Aon (AON) 10-K risk factor changes: FY2018 vs FY2017

The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our Commercial Risk Solutions, Reinsurance [added: Solutions, and Data and Analytic Services revenue lines.]

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

As a global professional services firm, we compete with global, national, [removed: regional] [added: regional,] and local insurance companies [removed: who] [added: that] market and service their own products, other financial services providers, brokers, and investment managers, independent firms, and consulting organizations affiliated with accounting, information systems, technology, and financial services firms.

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

In addition, claims arising from our professional services may produce publicity that could hurt our reputation and business and adversely affect our ability to [added: retain business or] secure new business.

Negative perceptions or publicity regarding these matters or others could erode trust and confidence and damage our reputation among existing and potential clients, which could make it difficult for us to attract new clients and [removed: maintain] [added: retain] existing ones.

Negative public opinion could also result from actual or alleged conduct by us or those currently or formerly associated with us in any number of activities or circumstances, [added: including third parties,] the use and protection of data and systems, satisfaction of client expectations, and regulatory compliance.

[removed: This damage] [added: Damage] to our reputation could affect the confidence of our clients, rating agencies, regulators, stockholders, and third parties in transactions that are important to our business adversely effecting [removed: on] our business, financial condition, and operating results.

| • | the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase [removed: competition] [added: competition,] and put pressure on pricing; |

The prices we are able to charge for our services are affected by a number of factors, including competitive factors, [removed: cost of living adjustment provisions,] the extent of ongoing clients’ perception of our ability to add value through our services, and general economic conditions.

Our cost efficiencies may [added: also] be impacted by factors such as our ability to transition consultants from completed projects to new assignments, our ability to secure new consulting engagements, our ability to forecast demand for consulting services (and, consequently, appropriately manage the size and location of our workforce), employee attrition, and the need to devote time and resources to training and professional and business development.

These losses may be attributable in whole or in part to failures on our part or to events entirely outside of our [removed: control.][added: control, including but not limited to uncertainty in financial markets due to economic, political, and regulatory conditions.]

Regardless of the cause, clients experiencing losses [removed: may assert] [added: or clients that allege that we overcharge for such fiduciary services have in the past asserted] claims against us, and [removed: these claims may] [added: we anticipate future similar claims, which could] be for significant amounts.

Furthermore, our ability to limit our potential liability is restricted in certain jurisdictions [added: and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions.]

Approximately [removed: 56%] [added: 57%] of our consolidated revenue is non-U.S., attributed on the basis of where the services are performed, and the exposures created can have significant currency volatility.

Operating funds available for corporate use were [removed: $1,285] [added: $828] million at December 31, [removed: 2017] [added: 2018] and are reported in Cash and cash equivalents and Short-term investments.

Funds held on behalf of clients and insurers were [removed: $3.7] [added: $3.9] billion at December 31, [removed: 2017] [added: 2018] and are reported in Fiduciary assets.

As of December 31, [removed: 2017,] [added: 2018,] these long-term investments had a carrying value of [removed: $57] [added: $54] million.

Our worldwide pension plans are significant, and therefore our pension contributions and expense are sensitive to various [removed: market] [added: market, demographic,] and [removed: demographic] [added: other] factors.

These factors include equity and bond market returns, fair value of pension assets, the assumed interest rates we use to discount our pension liabilities, foreign exchange rates, rates of inflation, mortality assumptions, potential regulatory and legal changes [added: or developments] and counterparty exposure from various investments and derivative contracts, including annuities.

Variations [added: or developments] in [added: connection with] any of these factors could cause significant changes to our financial position and results of operations from year to year.

As of December 31, [removed: 2017,] [added: 2018,] we had total consolidated debt outstanding of approximately [removed: $6.0] [added: $6.2] billion.

As of December 31, [removed: 2017,] [added: 2018,] we had two committed credit facilities outstanding.

In addition, each of these facilities included customary representations, [removed: warranties] [added: warranties,] and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, tested quarterly.

The terms of these covenants may limit our ability to obtain, or increase the costs of obtaining, additional financing to fund working capital, capital expenditures, [removed: acquisitions] [added: acquisitions,] or general corporate requirements.

If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional [removed: equity] [added: equity,] or reducing or delaying capital expenditures, strategic acquisitions, [removed: investments] [added: investments,] and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.

Our senior debt ratings at December 31, [removed: 2017] [added: 2018] were A- with a stable outlook (Standard & Poor’s, or “S&P”), BBB+ with a stable outlook (Fitch, Inc., or “Fitch”), and Baa2 with a stable outlook (Moody’s Investor Services, or “Moody’s”).

In addition, [added: we could be subject to increased taxation as a result of changes in eligibility for the benefits of current income tax treaties between and among the U.K., the U.S., and other countries, including] any future amendments to the current income tax treaties between the [removed: U.K] [added: U.K.] and other jurisdictions (including the U.S.), or any new statutory or regulatory provisions that might limit our ability to take advantage of any such [removed: treaties, could subject us to increased taxation.][added: treaties.]

These changes include, among other things, lowering the corporate income tax rate, subjecting certain future foreign subsidiary earnings, whether or not distributed, to U.S. tax under a Global Intangible Low-Taxed Income provision, imposing a new alternative “Base Erosion and Anti-Abuse Tax” on U.S. corporations that limits deductions for certain [added: deductible] amounts payable to foreign affiliates, imposing significant additional limitations on the deductibility of interest payable to related and unrelated lenders, further limiting deductible executive compensation, and imposing a one-time repatriation tax on deemed repatriated earnings of foreign subsidiaries [added: accumulations] through the end of 2017.

We continue to analyze how the Tax Reform [removed: Act] [added: Act, and any regulations or other governmental action with respect thereto,] may impact our [added: business and] results of operations.

[removed: This continued analysis and resulting uncertainty, along with many of the] [added: The] changes effected pursuant to the Tax Reform Act, [added: and the regulations or other governmental action thereunder,] may have an adverse or volatile effect on our tax rate in fiscal years [removed: 2018] [added: 2019] and beyond, thereby affecting our results of operations.

As a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax [removed: legislation,] [added: legislation or regulations,] such as the [added: enactment of the] U.S. Tax Reform Act detailed above, [added: the continuing development of regulations and other governmental action that affect the application of such legislation,] our global mix of earnings, the use of global funding structures, the tax characteristics of our income, the effect of complying with transfer pricing requirements under laws of many different countries on our revenues and costs, the consequences of acquisitions and dispositions of businesses and business segments, and the portion of the income of non-U.S. subsidiaries that may be subject to U.S. [removed: tax] [added: tax, or the portion of the income of non-U.K subsidiaries that may be subject to U.K. tax,] whether or not distributed to [added: the respective] U.S. [added: or U.K.] shareholders.

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

[added: We periodically evaluate our estimates and assumptions including,] but not limited to, those relating to revenue recognition, restructuring, pensions, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, share-based payments, and income taxes.

These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments [added: or changes] in accounting [removed: principles,] [added: principles or standards,] and other factors.

Actual results could differ from these estimates, or changes in assumptions, estimates, policies, or developments in the business may change our initial estimates, which could materially affect the Consolidated Statements of Income, Comprehensive Income, Financial Position, Shareholders’ [removed: Equity] [added: Equity,] and Cash Flows.

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 dividends or otherwise make [removed: payment] [added: payments] to us.

We are subject to [removed: errors and omissions] [added: E&O] claims against us as well as other contingencies and legal proceedings, some of which, if determined unfavorably to us, could have a material adverse effect on the financial condition or results of operations of a business line or the Company as a whole.

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

E&O claims could include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of [removed: clients or] [added: clients,] to provide insurance carriers with complete and accurate information relating to the risks being insured, or the failure to give error-free [removed: advice in our] consulting [removed: business.][added: or investment advice.]

customers and suppliers than we have.

| • | fluctuation in the need for insurance; |

The new provisions have been the subject of proposed regulations and other guidance that, if and when issued in final form, could materially affect the application of the new statutory provisions.

In many cases, the proposed regulations and other guidance proposed to apply retroactively to the date of enactment of the Tax Reform Act.

The government could also further modify the rules when they are issued in final form.

Additionally, the resulting uncertainty with respect to the interpretation and application of the new provisions, and the risk that regulations or other governmental guidance, including revisions to any such regulations or other governmental action that may change the application of the new statutory provisions, may affect our assessment of the effect of the Tax Reform Act on our business and operations as we continue to analyze it.

Additionally, parts or all of an E&O claim could fall within insurance deductibles, self-insured retentions, or policy exclusions.

extent that losses are deemed probable and are reasonably estimable.

In the event of a default, Aon’s potential exposure is equal to the amount of the guarantee or indemnification.

of European Union residents, wherever the company’s location.

We have incurred substantial operational costs to bring our practices into compliance with GDPR and where other jurisdictions enact privacy and data protection regulations, we will incur further expenses to bring our practices in compliance with those regulations, which may differ from GDPR.

require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition, and operating results.

If at any time we do not have sufficient distributable reserves to declare and pay dividends, we may undertake a reduction in capital of the Company to reduce the amount of our share capital and non-distributable reserves and to create a corresponding increase in our distributable reserves out of which future distributions to shareholders could be made.

We may be required to incur additional expense as we adapt to the political and regulatory environment post-Brexit.

This may include legal entity structure changes, adjusting the way we engage with some of our European and U.K. clients, or choosing to re-locate some of our staff.

We are currently examining the various impacts to our business and operating models in an effort to develop solutions to address any of the potential outcomes of the negotiations, so our organization can continue to provide our clients with the services and expertise they require.

We also cannot be certain that regulators in other European Union countries will grant us the permissions or licenses we seek to operate our business.

We have and will continue to invest significant time and resources as we navigate the effects of Brexit, and the uncertainty related thereto, on our business and operations.

The Restructuring Plan is expected to result in cumulative costs of approximately $1,225 million through the end of the Restructuring Plan, consisting of approximately $450 million in

We also are committed to diversity and inclusion and strive to maintain an equitable work environment that unlocks the full potential of all of our personnel.

If we are unsuccessful in maintaining such a work environment, we could experience difficulty attracting and retaining personnel, which could have a negative impact on our business.

In particular, the European Union’s GDPR, which went into effect in May 2018, caused us to incur significant expenses in an effort to implement the applicable GDPR provisions within our business before the effective date causing distraction from other aspects of our business.

We expect other jurisdictions in which we operate to adopt regulations governing personal data and information, and we will have to continue to incur expenses and devote resources to bring our practices into compliance with such future regulations.

In addition, we face risks as we transition from in-house functions to third-party support functions and providers that there may be disruptions in service or other unintended results that may adversely affect our business operations.

