Aon Reports First Quarter 2013 Results

                    Aon Reports First Quarter 2013 Results

- Total revenue was $2.9 billion with organic revenue growth of 2% -

- EPS from continuing operations was $1.11 -

First Quarter Summary

- EPS from continuing operations, adjusted for certain items, increased 13% to
$1.11

- Risk Solutions revenue increased 3% to $2.0 billion with organic revenue
growth of 3%

- Risk Solutions operating margin was 20.4% and the operating margin, adjusted
for certain items, increased 110 basis points to 22.5%

- HR Solutions revenue increased 1% to $954 million with organic revenue
growth of 1%

- HR Solutions operating margin was 5.3% and the operating margin, adjusted
for certain items, decreased 220 basis points to 14.3%

- Cash flow from operations increased $69 million to $54 million

- Repurchased 5.0 million Class A Ordinary Shares for approximately $300
million

- Subsequent to the close of the first quarter, Aon announced an 11% increase
to the annual cash dividend

PR Newswire

LONDON, April 26, 2013

LONDON, April 26, 2013 /PRNewswire/ --Aon plc (NYSE: AON) today reported
results for the three months ended March 31, 2013.

Net income attributable to Aon shareholders from continuing operations was
$261 million, or $0.82 per share, compared to $238 million, or $0.71 per
share, for the prior year quarter. Net income per share attributable to Aon
shareholders from continuing operations, adjusted for certain items, was
$1.11, a 13% increase compared to $0.98 in the prior year quarter. Certain
items that impacted first quarter results and comparisons with the prior year
quarter are detailed in the "Reconciliation of Non-GAAP Measures - Operating
Income and Diluted Earnings per Share" on page 12 of this press release.

"Our first quarter results reflect a solid start to the year with double-digit
earnings growth driven by a strong performance in our Risk Solutions business
and effective capital management, as highlighted by the repurchase of $300
million of ordinary shares in the quarter," said Greg Case, president and
chief executive officer. 

FIRST QUARTER FINANCIAL SUMMARY
Total revenue increased 3% to $2.9 billion compared to the prior year quarter
primarily driven by a 2% increase in organic revenue and a 1% increase in
commissions and fees resulting from acquisitions, net of divestitures,
partially offset by a 42% decline in investment income due to lower average
interest rates.

Total operating expenses for the first quarter increased 3% to $2.5 billion
compared to the prior year quarter at $2.4 billion due primarily to a 2%
increase in organic revenue, the inclusion of $10 million of expenses from
acquisitions, and a $6 million increase in restructuring costs, partially
offset by an $18 million favorable impact from foreign currency translation, a
$5 million decrease in intangible asset amortization expense, and savings
related to the restructuring programs.

Depreciation expense increased 7%, or $4 million, to $59 million compared to
the prior year quarter.

Intangible asset amortization expense decreased 5%, or $5 million, to $99
million compared to the prior year quarter due primarily to a $4 million
decrease in HR Solutions relating to assets associated with the merger with
Hewitt.

Restructuring expenses increased $6 million to $26 million compared to $20
million in the prior year quarter driven by workforce reduction. In the first
quarter, the Company incurred $15 million of costs in the HR Solutions segment
and $11 million of costs in the Risk Solutions segment related to the Aon
Hewitt restructuring program. An analysis of restructuring-related costs by
type and segment are detailed on page 13 of this press release.

Restructuring savings in the first quarter related to the Aon Hewitt
restructuring program are estimated at $69 million compared to $48 million in
the prior year quarter. Of the estimated savings in the first quarter,
approximately $13 million were related to the Risk Solutions segment compared
to $8 million in the prior year quarter. The Company expects to deliver
cumulative expense savings of $355 million in 2013 related to the Aon Hewitt
restructuring program, including $280 million related to the restructuring
program and $75 million in additional synergy savings from areas such as
information technology, procurement and public company costs.

