Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) and (2). The following documents have been included in Part II, Item 8. | |
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements | ||
| Consolidated Statements of Financial Position — As of December 31, 2019 and 2018 | ||
| Consolidated Statements of Income — Years Ended December 31, 2019, 2018 and 2017 | ||
| Consolidated Statements of Comprehensive Income — Years Ended December 31, 2019, 2018 and 2017 | ||
| Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2019, 2018 and 2017 | ||
| Consolidated Statements of Cash Flows — Years Ended December 31, 2019, 2018 and 2017 | ||
| Notes to Consolidated Financial Statements |
The following document has been included in Part II, Item 9.
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting |
All schedules for the Registrant and consolidated subsidiaries have been omitted because the required information is not present in amounts sufficient to require submission of the schedules or because the information required is included in the respective financial statements or notes thereto.
| (a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K) | |||
| Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | |||
| 2.1* | Agreement and Plan of Merger and Reorganization by and among Aon Corporation and Market Mergeco Inc. dated January 12, 2012 — incorporated by reference to Annex A of the Registration Statement on Form S-4/A (File No. 333-178991) filed by Aon Global Limited on February 6, 2012. | ||
| Articles of Association. | |||
| 3.1* | Articles of Association of Aon plc, incorporated by reference to Exhibit 3.1 to Aon’s Quarterly Report on Form 10-Q filed on July 26, 2019. | ||
| Instruments Defining the Rights of Security Holders, Including Indentures. | |||
| 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, 2012. | ||
| 4.2* | Capital Securities Guarantee Agreement dated as of January 13, 1997 between Aon and The Bank of New York, as Guarantee Trustee — incorporated by reference to Exhibit 4.8 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||
| 4.3* | Capital Securities Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.10 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||
| 4.4* | Debenture Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.11 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||
| 4.5* | Guarantee Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.12 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||
| 4.6* | 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., as trustee (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and The Bank of New York Mellon Trust Company, N.A.) — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on April 2, 2012. | ||
| 4.7* | Form of 5.00% Senior Note due 2020 — incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on September 10, 2010. | ||
| Subsidiaries of the Registrant. | ||
| 21 | List of Subsidiaries of Aon. | |
| Consents of Experts and Counsel. | ||
| 23 | Consent of Ernst & Young LLP. | |
| Rule 13a-14(a)/15d-14(a) Certifications. | ||
| 31.1. | Rule 13a-14(a) Certification of Chief Executive Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2. | Rule 13a-14(a) Certification of Chief Financial Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Section 1350 Certifications. | |||
| 32.1. | Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32.2. | Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| XBRL Exhibits. | |||
| Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K: | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | ||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||
| 101.LAB | Inline XBRL Taxonomy Calculation Linkbase Document. | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
- Document has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference herein. Unless otherwise indicated, such document was filed under Commission File Number 001-07933.
Indicates a management contract or compensatory plan or arrangement.
The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of (1) any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and (2) any schedules omitted with respect to any material plan of acquisition, reorganization, arrangement, liquidation or succession set forth above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Aon plc | |||||
| By: | /s/ GREGORY C. CASE | ||||
| Gregory C. Case, Chief Executive Officer | |||||
| Date: | February 14, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ GREGORY C. CASE | Chief Executive Officer and Director (Principal Executive Officer) | February 14, 2020 | ||
| Gregory C. Case | ||||
| /s/ LESTER B. KNIGHT | Non-Executive Chairman and Director | February 14, 2020 | ||
| Lester B. Knight | ||||
| /s/ JIN-YONG CAI | Director | February 14, 2020 | ||
| Jin-Yong Cai | ||||
| /s/ JEFFREY C. CAMPBELL | Director | February 14, 2020 | ||
| Jeffrey C. Campbell | ||||
| /s/ FULVIO CONTI | Director | February 14, 2020 | ||
| Fulvio Conti | ||||
| /s/ CHERYL A. FRANCIS | Director | February 14, 2020 | ||
| Cheryl A. Francis | ||||
| /s/ J. MICHAEL LOSH | Director | February 14, 2020 | ||
| J. Michael Losh | ||||
| /s/ RICHARD B. MYERS | Director | February 14, 2020 | ||
| Richard B. Myers | ||||
| /s/ RICHARD C. NOTEBAERT | Director | February 14, 2020 | ||
| Richard C. Notebaert | ||||
| /s/ GLORIA SANTONA | Director | February 14, 2020 | ||
| Gloria Santona | ||||
| /s/ CAROLYN Y. WOO | Director | February 14, 2020 | ||
| Carolyn Y. Woo | ||||
| /s/ CHRISTA DAVIES | Chief Financial Officer (Principal Financial Officer) | February 14, 2020 | ||
| Christa Davies | ||||
| /s/ MICHAEL NELLER | Global Controller (Principal Accounting Officer) | February 14, 2020 | ||
| Michael Neller |
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