Aon (AON) 10-K risk factor changes: FY2016 vs FY2015

[removed: A growing number of insolvencies] [added: Insolvencies] and [removed: consolidation] [added: consolidations] associated with an economic downturn, especially insolvencies in the insurance industry, could adversely affect our brokerage business through the loss of [removed: clients,] [added: clients] by hampering our ability to place insurance and reinsurance business.

Also, error and omission claims against us, which we refer to as E&O claims, [removed: generally] [added: may] increase in economic downturns, also adversely affecting our brokerage business.

Economic downturns in some markets may cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business [removed: as well as] [added: or] reductions in existing business.

If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues [removed: and/or] [added: and] collectability of receivables could be adversely affected.

Our competitors may have greater financial, technical and marketing resources, larger customer bases, greater name recognition, stronger presence in certain geographies and more established relationships with their customers and suppliers than [removed: we have.]

[removed: Large and well-capitalized competitors] [added: Competitors] may be able to respond to the need for technological changes and innovate faster, or price their services more aggressively.

Our five largest non-U.S. [removed: Dollar] [added: dollar] exposures are the British [removed: Pound,] [added: pound,] Euro, Australian [removed: Dollar,] [added: dollar,] Canadian [removed: Dollar] [added: dollar] and Indian [removed: Rupee;] [added: rupee;] however, we also have exposures to other currencies [removed: which] [added: that] can have significant currency volatility.

These currency exchange [removed: risks are present] [added: fluctuations create risk] in both the translation of the financial results of our global subsidiaries into U.S. Dollars for our consolidated financial statements, as well as [added: in] those of our operations that receive revenue and incur expenses other than in their respective local [removed: currencies] [added: currencies,] which can reduce the profitability of our operations based on the direction the respective [removed: currencies'] [added: currencies’] exchange rates move.

Operating funds available for corporate use were [removed: $740] [added: $721] million at December 31, [removed: 2015] [added: 2016] and are reported in Cash and cash equivalents and Short-term investments.

Funds held on behalf of clients and insurers were [removed: $3.4] [added: $3.8] billion at December 31, [removed: 2015] [added: 2016] and are reported in Fiduciary assets.

As of December 31, [removed: 2015,] [added: 2016,] these long-term investments had a carrying value of [removed: $135] [added: $119] million.

Adverse changes in interest [removed: rates] [added: rates, performance,] and counterparty credit quality, including default, could reduce the value of these funds and investments, thereby adversely affecting our financial condition or results.

In particular, lower interest rates and investment returns could result in the present value of plan liabilities increasing at a greater rate than the value of plan assets, resulting in higher unfunded positions in our [removed: major] pension plans.

As a result, we may experience future changes in the funded status of our plans that could require us to make additional cash contributions beyond those that have been estimated [added: and] which could adversely affect [removed: shareholders'] [added: shareholders’] equity, net income, cash flow and liquidity.

[removed: The significance of our] [added: Our] worldwide pension plans [removed: means that] [added: are significant, therefore] our pension contributions and expense are [removed: comparatively] sensitive to various market and demographic factors.

As of December 31, [removed: 2015,] [added: 2016,] we had total consolidated debt outstanding of approximately [removed: $5.7] [added: $6.2] billion.

This in turn may have the impact of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a relative disadvantage compared to competitors that have less [removed: indebtedness (or] [added: indebtedness, or] fewer or less onerous covenants associated with such [removed: indebtedness)] [added: indebtedness,] and making us more vulnerable to general adverse economic and industry conditions.

Our senior debt ratings at December 31, [removed: 2015] [added: 2016] were A- with a stable outlook (Standard & [removed: Poor's),] [added: Poor’s),] BBB+ with a stable outlook (Fitch, Inc), and Baa2 with a stable outlook [removed: (Moody's] [added: (Moody’s] Investor Services).

Real or anticipated changes in our credit [removed: ratings,] [added: ratings] will generally affect any trading market for, or trading value of, our securities.

Such changes could result from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, [removed: as] a [removed: result of a] change in the [removed: agency's] [added: agency’s] view of [removed: us, its industry outlook,] [added: us] or [added: our industry, or] as a consequence of actions we take to implement our corporate [removed: strategies, and could adversely limit our access to capital and our competitive position.][added: strategies.]

These risks include, particularly in emerging markets, the possibility we would be subject to undeveloped or evolving legal systems, unstable governments and economies, and potential [added: governmental actions affecting the flow of goods, services and currency.]

[removed: This instability] [added: Additionally, the continued concerns regarding the ability of certain European countries to service their outstanding debt] has [removed: in turn] led to questions regarding the future viability of the Euro as the common currency for the area as various scenarios could result in some countries choosing to return to their former local currencies in an effort to regain control over their domestic economies and monetary policies.

[removed: Further, any development that has the effect of devaluing or replacing the Euro could meaningfully reduce the value of our assets or profitability denominated in that currency,] potentially result in charges to our statement of operations and reduce the usefulness of liquidity alternatives denominated in that currency such as our multicurrency U.S. credit facility.

Our effective tax rates and the benefits from our Redomestication are also subject to a variety of other factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in the [removed: U.K. and] [added: U.K.,] the U.S. and other countries, the financial performance of our business in various jurisdictions, currency exchange rate fluctuations (especially as between the British pound and the U.S. dollar), and significant changes in trade, monetary or fiscal policies of the U.K. or the U.S., including changes in interest rates.

The impact of these factors, individually and in the aggregate, is difficult to predict, in part because the occurrence of the events or circumstances [removed: described in such factors] may be [removed: (and, in fact, often seem to be) interrelated,] [added: interrelated] and the impact to us of the occurrence of any one of these events or circumstances could be compounded or, alternatively, reduced, offset, or more than offset, by the occurrence of one or more of the other events or circumstances described in such factors.

On September 4, 2013, we received from the Internal Revenue Service [removed: ("IRS")] [added: (the “IRS”)] an executed Closing Agreement pursuant to which the Company and the IRS agreed that the merger (pursuant to which the Redomestication occurred) did not cause Aon plc to be treated as a U.S. domestic corporation for federal tax purposes.

In addition, any future amendments to the current income tax treaties between the [removed: United Kingdom] [added: U.K] and other jurisdictions (including the [removed: United States),] [added: U.S.),] or any new statutory or regulatory provisions that might limit our ability to take advantage of any such treaties, could subject us to increased taxation.

Our global effective tax rate is subject to a variety of different factors, which could create volatility in that [added: tax] rate, expose us to greater than anticipated tax liabilities [removed: and] [added: or] cause us to adjust previously recognized tax assets and liabilities.

As a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax legislation, our global mix of earnings, [added: including] the [added: use of global funding structures, the] tax characteristics of our income, the transfer pricing of revenues and costs, acquisitions and [removed: dispositions] [added: dispositions,] and the portion of the income of non-U.S. subsidiaries that we expect to remit to the U.S. Significant judgment is required in determining our worldwide provision for income taxes, and our determination of our tax liability is always subject to review by applicable tax authorities.

This should allow us to optimize our capital allocation [removed: and deploy efficient fiscal] [added: through global funding] structures.

[added: However, we cannot provide any assurances as to] what our tax rate will be in any period because of, among other things, uncertainty regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions, as well as changes in U.S. and other tax laws, treaties and regulations.

Additionally, the tax laws of the [removed: U.K.] [added: U.K., the U.S.] and other jurisdictions could change in the future, and such changes could cause a material change in our tax rate.

We also could be subject to future audits conducted by foreign and domestic tax authorities, and the resolution of such audits could impact our tax rate in future periods, as would any reclassification or other [removed: matter] [added: changes] (such as [removed: changes] [added: those] in applicable accounting rules) that increases the amounts we have provided for income taxes in our consolidated financial statements.

There can be no assurance that we would be successful in attempting to mitigate the adverse impacts resulting from any changes in law, audits and [removed: other matters.]

We prepare our consolidated financial statements in accordance with U.S. [removed: GAAP.][added: Generally Accepted Accounting Principles (“U.S GAAP”).]

Under [removed: generally accepted accounting principles,] [added: U.S. GAAP,] we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

No assurance can be given that there will not be further changes in law, regulatory actions or other circumstances that could restrict the ability of our subsidiaries to pay [removed: dividends.][added: dividends or otherwise make payment to us.]

We assist our clients with various matters, including placing [removed: of] insurance and reinsurance coverage and handling related claims, consulting on various human resources matters, providing actuarial services, investment consulting and asset management services, and outsourcing various human resources functions.

It is possible that future [removed: Statements of Financial Position,] results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.

Our businesses are subject to extensive legal and regulatory oversight throughout the world, including the U.K. Companies Act and the rules and regulations promulgated by the [removed: FCA,] [added: Financial Conduct Authority (the “FCA”),] the U.S. securities laws, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated by the SEC, and a variety of other laws, rules and regulations addressing, among other things, licensing, data privacy and protection, wage-and-hour standards, employment and labor relations, anti-competition, anti-corruption, currency, reserves, government contracting and the amount of local investment with respect to our operations in certain countries.

we have.

As of December 31, 2016, we had two committed credit facilities outstanding.

A change in our credit rating could adversely limit our access to capital and our competitive position.

The United Kingdom’s anticipated formal initiation of a withdrawal process from the European Union has created significant uncertainty about the future relationship between the United Kingdom and the European Union, and has given rise to calls for the governments of other European Union member states to consider withdrawal.

These developments have created uncertainty and may have a material adverse effect on global economic conditions and the stability of global financial markets.

Lack of clarity about future United Kingdom laws and regulations, including financial laws and regulations, tax and free trade agreements, immigration laws and employment laws, could also depress economic activity and have a material adverse effect on our business, financial condition and results of operations.

Further, any development that has the effect of devaluing or replacing the Euro could meaningfully reduce the value of our assets or profitability denominated in that currency,

In 2012, we reincorporated in the U.K. and moved our corporate headquarters to London.

As a result of this reorganization of our corporate structure, Aon plc became the publicly-held parent company of the Aon group.

other matters.

Furthermore, as we enter new jurisdictions or lines of businesses and other developments in our services,

These and other initiatives from national, state and local officials may subject us to judgments, settlements, fines or penalties, or

English law also requires us to have available “distributable reserves” to make share repurchases or pay dividends to shareholders.

Distributable reserves may be created through the earnings of the U.K. parent company.

As of December 31, 2016, we had distributable reserves in excess of $1.6 billion.

While it is our intention to maintain a sufficient level of distributable reserves in order to pay dividends on our ordinary shares and make share repurchases in accordance with our share repurchase program, there is no assurance that the parent company level will continue to generate sufficient earnings in order to maintain the necessary level of distributable reserves to do so.

Our failure to adhere

This damage to our reputation could affect

We are subject to various risks and uncertainties in connection with the pending sale of our Benefits Administration and HR Business Process Outsourcing (BPO) Platform.

On February 9, 2017, Aon entered into a Purchase Agreement (the “Purchase Agreement”) with Tempo Acquisition, LLC, an affiliate of The Blackstone Group, L.P. (the “Buyer”), to sell our Benefits Administration and HR Business Process Outsourcing (BPO) Platform (the “Divested Business”) in a transaction valued at approximately $4.3 billion plus additional consideration of up to $500 million based on future performance of the Divested Business (the “Transaction”).

The completion of the Transaction is subject to customary closing conditions, including, among others: (i) the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the receipt of all approvals and the filing of all applicable filings under any relevant foreign jurisdictions that are required to be made or obtained as set forth in the Purchase Agreement.