Associated with the transfer of the Health and Benefits business effective
January 1, 2012, approximately $52 million of the estimated savings under the
Aon Hewitt restructuring program will be achieved in Risk Solutions. As of
the first quarter, an estimated $45 million of cumulative savings have been
achieved in Risk Solutions.

Foreign currency exchange rates in the first quarter had a $0.02 per share, or
$9 million pretax ($7 million in Risk Solutions and $2 million in HR
Solutions), favorable impact on adjusted net income from continuing operations
if the Company were to translate prior year quarter results at current quarter
foreign exchange rates.

Effective tax rate on net income from continuing operations decreased to 26.1%
in the first quarter compared to 28.0% in the prior year quarter due primarily
to changes in the geographical distribution of income. The Company currently
anticipates an effective tax rate on net income from continuing operations of
approximately 26.0% in 2013.

Average diluted shares outstanding decreased to 320.0 million in the first
quarter compared to 336.6 million in the prior year quarter. The Company
repurchased 5.0 million Class A Ordinary Shares for approximately $300 million
in the first quarter. The Company has $3.7 billion of remaining authorization
under its share repurchase program.

Cash flow from operations increased $69 million to $54 million in the first
quarter due primarily to improved working capital and 9% growth in net income,
partially offset by a $106 million increase in cash taxes and an $86 million
increase in pension contributions. Free cash flow, as defined by cash flow
from operations less capital expenditures, increased 93% to a use of $6
million in the first quarter driven by improved cash flow from operations and
a 15%, or $11 million, decline in capital expenditures. A reconciliation of
free cash flow to cash flow from operations can be found on the
"Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash Flow" on
page 11 of this press release.

FIRST QUARTER SEGMENT REVIEW
Certain noteworthy items impacted operating income and operating margins in
the first quarters of 2013 and 2012. The first quarter segment reviews
provided below include supplemental information related to organic revenue,
adjusted operating income and operating margin, which is described in detail
on the "Reconciliation of Non-GAAP Measures - Organic Revenue and Free Cash
Flow" on page 11 and "Reconciliation of Non-GAAP Measures - Operating Income
and Diluted Earnings per Share" on page 12 of this press release.

RISK SOLUTIONS

                                                    Less:
(millions)    Three Months               Less:      Acquisitions,
              Ended
Commissions,  Mar 31,  Mar      %        Currency   Divestitures,   Organic
                       31,
Fees and      2013     2012     Change   Impact     Other           Revenue
Other
Retail        $        $        5%       -%         1%              4%
              1,562   1,494
Reinsurance   402      399      1        -          -               1
Subtotal      $        $        4%       -%         1%              3%
              1,964   1,893
Investment    7        12       (42)
Income
Total Revenue $        $        3%
              1,971   1,905



Risk Solutions total revenue increased 3% to $2.0 billion compared to the
prior year quarter at $1.9 billion due to 3% organic growth in commissions and
fees and a 1% increase in commissions and fees resulting from acquisitions,
net of divestitures, partially offset by a 42% decline in investment income.

Retail Brokerage organic revenue increased 4% reflecting revenue growth in
both the Americas and International businesses. Americas organic revenue
increased 6% in the first quarter reflecting improved growth across all
regions, including strong growth in Latin America and US Retail driven by new
business generation and management of the renewal book portfolio.
International organic revenue increased 3% driven by strong growth across Asia
and New Zealand, and modest growth in Australia, partially offset by a decline
in Germany. Reinsurance organic revenue increased 1% due primarily to growth
in capital market transactions and advisory business and global facultative
placements.



                              Three Months Ended
                              Mar 31,    Mar 31,    %
(millions)                    2013       2012       Change
Revenue                       $ 1,971   $ 1,905   3%
Expenses
Compensation and benefits     1,110      1,071      4
Other general expenses        458        468        (2)
Total operating expenses      1,568      1,539      2%

                              $   403  $   366  10%
Operating income
Operating margin              20.4%      19.2%
Operating income - adjusted   $   443  $   407  9%
Operating margin - adjusted  22.5%      21.4%

Compensation and benefits for the first quarter increased 4%, or $39 million,
compared to the prior year quarter due primarily to 3% organic revenue growth
and restructuring-related costs for certain projects in Europe, partially
offset by a $7 million favorable impact from foreign currency translation and
savings related to the restructuring programs.

