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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-7933

Aon Corporation
(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
  36-3051915
(IRS Employer
Identification No.)

200 E. RANDOLPH STREET, CHICAGO, ILLINOIS
(Address of Principal Executive Offices)

 

60601
(Zip Code)

(312) 381-1000
(Registrant's Telephone Number, Including Area Code)

        Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ý    NO o

        Number of shares of common stock outstanding:

Class
  No. Outstanding
as of 6-30-03

$1.00 par value Common   312,848,932




Part 1
Financial Information
Aon Corporation
Condensed Consolidated Statements of Financial Position

 
  As of
 
 
  June 30,
2003

  Dec. 31,
2002

 
 
  (Unaudited)
   
 
 
  (millions)
 
ASSETS              
Investments              
  Fixed maturities at fair value   $ 2,506   $ 2,089  
  Equity securities at fair value     52     62  
  Short-term investments     4,044     3,836  
  Other investments     682     600  
   
 
 
    Total investments     7,284     6,587  

Cash

 

 

470

 

 

506

 
Receivables              
  Risk and insurance brokerage services and consulting     9,924     8,430  
  Other receivables     1,249     1,213  
   
 
 
    Total receivables     11,173     9,643  
Deferred Policy Acquisition Costs     957     882  
Goodwill (net of accumulated amortization:
2003—$778, 2002—$723)
    4,310     4,099  
Other Intangible Assets (net of accumulated amortization:
2003—$267, 2002—$238)
    197     225  
Property and Equipment, Net     871     865  
Other Assets     2,648     2,527  
   
 
 
  TOTAL ASSETS   $ 27,910   $ 25,334  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Insurance Premiums Payable   $ 11,876   $ 9,904  
Policy Liabilities              
  Future policy benefits     1,354     1,310  
  Policy and contract claims     1,425     1,251  
  Unearned and advance premiums and contract fees     2,724     2,610  
  Other policyholder funds     88     139  
   
 
 
    Total Policy Liabilities     5,591     5,310  
General Liabilities              
  General expenses     1,909     2,012  
  Short-term borrowings     271     117  
  Notes payable     1,490     1,671  
  Other liabilities     1,703     1,673  
   
 
 
    TOTAL LIABILITIES     22,840     20,687  
Commitments and Contingent Liabilities              
Redeemable Preferred Stock     50     50  
Company-Obligated Mandatorily Redeemable Preferred Capital Securities of Subsidiary Trust Holding Solely the Company's Junior Subordinated Debentures     702     702  
Stockholders' Equity              
  Common stock—$1 par value     335     333  
  Paid-in additional capital     2,286     2,228  
  Accumulated other comprehensive loss     (786 )   (954 )
  Retained earnings     3,454     3,251  
  Less—Treasury stock at cost     (789 )   (794 )
      Deferred compensation     (182 )   (169 )
   
 
 
      TOTAL STOCKHOLDERS' EQUITY     4,318     3,895  
   
 
 
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 27,910   $ 25,334  
   
 
 

See the accompanying notes to the condensed consolidated financial statements.

2



Aon Corporation
Condensed Consolidated Statements of Income
(Unaudited)

 
  Second Quarter Ended
  Six Months Ended
 
 
  June 30,
2003

  June 30,
2002

  June 30,
2003

  June 30,
2002

 
 
  (millions except per share data)

 
Revenue                          
  Brokerage commissions and fees   $ 1,713   $ 1,510   $ 3,389   $ 2,954  
  Premiums and other     635     638     1,267     1,173  
  Investment income     90     (26 )   170     83  
   
 
 
 
 
    Total revenue     2,438     2,122     4,826     4,210  
   
 
 
 
 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 
  General expenses     1,817     1,671     3,526     3,134  
  Benefits to policyholders     325     391     670     705  
  Interest expense     27     30     55     59  
  Amortization of intangible assets     15     14     28     25  
  Unusual charges—World Trade Center     9         46      
   
 
 
 
 
    Total expenses     2,193     2,106     4,325     3,923  
   
 
 
 
 

Income Before Income Tax and Minority Interest

 

 

245

 

 

16

 

 

501

 

 