On May 1, 2017, we sold the Divested Business to an entity controlled by affiliates of The Blackstone Group L.P. (the “Buyer”).

be disrupted.

Solutions, and Data and Analytic Services revenue lines.

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| • | fluctuation in the need for insurance as the economic downturn continues, as clients either go out of business or scale back their operations, and thus reduce the amount of insurance, they procure; |

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and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions.

The benefits of our Redomestication may not be realized or may be offset in whole or in part by factors that we do not control.

In 2012, we reincorporated in the U.K. and moved our corporate headquarters to London (the “Redomestication”).

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

There can be no assurance that all of the goals of our Redomestication will be achievable.

Our effective tax rates and the benefits from our Redomestication are subject to a variety of factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in the 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 may be 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 (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.

This agreement substantially reduced the risk that actions taken to date might cause Aon plc to be treated as a U.S. domestic corporation for federal tax purposes under the current tax statute and regulations.

However, the U.S. Congress, the IRS, the U.K. Parliament or U.K. tax authorities may enact new statutory or regulatory provisions that could adversely affect our status as a non-U.S. corporation, or otherwise adversely affect our anticipated global tax position.

Retroactive statutory or regulatory actions have occurred in the past, and there can be no assurance that any

such provisions, if enacted or promulgated, would not have retroactive application to us, the Redomestication or any subsequent actions.

Our net income and cash flow would be reduced if we were to be subject to U.S. corporate income tax as a domestic corporation.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act.

The Company has recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017.

The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis of the law, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act.

We believe that our Redomestication and related transactions should support our ability to maintain a competitive global tax rate because the U.K. has implemented a dividend exemption system that generally does not subject non-U.K. earnings to U.K. tax when such earnings are repatriated to the U.K. in the form of dividends from non-U.K. subsidiaries.

This should allow us to optimize our capital allocation through global funding structures.

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 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 periodically evaluate our estimates and assumptions including,

The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications

if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods.

Any anticipated payment amounts under guarantees and indemnifications that are deemed to be probable and reasonably estimable are included in our consolidated financial statements.

These amounts may not represent actual future payments, if any, for these guarantees and indemnifications.

In addition, new regulatory or industry developments could result in changes that adversely affect us.

These developments include:

| • | changes in our business compensation model as a result of regulatory actions or changes; |

EXECUTIVE SUMMARY OF [removed: 2017] [added: 2018] FINANCIAL RESULTS

[added: |] Discontinued [removed: Operations][added: operations | | 0.30 | | | | (0.33 | | ) | | (0.03 | | ) |]

The following is a summary of our [removed: 2017] [added: 2018] financial results from continuing [removed: operations:][added: operations on a reported basis:]

| • | Revenue increased [removed: 6%, or $589] [added: $772] million, [added: or 8%,] to [removed: $10.0 billion] [added: $10,770 million] in [removed: 2017] [added: 2018] compared to [removed: 2016,] [added: 2017,] reflecting [removed: 4%] [added: 5%] organic revenue [removed: growth and] [added: growth,] a 2% increase related to acquisitions, net of [removed: divestitures.] [added: divestitures, and a 1% favorable impact from translating prior year period results at current period foreign exchange rates (“foreign currency translation”).] Organic revenue growth for the year was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions, [removed: Health] [added: Commercial Risk] Solutions, and [removed: Data & Analytic Services] [added: Health Solutions.] |

| • | Operating margin [removed: decreased] [added: increased] to [removed: 9.8%] [added: 14.3%] in [removed: 2017] [added: 2018] from [removed: 17.4%] [added: 10.7%] in [removed: 2016.] [added: 2017, including an increase of 90 basis points resulting from adoption of the new revenue recognition standard in 2018.] The [removed: decrease] [added: underlying increase] in operating margin from the prior year is primarily driven by [removed: an increase in operating expenses, described above, partially offset by] organic revenue growth of [removed: 4%] [added: 5%] and [added: strong] core operational [removed: improvement.] [added: improvement, partially offset by an increase in operating expenses, described above.] |

[removed: | • |] Due to [removed: the] factors [removed: set forth] [added: discussed] above, income from continuing operations [added: before income taxes] was [removed: $435] [added: $685] million in 2017, a [added: 51%] decrease [removed: of $818 million, or 65%,] from [added: $1,401 million in] 2016. [removed: |]

These non-GAAP metrics should be viewed in addition to, not instead of, our Consolidated Financial Statements and Notes [removed: thereto.][added: thereto (the “Financial Statements”).]

The following is our measure of performance against these four metrics from continuing operations for [removed: 2017:][added: 2018:]

| • | Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was [removed: 4%] [added: 5%] in [removed: 2017, comparable] [added: 2018, compared] to 4% organic growth in the prior year. Organic revenue growth was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions, [removed: Health] [added: Commercial Risk] Solutions, and [removed: Data & Analytic Services.] [added: Health Solutions.] |

| • | Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was [removed: 23.4%] [added: 25.0%] in [removed: 2017,] [added: 2018,] compared to [removed: 21.6%] [added: 22.8%] in the prior year. The increase in adjusted [removed: operating margin primarily reflects organic revenue growth of 4%, core operational improvement, and $165 million of savings related to restructuring and other operational improvement initiatives.] |

| • | Adjusted diluted earnings per share from continuing operations, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was [removed: $6.52] [added: $8.16] per share in [removed: 2017,] [added: 2018,] an increase of [removed: $0.94] [added: $1.69] per share, or [removed: 17%,] [added: 26%,] from [removed: $5.58] [added: $6.47] per share in [removed: 2016.] [added: 2017.] The increase demonstrates [removed: solid] [added: strong] operational performance and effective capital management, highlighted by [removed: a record $2.4] [added: $1.4] billion of share repurchase during [removed: 2017,] [added: 2018,] partially offset by a higher [added: adjusted] effective tax [removed: rate and losses recognized in other expense.] [added: rate.] |

| • | Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was [removed: $486] [added: $1,446] million in [removed: 2017, a decrease] [added: 2018, an increase] of [removed: $1.2 billion,] [added: $960 million,] or [removed: 71%,] [added: 198%,] from [removed: $1.7 billion in 2016. The decrease] [added: $486 million] in [removed: free cash flow from the prior year was] [added: 2017,] driven by [removed: a decrease] [added: an increase of $1,017 million] in cash flow [removed: from operations of $1.2 billion and] [added: in operations, partially offset by] a [removed: 17%, or $27 million,] [added: $57 million] increase in capital [removed: expenditures.] [added: expenditures, including investments in our operating model.] |

| (millions) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Total revenue | | $ | [removed: 9,998] [added: 10,770] | | | $ | [removed: 9,409] [added: 9,998] | | | $ | [removed: 9,480] [added: 9,409] | |

| Information technology | | [removed: 419] [added: 484] | | | | [removed: 386] [added: 419] | | | | [removed: 389] [added: 386] | | |

| Premises | | [removed: 348] [added: 370] | | | | [removed: 343] [added: 348] | | | | [removed: 362] [added: 343] | | |

| Depreciation of fixed assets | | [removed: 187] [added: 176] | | | | [removed: 162] [added: 187] | | | | [removed: 164] [added: 162] | | |

| Amortization and impairment of intangible assets | | [removed: 704] [added: 593] | | | | [removed: 157] [added: 704] | | | | [removed: 173] [added: 157] | | |

| Other general expenses | | [removed: 1,272] [added: 1,500] | | | | [removed: 1,036] [added: 1,272] | | | | [removed: 1,200] [added: 1,036] | | |

| Interest income | | [removed: 27] [added: 5] | | | | [removed: 9] [added: 27] | | | | [removed: 14] [added: 9] | | |

| Interest expense | | [removed: (282] [added: (278] | | ) | | (282 | | ) | | [removed: (273] [added: (282] | | ) |

| Other income (expense) [added: (1)] | | [removed: (39] [added: (25] | | ) | | [removed: 36] [added: 37] | | | | [removed: 100] [added: 12] | | |

| Income from continuing operations before income taxes | | [removed: 685] [added: 1,246] | | | | [removed: 1,401] [added: 685] | | | | [removed: 1,428] [added: 1,401] | | |

| Income taxes | | [removed: 250] [added: 146] | | | | [removed: 148] [added: 250] | | | | [removed: 175] [added: 148] | | |

| Net income from continuing operations | | [removed: 435] [added: 1,100] | | | | [removed: 1,253] [added: 435] | | | | 1,253 | | |

| [removed: Income] [added: Net income] from discontinued [removed: operations, net of tax] [added: operations] | | [removed: 828] [added: 74] | | | | [removed: 177] [added: 828] | | | | [removed: 169] [added: 177] | | |

| Net income | | [removed: 1,263] [added: 1,174] | | | | [removed: 1,430] [added: 1,263] | | | | [removed: 1,422] [added: 1,430] | | |

| Less: Net income attributable to noncontrolling interests | | [removed: 37] [added: 40] | | | | [removed: 34] [added: 37] | | | | [removed: 37] [added: 34] | | |

| Net income attributable to Aon shareholders | | $ | [removed: 1,226] [added: 1,134] | | | $ | [removed: 1,396] [added: 1,226] | | | $ | [removed: 1,385] [added: 1,396] | |

Total revenue increased by 6%, or $589 million, to [removed: $10.0 billion] [added: $9,998 million] in 2017, compared to [removed: $9.4 billion] [added: $9,409 million] in 2016.

[removed: Commercial Risk Solutions organic] [added: Organic] revenue growth was 2% in 2017 driven by growth across nearly every geography, with particular strength in U.S. Retail driven by record new business generation and strong management of the renewal book portfolio.

[removed: Reinsurance Solutions organic] [added: Organic] revenue growth was 6% in 2017 driven by growth across all major product lines, highlighted by continued net new business generation in the treaty portfolio, growth in facultative placements, and strong growth in capital markets.

[removed: Retirement Solutions organic] [added: Organic] revenue growth was 3% in 2017 driven by double-digit growth in investment consulting, primarily for delegated investment management, as well as solid growth in the Talent, Rewards, and Performance practice.

[removed: Health Solutions organic] [added: Organic] revenue growth was 7% in 2017 driven primarily by strong growth in health & benefits brokerage, in both the Americas and internationally.

[removed: Data & Analytic Services organic] [added: Organic] revenue growth was 6% in 2017 driven by strong growth across Affinity, with particular strength in the U.S.

Compensation and benefits increased [removed: $402] [added: $489] million in 2017, or [removed: 7%,] [added: 9%,] compared to 2016.

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $33 million [added: in] 2017, or 9%, compared to 2016.

Other [removed: income (expense)] [added: expense] decreased [removed: $75] [added: $12] million from [removed: $36] [added: $137] million in 2016 to [removed: $(39)] [added: $125] million in 2017.