Other general expenses for the first quarter decreased 2%, or $10 million,
compared to the prior year quarter due primarily to an $8 million favorable
impact from foreign currency translation and a $5 million decline in Glenrand
M-I-B restructuring-related costs, partially offset by 3% organic revenue
growth.

First quarter operating income increased 10% to $403 million. Adjusting for
certain items detailed on page 12 of this press release, operating income
increased 9%, or $36 million, compared to the prior year quarter, and
operating margin increased 110 basis points to 22.5% primarily driven by
organic revenue growth, savings related to the restructuring programs and a 40
basis point favorable impact from foreign currency translation, partially
offset by a 20 basis point unfavorable impact from a significant decline in
investment income.

HR SOLUTIONS

                   Three Months                         Less:
(millions)         Ended                      Less:
                                                        Acquisitions,
Commissions,       Mar 31,  Mar 31,   %       Currency  Divestitures,  Organic
Fees and Other     2013     2012      Change  Impact    Other          Revenue
Consulting         $         $      1%      -%        -%             1%
Services           382       380
Outsourcing        581      568       2       -         1              1
Intersegment       (9)      (3)       N/A     N/A       N/A        N/A
Subtotal           $       $  945  1%      -%        -%             1%
                   954
Investment Income  -        -         N/A
Total Revenue      $       $  945  1%
                   954



HR Solutions total revenue increased 1% to $954 million compared to the prior
year quarter driven by 1% organic growth in commissions and fees.

Organic revenue in Consulting Services increased 1% driven primarily by modest
growth in communications and investment consulting, partially offset by a
decline in continental Europe.Organic revenue in Outsourcing increased 1%
due primarily to growth in net new client wins and demand for discretionary
services in HR BPO and healthcare exchanges, partially offset by a modest
decline in benefits administration.



                              Three Months Ended
                              Mar 31,    Mar 31,    %
(millions)                    2013       2012       Change
Revenue                       $  954   $  945   1%
Expenses
Compensation and benefits     590        569        4
Other general expenses        313        303        3
Total operating expenses      903        872        4%

                              $   51  $   73  (30)%
Operating income
Operating margin              5.3%       7.7%
Operating income - adjusted   $  136    $  156   (13)%
Operating margin - adjusted  14.3%      16.5%



Compensation and benefits for the first quarter increased 4%, or $21 million,
compared to the prior year quarter due primarily to 1% organic revenue growth,
a $9 million increase in restructuring costs and a $4 million unfavorable
impact from the timing of certain expenses, partially offset by savings
related to the Aon Hewitt restructuring program.

Other general expenses for the first quarter increased 3%, or $10 million,
from the prior year quarter due primarily to 1% organic revenue growth and $6
million of expenses related to legacy litigation, partially offset by a $4
million decrease in intangible asset amortization, and savings related to the
Aon Hewitt restructuring program.

First quarter operating income decreased 30% to $51 million. Adjusting for
certain items detailed on page 12 of this press release, operating income
decreased 13%, or $20 million, to $136 million, and operating margin decreased
220 basis points to 14.3% versus the prior year quarter due primarily to a $10
million, or roughly 100 basis point, unfavorable impact from the timing of
certain expenses and expenses related to legacy litigation, as well as an
unfavorable revenue mix shift and investments in long-term growth
opportunities, partially offset by savings related to the Aon Hewitt
restructuring program.