287

 
  Provision for income tax     90     6     185     107  
   
 
 
 
 
Income Before Minority Interest     155     10     316     180  
  Minority interest—8.205% trust preferred capital securities     (9 )   (10 )   (18 )   (20 )
   
 
 
 
 
Net Income   $ 146   $   $ 298   $ 160  
   
 
 
 
 
  Preferred stock dividends             (1 )   (1 )
   
 
 
 
 
Net Income Available for Common Stockholders   $ 146   $   $ 297   $ 159  
   
 
 
 
 

Basic Net Income Per Share

 

$

0.46

 

$


 

$

0.94

 

$

0.58

 
   
 
 
 
 

Dilutive Net Income Per Share

 

$

0.46

 

$


 

$

0.94

 

$

0.57

 
   
 
 
 
 

Cash dividends per share paid on common stock

 

$

0.15

 

$

0.225

 

$

0.30

 

$

0.45

 
   
 
 
 
 
Dilutive average common and common equivalent shares outstanding     318.2     278.0     316.7     277.3  
   
 
 
 
 

See the accompanying notes to the condensed consolidated financial statements.

3



Aon Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
  Six Months Ended
 
 
  June 30, 2003
  June 30, 2002
 
 
  (millions)

 
Cash Flows from Operating Activities:              
  Net income   $ 298   $ 160  
  Adjustments to reconcile net income to cash provided by operating activities              
    Insurance operating assets and liabilities, net of reinsurance     19     68  
    Amortization of intangible assets     28     25  
    Depreciation and amortization of property, equipment and software     119     101  
    Income taxes     15     (51 )
    Special and unusual charges and purchase accounting liabilities     (2 )   (14 )
    Valuation changes on investments, income on disposals and impairments     (68 )   96  
    Other receivables and liabilities—net     318     220  
   
 
 
      Cash Provided by Operating Activities     727     605  
   
 
 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 
  Sale of investments              
    Fixed maturities              
      Maturities     121     128  
      Calls and prepayments     42     68  
      Sales     939     592  
    Equity securities     22     100  
    Other investments     (3 )   29  
  Purchase of investments              
    Fixed maturities     (1,370 )   (943 )
    Equity securities     (1 )   (14 )
    Other investments         (6 )
  Short-term investments—net     (206 )   66  
  Acquisition of subsidiaries     (41 )   (42 )
  Proceeds from sale of operations     30      
  Property and equipment and other—net     (105 )   (106 )
   
 
 
      Cash Used by Investing Activities     (572 )   (128 )
   
 
 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 
  Treasury and common stock transactions—net     (6 )   23  
  Issuance of short-term borrowings—net     144     15  
  Issuance of long-term debt     119     121  
  Repayment of long-term debt     (303 )    
  Interest sensitive, annuity and investment-type contracts              
    Withdrawals     (57 )   (203 )
  Cash dividends to stockholders     (95 )   (124 )
   
 
 
      Cash Used by Financing Activities     (198 )   (168 )
   
 
 

Effect of Exchange Rate Changes on Cash

 

 

7

 

 

13

 
   
 
 
Increase (Decrease) in Cash     (36 )   322  
Cash at Beginning of Period     506     439  
   
 
 
Cash at End of Period   $ 470   $ 761  
   
 
 

See the accompanying notes to condensed consolidated financial statements.

4



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.     Statement of Accounting Principles

        The financial results included in this report are stated in conformity with accounting principles generally accepted in the United States and are unaudited but include all normal recurring adjustments which the Registrant (Aon) considers necessary for a fair presentation of the results for such periods. These interim figures are not necessarily indicative of results for a full year as further discussed below.

        Refer to the consolidated financial statements and notes in the Annual Report on Form 10-K for the year ended December 31, 2002 for additional details of Aon's financial position, as well as a description of the accounting policies which have been continued without material change.

        Certain amounts in prior year's condensed consolidated financial statements relating to segments have been reclassified to conform to the 2003 presentation.

Stock Compensation Plans

        Aon applies Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for its stock-based compensation plans. Accordingly, no compensation expense has been recognized for its stock option plan as the exercise price of the options equaled the market price of the stock at the date of grant. Compensation expense has been recognized for stock awards based on the market price at the date of the award.

