be a penal or revenue law;
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the U.S. judgment not having been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damages sustained, and not otherwise being a judgment contrary to section 5 of the Protection of Trading Interests Act 1980 or is a judgment based on measures designated by the Secretary of State under Section 1 of that Act;
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the U.S. judgment not having been obtained by fraud or in breach of English principles of natural justice;
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the U.S. judgment not being a judgment on a matter previously determined by an English court, or another court whose judgment is entitled to recognition (or enforcement as the case may be) in England, in proceedings involving the same parties which conflicts with an earlier judgment of such court;
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the party seeking enforcement (being a party who is not ordinarily resident in some part of the U.K. or resident in an EU Member State) providing security for costs, if ordered to do so by the English courts; and
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the English enforcement proceedings being commenced within the relevant limitation period.
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difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with multiple international locations;
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hyperinflation in certain foreign countries;
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conflicting regulations in the countries in which we do business;
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imposition of investment requirements or other restrictions by foreign governments;
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longer payment cycles;
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•
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greater difficulties in collecting accounts receivable;
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insufficient demand for our services in foreign jurisdictions;
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our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;
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the reliance on or use of third parties to perform services on behalf of the Company;
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disparate tax regimes;
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restrictions on the import and export of technologies; and
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trade barriers.
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Property:
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Occupied
Square Footage
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Lease
Expiration Dates
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200 E. Randolph Street, Chicago, Illinois
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407,000
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2028
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4 Overlook Point, Lincolnshire, Illinois
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286,000
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2024
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165 Broadway, New York, New York
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237,000
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2028
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Name
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Age
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Position
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Eric Andersen
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54
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Co-President. Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles during his more than 20 year career at Aon, including as Chief Executive Officer of Aon Risk Solutions Americas from 2011 to 2013, and Chief Executive Officer of Aon Benfield from September 2013 to May 2018. He was named an Executive Officer in February 2017.
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John Bruno
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53
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Chief Operations Officer. Mr. Bruno joined Aon in September 2014 as Executive Vice President, Enterprise Innovation & Chief Information Officer. He was named an Executive Officer in February 2017 and Chief Operations Officer in April 2017. Prior to joining Aon, Mr. Bruno held various positions at NCR Corporation, a technology company focused on assisted and self-service solutions, from 2008 to 2014, where he most recently served as Executive Vice President, Industry & Field Operations and Corporate Development. Prior to working at NCR, Mr. Bruno served in various technology positions at Goldman Sachs Group, Merrill Lynch & Co. Inc, and Symbol Technologies, Inc.
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Gregory C. Case
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56
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Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005. He also served as Aon’s President from April 2005 to May 2018. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, a global management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice, and was a member of McKinsey’s governing Shareholders’ Committee. Prior to joining McKinsey, Mr. Case worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City.
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Christa Davies
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47
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Executive Vice President and Chief Financial Officer. Ms. Davies became Executive Vice President - Global Finance in November 2007. In March 2008, Ms. Davies assumed the additional role of Chief Financial Officer. Prior to joining Aon, Ms. Davies served for 5 years in various capacities at Microsoft Corporation, an international software company, most recently serving as Chief Financial Officer of the Platform and Services Division. Before joining Microsoft in 2002, Ms. Davies served at ninemsn, an Australian joint venture with Microsoft.
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Anthony Goland
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59
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Executive Vice President and Chief Innovation Officer. Mr. Goland joined Aon in September 2015 as Executive Vice President and Chief Human Resources Officer and served in that position through October 2018. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, where he was a leader of the firm’s financial services, financial inclusion, and organization practices. Prior to McKinsey, he had experience with J.P. Morgan and IBM, and before that he volunteered and served as a Sergeant in the U.S. Army.
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Cary Grace
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50
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Chief Executive Officer, Global Retirement & Investment. Ms. Grace joined Aon in April 2012 as President of Aon Hewitt’s Strategy and Solutions group and served as the CEO of Aon’s Health Exchange Solutions prior to assuming her current role in January 2016. She was named an executive officer in May 2017. Before joining Aon, Ms. Grace spent more than 20 years with Bank of America and a predecessor to JPMorgan Chase & Co. in various business leadership positions, including leading the institutional asset advisory and mass affluent businesses.
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Peter Lieb
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63
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Executive Vice President, General Counsel and Company Secretary. Mr. Lieb was named Aon’s Executive Vice President and General Counsel in July 2009 and Company Secretary in November 2013. Prior to joining Aon, Mr. Lieb served as Senior Vice President, General Counsel and Secretary of NCR Corporation, a technology company focused on assisted and self-service solutions, from May 2006 to July 2009, and as Senior Vice President, General Counsel and Secretary of Symbol Technologies, Inc. from 2003 to 2006. From 1997 to 2003, Mr. Lieb served in various senior legal positions at International Paper Company, including Vice President and Deputy General Counsel. Earlier in his career, Mr. Lieb served as a law clerk to the Honorable Warren E. Burger, Chief Justice of the United States.
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Michael Neller
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|
40
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|
Senior Vice President and Global Controller. Mr. Neller joined Aon in August 2011 as its Vice President, Technical Accounting and Policy. From December 2011 to February 2018, Mr. Neller served as Aon’s Vice President, Deputy Global Controller. In this role, he was responsible for Aon’s Latin America and North America regions, as well as global accounting policy, corporate accounting, and external reporting. Before joining Aon, Mr. Neller served from July 2009 to August 2011 as a Senior Manager of KPMG LLP, an international public accounting firm, in its Department of Professional Practice (National Office). He was named Senior Vice President and Global Controller in February 2018.
|
Michael O’Connor
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50
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Co-President. Mr. O’Connor joined Aon in 2008 as Chief Operating Officer of Aon Risk Solutions and was later named Chief Risk Operating Officer, Aon Risk Solutions and Aon Benfield. In 2013, he was named Chief Executive Officer, Aon Risk Solutions and served in that role until May 2018 when he was named Co-President, Aon plc. He was named an Executive Officer in February 2017. Prior to joining Aon, Mr. O’Connor was a partner at McKinsey & Company, where he served as a leader for the North America Financial Services and North America Insurance practices.
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John Zern
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|
52
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Chief Executive Officer, Aon Global Health. Mr. Zern joined Aon in 2003 as the U.S. Health Leader for Aon Risk Solutions. He has held a variety of leadership positions across Aon Risk Solutions and Aon Hewitt over his 16 years at the Company. In 2015, Mr. Zern was named Chief Executive Officer of Aon Global Health and was named an Executive Officer in May 2017. Prior to joining Aon, he held several client and people leadership positions in the U.S. health business of Marsh & McLennan Companies and at Aetna Health Plans.
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Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
(1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1) (2)
|
||||||
10/1/18 – 10/31/18
|
|
510,313
|
|
|
$
|
152.79
|
|
|
510,313
|
|
|
$
|
4,092,170,499
|
|
11/1/18 – 11/30/18
|
|
439,837
|
|
|
$
|
161.86
|
|
|
439,837
|
|
|
$
|
4,020,978,648
|
|
12/1/18 – 12/31/18
|
|
306,371
|
|
|
$
|
154.91
|
|
|
306,371
|
|
|
$
|
3,973,517,694
|
|
|
|
1,256,521
|
|
|
$
|
156.48
|
|
|
1,256,521
|
|
|
|
(1)
|
Does not include commissions or other costs paid to repurchase shares.
|
(2)
|
The Repurchase Program was established in April 2012 with
$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.
|
(millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue from continuing operations
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
$
|
9,480
|
|
|
$
|
9,892
|
|
Income from continuing operations
|
|
1,100
|
|
|
435
|
|
|
1,253
|
|
|
1,253
|
|
|
1,312
|
|
|||||
Net income from discontinued operations
|
|
74
|
|
|
828
|
|
|
177
|
|
|
169
|
|
|
119
|
|
|||||
Net income
|
|
1,174
|
|
|
1,263
|
|
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
40
|
|
|
37
|
|
|
34
|
|
|
37
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
Basic Net Income Per Share Attributable to Aon Shareholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
4.32
|
|
|
$
|
1.54
|
|
|
$
|
4.55
|
|
|
$
|
4.33
|
|
|
$
|
4.32
|
|
Discontinued operations
|
|
0.30
|
|
|
3.20
|
|
|
0.66
|
|
|
0.60
|
|
|
0.40
|
|
|||||
Net income
|
|
$
|
4.62
|
|
|
$
|
4.74
|
|
|
$
|
5.21
|
|
|
$
|
4.93
|
|
|
$
|
4.73
|
|
Diluted Net Income Per Share Attributable to Aon Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
4.29
|
|
|
$
|
1.53
|
|
|
$
|
4.51
|
|
|
$
|
4.28
|
|
|
$
|
4.27
|
|
Discontinued operations
|
|
0.30
|
|
|
3.17
|
|
|
0.65
|
|
|
0.60
|
|
|
0.40
|
|
|||||
Net income
|
|
$
|
4.59
|
|
|
$
|
4.70
|
|
|
$
|
5.16
|
|
|
$
|
4.88
|
|
|
$
|
4.66
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiduciary assets
(1)
|
|
$
|
10,166
|
|
|
$
|
9,625
|
|
|
$
|
8,959
|
|
|
$
|
9,465
|
|
|
$
|
11,026
|
|
Intangible assets including goodwill
|
|
$
|
9,320
|
|
|
$
|
10,091
|
|
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$
|
9,300
|
|
|
$
|
8,795
|
|
|
$
|
9,338
|
|
Total assets
|
|
$
|
26,422
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|
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$
|
26,088
|
|
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$
|
26,615
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|
|
$
|
26,883
|
|
|
$
|
29,572
|
|
Long-term debt
|
|
$
|
5,993
|
|
|
$
|
5,667
|
|
|
$
|
5,869
|
|
|
$
|
5,138
|
|
|
$
|
4,768
|
|
Total equity
|
|
$
|
4,219
|
|
|
$
|
4,648
|
|
|
$
|
5,532
|
|
|
$
|
6,059
|
|
|
$
|
6,527
|
|
Class A Ordinary Shares and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
1.56
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
0.92
|
|
At year-end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price, per share
|
|
$
|
145.36
|
|
|
$
|
134.00
|
|
|
$
|
111.53
|
|
|
$
|
92.21
|
|
|
$
|
94.83
|
|
Shares outstanding
|
|
240.1
|
|
|
247.6
|
|
|
262.0
|
|
|
269.8
|
|
|
280.0
|
|
(1)
|
Represents insurance premium receivables from clients and claims receivables from insurance carriers as well as cash and investments held in a fiduciary capacity.
|
•
|
Revenue
increased
$772 million
, or
8%
, to
$10,770 million
in
2018
compared to
2017
, reflecting
5%
organic revenue growth, a
2%
increase related to acquisitions, net of divestitures, and a
1%
favorable impact from translating prior year period results at current period foreign exchange rates (“foreign currency translation”). Organic revenue growth for the year was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions, Commercial Risk Solutions, and Health Solutions.
|
•
|
Operating expenses
increased
$293 million
, or
3%
, to
$9,226 million
in
2018
compared to
2017
due primarily to a
$172 million
increase in expenses related to acquisitions, net of divestitures, a
$75 million
increase in expense related to legacy litigation,
$71 million
of accelerated amortization related to tradenames, a
$59 million
unfavorable impact from foreign currency translation, a
$14 million
increase in expense to support GDPR compliance, and an increase in expense associated with
5%
organic revenue growth, partially offset by a
$204 million
net decrease in impairment charges,
$195 million
of incremental savings related to restructuring and other operational improvement initiatives, and a
$28 million
decrease in regulatory and compliance costs.
|
•
|
Operating margin
increased
to
14.3%
in
2018
from
10.7%
in
2017
, including an increase of 90 basis points resulting from adoption of the new revenue recognition standard in 2018. The underlying
increase
in operating margin from the prior year is primarily driven by organic revenue growth of
5%
and strong core operational improvement, partially offset by an increase in operating expenses, described above.
|
•
|
Due to the factors set forth above, net income from continuing operations was
$1,100 million
in
2018
,
an increase
of
$665 million
, or
153%
, from
2017
.
|
•
|
Diluted earnings per share from continuing operations was
$4.29
per share during the twelve months of 2018 compared to
$1.53
per share for the prior year period, including an increase of
$0.32
per share resulting from the adoption of the new revenue recognition standard.
|
•
|
Cash flow provided by operating activities was
$1,686 million
in
2018
,
an increase
of
$1,017 million
, or
152%
, from
$669 million
in
2017
. The prior year included $940 million of cash tax payments related to the sale of the Divested Business. Strong operational improvement and working capital improvements in both receivables and payables contributed to year-over-year growth, partially offset by $145 million of incremental cash restructuring charges and $80 million of accelerated pension contributions.
|
•
|
Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was
5%
in
2018
, compared to
4%
organic growth in the prior year. Organic revenue growth was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions, Commercial Risk Solutions, and Health Solutions.
|
•
|
Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was
25.0%
in
2018
, compared to
22.8%
in the prior year. The
increase
in adjusted
|
•
|
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
$8.16
per share in
2018
, an increase of
$1.69
per share, or
26%
, from
$6.47
per share in
2017
. The increase demonstrates strong operational performance and effective capital management, highlighted by
$1.4 billion
of share repurchase during
2018
, partially offset by a higher adjusted effective tax rate.
|
•
|
Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was
$1,446 million
in
2018
,
an increase
of
$960 million
, or
198%
, from
$486 million
in
2017
, driven by an increase of
$1,017 million
in cash flow in operations, partially offset by a
$57 million
increase
in capital expenditures, including investments in our operating model.
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,103
|
|
|
6,003
|
|
|
5,514
|
|
|||
Information technology
|
|
484
|
|
|
419
|
|
|
386
|
|
|||
Premises
|
|
370
|
|
|
348
|
|
|
343
|
|
|||
Depreciation of fixed assets
|
|
176
|
|
|
187
|
|
|
162
|
|
|||
Amortization and impairment of intangible assets
|
|
593
|
|
|
704
|
|
|
157
|
|
|||
Other general expenses
|
|
1,500
|
|
|
1,272
|
|
|
1,036
|
|
|||
Total operating expenses
|
|
9,226
|
|
|
8,933
|
|
|
7,598
|
|
|||
Operating income
|
|
1,544
|
|
|
1,065
|
|
|
1,811
|
|
|||
Interest income
|
|
5
|
|
|
27
|
|
|
9
|
|
|||
Interest expense
|
|
(278
|
)
|
|
(282
|
)
|
|
(282
|
)
|
|||
Other income (expense)
|
|
(25
|
)
|
|
(125
|
)
|
|
(137
|
)
|
|||
Income from continuing operations before income taxes
|
|
1,246
|
|
|
685
|
|
|
1,401
|
|
|||
Income taxes
|
|
146
|
|
|
250
|
|
|
148
|
|
|||
Net income from continuing operations
|
|
1,100
|
|
|
435
|
|
|
1,253
|
|
|||
Net income from discontinued operations
|
|
74
|
|
|
828
|
|
|
177
|
|
|||
Net income
|
|
1,174
|
|
|
1,263
|
|
|
1,430
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
40
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
|
$
|
1,396
|
|
•
|
The geographical distribution of income including restructuring charges, legacy litigation, and the impairment of certain assets and liabilities previously classified as held for sale as well as the post-enactment date impacts of the Tax Reform Act.
|
•
|
Certain discrete items including the tax benefit associated with the sale of certain assets and liabilities previously classified as held for sale and the impact of share-based payments offset by the net tax expense from finalizing the impact of the enactment of the Tax Reform Act and changes in valuation allowances.
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Dec 31, 2018
|
|
Dec 31, 2017
|
|
% Change
|
|
Revenue Recognition
(1)
|
|
Less: Currency Impact
(2)
|
|
Less: Fiduciary Investment Income
(3)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth
(4)
|
||||||||||
Commercial Risk Solutions
|
|
$
|
4,652
|
|
|
$
|
4,169
|
|
|
12
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
5
|
%
|
|
6
|
%
|
Reinsurance Solutions
|
|
1,563
|
|
|
1,429
|
|
|
9
|
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||
Retirement Solutions
|
|
1,865
|
|
|
1,755
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||
Health Solutions
|
|
1,596
|
|
|
1,515
|
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
||
Data & Analytic Services
|
|
1,105
|
|
|
1,140
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
||
Elimination
|
|
(11
|
)
|
|
(10
|
)
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
8
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
% Change
|
|
Less: Currency Impact
(2)
|
|
Less: Fiduciary Investment Income
(3)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth
(4)
|
|||||||||
Commercial Risk Solutions
|
|
$
|
4,169
|
|
|
$
|
3,929
|
|
|
6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4
|
%
|
|
2
|
%
|
Reinsurance Solutions
|
|
1,429
|
|
|
1,361
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
6
|
|
||
Retirement Solutions
|
|
1,755
|
|
|
1,707
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
3
|
|
||
Health Solutions
|
|
1,515
|
|
|
1,370
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
7
|
|
||
Data & Analytic Services
|
|
1,140
|
|
|
1,050
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
6
|
|
||
Elimination
|
|
(10
|
)
|
|
(8
|
)
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
||
Total revenue
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
|
4
|
%
|
(1)
|
Revenue Recognition represents the impact of Aon’s adoption of the new revenue recognition standard, effective for Aon in the first quarter of 2018.
|
(2)
|
Currency impact is determined by translating prior period's revenue at this period's foreign exchange rates.
|
(3)
|
Fiduciary investment income for the years ended
December 31, 2018
,
2017
, and
2016
, respectively, was
$53 million
,
$32 million
, and
$22 million
.
|
(4)
|
Organic revenue growth includes the impact of intercompany activity and excludes the impact of the adoption of the new revenue recognition standard, changes in foreign exchange rates, acquisitions, divestitures, transfers between revenue lines, and fiduciary investment income.