INCOME FROM CONTINUING OPERATIONS

                                                    Three Months Ended
                                                    Mar 31,    Mar 31,  %
(millions)                                          2013       2012     Change
Risk Solutions                                      $ 403     $ 366   10%
HR Solutions                                        51         73       (30)
Unallocated expenses                                (44)       (37)     19
Operating income from continuing operations before  $ 410     $ 402   2%
tax
Interest income                                     1          3        (67)
Interest expense                                    (52)       (59)     (12)
Other income                                        9          -        100
Income from continuing operations before tax        $ 368     $ 346   6%

Unallocated expenses increased $7 million to $44 million due primarily to an
increase in expenses related to the Company's redomicile to the UK. Interest
income decreased $2 million to $1 million due to lower average interest rates
and lower average cash balances. Interest expense decreased $7 million to $52
million due primarily to both a decline in the average rate and the total
amount of debt outstanding. Other income of $9 million includes a $6 million
net gain due to the favorable impact of exchange rates on remeasurement of
assets and liabilities in non-functional currencies and $3 million of net
gains on certain long-term investments.

Conference Call, Presentation Slides and Webcast Details
The Company will host a conference call on Friday, April 26, 2013 at 7:30 a.m.
central time. Interested parties can listen to the conference call via a live
audio webcast and view the presentation slides at www.aon.com.

About Aon
Aon plc (NYSE:AON) is the leading global provider of risk management,
insurance and reinsurance brokerage, and human resources solutions and
outsourcing services. Through its more than 65,000 colleagues worldwide, Aon
unites to empower results for clients in over 120 countries via innovative and
effective risk and people solutions and through industry-leading global
resources and technical expertise. Aon has been named repeatedly as the
world's best broker, best insurance intermediary, reinsurance intermediary,
captives manager and best employee benefits consulting firm by multiple
industry sources. Visit www.aon.com for more information on Aon and
www.aon.com/manchesterunited to learn about Aon's global partnership and shirt
sponsorship with Manchester United.

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

The following factors, among others, could cause actual results to differ from
those set forth in the forward looking statements: general economic
conditions in different countries in which Aon does business around the world,
including conditions is the European Union relating to sovereign debt and the
Euro; changes in the competitive environment; changes in global equity and
fixed income markets that could affect the return on invested assets; changes
in the funding status of Aon's various defined benefit pension plans and the
impact of any increased pension funding resulting from those changes; rating
agency actions that could affect Aon's ability to borrow funds; fluctuations
in exchange and interest rates that could influence revenue and expense; the
impact of class actions and individual lawsuits including client class
actions, securities class actions, derivative actions and ERISA class actions;
the impact of any investigations brought by regulatory authorities in the
U.S., U.K. and other countries; the cost of resolution of other contingent
liabilities and loss contingencies, including potential liabilities arising
from error and omissions claims against Aon; the failure to retain and attract
qualified personnel; the impact of, and potential challenges in complying
with, legislation and regulation in the jurisdictions in which Aon operates,
particularly given the global scope of Aon's businesses and the possibility
of conflicting regulatory requirements across jurisdictions in which Aon does
business; the effect of the change in global headquarters and jurisdiction of
incorporation, including the failure to realize some of the anticipated
benefits; the extent to which Aon retains existing clients and attracts new
businesses and Aon's ability to incentivize and retain key employees; the
extent to which Aon manages certain risks created in connection with the
various services, including fiduciary and advisory services and business
process outsourcing services, among others, that Aon currently provides, or
will provide in the future, to clients; the possibility that the expected
efficiencies and cost savings from the merger with Hewitt Associates Inc.
("Hewitt") will not be realized, or will not be realized within the expected
time period; the risk that the Aon and Hewitt businesses will not be
integrated successfully; Aon's ability to implement restructuring initiatives
and other initiatives intended to yield cost savings, and the ability to
achieve those cost savings; the potential of a system or network disruption
resulting in operational interruption or improper disclosure of personal data;
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; and Aon's ability to grow, develop and integrate companies
that it acquires or new lines of business.

