AON PLC Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q) - Marketscreener.com

EXECUTIVE SUMMARY OF FIRST QUARTER 2023 FINANCIAL RESULTS

    Aon plc is a leading global professional services firm providing a broad range  of risk, health, and wealth solutions. Through our experience, global reach, and  comprehensive analytics, we are better able to help clients meet rapidly  changing, increasingly complex, and interconnected challenges. We are committed  to accelerating innovation to address unmet and evolving client needs, so that  our clients are better informed, better advised, and able to make better  decisions to protect and grow their business. Management is focused on  strengthening Aon and uniting the firm with one portfolio of capability enabled  by data and analytics and one operating model to deliver additional insight,  connectivity, and efficiency.    

Financial Results

The following is a summary of our first quarter of 2023 financial results.

    •Revenue increased $201 million, or 5% to $3.9 billion compared to the prior  year period reflecting organic revenue growth of 7% and a 1% favorable impact  from fiduciary investment income, partially offset by a 3% unfavorable impact  from foreign currency translation.    •Total operating expenses in the first quarter increased 4% to $2.4 billion  compared to the prior year period due primarily to an increase in expense  associated with 7% organic revenue growth and investments in long-term growth,  partially offset by a $67 million favorable impact from foreign currency  translation.    •Operating margin increased to 38.1% from 37.2% in the prior year period. The  increase was driven by an increase in operating expenses as listed above and  organic revenue growth of 7%.    

•Due to the factors set forth above, Net income increased $31 million to $1,079 million compared to the prior year period.

•Diluted earnings per share was $5.07 compared to $4.73 per share for the prior year period.

    •Cash flows provided by operations for the first three months of 2023 decreased  $20 million, or 4%, to $443 million compared to the prior year period, primarily  due to higher cash tax payments, partially offset by strong operating income  growth.    We focus on four key metrics not presented in accordance with U.S. GAAP that we  communicate to shareholders: organic revenue growth, adjusted operating margin,  adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics  should be viewed in addition to, not instead of, our Condensed Consolidated  Financial Statements. The following is our measure of performance against these  four metrics for the first quarter of 2023:    •Organic revenue growth is a non-GAAP measure defined under the caption "Review  of Consolidated Results - Organic Revenue Growth." Organic revenue growth was 7%  for the first quarter of 2023, driven by ongoing strong retention and net new  business generation.    •Adjusted operating margin, a non-GAAP measure defined under the caption "Review  of Consolidated Results - Adjusted Operating Margin," was 38.7% for the first  quarter of 2023 compared to 38.0% in the prior year period. The increase in  adjusted operating margin primarily reflects organic revenue growth, partially  offset by increased expenses and investments in long-term growth.    •Adjusted diluted earnings per share, a non-GAAP measure defined under the  caption "Review of Consolidated Results - Adjusted Diluted Earnings per Share,"  was $5.17 per share for the first quarter of 2023, compared to $4.83 per share  for the respective prior year period.    •Free cash flow, a non-GAAP measure defined under the caption "Review of  Consolidated Results - Free Cash Flow," decreased in the first three months of  2023 by $73 million from the prior year period, to $367 million, reflecting a  decrease in cash flows from operations and by a $53 million increase in capital  expenditures.    

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

    For many companies, the management of ESG risks and opportunities has become  increasingly important, and ESG-related challenges, such as extreme weather  events, supply chain disruptions, cyber events, regulatory changes, ongoing  public health impacts, and the increased focus on workforce resilience in  various work environments, continue to create volatility and uncertainty for our  clients. Aon offers a wide range of risk assessment, consulting and advisory  solutions, many of which are significant parts of our core business offerings,  designed to address and manage ESG issues for clients, and to enable our clients  to create more sustainable value. We view ESG risks as a valuable opportunity  for Aon to work together as one firm to address client needs and improve our  impact on ESG matters.                                             24
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REVIEW OF CONSOLIDATED RESULTS

Summary of Results

Our consolidated results are as follows (in millions):