|
|
|
Years ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue from continuing operations
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations - as reported
|
|
$
|
1,544
|
|
|
$
|
1,065
|
|
|
$
|
1,811
|
|
Amortization and impairment of intangible assets
(3)
|
|
593
|
|
|
704
|
|
|
157
|
|
|||
Restructuring
|
|
485
|
|
|
497
|
|
|
—
|
|
|||
Legacy litigation
|
|
75
|
|
|
—
|
|
|
—
|
|
|||
Regulatory and compliance matters
|
|
—
|
|
|
28
|
|
|
—
|
|
|||
Transaction costs
|
|
—
|
|
|
—
|
|
|
15
|
|
|||
Operating income from continuing operations - as adjusted
|
|
$
|
2,697
|
|
|
$
|
2,294
|
|
|
$
|
1,983
|
|
|
|
|
|
|
|
|
||||||
Operating margin from continuing operations - as reported
|
|
14.3
|
%
|
|
10.7
|
%
|
|
19.2
|
%
|
|||
Operating margin from continuing operations - as adjusted
|
|
25.0
|
%
|
|
22.9
|
%
|
|
21.1
|
%
|
|
|
Year Ended December 31, 2018
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,544
|
|
|
$
|
1,153
|
|
|
$
|
2,697
|
|
Interest income
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Interest expense
|
|
(278
|
)
|
|
—
|
|
|
(278
|
)
|
|||
Other income (expense)
(1)
|
|
(25
|
)
|
|
37
|
|
|
12
|
|
|||
Income before income taxes from continuing operations
|
|
1,246
|
|
|
1,190
|
|
|
2,436
|
|
|||
Income taxes
(2)
|
|
146
|
|
|
233
|
|
|
379
|
|
|||
Net income from continuing operations
|
|
1,100
|
|
|
957
|
|
|
2,057
|
|
|||
Net income (loss) from discontinued operations
(3)
|
|
74
|
|
|
(82
|
)
|
|
(8
|
)
|
|||
Net income
|
|
1,174
|
|
|
875
|
|
|
2,049
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
40
|
|
|
—
|
|
|
40
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,134
|
|
|
$
|
875
|
|
|
$
|
2,009
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
4.29
|
|
|
$
|
3.87
|
|
|
$
|
8.16
|
|
Discontinued operations
|
|
0.30
|
|
|
(0.33
|
)
|
|
(0.03
|
)
|
|||
Net income
|
|
$
|
4.59
|
|
|
$
|
3.54
|
|
|
$
|
8.13
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
247.0
|
|
|
—
|
|
|
247.0
|
|
|||
Effective tax rates
(3)
|
|
|
|
|
|
|
||||||
Continuing operations - U.S. GAAP
|
|
11.7
|
%
|
|
|
|
15.6
|
%
|
||||
Discontinued operations - U.S. GAAP
|
|
15,949.3
|
%
|
|
|
|
29.7
|
%
|
|
|
Year Ended December 31, 2017
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,065
|
|
|
$
|
1,229
|
|
|
$
|
2,294
|
|
Interest income
|
|
27
|
|
|
—
|
|
|
27
|
|
|||
Interest expense
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|||
Other income (expense)
(1)
|
|
(125
|
)
|
|
128
|
|
|
3
|
|
|||
Income before income taxes from continuing operations
|
|
685
|
|
|
1,357
|
|
|
2,042
|
|
|||
Income taxes
(2)
|
|
250
|
|
|
55
|
|
|
305
|
|
|||
Net income from continuing operations
|
|
435
|
|
|
1,302
|
|
|
1,737
|
|
|||
Net income (loss) from discontinued operations
(3)
|
|
828
|
|
|
(772
|
)
|
|
56
|
|
|||
Net income
|
|
1,263
|
|
|
530
|
|
|
1,793
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
37
|
|
|
—
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,226
|
|
|
$
|
530
|
|
|
$
|
1,756
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
1.53
|
|
|
$
|
4.99
|
|
|
$
|
6.52
|
|
Discontinued operations
|
|
3.17
|
|
|
(2.95
|
)
|
|
0.22
|
|
|||
Net income
|
|
$
|
4.70
|
|
|
$
|
2.04
|
|
|
$
|
6.74
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
260.7
|
|
|
—
|
|
|
260.7
|
|
|||
Effective tax rates
(3)
|
|
|
|
|
|
|
||||||
Continuing operations - U.S. GAAP
|
|
36.5
|
%
|
|
|
|
14.9
|
%
|
||||
Discontinued operations - U.S. GAAP
|
|
58.9
|
%
|
|
|
|
11.7
|
%
|
|
|
Year Ended December 31, 2016
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,811
|
|
|
$
|
172
|
|
|
$
|
1,983
|
|
Interest income
|
|
9
|
|
|
—
|
|
|
9
|
|
|||
Interest expense
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|||
Other income (expense)
(1)
|
|
(137
|
)
|
|
220
|
|
|
83
|
|
|||
Income before income taxes from continuing operations
|
|
1,401
|
|
|
392
|
|
|
1,793
|
|
|||
Income taxes
(2)
|
|
148
|
|
|
102
|
|
|
250
|
|
|||
Net income from continuing operations
|
|
1,253
|
|
|
290
|
|
|
1,543
|
|
|||
Net income from discontinued operations
(3)
|
|
177
|
|
|
94
|
|
|
271
|
|
|||
Net income
|
|
1,430
|
|
|
384
|
|
|
1,814
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
34
|
|
|
—
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,396
|
|
|
$
|
384
|
|
|
$
|
1,780
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
4.51
|
|
|
$
|
1.07
|
|
|
$
|
5.58
|
|
Discontinued operations
|
|
0.65
|
|
|
0.36
|
|
|
1.01
|
|
|||
Net income
|
|
$
|
5.16
|
|
|
$
|
1.43
|
|
|
$
|
6.59
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
270.3
|
|
|
—
|
|
|
270.3
|
|
|||
Effective tax rates
(3)
|
|
|
|
|
|
|
||||||
Continuing operations - U.S. GAAP
|
|
10.6
|
%
|
|
|
|
13.9
|
%
|
||||
Discontinued operations - U.S. GAAP
|
|
34.0
|
%
|
|
|
|
30.2
|
%
|
(1)
|
Adjusted Other income (expense) excludes Pension settlement charges of $37 million, $128 million, and $220 million, for the years ended 2018, 2017, and 2016, respectively.
|
(2)
|
Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with estimated Restructuring Plan expenses, legacy litigation, accelerated tradename amortization, impairment charges and non-cash pension settlement charges, which are adjusted at the related jurisdictional rates. In addition, tax expense excludes the tax impacts from the sale of certain assets and liabilities previously classified as held for sale as well as the tax adjustments recorded to finalize the 2017 accounting for the enactment date impact of the Tax Reform Act recorded pursuant to SAB 118.
|
(3)
|
Adjusted net income from discontinued operations excludes the gain on sale of discontinued operations of $
82 million
, $
779 million
, and $
0 million
for the years ended 2018, 2017, and 2016, respectively. Adjusted net income from discontinued operations excludes intangible asset amortization of
$0 million
,
$11 million
, and
$120 million
for the twelve months ended December 31, 2018, 2017, and 2016, respectively. The effective tax rate was further adjusted for the applicable tax impact associated with the gain on sale and intangible asset amortization, as applicable.
|
Years Ended December 31
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Provided by Continuing Operating Activities
|
|
$
|
1,686
|
|
|
$
|
669
|
|
|
$
|
1,829
|
|
Capital Expenditures Used for Continuing Operations
|
|
(240
|
)
|
|
(183
|
)
|
|
(156
|
)
|
|||
Free Cash Flow Provided By Continuing Operations
|
|
$
|
1,446
|
|
|
$
|
486
|
|
|
$
|
1,673
|
|
|
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
|
$
|
656
|
|
|
$
|
—
|
|
|
$
|
2,279
|
|
|
$
|
2,935
|
|
Money market funds
|
—
|
|
|
172
|
|
|
1,587
|
|
|
1,759
|
|
||||
Cash and short-term investments
|
656
|
|
|
172
|
|
|
3,866
|
|
|
4,694
|
|
||||
Fiduciary receivables
|
—
|
|
|
—
|
|
|
6,300
|
|
|
6,300
|
|
||||
Total
|
$
|
656
|
|
|
$
|
172
|
|
|
$
|
10,166
|
|
|
$
|
10,994
|
|
|
|
Years Ended December 31
|
||||||
|
|
2018
|
|
2017
|
||||
Cash provided by operating activities - continuing operations
|
|
$
|
1,686
|
|
|
$
|
669
|
|
Cash provided by investing activities - continuing operations
|
|
$
|
31
|
|
|
$
|
2,806
|
|
Cash used for financing activities - continuing operations
|
|
$
|
(1,699
|
)
|
|
$
|
(3,265
|
)
|
Effect of exchange rates changes on cash and cash equivalents
|
|
$
|
(118
|
)
|
|
$
|
69
|
|
|
|
Year Ended December 31, 2018
|
|
Inception to Date
|
|
Estimated Remaining Costs
|
|
Estimated Total Cost
(1)
|
||||||||
Workforce reduction
|
|
$
|
115
|
|
|
$
|
414
|
|
|
$
|
36
|
|
|
$
|
450
|
|
Technology rationalization
(2)
|
|
47
|
|
|
80
|
|
|
50
|
|
|
130
|
|
||||
Lease consolidation
(2)
|
|
28
|
|
|
36
|
|
|
29
|
|
|
65
|
|
||||
Asset impairments
|
|
13
|
|
|
39
|
|
|
11
|
|
|
50
|
|
||||
Other costs associated with restructuring and separation
(2) (3)
|
|
282
|
|
|
413
|
|
|
117
|
|
|
530
|
|
||||
Total restructuring and related expenses
|
|
$
|
485
|
|
|
982
|
|
|
$
|
243
|
|
|
$
|
1,225
|
|
(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)
|
Total contract termination costs incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, for the
twelve months ended December 31, 2018
were
$5 million
,
$25 million
, and
$85 million
; and since inception of the Restructuring Plan, were
$6 million
,
$33 million
, and
$88 million
, respectively. Total estimated contract termination costs expected to be incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, are
$15 million
,
$80 million
, and
$95 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 at December 31, 2017
|
|
$
|
186
|
|
Expensed
|
|
448
|
|
|
Cash payments
|
|
(425
|
)
|
|
Foreign currency translation and other
|
|
(8
|
)
|
|
Balance at December 31, 2018
|
|
$
|
201
|
|
|
|
Twelve months ended December 31
|
||||||
|
|
2018
|
|
2017
(1)
|
||||
Shares repurchased
|
|
10.0
|
|
|
18.0
|
|
||
Average price per share
|
|
$
|
143.94
|
|
|
$
|
133.67
|
|
Costs recorded to retained earnings
|
|
|
|
|
||||
Total repurchase cost
|
|
$
|
1,447
|
|
|
$
|
2,403
|
|
Additional associated costs
|
|
7
|
|
|
12
|
|
||
Total costs recorded to retained earnings
|
|
$
|
1,454
|
|
|
$
|
2,415
|
|
(1)
|
Included in the
18.0 million
shares repurchased during the twelve months ended December 31, 2017 were
0.1 million
shares that did not settle until January 2018. These shares were settled at an average price per share of
$134.41
and total cost of
$15.9 million
.
|
|
Twelve months ended December 31
|
||||||
|
2018
|
|
2017
|
||||
Total issuances
(1)
|
$
|
5,400
|
|
|
$
|
1,648
|
|
Total repayments
|
(5,118
|
)
|
|
(1,997
|
)
|
||
Net issuances
|
$
|
282
|
|
|
$
|
(349
|
)
|
|
Ratings
|
|
|
||
|
Senior Long-term Debt
|
|
Commercial Paper
|
|
Outlook
|
Standard & Poor’s
|
A-
|
|
A-2
|
|
Stable
|
Moody’s Investor Services
|
Baa2
|
|
P-2
|
|
Stable
|
Fitch, Inc.
|
BBB+
|
|
F-2
|
|
Stable
|
|
Payments due by
|
||||||||||||||||||
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
|
Total
|
||||||||||
Principal payments on debt
|
$
|
251
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
5,095
|
|
|
$
|
6,346
|
|
Interest payments on debt
|
275
|
|
|
514
|
|
|
467
|
|
|
2,220
|
|
|
3,476
|
|
|||||
Operating leases
|
303
|
|
|
474
|
|
|
330
|
|
|
472
|
|
|
1,579
|
|
|||||
Pension and other postretirement benefit plans
|
150
|
|
|
270
|
|
|
298
|
|
|
314
|
|
|
1,032
|
|
|||||
Purchase obligations
|
179
|
|
|
132
|
|
|
24
|
|
|
5
|
|
|
340
|
|
|||||
Total
|
$
|
1,158
|
|
|
$
|
2,390
|
|
|
$
|
1,119
|
|
|
$
|
8,106
|
|
|
$
|
12,773
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
Unrecognized actuarial gains and losses
|
$
|
1,136
|
|
|
$
|
1,708
|
|
|
$
|
433
|
|
Amortization period
|
8 - 28
|
|
|
7 - 23
|
|
|
13 - 40
|
|
|||
Estimated 2019 amortization of loss
|
$
|
30
|
|
|
$
|
55
|
|
|
$
|
12
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
Expected return
|
3.64%
|
|
7.05%
|
|
2.50 - 4.10%
|
Increase (decrease) in projected benefit obligation
(1)
|
25 bps Change in Discount Rate
|
||||||
Increase
|
|
Decrease
|
|||||
U.K. plans
|
$
|
(158
|
)
|
|
$
|
168
|
|
U.S. plans
|
(80
|
)
|
|
84
|
|
||
Other plans
|
(70
|
)
|
|
79
|
|
(1)
|
Increases to the projected benefit obligation reflect increases to our pension obligations, while decreases in the projected benefit obligation are recoveries toward fully-funded status. A change in the discount rate has an inverse relationship to the projected benefit obligation.
|
|
25 bps Change in Discount Rate
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(2
|
)
|
|
$
|
1
|
|
U.S. plans
|
1
|
|
|
(1
|
)
|
||
Other plans
|
(1
|
)
|
|
1
|
|
|
25 bps Change in Long-Term Rate of Return on Plan Assets
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(13
|
)
|
|
$
|
13
|
|
U.S. plans
|
(5
|
)
|
|
5
|
|
||
Other plans
|
(2
|
)
|
|
2
|
|
|
|
Years ended December 31
|
||||||||||
(millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,103
|
|
|
6,003
|
|
|
5,514
|
|
|||
Information technology
|
|
484
|
|
|
419
|
|
|
386
|
|
|||
Premises
|
|
370
|
|
|
348
|
|
|
343
|
|
|||
Depreciation of fixed assets
|
|
176
|
|
|
187
|
|
|
162
|
|
|||
Amortization and impairment of intangible assets
|
|
593
|
|
|
704
|
|
|
157
|
|
|||
Other general expenses
|
|
1,500
|
|
|
1,272
|
|
|
1,036
|
|
|||
Total operating expenses
|
|
9,226
|
|
|
8,933
|
|
|
7,598
|
|
|||
Operating income
|
|
1,544
|
|
|
1,065
|
|
|
1,811
|
|
|||
Interest income
|
|
5
|
|
|
27
|
|
|
9
|
|
|||
Interest expense
|
|
(278
|
)
|
|
(282
|
)
|
|
(282
|
)
|
|||
Other income (expense)
|
|
(25
|
)
|
|
(125
|
)
|
|
(137
|
)
|
|||
Income from continuing operations before income taxes
|
|
1,246
|
|
|
685
|
|
|
1,401
|
|
|||
Income taxes
|
|
146
|
|
|
250
|
|
|
148
|
|
|||
Net income from continuing operations
|
|
1,100
|
|
|
435
|
|
|
1,253
|
|
|||
Net income from discontinued operations
|
|
74
|
|
|
828
|
|
|
177
|
|
|||
Net income
|
|
1,174
|
|
|
1,263
|
|
|
1,430
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
40
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
|
$
|
1,396
|
|
|
|
|
|
|
|
|
||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|||||||
Continuing operations
|
$
|
4.32
|
|
|
$
|
1.54
|
|
|
$
|
4.55
|
|
|
Discontinued operations
|
0.30
|
|
|
3.20
|
|
|
0.66
|
|
||||
Net income
|
$
|
4.62
|
|
|
$
|
4.74
|
|
|
$
|
5.21
|
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
4.29
|
|
|
$
|
1.53
|
|
|
$
|
4.51
|
|
Discontinued operations
|
|
0.30
|
|
|
3.17
|
|
|
0.65
|
|
|||
Net income
|
|
$
|
4.59
|
|
|
$
|
4.70
|
|
|
$
|
5.16
|
|
Weighted average ordinary shares outstanding - basic
|
|
245.2
|
|
|
258.5
|
|
|
268.1
|
|
|||
Weighted average ordinary shares outstanding - diluted
|
247.0
|
|
|
260.7
|
|
|
270.3
|
|
|
|
Years Ended December 31
|
||||||||||
(millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
1,174
|
|
|
$
|
1,263
|
|
|
$
|
1,430
|
|
|
Less: Net income attributable to noncontrolling interests
|
40
|
|
|
37
|
|
|
34
|
|
||||
Net income attributable to Aon shareholders
|
1,134
|
|
|
1,226
|
|
|
1,396
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|||||||
Change in fair value of financial instruments
|
11
|
|
|
12
|
|
|
(12
|
)
|
||||
Foreign currency translation adjustments
|
(444
|
)
|
|
390
|
|
|
(495
|
)
|
||||
Postretirement benefit obligation
|
17
|
|
|
19
|
|
|
16
|
|
||||
Total other comprehensive income (loss)
|
(416
|
)
|
|
421
|
|
|
(491
|
)
|
||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(4
|
)
|
|
5
|
|
|
(2
|
)
|
||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
(412
|
)
|
|
416
|
|
|
(489
|
)
|
||||
Comprehensive income attributable to Aon shareholders
|
$
|
722
|
|
|
$
|
1,642
|
|
|
$
|
907
|
|
|
|
As of December 31
|
||||||
(millions, except nominal value)
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
656
|
|
|
$
|
756
|
|
|
Short-term investments
|
172
|
|
|
529
|
|
|||
Receivables, net
|
2,760
|
|
|
2,478
|
|
|||
Fiduciary assets
|
10,166
|
|
|
9,625
|
|
|||
Other current assets
|
618
|
|
|
289
|
|
|||
Total current assets
|
14,372
|
|
|
13,677
|
|
|||
Goodwill
|
8,171
|
|
|
8,358
|
|
|||
Intangible assets, net
|
1,149
|
|
|
1,733
|
|
|||
Fixed assets, net
|
588
|
|
|
564
|
|
|||
Deferred tax assets
|
561
|
|
|
389
|
|
|||
Prepaid pension
|
1,133
|
|
|
1,060
|
|
|||
Other non-current assets
|
448
|
|
|
307
|
|
|||
Total assets
|
$
|
26,422
|
|
|
$
|
26,088
|
|
|
|
|
|
|
|||||
Liabilities and equity
|
|
|
|
|||||
Liabilities
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Accounts payable and accrued liabilities
|
$
|
1,943
|
|
|
$
|
1,961
|
|
|
Short-term debt and current portion of long-term debt
|
251
|
|
|
299
|
|
|||
Fiduciary liabilities
|
10,166
|
|
|
9,625
|
|
|||
Other current liabilities
|
936
|
|
|
870
|
|
|||
Total current liabilities
|
13,296
|
|
|
12,755
|
|
|||
Long-term debt
|
5,993
|
|
|
5,667
|
|
|||
Deferred tax liabilities
|
181
|
|
|
127
|
|
|||
Pension, other postretirement, and postemployment liabilities
|
1,636
|
|
|
1,789
|
|
|||
Other non-current liabilities
|
1,097
|
|
|
1,102
|
|
|||
Total liabilities
|
22,203
|
|
|
21,440
|
|
|||
|
|
|
|
|||||
Equity
|
|
|
|
|||||
Ordinary shares - $0.01 nominal value
Authorized: 750 shares (issued: 2018 - 240.1; 2017 - 247.6) |
2
|
|
|
2
|
|
|||
Additional paid-in capital
|
5,965
|
|
|
5,775
|
|
|||
Retained earnings
|
2,093
|
|
|
2,302
|
|
|||
Accumulated other comprehensive loss
|
(3,909
|
)
|
|
(3,496
|
)
|
|||
Total Aon shareholders' equity
|
4,151
|
|
|
4,583
|
|
|||
Noncontrolling interests
|
68
|
|
|
65
|
|
|||
Total equity
|
4,219
|
|
|
4,648
|
|
|||
Total liabilities and equity
|
$
|
26,422
|
|
|
$
|
26,088
|
|
(millions)
|
|
Shares
|
|
Ordinary Shares and Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Loss, Net of Tax
|
|
Non-controlling
Interests
|
|