Further information concerning Aon and its business, including factors that
potentially could materially affect Aon's financial results, is contained in
Aon's filings with the SEC. See Aon's Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q for a further discussion of these and other
risks and uncertainties applicable to Aon's businesses. Aon does not
undertake, and expressly disclaims, any duty to update any forward-looking
statement whether as a result of new information, future events or changes in
their respective expectations, except as required by law.

Explanation of Non-GAAP Measures
This communication includes supplemental information related to organic
revenue, free cash flow and several additional measures including expenses,
margins and income per share, that exclude the effects of restructuring
charges, intangible asset amortization, capital expenditures, transaction and
integration costs and certain other noteworthy items that affected results for
the comparable periods. Organic revenue excludes from reported revenues the
impact of foreign exchange, acquisitions, divestitures, transfers between
business units, reimbursable expenses and unusual items. The impact of
foreign exchange is determined by translating last year's revenue, expense or
net income at this year's foreign exchange rates. Reconciliations are
provided in the attached schedules. Supplemental organic revenue information
and additional measures that exclude the effects of the restructuring charges
and certain other items do not affect net income or any other GAAP reported
amounts. Free cash flow is cash flow from operating activity less capital
expenditures. Management believes that these measures are important to make
meaningful period-to-period comparisons and that this supplemental information
is helpful to investors. They should be viewed in addition to, not in lieu
of, the Company's Consolidated Financial Statements. Industry peers provide
similar supplemental information regarding their performance, although they
may not make identical adjustments.

Investor Contact:  Media Contact:
Scott Malchow          David Prosperi

                                                         Vice President,
Senior Vice President, Investor Relations            Global Public
                                                         Relations
+44-207-086-0100   312-381-2485



Aon plc
Condensed Consolidated Statements of Income
(Unaudited)
                                            Three Months Ended
(millions, except per share data)           Mar. 31,  Mar. 31,  Percent Change
                                            2013      2012
Revenue
 Commissions, fees and other            $ 2,908   $ 2,829   3%
 Fiduciary investment income            7         12        (42)
 Total revenue                     2,915     2,841     3
Expenses
 Compensation and benefits              1,725     1,661     4
 Other general expenses                 780       778       -
 Total operating expenses          2,505     2,439     3
Operating income                            410       402       2
 Interest income                        1         3         (67)
 Interest expense                       (52)      (59)      (12)
 Other income                           9         -         100
Income before income taxes                  368       346       6
 Income taxes (1)                      96        97        (1)
Net income                                 272       249       9
 Less: Net income attributable to the  11        11        -
noncontrolling interests
Net income attributable to Aon              $  261  $  238  10%
shareholders
Basic net income per share attributable to  $  0.82  $  0.72  14%
Aon shareholders
Diluted net income per share attributable   $  0.82  $  0.71  15%
to Aon shareholders
Weighted average ordinary shares            320.0     336.6     (5)%
outstanding - diluted

(1) The effective tax rate is 26.1% and 28.0% for the three months ended
March 31, 2013 and 2012, respectively.



Aon plc
Revenue from Continuing Operations
(Unaudited)
                                       Three Months Ended
(millions)                  Mar. 31,    Mar. 31,  Percent  Organic Revenue
                            2013        2012      Change   Growth (1)
Commissions, Fees and Other
Risk Solutions              $ 1,964     $ 1,893   4%       3%
HR Solutions                954         945       1        1
 Total Operating        $ 2,918     $ 2,838   3%       2%
Segments
Fiduciary Investment Income
Risk Solutions              $    7  $      (42)%
                                        12
HR Solutions                -           -         N/A
 Total Operating        $    7  $      (42)%
Segments                                12
Total Revenue
Risk Solutions              $ 1,971     $ 1,905   3%
HR Solutions                954         945       1
Intersegment               (10)        (9)       11
 Total                  $ 2,915     $ 2,841   3%

           Organic revenue excludes the impact of foreign exchange,
           acquisitions, divestitures, transfers, reimbursable expenses and
(1)        unusual items. Change in organic revenue, a non-GAAP measure, is
           reconciled to the corresponding U.S. GAAP percent change in revenue
           on page 11 of this release.





