Aon (AON) 10-K risk factor changes: FY2020 vs FY2019

The risk factors set forth below reflect risks associated with [added: our] existing and potential [removed: business] [added: businesses] and the industries in which we operate generally and contain “forward-looking statements” as discussed in the “Business” Section of Part I, Item 1 of this report.

Readers should consider these risks in addition to the other information contained in this report [removed: as] [added: because] our business, financial condition, or results of operations could be materially adversely affected if any of these risks were to actually [removed: occur and the occurrence of such risks could cause our actual results to differ materially from those stated in the forward-looking statements in this document and elsewhere.]

[removed: Business Risks][added: Risks Related to Our Business]

[removed: *An] [added: - An] overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our [removed: business.*][added: business.]

[removed: *We] [added: We] face significant competitive pressures from traditional and non-traditional competitors that could affect our market [removed: share.*][added: share.]

We compete with respect to service, [added: delivery of insights,] product features, price, commission structure, technology, financial strength, ability to access certain insurance markets, and name recognition.

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

Further, new and [removed: non-traditional] [added: non- traditional] competitors, [added: our] clients’ increasing ability and determination to self-insure, and capital market alternatives to traditional insurance and reinsurance markets cause additional forms of competition and innovation that could affect our market share.

[removed: *If] [added: - If] our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal [removed: liability.*][added: liability.]

We depend, to a large extent, on our relationships with our clients and our reputation for high-quality advice and [removed: solutions focused on risk, retirement, and health.][added: solutions.]

If a client is not satisfied with our services, it could cause us to incur additional costs and impair [removed: profitability.][added: profitability, or lose the client relationship altogether.]

Many of our clients are businesses that [removed: band together in industry groups or trade associations and] actively share information among themselves about the quality of service they receive from their vendors.

[removed: In] [added: For example, in] our investment consulting business, we may be measured based on our track record regarding judgments and advice on investments that are susceptible to influences unknown at the time the advice was given.

[removed: *Damage] [added: Damage] to our reputation could have a material adverse effect on our [removed: business.*][added: business.]

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

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

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

[removed: *Revenues] [added: - Revenues] from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our [removed: control.*][added: control.]

[removed: | • |] [added: -] 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 competition, and put pressure on [removed: pricing; |][added: pricing;]

[removed: | • |] [added: -] fluctuation in the need for [removed: insurance; |][added: insurance;]

[removed: | • |] [added: -] the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement [removed: activity; |][added: activity;]

[removed: | • |] [added: -] the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not generally indexed for inflation and do not automatically increase with premium as does commission-based [removed: compensation;] [added: compensation;] and [removed: |]

[removed: | • |] [added: -] competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance [removed: broker. |][added: broker]

[removed: *The] [added: The] profitability of our consulting engagements with clients may not meet our expectations due to unexpected costs, cost overruns, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our [removed: prices.*][added: prices.]

[removed: *In] [added: In] our investment consulting business, we advise or act on behalf of clients regarding their investments.

Clients that experience losses or lower than expected investment returns may leave us for competitors and/or assert claims against [removed: us.*][added: us.]

Our investment consulting business provides advice to clients on: investment strategy, which can include advice on setting investment objectives, asset allocation, and hedging [removed: strategies;] [added: strategies;] selection (or removal) of investment [removed: managers;] [added: managers;] the investment in different investment instruments and [removed: products;] [added: products;] and the selection of other investment service providers such as custodians and transition managers.

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

[removed: *We] [added: - We] are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash [removed: flows.*][added: flows.]

Approximately [removed: 54%] [added: 55%] 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.

Although we use various derivative financial instruments to help protect against [added: certain] adverse foreign exchange rate fluctuations, we cannot eliminate such risks, and, as a result, changes in exchange rates may adversely affect our results.

[removed: *Changes] [added: Changes] in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or [removed: results.*][added: results.]

Operating funds available for corporate use were [removed: $928] [added: $1,192] million at December 31, [removed: 2019] [added: 2020] and are reported in Cash and cash equivalents and Short-term investments.

Funds held on behalf of clients and insurers were [removed: $5.2] [added: $5.7] billion at December 31, [removed: 2019] [added: 2020] and are reported in Fiduciary assets.

As of December 31, [removed: 2019,] [added: 2020,] these long-term investments had a carrying value of [removed: $53] [added: $74] million.