Although the Transaction is expected to close by the end of the second quarter of 2017, we can make no assurances that the transaction will close in the anticipated timeframe or at all.

Any delay or failure to close the Transaction as planned could have a negative impact on Aon’s financial condition and results of operations.

To the extent that our current stock price reflects the assumption that the Transaction will be consummated in the timeframe and manner currently anticipated, any delay in the closing of the Transaction or failure to close at all could result in a decline in the market price of our ordinary shares.

Aon intends to allocate part of the proceeds from this Transaction to increase its share repurchases, and our Board of Directors has authorized an additional $5 billion under our stock repurchase program in support of this intent.

Any delay or failure to close the Transaction as planned could result in the failure of Aon to increase its share repurchases as anticipated.

Our directors, executive officers, and other employees have expended extensive time and effort and experienced significant distractions from their day-to-day work during the pendency of the Transaction, including not pursuing other opportunities that might have otherwise been beneficial to us.

Additionally, we will have incurred significant third-party transaction costs in connection with the Transaction.

If the Transaction is not consummated, we will have experienced such distractions and incurred such costs without realizing the expected benefit of the Transaction, which may have a material and adverse effect on our results of operations.

Even if the Transaction is consummated as expected, it carries inherent risks, including the risk that Aon will not earn the $500 million of additional consideration or otherwise realize the intended value of the Transaction, as well as risks connected with separating the Divested Business from Aon.

Because the Divested Business represent 19% of our gross revenues for the fiscal year 2016, our results of operations and financial condition may be materially adversely affected, or may not be accretive to adjusted earnings per share as anticipated, if we fail to effectively reduce our overhead costs to reflect the reduced scale of operations or fail to grow our other business as expected.

Additionally, the separation of the Divested Businesses from the rest of Aon’s business will require significant resources, which may disrupt operations or divert management’s attention from Aon’s day-to-day operations and efforts to grow our other businesses.

Furthermore, if we do not realize the benefits of the Transaction as anticipated or if the Divested Business does not deliver the level of service to which our clients and partners are accustomed, it could adversely affect our relationship with clients, partners, colleagues and other third parties.

Over time, some of our operating expenses will increase as we invest

depository.

These risks are not presented in order of importance or probability of occurrence.

We currently plan to contribute approximately $150 million to our major pension plans in 2016, although we may elect to contribute more.

Total cash contributions to these pension plans in 2015 were $194 million, which was a decrease of $122 million compared to 2014.

As of December 31, 2015, we had two committed credit facilities outstanding: our $400 million U.S. credit facility expiring in March 2017 (the "2017 Facility") and our $900 million multi-currency U.S. credit facility expiring in February 2020 (the "2020 Facility").

During 2015, we had no borrowings under, and were in compliance with these financial covenants and all other covenants contained in, the 2017 Facility and 2020 Facility.

During 2014, Moody's Investor Services changed their outlook from positive to stable.

governmental actions affecting the flow of goods, services and currency.

The continued concerns regarding the ability of certain European countries to service their outstanding debt have given rise to instability in the global credit and financial markets.

However, we cannot provide any assurances as to

with sufficiently clear and reliable guidance to provide us adequate assurance that we are operating our business in a compliant manner with all required licenses or that our rights are otherwise protected.

regulations affecting our client.

Further, regulation affecting the insurance companies with whom our brokers place business can affect how we conduct those operations.

We must develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of personnel retention.

We regularly assess and take steps to improve upon our existing business continuity plans and key management succession.

our reputation and cause us to lose clients, adversely impact our operations, sales and operating results and require us to incur significant expense to address and remediate or otherwise resolve such issues.

Furthermore, our clients may not be receptive to services delivered through our information technology systems and networks due to concerns regarding transaction security, user privacy, the reliability and quality of internet service and other reasons.

This function creates a risk of loss

For example, Inpoint and GRIP are relatively new offerings, which may face challenges within the insurance industry or conversely, if successful, may face increasing pressure from competitors who develop competing offerings.

increase over the term of the agreement.

We believe that prior to the merger

EXECUTIVE SUMMARY OF [removed: 2015] [added: 2016] FINANCIAL RESULTS

During [removed: 2015,] [added: 2016,] we continued to face headwinds that [removed: had] adversely impacted our [removed: business in prior periods.][added: business.]

In our Risk Solutions segment, these headwinds included adverse changes in foreign currency exchange rates, economic weakness in [removed: continental Europe] [added: certain regions around the globe] and a negative market impact in our Reinsurance business.

In our HR Solutions segment, these headwinds included price compression in our benefits administration business and economic weakness in [removed: continental Europe.][added: certain regions around the globe.]

The following is a summary of our [removed: 2015] [added: 2016] financial results:

| • | Revenue decreased [removed: $363 million, or 3%, compared to the prior year] [added: $55 million] to [removed: $11.7] [added: $11.6] billion in [removed: 2015] [added: 2016] due primarily to a [removed: 6%] [added: 2%] unfavorable impact from changes in foreign currency exchange [removed: rates,] [added: rates and a 2% decrease in commissions and fees related to acquisitions, net of divestitures,] partially offset by organic revenue growth of 3% in the Risk Solutions segment and [removed: 4%] [added: 3%] in the HR Solutions segment. Organic revenue [added: growth] for the year was driven by strong new business generation and solid management of the renewal book portfolio across our Risk Solutions segment, as well as solid growth in both our Consulting and Outsourcing businesses within HR Solutions. |

| • | Operating expenses decreased [removed: $245] [added: $113] million, or [removed: 2%, compared to the prior year] [added: 1%,] to [removed: $9.8] [added: $9.7] billion in [removed: 2015] [added: 2016] due primarily to a [removed: $598] [added: $248] million favorable impact from changes in foreign currency exchange rates, a [removed: decrease in intangible asset amortization of $38 million, and a $35] [added: $176] million decrease in [removed: expense] [added: expenses] related to legacy litigation incurred in the prior year, [removed: partially offset by] a [removed: $176] [added: $144] million [removed: increase in expense related to legacy litigation] [added: decrease] in the [removed: current year, a $19 million increase in] [added: core] expense [added: base] resulting from acquisitions, net of divestitures, and [added: a $37 million decrease in intangible asset amortization, partially offset by $220 million of non-cash expenses related to certain pension settlements,] an increase in expense associated with 3% organic revenue [removed: growth.] [added: growth, and $15 million of transaction costs incurred related to future portfolio repositioning activities.] |

| • | Operating margin [removed: decreased] [added: increased] to [removed: 15.8%] [added: 16.4%] in [removed: 2015] [added: 2016] from [removed: 16.3%] [added: 15.8%] in [removed: 2014.] [added: 2015.] The [removed: decrease] [added: increase] in operating margin from the prior year is primarily [removed: related to] [added: driven by organic revenue growth of 3% and return on investments across the portfolio as well as a decrease in] expense related to legacy litigation and the [removed: unfavorable] [added: favorable] impact from changes in foreign currency exchange rates, partially offset by [removed: organic revenue growth of 3% and return on investments across the portfolio.] [added: non-cash expenses related to certain pension settlements.] Risk Solutions operating margin [removed: decreased] [added: increased] to [removed: 20.3%] [added: 21.2%] in [removed: 2015] [added: 2016] from [removed: 21.0%] [added: 20.3%] in [removed: 2014.] [added: 2015.] HR Solutions operating margin increased to [removed: 12.5%] [added: 13.3%] in [removed: 2015] [added: 2016] from [removed: 11.4%] [added: 12.5%] in [removed: 2014.] [added: 2015.] |

| • | Net income attributable to Aon shareholders was $1.4 billion, [removed: a decrease] [added: an increase] of [removed: $12] [added: $11] million, or 1%, from [removed: $1.4 billion in 2014.] [added: 2015.] Diluted earnings per share increased [removed: 5%] [added: 6%] to [removed: $4.88] [added: $5.16] in [removed: 2015] [added: 2016] from [removed: $4.66] [added: $4.88] in [removed: 2014.] [added: 2015.] |

We focus on four key non-GAAP metrics that we communicate to shareholders: organic [removed: revenue,] [added: revenue growth,] adjusted operating margins, adjusted diluted earnings per share, and free cash flow.

The following is our measure of performance against these four metrics for [removed: 2015:][added: 2016:]

| • | Organic revenue growth, a non-GAAP metric as defined under the caption [removed: "Review] [added: “Review] of Consolidated Results — Organic [removed: Revenue,"] [added: Revenue Growth,”] was 3% in [removed: 2015.] [added: 2016.] Organic revenue growth was driven by growth across [removed: our businesses] [added: every major business] in both Risk Solutions and HR Solutions. In Risk Solutions, organic revenue growth was driven by strong [removed: new business generation and solid management of the renewal book portfolio across our] [added: growth in] Retail [removed: business, partially offset by an unfavorable market impact] [added: brokerage across both the Americas and International businesses, as well as modest growth] in [removed: our Reinsurance business.] [added: Reinsurance.] In HR Solutions, organic [added: revenue] growth was primarily driven by [added: growth in] health care exchanges and [added: in] HR BPO for [removed: cloud based] [added: cloud-based] solutions [added: as well as growth] in [removed: the Outsourcing business,] [added: investment] and [removed: growth across the Consulting business.] [added: communications consulting.] |

| • | Adjusted operating margin, a non-GAAP metric as defined under the caption [removed: "Review] [added: “Review] of Consolidated Results — Adjusted Operating [removed: Margin,"] [added: Margin,”] was [removed: 20.0%] [added: 20.8%] for Aon overall, [removed: 23.6%] [added: 24.5%] for the Risk Solutions segment, and [removed: 18.1%] [added: 18.4%] for the HR Solutions segment in [removed: 2015.] [added: 2016.] In [removed: 2014,] [added: 2015,] adjusted operating margin was [removed: 19.5%] [added: 20.0%] for Aon overall, [removed: 22.9%] [added: 23.6%] for the Risk Solutions segment, and [removed: 17.1%] [added: 18.1%] for the HR Solutions segment. The increase in adjusted operating margin for the Risk Solutions segment [added: primarily] reflects solid organic revenue growth and return on investments in data and analytics. The increase in adjusted operating margin for the HR Solutions segment [added: primarily] reflects solid organic revenue [removed: growth,] [added: growth and expense discipline,] partially offset by [added: lost operating income and stranded] costs [removed: associated with continued investment] [added: related to previous dispositions, as well as unfavorable impact from changes] in [removed: long-term growth opportunities.] [added: foreign currency exchange rates.] |

| • | Adjusted diluted earnings per share from net income attributable to [removed: Aon's] [added: Aon’s] shareholders, a non-GAAP metric as defined under the caption [removed: "Review] [added: “Review] of Consolidated Results — Adjusted Diluted Earnings per [removed: Share,"] [added: Share,”] was [added: $6.59 per share in 2016, an increase of $0.41 per share, or 7%, from] $6.18 [added: per share in 2015. The increase demonstrates solid operational performance and effective capital management, highlighted by $1.3 billion of share repurchase during 2016.] |

| • | Free cash flow, a non-GAAP metric as defined under the caption [removed: "Review] [added: “Review] of Consolidated Results — Free Cash [removed: Flow,"] [added: Flow,”] was [removed: $1.7] [added: $2.1] billion in [removed: 2015,] [added: 2016,] an increase of [removed: $163] [added: $385] million, or [removed: 10%,] [added: 22%,] from [removed: $1.6] [added: $1.7] billion in [removed: 2014.] [added: 2015.] The increase in free cash flow from the prior year was driven by record cash flow from operations of [removed: $2.0 billion, offset, in part, by] [added: $2.3 billion and] a [removed: 13%,] [added: 23%,] or [removed: $34] [added: $68] million, [removed: increase] [added: decrease] in capital expenditures. |

Organic Revenue [added: Growth]

We use supplemental information related to organic revenue [added: growth] to help us and our investors evaluate business growth from existing operations.