Other expense in 2017 includes, among other things, [added: $86 million of pension and other post-retirement expense,] a $37 million unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional [removed: currencies] [added: currencies,] and $16 million in net losses on the disposition of businesses, partially offset by $12 million [removed: of] [added: in] equity [removed: earnings and $2 million of gains on certain financial instruments.][added: earnings.]

Other [removed: income] [added: expense] in [removed: 2016 includes $39] [added: 2018 includes, among other things, $49] million [added: of losses on certain financial instruments and $6 million] in net [removed: gains] [added: losses] on the disposition of [removed: businesses and $13 million in equity earnings,] [added: businesses,] partially offset by a [removed: $2] [added: $25] million [removed: unfavorable] [added: favorable] impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies and [removed: $14] [added: $4] million of [removed: losses on certain financial instruments.][added: equity earnings.]

Aon is a leading global professional services firm providing a broad range of risk, retirement, and health solutions underpinned by proprietary data and analytics.

In the first quarter of 2018, Aon adopted new accounting guidance related to the treatment of revenue from contracts with customers that was applied prospectively on the U.S. GAAP financial statements and therefore comparable periods have not been restated.

Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information surrounding the quantitative and qualitative impacts of adopting the new accounting guidance.

| • | Operating expenses increased $293 million, or 3%, to $9,226 million in 2018 compared to 2017 due primarily to a $172 million increase in expenses related to acquisitions, net of divestitures, a $75 million increase in expense related to legacy litigation, $71 million of accelerated amortization related to tradenames, a $59 million unfavorable impact from foreign currency translation, a $14 million increase in expense to support GDPR compliance, and an increase in expense associated with 5% organic revenue growth, partially offset by a $204 million net decrease in impairment charges, $195 million of incremental savings related to restructuring and other operational improvement initiatives, and a $28 million decrease in regulatory and compliance costs. |

| • | Due to the factors set forth above, net income from continuing operations was $1,100 million in 2018, an increase of $665 million, or 153%, from 2017. |

| • | Diluted earnings per share from continuing operations was $4.29 per share during the twelve months of 2018 compared to $1.53 per share for the prior year period, including an increase of $0.32 per share resulting from the adoption of the new revenue recognition standard. |

| • | Cash flow provided by operating activities was $1,686 million in 2018, an increase of $1,017 million, or 152%, from $669 million in 2017. The prior year included $940 million of cash tax payments related to the sale of the Divested Business. Strong operational improvement and working capital improvements in both receivables and payables contributed to year-over-year growth, partially offset by $145 million of incremental cash restructuring charges and $80 million of accelerated pension contributions. |

operating margin primarily reflects organic revenue growth of 5%, core operational improvement, and $195 million of savings related to restructuring and other operational improvement initiatives.

In the first quarter of 2018, Aon adopted new accounting guidance related to the treatment of revenue from contracts with customers that was applied prospectively on the U.S. GAAP financial statements and therefore comparable periods have not been restated.

Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information surrounding the quantitative and qualitative impacts of adopting the new accounting guidance.

| Compensation and benefits | | 6,103 | | | | 6,003 | | | | 5,514 | | |

| Total operating expenses | | 9,226 | | | | 8,933 | | | | 7,598 | | |

| Operating income | | 1,544 | | | | 1,065 | | | | 1,811 | | |

Total revenue increased $772 million, or 8%, to $10,770 million in 2018, compared to $9,998 million in 2017.

from foreign currency translation.

Organic revenue growth for the year was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions, Commercial Risk Solutions, and Health Solutions.

Commercial Risk Solutions revenue increased $483 million, or 12%, to $4,652 million in 2018, compared to $4,169 million in 2017.

Organic revenue growth was 6% in 2018 driven by growth across every major geography, with particular strength in U.S. Retail driven by record new business generation and strong management of the renewal book portfolio.

Results also include double-digit growth in both cyber solutions and transaction liability, two specific areas of investment to support increasing client demand.

Reinsurance Solutions revenue increased $134 million, or 9%, to $1,563 million in 2018, compared to $1,429 million in 2017.

Retirement Solutions revenue increased $110 million, or 6%, to $1,865 million in 2018, compared to $1,755 million in 2017.

Organic revenue growth was 2% in 2018 driven by solid growth in core actuarial retirement and in the talent practice, as well as modest growth in investment consulting.

Health Solutions revenue increased $81 million, or 5%, to $1,596 million in 2018, compared to $1,515 million in 2017.

Organic revenue growth was 5% in 2018 driven primarily by strong growth in health & benefits brokerage, in both the Americas and internationally, and in the health care exchange business driven by new client wins in both the active and retiree exchanges.

Data & Analytic Services revenue decreased $35 million, or 3%, to $1,105 million in 2018, compared to $1,140 million in 2017.

Organic revenue growth was 3% in 2018 driven by strong growth globally across Affinity.

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $65 million, or 16%, in 2018 compared to 2017.

Premises, which represents the cost of occupying offices in various locations throughout the world, increased $22 million, or 6%, in 2018 compared to 2017.

The increase was primarily driven by a $20 million increase in restructuring costs, and a $10 million increase in expenses related to acquisitions, net of divestitures, partially offset by $16 million of incremental savings related to restructuring and other operational improvement initiatives.

The decrease was primarily driven by a $13 million decrease in restructuring costs, partially offset by a $4 million increase related to acquisitions, net of divestitures.

The decrease was primarily driven by a net $204 million decrease in impairment charges, partially offset by a $71 million increase in accelerated amortization related to tradenames.

Other general expenses increased $228 million, or 18%, in 2018 compared to 2017.

The increase was primarily driven by a $151 million increase in restructuring costs, a $75 million increase in legacy litigation, an $11 million increase in expense to support GDPR regulatory compliance, and an increase in expense associated with 5% organic revenue growth, partially offset by a $28 million decrease in costs related to regulatory and compliance matters.

Interest income was $5 million in 2018, a decrease of $22 million, or 81%, from 2017, due primarily to additional income earned on the balance of cash proceeds from the Divested Business in the prior year period.

Interest expense, which represents the cost of our debt obligations, was $278 million in 2018, a decrease of $4 million, or 1%, from 2017.

This decrease was driven primarily by the maturity of higher interest rate term debt in Q1 2018 partially offset by interest on a higher average commercial paper outstanding compared to the prior year.

Other expense decreased $100 million, or 80%, to $25 million in 2018 compared to 2017.

Other expense in 2017 includes $86 million of pension and other post-retirement expense, a $37 million unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies, and $16 million in net losses on the disposition of businesses, partially offset by $12 million in equity earnings.

The primary drivers of the 2018 tax rate include the following:

| • | The geographical distribution of income including restructuring charges, legacy litigation, and the impairment of certain assets and liabilities previously classified as held for sale as well as the post-enactment date impacts of the Tax Reform Act. |

Aon plc is a leading global professional services firm that provides advice and solutions to clients focused on risk, retirement, and health, delivering distinctive client value via innovative and effective risk management and workforce productivity solutions.

The divestiture of the benefits administration and business process outsourcing in the second quarter of 2017 represents the next step of our strategy, reinforces our focus to provide advice and solutions, and further aligns our portfolio around our clients’ highest priorities.

Further, it reinforces our ROIC decision-making process and emphasis on operating cash flow.

On February 9, 2017, the Company entered into a Purchase Agreement with Tempo Acquisition, LLC to sell the Divested Business to the Buyer, an entity formed and controlled by affiliates of The Blackstone Group L.P., and certain designated purchasers that are direct or indirect subsidiaries of the Buyer.

On May 1, 2017, the Buyer purchased all of the outstanding equity interests in each of the Divested Business’ subsidiaries, plus certain related assets and liabilities, for a purchase price of $4.3 billion in cash paid at closing, subject to customary adjustments set forth in the Purchase Agreement, and deferred consideration of up to $500 million.

Cash proceeds after customary adjustments and before taxes due were $4.2 billion.

Aon and the Buyer entered into certain transaction related agreements at the closing, including two commercial agreements, a transition services agreement, certain intellectual property license agreements, sub-leases and other customary agreements.

Aon expects to continue to be a significant client of the Divested Business and the Divested Business has agreed to use Aon for its broking and other services for a specified period of time.

In the twelve months ended December 31, 2017, the Company recorded a gain on sale, net of taxes, of $779 million and a non-cash impairment charge to its tradenames associated with the Divested Business of $380 million as these assets were not sold to the Buyer.

Additionally, effective May 1, 2017, consistent with operating as one segment, the Company has implemented a three\-year strategy to transition to a unified Aon brand.

As a result, Aon commenced amortization of all indefinite lived tradenames and prospectively accelerated amortization of its finite lived tradenames over the three\-year period.

The accelerated amortization and impairment charge are included in Amortization and impairment of intangible assets on the Consolidated Statement of Income.

| • | Operating expenses increased $1.2 billion, or 16%, to $9.0 billion in 2017 compared to 2016 due primarily to $497 million of restructuring costs, a $380 million non-cash impairment charge to the indefinite lived tradenames associated with the sale of the Divested Business, a $258 million increase in expenses related to acquisitions, net of divestitures, $143 million of accelerated amortization related to tradenames, and an increase in expense associated with 4% organic revenue growth, partially offset by $165 million of savings related to restructuring and other operational improvement initiatives and a $92 million decrease in expenses related to certain pension settlements. |

| • | Cash flow provided by operating activities was $669 million in 2017, a decrease of $1.2 billion, or 63%, from $1.8 billion in 2016, due primarily to cash tax payments of approximately $940 million associated with the Divested Business, $280 million of cash payments for restructuring charges, and $45 million of transaction costs related to the Divested Business, partially offset by operational improvement. |

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

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

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

| Compensation and benefits | | 6,089 | | | | 5,687 | | | | 5,605 | | |

| Total operating expenses | | 9,019 | | | | 7,771 | | | | 7,893 | | |

| Operating income | | 979 | | | | 1,638 | | | | 1,587 | | |

On February 9, 2017, the Company entered into a Purchase Agreement with the Buyer to sell the Divested Business.

The Company has retrospectively classified the results of the Divested Business as discontinued operations in the Company’s Consolidated Statements of Income for all periods presented.

Total revenue decreased by 1%, or $71 million, to $9.4 billion in 2016, compared to $9.5 billion in 2015.

Commercial Risk Solutions organic revenue growth was 2% in 2016 driven by record business generation in U.S. retail and strong growth in Latin America, Asia, and Pacific regions, despite economic weakness in certain countries.

Retirement Solutions organic revenue growth was 2% in 2016 driven by growth in investment consulting, primarily for delegated investment management.