[removed: *Our] [added: Our] pension obligations and value of our pension assets could adversely affect our shareholders’ equity, net income, cash flow, and [removed: liquidity.*][added: liquidity.]

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

[removed: *We] [added: We] have debt outstanding that could adversely affect our financial [removed: flexibility.*][added: flexibility.]

As of December 31, [removed: 2019,] [added: 2020,] we had total consolidated debt outstanding of approximately [removed: $7.3] [added: $7.7] billion.

As of December 31, [removed: 2019,] [added: 2020,] we had two committed credit facilities outstanding.

Risk Factors Summary

The risk factors set forth below reflect risks associated with our businesses and the industries in which we operate generally.

Some of the more significant risk factors are summarized below.

Similarly, changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results.

- Our results of operations have been adversely affected and could be materially adversely affected in the future by the COVID-19 global pandemic.

Risks Related to Technology, Cybersecurity, and Data Protection

Risks Related to the Combination

- The Combination is subject to customary closing conditions, including conditions related to regulatory approvals, and may not be completed on a timely basis, or at all, or may be completed on a basis that has a material impact on the value of the combined company.

Failure to close the Combination could negatively impact our share price and future business and financial results.

- While the Combination is pending, we are subject to business uncertainties related to our relationships with employees, clients and suppliers, which could adversely affect our business and operations.

These uncertainties could also adversely affect the combined company following the Combination.

Risks Related to Being a Non-U.S. Company

- We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.

- As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure.

Risk Factors

occur and the occurrence of such risks could cause our actual results to differ materially from those stated in or implied by the forward-looking statements in this document and elsewhere.

Our competitors may be more successful in innovating and delivering services to meet new and existing client needs.

If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability.

Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control.

- growing number of technology-enabled competitors offering new risk-transfer solutions that eliminate the traditional broker-client relationship in both commercial insurance and reinsurance markets

Plaintiffs have, and may continue to, file individual and class action lawsuits alleging investment consultants have charged excessive fees, given improper advice due to conflicts of interest, or recommended investments that underperformed other investments available at the time.

If any lawsuit – against the Company or any other investment consultant – results in a large adverse verdict, the size of the verdict or resultant negative adverse publicity may prompt the filing of additional lawsuits.

The anticipated benefits of the redomiciliation from the U.K. to Ireland may not be realized.

In April 2020, we changed the jurisdiction of incorporation for our parent company from the U.K. to Ireland by means of a scheme of arrangement under English law (the “Reorganization”).

At the time of the Reorganization we expected, and we continue to expect, that the Reorganization will, among other things, provide greater certainty around ongoing access to existing U.S. treaties with other EU member countries from which we derive benefit.

However, we may not realize the benefits we anticipate from the Reorganization, which could have an adverse effect on our business.

Financial Risks

We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.

Of the total balance, $102 million was restricted to its use as of December 31, 2020.

A decline in the credit ratings of our senior debt and commercial paper may adversely affect our borrowing costs, access to capital, and financial flexibility.

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

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.

The tax laws and regulations in Ireland, the U.K., the U.S., and the other tax jurisdictions in which the we operate are inherently complex, and we will be obligated to make judgments and interpretations about the application of these laws and regulations to our operations and businesses.

The interpretation and application of these laws and regulations could be challenged by the relevant governmental authorities, which could result in administrative or judicial procedures, actions or sanctions, which could be material.

The global effective tax rate that will apply subsequent to Brexit might become uncertain and may vary from expectations.

As further discussed below, on January 31, 2020, the U.K. withdrew as a member of the E.U., commonly referred to as Brexit, and the UK has since ratified a trade and cooperation agreement governing its future relationship with the E.U., which is being applied provisionally from January 1, 2021 until it is also ratified by the European Parliament and the Council of the E.U. The changes (which are ongoing) in applicable law and regulatory oversight of our operations caused by Brexit in the U.K. and the member states of the E.U. will impact how we conduct business in the U.K., within the E.U., and between the U.K. and the E.U., which may result in changes in the countries in which we derive a portion of our global earnings.

As a result, our actual global effective tax rate may vary from expectations and that variance may be material as a result of Brexit.

We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries.

Legal and Regulatory Risks

We are subject to 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 our financial condition or results of operations.

In addition, you should consider the risks relating to the proposed Reorganization, which would result in an Irish public limited company serving as the new publicly traded parent company of Aon by means of a scheme of arrangement under English law.