Organic revenue [added: growth] is a non-GAAP measure [added: that includes the impact of intersegment] and [added: intrasegment activity and] excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, reimbursable expenses, and certain unusual items.

Adjusted Operating [removed: Margins][added: Margin]

We use adjusted operating [removed: margins] [added: margin] as a non-GAAP measure of core operating performance of our Risk Solutions and HR Solutions segments.

Adjusted operating [removed: margins exclude] [added: margin excludes] the impact of certain items, including intangible asset [removed: amortization, litigation] [added: amortization and certain pension] settlements, [added: transaction costs,] and [removed: restructuring charges] [added: litigation settlements,] because [removed: management does] [added: we do] not believe these expenses reflect our core operating performance.

A reconciliation of this non-GAAP measure to reported operating margins is as follows (in [removed: millions):][added: millions, except percentage data):]

| Year Ended December 31, [removed: 2013] [added: 2016] | Total Aon (1) | | | | Risk Solutions | | | | HR Solutions | | |

| Operating income — U.S. GAAP | $ | [removed: 1,671] [added: 1,906] | | | $ | [removed: 1,540] [added: 1,587] | | | $ | [removed: 318] [added: 557] | |

| Operating margins — U.S. GAAP | [removed: 14.1] [added: 16.4] | | % | | [removed: 19.8] [added: 21.2] | | % | | [removed: 7.8] [added: 13.3] | | % |

[removed: | (1) | Includes] [added: (1)Includes] unallocated expenses and the elimination of [removed: inter-segment] [added: intersegment] revenue. [removed: |]

Adjusted diluted earnings per share excludes the impact of intangible asset amortization and [removed: legacy litigation in 2015 and 2014 and restructuring charges] [added: certain pension settlements, transaction costs,] and [removed: headquarter relocation costs in 2013,] [added: litigation settlements,] along with related income taxes because [removed: management does] [added: we do] not believe these expenses are representative of our core earnings.

The effective tax rates used in the U.S. GAAP financial statements were [removed: 15.8%] [added: 14.3%] and [removed: 18.9%] [added: 15.8%] for the twelve months ended December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

[removed: Reconciling] [added: Excluded] items are generally taxed at the effective tax rate.

However, after adjusting the underlying annual tax rate to exclude the impact associated with [added: certain non-cash pension settlements in the second and fourth quarters of 2016 and] expenses for legacy litigation in the second quarter of 2015, the adjusted effective tax [removed: rate] [added: rates] for the full [removed: year of] [added: years 2016 and] 2015 [removed: was 17.9%.][added: were 16.8% and 17.9%, respectively.]

Reconciliations of this non-GAAP measure to the reported diluted earnings per share are as follows (in [removed: millions] [added: millions,] except per share data):

| Year Ended December 31, [removed: 2013] [added: 2016] | U.S. GAAP | | | | Adjustments | | | | As Adjusted | | |

| Interest expense | [removed: (210] [added: (282] | | ) | | — | | | | [removed: (210] [added: (282] | | ) |

| Other income | [removed: 68] [added: 36] | | | | — | | | | [removed: 68] [added: 36] | | |

| Less: Net income attributable to noncontrolling interests | [removed: 35] [added: 34] | | | | [removed: —] [added: 37] | | | | [removed: 35] [added: 34] | | |

| Net income attributable to Aon shareholders | $ | [removed: 1,113] [added: 1,396] | | | $ | [removed: 428] [added: 1,385] | | | $ | [removed: 1,541] [added: 1,397] | |

| Diluted earnings per share | $ | [removed: 3.53] [added: 5.16] | | | $ | [removed: 1.36] [added: 1.43] | | | $ | [removed: 4.89] [added: 6.59] | |

| Weighted average ordinary shares outstanding — diluted | [removed: 315.4] [added: 270.3] | | | | | | | | [removed: 315.4] [added: 270.3] | | |

| Years [removed: Ended] [added: ended] December [removed: 31,] [added: 31] | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Cash flow provided by operating activities - U.S. GAAP | $ | [removed: 2,009] [added: 2,326] | | | $ | [removed: 1,812] [added: 2,009] | | | $ | [removed: 1,753] [added: 1,812] | |

| • | Cash flow provided by operating activities was $2.3 billion in 2016, an increase of $317 million, or 16%, from $2.0 billion in 2015, due primarily to an increase in underlying net income after adjusting for certain non-cash pension expenses, lower cash pension contributions, and lower cash tax payments. |

| • | On February 9, 2017, we entered into an agreement to sell our Benefits Administration and Business Process Outsourcing (BPO) Portfolio (the “Business”) for cash consideration of $4.3 billion payable at closing plus additional cash consideration of up to $500 million based on future performance of the Business (the “Transaction”). The Business is within the HR Solutions segment described further below. The completion of the Transaction is subject to customary closing conditions, and the Transaction is expected to close by the end of the second quarter of 2017. In connection with the Transaction, we expect to implement a cost reduction program that will result in a future charge to the financial statements. We believe the cost reduction program will reduce stranded costs, create greater efficiency, and contribute towards the Company's objective of being accretive to analysts’ consensus earnings of $7.97 per share in 2018, as published by FactSet. Refer to Note 18 “Subsequent Event - Disposition of Benefits Administration and Business Process Outsourcing” of the Notes to Consolidated Financial Statements for additional details regarding the Transaction. |

As described in Note 1 “Basis of Presentation - Revision of Previously Issued Financial Statements” of the Notes to Consolidated Financial Statements, during the fourth quarter of 2016, we identified errors that impacted the years ended December 31, 2015 and 2014.

The corrections for the errors, which we have concluded are immaterial, individually and in the aggregate, to all prior-period consolidated financial statements, are reflected herein.

Revenue decreased by $55 million, to $11.6 billion in 2016, compared to $11.7 billion in 2015.

The decrease was driven by a 2% impact from unfavorable foreign exchange rates and a 2% decrease in commissions and fees related to acquisitions, net of

Other general expenses decreased $190 million, or 6%, compared to 2015 due primarily to a $176 million decrease in expense related to legacy litigation incurred in the prior year, a $79 million favorable impact from changes in foreign currency exchange rates, a $47 million decrease in the core expense base resulting from acquisitions, net of divestitures, and a $37 million decrease in intangible amortization, partially offset by an increase in expense to support 3% organic revenue growth and $15 million of transaction costs incurred related to portfolio repositioning activities including the Transaction.

Other income decreased $64 million from $100 million in 2015 to $36 million in 2016.

Income before income taxes was $1.7 billion in 2016, a decrease of $20 million, or 1%, from $1.7 billion in 2015 due to drivers identified above.

The 2016 and 2015 rates reflect changes in the geographical distribution of income, the impact from certain pension settlements in the second and fourth quarters of 2016, a reduction in U.S. income resulting from the settlement of legacy litigation in the second quarter of 2015, and the impact of certain discrete items.

Organic revenue growth in the HR Solutions segment was driven by solid growth in both Consulting and Outsourcing.

Interest income represents income earned on Cash and cash equivalents and Short-term investments.

Non-GAAP Metrics

This non-GAAP supplemental information should be viewed in addition to, not instead of, our Consolidated Financial Statements and Notes thereto.

| Revenue — U.S. GAAP | $ | 11,627 | | | $ | 7,485 | | | $ | 4,183 | |

| Intangible asset amortization | 277 | | | | 105 | | | | 172 | | |

| Pension settlements | 220 | | | | 144 | | | | 26 | | |

| Transaction costs | $ | 15 | | | $ | — | | | $ | 15 | |

| Operating income — as adjusted | $ | 2,418 | | | $ | 1,836 | | | $ | 770 | |

| Operating margins — as adjusted | 20.8 | | % | | 24.5 | | % | | 18.4 | | % |

| Operating income | $ | 1,906 | | | $ | 512 | | | $ | 2,418 | |

| Income before income taxes | 1,669 | | | | 512 | | | | 2,181 | | |

| Income taxes | 239 | | | | 128 | | | | 367 | | |

| Net income | 1,430 | | | | 384 | | | | 1,814 | | |

Currency fluctuations had unfavorable impacts of $0.01, $0.41, and $0.11 on diluted earnings per share in the years ended December 31, 2016, 2015, and 2014, respectively, when prior year results were translated at rates prevalent in those years.

At

Due to differences in tax rates, the repatriation of funds from certain countries into the U.S. could have an unfavorable tax impact.

| Money market funds | — | | | | 290 | | | | 1,081 | | | | 1,371 | | |

| Cash and investments | 431 | | | | 290 | | | | 3,816 | | | | 4,537 | | |

| Total | $ | 431 | | | $ | 290 | | | $ | 9,485 | | | $ | 10,206 | |

In February 2017, the Board of Directors authorized a $5.0 billion increase to the then existing remaining authorization under its share repurchase program.

The Company recorded an additional $6 million of costs associated with the repurchase to retained earnings during 2016.

We intend to let the 2017 facility expire, but may obtain additional committed credit facilities in the future.

| Years Ended December 31 | 2016 | | | | 2015 | | |

| Interest expense | 282 | | | | 273 | | |

| Total Debt | $ | 6,205 | | | $ | 5,700 | |

We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit (“LOCs”).

| Principal payments on debt | $ | 336 | | | $ | 278 | | | $ | 1,000 | | | $ | 4,700 | | | $ | 6,314 | |

| Interest payments on debt | 271 | | | | 522 | | | | 479 | | | | 2,570 | | | | 3,842 | | |

| Operating leases | 355 | | | | 600 | | | | 451 | | | | 696 | | | | 2,102 | | |

| | |

| --- | --- |

| • | Cash flow provided by operating activities was $2.0 billion in 2015, an increase of $197 million, or 11%, from $1.8 billion in 2014, due primarily to declines in pension contributions, restructuring related payments, and cash paid for taxes, as well as working capital improvements, partially offset by cash paid to settle legacy litigation, and strong organic revenue growth in the fourth quarter. |

per share in 2015, an increase of $0.47 per share, or 8%, from $5.71 per share in 2014.

The increase demonstrates solid operational performance and effective capital management, highlighted by $1.6 billion of share repurchase during 2015.

General

| Revenue — U.S. GAAP | $ | 11,815 | | | $ | 7,789 | | | $ | 4,057 | |

| Restructuring charges | 174 | | | | 94 | | | | 80 | | |

| Intangible asset amortization | 395 | | | | 115 | | | | 280 | | |

| Headquarters relocation costs | 5 | | | | — | | | | — | | |

| Operating income — as adjusted | $ | 2,245 | | | $ | 1,749 | | | $ | 678 | |

| Operating margins — as adjusted | 19.0 | | % | | 22.5 | | % | | 16.7 | | % |

| Operating income | $ | 1,671 | | | $ | 574 | | | $ | 2,245 | |

| Income before income taxes | 1,538 | | | | 574 | | | | 2,112 | | |

| Income taxes | 390 | | | | 146 | | | | 536 | | |

| Net income | 1,148 | | | | 428 | | | | 1,576 | | |

Reinsurance was down modestly due to an unfavorable market

Revenue increased by $230 million, or 2%, to $12.0 billion in 2014, compared to $11.8 billion in 2013.

emerging markets, partially offset by a modest decline in continental Europe.