        The following table illustrates the effect on net income and earnings per share if Aon had applied the fair value recognition provision of Financial Accounting Standards Board (FASB) Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

 
  Second Quarter ended June 30,
  Six Months ended June 30,
 
  2003
  2002
  2003
  2002
 
  (millions except per share data)

Net income, as reported   $ 146   $   $ 298   $ 160
Add: Stock based employee compensation expense included in reported net income, net of related tax effects     7     5     12     9
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects     13     12     25     22
   
 
 
 
Pro forma net income (loss)   $ 140   $ (7 ) $ 285   $ 147
   
 
 
 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 
  Basic                        
    As reported   $ 0.46   $ 0.00   $ 0.94     0.58
    Pro forma     0.44     (0.03 )   0.90     0.53
 
Dilutive

 

 

 

 

 

 

 

 

 

 

 

 
    As reported   $ 0.46   $ 0.00   $ 0.94     0.57
    Pro forma     0.44     (0.03 )   0.90     0.52

        The pro forma information reflected above may not be representative of the amounts to be expected in future years as the fair value method of accounting contained in FASB Statement No. 123 has not been applied to options and awards granted prior to January 1995.

Endurance Warrants

        In December 2001, Aon's underwriting subsidiaries invested $227 million in Endurance Specialty Holdings, Ltd., formerly known as Endurance Specialty Insurance Ltd. (Endurance), a Bermuda-based insurance and reinsurance company formed to provide additional underwriting capacity to commercial property and casualty insurance and reinsurance clients. In conjunction with this common stock investment, Aon's underwriting subsidiaries also received approximately 4 million stock purchase warrants which allow Aon to purchase additional Endurance common stock through December 2011. These warrants meet the definition of a derivative as described in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which requires

5



them to be recorded in the financial statements at fair value, with changes in fair value recognized in earnings on a current basis.

        Through December 31, 2002, these warrants had been carried at fair value, which approximated their original cost. Fair value had been estimated, taking into consideration the original cost, subjectivity in determining the value of the underlying shares since Endurance was not yet publicly traded, illiquidity of the underlying shares, recent capital transactions in 2002 between Endurance and its shareholders for the warrants and the general uncertainty regarding the ability of Endurance to access the public markets.

        In first quarter 2003, Endurance completed its initial public offering, which provided a market value for the underlying shares and removed much of the uncertainty regarding the fair value of Endurance and the warrants. Aon has obtained third-party independent valuations of these warrants. The independent valuation experts utilized the Black-Scholes pricing model to determine that the warrants had a fair value of approximately $66 million as of June 30, 2003, an increase of $21 million pretax from March 31, 2003.

        The valuation assumptions used in the model at June 30, 2003 were as follows:

•    Maturity (in years)     8.46  
•    Spot Price   $ 27.52  
•    Risk Free Interest Rate     3.74 %
•    Dividend Yield     0.00 %
•    Volatility     27 %
•    Exercise Price   $ 17.28  

        The spot and exercise prices are reduced by expected future dividends.

        The $66 million (pretax) year-to-date increase and $21 million (pretax) quarterly increase in value was recognized as investment income in the Corporate and Other segment. The future value of the warrants may vary considerably from the value at June 30, 2003 due to the inherent volatility of the underlying shares, as well as the passage of time and changes in other factors that are employed in the valuation model.

2.     Accounting and Disclosure Changes

        In June 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Statement No. 146 supercedes Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). Statement No. 146 was effective January 1, 2003. This Statement did not have a material impact on Aon's consolidated financial statements.

        In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). Guarantees meeting the characteristics described in FIN 45 are required to be initially recorded at fair value, which is different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45's disclosure requirements are applicable for each guarantee, or each group of similar guarantees, even if the likelihood of the guarantor having to make payments is remote.

        FIN 45's disclosure requirements were effective for financial statements ending after December 15, 2002. FIN 45's initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Implementation of this Interpretation did not have a material impact on Aon's consolidated financial statements.

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). This Interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 identifies circumstances in which the consolidation decision should be based on voting interests and other circumstances in which the consolidation decision should be based on variable interests.

