Aon PLC

Good morning, and thank you for holding. Welcome to Aon PLC's second quarter 2021 conference call. At this time, all parties will be in a listen-only mode until the question-answer portion of today's call. I would like to remind all parties that this call is being recorded. If anyone has an objection, you may disconnect your line at this time. It is important to note that some of the comments in today's call may constitute certain statements that are forward-looking in nature, as defined by the Private Securities Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. Information concerning risk factors that could cause such differences are described in the press release covering our second quarter 2021 results, as well as having been posted on our website. Now it is my pleasure to turn the call over to Greg Case, CEO of Aon PLC.

Thank you, Operator, and good morning, everyone. Welcome to our second quarter conference call. I'm joined virtually by Krista Davies, our CFO, and Eric Anderson, our president. As in previous quarters, we posted a detailed financial presentation on our website. We want to begin by thanking our 50,000 Aon colleagues for their dedication and focus on serving clients. Over the last year plus, certainly every organization around the world has wrestled with how to best support employees, how to manage record volatility, and how to deliver more value to customers. At Aon, our colleagues have led through all this while also preparing for substantial integration. What our team has accomplished is extraordinary. Today, we move forward with the benefit of all that work without the constraint of regulatory uncertainty. My remarks will cover our outstanding financial performance in Q2 and year-to-date, provide some observations on the termination of our combination with Willis Towers Watson, then speak to our go-forward plan to continue delivering great service and innovation on behalf of clients, enabling growth for colleagues, and delivering excellent return to shareholders. In Q2, our global team delivered outstanding results across each of our key financial metrics. And I note particular strength across the top and bottom line, with 11% organic revenue growth driven by mid-single-digit or greater organic revenue growth from every solution line, highlighted the particular strength in commercial risk at 14%, which translated into 17% adjusted EPS growth in Q2 and 13% free cash flow growth for the first half. Our 8% organic revenue growth for the first half reflects mid-single-digit or greater organic revenue growth from four of our five solution lines. Our A&E United strategy is delivering net new business generation and ongoing strong retention. We also saw double-digit growth overall in the more discretionary portions of our business, including transaction liability, human capital, and project-related work within commercial risk solutions. One fantastic Aon United client example in the quarter was around cybersecurity organization design. Aon colleagues came together across solution lines to address a significant yet common client challenge. Our client's cyber risk was increasing, while their security organization faced a rapidly increasing cost with attracting and retaining top talent to execute their cyber defense strategy. colleagues from our cyber solutions group within commercial risk and from our rewards practice within human capital combined with our unique expertise in cyber risk with best practices and benchmarking around talent and compensation. The result for our client is an organizational design solution that aligns their HR and technology teams to manage their cyber risk in a more cost-sensitive way. The result for Aon is a repeatable offering that helps address a common need for many of our clients in an area of growing risk. I would also note that we saw strong global macroeconomic conditions in the quarter. So we continue to assess three key factors, as we have since the beginning of the pandemic. Those factors are the virus and vaccine rollout, including the potential impacts of the Delta variant, as well as government stimulus and overall GDP growth. These macro conditions do affect our clients and our business. For example, we continue to see impact to our travel and defense practice within data and analytics services. Considering the current outlook for these factors, we continue to expect mid-single-digit or greater organic revenue growth for the full year 2021 and over the long term. Turning now to the termination of our combination with Willis Towers Watson. We recently announced our mutual agreement to move forward as two independent companies. On behalf of Aon, I'd like to thank our counterparts at Willis Towers Watson for their professionalism over the past 16 months since we announced the transaction. We have the utmost respect for them and have truly enjoyed getting to know the team. The combination had significant regulatory momentum, including notably approval from the European Commission, as well as approval from many jurisdictions globally who had thoroughly evaluated and vetted the transaction. The exception was the United States. The demands made by the U.S. Department of Justice on our U.S. business would have stifled innovation and reduced our client-serving capabilities. Meeting these demands would have significantly impacted our existing U.S. business, the potential shareholder value creation of the combination, and our ability to continue to derive ongoing progress against our key financial metrics. Similarly, the path forward on litigation