Other general expenses decreased $134 million, or 4%, compared to 2013 due largely to a $95 million decrease in formal restructuring costs and a $43 million decrease in intangible amortization, partially offset by $35 million of expense related to legacy litigation.

Other income decreased $24 million from $68 million in 2013 to $44 million in 2014.

Income before income taxes was $1.8 billion in 2014, an increase of $227 million, or 15%, from $1.5 billion in 2013.

The 2014 and 2013 rates reflect certain discrete tax adjustments and changes in the geographic distribution of income, primarily the benefit from global funding structures and benefits from lower-taxed global operations.

obligations, capital expenditures, pension contributions, cash restructuring costs, and anticipated working capital requirements, for the foreseeable future.

Our investment grade rating is important to us for a number of reasons, the most important of which is preserving our financial flexibility.

If our credit ratings were downgraded to below investment grade, the interest expense on any outstanding balances on our credit facilities would increase and we could incur additional requests for pension contributions.

During the quarter ended December 31, 2015, the Company reclassified certain cash flows related to employee shares withheld for taxes to align itself with peers and industry practice.

This resulted in a reclassification of $227 million and $170 million for the years ended December 31, 2015 and 2014, respectively, from Accounts payable and accrued liabilities and Other assets and liabilities within Cash Flows from Operating Activities, to Issuance of shares for employee benefit plans within Cash Flows from Financing Activities resulting in a corresponding increase in Cash Flows From Operating Activities.

Money market funds are carried at cost as an approximation of fair value.

Consistent with market convention, we consider cost a practical and expedient measure of fair value.

| Money market funds | — | | | | 356 | | | | 1,040 | | | | 1,396 | | |

| Highly liquid debt instruments | — | | | | — | | | | — | | | | — | | |

| Cash and investments | 384 | | | | 356 | | | | 3,394 | | | | 4,134 | | |

| Total | $ | 384 | | | $ | 356 | | | $ | 9,932 | | | $ | 10,672 | |

"Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" as previously described.

On May 20, 2015, Aon plc issued $600 million of 4.750% Senior Notes due May 2045.

The 4.750% Notes due May 2045 are fully and unconditionally guaranteed by Aon Corporation.

The 2.80% Notes due March 2021 are fully and unconditionally guaranteed by Aon Corporation.

The 2020 Facility was entered into on February 2, 2015 and replaced the previous €650 million European credit facility.

| | | | | | |

[removed: See] [added: Refer to] Note 2 [removed: "Summary] [added: “Summary] of Significant Accounting Principles and [removed: Practices"] [added: Practices”] of the Notes to Consolidated Financial Statements for a discussion of our accounting policies for financial instruments and derivatives.

At December 31, [removed: 2015,] [added: 2016,] we have hedged approximately 45% of our U.K. [removed: subsidiaries'] [added: subsidiaries’] expected exposures to both U.S. dollar and [removed: euro] [added: Euro] transactions for the years ending December 31, [removed: 2016] [added: 2017] and [removed: 2017,] [added: 2018,] respectively.

The potential loss in future earnings from foreign exchange derivative instruments resulting from a hypothetical 10% adverse change in year-end exchange rates would be $32 million and [removed: $14] [added: $18] million at December 31, [removed: 2016 and] 2017 [added: and 2018] respectively.

A hypothetical, instantaneous parallel decrease in the year-end yield curve of 100 basis points would cause a decrease, net of derivative positions, of [removed: $39 million and] $41 million to [removed: 2016 and] [added: both] 2017 [added: and 2018] pretax income, respectively.

A corresponding increase in the year-end yield curve of 100 basis points would cause an increase, net of derivative positions, of [removed: $39 million and] $41 million to [removed: 2016 and] [added: both] 2017 [added: and 2018] pretax income, respectively.

We have long-term debt outstanding with a fair market value of [removed: $5.4] [added: $6.3] billion and [removed: $5.3] [added: $5.4] billion at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

This fair value was greater than the carrying value by [removed: $0.2] [added: $0.4] billion at December 31, [removed: 2015,] [added: 2016,] and [removed: $0.5] [added: $0.2] billion greater than the carrying value at December 31, [removed: 2014.][added: 2015.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of [removed: 10%] [added: 8%] or an increase of [removed: 11%,] [added: 9%,] respectively, at December 31, [removed: 2015.][added: 2016.]

[removed: Aon plc's] [added: Our] strategy is to be the preeminent professional service firm in the world, focused on the topics of risk and people.

| • | HR Solutions partners with organizations to solve their most complex human capital and related financial challenges in the areas of health, retirement and talent. We are dedicated to improving business performance and our [removed: client's employees,] [added: clients’ employees’] experience by designing, implementing, communicating and administering a wide range of human capital, retirement, investment consulting, health care, [removed: compensation] [added: compensation,] and talent management strategies. |

Our clients are globally diversified and include all [added: market] segments [removed: of the economy] (individuals through personal lines, mid-market companies and large global companies) and almost every industry in the economy in over 120 countries and [removed: sovereignties globally.][added: sovereignties.]

This diversification of our customer base [removed: provides] [added: helps provide us] stability in different economic scenarios that [removed: may] [added: could] affect specific industries, customer segments or geographies.

We have continued to focus our portfolio on higher margin, [removed: capital light] [added: capital-light] professional services businesses that have high recurring revenue streams and strong cash flow generation.

In [removed: 2015,] [added: 2016,] 64% of our consolidated total revenues were in Risk Solutions and [removed: 37%] [added: 36%] of our consolidated total revenues were in HR Solutions, before intersegment eliminations.

The Risk Solutions segment generated approximately 64% of our consolidated total revenues in [removed: 2015,] [added: 2016,] and has approximately [removed: 32,000] [added: 33,000] employees worldwide.

We provide risk [added: mitigation solutions, including insurance] and [removed: insurance, as well as reinsurance, brokerage] [added: reinsurance brokerage, risk consulting,] and related services in this segment.

Retail brokerage encompasses our retail brokerage services, affinity products, managing general underwriting, placement, captive management [removed: services] [added: services,] and our Inpoint data and analytics solutions, including [removed: the Global Risk Insight Platform ("GRIP").][added: Risk/View.]

The outcome is intended to be a comprehensive risk solution provided locally and [added: personally.]

The Aon Client Promise® enables our colleagues around the globe to describe, [removed: benchmark] [added: benchmark,] and price the value we deliver to clients in a unified approach, based on the most important criteria that are critical to our [removed: clients'] [added: clients’] ability [added: to] manage their total cost of risk.

Our [removed: knowledge] [added: expertise] and foresight, [removed: benchmarking] [added: benchmarking,] and carrier knowledge are keys to providing professional services excellence.

We intend to deliver superior value to clients and differentiation from competitors through our key Aon Broking initiatives, which [removed: positions] [added: position] us to provide our clients and insurers with additional market insight as well as new product offerings and facilities.

As a retail broker, we serve as an advisor to clients and facilitate a wide spectrum of risk management solutions for property liability, general liability, professional and [removed: directors'] [added: directors’] and [removed: officers'] [added: officers’] liability, [removed: workers'] [added: transaction liability, cyber liability, workers’] compensation, and various healthcare products, as well as other exposures.

We offer specialized advice and services in such industries as technology, financial services, agribusiness, aviation, construction, health [removed: care] [added: care,] and energy, among others.

Through our global affinity business, we provide products for professional liability, life, disability [removed: income] [added: income,] and personal lines for individuals, [removed: associations] [added: associations,] and businesses around the world.

Our HR Solutions segment generated approximately [removed: 37%] [added: 36%] of our consolidated total revenues in [removed: 2015,] [added: 2016,] and has approximately [removed: 31,000] [added: 30,000] employees worldwide with operations in the U.S., Canada, the U.K., Europe, and the Asia Pacific regions.

We provide products and services in this segment primarily under the Aon Hewitt [removed: brand.][added: brand, and operate through two similar transactional product lines: outsourcing and consulting.]

Retirement specializes in providing global actuarial services, defined contribution consulting, pension de-risking, tax and [removed: ERISA] [added: Employee Retirement Income Security Act (ERISA)] consulting, and pension administration.

Investment consulting provides public and private [removed: companies, other institutions] [added: companies] and [removed: trustees] [added: other institutions, such as trustees,] with advice on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans, endowments and foundations.

We also provide other complementary services such as flexible spending, dependent [removed: audit] [added: audit,] and participant advocacy.

Human Resource Business Process Outsourcing [removed: ("HR BPO")] [added: (“HR BPO”)] provides market-leading traditional and [removed: cloud based] [added: cloud-based] solutions to deploy systems, manage employee [removed: data;] [added: data,] administer benefits, payroll and other human resources [removed: processes;] [added: processes,] and record and manage talent, [removed: workforce] [added: workforce,] and other core HR process transactions.

In addition, insurance companies pay us commissions for placing individual and group insurance contracts, primarily life, [removed: health] [added: health,] and accident coverage, and pay us fees for consulting and other services that we provide to them.

Our HR Solutions business faces strong competition from other worldwide and national consulting companies, including Marsh & McLennan Companies, Inc. and Willis Towers Watson Public Limited [removed: Company.][added: Company, as well as regional and local firms.]

Competitors include independent consulting firms and consulting organizations affiliated with accounting, information systems, technology and financial services firms, large financial [removed: institutions] [added: institutions,] and pure play outsourcers.

Due to buying patterns and delivery of certain products in the markets we serve, revenues [added: recognized] tend to be highest in the fourth quarter of each fiscal year.

See the [removed: discussion contained in the "Risk Factors"] [added: “Risk Factors”] section in Part I, Item 1A of this report for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.

Regulatory authorities in the countries or states in the U.S. in which the operating subsidiaries of our Risk Solutions segment conduct business may require individual or company licensing to act as producers, brokers, agents, [removed: third party] [added: third-party] administrators, managing general agents, reinsurance intermediaries, or adjusters.

Under the laws of most countries and states, regulatory authorities have relatively broad discretion with respect to granting, [removed: renewing] [added: renewing,] and revoking [removed: producers', brokers'] [added: producers’, brokers’,] and [removed: agents'] [added: agents’] licenses to transact business in the country or state.

These laws and regulations are enforced by the Financial Conduct Authority [removed: ("FCA")] [added: (“FCA”)] in the U.K., by federal and state agencies in the U.S., and by various regulatory agencies and other supervisory authorities in other countries through the granting and revoking of licenses to do business, licensing of agents, monitoring of trade practices, policy form approval, limits on commission [removed: rates] [added: rates,] and mandatory remuneration disclosure requirements.

Further, certain of our business activities within the Risk Solutions segment are governed by other regulatory bodies, including investment, [removed: securities] [added: securities,] and futures licensing authorities.

For example, in the U.S., we use Aon Securities, Inc., a U.S.-registered broker-dealer and investment advisor, member of the Financial Industry Regulatory Authority [removed: ("FINRA")] [added: (“FINRA”)] and Securities Investor Protection Corporation, and an indirect, wholly owned subsidiary of Aon, for capital management [added: transaction and advisory services and other broker-dealer activities.]

[removed: In addition, other services provided by Aon Hewitt and its subsidiaries and affiliates, such as] trustee services and retirement and employee benefit program administrative services, are subject in various jurisdictions to pension, investment and securities and/or insurance laws and regulations and/or supervision by national regulators.

No one client accounted for more than 1% of our consolidated total revenues in [removed: 2015.][added: 2016.]

Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the total premiums we placed on behalf of our clients in [removed: 2015.][added: 2016.]