Total
|
|||||||||||
Balance at January 1, 2016
|
|
269.8
|
|
|
$
|
5,412
|
|
|
$
|
4,013
|
|
|
$
|
(3,423
|
)
|
|
$
|
57
|
|
|
$
|
6,059
|
|
Net income
|
|
—
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
34
|
|
|
1,430
|
|
|||||
Shares issued — employee stock compensation plans
|
|
4.3
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|||||
Shares purchased
|
|
(12.1
|
)
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Tax benefit — employee benefit plans
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|||||
Dividends to shareholders ($1.29 per share)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
(2
|
)
|
|
(495
|
)
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net purchases of shares from noncontrolling interests
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(38
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
Balance at December 31, 2016
|
|
262.0
|
|
|
5,580
|
|
|
3,807
|
|
|
(3,912
|
)
|
|
57
|
|
|
5,532
|
|
|||||
Adoption of new accounting guidance
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Balance at January 1, 2017
|
|
262.0
|
|
|
5,580
|
|
|
3,856
|
|
|
(3,912
|
)
|
|
57
|
|
|
5,581
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
—
|
|
|
37
|
|
|
1,263
|
|
|||||
Shares issued — employee stock compensation plans
|
|
3.6
|
|
|
(120
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||
Shares purchased
|
|
(18.0
|
)
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|||||
Dividends to shareholders ($1.41 per share)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|
5
|
|
|
390
|
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Net purchases of shares from noncontrolling interests
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(11
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||
Balance at December 31, 2017
|
|
247.6
|
|
|
5,777
|
|
|
2,302
|
|
|
(3,496
|
)
|
|
65
|
|
|
4,648
|
|
|||||
Adoption of new accounting guidance
|
|
—
|
|
|
—
|
|
|
493
|
|
|
(1
|
)
|
|
—
|
|
|
492
|
|
|||||
Balance at January 1, 2018
|
|
247.6
|
|
|
5,777
|
|
|
2,795
|
|
|
(3,497
|
)
|
|
65
|
|
|
5,140
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
1,134
|
|
|
—
|
|
|
40
|
|
|
1,174
|
|
|||||
Shares issued — employee stock compensation plans
|
|
2.5
|
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||||
Shares purchased
|
|
(10.0
|
)
|
|
—
|
|
|
(1,454
|
)
|
|
—
|
|
|
—
|
|
|
(1,454
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|||||
Dividends to shareholders ($1.56 per share)
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(4
|
)
|
|
(444
|
)
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Net purchases of shares from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||
Balance at December 31, 2018
|
|
240.1
|
|
|
$
|
5,967
|
|
|
$
|
2,093
|
|
|
$
|
(3,909
|
)
|
|
$
|
68
|
|
|
$
|
4,219
|
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|||||||
Net income
|
$
|
1,174
|
|
|
$
|
1,263
|
|
|
$
|
1,430
|
|
|
Less: Income from discontinued operations, net of income taxes
|
74
|
|
|
828
|
|
|
177
|
|
||||
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|||||||
Loss (gain) from sales of businesses and investments, net
|
6
|
|
|
16
|
|
|
(39
|
)
|
||||
Depreciation of fixed assets
|
176
|
|
|
187
|
|
|
162
|
|
||||
Amortization and impairment of intangible assets
|
593
|
|
|
704
|
|
|
157
|
|
||||
Share-based compensation expense
|
338
|
|
|
319
|
|
|
306
|
|
||||
Deferred income taxes
|
(225
|
)
|
|
(18
|
)
|
|
(24
|
)
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|||||||
Fiduciary receivables
|
(679
|
)
|
|
171
|
|
|
595
|
|
||||
Short-term investments — funds held on behalf of clients
|
(320
|
)
|
|
(135
|
)
|
|
(540
|
)
|
||||
Fiduciary liabilities
|
999
|
|
|
(36
|
)
|
|
(55
|
)
|
||||
Receivables, net
|
(127
|
)
|
|
(254
|
)
|
|
(105
|
)
|
||||
Accounts payable and accrued liabilities
|
25
|
|
|
96
|
|
|
53
|
|
||||
Restructuring reserves
|
23
|
|
|
172
|
|
|
—
|
|
||||
Current income taxes
|
34
|
|
|
(914
|
)
|
|
(42
|
)
|
||||
Pension, other postretirement and other postemployment liabilities
|
(259
|
)
|
|
(66
|
)
|
|
42
|
|
||||
Other assets and liabilities
|
2
|
|
|
(8
|
)
|
|
66
|
|
||||
Cash provided by operating activities - continuing operations
|
1,686
|
|
|
669
|
|
|
1,829
|
|
||||
Cash provided by operating activities - discontinued operations
|
—
|
|
|
65
|
|
|
497
|
|
||||
Cash provided by operating activities
|
1,686
|
|
|
734
|
|
|
2,326
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|||||||
Proceeds from investments
|
71
|
|
|
68
|
|
|
43
|
|
||||
Payments for investments
|
(80
|
)
|
|
(64
|
)
|
|
(64
|
)
|
||||
Net sales (purchases) of short-term investments — non-fiduciary
|
348
|
|
|
(232
|
)
|
|
61
|
|
||||
Acquisition of businesses, net of cash acquired
|
(58
|
)
|
|
(1,029
|
)
|
|
(879
|
)
|
||||
Sale of businesses, net of cash sold
|
(10
|
)
|
|
4,246
|
|
|
107
|
|
||||
Capital expenditures
|
(240
|
)
|
|
(183
|
)
|
|
(156
|
)
|
||||
Cash provided by (used for) investing activities - continuing operations
|
31
|
|
|
2,806
|
|
|
(888
|
)
|
||||
Cash used for investing activities - discontinued operations
|
—
|
|
|
(19
|
)
|
|
(66
|
)
|
||||
Cash provided by (used for) investing activities
|
31
|
|
|
2,787
|
|
|
(954
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|||||||
Share repurchase
|
(1,470
|
)
|
|
(2,399
|
)
|
|
(1,257
|
)
|
||||
Issuance of shares for employee benefit plans
|
(149
|
)
|
|
(121
|
)
|
|
(129
|
)
|
||||
Issuance of debt
|
5,754
|
|
|
1,654
|
|
|
3,467
|
|
||||
Repayment of debt
|
(5,417
|
)
|
|
(1,999
|
)
|
|
(2,945
|
)
|
||||
Cash dividends to shareholders
|
(382
|
)
|
|
(364
|
)
|
|
(345
|
)
|
||||
Noncontrolling interests and other financing activities
|
(35
|
)
|
|
(36
|
)
|
|
(77
|
)
|
||||
Cash used for financing activities - continuing operations
|
(1,699
|
)
|
|
(3,265
|
)
|
|
(1,286
|
)
|
||||
Cash used for financing activities - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash used for financing activities
|
(1,699
|
)
|
|
(3,265
|
)
|
|
(1,286
|
)
|
||||
Effect of exchange rates on cash and cash equivalents
|
(118
|
)
|
|
69
|
|
|
(39
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
(100
|
)
|
|
325
|
|
|
47
|
|
||||
Cash and cash equivalents at beginning of period
|
756
|
|
|
431
|
|
|
384
|
|
||||
Cash and cash equivalents at end of period
|
$
|
656
|
|
|
$
|
756
|
|
|
$
|
431
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
266
|
|
|
$
|
272
|
|
|
$
|
272
|
|
|
Income taxes paid, net of refunds
|
$
|
337
|
|
|
$
|
1,182
|
|
|
$
|
218
|
|
Asset Description
|
|
Expected Life
|
Software
|
|
Lesser of the life of an associated license, or 4 to 7 years
|
Leasehold improvements
|
|
Lesser of estimated useful life or lease term, not to exceed 10 years
|
Furniture, fixtures and equipment
|
|
4 to 10 years
|
Computer equipment
|
|
4 to 6 years
|
Buildings
|
|
35 years
|
Automobiles
|
|
6 years
|
Intangible Asset Description
|
|
Amortization Basis
|
|
Expected Life
|
Customer-related and contract-based
|
|
In line with underlying cash flows
|
|
7 to 20 years
|
Tradenames
|
|
Straight-line
|
|
1 to 3 years
|
Technology and other
|
|
Straight-line
|
|
5 to 7 years
|
|
|
Years ended December 31
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||
Operating income (loss)
(1)
|
|
$
|
979
|
|
|
$
|
86
|
|
|
$
|
1,065
|
|
|
$
|
1,638
|
|
|
$
|
173
|
|
|
$
|
1,811
|
|
Other income (expense)
|
|
$
|
(39
|
)
|
|
$
|
(86
|
)
|
|
$
|
(125
|
)
|
|
$
|
36
|
|
|
$
|
(173
|
)
|
|
$
|
(137
|
)
|
(1)
|
Reclassification from Operating income is recorded in Compensation and benefits.
|
•
|
The Company previously recognized revenue either at a point in time or over a period of time based on the transfer of value to customers or as the remuneration became determinable. Under ASC 606, the revenue related to certain brokerage services recognized over a period of time is recognized on the effective date of the associated policies when control of the policy transfers to the customer. As a result, revenue from these arrangements are typically recognized in earlier periods under ASC 606 in comparison to ASC 605, changing the timing and amount of revenue recognized for annual and interim periods. This change resulted in a significant shift in timing of interim revenue for the Reinsurance Solutions revenue line and, to a lesser extent, certain other brokerage services.
|
•
|
The Standard provides guidance on accounting for certain revenue-related costs including when to capitalize costs associated with obtaining and fulfilling a contract. The majority of these costs were previously expensed as incurred under ASC 605. Assets recognized for the costs to obtain a contract, which includes certain sales commissions, are amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates, considering anticipated renewals when applicable. For situations where the renewal period is one year or less and renewal costs are commensurate with the initial contract, the Company applied a practical expedient and recognizes the costs of obtaining a contract as an expense when incurred.
Assets recognized as costs to fulfill a contract, which includes internal costs related to pre-placement broking activities, as well as other costs, are amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates, which is generally less than one year.
|
|
|
December 31,
2017 |
|
|
|
January 1,
2018 |
||||||
(millions)
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
|
|
|
||||
Receivables, net
|
|
$
|
2,478
|
|
|
$
|
252
|
|
|
$
|
2,730
|
|
Other current assets
|
|
$
|
289
|
|
|
$
|
298
|
|
|
$
|
587
|
|
Deferred tax assets
|
|
$
|
389
|
|
|
$
|
(128
|
)
|
|
$
|
261
|
|
Other non-current assets
|
|
$
|
307
|
|
|
$
|
145
|
|
|
$
|
452
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
1,961
|
|
|
$
|
8
|
|
|
$
|
1,969
|
|
Other current liabilities
|
|
$
|
870
|
|
|
$
|
13
|
|
|
$
|
883
|
|
Deferred tax liabilities
|
|
$
|
127
|
|
|
$
|
42
|
|
|
$
|
169
|
|
Other non-current liabilities
|
|
$
|
1,102
|
|
|
$
|
(3
|
)
|
|
$
|
1,099
|
|
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
||||
Total equity
|
|
$
|
4,648
|
|
|
$
|
507
|
|
|
$
|
5,155
|
|
|
|
Twelve months ended December 31, 2018
|
||||||||||
(millions)
|
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of ASC 606
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
(61
|
)
|
|
$
|
10,709
|
|
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
$
|
6,103
|
|
|
$
|
51
|
|
|
$
|
6,154
|
|
Other general expenses
|
|
$
|
1,500
|
|
|
$
|
(1
|
)
|
|
$
|
1,499
|
|
Other income (expense)
|
|
$
|
(25
|
)
|
|
$
|
1
|
|
|
$
|
(24
|
)
|
Income taxes
|
|
$
|
146
|
|
|
$
|
(34
|
)
|
|
$
|
112
|
|
|
|
As of December 31, 2018
|
||||||||||
(millions)
|
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of ASC 606
|
||||||
Assets
|
|
|
|
|
|
|
|
|
||||
Receivables, net
|
|
$
|
2,760
|
|
|
$
|
(301
|
)
|
|
$
|
2,459
|
|
Other current assets
|
|
$
|
618
|
|
|
$
|
(319
|
)
|
|
$
|
299
|
|
Deferred tax assets
|
|
$
|
561
|
|
|
$
|
137
|
|
|
$
|
698
|
|
Other non-current assets
|
|
$
|
448
|
|
|
$
|
(155
|
)
|
|
$
|
293
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
|
$
|
936
|
|
|
$
|
(43
|
)
|
|
$
|
893
|
|
Deferred tax liabilities
|
|
$
|
181
|
|
|
$
|
(28
|
)
|
|
$
|
153
|
|
Other non-current liabilities
|
|
$
|
1,097
|
|
|
$
|
2
|
|
|
$
|
1,099
|
|
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
||||
Total equity
|
|
$
|
4,219
|
|
|
$
|
(569
|
)
|
|
$
|
3,650
|
|
|
|
Twelve months ended December 31, 2018
|
||||||||||
(millions)
|
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of ASC 606
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
1,174
|
|
|
$
|
(78
|
)
|
|
$
|
1,096
|
|
Receivables, net
|
|
$
|
(127
|
)
|
|
$
|
49
|
|
|
$
|
(78
|
)
|
Accounts payable and accrued liabilities
|
|
$
|
25
|
|
|
$
|
8
|
|
|
$
|
33
|
|
Current income taxes
|
|
$
|
34
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
Other assets and liabilities
|
|
$
|
2
|
|
|
$
|
55
|
|
|
$
|
57
|
|
|
|
Years ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Commercial Risk Solutions
|
|
$
|
4,652
|
|
|
$
|
4,169
|
|
|
$
|
3,929
|
|
Reinsurance Solutions
|
|
1,563
|
|
|
1,429
|
|
|
1,361
|
|
|||
Retirement Solutions
|
|
1,865
|
|
|
1,755
|
|
|
1,707
|
|
|||
Health Solutions
|
|
1,596
|
|
|
1,515
|
|
|
1,370
|
|
|||
Data & Analytic Services
|
|
1,105
|
|
|
1,140
|
|
|
1,050
|
|
|||
Elimination
|
|
(11
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
|
Years ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
4,677
|
|
|
$
|
4,425
|
|
|
$
|
3,981
|
|
Americas other than United States
|
|
940
|
|
|
976
|
|
|
899
|
|
|||
United Kingdom
|
|
1,555
|
|
|
1,436
|
|
|
1,354
|
|
|||
Europe, Middle East, & Africa other than United Kingdom
|
|
2,413
|
|
|
2,025
|
|
|
1,760
|
|
|||
Asia Pacific
|
|
1,185
|
|
|
1,136
|
|
|
1,415
|
|
|||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
|
2018
|
||
Balance at beginning of period
(1)
|
|
$
|
298
|
|
Additions
|
|
1,504
|
|
|
Amortization
|
|
(1,465
|
)
|
|
Impairment
|
|
—
|
|
|
Foreign currency translation and other
|
|
(8
|
)
|
|
Balance at end of period
|
|
$
|
329
|
|
(1)
|
Upon adoption of the new revenue recognition standard on January 1, 2018, Aon capitalized
$298 million
of costs to fulfill contracts with customers.
|
|
|
2018
|
||
Balance at beginning of period
(1)
|
|
$
|
145
|
|
Additions
|
|
53
|
|
|
Amortization
|
|
(41
|
)
|
|
Impairment
|
|
—
|
|
|
Foreign currency translation and other
|
|
(1
|
)
|
|
Balance at end of period
|
|
$
|
156
|
|
(1)
|
Upon adoption of the new revenue recognition standard on January 1, 2018, Aon capitalized
$145 million
of costs to obtain contracts with customers.
|
|
Years ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency remeasurement
|
$
|
25
|
|
|
$
|
(37
|
)
|
|
$
|
(2
|
)
|
Disposal of business
|
(6
|
)
|
|
(16
|
)
|
|
39
|
|
|||
Pension and other postretirement
|
1
|
|
|
(86
|
)
|
|
(173
|
)
|
|||
Equity earnings
|
4
|
|
|
12
|
|
|
13
|
|
|||
Financial instruments
|
(49
|
)
|
|
2
|
|
|
(14
|
)
|
|||
Total
|
$
|
(25
|
)
|
|
$
|
(125
|
)
|
|
$
|
(137
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
59
|
|
|
$
|
56
|
|
|
$
|
58
|
|
Provision charged to Other general expenses
|
24
|
|
|
18
|
|
|
10
|
|
|||
Accounts written off, net of recoveries
|
(25
|
)
|
|
(18
|
)
|
|
(15
|
)
|
|||
Foreign currency translation
|
4
|
|
|
3
|
|
|
3
|
|
|||
Balance at December 31
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
56
|
|
As of December 31
|
2018
|
|
2017
|
||||
Costs to fulfill contracts with customers
(1)
|
$
|
329
|
|
|
$
|
—
|
|
Taxes receivable
|
113
|
|
|
114
|
|
||
Prepaid expenses
|
97
|
|
|
126
|
|
||
Receivables from the Divested Business
(2)
|
12
|
|
|
28
|
|
||
Other
|
67
|
|
|
21
|
|
||
Total
|
$
|
618
|
|
|
$
|
289
|
|
(1)
|
Refer to Note 3 “Revenue from Contracts with Customers” for further information.
|
(2)
|
Refer to Note 5 “Discontinued Operations” for further information.
|
As of December 31
|
2018
|
|
2017
|
||||
Software
|
$
|
693
|
|
|
$
|
680
|
|
Leasehold improvements
|
334
|
|
|
349
|
|
||
Computer equipment
|
279
|
|
|
295
|
|
||
Furniture, fixtures and equipment
|
228
|
|
|
240
|
|
||
Construction in progress
|
154
|
|
|
79
|
|
||
Other
|
45
|
|
|
90
|
|
||
Fixed assets, gross
|
1,733
|
|
|
1,733
|
|
||
Less: Accumulated depreciation
|
1,145
|
|
|
1,169
|
|
||
Fixed assets, net
|
$
|
588
|
|
|
$
|
564
|
|
As of December 31
|
2018
|
|
2017
|
||||
Costs to obtain contracts with customers
(1)
|
$
|
156
|
|
|
$
|
—
|
|
Investments
|
54
|
|
|
57
|
|
||
Taxes receivable
|
100
|
|
|
84
|
|
||
Other
|
138
|
|
|
166
|
|
||
Total
|
$
|
448
|
|
|
$
|
307
|
|
As of December 31
|
2018
|
|
2017
|
||||
Deferred revenue
(1)
|
$
|
251
|
|
|
$
|
311
|
|
Taxes payable
(2)
|
83
|
|
|
139
|
|
||
Other
|
602
|
|
|
420
|
|
||
Total
|
$
|
936
|
|
|
$
|
870
|
|
(1)
|
During the twelve months ended December 31, 2018,
$487 million
was recognized in the Consolidated Statements of Income.
|
(2)
|
Includes
$42 million
for the current portion of the Transition Tax as of December 31, 2017. Refer to Note 11 “Income Taxes” for further information on the Transition Tax.
|
As of December 31
|
2018
|
|
2017
|
||||
Taxes payable
(1)
|
$
|
585
|
|
|
$
|
529
|
|
Leases
|
169
|
|
|
153
|
|
||
Compensation and benefits
|
56
|
|
|
67
|
|
||
Deferred revenue
|
65
|
|
|
49
|
|
||
Other
|
222
|
|
|
304
|
|
||
Total
|
$
|
1,097
|
|
|
$
|
1,102
|
|
(1)
|
Includes
$240 million
and
$222 million
for the non-current portion of the Transition Tax, as of December 31, 2018 and December 31, 2017, respectively. Refer to Note 11 “Income Taxes” for further information on the Transition Tax.