Aon plc
Segments (Unaudited)
Risk Solutions                 Three Months Ended
(millions)                     Mar. 31, 2013  Mar. 31, 2012  Percent Change
Revenue
  Commissions, fees and other  $ 1,964        $ 1,893        4%
  Fiduciary investment income  7              12             (42)
    Total revenue              1,971          1,905          3
Expenses
  Compensation and benefits    1,110          1,071          4
  Other general expenses       458            468            (2)
    Total operating expenses   1,568          1,539          2
Operating income               $  403       $  366       10%
Operating margin               20.4%          19.2%
HR Solutions                   Three Months Ended
(millions)                     Mar. 31, 2013  Mar. 31, 2012  Percent Change
Revenue
  Commissions, fees and other  $  954       $  945       1%
  Fiduciary investment income  -              -              N/A
    Total revenue              954            945            1
Expenses
  Compensation and benefits    590            569            4
  Other general expenses       313            303            3
    Total operating expenses   903            872            4
Operating income               $    51     $    73     (30)%
Operating margin               5.3%           7.7%
Total Operating Income (Loss)  Three Months Ended
(millions)                     Mar. 31, 2013  Mar. 31, 2012  Percent Change
Risk Solutions                 $  403       $  366       10%
HR Solutions                   51             73             (30)
Unallocated                    (44)           (37)           19
  Total operating income      $  410       $  402       2%
Total operating margin         14.1%          14.1%





Aon plc
Reconciliation of Non-GAAP
Measures - Organic Revenue and
Free Cash Flow (Unaudited)
     Organic Revenue
     (Unaudited)
                   Three Months Ended
                   Mar.                      Less:    Less:          Organic
(millions)         31,    Mar.31,  Percent   Currency  Acquisitions,  Revenue
                   2013   2012     Change    Impact    Divestitures   Growth
                                             (1)       & Other        (2)
Commissions, Fees
and Other
Risk Solutions
Segment:
  Retail
  brokerage
    Americas       $     $       5%        (1)%      -%             6
                   686   651
    International  876    843      4         -         1              3
     Total
     Retail        1,562  1,494    5         -         1              4
     brokerage
  Reinsurance      402    399      1         -         -              1
  brokerage
     Total Risk   1,964  1,893    4         -         1              3
     Solutions
HR Solutions
Segment:
    Consulting     382    380      1         -         -              1
    services
    Outsourcing    581    568      2         -         1              1
    Intrasegment   (9)    (3)      N/A      N/A      N/A           N/A
     Total HR     954    945      1         -         -              1
     Solutions
Total Operating    $      $ 2,838  3%        -%        1%             2
Segments           2,918
     Free Cash
     Flow          Three Months Ended
     (Unaudited)
                   Mar.   Mar.31,  Percent
(millions)         31,    2012     Change
                   2013
Cash Provided By   $    $  
(Used For)          54   (15)     460%
Operations
  Less: Capital    (60)   (71)     (15)
  Expenditures
Free Cash Flow     $    $      (93)%
(3)                 (6)  (86)

(1) Currency impact is determined by translating last year's revenue at this
    year's foreign exchange rates.
(2) Organic revenue excludes the impact of foreign exchange, acquisitions,
    divestitures, transfers, reimbursable expenses and unusual items.
    Free cash flow is defined as cash flow from operations less capital
(3) expenditures. This non-GAAP measure does not imply or represent a precise
    calculation of residual cash flow available for discretionary
    expenditures.