At December 31, [removed: 2015,] [added: 2016,] we employed approximately 69,000 employees.

This [added: annual] report [removed: and in reports we subsequently file or furnish and have previously filed or furnished with the SEC] [added: on Form 10-K] 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.

Forward-looking statements [removed: relate to] [added: represent management’s] expectations or forecasts of future events.

[removed: They use] [added: Forward-looking statements are typically identified by] words such as [removed: "anticipate," "believe," "estimate," "expect," "forecast," "project," "intend," "plan," "probably," "potential," "looking forward,"] [added: “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,”] and other similar terms, and future or conditional tense verbs like [removed: "could," "may," "might," "should," "will"] [added: “could,” “may,” “might,” “should,” “will”] and [removed: "would."] [added: “would.”] You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

| • | fluctuations in exchange and interest rates that could influence [removed: revenue] [added: revenues] and [removed: expense;] [added: expenses;] |

Aon endeavors to make capital allocation decisions based upon return on invested capital (“ROIC”).

On February 9, 2017, we entered into an agreement to sell our Benefits Administration and Business Process Outsourcing (BPO) Portfolio (the “Business”) for cash consideration of $4.3 billion payable at closing plus additional cash consideration of up to $500 million based on future performance of the Business (the “Transaction”).

The Business is within the HR Solutions segment described further below.

The completion of the Transaction is subject to customary closing conditions, and the Transaction is expected to close by the end of the second quarter of 2017.

In connection with the Transaction, we expect to implement a cost reduction program.

Our Cyber Solutions Group identifies and protects clients’ critical assets by aligning their cybersecurity strategy with their corporate culture and risk tolerance.

Our goal is to empower clients with enterprise wide cyber resilience in the face of rapidly evolving threats before, during, and after a cybersecurity incident.

In this capacity, Aon Securities Inc. is recognized as a leader in the structuring, underwriting and trading of insurance-linked securities, the arrangement of financing for insurance and reinsurance companies, including Lloyd’s syndicates, and providing advice on strategic and capital alternatives, including mergers and acquisitions.

In addition, other services provided by Aon Hewitt and its subsidiaries and affiliates, such as

| • | our ability to continue, and the costs associated with, growing, developing and integrating companies that we acquire or new lines of business; |

| • | impact of the pending sale of our Benefits Administration and HR Business Process Outsourcing Platform; |

Our predecessor, Aon Corporation, was incorporated in 1979 under the laws of Delaware.

In 2012, we reincorporated in the U.K. and moved our corporate headquarters to London.

As a result of this reorganization of our corporate structure, Aon plc became the publicly-held parent company of the Aon group.

We sometimes refer to this transaction herein as the Redomestication.

| | |

| --- | --- |

Aon drives its capital allocation decision making process around return on invested capital ("ROIC").

personally.

In this capacity, Aon Securities Inc. is recognized as a leader in:

| • | the structuring, underwriting and trading of insurance-linked securities; |

| • | the arrangement of financing for insurance and reinsurance companies, including Lloyd's syndicates; and |

| • | providing advice on strategic and capital alternatives, including mergers and acquisitions. |

Seasonality

Our Risk Solutions segment typically experiences higher revenues in the first and fourth quarters of each year, primarily due to the timing of policy renewals.

as well as regional and local firms.

We believe that we are one of the leading providers of human capital services in the world.

transaction and advisory services and other broker-dealer activities.

| • | our ability to grow, develop and integrate companies that it acquires or new lines of business; |

The address of the SEC's website is www.sec.gov.

| For the fiscal year ended December 31, [removed: 2015] [added: 2016] | | |

As of June 30, [removed: 2015,] [added: 2016,] the aggregate market value of the [removed: registrant's] [added: registrant’s] Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $27,889,141,346] [added: $29,031,404,998] based on the closing sales price as reported on the New York Stock Exchange — Composite Transaction Listing.

Number of Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of February [removed: 5, 2016: 270,081,701.][added: 22, 2017: 262,600,762.]

Portions of Aon [removed: plc's] [added: plc’s] Proxy Statement for the [removed: 2016] [added: 2017] Annual General Meeting of Shareholders to be held on June [removed: 24, 2016] [added: 23, 2017] are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

10-K 1 aonplc201610-k.htm 10-K

Table of Contents

| | |

| --- | --- |

| | |

| [PART I](#s3E1326756F8A5C67857BDF7739C5D10D) | |

| | |

| | [Item 1. Business](#s95D4BF3B1D3C5C2BA75E3DA0552D27F1) |

| | [Item 1A. Risk Factors](#s6F5BF5FE40165CD7A61DD415007D9406) |

| | [Item 1B. Unresolved Staff Comments](#s29CDBC4EFFA35868BBECCCE31AF8FAC7) |

| | [Item 2. Properties](#s96F597DA95B0516893CD8B71EABFC04B) |

| | [Item 3. Legal Proceedings](#s0B1C038F7E205E258BF250B9077ACCD4) |

| | [Item 4. Mine Safety Disclosure](#sBCE0CA3B39D45A788D6126398F62E3A8) |

| | |

| [PART II](#sF822F9A622B4525C9F0C3A9621A03FBF) | |

| | |

| | [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#s4BCA580A5B285338A9EF849AE9A80130) |

| | [Item 6. Selected Financial Data](#sED7FEB2CDE255D81A78BD14A219AAA7B) |

| | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](#s8E309022DCA25A959E04D4A4E34C5F16) |

| | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](#s7F156AA09CAD57E28B37F41A77B6F8B6) |

| | [Item 8. Financial Statements and Supplementary Data](#sFCE0C95516845CFC835E5939C00A1982) |

| | |

| | [Aon plc Consolidated Statements of Income](#s039558D0763952F7952138B57909F34E) |

| | [Aon plc Consolidated Statements of Comprehensive Income](#sCE429A7A8A4A5EE79D45A126707D650B) |

| | [Aon plc Consolidated Statements of Financial Position](#s837F54288F1D5FD7AA2B138B111B7854) |

| | [Aon plc Consolidated Statements of Shareholders' Equity](#sB43CB0AAAD0F5C46B2ECC1E62F5DCC5B) |

| | [Aon plc Consolidated Statements of Cash Flows](#s4E167EAAE01B57BEB47D831CCC08B197) |

| | [Notes to Consolidated Financial Statements](#sE519E40CFE785C96A55A62B1ABFB1B6E) |

| | |

| | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#sD3F67313186A56E9889FE32E5E84C827) |

| | [Item 9A. Controls and Procedures](#s5668C6D6D24C5C11B7E38F3C51FAD88D) |

| | [Item 9B. Other Information](#s00A2195BCD115B07A0DEFB03DEA6F410) |

| | |

| [PART III](#sEBAC8B3E43F45F0E8E6BB1367D880C77) | |

| | |

| | [Item 10. Directors, Executive Officers and Corporate Governance](#s120EDBACE0F2567C850EFCA26909D0E4) |

| | [Item 11. Executive Compensation](#s4DF0C14711AA5DF0A12E9F1DD034E9F6) |

| | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#s9F0245D4045A57DBAC6418DE2677273C) |

| | [Item 13. Certain Relationships and Related Transactions, and Director Independence](#s33DECDEE6A855339926E2FA9A457607F) |

| | [Item 14. Principal Accountant Fees and Services](#s2F9AC146680E5C0EA503247D1317ADF4) |

10-K 1 aonplc201510-k.htm 10-K

The locations in Lincolnshire, [removed: Illinois,] [added: Illinois;] Gurgaon, [removed: India,] [added: India;] The Woodlands, [removed: Texas,] [added: Texas;] Orlando, [removed: Florida,] [added: Florida;] and Charlotte, North Carolina, are primarily dedicated to our HR Solutions segment.

See Note 7 [removed: "Lease Commitments"] [added: “Lease Commitments”] of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for information with respect to our lease commitments as of December 31, [removed: 2015.][added: 2016.]

The executive officers of Aon, [added: as of February 23, 2017 unless otherwise noted,] their business experience during the last five years, and their ages and positions held are set forth below.

| Gregory C. Case | | [removed: 53] [added: 54] | | President and Chief Executive Officer. Mr. Case became President and Chief Executive Officer of Aon in April 2005. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, the international management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for [removed: McKinsey's] [added: McKinsey’s] Global Insurance Practice, and was a member of [removed: McKinsey's] [added: McKinsey’s] governing [removed: Shareholders'] [added: Shareholders’] Committee. Prior to joining McKinsey, Mr. Case was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. |

| Christa Davies | | [removed: 44] [added: 45] | | Executive Vice President and Chief Financial Officer. Ms. Davies became Executive Vice President — Global Finance in November 2007. In March 2008, Ms. Davies assumed the additional role of Chief Financial Officer. Prior to joining Aon, Ms. Davies served for 5 years in various capacities at Microsoft Corporation, an international software company, most recently serving as Chief Financial Officer of the Platform and Services Division. Before joining Microsoft in 2002, Ms. Davies served at ninemsn, an Australian joint venture with Microsoft. |

| Peter Lieb | | [removed: 60] [added: 61] | | Executive Vice President, General Counsel and Company Secretary. Mr. Lieb was named [removed: Aon's] [added: Aon’s] Executive Vice President and General Counsel in July 2009 and Company Secretary in November 2013. Prior to joining Aon, Mr. Lieb served as Senior Vice President, General Counsel and Secretary of NCR Corporation, a technology company focused on assisted and self-service solutions, from May 2006 to July 2009, and as Senior Vice President, General Counsel and Secretary of Symbol Technologies, Inc. from [removed: October] 2003 to [removed: February] 2006. From [removed: October] 1997 to [removed: October] 2003, Mr. Lieb served in various senior legal positions at International Paper Company, including Vice President and Deputy General Counsel. Earlier in his career, Mr. Lieb served as a law clerk to the Honorable Warren E. Burger, Chief Justice of the United States. |

| Stephen P. McGill [added: (1)] | | [removed: 58] [added: 59] | | [removed: Group President, Aon plc and Chairman and Chief Executive Officer, Risk Solutions.] Mr. McGill joined Aon in May 2005 as Chief Executive Officer of the Global Large Corporate business unit, which is now part of Aon [removed: Global, and] [added: Global. Mr. McGill] was named Chief Executive Officer [removed: of] [added: or] Aon Risk Services Americas in January 2006 prior to being named [removed: to his current position] [added: Chairman and Chief Executive Officer, Risk Solutions] in February 2008 and [removed: as] Group President in May 2012. Previously, Mr. McGill served as Chief Executive Officer of Jardine Lloyd Thompson Group plc. |

| Laurel Meissner | | [removed: 58] [added: 59] | | Senior Vice President and Global Controller. Ms. Meissner joined Aon in February 2009, and was appointed Senior Vice President and Global Controller and designated as [removed: Aon's] [added: Aon’s] principal accounting officer in March 2009. Prior to joining Aon, Ms. Meissner served from July 2008 through January 2009 as Senior Vice President, Finance, Chief Accounting Officer of Motorola, Inc., an international communications company. Ms. Meissner joined Motorola in 2000 and served in various senior financial positions, including Corporate Vice President, Finance, Chief Accounting Officer. |