|
|
|
Years ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
2,218
|
|
Expenses
|
|
|
|
|
|
|
||||||
Total operating expenses
|
|
12
|
|
|
656
|
|
|
1,950
|
|
|||
Operating Income from discontinued operations
|
|
(12
|
)
|
|
42
|
|
|
268
|
|
|||
Other income
|
|
—
|
|
|
10
|
|
|
—
|
|
|||
Income from discontinued operations before income taxes
|
|
(12
|
)
|
|
52
|
|
|
268
|
|
|||
Income tax expense (benefit)
|
|
(4
|
)
|
|
3
|
|
|
91
|
|
|||
Net income (loss) from discontinued operations, excluding gain
|
|
(8
|
)
|
|
49
|
|
|
177
|
|
|||
Gain on sale of discontinued operations, net of tax
|
|
82
|
|
|
779
|
|
|
—
|
|
|||
Net income from discontinued operations
|
|
$
|
74
|
|
|
$
|
828
|
|
|
$
|
177
|
|
|
|
Year Ended December 31, 2018
|
|
Inception to Date
|
|
Estimated Remaining Costs
|
|
Estimated Total Cost
(1)
|
||||||||
Workforce reduction
|
|
$
|
115
|
|
|
$
|
414
|
|
|
$
|
36
|
|
|
$
|
450
|
|
Technology rationalization
(2)
|
|
47
|
|
|
80
|
|
|
50
|
|
|
130
|
|
||||
Lease consolidation
(2)
|
|
28
|
|
|
36
|
|
|
29
|
|
|
65
|
|
||||
Asset impairments
|
|
13
|
|
|
39
|
|
|
11
|
|
|
50
|
|
||||
Other costs associated with restructuring and separation
(2) (3)
|
|
282
|
|
|
413
|
|
|
117
|
|
|
530
|
|
||||
Total restructuring and related expenses
|
|
$
|
485
|
|
|
982
|
|
|
$
|
243
|
|
|
$
|
1,225
|
|
(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)
|
Total contract termination costs incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, for the
twelve months ended December 31, 2018
were
$5 million
,
$25 million
, and
$85 million
; and since inception of the Restructuring Plan, were
$6 million
,
$33 million
, and
$88 million
, respectively. Total estimated contract termination costs expected to be incurred under the Restructuring Plan associated with Technology rationalizations, Lease consolidations, and Other costs associated with restructuring and separation, respectively, are
$15 million
,
$80 million
, and
$95 million
.
|
(3)
|
Other costs associated with the Restructuring Plan include primarily 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 at December 31, 2017
|
|
$
|
186
|
|
Expensed
|
|
448
|
|
|
Cash payments
|
|
(425
|
)
|
|
Foreign currency translation and other
|
|
(8
|
)
|
|
Balance at December 31, 2018
|
|
$
|
201
|
|
|
For the year ended December 31, 2018
|
||
Consideration transferred
|
|
||
Cash
|
$
|
55
|
|
Deferred and contingent consideration
|
18
|
|
|
Aggregate consideration transferred
|
$
|
73
|
|
|
|
||
Assets acquired
|
|
||
Cash and cash equivalents
|
$
|
1
|
|
Receivables, net
|
4
|
|
|
Goodwill
|
38
|
|
|
Intangible assets, net
|
34
|
|
|
Other assets
|
4
|
|
|
Total assets acquired
|
81
|
|
|
Liabilities assumed
|
|
||
Current liabilities
|
6
|
|
|
Other liabilities
|
2
|
|
|
Total liabilities assumed
|
8
|
|
|
Net assets acquired
|
$
|
73
|
|
Balance as of January 1, 2017
|
$
|
7,410
|
|
Goodwill related to current year acquisitions
|
619
|
|
|
Goodwill related to disposals
|
(5
|
)
|
|
Goodwill related to prior year acquisitions
|
(13
|
)
|
|
Foreign currency translation
|
347
|
|
|
Balance as of December 31, 2017
|
$
|
8,358
|
|
Goodwill related to current year acquisitions
|
38
|
|
|
Goodwill related to disposals
|
(2
|
)
|
|
Goodwill related to prior year acquisitions
|
4
|
|
|
Foreign currency translation
|
(227
|
)
|
|
Balance as of December 31, 2018
|
$
|
8,171
|
|
|
As of December 31
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
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
|
2,240
|
|
|
1,444
|
|
|
796
|
|
|
2,550
|
|
|
1,415
|
|
|
1,135
|
|
||||||
Tradenames
|
1,027
|
|
|
740
|
|
|
287
|
|
|
1,047
|
|
|
533
|
|
|
514
|
|
||||||
Technology and other
|
391
|
|
|
325
|
|
|
66
|
|
|
416
|
|
|
332
|
|
|
84
|
|
||||||
Total
|
$
|
3,658
|
|
|
$
|
2,509
|
|
|
$
|
1,149
|
|
|
$
|
4,013
|
|
|
$
|
2,280
|
|
|
$
|
1,733
|
|
|
|
Estimated Future Amortization
|
||
For the years ended
|
|
|||
2019
|
|
$
|
385
|
|
2020
|
|
219
|
|
|
2021
|
|
126
|
|
|
2022
|
|
84
|
|
|
2023
|
|
72
|
|
|
Thereafter
|
|
263
|
|
|
Total
|
|
$
|
1,149
|
|
As of December 31
|
2018
|
|
2017
|
||||
3.875% Senior Notes due December 2025
|
746
|
|
|
745
|
|
||
5.00% Senior Notes due September 2020
|
599
|
|
|
598
|
|
||
3.50% Senior Notes due June 2024
|
596
|
|
|
595
|
|
||
4.75% Senior Notes due May 2045
|
592
|
|
|
592
|
|
||
2.875% Senior Notes due May 2026 (EUR 500M)
|
562
|
|
|
587
|
|
||
4.60% Senior Notes due June 2044
|
544
|
|
|
544
|
|
||
8.205% Junior Subordinated Notes due January 2027
|
521
|
|
|
521
|
|
||
2.80% Senior Notes due March 2021
|
398
|
|
|
398
|
|
||
4.00% Senior Notes due November 2023
|
348
|
|
|
348
|
|
||
4.50% Senior Notes due December 2028
|
347
|
|
|
—
|
|
||
6.25% Senior Notes due September 2040
|
296
|
|
|
296
|
|
||
4.76% Senior Notes due March 2018 (CAD 375M)
|
—
|
|
|
296
|
|
||
4.45% Senior Notes due May 2043
|
246
|
|
|
246
|
|
||
4.25% Senior Notes due December 2042
|
198
|
|
|
197
|
|
||
Commercial paper
|
250
|
|
|
—
|
|
||
Other
|
1
|
|
|
3
|
|
||
Total debt
|
6,244
|
|
|
5,966
|
|
||
Less: Short-term and current portion of long-term debt
|
251
|
|
|
299
|
|
||
Total long-term debt
|
$
|
5,993
|
|
|
$
|
5,667
|
|
2019
|
$
|
251
|
|
2020
|
600
|
|
|
2021
|
400
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
5,095
|
|
|
Total Repayments
|
6,346
|
|
|
Unamortized discounts, premiums, and debt issuance costs
|
(102
|
)
|
|
Total Debt
|
$
|
6,244
|
|
As of December, 31
|
|
2018
|
|
2017
|
||||
Commercial paper outstanding
|
|
$
|
250
|
|
|
$
|
—
|
|
Years ended December 31
|
|
2018
|
|
2017
|
||||
Weighted average commercial paper outstanding
|
|
$
|
580
|
|
|
$
|
170
|
|
Weighted average interest rate of commercial paper outstanding
|
|
84
|
%
|
|
0.18
|
%
|
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Rental expense
|
$
|
374
|
|
|
$
|
377
|
|
|
$
|
358
|
|
Sub lease rental income
|
(45
|
)
|
|
(57
|
)
|
|
(52
|
)
|
|||
Net rental expense
|
$
|
329
|
|
|
$
|
320
|
|
|
$
|
306
|
|
Year Ended December 31, 2018
|
Gross rental commitments
|
|
Rentals from subleases
|
|
Net rental commitments
|
||||||
2019
|
$
|
303
|
|
|
$
|
(34
|
)
|
|
$
|
269
|
|
2020
|
253
|
|
|
(30
|
)
|
|
223
|
|
|||
2021
|
221
|
|
|
(30
|
)
|
|
191
|
|
|||
2022
|
182
|
|
|
(30
|
)
|
|
152
|
|
|||
2023
|
148
|
|
|
(12
|
)
|
|
136
|
|
|||
Thereafter
|
472
|
|
|
(5
|
)
|
|
467
|
|
|||
Total minimum payments required
|
$
|
1,579
|
|
|
$
|
(141
|
)
|
|
$
|
1,438
|
|
Years ended December 31
|
2018
|
2017
|
Total
|
||||||
Transition tax
(1)
|
$
|
36
|
|
$
|
264
|
|
$
|
300
|
|
Re-measurement of deferred tax balances
(2)
|
(8
|
)
|
86
|
|
78
|
|
|||
Indefinite reinvestment assertion
(3)
|
1
|
|
(5
|
)
|
(4
|
)
|
|||
Allocation of tax benefit from foreign tax credits
(4)
|
59
|
|
—
|
|
59
|
|
|||
Total income tax expense (benefit)
|
$
|
88
|
|
$
|
345
|
|
$
|
433
|
|
(1)
|
Reflects the Transition Tax on the post-1986 earnings and profits and related foreign tax credits of U.S.-owned foreign subsidiaries as of November 2, 2017 and December 31, 2017, whichever is higher.
|
(2)
|
Reflects the re-measurement of deferred tax assets and liabilities as a result of the reduction in the U.S. corporate income tax rate from 35% to 21%.
|
(3)
|
Reflects the accrual for local country income taxes, state income taxes and withholding taxes as a result of the change in its indefinite reinvestment assertion such that the Company is generally no longer indefinitely reinvested on the earnings subject to the Transition Tax.
|
(4)
|
Reflects the allocation of tax expense from discontinued operations to continuing operations related to the utilization of foreign tax credits in the tax year ended December 31, 2017. Without the income from discontinued operations, these foreign tax credits would have required a valuation allowance.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
U.K.
|
$
|
(240
|
)
|
|
$
|
(420
|
)
|
|
$
|
(201
|
)
|
U.S.
|
(601
|
)
|
|
(765
|
)
|
|
(329
|
)
|
|||
Other
|
2,087
|
|
|
1,870
|
|
|
1,931
|
|
|||
Total
|
$
|
1,246
|
|
|
$
|
685
|
|
|
$
|
1,401
|
|
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.K.
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
(54
|
)
|
U.S. federal
|
101
|
|
|
48
|
|
|
88
|
|
|||
U.S. state and local
|
35
|
|
|
18
|
|
|
7
|
|
|||
Other
|
214
|
|
|
201
|
|
|
207
|
|
|||
Total current tax expense
|
$
|
371
|
|
|
$
|
268
|
|
|
$
|
248
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
U.K.
|
$
|
19
|
|
|
$
|
(5
|
)
|
|
$
|
59
|
|
U.S. federal
|
(165
|
)
|
|
12
|
|
|
(110
|
)
|
|||
U.S. state and local
|
(56
|
)
|
|
(35
|
)
|
|
(9
|
)
|
|||
Other
|
(23
|
)
|
|
10
|
|
|
(40
|
)
|
|||
Total deferred tax benefit
|
$
|
(225
|
)
|
|
$
|
(18
|
)
|
|
$
|
(100
|
)
|
Total income tax expense
|
$
|
146
|
|
|
$
|
250
|
|
|
$
|
148
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
Statutory tax rate
|
19.0%
|
|
19.3%
|
|
20.0%
|
U.S. state income taxes, net of U.S. federal benefit
|
(0.4)
|
|
(1.5)
|
|
0.4
|
Taxes on international operations
(1)
|
(7.3)
|
|
(30.3)
|
|
(12.2)
|
Nondeductible expenses
|
2.7
|
|
3.4
|
|
1.4
|
Adjustments to prior year tax requirements
|
0.9
|
|
2.0
|
|
(1.2)
|
Adjustments to valuation allowances
|
3.8
|
|
(1.8)
|
|
(2.2)
|
Change in uncertain tax positions
|
0.9
|
|
1.6
|
|
3.2
|
Excess tax benefits related to shared based compensation
(2)
|
(3.6)
|
|
(8.0)
|
|
—
|
U.S. Tax Reform impact
(3)
|
7.1
|
|
51.2
|
|
—
|
Loss on disposition
|
(10.2)
|
|
—
|
|
—
|
Other — net
|
(1.2)
|
|
0.6
|
|
1.2
|
Effective tax rate
|
11.7%
|
|
36.5%
|
|
10.6%
|
(1)
|
The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of
19.0%
,
19.3%
and
20.0%
at December 31,
2018
,
2017
, and
2016
, respectively. The benefit to the Company’s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures and the tax holiday in Singapore. The impact decreased from 2017 to 2018 primarily as a result of the decrease in the U.S. federal tax rate.
|
(2)
|
With the adoption of ASU 2016-09 in 2017, excess tax benefits and deficiencies from share-based payment transactions are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Income.
|
(3)
|
The impact of the Tax Reform Act including the Transition Tax, the re-measurement of U.S. deferred tax assets and liabilities from 35% to 21%, withholding tax accruals, and the allocation of tax benefit between continuing operations and discontinued operations related to utilization of foreign tax credits.
|
As of December 31
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss, capital loss, interest, and tax credit carryforwards
|
$
|
563
|
|
|
$
|
362
|
|
Employee benefit plans
|
351
|
|
|
424
|
|
||
Other accrued expenses
|
98
|
|
|
65
|
|
||
Investment basis differences
|
28
|
|
|
35
|
|
||
Deferred revenue
|
29
|
|
|
20
|
|
||
Tradename liability
|
—
|
|
|
12
|
|
||
Lease and service guarantees
|
5
|
|
|
6
|
|
||
Brokerage fee arrangements
|
—
|
|
|
4
|
|
||
Other
|
46
|
|
|
49
|
|
||
Total
|
1,120
|
|
|
977
|
|
||
Valuation allowance on deferred tax assets
|
(171
|
)
|
|
(136
|
)
|
||
Total
|
$
|
949
|
|
|
$
|
841
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and property, plant and equipment
|
$
|
(310
|
)
|
|
$
|
(436
|
)
|
Deferred costs
|
(143
|
)
|
|
(32
|
)
|
||
Unremitted earnings
|
(30
|
)
|
|
(39
|
)
|
||
Unrealized foreign exchange gains
|
(26
|
)
|
|
(22
|
)
|
||
Other accrued expenses
|
(36
|
)
|
|
(12
|
)
|
||
Other
|
(24
|
)
|
|
(38
|
)
|
||
Total
|
$
|
(569
|
)
|
|
$
|
(579
|
)
|
Net deferred tax asset
|
$
|
380
|
|
|
$
|
262
|
|
As of December 31
|
2018
|
|
2017
|
||||
Deferred tax assets — non-current
|
$
|
561
|
|
|
$
|
389
|
|
Deferred tax liabilities — non-current
|
(181
|
)
|
|
(127
|
)
|
||
Net deferred tax asset
|
$
|
380
|
|
|
$
|
262
|
|
As of December 31
|
2018
|
|
2017
|
||||
U.K.
|
|
|
|
||||
Operating loss carryforwards
|
$
|
541
|
|
|
$
|
675
|
|
Capital loss carryforwards
|
400
|
|
|
415
|
|
||
Interest carryforwards
|
53
|
|
|
—
|
|
||
|
|
|
|
||||
U.S.
|
|
|
|
||||
Federal operating loss carryforwards
|
$
|
2
|
|
|
$
|
36
|
|
Federal capital loss carryforwards & carryback
|
367
|
|
|
—
|
|
||
Federal interest carryforwards
|
424
|
|
|
—
|
|
||
|
|
|
|
||||
State operating loss carryforwards
|
$
|
315
|
|
|
$
|
412
|
|
State capital loss carryforwards & carryback
|
221
|
|
|
—
|
|
||
State interest carryforwards
|
227
|
|
|
—
|
|
||
|
|
|
|
||||
Other Non-U.S.
|
|
|
|
||||
Operating loss carryforwards
|
$
|
369
|
|
|
$
|
392
|
|
Capital loss carryforwards
(1)
|
30
|
|
|
36
|
|
||
Interest carryforwards
(1)
|
186
|
|
|
196
|
|
(1)
|
Prior to 2018, interest carryforwards in non-U.S. jurisdictions were classified within capital loss carryforwards. As of December 31, 2017,
$196 million
was reclassified from capital loss carryforwards to interest carryforwards.
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
280
|
|
|
$
|
278
|
|
Additions based on tax positions related to the current year
|
18
|
|
|
25
|
|
||
Additions for tax positions of prior years
|
10
|
|
|
12
|
|
||
Reductions for tax positions of prior years
|
(24
|
)
|
|
(26
|
)
|
||
Settlements
|
—
|
|
|
(6
|
)
|
||
Business combinations
|
1
|
|
|
—
|
|
||
Lapse of statute of limitations
|
(6
|
)
|
|
(7
|
)
|
||
Foreign currency translation
|
—
|
|
|
4
|
|
||
Balance at December 31
|
$
|
279
|
|
|
$
|
280
|
|
|
|
Twelve months ended December 31
|
||||||
|
|
2018
|
|
2017
(1)
|
||||
Shares repurchased
|
|
10.0
|
|
|
18.0
|
|
||
Average price per share
|
|
$
|
143.94
|
|
|
$
|
133.67
|
|
Costs recorded to retained earnings
|
|
|
|
|
||||
Total repurchase cost
|
|
$
|
1,447
|
|
|
$
|
2,403
|
|
Additional associated costs
|
|
7
|
|
|
12
|
|
||
Total costs recorded to retained earnings
|
|
$
|
1,454
|
|
|
$
|
2,415
|
|
(1)
|
Included in the
18.0 million
shares repurchased during the twelve months ended December 31, 2017 were
0.1 million
shares that did not settle until January 2018. These shares were settled at an average price per share of
$134.41
and total cost of
$15.9 million
.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
|||
Basic weighted-average ordinary shares outstanding
|
245.2
|
|
|
258.5
|
|
|
268.1
|
|
Dilutive effect of potentially issuable shares
|
1.8
|
|
|
2.2
|
|
|
2.2
|
|
Diluted weighted-average ordinary shares outstanding
|
247.0
|
|
|
260.7
|
|
|
270.3
|
|
|
Change in Fair Value of Financial Instruments
(1)
|
|
Foreign Currency Translation Adjustments
|
|
Postretirement Benefit Obligation
(2)
|
|
Total
|
||||||||
Balance at January 1, 2016
|
$
|
(25
|
)
|
|
$
|
(771
|
)
|
|
$
|
(2,627
|
)
|
|
$
|
(3,423
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(25
|
)
|
|
(490
|
)
|
|
(276
|
)
|
|
(791
|
)
|
||||
Tax benefit (expense)
|
6
|
|
|
(3
|
)
|
|
74
|
|
|
77
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
(19
|
)
|
|
(493
|
)
|
|
(202
|
)
|
|
(714
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
10
|
|
|
—
|
|
|
322
|
|
|
332
|
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
—
|
|
|
(104
|
)
|
|
(107
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
7
|
|
|
—
|
|
|
218
|
|
|
225
|
|
||||
Net current period other comprehensive income (loss)
|
(12
|
)
|
|
(493
|
)
|
|
16
|
|
|
(489
|
)
|
||||
Balance at December 31, 2016
|
(37
|
)
|
|
(1,264
|
)
|
|
(2,611
|
)
|
|
(3,912
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
18
|
|
|
397
|
|
|
(220
|
)
|
|
195
|
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
(5
|
)
|
|
55
|
|
|
47
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
15
|
|
|
392
|
|
|
(165
|
)
|
|
242
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(2
|
)
|
|
(7
|
)
|
|
236
|
|
|
227
|
|
||||
Tax benefit (expense)
|
(1
|
)
|
|
—
|
|
|
(52
|
)
|
|
(53
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
(3
|
)
|
|
(7
|
)
|
|
184
|
|
|
174
|
|
||||
Net current period other comprehensive income (loss)
|
12
|
|
|
385
|
|
|
19
|
|
|
416
|
|
||||
Balance at December 31, 2017
|
(25
|
)
|
|
(879
|
)
|
|
(2,592
|
)
|
|
(3,496
|
)
|
||||
Adoption of new accounting guidance
(3)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at January 1, 2018
|
(26
|
)
|
|
(879
|
)
|
|
(2,592
|
)
|
|
(3,497
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(15
|
)
|
|
(437
|
)
|
|
(124
|
)
|
|
(576
|
)
|
||||
Tax benefit (expense)
|
18
|
|
|
(3
|
)
|
|
28
|
|
|
43
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
3
|
|
|
(440
|
)
|
|
(96
|
)
|
|
(533
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
11
|
|
|
—
|
|
|
146
|
|
|
157
|
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
—
|
|
|
(33
|
)
|
|
(36
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
8
|
|
|
—
|
|
|
113
|
|
|
121
|
|
||||
Net current period other comprehensive income (loss)
|
11
|
|
|
(440
|
)
|
|
17
|
|
|
(412
|
)
|
||||
Balance at December 31, 2018
|
$
|
(15
|
)
|
|
$
|
(1,319
|
)
|
|
$
|
(2,575
|
)
|
|
$
|
(3,909
|
)
|
(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 15 “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 Other income (expense).
