Item 15. Exhibits.

Exhibit Index


31.1+		Rule 13a-14(a) Certification of Chief Executive Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+		Rule 13a-14(a) Certification of Chief Financial Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

(104)*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

*		Submitted electronically with this Amendment.

+		Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.


Aon plc
By:		/s/ Gregory C. Case
		Gregory C. Case, Chief Executive Officer

Date: April 17, 2024

Appendix A

Reconciliation of Non-GAAP Measures

Aon plc

Reconciliation of Non-GAAP Measures—Organic Revenue Growth and Free Cash Flow (Unaudited)

Organic Revenue Growth (Unaudited)


	Years Ended
(millions)	December 31, 2023			December 31, 2022			% Change			Less: Currency Impact (1)			Less: Fiduciary Investment Income (2)			Less: Acquisitions, Divestitures & Other			Organic Revenue Growth (3)
Revenue
Commercial Risk Solutions	$	7,043		$	6,715			5	%		-	%		2	%		(2	)%		5	%
Reinsurance Solutions		2,481			2,190			13			(1	)		4			-			10
Health Solutions		2,433			2,224			9			-			-			(1	)		10
Wealth Solutions		1,431			1,367			5			-			-			1			4
Elimination		(12	)		(17	)		N/A			N/A			N/A			N/A			N/A
Total revenue	$	13,376		$	12,479			7	%		-	%		2	%		(2	)%		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 years ended December 31, 2023, 2022, and 2021 was $274 million, $76 million, and $8 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 (including held for sale disposal groups, which had a 1% favorable impact on total organic revenue growth for the year-ended December 31, 2023), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.

Free Cash Flow (Unaudited)


	Years Ended December 31
(millions)	2023			2022			% Change
Cash provided by operating activities	$	3,435		$	3,219			7	%
Capital expenditures		(252	)		(196	)		29	%
Free cash flows(1)	$	3,183		$	3,023			5	%

(1)	Free cash flows is defined as cash flow provided by operations minus capital expenditures and as a non-GAAP measure of our core operating performance and cash generating capabilities of our business operations. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures.

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Aon plc

Reconciliation of Non-GAAP Measures—Operating Income and Diluted Earnings Per Share (Unaudited)(1)


	Years Ended December 31
(millions except percentages)	2023			2022			% Change
Revenue	$	13,376		$	12,479			7%
Operating income	$	3,785		$	3,669			3%
Amortization and impairment of intangible assets		89			113			(21)%
Accelerating Aon United Program expenses (2)		135			-			100%
Legal settlements (3)		197			58			240%
Transaction costs (4)		17			-			100%
Operating income—as adjusted	$	4,223		$	3,840			10%
Operating margin—as reported		28.3	%		29.4	%
Operating margin—as adjusted		31.6	%		30.8	%

	Years Ended December 31
(millions except percentages)	2023			2022			% Change
Operating income—as adjusted	$	4,223		$	3,840			10%
Interest income		31			18			72%
Interest expense		(484	)		(406	)		19%
Total Other income (expense)—as adjusted (5)		(136	)		45			(402)%
Income before income taxes—as adjusted		3,634			3,497			4%
Income tax expense (6)		671			585			15%
Net income—as adjusted		2,963			2,912			2%
Less: Net income attributable to noncontrolling interests		64			57			12%
Net income attributable to Aon shareholders—as adjusted		2,899			2,855			2%
Diluted net income per share attributable to Aon shareholders—as adjusted	$	14.14		$	13.39			6%
Net income attributable to Aon shareholders—as reported	$	2,564		$	2,589			(1)%
Basic net income per share attributable to Aon shareholders	$	12.60		$	12.23			3%
Diluted net income per share attributable to Aon shareholders – as reported	$	12.51		$	12.14			3%
Weighted average ordinary shares outstanding - basic		203.5			211.7			(4)%
Weighted average ordinary shares outstanding - diluted		205.0			213.2			(4)%
Effective tax rates (6)
U.S. GAAP		17.1	%		16.2	%
Non-GAAP		18.5	%		16.7	%

(1)	Certain noteworthy items impacting operating income in 2023 and 2022 are described in this schedule. The items shown with the caption “as adjusted” are non-GAAP measures.

(2)	Total charges related to the Accelerating Aon United Program are expected to include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation costs.

(3)

In the fourth quarter of 2023, Aon recognized actual and anticipated legal settlement expenses in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd. primarily in the form of letters of credit from third party banks that are alleged to have been fraudulent. Certain actual or anticipated legal settlements expenses totaling $197 million have been recognized in the current period, where certain potentially

A-2

	meaningful amounts may be recoverable in future periods. Additionally, a $58 million charge was recognized in the second quarter of 2022 with certain other legal settlements reached in matters unrelated to Vesttoo.

(4)	In the fourth quarter of 2023, we entered into a definitive agreement to acquire NFP. As part of the definitive agreement, certain transaction costs were incurred including advisory, legal, accounting, and other professional or consulting fees required to complete the acquisition.

(5)

To further our pension de-risking strategy, we settled certain pension obligations in the Netherlands through the purchase of annuities, where certain pension assets were liquidated to purchase the annuities. A non-cash settlement charge totaling $27 million was recognized in the second quarter of 2023, which is excluded from the 2023 Total Other income (expense) - as adjusted. We also purchased an annuity for portions of our U.S. pension plans that will settle certain obligations. A non-cash settlement charge totaling $170 million was recognized in the fourth quarter of 2022, which is excluded from the 2022 Total Other income (expense) - as adjusted.

(6)

Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with the anticipated sale of certain assets and liabilities classified as held for sale, certain pension and legal settlements, AAU Program expenses, and certain transaction costs and other charges related to the definitive agreement to acquire NFP, which are adjusted at the related jurisdictional rate.

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Previous: Item 14. Principal Accounting Fees and Services.

Item 15. Exhibits.

Item 15. Exhibits.

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Table of Contents

Table of Contents

Table of Contents