Health Solutions organic revenue growth was 13% in 2016 driven by solid growth in health & benefits brokerage, highlighted by double-digit growth across Asia and EMEA, and double-digit growth in healthcare exchanges.

Data & Analytic Services organic revenue growth was 6% in 2016 driven by strong growth in Affinity, particularly in the U.S.

Information technology decreased $3 million, or 1%, in 2016 compared to 2015.

This decrease was primarily driven by a $12 million favorable impact from foreign currency translation and a $7 million decrease in the core expense base resulting from acquisitions, net of divestitures, partially offset by an increase in expense associated with 4% organic revenue growth.

Premises decreased $19 million, or 5%, in 2016 compared to 2015.

This decrease was primarily driven by a $13 million favorable impact from foreign currency translation.

This decrease was primarily driven by an $8 million favorable impact from foreign currency translation.

Other general expenses decreased $164 million, or 14%, in 2016 compared to 2015.

This decrease was primarily driven by a $176 million decrease in expense related to legacy litigation incurred in 2015, a $43 million favorable impact from currency translation, and a $39 million decrease in the core expense base resulting from acquisitions, net of divestitures, partially offset by an increase in expense to support 4% organic revenue growth, and $15 million of transaction costs related to the Divested Business.

Interest income was $9 million in 2016, a decrease of $5 million, or 36%, from 2015, due to marginally lower average interest rates globally.

Interest expense was $282 million in 2016, an increase of $9 million, or 3%, from 2015.

The increase in interest expense primarily reflects an increase in total debt outstanding.

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

Other income in 2015 includes, among other things, $82 million in net gains on disposition of businesses, foreign exchange gains of $30 million, and equity earnings of $13 million, partially offset by a $24 million net loss on certain financial instruments.

Due to the factors discussed above, income from continuing operations before income taxes was $1,401 million in 2016, a 2% decrease from $1,428 million in 2015.

Refer to Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to Consolidated Financial Statements [added: in Part II, Item 8 of this report] for a discussion of our accounting policies for financial instruments and derivatives.

At December 31, [removed: 2017,] [added: 2018,] we have hedged approximately 45% of our U.K. subsidiaries’ expected exposures to the U.S. [removed: Dollar, Euro,] [added: dollar, euro,] and Japanese [removed: Yen] [added: yen] transactions for the years ending December 31, [removed: 2018,] 2019, [added: 2020,] and [removed: 2020] [added: 2021] 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 [removed: $31] [added: $21] million and [removed: $14] [added: $5] million at December 31, [removed: 2018 and] 2019 [added: and 2020,] 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: $41.6] [added: $42] million to each of [removed: 2018 and] 2019 [added: and 2020] pretax income.

A corresponding increase in the year-end yield curve of 100 basis points would cause an increase, net of derivative positions, of [removed: $41.6] [added: $42] million to each of [removed: 2018 and] 2019 [removed: pretax] [added: and 2020 pre-tax] income.

We have long-term debt outstanding with a fair market value of [removed: $6.3] [added: $6.2] billion at [added: both] December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

This fair value was greater than the carrying value by [removed: $600] [added: $166] million at December 31, [removed: 2017,] [added: 2018,] and [removed: $395] [added: $600] million greater than the carrying value at December 31, [removed: 2016.][added: 2017.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of [removed: 8%] [added: 7%] or an increase of [removed: 9%,] [added: 8%,] respectively, at December 31, [removed: 2017.][added: 2018.]

Effective July 1, 2018, Argentina was designated as a highly inflationary economy and therefore the functional currency for our Argentina subsidiaries became the U.S. dollar.

As a result, the impact of Argentine peso currency fluctuations in these subsidiaries is reported within the Consolidated Statements of Income prospectively.

We are undergoing steps to limit this exposure and the impact to 2018 was insignificant.

Revenue from our Argentine operations was less than 1% of our consolidated revenue for the twelve months ended December 31, 2018 and 2017.

Aon plc (which may be referred to as “Aon,” [removed: “the Company,”] [added: the “Company,”] “we,” “us,” or “our”) is a leading global professional services firm that provides advice and solutions to clients focused on risk, retirement, and health, delivering distinctive client value via innovative and effective risk management and workforce productivity solutions that are under-pinned by industry-leading data and analytics.

Our strategy is to be the preeminent professional [removed: service] [added: services] firm in the world, focused on risk and people.

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

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

[removed: Aon endeavors] [added: We endeavor] to make capital allocation decisions based upon return on invested capital (“ROIC”).

Beginning in the first quarter of 2017 and following the sale of our [removed: Divested Business,] [added: benefits administration and business process outsourcing business (the “Divested Business”) on May 1, 2017,] the Company led a set of initiatives designed to strengthen Aon and unite the firm with one portfolio of capability enabled by proprietary data and analytics and one operating model to deliver additional insight, connectivity, and efficiency.

The Company is now operating as one segment that includes all of Aon’s continuing operations, which, as a global professional services firm, provides advice and solutions to clients focused on risk, retirement, and health through five principal products and [removed: service revenue lines:] [added: services:] Commercial Risk Solutions, Reinsurance Solutions, Retirement Solutions, Health Solutions, and Data & Analytic Services.

In [removed: 2017,] [added: 2018] our consolidated total revenue was [removed: $9,998] [added: $10,770] million.

This includes [removed: $4,169] [added: $4,652] million in Commercial Risk Solutions, [removed: $1,429] [added: $1,563] million in Reinsurance Solutions, [removed: $1,755] [added: $1,865] million in Retirement Solutions, [removed: $1,515] [added: $1,596] million in Health Solutions, and [removed: $1,140] [added: $1,105] million in Data & Analytic Services, before intercompany eliminations.

Global risk consulting is a [removed: world leading] [added: world-leading] provider of risk consulting services supporting clients to better understand and manage their risk profile through identifying and quantifying the risks they face.

Captives is a leading global captive insurance solutions provider that manages over 1,100 insurance entities worldwide including captives, protected segregated and incorporated cell facilities, as well as entities that support [removed: Insurance Link Securities] [added: insurance-linked securities] and specialist insurance and reinsurance companies.

Reinsurance Solutions includes treaty and facultative reinsurance [removed: brokerage] and capital markets.

Treaty reinsurance [removed: brokerage] addresses underwriting and capital objectives on a portfolio level, allowing our clients to more effectively manage the combination of premium growth, return on capital, and rating agency interests.

Facultative reinsurance [removed: brokerage] empowers clients to better understand, manage, and transfer risk through innovative facultative solutions and provides the most efficient access to the global facultative [added: reinsurance] markets.

[added: We partner with insurers, reinsurers, investment firms, banks, and] corporations [removed: to manage] [added: in the management of] complex commercial issues through the provision of corporate finance advisory services, capital markets solutions, and innovative risk management products.

Retirement Solutions includes core retirement, investment consulting, and talent, [removed: rewards] [added: rewards,] and performance.

[removed: Investment consulting provides public and private companies and other institutions 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.

Health Solutions includes heath and benefits brokerage and [removed: healthcare] [added: health care] exchanges.

Our private health exchange solutions help employers transform how they sponsor, structure, and deliver health benefits by building and operating a cost effective alternative to traditional employee and retiree [removed: healthcare.][added: health care.]

Aon InPoint draws on the Global Risk Insight [removed: Platform (or “GRIP”),] [added: Platform,] one of Aon’s proprietary databases, and is dedicated to making insurers more competitive by providing data, analytics, engagement, and consulting services.

ReView draws on [removed: a] another Aon proprietary database and broker market knowledge to provide advisory services, analysis, and benchmarking to help reinsurers more effectively meet the needs of cedents through the development of more competitive, innovative, and efficient risk transfer options.

Our business generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services we provide to them, and fees from [removed: clients.][added: customers.]

Compensation from insurance and reinsurance companies [removed: includes] [added: includes: (1)] fees for consulting and analytics [removed: services] [added: services,] and [added: (2)] fees and commissions for administrative and other services provided to or on behalf of insurers.

[removed: These] [added: Certain] funds held on behalf of clients are [removed: generally] invested in interest-bearing premium trust [removed: accounts,] [added: accounts] and can fluctuate significantly depending on when we collect [removed: cash from our clients] and [removed: when premiums are remitted to the insurance carriers.][added: remit cash.]

We also compete with insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or agents, and with other businesses that do not fall into the categories above, including large financial [removed: institutions,] [added: institutions] and independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, and financial services firms.

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

Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including [removed: U.S.] [added: United States (“U.S.”)] federal and state laws.

Regulatory authorities in the countries and states in the [removed: United States (“U.S.”)] [added: U.S.] in which our operating subsidiaries conduct business may require individual or company licenses to act as producers, brokers, agents, third-party administrators, managing general agents, reinsurance intermediaries, or adjusters.

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

In addition, other services provided by Aon 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, securities, and insurance laws and [removed: regulations] [added: regulations,] and supervision.

No one client accounted for more than 1% of our consolidated total revenues in [removed: 2017.][added: 2018.]

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: 2017.][added: 2018.]

At December 31, [removed: 2017,] [added: 2018,] we employed approximately 50,000 employees and conducted our operations through various subsidiaries in more than 120 countries and sovereignties.

This Annual Report on Form 10-K contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the [removed: future] [added: future,] which are forward-looking statements as that term is defined in the Private Securities [added: Litigation Reform Act of 1995.]

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

| • | general economic and political conditions in the countries in which we do business around the [removed: world;] [added: world, including the U.K.’s expected withdrawal from the European Union;] |

| • | changes in the competitive [removed: environment;] [added: environment or damage to our reputation;] |

| • | the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions [added: (“E&O”)] and other claims against us; |

| • | the impact of any investigations brought by regulatory authorities in the U.S., [removed: U.K.] [added: U.K.,] and other countries; |

| • | our risks and uncertainties in connection with the [removed: sale, including arrangements under the transition service agreement and legacy IT systems associated with] [added: sale of] the Divested Business; and |

Investment consulting provides public and private companies and other institutions with advice on

On February 9, 2017, the Company entered into a Purchase Agreement with Tempo Acquisition, LLC (the “Purchase Agreement”) to sell its benefits administration and business process outsourcing business (the “Divested Business”) to an entity formed and controlled by affiliates of The Blackstone Group L.P. (the “Buyer”) and certain designated purchasers that are direct or indirect subsidiaries of the Buyer.

On May 1, 2017, the Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets and liabilities, for a purchase price of $4.3 billion in cash paid at closing, subject to customary adjustments set forth in the Purchase Agreement, and deferred consideration of up to $500 million.