|
(3)
|
Refer to Note 2 “Summary of Significant Accounting Principles and Practices ” for further information.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
98
|
|
|
$
|
105
|
|
|
$
|
121
|
|
U.K.
|
45
|
|
|
43
|
|
|
43
|
|
|||
Netherlands and Canada
|
25
|
|
|
25
|
|
|
27
|
|
|||
Total
|
$
|
168
|
|
|
$
|
173
|
|
|
$
|
191
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
(millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
4,893
|
|
|
$
|
4,874
|
|
|
$
|
3,155
|
|
|
$
|
2,902
|
|
|
$
|
1,401
|
|
|
$
|
1,227
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
109
|
|
|
123
|
|
|
99
|
|
|
96
|
|
|
27
|
|
|
26
|
|
||||||
Plan amendment
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(176
|
)
|
|
(496
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
(297
|
)
|
|
100
|
|
|
(221
|
)
|
|
309
|
|
|
(47
|
)
|
|
49
|
|
||||||
Benefit payments
|
(160
|
)
|
|
(146
|
)
|
|
(156
|
)
|
|
(152
|
)
|
|
(43
|
)
|
|
(39
|
)
|
||||||
Foreign currency impact
|
(253
|
)
|
|
438
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
138
|
|
||||||
At December 31
|
$
|
4,129
|
|
|
$
|
4,893
|
|
|
$
|
2,877
|
|
|
$
|
3,155
|
|
|
$
|
1,271
|
|
|
$
|
1,401
|
|
Accumulated benefit obligation at end of year
|
$
|
4,129
|
|
|
$
|
4,893
|
|
|
$
|
2,877
|
|
|
$
|
3,155
|
|
|
$
|
1,247
|
|
|
$
|
1,373
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
5,906
|
|
|
$
|
5,675
|
|
|
$
|
1,958
|
|
|
$
|
1,683
|
|
|
$
|
1,256
|
|
|
$
|
1,076
|
|
Actual return on plan assets
|
(125
|
)
|
|
274
|
|
|
(141
|
)
|
|
308
|
|
|
(19
|
)
|
|
70
|
|
||||||
Employer contributions
|
97
|
|
|
86
|
|
|
135
|
|
|
119
|
|
|
20
|
|
|
21
|
|
||||||
Settlements
|
(176
|
)
|
|
(496
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(160
|
)
|
|
(146
|
)
|
|
(156
|
)
|
|
(152
|
)
|
|
(43
|
)
|
|
(39
|
)
|
||||||
Foreign currency impact
|
(317
|
)
|
|
513
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
128
|
|
||||||
At December 31
|
$
|
5,225
|
|
|
$
|
5,906
|
|
|
$
|
1,796
|
|
|
$
|
1,958
|
|
|
$
|
1,155
|
|
|
$
|
1,256
|
|
Market related value at end of year
|
$
|
5,225
|
|
|
$
|
5,906
|
|
|
$
|
1,981
|
|
|
$
|
1,926
|
|
|
$
|
1,155
|
|
|
$
|
1,256
|
|
Amount recognized in Statement of Financial Position at December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
1,096
|
|
|
$
|
1,013
|
|
|
$
|
(1,081
|
)
|
|
$
|
(1,197
|
)
|
|
$
|
(116
|
)
|
|
$
|
(145
|
)
|
Unrecognized prior-service cost
|
30
|
|
|
19
|
|
|
3
|
|
|
5
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Unrecognized loss
|
1,106
|
|
|
1,217
|
|
|
1,705
|
|
|
1,701
|
|
|
440
|
|
|
459
|
|
||||||
Net amount recognized
|
$
|
2,232
|
|
|
$
|
2,249
|
|
|
$
|
627
|
|
|
$
|
509
|
|
|
$
|
317
|
|
|
$
|
307
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Prepaid benefit cost
(1)
|
$
|
1,113
|
|
|
$
|
1,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability - current
(2)
|
(1
|
)
|
|
(1
|
)
|
|
(46
|
)
|
|
(43
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Accrued benefit liability - non-current
(3)
|
(16
|
)
|
|
(20
|
)
|
|
(1,035
|
)
|
|
(1,154
|
)
|
|
(111
|
)
|
|
(140
|
)
|
||||||
Accumulated other comprehensive loss
|
1,136
|
|
|
1,236
|
|
|
1,708
|
|
|
1,706
|
|
|
433
|
|
|
452
|
|
||||||
Net amount recognized
|
$
|
2,232
|
|
|
$
|
2,249
|
|
|
$
|
627
|
|
|
$
|
509
|
|
|
$
|
317
|
|
|
$
|
307
|
|
(1)
|
Included in Prepaid pension
|
(2)
|
Included in Other current liabilities
|
(3)
|
Included in Pension, other postretirement, and postemployment liabilities
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Net loss
|
$
|
1,106
|
|
|
$
|
1,217
|
|
|
$
|
1,705
|
|
|
$
|
1,701
|
|
|
$
|
440
|
|
|
$
|
459
|
|
Prior service cost (income)
|
30
|
|
|
19
|
|
|
3
|
|
|
5
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Total
|
$
|
1,136
|
|
|
$
|
1,236
|
|
|
$
|
1,708
|
|
|
$
|
1,706
|
|
|
$
|
433
|
|
|
$
|
452
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
109
|
|
|
123
|
|
|
158
|
|
|
99
|
|
|
96
|
|
|
111
|
|
|
27
|
|
|
26
|
|
|
29
|
|
|||||||||
Expected return on plan assets, net of administration expenses
|
(192
|
)
|
|
(199
|
)
|
|
(243
|
)
|
|
(144
|
)
|
|
(140
|
)
|
|
(156
|
)
|
|
(45
|
)
|
|
(47
|
)
|
|
(48
|
)
|
|||||||||
Amortization of prior-service cost
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
28
|
|
|
31
|
|
|
31
|
|
|
59
|
|
|
50
|
|
|
50
|
|
|
12
|
|
|
11
|
|
|
10
|
|
|||||||||
Net periodic benefit (income) cost
|
(54
|
)
|
|
(44
|
)
|
|
(52
|
)
|
|
16
|
|
|
8
|
|
|
7
|
|
|
(6
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||||||||
Settlement expense
|
37
|
|
|
125
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total net periodic benefit cost (income)
|
$
|
(17
|
)
|
|
$
|
81
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
8
|
|
|
$
|
165
|
|
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
$
|
(9
|
)
|
|
U.K.
|
|
U.S.
(1)
|
|
Other
|
||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Discount rate
|
2.95%
|
|
2.63%
|
|
3.92 - 4.26%
|
|
3.27 - 3.61%
|
|
1.89 - 3.88%
|
|
1.78 - 3.39%
|
Rate of compensation increase
|
3.73 - 4.23%
|
|
3.70 - 4.20%
|
|
N/A
|
|
N/A
|
|
1.00 - 3.00%
|
|
1.00 - 3.00%
|
Underlying price inflation
|
1.88%
|
|
1.87%
|
|
N/A
|
|
N/A
|
|
2.00%
|
|
2.00%
|
(1)
|
U.S. pension plans are frozen and therefore not impacted by compensation increases or price inflation.
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Discount rate
|
2.63%
|
|
2.77%
|
|
3.96%
|
|
3.27 - 3.61%
|
|
3.53 - 4.11%
|
|
3.69 - 4.43%
|
|
1.78 - 3.39%
|
|
1.85 - 3.81%
|
|
2.43 - 3.96%
|
Expected return on plan assets, net of administration expenses
|
3.34%
|
|
3.36%
|
|
4.55%
|
|
7.71%
|
|
7.88%
|
|
7.81%
|
|
1.70 - 4.85%
|
|
2.68 - 5.15%
|
|
3.47 - 4.95%
|
Rate of compensation increase
|
3.70 - 4.20%
|
|
3.70 - 4.20%
|
|
3.63 - 4.13%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
1.00 - 3.00%
|
|
1.00 - 3.50%
|
|
2.00 - 3.50%
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2018
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
(1)
|
$
|
130
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
294
|
|
|
294
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
International
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International
(2)
|
235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Large cap domestic
(2)
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
(2)
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
(3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
||||
Government and agency bonds
|
126
|
|
|
95
|
|
|
31
|
|
|
—
|
|
||||
Asset-backed securities
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government and agency bonds
(2)
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds
(2)
|
322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate and REITs
(4)
|
78
|
|
|
78
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments
(2) (5)
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,796
|
|
|
$
|
687
|
|
|
$
|
130
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed-income derivatives.
|
(4)
|
Consists of exchange traded real estate investment trusts (“REITs”).
|
(5)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2017
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
(1)
|
$
|
56
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
313
|
|
|
313
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
International
|
90
|
|
|
90
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International
(2)
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Large cap domestic
(2)
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
(2)
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
(3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
||||
Government and agency bonds
|
148
|
|
|
114
|
|
|
34
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
(2)
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate and REITs
(4)
|
82
|
|
|
82
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments
(2) (5)
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,958
|
|
|
$
|
672
|
|
|
$
|
255
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed-income derivatives.
|
(4)
|
Consists of exchange traded REITs.
|
(5)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2018
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
(1)
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global
(2)
|
209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe
(2)
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
(3)
|
|
|
|
|
|
|
|
||||||||
Derivatives
(4)
|
(949
|
)
|
|
—
|
|
|
(949
|
)
|
|
—
|
|
||||
Fixed income securities
(5)
|
2,446
|
|
|
2,079
|
|
|
367
|
|
|
—
|
|
||||
Annuities
|
1,688
|
|
|
—
|
|
|
—
|
|
|
1,688
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(2)
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
(2)
|
850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
(2) (6)
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments
(2) (7)
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,225
|
|
|
$
|
2,175
|
|
|
$
|
(582
|
)
|
|
$
|
1,688
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives, including repurchase agreements.
|
(5)
|
Consists of corporate and government bonds.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2017
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
(1)
|
$
|
209
|
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global
(2)
|
401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe
(2)
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
(4)
|
(771
|
)
|
|
—
|
|
|
(771
|
)
|
|
—
|
|
||||
Fixed income securities
(5)
|
2,787
|
|
|
2,362
|
|
|
425
|
|
|
—
|
|
||||
Annuities
|
1,909
|
|
|
—
|
|
|
—
|
|
|
1,909
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
(2)
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
(2)
|
251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate
(2) (6)
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments
(2) (7)
|
911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,906
|
|
|
$
|
2,571
|
|
|
$
|
(346
|
)
|
|
$
|
1,909
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives, including repurchase agreements.
|
(5)
|
Consists of corporate and government bonds.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity, and hedge funds.
|
Fair Value Measurements Using Level 3 Inputs
|
Annuities
|
||
Balance at January 1, 2017
|
$
|
1,773
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2017
|
(66
|
)
|
|
Purchases, sales and settlements—net
|
45
|
|
|
Foreign exchange
|
157
|
|
|
Balance at December 31, 2017
|
1,909
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2018
|
(122
|
)
|
|
Purchases, sales and settlements—net
|
7
|
|
|
Foreign exchange
|
(106
|
)
|
|
Balance at December 31, 2018
|
$
|
1,688
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2018
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global
(1)
|
281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Derivatives
(2)
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities
(1)
|
766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives
(1)(2)
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments
(1) (3)
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
REITs
(1) (4)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,155
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
—
|
|
(1)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed-income derivatives.
|
(3)
|
Consists of limited partnerships, private equity, and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2017
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global
(1)
|
370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
North America
(1)
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities
(2)
|
211
|
|
|
—
|
|
|
211
|
|
|
—
|
|
||||
Derivatives
(2)
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities
(1)
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Alternative investments
(1) (3)
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
REITs
(1) (4)
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,256
|
|
|
$
|
11
|
|
|
$
|
251
|
|
|
$
|
—
|
|
(1)
|
Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed-income derivatives.
|
(3)
|
Consists of limited partnerships, private equity, and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
2019
|
|
$
|
137
|
|
|
$
|
178
|
|
|
$
|
42
|
|
2020
|
|
139
|
|
|
182
|
|
|
43
|
|
|||
2021
|
|
144
|
|
|
185
|
|
|
44
|
|
|||
2022
|
|
149
|
|
|
187
|
|
|
45
|
|
|||
2023
|
|
152
|
|
|
177
|
|
|
46
|
|
|||
2024 – 2028
|
|
795
|
|
|
879
|
|
|
248
|
|
|
2018
|
|
2017
|
||||
Accumulated projected benefit obligation
|
$
|
91
|
|
|
$
|
99
|
|
Fair value of plan assets
|
14
|
|
|
17
|
|
||
Funded status
|
(77
|
)
|
|
(82
|
)
|
||
Unrecognized prior-service credit
|
(1
|
)
|
|
(1
|
)
|
||
Unrecognized (gain) loss
|
(6
|
)
|
|
(3
|
)
|
||
Net amount recognized
|
$
|
(84
|
)
|
|
$
|
(86
|
)
|
|
2018
|
|
2017
|
|
2016
|
Net periodic benefit cost recognized (millions)
|
$3
|
|
$1
|
|
$5
|
Weighted-average discount rate used to determine future benefit obligations
|
3.91 - 4.26%
|
|
3.32 - 3.64%
|
|
3.71 - 4.15%
|
Weighted-average discount rate used to determine net periodic benefit costs
|
3.32 - 3.64%
|
|
3.71 - 4.15%
|
|
3.99 - 4.33%
|
•
|
To contribute
$5 million
to fund significant other postretirement benefit plans during
2019
.
|
•
|
Estimated future benefit payments will be approximately
$5 million
each year for
2019
through 2023, and
$25 million
in aggregate for 2024-2028.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted share units (“RSUs”)
|
$
|
186
|
|
|
$
|
182
|
|
|
$
|
176
|
|
Performance share awards ("PSAs")
|
143
|
|
|
127
|
|
|
120
|
|
|||
Employee share purchase plans
|
9
|
|
|
10
|
|
|
10
|
|
|||
Total share-based compensation expense
|
338
|
|
|
319
|
|
|
306
|
|
|||
Tax benefit
|
74
|
|
|
73
|
|
|
90
|
|
|||
Share-based compensation expense, net of tax
|
$
|
264
|
|
|
$
|
246
|
|
|
$
|
216
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Years ended December 31
|
Shares
|
|
Fair Value at Date of Grant
|
|
Shares
|
|
Fair Value at Date of Grant
|
|
Shares
|
|
Fair Value at Date of Grant
|
|||||||||
Non-vested at beginning of year
|
4,849
|
|
|
$
|
104
|
|
|
6,195
|
|
|
$
|
89
|
|
|
7,167
|
|
|
$
|
77
|
|
Granted
|
1,500
|
|
|
141
|
|
|
1,700
|
|
|
123
|
|
|
2,252
|
|
|
101
|
|
|||
Vested
|
(1,943
|
)
|
|
97
|
|
|
(2,407
|
)
|
|
82
|
|
|
(2,845
|
)
|
|
70
|
|
|||
Forfeited
|
(198
|
)
|
|
114
|
|
|
(639
|
)
|
|
93
|
|
|
(379
|
)
|
|
82
|
|
|||
Non-vested at end of year
|
4,208
|
|
|
$
|
120
|
|
|
4,849
|
|
|
$
|
104
|
|
|
6,195
|
|
|
$
|
89
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Target PSAs granted during period
|
564
|
|
|
548
|
|
|
750
|
|
|||
Weighted average fair value per share at date of grant
|
$
|
134
|
|
|
$
|
114
|
|
|
$
|
100
|
|
Number of shares that would be issued based on current performance levels
|
840
|
|
|
1,068
|
|
|
1,122
|
|
|||
Unamortized expense, based on current performance levels
|
$
|
81
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
Notional Amount
|
|
Net Amount of Derivative Assets Presented in the Statements of Financial Position
(1)
|
|
Net Amount of Derivative Liabilities Presented in the Statements of Financial Position
(2)
|
||||||||||||||||||
As of December 31
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounted for as hedges
|
$
|
646
|
|
|
$
|
701
|
|
|
$
|
17
|
|
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Not accounted for as hedges
(3)
|
269
|
|
|
254
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
3
|
|
||||||
Total
|
$
|
915
|
|
|
$
|
955
|
|
|
$
|
18
|
|
|
$
|
32
|
|
|
$
|
8
|
|
|
$
|
6
|
|
(1)
|
Included within Other current assets (
$3 million
in
2018
and
$9 million
in
2017
) or Other non-current assets (
$15 million
in
2018
and
$23 million
in
2017
).
|
(2)
|
Included within Other current liabilities (
$5 million
in
2018
and
$3 million
in
2017
) or Other non-current liabilities (
$3 million
in
2018
and
$3 million
in
2017
).
|
(3)
|
These contracts typically are for
30
-day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gain (Loss) recognized in Accumulated other comprehensive loss
|
|
$
|
(18
|
)
|
|
$
|
18
|
|
|
$
|
(25
|
)
|
|
|
|
|
|
|
|
||||||
Location of future reclassification from Accumulated other comprehensive loss
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
$
|
(5
|
)
|
|
$
|
12
|
|
|
$
|
8
|
|
Other general expenses
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
(13
|
)
|
Other income (expense)
(1)
|
|
$
|
(16
|
)
|
|
$
|
2
|
|
|
$
|
(20
|
)
|
(1)
|
With the adoption of new derivative guidance in 2019, gains (losses) on derivatives accounted for as hedges will be recognized in Total revenue in the Company’s Consolidated Statements of Income rather than Other income (expense). Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for additional details.