Three Months Ended March 31,

                                                                                    2023                 2022  Revenue  Total revenue                                                                 $        3,871          $  3,670  Expenses  Compensation and benefits                                                              1,792             1,767  Information technology                                                                   139               123  Premises                                                                                  75                72  Depreciation of fixed assets                                                              38                38  Amortization and impairment of intangible assets                                          25                28  Other general expense                                                                    329               275  Total operating expenses                                                               2,398             2,303  Operating income                                                                       1,473             1,367  Interest income                                                                            5                 3  Interest expense                                                                        (111)              (91)  Other income (expense)                                                                   (25)               25  Income before income taxes                                                             1,342             1,304  Income tax expense                                                                       263               256    Net income                                                                             1,079             1,048  Less: Net income attributable to noncontrolling interests                                 29                25  Net income attributable to Aon shareholders                                   $        1,050          $  1,023  Diluted net income per share attributable to Aon shareholders               

$ 5.07 $ 4.73

    Weighted average ordinary shares outstanding - diluted                                 207.1             216.4      Revenue    Total revenue increased $201 million, or 5%, to $3,871 million, compared to the  prior year period, with organic revenue growth of 7%, driven by ongoing strong  retention, net new business generation, and management of the renewal book  portfolio, and a 1% favorable impact from fiduciary investment income, partially  offset by a 3% unfavorable impact from foreign currency translation.    Commercial Risk Solutions organic revenue growth of 6% reflects strong growth  across most major geographies driven by strong retention, net new business  generation, and management of the renewal book portfolio. Growth in retail  brokerage was highlighted by double-digit growth in EMEA, Latin America, and the  Pacific driven by continued strength in core P&C. U.S. retail brokerage grew  modestly after growing double-digits in the prior year period and reflecting the  impact of the external M&A and IPO markets on M&A services. Results also reflect  strong growth globally in the affinity business across both consumer and  business solutions, including growth in the travel and events practice and  Digital Client Solutions. On average globally, exposures and pricing were  positive, resulting in a modestly positive market impact.    Reinsurance Solutions organic revenue growth of 9% reflects strong growth in  treaty, driven by strong retention and continued net new business generation, as  well as double-digit growth in both the Strategy and Technology Group and  facultative placements. Market impact was modestly positive on results in the  quarter. The majority of revenue in our treaty portfolio is recurring in nature  and is recorded in connection with the major renewal periods that take place  throughout the first half of the year.    Health Solutions organic revenue growth of 8% reflects growth globally in core  health and benefits brokerage, driven by strong retention, net new business  generation, and management of the renewal book portfolio. Strength in the core  was highlighted by double-digit growth in Asia Pacific, U.K., and Latin America.  Results also reflect double-digit growth in Human Capital, driven by data and  advisory solutions.                                           25  --------------------------------------------------------------------------------    Wealth Solutions organic revenue growth of 6% reflects growth in Retirement,  driven by higher advisory demand and project-related work related to pension  de-risking and ongoing impacts of regulatory changes. In Investments, a decrease  in AUM-based delegated investment management revenue due to equity market and  interest rate movements was partially offset by higher advisory demand and  project-related work.    

Compensation and Benefits

    Compensation and benefits expense increased $25 million, or 1%, compared to the  prior year period due primarily to an increase in expense associated with 7%  organic revenue growth, partially offset by a $55 million favorable impact from  foreign currency translation.    Information Technology    Information technology expenses, which represent costs associated with  supporting and maintaining our infrastructure, increased $16 million, or 13%,  compared to the prior year period due primarily to ongoing investments in Aon  Business Services-enabled technology platforms to drive long-term growth and  continued investment in core infrastructure and security.    

Premises

Premises expenses, which represent the cost of occupying offices in various locations throughout the world, increased $3 million, or 4%, in the first quarter of 2023 compared to the prior year period.

Depreciation of Fixed Assets

    Depreciation of fixed assets primarily relates to software, leasehold  improvements, furniture, fixtures, and equipment, computer equipment, buildings,  and automobiles. Depreciation of fixed assets was flat in the first quarter of  2023 compared to the prior year period.    

Amortization and Impairment of Intangible Assets

    Amortization and impairment of intangible assets primarily relates to  finite-lived customer-related and contract-based assets as well as technology  and other assets. Amortization and impairment of intangible assets decreased $3  million, or 11%, compared to the prior year period.    