We work with insurers, reinsurers, investment firms, banks, and

Segmentation of Activity by Type of Service and Geographic Area of Operation

Financial information relating to the types of services provided by us and the geographic areas of our operations is incorporated herein by reference to Note 17 “Segment Information” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

Litigation Reform Act of 1995.

| | |

| --- | --- |

| • | the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits; |

Additionally, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information.

We hereby incorporate by reference Note [removed: 16 “Commitments] [added: 17 “Claims, Lawsuits,] and [added: Other] Contingencies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

| For the fiscal year ended December 31, [removed: 2017] [added: 2018] | | |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

As of June [removed: 30, 2017,] [added: 29, 2018,] the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $34,061,029,792] [added: $33,332,666,779] 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: 16, 2018: 246,180,510.][added: 15, 2019: 239,999,442.]

Portions of Aon plc’s Proxy Statement for the [removed: 2018] [added: 2019] Annual General Meeting of Shareholders to be held on June [removed: 22, 2018] [added: 21, 2019] are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

| | [Item 1. [removed: Business](#sB07EE91086E05DAA910A033C30E8AF2E)] [added: Business](#sC639F1BEA913561D9BDC2952A9C67B8C)] |

| | [Item 1A. Risk [removed: Factors](#s82C1BBBA2C3656939B379CF2F8CC0B96)] [added: Factors](#s685AC3AA76435B2A9660D7C8F9E9D856)] |

| | [Item 1B. Unresolved Staff [removed: Comments](#sF3595B04B05A558F95DD57296C368DC4)] [added: Comments](#s2DC6A8BAF29957BC9B0C46946EE8F69C)] |

| | [Item 2. [removed: Properties](#s412D648B1E6C54E58087D3570B7D3FFA)] [added: Properties](#sF3CFE8DBBC5E56D788E6AE0543055504)] |

| | [Item 3. Legal [removed: Proceedings](#s5C19D182CAED5ACDB7867D2A4C5721C6)] [added: Proceedings](#sDBDDF9A6881152A4AB22C00E7D17E745)] |

| | [Item 4. Mine Safety [removed: Disclosure](#s109C3797077E50A6B1EC969D0E9C2809)] [added: Disclosure](#sC72BA16C69935C07B2357AF461912549)] |

| | [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s7AC8EBCCC9545ABE98C5EAB91CD80FB8)] [added: Securities](#sAE46964E6BB25DC7BFF8BFEF1748B905)] |

| | [Item 6. Selected Financial [removed: Data](#sC9146D4E6EEE571A86FB1FE9E8B472EF)] [added: Data](#sF4E017ABEDE05232B05F784C6549AE80)] |

| | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD0FD2428C5AA535A8DA5CD6FF08FD885)] [added: Operations](#s473898821D865891A9C1AC5BB2487252)] |

| | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#sAFEBA5F9DEA759EC881255E6ED5B6AFE)] [added: Risk](#s61E5A3B9F4B4519B9796E92A34BEAE3C)] |

| | [Item 8. Financial Statements and Supplementary [removed: Data](#s47984A8BCB91597AAD2486023D0C0F3D)] [added: Data](#s5499301D92BA5FF2A0135576472DC02F)] |

| | [Aon plc Consolidated Statements of [removed: Income](#s5E313B48528F52C689233D348BB5E859)] [added: Income](#s8C6A6E9AD7015D1AA1B0B58FD238E116)] |

| | [Aon plc Consolidated Statements of Comprehensive [removed: Income](#s0085947D24A956438931932828D07478)] [added: Income](#s7E64BF5FA28456ECA86DB612646E6DE6)] |

| | [Aon plc Consolidated Statements of Financial [removed: Position](#s4D4DF100331E5EBAA6D0AE23239CC629)] [added: Position](#s6329CDBF7F90556DA4D382592251338E)] |

| | [Aon plc Consolidated Statements of Shareholders' [removed: Equity](#sF88E055F76515A25B75C9BA486580E38)] [added: Equity](#sA39091E80E045BB98D43F826390FD157)] |

| | [Aon plc Consolidated Statements of Cash [removed: Flows](#s67FE9783D9385DED9E21CE50FF5C9F4E)] [added: Flows](#sEA54511E717F598697CA901B672ABF4A)] |

| | [Notes to Consolidated Financial [removed: Statements](#s4237933FE5625C99AA9FA32400C7EA9A)] [added: Statements](#s44102AF22EEF591A9BB2E7C45231C1A6)] |

| | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sAF70B5B1818E5B9A8F11000456FBB5FB)] [added: Disclosure](#s10AEF2AF399F577B897CB876408104CA)] |

| | [Item 9A. Controls and [removed: Procedures](#s1652493097F35AECB7F9FAF40B02E3A1)] [added: Procedures](#s91D0C151A61D57DAB1E29B6F4756AF8C)] |

| | [Item 9B. Other [removed: Information](#s546F4B6238B555A2B8B1DAF4A662E282)] [added: Information](#s45402E3FEE105F7E841F4713ADFE45D0)] |

| [PART [removed: III](#s3684C383CB8E521E81A0E210C6FBB4B0)] [added: III](#s1A649CEAD7005FA3A372CB720613584A)] | |

| | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#sB3A8EFF1768C5629A6968EB3FBBC49CB)] [added: Governance](#sBD56EDA3BB0B5070B4526DD4CDE54A1B)] |

| | [Item 11. Executive [removed: Compensation](#s257E9B67E7A45BA2A7F233305B62BABC)] [added: Compensation](#s5EB1FAC8675B5CA392AD91585A7DC69C)] |

| | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s5F12A878B3D55B34B47211A84742108D)] [added: Matters](#s839F335CC797590BB02C9D9477BEC4E7)] |

| | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#s4A196F6EADB75BCD8C4A7C60C190E10C)] [added: Independence](#sA2C112E7DADD5947B4DF936BC6D30246)] |

| | [Item 14. Principal Accountant Fees and [removed: Services](#sDC64B058EA905EDF8A28AE368EF2B988)] [added: Services](#s7A7291584D995BA781948F1471C18AB5)] |

| | [Item 15. Exhibits and Financial Statement [removed: Schedules](#s3371593562C95F728C577F19BFEC66AC)] [added: Schedules](#s7557CBB71AC4536A9411BD4178225D63)] |

10-K 1 aonplc201810-k.htm 10-K

| [PART I](#sC60A91F9CE3A5BB886D017115987B1CA) | |

| [PART II](#s3D2C24A3F1B85F5FA0B52BCCA1D24496) | |

| [PART IV](#s69F802852114569FBA2683F7FA6025FC) | |

| [SIGNATURES](#s3D7B1A4E7C345B758A010D51C798E5B0) | |

10-K 1 aonplc201710-k.htm 10-K

(Do not check if a smaller reporting company.)

| [PART I](#s3574B0C61EE65E8EA158AA33B8740FA2) | |

| [PART II](#sACBD19211B0158418B228522C6A245CA) | |

| [PART IV](#s4DC2E655A4F152E394FB161E2135FD9C) | |

| [SIGNATURES](#sB8CC1EADC8475C3FAA7B69F92EBC4146) | |

| 200 E. Randolph Street, Chicago, Illinois | [removed: 406,000] [added: 407,000] | | | 2028 |

See Note [removed: 9] [added: 10] “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: 2017.][added: 2018.]

| 4 Overlook Point, Lincolnshire, Illinois | 286,000 | | | 2024 |

| 165 Broadway, New York, New York | 237,000 | | | 2028 |

We own one significant building at Pallbergweg 2-4, Amsterdam, the Netherlands (150,000 square feet).

| 199 Water Street, New York, New York (1) | 319,000 | | | 2018 |

| | |

| --- | --- |

| (1) | In August 2018, Aon will move to 1 Liberty Plaza, New York, New York. The Company has signed a 10 year lease for 240,000 square feet to replace the 199 Water Street location. |

The executive officers of Aon, as of February [removed: 20, 2018] [added: 19, 2019] unless otherwise noted, their business experience during the last five years, and their ages and positions held are set forth below.

| Eric Andersen | | [removed: 53] [added: 54] | | [removed: Chief Executive Officer, Aon Benfield.] [added: Co-President.] Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles [removed: at Aon] during his [removed: 19 years] [added: more than 20 year career] at [removed: the Company,] [added: Aon,] including as Chief Executive Officer of Aon Risk Solutions Americas from 2011 to [removed: 2013. Mr. Andersen was named] [added: 2013, and] Chief Executive Officer of Aon Benfield [removed: in] [added: from] September 2013 [removed: and] [added: to May 2018. He was named] an Executive Officer in February 2017. |

| John Bruno | | [removed: 52] [added: 53] | | Chief Operations Officer. Mr. Bruno joined Aon in September 2014 as Executive Vice President, Enterprise Innovation & Chief Information [removed: Officer and] [added: Officer. He] was named an Executive Officer in February 2017 and Chief Operations Officer in April 2017. Prior to joining Aon, Mr. Bruno held various positions at NCR Corporation, a technology company focused on assisted and [removed: self service] [added: 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. [removed: Inc.] [added: Inc,] and Symbol Technologies, Inc. |

| Gregory C. Case | | [removed: 55] [added: 56] | | [removed: President and] Chief Executive Officer. Mr. Case became [removed: President and] Chief Executive Officer of Aon in April 2005. [added: He also served as Aon’s President from April 2005 to May 2018.] Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, [removed: the international] [added: a global] management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice, and was a member of McKinsey’s governing Shareholders’ Committee. Prior to joining McKinsey, Mr. Case [removed: was with] [added: worked for] the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. |

| Christa Davies | | [removed: 46] [added: 47] | | 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. |

| Anthony Goland | | [removed: 58] [added: 59] | | Executive Vice President and Chief [removed: Human Resources] [added: Innovation] Officer. Mr. Goland joined Aon in September 2015 as Executive Vice President and Chief Human Resources [removed: Officer.] [added: Officer and served in that position through October 2018.] Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, [removed: 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. |

| Cary Grace | | [removed: 49] [added: 50] | | Chief Executive Officer, Global Retirement & Investment. Ms. Grace joined Aon in April 2012 as President of Aon Hewitt’s Strategy and Solutions group and served as the CEO of Aon’s Health Exchange Solutions prior to assuming her current role in January 2016. She was named an executive officer in May 2017. Before joining Aon, Ms. Grace spent more than 20 years with Bank of America and a predecessor to JPMorgan [added: Chase & Co.] in various business leadership [removed: positions] [added: positions,] including leading the institutional asset advisory and mass affluent businesses. |

| Peter Lieb | | [removed: 62] [added: 63] | | Executive Vice President, General Counsel and Company Secretary. Mr. Lieb was named 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 2003 to 2006. From 1997 to 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. |

| Michael O’Connor | | [removed: 49] [added: 50] | | [removed: Chief Executive Officer, Aon Risk Solutions.] [added: Co-President.] 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 [added: served in that role until May 2018 when he] was named [added: Co-President, Aon plc. He was named] an Executive Officer in February 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 [removed: American] [added: America] Insurance practices. |

| John Zern | | [removed: 51] [added: 52] | | Chief Executive Officer, Aon Global Health. Mr. Zern joined Aon in 2003 as the U.S. Health Leader for Aon Risk Solutions. He has held a variety of leadership positions across Aon Risk Solutions and Aon Hewitt over his 16 years at the Company. In 2015, Mr. Zern was named Chief Executive Officer of Aon Global Health and was named an Executive Officer in May 2017. Prior to joining Aon, he held several client and people leadership positions in the U.S. health business of Marsh & McLennan Companies and at Aetna Health Plans. |

| Michael Neller | | 40 | | Senior Vice President and Global Controller. Mr. Neller joined Aon in August 2011 as its Vice President, Technical Accounting and Policy. From December 2011 to February 2018, Mr. Neller served as Aon’s Vice President, Deputy Global Controller. In this role, he was responsible for Aon’s Latin America and North America regions, as well as global accounting policy, corporate accounting, and external reporting. Before joining Aon, Mr. Neller served from July 2009 to August 2011 as a Senior Manager of KPMG LLP, an international public accounting firm, in its Department of Professional Practice (National Office). He was named Senior Vice President and Global Controller in February 2018. |

| Laurel Meissner | | 60 | | 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 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. |

Our Class A Ordinary Shares, $0.01 nominal value per share, are traded on the [removed: New York Stock Exchange.][added: NYSE under the trading symbol AON.]