|
|
|
Years Ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Compensation and benefits
|
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
2
|
|
Other general expenses
|
|
(2
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Interest expense
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other income (expense)
|
|
(8
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|||
Total
|
|
$
|
(11
|
)
|
|
$
|
(1
|
)
|
|
$
|
(10
|
)
|
•
|
Level 1 — observable inputs such as quoted prices for identical assets in active markets;
|
•
|
Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2018
|
|
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)
|
$
|
1,759
|
|
|
$
|
1,759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Equity investments
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Derivatives
(2)
|
|
|
|
|
|
|
|
||||||||
Gross foreign exchange contracts
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
(2)
|
|
|
|
|
|
|
|
||||||||
Gross foreign exchange contracts
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
(1)
|
Included within Fiduciary assets or Short-term investments in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 15 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 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)
|
$
|
1,847
|
|
|
$
|
1,847
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Equity investments
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Derivatives
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross foreign exchange contracts
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
(2)
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross foreign exchange contracts
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
(1)
|
Included within Fiduciary assets or Short-term investments in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 15 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
2018
|
|
2017
|
||||||||||||
As of December 31
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
$
|
301
|
|
Long-term debt
|
$
|
5,993
|
|
|
$
|
6,159
|
|
|
$
|
5,667
|
|
|
$
|
6,267
|
|
Years ended December 31
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
||||||||||||
2018
|
$
|
588
|
|
|
$
|
288
|
|
|
$
|
44
|
|
|
$
|
58
|
|
|
$
|
101
|
|
|
$
|
97
|
|
2017
|
$
|
564
|
|
|
$
|
239
|
|
|
$
|
47
|
|
|
$
|
68
|
|
|
$
|
114
|
|
|
$
|
96
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,770
|
|
|
$
|
—
|
|
|
$
|
10,770
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
74
|
|
|
(1
|
)
|
|
6,030
|
|
|
—
|
|
|
6,103
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
484
|
|
|
—
|
|
|
484
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
370
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
593
|
|
|
—
|
|
|
593
|
|
|||||
Other general expenses (income)
|
|
4
|
|
|
64
|
|
|
1,432
|
|
|
—
|
|
|
1,500
|
|
|||||
Total operating expenses
|
|
78
|
|
|
63
|
|
|
9,085
|
|
|
—
|
|
|
9,226
|
|
|||||
Operating income (loss)
|
|
(78
|
)
|
|
(63
|
)
|
|
1,685
|
|
|
—
|
|
|
1,544
|
|
|||||
Interest income
|
|
—
|
|
|
58
|
|
|
—
|
|
|
(53
|
)
|
|
5
|
|
|||||
Interest expense
|
|
(203
|
)
|
|
(101
|
)
|
|
(27
|
)
|
|
53
|
|
|
(278
|
)
|
|||||
Intercompany interest income (expense)
|
|
15
|
|
|
(514
|
)
|
|
499
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
97
|
|
|
(399
|
)
|
|
302
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
9
|
|
|
(48
|
)
|
|
35
|
|
|
(21
|
)
|
|
(25
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(160
|
)
|
|
(1,067
|
)
|
|
2,494
|
|
|
(21
|
)
|
|
1,246
|
|
|||||
Income tax expense (benefit)
|
|
(60
|
)
|
|
(192
|
)
|
|
398
|
|
|
—
|
|
|
146
|
|
|||||
Net income (loss) from continuing operations
|
|
(100
|
)
|
|
(875
|
)
|
|
2,096
|
|
|
(21
|
)
|
|
1,100
|
|
|||||
Net Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(100
|
)
|
|
(875
|
)
|
|
2,170
|
|
|
(21
|
)
|
|
1,174
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,255
|
|
|
1,004
|
|
|
129
|
|
|
(2,388
|
)
|
|
—
|
|
|||||
Net income
|
|
1,155
|
|
|
129
|
|
|
2,299
|
|
|
(2,409
|
)
|
|
1,174
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,155
|
|
|
$
|
129
|
|
|
$
|
2,259
|
|
|
$
|
(2,409
|
)
|
|
$
|
1,134
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,998
|
|
|
$
|
—
|
|
|
$
|
9,998
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
150
|
|
|
26
|
|
|
5,827
|
|
|
—
|
|
|
6,003
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
|||||
Other general expenses (income)
|
|
12
|
|
|
(6
|
)
|
|
1,266
|
|
|
—
|
|
|
1,272
|
|
|||||
Total operating expenses
|
|
162
|
|
|
20
|
|
|
8,751
|
|
|
—
|
|
|
8,933
|
|
|||||
Operating income (loss)
|
|
(162
|
)
|
|
(20
|
)
|
|
1,247
|
|
|
—
|
|
|
1,065
|
|
|||||
Interest income
|
|
—
|
|
|
52
|
|
|
4
|
|
|
(29
|
)
|
|
27
|
|
|||||
Interest expense
|
|
(202
|
)
|
|
(94
|
)
|
|
(15
|
)
|
|
29
|
|
|
(282
|
)
|
|||||
Intercompany interest income (expense)
|
|
14
|
|
|
(543
|
)
|
|
529
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
247
|
|
|
(411
|
)
|
|
164
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(27
|
)
|
|
12
|
|
|
(128
|
)
|
|
18
|
|
|
(125
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(130
|
)
|
|
(1,004
|
)
|
|
1,801
|
|
|
18
|
|
|
685
|
|
|||||
Income tax expense (benefit)
|
|
(43
|
)
|
|
(110
|
)
|
|
403
|
|
|
—
|
|
|
250
|
|
|||||
Net income (loss) from continuing operations
|
|
(87
|
)
|
|
(894
|
)
|
|
1,398
|
|
|
18
|
|
|
435
|
|
|||||
Net Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
828
|
|
|
—
|
|
|
828
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(87
|
)
|
|
(894
|
)
|
|
2,226
|
|
|
18
|
|
|
1,263
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,295
|
|
|
1,121
|
|
|
227
|
|
|
(2,643
|
)
|
|
—
|
|
|||||
Net income
|
|
1,208
|
|
|
227
|
|
|
2,453
|
|
|
(2,625
|
)
|
|
1,263
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,208
|
|
|
$
|
227
|
|
|
$
|
2,416
|
|
|
$
|
(2,625
|
)
|
|
$
|
1,226
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,409
|
|
|
$
|
—
|
|
|
$
|
9,409
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
130
|
|
|
6
|
|
|
5,378
|
|
|
—
|
|
|
5,514
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
386
|
|
|
—
|
|
|
386
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
343
|
|
|
—
|
|
|
343
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|||||
Amortization and impairment of intangible assets
|
|
|
|
—
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||||
Other general expenses (income)
|
|
—
|
|
|
2
|
|
|
1,034
|
|
|
—
|
|
|
1,036
|
|
|||||
Total operating expenses
|
|
130
|
|
|
8
|
|
|
7,460
|
|
|
—
|
|
|
7,598
|
|
|||||
Operating income (loss)
|
|
(130
|
)
|
|
(8
|
)
|
|
1,949
|
|
|
—
|
|
|
1,811
|
|
|||||
Interest income
|
|
—
|
|
|
16
|
|
|
22
|
|
|
(29
|
)
|
|
9
|
|
|||||
Interest expense
|
|
(196
|
)
|
|
(101
|
)
|
|
(14
|
)
|
|
29
|
|
|
(282
|
)
|
|||||
Intercompany interest income (expense)
|
|
14
|
|
|
(541
|
)
|
|
527
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
274
|
|
|
(361
|
)
|
|
87
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
15
|
|
|
(170
|
)
|
|
36
|
|
|
(18
|
)
|
|
(137
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(23
|
)
|
|
(1,165
|
)
|
|
2,607
|
|
|
(18
|
)
|
|
1,401
|
|
|||||
Income tax expense (benefit)
|
|
(55
|
)
|
|
(325
|
)
|
|
528
|
|
|
—
|
|
|
148
|
|
|||||
Net income (loss) from continuing operations
|
|
32
|
|
|
(840
|
)
|
|
2,079
|
|
|
(18
|
)
|
|
1,253
|
|
|||||
Net Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
177
|
|
|
—
|
|
|
177
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
32
|
|
|
(840
|
)
|
|
2,256
|
|
|
(18
|
)
|
|
1,430
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,382
|
|
|
1,249
|
|
|
409
|
|
|
(3,040
|
)
|
|
—
|
|
|||||
Net income
|
|
1,414
|
|
|
409
|
|
|
2,665
|
|
|
(3,058
|
)
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,414
|
|
|
$
|
409
|
|
|
$
|
2,631
|
|
|
$
|
(3,058
|
)
|
|
$
|
1,396
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,155
|
|
|
$
|
129
|
|
|
$
|
2,299
|
|
|
$
|
(2,409
|
)
|
|
$
|
1,174
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,155
|
|
|
129
|
|
|
2,259
|
|
|
(2,409
|
)
|
|
1,134
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(465
|
)
|
|
21
|
|
|
(444
|
)
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
(2
|
)
|
|
19
|
|
|
—
|
|
|
17
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
(2
|
)
|
|
(435
|
)
|
|
21
|
|
|
(416
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(433
|
)
|
|
(415
|
)
|
|
(417
|
)
|
|
1,265
|
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(433
|
)
|
|
(417
|
)
|
|
(848
|
)
|
|
1,286
|
|
|
(412
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
722
|
|
|
$
|
(288
|
)
|
|
$
|
1,411
|
|
|
$
|
(1,123
|
)
|
|
$
|
722
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,208
|
|
|
$
|
227
|
|
|
$
|
2,453
|
|
|
$
|
(2,625
|
)
|
|
$
|
1,263
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,208
|
|
|
227
|
|
|
2,416
|
|
|
(2,625
|
)
|
|
1,226
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
408
|
|
|
(18
|
)
|
|
390
|
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
(101
|
)
|
|
120
|
|
|
—
|
|
|
19
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
(98
|
)
|
|
537
|
|
|
(18
|
)
|
|
421
|
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
434
|
|
|
515
|
|
|
417
|
|
|
(1,366
|
)
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
434
|
|
|
417
|
|
|
949
|
|
|
(1,384
|
)
|
|
416
|
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
1,642
|
|
|
$
|
644
|
|
|
$
|
3,365
|
|
|
$
|
(4,009
|
)
|
|
$
|
1,642
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,414
|
|
|
$
|
409
|
|
|
$
|
2,665
|
|
|
$
|
(3,058
|
)
|
|
$
|
1,430
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,414
|
|
|
409
|
|
|
2,631
|
|
|
(3,058
|
)
|
|
1,396
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
(1
|
)
|
|
(11
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Foreign currency translation adjustments
|
|
(2
|
)
|
|
21
|
|
|
(532
|
)
|
|
18
|
|
|
(495
|
)
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
68
|
|
|
(52
|
)
|
|
—
|
|
|
16
|
|
|||||
Total other comprehensive income (loss)
|
|
(2
|
)
|
|
88
|
|
|
(595
|
)
|
|
18
|
|
|
(491
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(505
|
)
|
|
(547
|
)
|
|
(459
|
)
|
|
1,511
|
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(507
|
)
|
|
(459
|
)
|
|
(1,052
|
)
|
|
1,529
|
|
|
(489
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
907
|
|
|
$
|
(50
|
)
|
|
$
|
1,579
|
|
|
$
|
(1,529
|
)
|
|
$
|
907
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
575
|
|
|
$
|
(781
|
)
|
|
$
|
656
|
|
Short-term investments
|
|
—
|
|
|
56
|
|
|
116
|
|
|
—
|
|
|
172
|
|
|||||
Receivables, net
|
|
—
|
|
|
—
|
|
|
2,760
|
|
|
—
|
|
|
2,760
|
|
|||||
Fiduciary assets
|
|
—
|
|
|
—
|
|
|
10,166
|
|
|
—
|
|
|
10,166
|
|
|||||
Intercompany receivables
|
|
191
|
|
|
897
|
|
|
11,454
|
|
|
(12,542
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
16
|
|
|
602
|
|
|
—
|
|
|
618
|
|
|||||
Total current assets
|
|
191
|
|
|
1,831
|
|
|
25,673
|
|
|
(13,323
|
)
|
|
14,372
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
8,171
|
|
|
—
|
|
|
8,171
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
1,149
|
|
|||||
Fixed assets, net
|
|
—
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
588
|
|
|||||
Deferred tax assets
|
|
94
|
|
|
467
|
|
|
144
|
|
|
(144
|
)
|
|
561
|
|
|||||
Intercompany receivables
|
|
403
|
|
|
261
|
|
|
7,405
|
|
|
(8,069
|
)
|
|
—
|
|
|||||
Prepaid pension
|
|
—
|
|
|
5
|
|
|
1,128
|
|
|
—
|
|
|
1,133
|
|
|||||
Other non-current assets
|
|
1
|
|
|
30
|
|
|
417
|
|
|
—
|
|
|
448
|
|
|||||
Investment in subsidiary
|
|
8,433
|
|
|
19,065
|
|
|
(897
|
)
|
|
(26,601
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
9,122
|
|
|
$
|
21,659
|
|
|
$
|
43,778
|
|
|
$
|
(48,137
|
)
|
|
$
|
26,422
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
274
|
|
|
$
|
70
|
|
|
$
|
2,380
|
|
|
$
|
(781
|
)
|
|
$
|
1,943
|
|
Short-term debt and current portion of long-term debt
|
|
250
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
251
|
|
|||||
Fiduciary liabilities
|
|
—
|
|
|
—
|
|
|
10,166
|
|
|
—
|
|
|
10,166
|
|
|||||
Intercompany payables
|
|
213
|
|
|
11,695
|
|
|
634
|
|
|
(12,542
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
69
|
|
|
867
|
|
|
—
|
|
|
936
|
|
|||||
Total current liabilities
|
|
737
|
|
|
11,834
|
|
|
14,048
|
|
|
(13,323
|
)
|
|
13,296
|
|
|||||
Long-term debt
|
|
4,231
|
|
|
1,762
|
|
|
—
|
|
|
—
|
|
|
5,993
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
325
|
|
|
(144
|
)
|
|
181
|
|
|||||
Pension, other postretirement and other post-employment liabilities
|
|
—
|
|
|
1,275
|
|
|
361
|
|
|
—
|
|
|
1,636
|
|
|||||
Intercompany payables
|
|
—
|
|
|
7,570
|
|
|
499
|
|
|
(8,069
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
|
3
|
|
|
115
|
|
|
979
|
|
|
—
|
|
|
1,097
|
|
|||||
Total liabilities
|
|
4,971
|
|
|
22,556
|
|
|
16,212
|
|
|
(21,536
|
)
|
|
22,203
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Aon shareholders' equity
|
|
4,151
|
|
|
(897
|
)
|
|
27,498
|
|
|
(26,601
|
)
|
|
4,151
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Total equity
|
|
4,151
|
|
|
(897
|
)
|
|
27,566
|
|
|
(26,601
|
)
|
|
4,219
|
|
|||||
Total liabilities and equity
|
|
$
|
9,122
|
|
|
$
|
21,659
|
|
|
$
|
43,778
|
|
|
$
|
(48,137
|
)
|
|
$
|
26,422
|
|
|
|
As of December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1
|
|
|
$
|
2,524
|
|
|
$
|
793
|
|
|
$
|
(2,562
|
)
|
|
$
|
756
|
|
Short-term investments
|
|
—
|
|
|
355
|
|
|
174
|
|
|
—
|
|
|
529
|
|
|||||
Receivables, net
|
|
—
|
|
|
2
|
|
|
2,476
|
|
|
—
|
|
|
2,478
|
|
|||||
Fiduciary assets
|
|
—
|
|
|
—
|
|
|
9,625
|
|
|
—
|
|
|
9,625
|
|
|||||
Intercompany receivables
|
|
165
|
|
|
1,046
|
|
|
10,824
|
|
|
(12,035
|
)
|
|
—
|
|
|||||
Other current assets
|
|
1
|
|
|
29
|
|
|
259
|
|
|
—
|
|
|
289
|
|
|||||
Total current assets
|
|
167
|
|
|
3,956
|
|
|
24,151
|
|
|
(14,597
|
)
|
|
13,677
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
8,358
|
|
|
—
|
|
|
8,358
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
1,733
|
|
|
—
|
|
|
1,733
|
|
|||||
Fixed assets, net
|
|
—
|
|
|
—
|
|
|
564
|
|
|
—
|
|
|
564
|
|
|||||
Deferred tax assets
|
|
99
|
|
|
396
|
|
|
143
|
|
|
(249
|
)
|
|
389
|
|
|||||
Intercompany receivables
|
|
414
|
|
|
261
|
|
|
8,232
|
|
|
(8,907
|
)
|
|
—
|
|
|||||
Prepaid pension
|
|
—
|
|
|
6
|
|
|
1,054
|
|
|
—
|
|
|
1,060
|
|
|||||
Other non-current assets
|
|
1
|
|
|
35
|
|
|
271
|
|
|
—
|
|
|
307
|
|
|||||
Investment in subsidiary
|
|
8,884
|
|
|
17,799
|
|
|
(91
|
)
|
|
(26,592
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
9,565
|
|
|
$
|
22,453
|
|
|
$
|
44,415
|
|
|
$
|
(50,345
|
)
|
|
$
|
26,088
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
574
|
|
|
$
|
36
|
|
|
$
|
3,913
|
|
|
$
|
(2,562
|
)
|
|
$
|
1,961
|
|
Short-term debt and current portion of long-term debt
|
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|||||
Fiduciary liabilities
|
|
—
|
|
|
—
|
|
|
9,625
|
|
|
—
|
|
|
9,625
|
|
|||||
Intercompany payables
|
|
130
|
|
|
11,149
|
|
|
756
|
|
|
(12,035
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
16
|
|
|
64
|
|
|
790
|
|
|
—
|
|
|
870
|
|
|||||
Total current liabilities
|
|
720
|
|
|
11,249
|
|
|
15,383
|
|
|
(14,597
|
)
|
|
12,755
|
|
|||||
Long-term debt
|
|
4,251
|
|
|
1,415
|
|
|
1
|
|
|
—
|
|
|
5,667
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
376
|
|
|
(249
|
)
|
|
127
|
|
|||||
Pension, other postretirement and other post-employment liabilities
|
|
—
|
|
|
1,391
|
|
|
398
|
|
|
—
|
|
|
1,789
|
|
|||||
Intercompany payables
|
|
—
|
|
|
8,398
|
|
|
509
|
|
|
(8,907
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
|
11
|
|
|
91
|
|
|
1,000
|
|
|
—
|
|
|
1,102
|
|
|||||
Total liabilities
|
|
4,982
|
|
|
22,544
|
|
|
17,667
|
|
|
(23,753
|
)
|
|
21,440
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Aon shareholders' equity
|
|
4,583
|
|
|
(91
|
)
|
|
26,683
|
|
|
(26,592
|
)
|
|
4,583
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|||||
Total equity
|
|
4,583
|
|
|
(91
|
)
|
|
26,748
|
|
|
(26,592
|
)
|
|
4,648
|
|
|||||
Total liabilities and equity
|
|
$
|
9,565
|
|
|
$
|
22,453
|
|
|
$
|
44,415
|
|
|
$
|
(50,345
|
)
|
|
$
|
26,088
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities - continuing operations
|
|
$
|
1,575
|
|
|
$
|
3
|
|
|
$
|
3,608
|
|
|
$
|
(3,500
|
)
|
|
$
|
1,686
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) operating activities
|
|
1,575
|
|
|
3
|
|
|
3,608
|
|
|
(3,500
|
)
|
|
1,686
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
—
|
|
|
24
|
|
|
955
|
|
|
(908
|
)
|
|
71
|
|
|||||
Payments for investments
|
|
(13
|
)
|
|
(47
|
)
|
|
(33
|
)
|
|
13
|
|
|
(80
|
)
|
|||||
Net purchases (sales) of short-term investments - non-fiduciary
|
|
—
|
|
|
299
|
|
|
49
|
|
|
—
|
|
|
348
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
|||||
Cash provided by (used for) investing activities - continuing operations
|
|
(13
|
)
|
|
276
|
|
|
663
|
|
|
(895
|
)
|
|
31
|
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) investing activities
|
|
(13
|
)
|
|
276
|
|
|
663
|
|
|
(895
|
)
|
|
31
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(1,470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,470
|
)
|
|||||
Advances from (to) affiliates
|
|
156
|
|
|
(2,291
|
)
|
|
(4,041
|
)
|
|
6,176
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||
Issuance of debt
|
|
1,723
|
|
|
4,028
|
|
|
3
|
|
|
—
|
|
|
5,754
|
|
|||||
Repayment of debt
|
|
(1,441
|
)
|
|
(3,678
|
)
|
|
(298
|
)
|
|
—
|
|
|
(5,417
|
)
|
|||||
Cash dividends to shareholders
|
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Cash provided by (used for) financing activities - continuing operations
|
|
(1,563
|
)
|
|
(1,941
|
)
|
|
(4,371
|
)
|
|
6,176
|
|
|
(1,699
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) financing activities
|
|
(1,563
|
)
|
|
(1,941
|
)
|
|
(4,371
|
)
|
|
6,176
|
|
|
(1,699
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
(1
|
)
|
|
(1,662
|
)
|
|
(218
|
)
|
|
1,781
|
|
|
(100
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
|
1
|
|
|
2,524
|
|
|
793
|
|
|
(2,562
|
)
|
|
756
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
575
|
|
|
$
|
(781
|
)
|
|
$
|
656
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities - continuing operations
|
|
$
|
2,787
|
|
|
$
|
503
|
|
|
$
|
2,010
|
|
|
$
|
(4,631
|
)
|
|
$
|
669
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|||||
Cash provided by (used for) operating activities
|
|
2,787
|
|
|
503
|
|
|
2,075
|
|
|
(4,631
|
)
|
|
734
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
224
|
|
|
587
|
|
|
582
|
|
|
(1,325
|
)
|
|
68
|
|
|||||
Payments for investments
|
|
(261
|
)
|
|
(29
|
)
|
|
(576
|
)
|
|
802
|
|
|
(64
|
)
|
|||||
Net purchases (sales) of short-term investments - non-fiduciary
|
|
—
|
|
|
(215
|
)
|
|
(17
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(1,029
|
)
|
|
—
|
|
|
(1,029
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
4,246
|
|
|
—
|
|
|
4,246
|
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|||||
Cash provided by (used for) investing activities - continuing operations
|
|
(37
|
)
|
|
343
|
|
|
3,023
|
|
|
(523
|
)
|
|
2,806
|
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Cash provided by (used for) investing activities
|
|
(37
|
)
|
|
343
|
|
|
3,004
|
|
|
(523
|
)
|
|
2,787
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(2,399
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,399
|
)
|
|||||
Advances from (to) affiliates
|
|
426
|
|
|
95
|
|
|
(4,975
|
)
|
|
4,454
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||
Issuance of debt
|
|
544
|
|
|
1,100
|
|
|
10
|
|
|
—
|
|
|
1,654
|
|
|||||
Repayment of debt
|
|
(835
|
)
|
|
(1,150
|
)
|
|
(14
|
)
|
|
—
|
|
|
(1,999
|
)
|
|||||
Cash dividends to shareholders
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Cash provided by (used for) financing activities - continuing operations
|
|
(2,749
|
)
|
|
45
|
|
|
(5,015
|
)
|
|
4,454
|
|
|
(3,265
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) financing activities
|
|
(2,749
|
)
|
|
45
|
|
|
(5,015
|
)
|
|
4,454
|
|
|
(3,265
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
1
|
|
|
891
|
|
|
133
|
|
|
(700
|
)
|
|
325
|
|
|||||
Cash and cash equivalents at beginning of year
(1)
|
|
—
|
|
|
1,633
|
|
|
660
|
|
|
(1,862
|
)
|
|
431
|
|
|||||
Cash and cash equivalents at end of year
(2)
|
|
$
|
1
|
|
|
$
|
2,524
|
|
|
$
|
793
|
|
|
$
|
(2,562
|
)
|
|
$
|
756
|
|
(1)
|
Includes
$5 million
of discontinued operations at December 31, 2016.