Aon plc
Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings
Per Share (Unaudited) (1)
                                    Three Months Ended March 31, 2013
                                    Risk        HR         Unallocated
(millions)                          Solutions   Solutions  Income &     Total
                                                           Expense
Revenue                            $       $      $       $
                                      1,971     954    (10)        2,915
Operating income (loss) - as        $       $      $       $ 
reported                               403     51  (44)        410
Restructuring charges         11          15         -            26
 Intangible asset              29          70         -            99
amortization
Headquarters                  -           -          3            3
relocation costs
Operating income (loss) - as        $       $      $       $ 
adjusted                               443    136    (41)        538
Operating margins - as adjusted     22.5%       14.3%      N/A          18.5%
                                    Three Months Ended March 31, 2012
                                    Risk        HR         Unallocated
(millions)                          Solutions   Solutions  Income &     Total
                                                           Expense
Revenue                            $       $      $       $
                                      1,905     945     (9)       2,841
Operating income (loss) - as        $       $      $       $ 
reported                               366     73  (37)        402
 Restructuring charges         11          9          -            20
 Intangible asset amortization  30          74         -            104
 Headquarters relocation costs  -           -          3            3
Operating income (loss) - as        $       $      $       $ 
adjusted                               407    156    (34)        529
Operating margins - as adjusted     21.4%       16.5%      N/A          18.6%
                                    Three Months Ended
                                    March 31,
(millions except per share data)    2013        2012
Operating income - as adjusted      $       $    
                                       538    529
 Interest income                1           3
 Interest expense              (52)        (59)
 Other income                   9           -
Income before income taxes - as     496         473
adjusted
 Income taxes (2)               129         132
Net income - as adjusted            367         341
 Less: Net income attributable  11          11
to noncontrollinginterests
Net income attributable to Aon      $       $    
shareholders - as adjusted           356     330
Diluted net income per share        $       $    
attributable to Aon shareholders -  1.11        0.98
as adjusted
Weighted average ordinary shares    320.0       336.6
outstanding - diluted

           Certain noteworthy items impacting operating income in 2013 and
(1)        2012 are described in this schedule. The items shown with the
           caption "as adjusted" are non-GAAP measures.
           The effective tax rate is 26.1% and 28.0% for the three months
(2)        ended March 31, 2013 and 2012, respectively. Adjusting items are
           generally taxed at the effective tax rate.



Aon plc
Restructuring Plans (Unaudited) (1)
Aon Hewitt Restructuring Plan
By Type:
                             Actual
                             Full    Full  Full  First     Total to  Estimated
(millions)                   Year    Year  Year  Quarter   Date      Total
                             2010    2011  2012  2013
                             $    $   $   $     $      $    
Workforce reduction                  74    24        213
                             49     64                    211
Lease consolidation         3       32    18    2         55        86
Asset impairments           -       7     4     -         11        21
Other costs associated       -       2     2     -         4         5
with restructuring
Total restructuring and      $    $   $   $     $      $    
related expenses                       98    26        325
                             52     105                   281
By Segment: (2)
HR Solutions                 52      49    66    15        182       213
Risk Solutions               -       56    32    11        99        112
Total restructuring and      $    $   $   $     $      $    
related expenses                       98    26        325
                             52     105                   281

                                    In the Condensed Consolidated Statements
                                    of Income, workforce reductions are
                                    included in "Compensation and benefits";
(1)                                 lease consolidations, asset impairments,
                                    and other costs associated with
                                    restructuring are included in "Other
                                    general expenses".
                                     Costs included in the Risk Solutions
                                     segment are associated with the transfer
                                     of the Health and Benefits Consulting
                                     business from HR Solutions to Risk
(2)                                  Solutions effective January 1, 2012.
                                     Costs incurred in 2011 in the HR
                                     Solutions segment of $41 million related
                                     to the Health and Benefits Consulting
                                     business have been reclassified and
                                     presented in the Risk Solutions segment.