| Kristi A. Savacool | | [removed: 56] [added: 57] | | Chief Executive Officer, Aon Hewitt. Ms. Savacool joined Aon upon the completion of the merger between Aon and Hewitt Associates, Inc. and was named Chief Executive Officer of Aon Hewitt in February 2012. Prior to assuming this role, Ms. Savacool served as Co-Chief Executive Officer of Aon Hewitt from May 2011 and, prior to that, Chief Executive Officer of Benefits Administration for Aon Hewitt. [removed: At Hewitt,] [added: Prior to the merger,] Ms. Savacool served in several senior executive [removed: positions,] [added: positions at Hewitt Associates, Inc.,] including Senior Vice President, Total Benefit Administration Outsourcing. Ms. Savacool joined Hewitt in [removed: July] 2005. Prior to [removed: July 2005,] [added: joining Hewitt,] Ms. Savacool held a number of executive management positions at The Boeing Company since 1985. |

| Eric Andersen | | 52 | | Chief Executive Officer, Aon Benfield. Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles at Aon during his 19 years at the Company, including as Chief Executive Officers of Aon Risk Solutions Americas from 2011 to 2013. Mr. Andersen was named Chief Executive Officer of Aon Benfield in September 2013 and an Executive Officer on February 1, 2017. |

| John Bruno | | 51 | | Executive Vice President, Enterprise Innovation & Chief Information Officer. Mr. Bruno joined Aon in September 2014 as Executive Vice President, Enterprise Innovation & Chief Information Officer and was named an Executive Officer on February 1, 2017. Prior to joining Aon, Mr. Bruno held various positions at NCR Corporation, a technology company focused on assisted and self service solutions, from 2008 to 2014, where he most recently served as Executive Vice President, Industry & Field Operations and Corporate Development. Prior to working at NCR, Mr. Bruno served in various technology positions at Goldman Sachs Group, Merrill Lynch & Co. Inc. and Symbol Technologies, Inc. |

| Anthony Goland | | 57 | | Executive Vice President and Chief Human Resources Officer. Mr. Goland joined Aon in September 2015 as Executive Vice President and Chief Human Resources Officer. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, Inc., a global management consulting firm where he was a leader of the Firm’s financial services, financial inclusion, and organization practices. Prior to McKinsey, he had experience with J.P. Morgan and IBM, and before that he volunteered and served as a Sergeant in the U.S. Army Europe. |

| Michael O’Connor | | 48 | | Chief Executive Officer, Aon Risk Solutions. Mr. O’Connor joined Aon in 2008 as Chief Operating Officer of Aon Risk Solutions and was later named Chief Risk Operating Officer, Aon Risk Solutions and Aon Benfield. In 2013, he was named Chief Executive Officer, Aon Risk Solutions and was named an Executive Officer on February 1,2017. Prior to joining Aon, Mr. O’Connor was a partner at McKinsey & Company, where he served as a leader for the North America Financial Services and North American Insurance practices. |

(1) Mr. McGill resigned from the Company on January 31, 2017.

Our Class A Ordinary Shares, $0.01 nominal value per share, are traded on the New York Stock [removed: Exchange.][added: Exchange (“NYSE”).]

We have approximately [removed: 241] [added: 225] holders of record of our Class A Ordinary Shares as of February [removed: 5, 2016.][added: 22, 2017.]

| Period | [added: |] Total Number of Shares Purchased | | | Average Price Paid per Share [added: (1)] | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (1)] [added: (2)] | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (1)] [added: (1)(2)] | | |

We did not make any sales of unregistered equity in [removed: 2015.][added: 2016.]

The following table sets forth the ranges of high and low sales prices per share of our ordinary shares as reported on the NYSE and the cash dividends per share of common stock paid for the two most recent fiscal years:

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| | | Years Ended December 31 | | | | | | | | | | | | | | | | | | | | | | |

| | | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |

| | | High | | | | Low | | | | Dividends paid per share | | | | High | | | | Low | | | | Dividends paid per share | | |

| Fourth quarter | | $ | 116.59 | | | $ | 107.19 | | | $ | 0.33 | | | $ | 97.79 | | | $ | 86.38 | | | $ | 0.30 | |

| Third quarter | | $ | 113.78 | | | $ | 105.35 | | | $ | 0.33 | | | $ | 103.38 | | | $ | 87.58 | | | $ | 0.30 | |

| Second quarter | | $ | 110.04 | | | $ | 100.55 | | | $ | 0.33 | | | $ | 104.70 | | | $ | 95.32 | | | $ | 0.30 | |

| First quarter | | $ | 104.76 | | | $ | 83.83 | | | $ | 0.30 | | | $ | 107.08 | | | $ | 89.35 | | | $ | 0.25 | |

On February 22, 2017, the last reported sale price of our ordinary shares as reported by the NYSE was $115.60 per share.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| 10/1/16 – 10/31/16 | | 758,923 | | | $ | 110.68 | | | 758,923 | | | $ | 2,939,315,852 | |

| 11/1/16 – 11/30/16 | | 754,296 | | | $ | 111.36 | | | 754,296 | | | $ | 2,855,317,922 | |

| 12/1/16 – 12/31/16 | | 283,323 | | | $ | 112.96 | | | 283,323 | | | $ | 2,823,314,745 | |

| | | 1,796,542 | | | | | | | 1,796,542 | | | | | |

| | |

| --- | --- |

| (1) | Does not include commissions or other costs paid to repurchase shares. |

| | |

| --- | --- |

| (2) | In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased. In November 2014, our Board of Directors authorized an additional $5 billion of Class A Ordinary Shares for repurchase. In February 2017, the Board of Directors authorized a $5.0 billion increase to the then existing remaining authorization under its share repurchase program. Under each program, shares may be repurchased through open market or privately negotiated transactions, based on prevailing market conditions, funded from available capital. During 2016, we repurchased 12.2 million shares at an average price per share of $102.66 for a total cost of $1.3 billion. The remaining authorized amount for share repurchase under our Share Repurchase Programs is $2.8 billion at December 31, 2016. |

We hereby incorporate by reference the "Dividends paid per share" and "Price range" data in Note 17 "Quarterly Financial Data" of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

We hereby incorporate by reference Note 9, "Shareholders' Equity" of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10/1/15 – 10/31/15 | — | | | $ | — | | | — | | | $ | 4,474,091,411 | |

| 11/1/15 – 11/30/15 | 3,450,500 | | | 94.16 | | | | 3,450,500 | | | 4,149,191,389 | | |

| 12/1/15 – 12/31/15 | 786,040 | | | 95.41 | | | | 786,040 | | | 4,074,199,018 | | |

| | 4,236,540 | | | $ | 94.39 | | | 4,236,540 | | | $ | 4,074,199,018 | |

_______________________________________________________________________________

(1)In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased.

In November 2014, our Board of Directors authorized an additional $5 billion of Class A Ordinary Shares for repurchase.

Under each program, shares may be repurchased through open market or privately negotiated transactions, based on prevailing market conditions, funded from available capital.

During 2015, we repurchased 16.0 million shares at an average price per share of $97.04 for a total cost of $1.6 billion.

The remaining authorized amount for share repurchase under our Share Repurchase Programs is $4.1 billion.

| (millions except [removed: shareholders, employees and] per share data) | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Commissions, fees and other | | $ | [removed: 11,661] [added: 11,605] | | | $ | [removed: 12,019] [added: 11,661] | | | $ | [removed: 11,787] [added: 12,019] | | | $ | [removed: 11,476] [added: 11,787] | | | $ | [removed: 11,235] [added: 11,476] | |

| Fiduciary investment income | | [removed: 21] [added: 22] | | | | [removed: 26] [added: 21] | | | | [removed: 28] [added: 26] | | | | [removed: 38] [added: 28] | | | | [removed: 52] [added: 38] | | |

| Total revenue | | $ | [removed: 11,682] [added: 11,627] | | | $ | [removed: 12,045] [added: 11,682] | | | $ | [removed: 11,815] [added: 12,045] | | | $ | [removed: 11,514] [added: 11,815] | | | $ | [removed: 11,287] [added: 11,514] | |

| Net income | | [removed: 1,422] [added: 1,430] | | | | [removed: 1,431] [added: 1,422] | | | | [removed: 1,148] [added: 1,431] | | | | [removed: 1,020] [added: 1,148] | | | | [removed: 1,010] [added: 1,020] | | |

| Less: Net income attributable to noncontrolling [removed: interest] [added: interests] | | [removed: 37] [added: 34] | | | | [removed: 34] [added: 37] | | | | [removed: 35] [added: 34] | | | | [removed: 27] [added: 35] | | | | [removed: 31] [added: 27] | | |

| Net income attributable to Aon shareholders | | $ | [removed: 1,385] [added: 1,396] | | | $ | [removed: 1,397] [added: 1,385] | | | $ | [removed: 1,113] [added: 1,397] | | | $ | [removed: 993] [added: 1,113] | | | $ | [removed: 979] [added: 993] | |

| Basic Net Income [removed: (Loss)] Per Share Attributable to Aon Shareholders | | $ | [removed: 4.93] [added: 5.21] | | | $ | [removed: 4.73] [added: 4.93] | | | $ | [removed: 3.57] [added: 4.73] | | | $ | [removed: 3.02] [added: 3.57] | | | $ | [removed: 2.92] [added: 3.02] | |

| Diluted Net Income [removed: (Loss)] Per Share Attributable to Aon Shareholders | | $ | [removed: 4.88] [added: 5.16] | | | $ | [removed: 4.66] [added: 4.88] | | | $ | [removed: 3.53] [added: 4.66] | | | $ | [removed: 2.99] [added: 3.53] | | | $ | [removed: 2.87] [added: 2.99] | |

| Fiduciary assets (1) | | $ | [removed: 9,932] [added: 9,485] | | | $ | [removed: 11,638] [added: 9,932] | | | $ | [removed: 11,871] [added: 11,638] | | | $ | [removed: 12,214] [added: 11,871] | | | $ | [removed: 10,838] [added: 12,214] | |

| Intangible assets including goodwill | | [removed: 10,628] [added: $] | [added: 10,970] | | | [removed: 11,380] [added: $] | [added: 10,628] | | | [removed: 11,575] [added: $] | [added: 11,380] | | | [removed: 11,918] [added: $] | [added: 11,575] | | | [removed: 12,046] [added: $] | [added: 11,918] | |

| Dividends paid per share | | $ | [removed: 1.15] [added: 1.29] | | | $ | [removed: 0.92] [added: 1.15] | | | $ | [removed: 0.68] [added: 0.92] | | | $ | [removed: 0.62] [added: 0.68] | | | $ | [removed: 0.60] [added: 0.62] | |

| Market price, per share | | $ | [removed: 92.21] [added: 111.53] | | | $ | [removed: 94.83] [added: 92.21] | | | $ | [removed: 83.89] [added: 94.83] | | | $ | [removed: 55.61] [added: 83.89] | | | $ | [removed: 46.80] [added: 55.61] | |

| Shares outstanding | | [removed: 269.8] [added: 262.0] | | | | [removed: 280.0] [added: 269.8] | | | | [removed: 300.7] [added: 280.0] | | | | [removed: 310.9] [added: 300.7] | | | | [removed: 324.4] [added: 310.9] | | |

As described in Note 1 “Basis of Presentation - Revision of Previously Issued Financial Statements” of the Notes to Consolidated Financial Statements, during the fourth quarter of 2016, we identified errors that impacted the years ended December 31, 2015, 2014, 2013, and 2012.

The corrections for the errors, which we have concluded are immaterial, individually and in the aggregate, to all prior-period consolidated financial statements, are reflected in the consolidated financial statements and selected financial data included in this Form 10-K.

As described in Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to Consolidated Financial Statements, we adopted guidance related to the presentation of deferred tax assets and liabilities and debt issuance costs.