On February [removed: 16, 2018,] [added: 15, 2019,] the last reported sale price of our ordinary shares as reported by the NYSE was [removed: $140.86] [added: $171.97] per share.

We have approximately [removed: 213] [added: 204] holders of record of our Class A Ordinary Shares as of February [removed: 16, 2018.][added: 15, 2019.]

We did not make any unregistered sales of equity in [removed: 2017.][added: 2018.]

| 10/1/18 – 10/31/18 | | 510,313 | | | $ | 152.79 | | | 510,313 | | | $ | 4,092,170,499 | |

| 11/1/18 – 11/30/18 | | 439,837 | | | $ | 161.86 | | | 439,837 | | | $ | 4,020,978,648 | |

| 12/1/18 – 12/31/18 | | 306,371 | | | $ | 154.91 | | | 306,371 | | | $ | 3,973,517,694 | |

| | | 1,256,521 | | | $ | 156.48 | | | 1,256,521 | | | | | |

| (2) | The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014 and February 2017, for a total of $15.0 billion in repurchase authorizations. |

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

| | | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | |

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

| Fourth quarter | | $ | 152.78 | | | $ | 133.11 | | | $ | 0.36 | | | $ | 116.59 | | | $ | 107.19 | | | $ | 0.33 | |

| Third quarter | | $ | 147.66 | | | $ | 132.38 | | | $ | 0.36 | | | $ | 113.78 | | | $ | 105.35 | | | $ | 0.33 | |

| Second quarter | | $ | 137.28 | | | $ | 117.41 | | | $ | 0.36 | | | $ | 110.04 | | | $ | 100.55 | | | $ | 0.33 | |

| First quarter | | $ | 119.88 | | | $ | 109.82 | | | $ | 0.33 | | | $ | 104.76 | | | $ | 83.83 | | | $ | 0.30 | |

| 10/1/17 – 10/31/17 | | 1,176,659 | | | $ | 148.39 | | | 1,176,659 | | | $ | 5,745,379,322 | |

| 11/1/17 – 11/30/17 | | 1,180,611 | | | $ | 141.15 | | | 1,180,611 | | | $ | 5,578,732,712 | |

| 12/1/17 – 12/31/17 | | 1,156,382 | | | $ | 137.24 | | | 1,156,382 | | | $ | 5,420,032,577 | |

| | | 3,513,652 | | | $ | 142.29 | | | 3,513,652 | | | | | |

| (2) | Aon has a share repurchase program authorized by the Company’s Board of Directors (the “Repurchase Program”). The Repurchase Program was established in April 2012 with up to $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014 and February 2017 for a total of $15.0 billion in repurchase authorizations. During the fourth quarter of 2017, we repurchased 3.5 million shares at an average price per share of $142.29 for a total cost of $500 million. Included in the 3.5 million shares repurchased was 118,000 shares, which are included in the above table, that did not settle until January 2018. These shares were settled at an average price per share of $134.41 and total cost of $15.9 million. |

| (millions, except per share data) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenue from continuing operations | | $ | [removed: 9,998] [added: 10,770] | | | $ | [removed: 9,409] [added: 9,998] | | | $ | [removed: 9,480] [added: 9,409] | | | $ | [removed: 9,892] [added: 9,480] | | | $ | [removed: 9,670] [added: 9,892] | |

| Income from continuing operations | | [removed: 435] [added: 1,100] | | | | [removed: 1,253] [added: 435] | | | | 1,253 | | | | [removed: 1,312] [added: 1,253] | | | | [removed: 957] [added: 1,312] | | |

| [removed: Income] [added: Net income] from discontinued operations | | [removed: 828] [added: 74] | | | | [removed: 177] [added: 828] | | | | [removed: 169] [added: 177] | | | | [removed: 119] [added: 169] | | | | [removed: 191] [added: 119] | | |

| Net income | | [removed: 1,263] [added: 1,174] | | | | [removed: 1,430] [added: 1,263] | | | | [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: 40] | | | | [removed: 34] [added: 37] | | | | [removed: 37] [added: 34] | | | | [removed: 34] [added: 37] | | | | [removed: 35] [added: 34] | | |

| Net income attributable to Aon shareholders | | $ | [removed: 1,226] [added: 1,134] | | | $ | [removed: 1,396] [added: 1,226] | | | $ | [removed: 1,385] [added: 1,396] | | | $ | [removed: 1,397] [added: 1,385] | | | $ | [removed: 1,113] [added: 1,397] | |

| Continuing operations | | $ | [removed: 1.54] [added: 4.32] | | | $ | [removed: 4.55] [added: 1.54] | | | $ | [removed: 4.33] [added: 4.55] | | | $ | [removed: 4.32] [added: 4.33] | | | $ | [removed: 2.96] [added: 4.32] | |

| Discontinued operations | | [removed: 3.20] [added: 0.30] | | | | [removed: 0.66] [added: 3.20] | | | | [removed: 0.60] [added: 0.66] | | | | [removed: 0.40] [added: 0.60] | | | | [removed: 0.61] [added: 0.40] | | |

| Net income | | $ | [removed: 4.74] [added: 4.62] | | | $ | [removed: 5.21] [added: 4.74] | | | $ | [removed: 4.93] [added: 5.21] | | | $ | [removed: 4.73] [added: 4.93] | | | $ | [removed: 3.57] [added: 4.73] | |

| Continuing operations | | $ | [removed: 1.53] [added: 4.29] | | | $ | [removed: 4.51] [added: 1.53] | | | $ | [removed: 4.28] [added: 4.51] | | | $ | [removed: 4.27] [added: 4.28] | | | $ | [removed: 2.92] [added: 4.27] | |

| Discontinued operations | | [removed: 3.17] [added: 0.30] | | | | [removed: 0.65] [added: 3.17] | | | | [removed: 0.60] [added: 0.65] | | | | [removed: 0.40] [added: 0.60] | | | | [removed: 0.61] [added: 0.40] | | |

| Net income | | $ | [removed: 4.70] [added: 4.59] | | | $ | [removed: 5.16] [added: 4.70] | | | $ | [removed: 4.88] [added: 5.16] | | | $ | [removed: 4.66] [added: 4.88] | | | $ | [removed: 3.53] [added: 4.66] | |

| Fiduciary assets (1) | | $ | [removed: 9,625] [added: 10,166] | | | $ | [removed: 8,959] [added: 9,625] | | | $ | [removed: 9,465] [added: 8,959] | | | $ | [removed: 11,026] [added: 9,465] | | | $ | [removed: 11,509] [added: 11,026] | |

| Intangible assets including goodwill | | $ | [removed: 10,091] [added: 9,320] | | | $ | [removed: 9,300] [added: 10,091] | | | $ | [removed: 8,795] [added: 9,300] | | | $ | [removed: 9,338] [added: 8,795] | | | $ | [removed: 9,365] [added: 9,338] | |

| Total assets | | $ | [removed: 26,088] [added: 26,422] | | | $ | [removed: 26,615] [added: 26,088] | | | $ | [removed: 26,883] [added: 26,615] | | | $ | [removed: 29,572] [added: 26,883] | | | $ | [removed: 30,060] [added: 29,572] | |

| Long-term debt | | $ | [removed: 5,667] [added: 5,993] | | | $ | [removed: 5,869] [added: 5,667] | | | $ | [removed: 5,138] [added: 5,869] | | | $ | [removed: 4,768] [added: 5,138] | | | $ | [removed: 3,666] [added: 4,768] | |

| Total equity | | $ | [removed: 4,648] [added: 4,219] | | | $ | [removed: 5,532] [added: 4,648] | | | $ | [removed: 6,059] [added: 5,532] | | | $ | [removed: 6,527] [added: 6,059] | | | $ | [removed: 8,091] [added: 6,527] | |

| Dividends paid per share | | $ | [removed: 1.41] [added: 1.56] | | | $ | [removed: 1.29] [added: 1.41] | | | $ | [removed: 1.15] [added: 1.29] | | | $ | [removed: 0.92] [added: 1.15] | | | $ | [removed: 0.68] [added: 0.92] | |

| Market price, per share | | $ | [removed: 134.00] [added: 145.36] | | | $ | [removed: 111.53] [added: 134.00] | | | $ | [removed: 92.21] [added: 111.53] | | | $ | [removed: 94.83] [added: 92.21] | | | $ | [removed: 83.89] [added: 94.83] | |

| Shares outstanding | | [removed: 247.6] [added: 240.1] | | | | [removed: 262.0] [added: 247.6] | | | | [removed: 269.8] [added: 262.0] | | | | [removed: 280.0] [added: 269.8] | | | | [removed: 300.7] [added: 280.0] | | |

| (1) | Represents insurance premium receivables from clients [added: and claims receivables from insurance carriers] as well as cash and investments held in a fiduciary capacity. |

As described in Note 3 “Discontinued Operations” of the Notes to Consolidated Financial Statements, we have classified the results of the Divested Business as discontinued operations.

Amounts below have been amended to reflect this classification.

We have audited the accompanying consolidated statement of financial position of Aon plc (the Company) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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, [removed: 2017,] [added: 2018,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] 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: 20, 2018,] [added: 19, 2019,] expressed an unqualified opinion thereon.