Other General Expense

    Other general expense in the first quarter of 2023 increased $54 million, or  20%, compared to the prior year period due primarily to an increase in expense  associated with 7% organic revenue growth, including an increase in business  travel expense, especially compared to the prior year period as business travel  was suppressed by COVID-19.    Interest Income    Interest income represents income, net of expense, earned on operating cash  balances and other income-producing investments. It does not include interest  earned on funds held on behalf of clients. During the first quarter of  2023, interest income increased $2 million to $5 million compared to the prior  year period.    Interest Expense    Interest expense, which represents the cost of our debt obligations, increased  $20 million to $111 million compared to the prior year period, reflecting an  increase in total debt and higher interest rates.    

Other Income (Expense)

    Other expense was $25 million for the first quarter of 2023, compared to Other  income of $25 million for the first quarter of 2022. Other expense for the first  quarter of 2023 primarily reflects the unfavorable impact of exchange rates on  the remeasurement of assets and liabilities in non-functional currencies and  non-cash net periodic pension cost. Other income for the first quarter of 2022  primarily reflects a gain from the sale of a business in Wealth Solutions.    

Income before Income Taxes

    Due to the factors discussed above, Income before income taxes for the first  quarter of 2023 was $1,342 million, a 3% increase from $1,304 million in the  first quarter of 2022.    Income Taxes  

The effective tax rate on Net income was 19.6% for the first quarters of 2023 and 2022.

                                       26  --------------------------------------------------------------------------------    For the three months ended March 31, 2023 and March 31, 2022, the tax rate was  primarily driven by the geographical distribution of income and certain discrete  items, primarily the favorable impact of share-based payments.    

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the first quarter of 2023 increased to $1,050 million, or $5.07 per diluted share, from $1,023 million, or $4.73 per diluted share, in the prior year period.

Non-GAAP Metrics

    In our discussion of consolidated results, we sometimes refer to certain  non-GAAP supplemental information derived from consolidated financial  information specifically related to organic revenue growth, adjusted operating  margin, adjusted diluted earnings per share, adjusted net income attributable to  Aon shareholders, adjusted net income per share, other income (expense), as  adjusted, adjusted effective tax rate, free cash flow, and the impact of foreign  exchange rate fluctuations on operating results. Management believes that these  measures are important to make meaningful period-to-period comparisons and that  this supplemental information is helpful to investors. Management also uses  these measures to assess operating performance and performance for compensation.  This non-GAAP supplemental information should be viewed in addition to, not  instead of, our Condensed Consolidated Financial Statements.    

Organic Revenue Growth

    We use supplemental information related to organic revenue growth to help us and  our investors evaluate business growth from existing operations. Organic revenue  growth is a non-GAAP measure that includes the impact of certain intercompany  activity and excludes the impact of changes in foreign exchange rates, fiduciary  investment income, acquisitions, divestitures, transfers between revenue lines,  and gains or losses on derivatives accounted for as hedges. This supplemental  information related to organic revenue growth represents a measure not in  accordance with U.S. GAAP and should be viewed in addition to, not instead of,  our Condensed Consolidated Financial Statements. Industry peers provide similar  supplemental information about their revenue performance, although they may not  make identical adjustments. A reconciliation of this non-GAAP measure to the  reported Total revenue is as follows (in millions, except percentages):                                            Three Months Ended March 31,                                                                                                                          Less: Fiduciary                                       Organic                                                                                                   Less: Currency        Investment Income        Less: Acquisitions,        Revenue Growth                                             2023              2022             % Change             Impact (1)                 (2)             
Divestitures & Other             (3)  Revenue  Commercial Risk Solutions               $  1,778          $ 1,719                    3  %                  (3) %                    2  %                       (2) %                 6  %  Reinsurance Solutions                      1,077              976                   10                     (2)                      2                           1                    9  Health Solutions                             671              638                    5                     (3)                      -                           -                    8  Wealth Solutions                             350              345                    1                     (4)                      -                          (1)                   6  Eliminations                                  (5)              (8)                    N/A                    N/A                     N/A                         N/A                  N/A  Total revenue                           $  3,871          $ 3,670                    5  %                  (3) %                    1  %                        -  %                 7  %      (1)Currency impact represents the effect on prior year period results if they  were translated at current period foreign exchange rates.  (2)Fiduciary investment income for the three months ended March 31, 2023 and  2022, was $52 million and $2 million, respectively.  (3)Organic revenue growth includes the impact of certain intercompany activity  and excludes the impact of changes in foreign exchange rates, fiduciary  investment income, acquisitions, divestitures, transfers between revenue lines,  and gains or losses on derivatives accounted for as hedges.    