|
(2)
|
Includes
$0 million
of discontinued operations at December 31, 2017
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities - continuing operations
|
|
$
|
2,705
|
|
|
$
|
(536
|
)
|
|
$
|
2,768
|
|
|
$
|
(3,108
|
)
|
|
$
|
1,829
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
497
|
|
|
—
|
|
|
497
|
|
|||||
Cash provided by (used for) operating activities
|
|
2,705
|
|
|
(536
|
)
|
|
3,265
|
|
|
(3,108
|
)
|
|
2,326
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
—
|
|
|
316
|
|
|
15
|
|
|
(288
|
)
|
|
43
|
|
|||||
Payments for investments
|
|
—
|
|
|
(35
|
)
|
|
(29
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Net purchases (sales) of short-term investments - non-fiduciary
|
|
—
|
|
|
70
|
|
|
(9
|
)
|
|
—
|
|
|
61
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(335
|
)
|
|
(608
|
)
|
|
64
|
|
|
(879
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
171
|
|
|
(64
|
)
|
|
107
|
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|||||
Cash provided by (used for) investing activities - continuing operations
|
|
—
|
|
|
16
|
|
|
(616
|
)
|
|
(288
|
)
|
|
(888
|
)
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||||
Cash provided by (used for) investing activities
|
|
—
|
|
|
16
|
|
|
(682
|
)
|
|
(288
|
)
|
|
(954
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Advances from (to) affiliates
|
|
(2,008
|
)
|
|
570
|
|
|
(3,037
|
)
|
|
4,475
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Issuance of debt
|
|
1,879
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
3,467
|
|
|||||
Repayment of debt
|
|
(845
|
)
|
|
(2,088
|
)
|
|
(12
|
)
|
|
—
|
|
|
(2,945
|
)
|
|||||
Cash dividends to shareholders
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|||||
Cash provided by (used for) financing activities - continuing operations
|
|
(2,705
|
)
|
|
70
|
|
|
(3,126
|
)
|
|
4,475
|
|
|
(1,286
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) financing activities
|
|
(2,705
|
)
|
|
70
|
|
|
(3,126
|
)
|
|
4,475
|
|
|
(1,286
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(450
|
)
|
|
(582
|
)
|
|
1,079
|
|
|
47
|
|
|||||
Cash and cash equivalents at beginning of year
(1)
|
|
—
|
|
|
2,083
|
|
|
1,242
|
|
|
(2,941
|
)
|
|
384
|
|
|||||
Cash and cash equivalents at end of year
(2)
|
|
$
|
—
|
|
|
$
|
1,633
|
|
|
$
|
660
|
|
|
$
|
(1,862
|
)
|
|
$
|
431
|
|
(1)
|
Includes
$2 million
of discontinued operations at December 31, 2015.
|
(2)
|
Includes
$5 million
of discontinued operations at December 31, 2016
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2018
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
3,090
|
|
|
$
|
2,561
|
|
|
$
|
2,349
|
|
|
$
|
2,770
|
|
|
$
|
10,770
|
|
Operating income
|
799
|
|
|
(16
|
)
|
|
262
|
|
|
499
|
|
|
1,544
|
|
|||||
Net income from continuing operations
|
604
|
|
|
57
|
|
|
155
|
|
|
284
|
|
|
1,100
|
|
|||||
Income from discontinued operations, net of tax
|
6
|
|
|
1
|
|
|
(2
|
)
|
|
69
|
|
|
74
|
|
|||||
Net income
|
610
|
|
|
58
|
|
|
153
|
|
|
353
|
|
|
1,174
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
16
|
|
|
10
|
|
|
6
|
|
|
8
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
594
|
|
|
$
|
48
|
|
|
$
|
147
|
|
|
$
|
345
|
|
|
$
|
1,134
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.37
|
|
|
$
|
0.19
|
|
|
$
|
0.61
|
|
|
$
|
1.14
|
|
|
$
|
4.32
|
|
Discontinued operations
|
0.02
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.28
|
|
|
0.30
|
|
|||||
Net income
|
$
|
2.39
|
|
|
$
|
0.20
|
|
|
$
|
0.60
|
|
|
$
|
1.42
|
|
|
$
|
4.62
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.35
|
|
|
$
|
0.19
|
|
|
$
|
0.61
|
|
|
$
|
1.13
|
|
|
$
|
4.29
|
|
Discontinued operations
|
0.02
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.28
|
|
|
0.30
|
|
|||||
Net income
|
$
|
2.37
|
|
|
$
|
0.19
|
|
|
$
|
0.60
|
|
|
$
|
1.41
|
|
|
$
|
4.59
|
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2017
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
2,381
|
|
|
$
|
2,368
|
|
|
$
|
2,340
|
|
|
$
|
2,909
|
|
|
$
|
9,998
|
|
Operating income
|
335
|
|
|
(127
|
)
|
|
256
|
|
|
601
|
|
|
1,065
|
|
|||||
Net income from continuing operations
|
265
|
|
|
(43
|
)
|
|
196
|
|
|
17
|
|
|
435
|
|
|||||
Income from discontinued operations, net of tax
|
40
|
|
|
821
|
|
|
(4
|
)
|
|
(29
|
)
|
|
828
|
|
|||||
Net income
|
305
|
|
|
778
|
|
|
192
|
|
|
(12
|
)
|
|
1,263
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
14
|
|
|
9
|
|
|
7
|
|
|
7
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
291
|
|
|
$
|
769
|
|
|
$
|
185
|
|
|
$
|
(19
|
)
|
|
$
|
1,226
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.95
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.74
|
|
|
$
|
0.04
|
|
|
$
|
1.54
|
|
Discontinued operations
|
0.15
|
|
|
3.13
|
|
|
(0.02
|
)
|
|
(0.12
|
)
|
|
3.20
|
|
|||||
Net income
|
$
|
1.10
|
|
|
$
|
2.93
|
|
|
$
|
0.72
|
|
|
$
|
(0.08
|
)
|
|
$
|
4.74
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
0.94
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.73
|
|
|
$
|
0.04
|
|
|
$
|
1.53
|
|
Discontinued operations
|
0.15
|
|
|
3.13
|
|
|
(0.01
|
)
|
|
(0.11
|
)
|
|
3.17
|
|
|||||
Net income
|
$
|
1.09
|
|
|
$
|
2.93
|
|
|
$
|
0.72
|
|
|
$
|
(0.07
|
)
|
|
$
|
4.70
|
|
(a)
|
(1) and (2). The following documents have been included in Part II, Item 8.
|
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements
|
|
|
Consolidated Statements of Financial Position — As of December 31, 2017 and 2016
|
|
|
Consolidated Statements of Income — Years Ended December 31, 2017, 2016 and 2015
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2017, 2016 and 2015
|
|
|
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2017, 2016 and 2015
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2017, 2016 and 2015
|
|
|
Notes to Consolidated Financial Statements
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting
|
(a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K)
|
|||
|
|
||
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
|
||
|
|
|
|
|
|
2.1*
|
|
|
|
|
|
|
Articles of Association.
|
||
|
|
|
|
|
|
3.1*
|
|
|
|
|
|
|
Instruments Defining the Rights of Security Holders, Including Indentures.
|
||
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
|
|
4.2*
|
Capital Securities Guarantee Agreement dated as of January 13, 1997 between Aon and The Bank of New York, as Guarantee Trustee — incorporated by reference to Exhibit 4.8 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997.
|
|
|
|
|
|
|
4.3*
|
Capital Securities Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.10 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997.
|
|
|
|
|
|
|
4.4*
|
Debenture Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.11 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997.
|
|
|
|
|
|
|
4.5*
|
Guarantee Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.12 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997.
|
|
|
|
|
|
|
4.6*
|
|
|
|
|
|
|
|
4.7*
|
|
|
|
|
|
|
|
4.8*
|
|
|
|
|
|
|
|
4.9*
|
|
|
|
|
|
|
|
4.10*
|
|
|
|
|
|
|
|
4.11*
|
|
|
|
|
|
|
|
4.12*
|
|
|
|
|
|
|
|
4.13*
|
|
|
|
|
|
|
|
4.14*
|
|
|
|
|
|
|
|
4.15*
|
|
|
|
|
|
|
|
4.16*
|
|
|
|
|
|
|
|
4.17*
|
|
|
|
|
|
|
|
4.18*
|
|
|
|
|
|
|
|
4.19*
|
|
|
|
|
|
|
|
4.20*
|
|
|
|
|
|
|
|
4.21*
|
|
|
|
|
|
|
|
4.22*
|
|
|
|
|
|
|
|
4.23*
|
|
|
|
|
|
|
|
4.24*
|
|
|
|
|
|
|
Material Contracts.
|
||
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
|
|
10.6*
|
|
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
|
|
10.9*#
|
|
|
|
|
|
|
|
10.10*#
|
|
|
|
|
|
|
|
10.11*#
|
|
|
|
|
|
|
|
10.12*#
|
|
|
|
|
|
|
|
10.13*#
|
|
|
|
|
|
|
|
10.14*#
|
|
|
|
|
|
|
|
10.15*#
|
|
|
|
|
|
|
|
10.16*#
|
|
|
|
|
|
|
|
10.17*#
|
|
|
|
|
|
|
|
10.18*#
|
|
|
|
|
|
|
|
10.19*#
|
|
|
|
|
|
|
|
10.20*#
|
|
|
|
|
|
|
|
10.21*#
|
|
|
|
|
|
|
|
10.22*#
|
|
|
|
|
|
|
|
10.23*#
|
|
|
|
|
|
|
|
10.24*#
|
|
|
|
|
|
|
|
10.25*#
|
|
|
|
|
|
|
|
10.26*#
|
|
|
|
|
|
|
|
10.27*#
|
|
|
|
|
|
|
|
10.28*#
|
|
|
|
|
|
|
|
10.29*#
|
|
|
|
|
|
|
|
10.30*#
|
|
|
|
|
|
|
|
10.31*#
|
|
|
|
|
|
|
|
10.32*#
|
|
|
|
|
|
|
|
10.33*#
|
|
|
|
|
|
|
|
10.34*#
|
|
|
|
|
|
|
|
10.35*#
|
|
|
|
|
|
|
|
10.36*#
|
|
|
|
|
|
|
|
10.37*#
|
|
|
|
|
|
|
|
10.38*#
|
|
|
|
|
|
|
|
10.39*#
|
|
|
|
|
|
|
|
10.40*#
|
|
|
|
|
|
|
|
10.41*#
|
|
|
|
|
|
|
|
10.42*#
|
|
|
|
|
|
|
|
10.43*#
|
|
|
|
|
|
|
|
10.44*#
|
|
|
|
|
|
|
|
10.45*#
|
|
|
|
|
|
|
|
10.46*#
|
|
|
|
|
|
|
|
10.47*#
|
|
|
|
|
|
|
|
10.48*#
|
|
|
|
|
|
|
|
10.49*#
|
|
|
|
|
|
|
|
10.50*#
|
|
|
|
|
|
|
|
10.51*#
|
|
|
|
|
|
|
|
10.52*#
|
|
|
|
|
|
|
|
10.53*#
|
|
|
|
|
|
|
|
10.54*#
|
|
|
|
|
|
|
|
10.55*#
|
|
|
|
|
|
|
|
10.56*#
|
|
|
|
|
|
|
|
10.57*#
|
|
|
|
|
|
|
|
10.58*#
|
|
|
|
|
|
Subsidiaries of the Registrant.
|
||
|
|
|
|
|
|
21
|
|
|
|
|
|
|
Consents of Experts and Counsel.
|
||
|
|
|
|
|
|
23
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certifications.
|
||
|
|
|
|
|
|
31.1.
|
|
|
|
|
|
|
|
31.2.
|
|
|
|
|
|
|
Section 1350 Certifications.
|
||
|
|
|
|
|
|
32.1.
|
|
|
|
|
|
|
|
32.2.
|
|
|
|
|
|
|
XBRL Exhibits.
|
||
|
|
|
|
|
Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K:
|
||
|
|
|
|
|
|
101.INS
|
XBRL Report Instance Document.