was untenable because current courts appeared to take us well into 2022, and we could not accept that level of delay. Ultimately, the choice was clear. would never compromise colleague and client priorities to close the combination. Our decision to end the combination and pay the termination fee creates certainty and clarity about how we move forward. And we're confident this is the right decision for our firm, for our colleagues, our clients, and our shareholders. We move forward with energy and high confidence in our ability to continue delivering new and innovative solutions for clients, exceptional opportunity for colleagues, and financial performance for shareholders. As we look forward, there are three important points that were clear when we announced the combination and are equally, if not more important now. First, the world is becoming more volatile, and clients need a partner capable of accelerating innovation on their behalf. Just look at the socioeconomic impact of the pandemic, the rise of state-sponsored cyber hacking, the floods in Eastern Europe, the fires in Western America, and the challenges globally of working remotely. Second, The events of the past 16 months have honed the power of A&United in our ability to work together to deliver new sources of value to clients. Over this time, we crystallized our operating model and cemented our one firm mindset. We've uncovered countless new growth, investment, and efficiency opportunities. And at this point, we're better connected across our firm with all the value of this work and none of the integration distractions. Third, We're moving forward with a proven platform and are operating from a position of strength and momentum, as demonstrated by our client feedback and colleague engagement scores at or approaching their highest levels for the past decade. Our colleagues are delivering client retention and net new business generation across all solution lines, driving 8% organic revenue growth over the first half and 11% organic revenue growth this quarter, our strongest performance in almost two decades. And our Aon Business Services operating platform is digitizing our firm, improving the client experience and enabling efficiency as demonstrated by operating margin expansion and 13% free cash flow growth in the first half. Aon has never been in a better position to propel top and bottom line growth and build on over a decade of progress on our key financial metrics. In summary, our second quarter results demonstrate the success and momentum of our Aon United strategy. We're operating from a position of strength, and we've never been better positioned to deliver for clients, support our colleagues, and generate shareholder value. Now I'd like to turn the call over to Krista for her thoughts on our results, the financial impact of the termination, and our long-term outlook for continued shareholder value creation. Krista?

Thanks so much, Greg, and good morning, everyone. We delivered continued progress for both the quarter and year-to-date, including an impressive 11% organic revenue growth in Q2. Through the first half of the year, we've translated strong organic revenue growth into double-digit operating income, earnings per share, and free cash flow growth, demonstrating the power of our Aon United strategy. As I further reflect on our performance through the first half of the year, as Greg noted, organic revenue growth was 11% in the second quarter and 8% year-to-date. We continue to expect mid-single-digit or greater organic revenue growth for the full year 2021 and over the long term. I would also note that total reported revenue was up 16% in Q2 and 12% year-to-date, including the favorable impact from changes in FX rates driven by a weaker US dollar versus most currencies. Our strong revenue growth and ongoing operational discipline contributed to adjusted operating income growth of 11% in Q2 and 14% through the first half of the year. Turning to expenses and margins, there are two key points I wanted to describe further. First, I want to speak to the impact of our previously communicated repassioning of expenses as compared to COVID impacted spend in 2020, which I'll describe before any 2021 growth. As we communicated in Q1, the timing of expenses is changing year over year, such that $135 million of expenses moved into Q2 from Q4, This impact is due to the actions we took and highlighted last year as we reduced discretionary expenses to be prepared for the potential impacts of COVID-19 and potential macroeconomic distress. The $135 million is approximately 1.5% of our total 2020 expense base. In Q2, this repatterning negatively impacted margins by approximately 470 basis points, resulting in Q2 operating margin contraction of 100 basis points, Excluding this impact, margins would have expanded by 370 basis points in Q2 and 250 basis points for the first half of 2021. As we said before, we expected a further $65 million to move from Q4 into Q3 for a total of $200 million of expenses moving out of Q4. A second key factor impacting margins has been the relative speeds of revenue growth and investment. In Q2, excluding the impact of repatterning, our strong revenue growth significantly outpaced expense growth. We continue to evaluate investments using our ROIC framework. While we made deliberate investments in people, operations, and technology to enable long-term growth, the expenses associated with these investments were not fully incurred in Q2 and will ramp up during the second half of the year. We also anticipate some potential resumption