        The provisions of FIN 46 are effective for variable interest entities created after January 31, 2003, and are effective for variable interest entities existing prior to that date beginning July 1, 2003. Management is currently

6



evaluating the impact FIN 46 will have on Aon's consolidated financial statements. This evaluation process is complex and there is limited implementation guidance available. The adoption of FIN 46 is not expected to have a material effect on Aon's consolidated financial statements.

        In April 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The intent of this Statement is more consistent reporting of contracts as either freestanding derivative instruments subject to Statement No. 133 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features. Statement No. 149 amends Statement No. 133 as a result of (1) decisions previously made as part of the Derivatives Implementation Group (DIG) process, (2) changes made in connection with other FASB projects dealing with financial instruments, and (3) deliberations in connection with issues raised in relation to the application of the definition of a derivative.

        Statement No. 149 is effective for contracts entered into or modified after June 30, 2003, and hedging relationships designated after June 30, 2003. Provisions of Statement No. 149 that represent the codification of previous DIG decisions are already effective. This Statement will not have a material impact on Aon's consolidated financial statements.

        In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity.

        Statement No. 150 must be applied immediately to instruments entered into or modified after May 15, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. As of July 1, 2003, Aon will reclassify as liabilities its Redeemable Preferred Stock ($50 million) and Company-Obligated Mandatorily Redeemable Preferred Capital Securities of Subsidiary Trust Holding Solely the Company's Junior Subordinated Debentures (Capital Securities—$702 million). The amounts reclassified will be at fair value. The fair value and book value at such date were $868 million and $752 million, respectively. The difference between fair value and book value at July 1, 2003 will result in a decrease in net income of $73 million ($0.23 per share) and will be reflected on the condensed consolidated statements of income as a cumulative effect of change in accounting principle, net of tax, in third quarter 2003. Future changes in the fair value will be reflected in interest expense. Dividends paid on the Capital Securities (currently shown as minority interest, net of tax on the condensed consolidated statements of income) and the Redeemable Preferred Stock will be included in interest expense in future quarters. There will be no reclassification of previously reported amounts.

3.     Income Per Share

        Income per share is calculated as follows:

 
  Second Quarter ended June 30,
  Six Months ended June 30,
 
 
  2003
  2002
  2003
  2002
 
 
  (millions except per share data)

 
Net income   $ 146   $   $ 298   $ 160  
Redeemable preferred stock dividends             (1 )   (1 )
   
 
 
 
 
Net income for dilutive and basic   $ 146   $   $ 297   $ 159  
   
 
 
 
 

Basic shares outstanding

 

 

316

 

 

276

 

 

316

 

 

275

 
Common stock equivalents     2     2     1     2  
   
 
 
 
 
Dilutive potential common shares     318     278     317     277  
   
 
 
 
 
Basic net income per share   $ 0.46   $   $ 0.94   $ 0.58  
Dilutive net income per share   $ 0.46   $   $ 0.94   $ 0.57  

        Options to purchase 18 million and 12 million shares of Aon common stock were outstanding at June 30, 2003 and 2002, respectively, but were not included in the computation of diluted EPS for the quarter then ended. Options to purchase 24 million and 10 million shares of Aon common stock were outstanding at June 30, 2003 and 2002, respectively, but were not included in the computation of diluted EPS for the six months then ended. These options were excluded from the computation because the options' exercise price was greater than the average market price of the common shares.

7



4.     Comprehensive Income

        The components of comprehensive income, net of related tax, for the second quarter and six months ended June 30, 2003 and 2002 are as follows:

 
  Second Quarter ended June 30,
  Six Months ended June 30,
 
  2003
  2002
  2003
  2002
 
  (millions)

Net income   $ 146   $   $ 298   $ 160
Net derivative gains     9     20     3     13
Net unrealized investment gains     25     61     28     48
Net foreign exchange gains     98     116     137     94
   
 
 
 
Comprehensive income   $ 278   $ 197   $ 466   $ 315
   
 
 
 

        The components of accumulated other comprehensive loss, net of related tax, are as follows:

 
  June 30,
2003