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
Aon plc
|
||
|
|
|
By:
|
|
/s/ GREGORY C. CASE
|
|
|
|
|
|
Gregory C. Case, Chief Executive Officer
|
Date:
|
February 19, 2019
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY C. CASE
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
February 19, 2019
|
Gregory C. Case
|
|
|
||
|
|
|
|
|
/s/ LESTER B. KNIGHT
|
|
Non-Executive Chairman and Director
|
|
February 19, 2019
|
Lester B. Knight
|
|
|
||
|
|
|
|
|
/s/ JIN-YONG CAI
|
|
Director
|
|
February 19, 2019
|
Jin-Yong Cai
|
|
|
||
|
|
|
|
|
/s/ JEFFREY C. CAMPBELL
|
|
Director
|
|
February 19, 2019
|
Jeffrey C. Campbell
|
|
|
||
|
|
|
|
|
/s/ FULVIO CONTI
|
|
Director
|
|
February 19, 2019
|
Fulvio Conti
|
|
|
||
|
|
|
|
|
/s/ CHERYL A. FRANCIS
|
|
Director
|
|
February 19, 2019
|
Cheryl A. Francis
|
|
|
||
|
|
|
|
|
/s/ J. MICHAEL LOSH
|
|
Director
|
|
February 19, 2019
|
J. Michael Losh
|
|
|
||
|
|
|
|
|
/s/ RICHARD B. MYERS
|
|
Director
|
|
February 19, 2019
|
Richard B. Myers
|
|
|
||
|
|
|
|
|
/s/ RICHARD C. NOTEBAERT
|
|
Director
|
|
February 19, 2019
|
Richard C. Notebaert
|
|
|
||
|
|
|
|
|
/s/ GLORIA SANTONA
|
|
Director
|
|
February 19, 2019
|
Gloria Santona
|
|
|
||
|
|
|
|
|
/s/ CAROLYN Y. WOO
|
|
Director
|
|
February 19, 2019
|
Carolyn Y. Woo
|
|
|
||
|
|
|
|
|
/s/ CHRISTA DAVIES
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
February 19, 2019
|
Christa Davies
|
|
|
||
|
|
|
|
|
/s/ MICHAEL NELLER
|
|
Global Controller
(Principal Accounting Officer) |
|
February 19, 2019
|
Michael Neller
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Sarah E. Smith Ms. Smith is a former member of the Management Committee of The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Ms. Smith joined Goldman Sachs in 1996 and was named Managing Director in 1998 and Partner in 2002. During her tenure, Ms. Smith served as the Controller and Chief Accounting Officer of the firm until 2017, and subsequently as the Chief Compliance Officer from 2017 to 2020. Ms. Smith then served as Senior Advisor to Goldman Sachs from 2020 until her retirement in 2021. Prior to joining Goldman Sachs, Ms. Smith worked in the National and Audit practices of KPMG in both London and New York and held several finance positions at Bristol-Myers Squibb. Ms. Smith is a member of the Board of Trustees of the Financial Accounting Foundation since September 2020. Ms. Smith attended City of London University (Dip. Acc) and is a Fellow of the Institute of Chartered Accountants in England and Wales. Ms. Smith serves as a Trustee of the Nuveen Churchill Private Capital Income Fund and as a board member of two private companies: Klarna Bank A.B. and Via Transportation. Skills & Qualifications: Ms. Smith’s background as a chief accounting officer and chief compliance officer of a global investment banking firm provides the Board with an increased level of financial literacy and enhances the Board’s expertise in the oversight of risk management and compliance. In addition, Ms. Smith’s experience in the investment banking and asset management industries brings valuable insight to the Company’s business strategy and operations in professional and financial services. | |||
Richard C. Notebaert From June 2002 until August 2007, Mr. Notebaert served as Chairman and Chief Executive Officer of Qwest Communications International Inc., a leading provider of broadband Internet-based data, voice and image communications. He previously served as President and Chief Executive Officer of Tellabs, Inc., which designs and markets equipment to providers of telecommunications services worldwide, from August 2000 to June 2002, and as a director of Tellabs from April 2000 to June 2002. He served as Chairman of the Board and Chief Executive Officer of Ameritech Corporation, a full-service communications company, from 1994 until 1999. Mr. Notebaert first joined Ameritech Corporation in 1983 and served in significant positions within the Ameritech organization before his election as Vice Chairman in January 1993, President and Chief Operating Officer in June 1993 and President and Chief Executive Officer in January 1994. Mr. Notebaert is a Trustee Emeritus of the Board of Trustees of the University of Notre Dame. Mr. Notebaert previously served as a director of American Electric Power and Cardinal Health, Inc., and as Chairman of the Board of Trustees of the University of Notre Dame. Skills & Qualifications: Mr. Notebaert’s background as a chairman and chief executive officer of several large international communications companies provides the Board with substantial management expertise, including in the areas of global operations, technology and innovation, and strategic planning. In addition, Mr. Notebaert’s executive and board leadership experience provides valuable perspectives on matters of corporate governance, human capital management, executive compensation, and risk oversight. | |||
Lester B. Knight Mr. Knight is a Founding Partner of RoundTable Healthcare Partners and the former Vice Chairman and director of Cardinal Health, Inc., a diversified healthcare service company. Mr. Knight was Chairman of the Board and Chief Executive Officer of Allegiance Corporation from 1996 until February 1999, and had been with Baxter International, Inc. from 1981 until 1996, where he served as Corporate Vice President from 1990, Executive Vice President from 1992 and as a director from 1995. Mr. Knight became Chairman of the Board of Directors of Aon in August 2008. He is a life director of NorthShore University Health System and Junior Achievement of Chicago, a life Trustee of Northwestern University and a member of the Civic Committee of The Commercial Club of Chicago. Skills & Qualifications: Mr. Knight’s experience as the founder of a private equity firm focused on investing in the healthcare industry, his executive background at several leading healthcare companies, and his financial and investment expertise provide the Board with global perspective, executive leadership and oversight experience. In addition, his role in chairing our Governance/Nominating Committee and his previous leadership and Board experience at other public companies position him to effectively lead the Board and promote a robust, deliberative decision-making process among independent directors. Mr. Knight also provides valuable perspectives with his broad experience in corporate governance, strategic transactions, business transformation and growth, and risk oversight. | |||
Jose Antonio Álvarez Mr. Álvarez is the former Chief Executive Officer of Banco Santander, S.A., a Spanish multinational financial services company, and currently serves as Vice Chair and a non-executive director of Santander. Mr. Álvarez first joined Santander in 2002 and served as Executive Vice President and Chief Financial Officer from 2004 to 2014. In 2015, Mr. Álvarez was appointed Chief Executive Officer of Santander and served in that role until his retirement in 2022. Mr. Álvarez previously served as a member of the supervisory boards of Santander Consumer Bank AG, Santander Consumer Holding GmbH and Santander Bank Polska, S.A., and as a director of SAM Investments Holdings Limited, Santander Consumer Finance, S.A. and Santander Holdings USA, Inc. In addition, Mr. Álvarez previously served as a board member of Bolsas y Mercados Españoles, S.A. and Banco Santander (Brasil) S.A. Skills & Qualifications: Mr. Álvarez’s experience as former chief executive officer, and previously chief financial officer, of a multinational financial services company provides the Board with deep knowledge and expertise in international finance, and unique insights into emerging and global markets and investments. In addition, as a member or prior member of the boards of directors of several international companies that invest globally, Mr. Álvarez brings substantive expertise in business strategy in international markets, as well as business transformation, regulatory compliance, information technology and risk management, to the Board. Mr. Álvarez’s extensive financial background and experience has led the Board to determine that he is an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”). | |||
Jin-Yong Cai Mr. Cai is a Partner at Global Infrastructure Partners, a global private equity investment firm and wholly-owned subsidiary of BlackRock, Inc. Prior to his current position, Mr. Cai was a Partner at TPG Capital, L.P., a global private equity investment firm. From 2012 to 2016, Mr. Cai was the Chief Executive Officer of the International Finance Corporation, a member of the World Bank Group and the largest global development institution focused on private sector development. Before the International Finance Corporation, Mr. Cai worked in the financial services industry for nearly two decades, including 12 years with Goldman Sachs Group, as a Partner and its top executive in China. He began his career at the World Bank Group. Mr. Cai is a former director of PetroChina Company Limited and Syngenta Group. Skills & Qualifications: Mr. Cai’s experience in global finance and international business, particularly in the Asia-Pacific region, enhances the Board’s global perspectives and provides unique insights into global markets. Mr. Cai’s increased level of financial literacy and extensive background with international finance and global management, including areas relating to investment banking and private equity, provide valuable perspective and knowledge relating to financial risk and risks related to the Company’s international activities and growth strategies. | |||
Jeffrey C. Campbell Mr. Campbell served as Chief Financial Officer of American Express Company, a financial services company, from July 2013 until August 2023, and as Vice Chairman from April 2021 to March 2024. From 2004 to 2013, Mr. Campbell served as Executive Vice President and Chief Financial Officer at McKesson Corporation, a leading healthcare services, information technology and distribution company. Prior to his time at McKesson, Mr. Campbell spent 13 years at AMR Corporation and its principal subsidiary, American Airlines, ultimately becoming its Chief Financial Officer in 2002. Mr. Campbell serves as the Lead Director and Chair of the Audit Committee of Hexcel Corporation and as a director of Marathon Petroleum Corporation, where he also serves on the Audit Committee. Mr. Campbell is also a board member of The Julliard School and previously served on the Board of the Lincoln Center for the Performing Arts and as Chair of the Lincoln Center Corporate Fund. Skills & Qualifications: Having served as chief financial officer of three multinational, publicly traded companies, Mr. Campbell adds financial expertise and risk management leadership to the Board. His significant business experience, deep financial acumen and leadership in the development of diverse talent provide the Board and its committees with valuable, broad ranging management perspective. He also brings to the Board substantial experience in the areas of compliance, risk oversight, corporate finance, strategy, corporate governance and corporate social responsibility, as well as knowledge and experience relating to the financial services sector. This experience has also led the Board to determine that Mr. Campbell is an “audit committee financial expert” as defined by the SEC. | |||
Admiral James G. Stavridis Admiral Stavridis serves as Partner and Vice Chair, Global Affairs of Carlyle Group Inc., a global investment firm, a position he has held since 2018. Admiral Stavridis is a former member of the United States Navy, serving from 1976 to 2013 and rising to the rank of 4-star Admiral in 2009. His commands included four years as the 16th Supreme Allied Commander with The North Atlantic Treaty Organization (NATO), where he oversaw operations in Afghanistan, Libya, Syria, the Balkans, and counter piracy off the coast of Africa, as well as three years commanding the U.S. Southern Command, with responsibility for all military operations throughout Latin America. Following his military career, he served as dean of The Fletcher School of Law and Diplomacy at Tufts University. Admiral Stavridis serves as chair of the board of trustees of The Rockefeller Foundation, as a member of the board of directors of Fortinet, Inc., a cybersecurity company, and as a director of several private companies and non-profit organizations. He previously served as a board member of American Water Works Company, Inc., a publicly traded water utility company, and as a director of the Neuberger Berman Funds. Skills & Qualifications: Admiral Stavridis brings extensive government and leadership experience as a result of his military service, providing the Board with global perspective and expertise in the areas of strategic planning and investments, leadership, global operations and technology. As a nationally recognized cybersecurity expert he brings to the Board substantial knowledge and insights in the areas of regulatory compliance, risk management, and cybersecurity matters. In addition, Admiral Stavridis’s extensive experience in private sector and government leadership positions enhances the Board’s perspectives in conducting business in diverse geo-political environments. His longstanding commitments to government and educational organizations contribute valuable insights to the Board on corporate social responsibility and human capital management matters. | |||
Gregory C. Case Mr. Case has served as Chief Executive Officer and a director of Aon since April 2005, and as President since March 2025. In addition, Mr. Case previously served as Aon’s President from 2005 to 2018. Prior to joining Aon, Mr. Case was with McKinsey & Company, the global management consulting firm, for 17 years where he served on the governing Shareholders’ Council and as head of the Global Insurance and Financial Services Practice. Prior to joining McKinsey, Mr. Case was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. Mr. Case is a former director of Discover Financial Services. Skills & Qualifications: As President and Chief Executive Officer of Aon, Mr. Case brings to the Board his day-to-day experiences leading Aon’s colleagues serving clients across Commercial Risk, Reinsurance, Health, and Wealth solution lines, and his intimate knowledge of Aon’s business, strategy and operations. Mr. Case’s background as a management consultant, including in the global insurance and financial services areas, brings critical industry and business development knowledge to the Board. His extensive and specific knowledge of Aon and its global businesses provides our Board with a unique and valuable understanding of the Company’s priorities for our clients, colleagues and shareholders, and enables him to keep the Board apprised of the most significant developments impacting the Company and to guide the Board’s discussion and review of the Company’s strategy. | |||
Gloria Santona Ms. Santona served as Of Counsel at Baker McKenzie, an international law firm, from 2018 to 2022. Prior to Baker McKenzie, Ms. Santona served as Executive Vice President, General Counsel and Secretary of McDonald’s Corporation from 2001 to 2017 when she retired. After joining McDonald’s in 1977, Ms. Santona held positions of increasing responsibility in the legal department, serving as U.S. General Counsel from December 1999 to June 2001 and corporate General Counsel from 2001 to 2017. She is a member of the Audit Committee and the Governance Committee of the Rush System for Health, and former member of the Board of Directors of the American Society of Corporate Secretaries, the Association of Corporate Counsel and the Minority Corporate Counsel Association. Ms. Santona is also a former member of the Boards of Trustees of Rush University Medical Center, the Chicago Zoological Society and the Chicago Symphony Orchestra, and the Boards of Directors of The Chicago Network, the Chicago Food Depository and the National Immigrant Justice Center. Skills & Qualifications: Ms. Santona’s legal background, including her experience serving as a general counsel and secretary of a large international corporation, brings critical perspective to the Board and enhances the Board’s global risk management and oversight capabilities. Ms. Santona’s diverse legal background contributes corporate governance, legal, regulatory and compliance expertise, and further brings valuable perspective on long-term growth strategy planning. Under Ms. Santona’s leadership, McDonald’s legal department won numerous awards for its commitment to inclusivity and pro bono, and Ms. Santona’s service and leadership experience at non-profit organizations deepens the Board’s expertise on human capital management and social and governance priorities. | |||
On April 1, 2024, Ms. Davies notified the Company of her intention to retire from the position of Chief Financial Officer and Executive Vice President. On June 24, 2024, Aon Corporation entered into a letter agreement with Ms. Davies (the “Transition Agreement”). Under the Transition Agreement, Ms. Davies continued to serve in her current role as Executive Vice President and Chief Financial Officer through July 29, 2024, receiving her regular salary and benefits through such date, after which point she ceased to serve as Aon’s Executive Vice President and Chief Financial Officer. | |||
Cheryl A. Francis Ms. Francis served as Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Co., a publicly traded print media company, from 1995 until 2000. Since 2000, Ms. Francis has served as a business consultant and, since August 2008, as Co-Chair of the Corporate Leadership Center. From 2002 until 2008, she served as Vice Chairman of the Corporate Leadership Center. Prior to her role at R.R. Donnelley, Ms. Francis served on the management team of FMC Corporation and its subsidiary, FMC Gold, including serving as Chief Financial Officer of FMC Gold from 1987 through 1991, and Treasurer of FMC Corporation from 1993 through 1995. She was also an adjunct professor for the University of Chicago Graduate School of Business from 1991 through 1993. Ms. Francis currently serves as a director of HNI Corporation and Morningstar, Inc., and previously served as a director of Hewitt Associates, Inc. from 2002 until the Company’s acquisition of Hewitt Associates, Inc. in 2010. Skills & Qualifications: Ms. Francis’s background as a chief financial officer of a large publicly traded company provides the Board with an increased level of financial literacy, as well as regulatory and business oversight. In addition, her role as a Board member of other public companies provides valuable perspective on matters of risk oversight, strategy, corporate governance, and human capital management. As Co-Founder of the Corporate Leadership Center’s CEO Perspectives and Leading Women Executives, Ms. Francis is a leading voice on inclusion and leadership development and brings focus to our work to promote corporate social responsibility. | |||
Byron O. Spruell Mr. Spruell is the President of League Operations at the National Basketball Association, a position he has held since August 2016. Prior to joining the National Basketball Association, a professional basketball league, Mr. Spruell spent 20 years at Deloitte LLP, most recently as its Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees, the Museum of Science and Industry, Metropolitan Family Services in Chicago and the Jackie Robinson Foundation. Skills & Qualifications: Mr. Spruell has extensive executive leadership experience, with a focus on strategy, business continuity and application of analytics and innovation. His background in a professional services firm and as a current executive at the National Basketball Association also provides the Board with valuable experience in operations management, human capital management and talent development, as well as colleague health and wellness. Mr. Spruell’s experiences at Deloitte LLP and as Chair of the Audit Committee of the University of Notre Dame’s Board of Trustees further elevates the Board’s financial and accounting expertise. Additionally, Mr. Spruell’s service on non-profit boards enhances the Board’s perspectives around community engagement and social impact. | |||
Adriana Karaboutis From 2017 to August 2023, Ms. Karaboutis served as Chief Information and Digital Officer of National Grid PLC, one of the world’s largest public utility companies focused on transmitting and distributing electricity and gas in the UK and northeast US. She previously served as Executive Vice President, Technology, Business Solutions and Corporate Affairs at Biogen Inc., a global biotechnology company, from September 2014 to March 2017. In that role, she introduced leading digital and data science capabilities that unlocked value across the drug discovery, development, and delivery processes. From December 2015, she also oversaw global public affairs, government affairs, public policy and patient advocacy. From March 2010 to September 2014, Ms. Karaboutis was Vice President and Global Chief Information Officer of Dell, Inc., a global technology company. Ms. Karaboutis previously spent more than 20 years at General Motors Company and Ford Motor Company in various international leadership positions, including global production planning, computer-integrated manufacturing, supply chain operations and information technology. Ms. Karaboutis serves as a director of Perrigo Company plc, a global over-the-counter consumer goods and pharmaceutical company, Autoliv Inc., a global supplier of automotive safety systems, and Savills plc, a British real estate services company. She previously served on the boards of directors of Aspen Technology, Advance Auto Parts and Blue Cross Blue Shield of Massachusetts. Skills & Qualifications: Ms. Karaboutis’ background as a chief information officer for a public utility company and a global technology company provides the Board with valuable insight and experience in technology, cybersecurity, data privacy and data security matters, as well as business operations and continuity. In addition, Ms. Karaboutis’ experience in developing and delivering digital solutions and data science capabilities and overseeing innovative technology enhances the Board’s perspective in innovative strategies. Ms. Karaboutis’ role as a current and former board member of multiple public companies provides valuable global perspective on matters of risk oversight, corporate governance and executive management. |
Name and Principal
|
Year |
Salary ($) |
Bonus ($) |
Stock
($) |
Option Awards ($) |
Non-Equity Incentive Plan Awards ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | ||||||||||||||||||||||||||||||||||||
Gregory C. Case |
2024 | 1,500,000 | — | 21,363,030 | — | 2,437,500 | — | 904,859 | 26,205,390 | ||||||||||||||||||||||||||||||||||||
President and Chief Executive |
2023 | 1,500,000 | — | 21,487,348 | — | — | — | 674,485 | 23,661,834 | ||||||||||||||||||||||||||||||||||||
Officer |
2022 | 1,500,000 | — | 17,497,455 | — | — | — | 671,530 | 19,668,985 | ||||||||||||||||||||||||||||||||||||
Edmund Reese |
2024 | 500,000 | 1,300,000 | 4,915,524 | — | — | — | 6,178 | 6,721,701 | ||||||||||||||||||||||||||||||||||||
Executive Vice President and |
|||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer |
|||||||||||||||||||||||||||||||||||||||||||||
Christa Davies |
2024 | 937,500 | — | 10,205,771 | — | 1,576,438 | — | 4,181,310 | 16,901,019 | ||||||||||||||||||||||||||||||||||||
Former Executive Vice President and |
2023 | 1,250,000 | — | 25,042,451 | — | — | — | 5,340,367 | 31,632,818 | ||||||||||||||||||||||||||||||||||||
Chief Financial Officer |
2022 | 1,250,000 | — | 7,608,231 | — | — | — | 3,130,577 | 11,988,808 | ||||||||||||||||||||||||||||||||||||
Eric Andersen |
2024 | 1,250,000 | — | 8,528,455 | — | 1,625,000 | — | 49,150 | 11,452,605 | ||||||||||||||||||||||||||||||||||||
President |
2023 | 1,250,000 | — | 23,356,614 | — | — | 108,811 | 50,022 | 24,765,447 | ||||||||||||||||||||||||||||||||||||
2022 | 1,250,000 | — | 6,056,776 | — | — | — | 56,912 | 7,363,688 | |||||||||||||||||||||||||||||||||||||
Lisa Stevens |
2024 | 1,000,000 | — | 5,705,132 | — | 1,040,000 | — | 40,774 | 7,785,906 | ||||||||||||||||||||||||||||||||||||
Executive Vice President |
2023 | 1,000,000 | — | 5,269,440 | — | — | — | 36,446 | 6,305,886 | ||||||||||||||||||||||||||||||||||||
Chief Administrative Officer |
2022 | 1,000,000 | — | 3,365,712 | — | — | — | 33,147 | 4,398,859 | ||||||||||||||||||||||||||||||||||||
Mindy Simon |
2024 | 768,750 | — | 2,542,663 | — | 552,500 | 4,085 | 579,074 | 4,447,072 | ||||||||||||||||||||||||||||||||||||
Chief Operating Officer |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Case Gregory C | - | 535,326 | 145,485 |
Case Gregory C | - | 300,237 | 400,000 |
Andersen Eric | - | 161,118 | 0 |
Andersen Eric | - | 142,664 | 0 |
NOTEBAERT RICHARD C | - | 30,487 | 0 |
Zeidel Darren | - | 29,053 | 0 |
WOO CAROLYN Y | - | 27,278 | 0 |
Zeidel Darren | - | 23,408 | 0 |
Stevens Lisa | - | 17,022 | 0 |
Stevens Lisa | - | 13,135 | 0 |
Neller Michael | - | 8,209 | 2,636 |
Spruell Byron | - | 5,303 | 0 |
Neller Michael | - | 4,512 | 2,636 |
KNIGHT LESTER B | - | 2,466 | 33,911 |
Slyfield Jillian | - | 1,910 | 0 |
Simon Mindy F. | - | 1,816 | 0 |
Simon Mindy F. | - | 1,369 | 0 |
Slyfield Jillian | - | 1,264 | 0 |
Alvarez Jose Antonio | - | 536 | 0 |
STAVRIDIS JAMES G. | - | 304 | 3,808 |