Amounts below have been amended to reflect the adoption of the new guidance.

| | | | | | | (As Revised) | | | | (As Revised) | | | | (As Revised) | | | | (As Revised) | | |

| Income from continuing operations | | $ | 1,430 | | | $ | 1,422 | | | $ | 1,431 | | | $ | 1,148 | | | $ | 1,020 | |

| Total assets | | $ | 26,615 | | | $ | 26,883 | | | $ | 29,572 | | | $ | 30,060 | | | $ | 30,296 | |

| Long-term debt | | $ | 5,869 | | | $ | 5,138 | | | $ | 4,768 | | | $ | 3,666 | | | $ | 3,694 | |

| Total equity | | $ | 5,532 | | | $ | 6,059 | | | $ | 6,527 | | | $ | 8,091 | | | $ | 7,701 | |

Selected Financial Data

| Total assets | | 27,164 | | | | 29,772 | | | | 30,251 | | | | 30,486 | | | | 29,552 | | |

| Long-term debt | | 5,175 | | | | 4,799 | | | | 3,686 | | | | 3,713 | | | | 4,155 | | |

| Total equity | | 6,163 | | | | 6,631 | | | | 8,195 | | | | 7,805 | | | | 8,120 | | |

| Price range, per share: | | | | | | | | | | | | | | | | | | | | |

| High | | $ | 107.08 | | | $ | 98.10 | | | $ | 84.33 | | | $ | 57.92 | | | $ | 54.58 | |

| Low | | 86.38 | | | | 76.49 | | | | 54.65 | | | | 45.04 | | | | 39.68 | | |

| Common shareholders of record | | 242 | | | | 255 | | | | 281 | | | | 240 | | | | 8,107 | | |

| Number of employees | | 68,790 | | | | 68,633 | | | | 65,547 | | | | 64,725 | | | | 62,443 | | |

We have audited the accompanying consolidated statements of financial position of Aon plc as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: shareholders’] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]

These financial statements are the responsibility of [removed: the Company's] [added: Aon plc’s] management.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aon plc at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aon [removed: plc's] [added: plc’s] internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 22, 2016] [added: 23, 2017] expressed an unqualified opinion thereon.

[removed: ][added: ]

[removed: February 22,] [added: | | Q1] 2016 [added: | | | | | | | | | | Q2 2016 | | | | | | | | | | Q3 2016 | | | | | | | | |]

| (millions, except per share data) | [removed: Years ended December 31] | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Commissions, fees and other | | $ | [removed: 11,661] [added: 11,605] | | | $ | [removed: 12,019] [added: 11,661] | | | $ | [removed: 11,787] [added: 12,019] | |

| Fiduciary investment income | | [removed: 21] [added: 22] | | | | [removed: 26] [added: 21] | | | | [removed: 28] [added: 26] | | |

| Total revenue | | [removed: 11,682] [added: 11,627] | | | | [removed: 12,045] [added: 11,682] | | | | [removed: 11,815] [added: 12,045] | | |

| Compensation and benefits | | [removed: 6,837] [added: 6,914] | | | | [removed: 7,014] [added: 6,837] | | | | [removed: 6,945] [added: 7,014] | | |

| Other general expenses | | [removed: 2,997] [added: 2,807] | | | | [removed: 3,065] [added: 2,997] | | | | [removed: 3,199] [added: 3,065] | | |

| Total operating expenses | | [removed: 9,834] [added: 9,721] | | | | [removed: 10,079] [added: 9,834] | | | | [removed: 10,144] [added: 10,079] | | |

| Operating income | | [removed: 1,848] [added: 1,906] | | | | [removed: 1,966] [added: 1,848] | | | | [removed: 1,671] [added: 1,966] | | |

| Interest income | | [removed: 14] [added: 9] | | | | [removed: 10] [added: 14] | | | | [removed: 9] [added: 10] | | |

| Interest expense | | [removed: (273] [added: (282] | | ) | | [removed: (255] [added: (273] | | ) | | [removed: (210] [added: (255] | | ) |

| Other income | | [removed: 100] [added: 36] | | | | [removed: 44] [added: 100] | | | | [removed: 68] [added: 44] | | |

| Income before income taxes | | [removed: 1,689] [added: 1,669] | | | | [removed: 1,765] [added: 1,689] | | | | [removed: 1,538] [added: 1,765] | | |

| Income taxes | | [removed: 267] [added: 239] | | | | [removed: 334] [added: 267] | | | | [removed: 390] [added: 334] | | |

| Net income | | [removed: 1,422] [added: 1,430] | | | | [removed: 1,431] [added: 1,422] | | | | [removed: 1,148] [added: 1,431] | | |

| Less: Net income attributable to noncontrolling interests | | [removed: 37] [added: 34] | | | | [removed: 34] [added: 37] | | | | [removed: 35] [added: 34] | | |

| Net income attributable to Aon shareholders | | $ | [removed: 1,385] [added: 1,396] | | | $ | [removed: 1,397] [added: 1,385] | | | $ | [removed: 1,113] [added: 1,397] | |

| Basic net income per share attributable to Aon shareholders | | $ | [removed: 4.93] [added: 5.21] | | | $ | [removed: 4.73] [added: 4.93] | | | $ | [removed: 3.57] [added: 4.73] | |

| Diluted net income per share attributable to Aon shareholders | | $ | [removed: 4.88] [added: 5.16] | | | $ | [removed: 4.66] [added: 4.88] | | | $ | [removed: 3.53] [added: 4.66] | |

| Cash dividends per share paid on ordinary shares | | $ | [removed: 1.15] [added: 1.29] | | | $ | [removed: 0.92] [added: 1.15] | | | $ | [removed: 0.68] [added: 0.92] | |

| Weighted average ordinary shares outstanding - basic | | [removed: 280.8] [added: 268.1] | | | | [removed: 295.5] [added: 280.8] | | | | [removed: 311.4] [added: 295.5] | | |

| Weighted average ordinary shares outstanding - diluted | | [removed: 283.8] [added: 270.3] | | | | [removed: 299.6] [added: 283.8] | | | | [removed: 315.4] [added: 299.6] | | |

| [removed: (millions) |] Years [removed: Ended] [added: ended] December 31 | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net income | | $ | [removed: 1,422] [added: 1,430] | | | $ | [removed: 1,431] [added: 1,422] | | | $ | [removed: 1,148] [added: 1,431] | |

| Other comprehensive (loss) [removed: gain,] [added: income,] net of tax: | | | | | | | | | | | | |

| Change in fair value of financial instruments | | [removed: (8] [added: (12] | | ) | | [removed: 4] [added: (8] | | [added: )] | | [removed: 7] [added: 4] | | |

| Foreign currency translation adjustments | | [removed: (442] [added: (495] | | ) | | [removed: (507] [added: (442] | | ) | | [removed: (65] [added: (507] | | ) |

| Post-retirement benefit obligation | | [removed: 155] [added: 16] | | | | [removed: (260] [added: 155] | | [removed: )] | | [removed: 293] [added: (260] | | [added: )] |

| Total other comprehensive [removed: (loss) income] [added: loss] | | [removed: (295] [added: (491] | | ) | | [removed: (763] [added: (295] | | ) | | [removed: 235] [added: (763] | | [added: )] |

| Less: Other comprehensive loss attributable to noncontrolling interests | | [removed: (6] [added: (2] | | ) | | [removed: (3] [added: (6] | | ) | | [removed: (1] [added: (3] | | ) |

| Total other comprehensive [removed: (loss) income] [added: loss] attributable to Aon shareholders | | [removed: (289] [added: (489] | | ) | | [removed: (760] [added: (289] | | ) | | [removed: 236] [added: (760] | | [added: )] |

| Comprehensive income attributable to Aon shareholders | | $ | [removed: 1,096] [added: 907] | | | $ | [removed: 637] [added: 1,096] | | | $ | [removed: 1,349] [added: 637] | |

| (millions, except nominal value) | [removed: As of December 31] | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Cash and cash equivalents | | $ | [removed: 384] [added: 431] | | | $ | [removed: 374] [added: 384] | |

| Short-term investments | | [removed: 356] [added: 290] | | | | [removed: 394] [added: 356] | | |

| | | | | | | (As Revised) | | |

| TOTAL ASSETS | | $ | 26,615 | | | $ | 26,883 | |

| TOTAL LIABILITIES | | 21,083 | | | | 20,824 | | |

| Retained earnings | | 3,807 | | | | 4,013 | | |

| TOTAL EQUITY | | 5,532 | | | | 6,059 | | |

| | | | | | | | | (As Revised) | | | | | | | | | | | | | | |

| Balance at January 1, 2014 | 300.7 | | | $ | 4,788 | | | $ | 5,627 | | | $ | (2,374 | ) | | $ | 50 | | | 8,091 | | |

| Net sales of subsidiary shares to noncontrolling interests | — | | | — | | | | — | | | | — | | | | 3 | | | | 3 | | |

| Net income | — | | | — | | | | 1,396 | | | | — | | | | 34 | | | | 1,430 | | |

| Shares purchased | (12.1 | ) | | — | | | | (1,257 | | ) | | — | | | | — | | | | (1,257 | | ) |

| Net purchases of shares from noncontrolling interests | — | | | (34 | | ) | | — | | | | — | | | | (4 | | ) | | (38 | | ) |

| Balance at December 31, 2016 | 262.0 | | | $ | 5,580 | | | $ | 3,807 | | | $ | (3,912 | ) | | $ | 57 | | | $ | 5,532 | |

| | | Years ended December 31 | | | | | | | | | | |

| Net income | | $ | 1,430 | | | $ | 1,422 | | | $ | 1,431 | |

| Other assets and liabilities | | 50 | | | | 118 | | | | (43 | | ) |

Revision of Previously Issued Financial Statements

During the fourth quarter of 2016, the Company identified errors related to the recognition of revenue for certain brokerage fee arrangements, specifically the consideration for certain arrangements covering multiple insurance placements was not appropriately allocated to each individual placement.

Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletins 99 and 108, the Company concluded that these errors were immaterial, individually and in the aggregate, to the Consolidated Statements of Financial Position, Consolidated Statements of Income, or Consolidated Statements of Cash Flows as presented in the Company’s quarterly and annual financial statements previously filed in the Company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

While Aon concluded that the errors were immaterial to each of the prior reporting periods affected, the Company further concluded that correcting the errors cumulatively in fiscal year 2016 would materially misstate the Consolidated Statement of Income for the year ended December 31, 2016.

As a result, amendment of such reports is not required.

In preparing the Company’s Consolidated Financial Statements for the year ended December 31, 2016, the Company made appropriate revisions to its financial statements for historical periods.

Such changes are reflected for the years ended December 31, 2015 and 2014, included in these financial statements, and will also be reflected in the historical periods included in the Company’s subsequent quarterly and annual consolidated financial statements.

The impact to the Consolidated Statements of Financial Position was a decrease of $170 million to Receivables, net, an increase of $66 million to Deferred tax assets, and a decrease of $104 million to Retained earnings in all periods presented.

The impact to the full year Consolidated Statements of Income and Consolidated Statements of Comprehensive Income was de minimis in all periods presented.

and therefore remains unchanged.

There was no impact to the full year cash provided by operating activities in the Consolidated Statements of Cash Flows.