Adjusted Operating Margin

    We use adjusted operating margin as a non-GAAP measure of our core operating  performance. Adjusted operating margin excludes the impact of certain items, as  listed below, because management does not believe these expenses are the best  indicators of our core operating performance. This supplemental information  related to adjusted operating margin represents a measure not in accordance with  U.S. GAAP and should be viewed in addition to, not instead of, our Condensed  Consolidated Financial Statements.                                           27  --------------------------------------------------------------------------------

A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions, except percentages):

Three Months Ended March 31,

                                                                             2023                 2022  Revenue                                                                $       3,871           $  3,670    Operating income - as reported                                         $       1,473           $  1,367  Amortization and impairment of intangible assets                                  25                 28    Operating income - as adjusted                                         $       1,498           $  1,395    Operating margin - as reported                                                  38.1   %           37.2  %  Operating margin - as adjusted                                                  38.7   %           38.0  %        

Adjusted Diluted Earnings per Share

    We use adjusted diluted earnings per share as a non-GAAP measure of our core  operating performance. Adjusted diluted earnings per share excludes the impact  of certain items, as listed below, because management does not believe these  expenses are the best indicators of our core operating performance. This  supplemental information related to adjusted diluted earnings per share  represents a measure not in accordance with U.S. GAAP and should be viewed in  addition to, not instead of, our Condensed Consolidated Financial Statements. A  reconciliation of this non-GAAP measure to reported diluted earnings per share  is as follows (in millions, except per share data and percentages):                                                                                  Three Months Ended March 31, 2023                                                                                                                   Non-GAAP                                                                         U.S. GAAP            Adjustments          Adjusted  Operating income                                                    $     1,473           $         25          $ 1,498  Interest income                                                               5                      -                5  Interest expense                                                           (111)                     -             (111)  Other income (expense)                                                      (25)                     -              (25)  Income before income taxes                                                1,342                     25            1,367  Income tax expense (1)                                                      263                      5              268    Net income                                                                1,079                     20            1,099  Less: Net income attributable to noncontrolling interests                    29                      -               29  Net income attributable to Aon shareholders                         $     1,050           $         20          $ 1,070    

Diluted net income per share attributable to Aon shareholders $ 5.07

           $       0.10          $  5.17    Weighted average ordinary shares outstanding - diluted                    207.1                      -            207.1  Effective tax rates (1)                                                    19.6   %                                19.6  %                                               28
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                                                                                Three Months Ended March 31, 2022                                                                                                                   Non-GAAP                                                                         U.S. GAAP            Adjustments          Adjusted  Operating income                                                    $     1,367           $         28          $ 1,395  Interest income                                                               3                      -                3  Interest expense                                                            (91)                     -              (91)  Other income                                                                 25                      -               25  Income before income taxes                                                1,304                     28            1,332  Income tax expense (1)                                                      256                      6              262    Net income                                                                1,048                     22            1,070  Less: Net income attributable to noncontrolling interests                    25                      -               25  Net income attributable to Aon shareholders                         $     1,023           $         22          $ 1,045    

Diluted net income per share attributable to Aon shareholders $ 4.73

           $       0.10          $  4.83    Weighted average ordinary shares outstanding - diluted                    216.4                      -            216.4  Effective tax rates (1)                                                    19.6   %                                19.7  %    

(1)Adjusted items are generally taxed at the estimated annual effective tax rate.