[removed: ][added: ]

[removed: February 20,] [added: | | |] 2018 [added: | | |]

| | | Years ended December 31 | | | | | | | | | | | | [added: | | | | | | | | | | |]

| (millions, except per share data) | | [removed: 2017 |] [added: 2018] | | | [removed: 2016] | [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Revenue | | | | | | | | | | | | | [removed: |]

| Total revenue | | $ | [removed: 9,998] [added: 10,770] | | | $ | [removed: 9,409 |] [added: 9,998] | [removed: —] | | $ | [removed: 9,480] [added: 9,409] | |

| Expenses | | | | | | | | | | | | | [removed: |]

| Compensation and benefits | [removed: | 6,089 | | | | 5,687 |] [added: 56] | | | | [removed: 5,605] [added: 67] | | |

| Information technology | | [removed: 419 |] [added: 484] | | | [removed: 386] | [added: 419] | | | | [removed: 389] [added: 386] | | |

| Premises | | [removed: 348 |] [added: 370] | | | [removed: 343] | [added: 348] | | | | [removed: 362] [added: 343] | | |

| Depreciation of fixed assets | | [removed: 187 |] [added: 176] | | | [removed: 162] | [added: 187] | | | | [removed: 164] [added: 162] | | |

| Amortization and impairment of intangible assets | | [removed: 704 |] [added: 593] | | | [removed: 157] | [added: 704] | | | | [removed: 173] [added: 157] | | |

| Other general expenses | | [removed: 1,272 |] [added: 1,500] | | | [removed: 1,036] | [added: 1,272] | | | | [removed: 1,200] [added: 1,036] | | |

| Operating income [added: (loss) (1)] | | [added: $ |] 979 | | | [added: $] | [added: 86 | | | $ | 1,065 | | | $ |] 1,638 | | | [added: $] | [added: 173] | [removed: 1,587] | | [added: $] | [added: 1,811 | |]

| Interest income | | [removed: 27 |] [added: 5] | | | [removed: 9] | [added: 27] | | | | [removed: 14] [added: 9] | | |

| Interest expense | | [removed: (282] [added: (278] | | ) | | (282 | | ) | | [removed: | (273] [added: (282] | | ) |

| Other income (expense) | | [removed: (39] [added: $] | [added: (25] | ) | | [removed: 36 |] [added: $] | [added: 1] | | | [removed: 100] [added: $] | [added: (24] | [added: )] |

| Income from continuing operations before income taxes | | [removed: 685 |] [added: 1,246] | | | [removed: 1,401] | [added: 685] | | | | [removed: 1,428] [added: 1,401] | | |

| Income taxes | | [removed: 250 |] [added: 146] | | | [removed: 148] | [added: 250] | | | | [removed: 175] [added: 148] | | |

| Net income from continuing operations | | [removed: 435 |] [added: 1,100] | | | [removed: 1,253] | [added: 435] | | | | 1,253 | | |

| [removed: Income] [added: Net income] from discontinued [removed: operations, net of tax |] [added: operations] | [removed: 828] | [added: 74] | | | [removed: 177] | [added: 828] | | | | [removed: 169] [added: 177] | | |

| Net income | | [removed: 1,263 |] [added: 1,174] | | | [removed: 1,430] | [added: 1,263] | | | | [removed: 1,422] [added: 1,430] | | |

| Less: Net income attributable to noncontrolling interests | | [removed: 37 |] [added: 40] | | | [removed: 34] | [added: 37] | | | | [removed: 37] [added: 34] | | |

| Net income attributable to Aon shareholders | | $ | [removed: 1,226] [added: 1,134] | | | $ | [removed: 1,396 |] [added: 1,226] | | | $ | [removed: 1,385] [added: 1,396] | |

| Basic net income per share attributable to Aon shareholders | | | | | | | | | | | | | [removed: |]

| Continuing operations | | $ | [removed: 1.54] [added: 4.32] | | | $ | [removed: 4.55 |] [added: 1.54] | | | $ | [removed: 4.33] [added: 4.55] | |

| Discontinued operations | | [removed: 3.20 |] [added: 0.30] | | | [removed: 0.66] | [added: 3.20] | | | | [removed: 0.60] [added: 0.66] | | |

| Net income | | $ | [removed: 4.74] [added: 4.62] | | | $ | [removed: 5.21 |] [added: 4.74] | | | $ | [removed: 4.93] [added: 5.21] | |

| Diluted net income per share attributable to Aon shareholders | | | | | | | | | | | | | [removed: |]

| Continuing operations | | $ | [removed: 1.53] [added: 4.29] | | | $ | [removed: 4.51 |] [added: 1.53] | | | $ | [removed: 4.28] [added: 4.51] | |

| Discontinued operations | | [removed: 3.17 |] [added: 0.30] | | | [removed: 0.65] | [added: 3.17] | | | | [removed: 0.60] [added: 0.65] | | |

| Net income | | $ | [removed: 4.70] [added: 4.59] | | | $ | [removed: 5.16 |] [added: 4.70] | | | $ | [removed: 4.88] [added: 5.16] | |

| Weighted average ordinary shares outstanding - basic | | [removed: 258.5 |] [added: 245.2] | | | [removed: 268.1] | [added: 258.5] | | | | [removed: 280.8] [added: 268.1] | | |

| Weighted average ordinary shares outstanding - diluted | | [removed: 260.7 |] [added: 247.0] | | | [removed: 270.3] | [added: 260.7] | | | | [removed: 283.8] [added: 270.3] | | |

| (millions) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net income | | $ | [removed: 1,263] [added: 1,174] | | | $ | [removed: 1,430] [added: 1,263] | | | $ | [removed: 1,422] [added: 1,430] | |

| Less: Net income attributable to noncontrolling interests | | [removed: 37] [added: 40] | | | | [removed: 34] [added: 37] | | | | [removed: 37] [added: 34] | | |

As discussed in Note 2 to the financial statements, the Company changed its method of accounting for revenue in 2018.

| Compensation and benefits | | 6,103 | | | | 6,003 | | | | 5,514 | | |

| Total operating expenses | | 9,226 | | | | 8,933 | | | | 7,598 | | |

| Adoption of new accounting guidance | | — | | | — | | | | 493 | | | | (1 | | ) | | — | | | | 492 | | |

| Balance at January 1, 2018 | | 247.6 | | | 5,777 | | | | 2,795 | | | | (3,497 | | ) | | 65 | | | | 5,140 | | |

| Net income | | — | | | — | | | | 1,134 | | | | — | | | | 40 | | | | 1,174 | | |

| Shares purchased | | (10.0 | ) | | — | | | | (1,454 | | ) | | — | | | | — | | | | (1,454 | | ) |

| Dividends to shareholders ($1.56 per share) | | — | | | — | | | | (382 | | ) | | — | | | | — | | | | (382 | | ) |

| Balance at December 31, 2018 | | 240.1 | | | $ | 5,967 | | | $ | 2,093 | | | $ | (3,909 | ) | | $ | 68 | | | $ | 4,219 | |

The Company generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services provided to them, and fees from customers.

Commissions and fees for brokerage services vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to a client, insurer, or reinsurer, and the capacity in which the Company acts.

Compensation from insurance and reinsurance companies includes: (1) fees for consulting and analytics services and (2) fees and commissions for administrative and other services provided to or on behalf of insurers.

In Aon’s capacity as an insurance and reinsurance broker, the service promised to the customer is placement of an effective insurance or reinsurance policy, respectively.

At the completion of the insurance or reinsurance policy placement process once coverage is effective, the customer has obtained control over the services promised by the Company.

Judgment is not typically required when assessing whether the coverage is effective.

Fees from clients for advice and consulting services are dependent on the extent and value of the services provided.

Payment terms for the Company’s principal service lines are discussed below; the Company believes these terms are consistent with current industry practices.

Significant financing components are typically not present in Aon’s arrangements.

The Company recognizes revenue when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services.

For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation.

For arrangements that include variable consideration, the Company assesses whether any amounts should be constrained.

For arrangements that include multiple performance obligations, the Company allocates consideration based on their relative fair values.

Costs incurred by the Company in obtaining a contract are capitalized and amortized on a systematic basis that is consistent with the transfer of control of the services to which the asset relates, considering anticipated renewals when applicable.

Certain contract related costs, including pre-placement brokerage costs, are capitalized as a cost to fulfill and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year.

The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of 1 year or less, (2) the Company has recognized revenue for the amount in which it has the right to bill, and (3) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods or services that form a single performance obligation.

Disaggregation of Revenue

The following is a description of principal service lines from which the Company generates its revenue:

Commercial Risk Solutions includes retail brokerage, cyber solutions, global risk consulting, and captives.

Revenue primarily includes insurance commissions and fees for services rendered.

Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy, or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

For arrangements recognized over time, various output measures, including units transferred and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation.

Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period.

Reinsurance Solutions includes treaty and facultative reinsurance brokerage and capital markets.

Revenue primarily includes reinsurance commissions and fees for services rendered.

Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation.

Commissions and fees for brokerage services may be invoiced at the inception of the reinsurance period for certain reinsurance brokerage, or more commonly, over the term of the arrangement in installments based on deposit or minimum premiums for most treaty reinsurance arrangements.

Retirement Solutions includes core retirement, investment consulting, and talent, rewards & performance.

Revenue consists primarily of fees paid by customers for consulting services, such as risk management strategies, health and benefits, and human capital consulting services.

Revenue recognized for these arrangements is predominantly recognized over the term of the arrangement using input or output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services, or for certain arrangements, at a point in time upon completion of the services.

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

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

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

| Total operating expenses | | 9,019 | | | | 7,771 | | | | | 7,893 | | |

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

| Cash dividends per share paid on ordinary shares | | $ | 1.41 | | | $ | 1.29 | | | | $ | 1.15 | |

| | | | | | | | | |

| Current assets of discontinued operations | | — | | | | 1,118 | | |

| Non-current assets of discontinued operations | | — | | | | 2,076 | | |

| Non-current liabilities of discontinued operations | | — | | | | 139 | | |

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

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

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

| Balance at January 1, 2015 | | 280.0 | | | $ | 5,100 | | | $ | 4,501 | | | $ | (3,134 | ) | | $ | 60 | | | $ | 6,527 | |

| Net income | | — | | | — | | | | 1,385 | | | | — | | | | 37 | | | | 1,422 | | |

| Shares purchased | | (16.0 | ) | | — | | | | (1,550 | | ) | | — | | | | — | | | | (1,550 | | ) |

As a result, the Divested Business’s financial results are reflected in the Consolidated Statements of Income, Consolidated Statements of Financial Position, and Consolidated Statements of Cash Flows, retrospectively, as discontinued operations beginning in the first quarter of 2017.