Aon plc
Condensed Consolidated Statements of Financial Position
(Unaudited)
                                           As of
(millions)                               March 31, 2013     December 31,
                                                              2012
                                           (Unaudited)
ASSETS
  Current Assets
  Cash and cash equivalents              $          $       
                                           408                 291
  Short-term investments                 352                346
  Receivables, net                       2,884              3,101
  Fiduciary assets (1)                   12,224             12,214
  Other current assets                   389                430
   Total Current Assets              16,257             16,382
  Goodwill                               8,786              8,943
  Intangible assets, net                 2,844              2,975
  Fixed assets, net                      816                820
  Investments                            152                165
  Other non-current assets               1,174              1,201
  Total Assets                           $             $     
                                           30,029            30,486
LIABILITIES AND EQUITY
  Current Liabilities
  Fiduciary liabilities                   $             $     
                                           12,224            12,214
  Short-term debt and current portion of   802                452
  long-term debt
  Accounts payable and accrued             1,440              1,853
  liabilities
  Other current liabilities               795                831
   Total Current Liabilities         15,261             15,350
  Long-term debt                          3,770              3,713
  Pension, other post retirement and       2,027              2,276
  other post employment liabilities
  Other non-current liabilities           1,338              1,342
  Total Liabilities                       22,396             22,681
EQUITY
  SHAREHOLDERS' EQUITY
  Ordinary shares ($0.01 nominal value)  3                  3
  Additional paid-in capital             4,507              4,436
  Retained earnings                      5,844              5,933
  Accumulated other comprehensive loss   (2,775)            (2,610)
  Total Aon Shareholders' Equity         7,579              7,762
  Noncontrolling interests               54                 43
  Total Equity                           7,633              7,805
  Total Liabilities and Equity           $             $     
                                           30,029            30,486
(1) Includes short-term investments: 2013 - $4,254, 2012
- $4,029



Aon plc
Condensed Consolidated Statements of Cash Flows (Unaudited)
                                                      Three Months Ended
(millions)                                          March 31,    March 31,
                                                      2013         2012
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income                                     $       $     
                                                      272         249
      Adjustments to reconcile net income to cash
      provided by operating activities:
             Depreciation of fixed assets           59           55
             Amortization of intangible assets      99           104
             Share-based compensation expense       69           55
             Deferred income taxes                  13           16
      Change in assets and liabilities:
             Fiduciary receivables                   (42)         (644)
             Short term investments - funds held on   (322)        (62)
             behalf of clients
             Fiduciary liabilities                   364          706
             Receivables, net                        174          61
             Accounts payable and accrued             (417)        (451)
             liabilities
             Restructuring reserves                  (16)         (16)
             Current income taxes                    (65)         41
             Pension and other post employment        (196)        (110)
             liabilities
             Other assets and liabilities            62           (19)
              CASH PROVIDED BY (USED FOR)         54           (15)
             OPERATIONS
CASH FLOWS FROM INVESTING ACTIVITIES
      Sales of long-term investments                18           36
      Purchases of long-term investments            (3)          (3)
      Net (purchases) sales of short-term            (16)         283
      investments - non-fiduciary
      Acquisition of businesses, net of cash         (2)          (23)
      acquired
      Proceeds from sale of business                1            -
      Capital expenditures                          (60)         (71)
              CASH (USED FOR) PROVIDED BY         (62)         222
             INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
      Share repurchase                              (300)        (100)
      Issuance of shares for employee benefit plans 36           49
      Issuance of debt                              1,150        75
      Repayment of debt                             (715)        (140)
      Cash dividends to shareholders                (50)         (49)
      Purchase of shares from noncontrolling         (1)          -
      interests
      Dividends paid to noncontrolling interests    -            (1)
 CASH PROVIDED BY (USED FOR)       120          (166)
FINANCING ACTIVITIES
Effect of Exchange Rate Changes on Cash and Cash      5            10
Equivalents
Net Increase in Cash and Cash Equivalents            117          51
Cash and Cash Equivalents at Beginning of Period     291          272
Cash and Cash Equivalents at End of Period           $       $     
                                                      408         323





SOURCE Aon plc

Website: http://www.aon.com
 
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