Free Cash Flow

    We use free cash flow, defined as cash flow provided by operations less capital  expenditures, as a non-GAAP measure of our core operating performance and  cash-generating capabilities of our business operations. This supplemental  information related to free cash flow represents a measure not in accordance  with U.S. GAAP and should be viewed in addition to, not instead of, our  Condensed Consolidated Financial Statements. The use of this non-GAAP measure  does not imply or represent the residual cash flow for discretionary  expenditures. A reconciliation of this non-GAAP measure to the reported Cash  provided by operating activities is as follows (in millions):                                                        Three Months Ended 

March 31,

                                                            2023              

2022

  Cash provided by operating activities      $           443                        $ 463  Capital expenditures                                   (76)                         (23)  Free cash flow                             $           367                        $ 440    

Impact of Foreign Exchange Rate Fluctuations

    Because we conduct business in over 120 countries and sovereignties, foreign  exchange rate fluctuations may have a significant impact on our business.  Foreign exchange rate movements may be significant and may distort true  period-to-period comparisons of changes in revenue or pretax income. Therefore,  to give financial statement users meaningful information about our operations,  we have provided an illustration of the impact of foreign currency exchange  rates on our financial results. The methodology used to calculate this impact  isolates the impact of the change in currencies between periods by translating  the prior year quarter's revenue, expenses, and net income using the current  quarter's foreign exchange rates.    Currency fluctuations had an unfavorable impact of $0.14 on net income per  diluted share during the three months ended March 31, 2023 if prior year period  results were translated at current period foreign exchange rates. Currency  fluctuations had an unfavorable impact of $0.19 on net income per diluted share  during the three months ended March 31, 2022 if 2021 results were translated at  2022 rates.    Currency fluctuations had an unfavorable impact of $0.14 on adjusted diluted  earnings per share during the three months ended March 31, 2023 if prior year  period results were translated at current period foreign exchange rates.  Currency fluctuations had an unfavorable impact of $0.19 on adjusted diluted  earnings per share during the three months ended March 31, 2022 if 2021 results  were translated at 2022 rates. These translations are performed for comparative  and illustrative purposes only and do not impact the accounting policies or  practices for amounts included in our Condensed Consolidated Financial  Statements.                                           29  --------------------------------------------------------------------------------

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

    We believe that our balance sheet and strong cash flow provide us with adequate  liquidity. Our primary sources of liquidity in the near-term include cash flows  provided by operations and available cash reserves; primary sources of liquidity  in the long-term include cash flows provided by operations, debt capacity  available under our credit facilities, and capital markets. Our primary uses of  liquidity are operating expenses and investments, capital expenditures,  acquisitions, share repurchases, pension obligations, and shareholder dividends.  We believe that cash flows from operations, available credit facilities,  available cash reserves, and the capital markets will be sufficient to meet our  liquidity needs, including principal and interest payments on debt obligations,  capital expenditures, pension contributions, and anticipated working capital  requirements in the next twelve months and over the long-term.    Cash on our balance sheet includes funds available for general corporate  purposes, as well as amounts restricted as to their use. Funds held on behalf of  clients in a fiduciary capacity are segregated and shown together with  uncollected insurance premiums in Fiduciary assets in our Condensed Consolidated  Statements of Financial Position, with a corresponding amount in Fiduciary  liabilities.    In our capacity as an insurance broker or agent, we collect premiums from  insureds and, after deducting our commission, remit the premiums to the  respective insurance underwriters. We also collect claims or refunds from  underwriters on behalf of insureds, which are then returned to the insureds.  Unremitted insurance premiums and claims are held by us in a fiduciary capacity.  The levels of funds held on behalf of clients and liabilities can fluctuate  significantly depending on when we collect the premiums, claims, and refunds,  make payments to underwriters and insureds, and collect funds from clients and  make payments on their behalf, and upon the impact of foreign currency  movements. Funds held on behalf of clients, because of their nature, are  generally invested in very liquid securities with highly rated, credit-worthy  financial institutions. Fiduciary assets include funds held on behalf of clients  comprised of cash and cash equivalents of $7.1 billion and $6.4 billion at  March 31, 2023 and December 31, 2022, respectively, and fiduciary receivables of  $9.6 billion and $9.5 billion at March 31, 2023 and December 31, 2022,  respectively. While we earn investment income on the funds held in cash and  money market funds, the funds cannot be used for general corporate purposes.    We maintain multicurrency cash pools with third-party banks in which various Aon  entities participate. Individual Aon entities are permitted to overdraw on their  individual accounts provided the overall global balance does not fall below  zero. At March 31, 2023, non-U.S. cash balances of one or more entities may have  been negative; however, the overall balance was positive.    

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of March 31, 2023 (in millions):

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