Additionally, all of the Notes to Consolidated Financial Statements have been retrospectively restated to only include the impacts of continuing operations, unless noted otherwise.

The Transaction closed on May 1, 2017.

Reportable Segments

As a result of these initiatives, Aon made the following changes to its presentation of the Consolidated Statements of Income beginning in the first quarter of 2017:

| | |

| --- | --- |

| • | Commissions, fees and other and Fiduciary investment income are now reported as one Total revenue line item; and |

| | |

| --- | --- |

| • | Other general expenses has been further broken out to provide greater clarity into charges related to Information technology, Premises, Depreciation of fixed assets, and Amortization and impairment of intangible assets. |

Prior period comparable financial information has been reclassified to conform to this presentation.

The Company believes this presentation provides greater clarity into the risks and opportunities that management believes are important and allows users of the financial statements to assess the performance in the same way as the Chief Operating Decision Maker (the “CODM”).

Other

Beginning in the first quarter of 2017, the Company began presenting Shares issued - employee benefit plans and Shares issued - employee compensation as one line item on the Consolidated Statements of Shareholders’ Equity titled Shares issued - employee stock compensation plans.

Revenues are recognized when they are earned and realized or realizable.

The Company considers revenues to be earned and realized or realizable when all of the following four conditions are met: (1) persuasive evidence of an arrangement exists, (2) the arrangement fee is fixed or determinable, (3) delivery or performance has occurred, and (4) collectibility is reasonably assured.

For brokerage commissions, revenue is typically recognized at the completion of the placement process or over a period of time based on the transfer of value to customers or as the remuneration becomes determinable, assuming all four criteria required to recognize revenue have been met.

The placement process is typically considered complete on the effective date of the related policy.

Fees paid by clients for consulting or other non-brokerage services are typically charged on an hourly, project or fixed-fee basis.

Revenues from time-and-materials or cost-plus arrangements are recognized as services are performed, assuming all four criteria to recognize revenue have been met.

Revenues from fixed-fee contracts are recognized as services are provided using a proportional-performance model or at the completion of a project based on facts and circumstances of the client arrangement.

Revenues from investment income on funds held on behalf of clients are recognized as services are performed, assuming all four criteria to recognize revenue have been met.

Goodwill is allocated to various reporting units, which are one reporting level below the operating segment.

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 “Exchange Act”) as of the end of the period covered by this annual report of December 31, [removed: 2017.][added: 2018.]

Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, [removed: 2017] [added: 2018] 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 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 Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Based on this assessment, management has concluded our internal control over financial reporting is effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm, as stated in their report titled “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.”

No changes in Aon’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during [removed: 2017] [added: 2018] that have materially affected, or that are reasonably likely to materially affect, Aon’s internal control over financial reporting.

We have audited Aon plc’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] 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 (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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, [removed: 2017,] [added: 2018,] and the related notes and our report dated February [removed: 20, 2018] [added: 19, 2019] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report [removed: Regarding the Effectiveness of] [added: on] Internal Control [removed: and Procedures.][added: Over Financial Reporting.]

[removed: ][added: ]

February 19, 2019

February 20, 2018

Information relating to Aon’s directors is set forth under the heading “Proposal 1 — Resolutions Regarding the Election of Directors” in our Proxy Statement for the [removed: 2018] [added: 2019] Annual General Meeting of Shareholders to be held on June [removed: 22, 2018] [added: 21, 2019] (the “Proxy Statement”) and is incorporated herein by reference.

| | | 4.1* | [Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated as of January 13, 1997, as supplemented by the First Supplemental Indenture, dated as of January 13, 1997) — incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on April 2, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d1.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d3.htm)] |

| | | 4.21* | [Form of 2.800% Senior Note due 2021 - incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Aon’s Current Report on Form 8-K filed on November 13, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915078616/a15-22627_5ex4d1.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915078616/a15-22627_5ex4d2.htm)] |

| | | 4.22* | [Form of 3.875% Senior Note due 2025 - incorporated by reference to Exhibit [removed: 2.1] [added: 1.1] to Aon’s Current Report on Form 8-K filed on February 29, 2016.](http://www.sec.gov/Archives/edgar/data/315293/000110465916101085/a16-5445_1ex1d1.htm) |

| | | 10.6* | [removed: Purchase] [added: [Purchase] Agreement, dated as of February 9, 2017, by and between Aon plc and Tempo Acquisition, LLC- incorporated by reference to Aon’s Current Report on Form 8-K filed February 10, [removed: 2017.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/315293/000110465917007945/a17-4192_1ex2d1.htm)] |

| | | 10.7* | [removed: Amendment] [added: [Amendment] No. 1 to Purchase Agreement by and between Aon plc and Tempo Acquisition, LLC, entered into on April 17, 2017, incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on 10-Q for the quarter ended March 31, [removed: 2017.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/315293/000162828017005272/exhibit102.htm)] |

| | | 10.9*# | [removed: Aon] [added: [Aon] Corporation Outside Director Corporate Bequest Plan (as amended and restated effective January 1, 2010) — incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910042738/a10-12609_1ex10d1.htm)] |

| | | 10.10*# | [removed: Aon] [added: [Aon] Stock Incentive Plan, as amended and restated — incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 24, [removed: 2006.] [added: 2006.](http://www.sec.gov/Archives/edgar/data/315293/000110465906037278/a06-12524_1ex10d2.htm)] |

| | | 10.11*# | [removed: First] [added: [First] Amendment to the Amended and Restated Aon Stock Incentive Plan — incorporated by reference to Exhibit 10(au) to Aon’s Annual Report on Form 10-K for the year ended December 31, [removed: 2006.] [added: 2006.](http://www.sec.gov/Archives/edgar/data/315293/000104746907001537/a2176366zex-10_au.htm)] |

| | | 10.13*# | [removed: Aon] [added: [Aon] Stock Award Plan (as amended and restated through February 2000) — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2000.] [added: 2000.](http://www.sec.gov/Archives/edgar/data/315293/000094857200000044/0000948572-00-000044-0002.txt)] |

| | | 10.14*# | [removed: First] [added: [First] Amendment to the Aon Stock Award Plan (as amended and restated through 2000) — incorporated by reference to Exhibit 10(as) to Aon’s Annual Report on Form 10-K for the year ended December 31, [removed: 2006.] [added: 2006.](http://www.sec.gov/Archives/edgar/data/315293/000104746907001537/a2176366zex-10_as.htm)] |

| | | 10.15*# | [removed: Aon] [added: [Aon] plc 2011 Incentive Plan, as amended and restated effective June 24, 2014 - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/315293/000144530514002885/a101aonplcamendedandrestat.htm)] |

| | | [removed: 10.19*#] [added: 10.20*#] | [removed: Aon] [added: [Aon] plc Amended and Restated Executive Committee Combined Severance and Change in Control Plan, effective September 12, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016020443/a101executivecommitteecica.htm)] |

| | | 10.24*# | [removed: Form] [added: [Form] of Service as a Non-Executive Director Agreement - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016020443/a102formofserviceagreement.htm)] |

| | | 10.25*# | [removed: Employment] [added: [Employment] Agreement dated April 4, 2005 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2005.] [added: 2005.](http://www.sec.gov/Archives/edgar/data/315293/000110465905021676/a05-8045_1ex10d1.htm)] |

| | | 10.26*# | [removed: Amended] [added: [Amended] and Restated Employment Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on November 17, [removed: 2009.] [added: 2009.](http://www.sec.gov/Archives/edgar/data/315293/000110465909065386/a09-33622_1ex10d1.htm)] |

| | | 10.27*# | [removed: Amended] [added: [Amended] and Restated Employment Agreement, dated as of January 16, 2015, by and between Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on January 23, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915004064/a15-2842_1ex10d1.htm)] |

| | | [removed: 10.28*#] [added: 10.30*#] | [removed: Amended] [added: [Amended] and Restated Change in Control Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.2 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on November 17, [removed: 2009.] [added: 2009.](http://www.sec.gov/Archives/edgar/data/315293/000110465909065386/a09-33622_1ex10d2.htm)] |

| | | [removed: 10.29*#] [added: 10.31*#] | [Amendment to the Amended and Restated Change of Control Agreement between Aon plc and Gregory C. Case, dated as of April 27, 2016 - incorporated by reference to Exhibit 10.11 on Aon’s Quarterly Report on Form 10-for the quarter ended March 31, 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a1011amendment-gregcasetie.htm) |

| | | [removed: 10.30*#] [added: 10.32*#] | [removed: International] [added: [International] Assignment Letter with Gregory C. Case, effective July 1, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016017965/a101intlassignmentletter20.htm)] |

| | | [removed: 10.31*#] [added: 10.34*#] | [removed: Employment] [added: [Employment] Agreement dated as of October 3, 2007 between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on October 3, [removed: 2007.] [added: 2007.](http://www.sec.gov/Archives/edgar/data/315293/000110465907072962/a07-25177_1ex10d1.htm)] |

| | | [removed: 10.32*#] [added: 10.35*#] | [removed: Amendment] [added: [Amendment] effective as of March 27, 2012 to Employment Agreement between Aon Corporation and Christa Davies dated as of October 3, 2007 - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on March 30, [removed: 2012.] [added: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912022548/a12-8420_1ex10d1.htm)] |

| | | [removed: 10.33*#] [added: 10.36*#] | [removed: Amendment] [added: [Amendment] to Employment Agreement, dated [removed: as of February 20, 2015,] [added: April 19, 2018,] by and between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on [removed: February 26, 2015.] [added: April 25, 2018.](http://www.sec.gov/Archives/edgar/data/315293/000119312518129799/d571873dex101.htm)] |

| | | [removed: 10.34*#] [added: 10.37*#] | [removed: International] [added: [International] Assignment Letter with Christa Davies, effective July 1, 2016 - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016.] [added: 2016](http://www.sec.gov/Archives/edgar/data/315293/000162828016017965/a102intlassignmentletter20.htm)] |

| | | [removed: 10.35*#] [added: 10.39*#] | [removed: Employment] [added: [Employment] Agreement dated December 7, 2010, between Aon Corporation and Stephen P. McGill - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on December 13, [removed: 2010.] [added: 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910062423/a10-22786_1ex10d1.htm)] |

| | | [removed: 10.36*#] [added: 10.40*#] | [removed: Amended] [added: [Amended] and Restated Employment Agreement, dated as of July 8, 2015, by and between Aon Corporation and Stephen P. McGill - incorporated by reference to Exhibit 10.1 to [removed: Aon's] [added: Aon’s] Current Report on Form 8-K filed on July 14, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915050952/a15-15542_1ex10d1.htm)] |