of T&E and modest potential increases in real estate costs as more colleagues return to the office. Collectively, the headwind from expense repatterning and tailwind from slower investment as compared to growth were the main factors driving 100 basis points of margin contraction in Q2 and the 40 basis points of margin expansion in the first half of 2021. Looking forward, as we said historically, we expect to deliver full margin expansion for 2021 and over the long term. Turning back to the results in the quarter, we've translated strong operating income growth into adjusted EPS growth of 17% in Q2 and 16% year-to-date. As noted in our earnings material, FX translation was a favourable impact of approximately $0.04 in Q2 and $0.22 year-to-date. If currency remained stable at today's rates, we'd expect a $0.02 per share favorable impact in Q3 and $0.01 per share favorable impact in Q4. As Greg mentioned, Aon and Willis-Tiles-Watson mutually agreed to terminate our business combination agreement and move forward immediately as two independent firms. In accordance with the business combination agreement, we have paid the billion-dollar termination fee to Willis-Tiles-Watson. With respect to the termination fee, our U.S. businesses were the primary focus of the Department of Justice's challenge, and we paid this fee to defend that business from additional remedied vestiges that are essential to our ability to serve clients, as well as the continuing delay and uncertainty in completing the combination. As part of the termination, we also expect to incur approximately $350 to $400 million of additional charges in Q3 related to transaction costs and compensation expenses, as well as a small number of actions related to further steps on our Air and United operating model. These charges are related to costs to terminate and conclude the combination, including related divestitures. They will all be incurred in Q3 as part of a clean break with Willis-Tiles Watson. Given the outstanding work our colleagues have done over the last past 16 months, we've taken steps internally to ensure our colleagues share in the growth potential of the firm going forward. And this includes those who have previously offered retention bonuses in connection with the combination. The majority of the cash relating to these charges will be paid in Q3 and Q4. Aside from these transaction costs, we do not expect any further significant impacts from the termination of the transaction on our financials going forward. Excluding the termination fee, our performance and outlook for free cash flow growth in 2021 and going forward remains strong. Free cash flow increased 13% year-to-date to $1.3 billion, driven primarily by strong operating income growth and a decline in structural uses of cash. We continue to expect to drive free cash flow growth over the long term, building on our long-term track record of 14% CAGR over the last 10 years. based on operating income growth, working capital improvements, and reduced structural uses of cash. As we communicated in Q1, we continue to expect CapEx for the full year to increase modestly year over year as we invest in technology to drive business growth. Given our outlook for long-term free cash flow growth, we expect share of purchase to continue to remain our highest return on capital opportunity for capital allocation. In the second quarter, we repurchased approximately 1.1 million shares for approximately $240 million. We also expect to continue to invest organically and inorganically in innovative content and capabilities to address unmet client needs. Our priority areas of investments are focused on addressing new forms of volatility like cyber, helping clients build a resilient workforce with better solutions around engagement and employee benefits, rethinking access to capital, such as within intellectual property solutions, and addressing the underserved with digital solutions like CoverWallet. Our M&A pipeline is focused on bringing innovation at scale to our clients' biggest challenges, delivered by the connectivity of Aon United. Now turning to our balance sheet and debt capacity. We remain confident in the strength of our balance sheet and manage liquidity risk through a well-laddered debt maturity profile. Our financial profile has improved over the past 18 months, and considering our June 30 balance sheet and the payment of the termination fee, we estimate we have $1.5 billion of additional debt capacity for discretionary use in the second half, as we return to historical leverage ratios while maintaining our current investment-grade credit ratings. Over the long term, we expect to return to our past practice of growing debt as EBITDA grows. Further, I'd note that free cash flow generation in the second half is seasonally stronger than the first half, and we intend to allocate this cash to our highest and best use based on return on capital. In summary, we ended the second quarter in a position of strength as our Aon United strategy and investments in long-term growth are driving strong top and bottom line performance. While the termination of our combination with Willis Towers Watson was not the outcome we originally intended, the opportunity for Aon has only grown. Our disciplined approach to return on capital, combined with our expected long-term free cash flow growth and increased debt opportunity, provides financial flexibility to unlock significant shareholder value creation over the long term. With that, I'll turn the call back to the operator, and we'd be happy to take your questions.