The impact to the Consolidated Statements of Cash Flows previously filed in unaudited Quarterly Reports on Form 10-Q is as follows (in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Unaudited) | As Reported | | | Effect of Change(1) | | | As Revised | | | | As Reported | | | Effect of Change(1) | | | As Revised | | | | As Reported | | | Effect of Change(1) | | | As Revised | | |

| Net Income | $ | 327 | | $ | 10 | | $ | 337 | | | $ | 607 | | $ | 38 | | $ | 645 | | | $ | 921 | | $ | 50 | | $ | 971 | |

| Change in assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Receivables, net | 110 | | | (13 | | ) | 97 | | | | 175 | | | (47 | | ) | 128 | | | | 289 | | | (61 | | ) | 228 | | |

| (1) | No net impact to Cash Provided by Operating Activities. |

Refer to Note 17 “Quarterly Financial Data” for the impact to the Company’s Condensed Consolidated Statements of Income previously filed in Quarterly Reports on Form 10-Q.

In prior periods, cash outflows from Restructuring activities were shown as a separate line item within Cash Flows From Operating Activities in the Consolidated Statements of Cash Flows.

Beginning in 2016, these amounts are disclosed as a component of the change in Other assets and liabilities within Cash Flows From Operating Activities in the Consolidated Statements of Cash Flows.

Cash outflows for Restructuring reserves were $31 million at December 31, 2015 and $83 million at December 31, 2014.

The funded status of each plan, calculated as the fair

| TOTAL LIABILITIES | | 21,001 | | | | 23,141 | | |

| Retained earnings | | 4,117 | | | | 4,605 | | |

| TOTAL EQUITY | | 6,163 | | | | 6,631 | | |

| Balance at January 1, 2013 | 310.9 | | | $ | 4,439 | | | $ | 5,933 | | | $ | (2,610 | ) | | $ | 43 | | | $ | 7,805 | |

| Net income | — | | | — | | | | 1,113 | | | | — | | | | 35 | | | | 1,148 | | |

| Shares purchased | (16.8 | ) | | — | | | | (1,102 | | ) | | — | | | | — | | | | (1,102 | | ) |

| Purchase of subsidiary shares from non-controlling interest | — | | | (3 | | ) | | — | | | | — | | | | (8 | | ) | | (11 | | ) |

| Balance at December 31, 2013 | 300.7 | | | 4,788 | | | | 5,731 | | | | (2,374 | | ) | | 50 | | | | 8,195 | | |

| Sale of subsidiary shares from non-controlling interest | — | | | — | | | | — | | | | — | | | | 3 | | | | 3 | | |

| Sales of subsidiary shares to non-controlling interest | — | | | 1 | | | | — | | | | — | | | | (7 | | ) | | (6 | | ) |

| Restructuring reserves | | (31 | | ) | | (83 | | ) | | 15 | | |

In prior periods, long-term investments were included in Investments in the Consolidated Statement of Financial Position.

These amounts are now included in Other non-current assets in the Consolidated Statement of Financial Position, as shown in Note 3 to these Consolidated Financial Statements.

Long-term investments were $135 million at December 31, 2015 and $143 million at December 31, 2014.

In prior periods, prepaid pensions were included in Other non-current assets in the Consolidated Statement of Financial Position.

These amounts are now separately disclosed in the Consolidated Statement of Financial Position.

Prepaid pensions were $1,033 million at December 31, 2015 and $933 million at December 31, 2014.

Upon vesting of certain share-based payment arrangements, employees may elect to use a portion of the shares to satisfy tax withholding requirements, in which case Aon makes a payment to the taxing authority on the employee’s behalf and remits the remaining shares to the employee.

The Company has historically presented amounts due to taxing authorities within Cash Flows From Operating Activities in the Consolidated Statements of Cash Flows.

The amounts are now included in “Issuance of shares for employee benefit plans” within Cash Flows From Financing Activities.

The Company believes this presentation provides greater clarity into the operating and financing activities of the Company as the substance and accounting for these transactions is that of a share repurchase.

It also aligns the Company’s presentation to be consistent with industry practice.

Amounts reported in Issuance of shares for employee benefit plans were $227 million, $170 million, and $120 million, respectively, for the years ended December 31, 2015, 2014 and 2013.

These amounts, which were reclassified from Accounts payable and accrued liabilities and Other assets and liabilities, were $85 million and $85 million in 2014, and $62 million and $58 million in 2013, respectively.

Changes to the presentation in the Consolidated Statements of Cash Flows for 2014 and 2013 were made related to certain line items within financing activities.

The following line items and respective amounts have been aggregated in a new line item titled “Noncontrolling interests and other financing activities” within financing activities.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

contingently issuable shares.

Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with initial maturities in excess of three months but less than one year and are carried at amortized cost, which approximates fair value.

The effect is to reflect in earnings the extent to

issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability.

This guidance will also be applied to Aon's debt issuance costs related to its line-of-credit arrangements.

The impact from the adoption of this guidance on the Company's Consolidated Financial Statements cannot be determined at this time as the standard is still undergoing changes.

The Company is also determining the appropriate method of transition to the guidance and the timing of adoption of the guidance.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at beginning of year | $ | 74 | | | $ | 90 | | | $ | 118 | |

| Balance at end of year | $ | 58 | | | $ | 74 | | | $ | 90 | |

| | $ | 566 | | | $ | 602 | |

We have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the [removed: "Exchange Act")] [added: “Exchange Act”)] as of the end of the period covered by this annual report of December 31, [removed: 2015.][added: 2016.]

Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, [removed: 2015] [added: 2016] that our disclosure controls and procedures were effective such that the information relating to Aon, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to [removed: Aon's] [added: Aon’s] management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our senior management, including our [removed: chief executive officer] [added: Chief Executive Officer] and [removed: chief financial officer,] [added: Chief Financial Officer,] we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on this assessment, management has concluded our internal control over financial reporting is effective as of December 31, [removed: 2015.][added: 2016.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by Ernst & Young, LLP, the [removed: Company's] [added: Company’s] independent registered public accounting firm, as stated in their report titled [removed: "Report] [added: “Report] of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting."][added: Reporting.”]

No changes in [removed: Aon's] [added: Aon’s] internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during [removed: 2015] [added: 2016] that have materially affected, or that are reasonably likely to materially affect, [removed: Aon's] [added: Aon’s] internal control over financial reporting.

We have audited Aon [removed: plc's] [added: plc’s] internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Aon plc maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [added: 2016] consolidated [removed: statements of] financial [removed: position] [added: statements] of Aon plc [removed: as of December 31, 2015] and [removed: 2014, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2015 and] our report dated February [removed: 22, 2016] [added: 23, 2017] expressed an unqualified opinion thereon.

[removed: ][added: ]

February 23, 2017

February 22, 2016

Information relating to [removed: Aon's] [added: Aon’s] Directors is set forth under the heading [removed: "Proposal] [added: “Proposal] 1 — Resolutions Regarding the Election of [removed: Directors"] [added: Directors”] in our Proxy Statement for the [removed: 2016] [added: 2017] Annual General Meeting of Shareholders to be held on June [removed: 24, 2016] [added: 23, 2017] (the [removed: "Proxy Statement")] [added: “Proxy Statement”)] and is incorporated herein by [removed: reference from the Proxy Statement.][added: reference.]

Information relating to [removed: the] [added: Aon’s] executive officers [removed: of Aon] is set forth in Part I of this [removed: Form 10-K] [added: report] and is incorporated [added: herein] by reference.

Information relating to compliance with Section 16(a) of the Exchange Act is [removed: incorporated by reference from the discussion] [added: set forth] under the heading [removed: "Section] [added: “Section] 16(a) Beneficial Ownership Reporting [removed: Compliance"] [added: Compliance”] in the Proxy [removed: Statement.][added: Statement and is incorporated herein by reference.]

The remaining information [removed: called for] [added: required] by this item is [removed: incorporated herein by reference to the information] [added: set forth] under the [removed: heading "Corporate Governance"] [added: headings “Corporate Governance”] and [removed: the information under the heading "Board] [added: “Board] of Directors and [removed: Committees"] [added: Committees”] in the Proxy [removed: Statement.][added: Statement, and all such information is incorporated herein by reference.]

The text of our code of ethics, which we call our Code of Business Conduct, is available on our website as disclosed in [removed: Item] [added: Part] 1 of this report.

Information relating to director and executive officer compensation is set forth under the headings [removed: "Compensation] [added: “Compensation] Committee [removed: Report," "Compensation] [added: Report,” “Compensation] Discussion and [removed: Analysis,"] [added: Analysis”] and [removed: "Executive Compensation"] [added: “Executive Compensation”] in the Proxy Statement, and all such information is incorporated herein by reference.

Information relating to compensation committee interlocks and insider participation is [removed: incorporated by reference to the information] [added: set forth] under the heading [removed: "Compensation] [added: “Compensation] Discussion and Analysis - Compensation Committee Interlocks and Insider [removed: Participation"] [added: Participation”] in the Proxy [removed: Statement.][added: Statement and is incorporated herein by reference.]

Information relating to equity compensation plans and the security ownership of certain beneficial owners and management of [removed: Aon's] [added: Aon’s] ordinary shares is set forth under the headings [removed: "Equity] [added: “Equity] Compensation Plan [removed: Information", "Principal] [added: Information,” “Principal] Holders of Voting [removed: Securities"] [added: Securities”] and [removed: "Security] [added: “Security] Ownership of Directors and Executive [removed: Officers"] [added: Officers”] in the Proxy [removed: Statement] [added: Statement,] and all such information is incorporated herein by reference.

[removed: Aon hereby incorporates] [added: Information required] by [removed: reference the information] [added: this Item is included] under the headings [removed: "Corporate] [added: “Corporate] Governance — Director [removed: Independence"] [added: Independence”] and [removed: "Certain] [added: “Certain] Relationships and Related [removed: Transactions"] [added: Transactions”] in the Proxy [removed: Statement.][added: Statement and is incorporated herein by reference.]

Information required by this Item is included under the [removed: caption "Auditor Fees"] [added: heading “Auditor Fees”] in the Proxy Statement and is [removed: hereby] incorporated [added: herein] by reference.

| | Consolidated Statements of Financial Position — As of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] | |

| | Consolidated Statements of Income — Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | |

| | Consolidated Statements of Comprehensive Income — Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | |

| | Consolidated Statements of [removed: Shareholders'] [added: Shareholders’] Equity — Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | |

| | Consolidated Statements of Cash Flows — Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | |

| | | 4.9* | Form of [removed: 3.50%] [added: 5.00%] Senior Note due [removed: 2015] [added: 2020] — incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on September 10, 2010. |

| | | 4.10* | Form of [removed: 5.00%] [added: 6.25%] Senior Note due [removed: 2020] [added: 2040] — incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on September 10, 2010. |

| | | [removed: 4.11*] [added: 4.16*] | Form of [removed: 6.25%] [added: 4.45%] Senior Note due [removed: 2040] [added: 2043] — incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on [removed: September 10, 2010.] [added: May 24, 2013.] |

| | | [removed: 4.12*] [added: 4.11*] | Indenture dated as of March 8, 2011, among Aon Finance N.S. 1, ULC, Aon Corporation and Computershare Trust Company of Canada. — incorporated by reference to Exhibit 4.1 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on March 8, 2011. |

| | | [removed: 4.13*] [added: 4.12*] | First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee (supplementing the Indenture dated as of March 8, 2011 among Aon Finance N.S.1, ULC, Aon Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee) — incorporated by reference to Exhibit 4.2 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on April 2, 2012. |

| | | [removed: 4.14*] [added: 4.18*] | Form of [removed: 3.125%] [added: 2.875%] Senior Note due 2016 [removed: —] [added: -] incorporated by reference to Exhibit 4.2 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on May [removed: 27, 2011.] [added: 13, 2014.] |