We cannot assure you that the Reorganization will be completed or, if it is, that we will realize the benefits we anticipate from the Reorganization.

The risk factors relating to the Reorganization are described under “Risk Factors” in our definitive proxy statement filed with the SEC on December 20, 2019, which section is incorporated herein by reference.

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

Our reputation is a key asset of the Company.

difficult for us to attract new clients and retain existing ones.

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Regardless of the cause,

clients, including client employees, participants or other third-party intended beneficiaries, who experience losses or allege that we overcharge for such fiduciary services have in the past asserted claims against us, and we anticipate future similar claims, which could be for significant amounts.

Additionally, clients experiencing losses or lower than expected investment returns may leave us for our competitors.

to our financial position and results of operations from year to year.

*U.S. federal income tax reform could create uncertainty and adversely affect our business and financial condition.*

On December 22, 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”), was signed into law, significantly changing the U.S. Internal Revenue Code.

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 deductible amounts payable to foreign affiliates, imposing significant additional limitations on the deductibility of interest payable to related and unrelated lenders, and further limiting deductible executive compensation.

The new provisions have been the subject of final regulations as well as 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 final and proposed regulations and other guidance will apply or are proposed to apply retroactively to the date of enactment of the Tax Reform Act.

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

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

The changes effected pursuant to the Tax Reform Act, and the regulations or other governmental action thereunder, may have an adverse or volatile effect on our tax rate in fiscal years 2020 and beyond, thereby affecting our results of operations.

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.

impact our operations outside of the legislating country by imposing requirements for the conduct of overseas operations, and in several cases, requiring compliance by foreign subsidiaries.

For instance, The General Data Protection Regulation (“GDPR”), which became effective in 2018, created a range of new compliance obligations, increased financial penalties for non-compliance, and extended the scope of the E.U. data protection law to all companies processing data of E.U. residents, wherever the company’s location.

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

business or force us to change the way we conduct business or refrain from or otherwise alter the way we engage in certain activities.

Additionally, we operate in many different business lines, which may occasionally intersect with each other, such as placing both insurance and reinsurance or providing both investment consultancy and fiduciary management services.

If we fail to control possible resulting conflicts of interest, we could be subject to civil litigation, fines, penalties, and criminal sanctions and could be prohibited from participating in one or more lines of business.

As regulators and other government agencies continue to examine our operations, there is no assurance that consent orders or other enforcement actions will not be issued by them in the future.

These and other initiatives from national, state, and local officials may subject us to judgments, settlements, fines, or penalties, or cause us to be required to restructure or divest operations and activities, all of which could lead to reputational issues, higher operational costs, business disruption or loss, thereby adversely affecting our business, financial condition, or operating results.

*We have less flexibility as a public limited company incorporated under the laws of England and Wales with respect to certain aspects of capital management.*

English law imposes additional restrictions on certain corporate actions.

EXECUTIVE SUMMARY [removed: OF 2019 FINANCIAL] [added: OF 2020 FINANCIAL] RESULTS

The following is a summary of our [removed: 2019] [added: 2020] financial results from continuing operations:

[removed: | • | Operating margin increased to 19.7% in 2019 from 14.3% in 2018.] The increase in operating margin from the prior year is primarily driven by organic revenue growth of [removed: 6%] [added: 1%] and [removed: strong operational improvement. |][added: a decrease in operating expenses as listed above.]

[removed: | • |] [added: -] Due to the factors set forth above, net income from continuing operations was [removed: $1,574] [added: $2,017] million in [removed: 2019,] [added: 2020,] an increase of [removed: $474] [added: $443] million, or [removed: 43%,] [added: 28%,] from [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Diluted earnings per share from continuing operations was [removed: $6.37] [added: $8.45] per share during the twelve months of [removed: 2019] [added: 2020] compared to [removed: $4.29] [added: $6.37] per share for the prior year period. [removed: |]

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

The following is our measure of performance against these four metrics from continuing operations for [removed: 2019:][added: 2020:]

[removed: | • |] [added: -] Organic revenue [removed: growth,] [added: growth (decline),] a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue [removed: Growth,”] [added: Growth (Decline),”] was [removed: 6%] [added: 1%] in [removed: 2019,] [added: 2020,] compared to [removed: 5%] [added: 6%] organic growth in the prior year. [removed: Organic revenue growth was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions and Commercial Risk Solutions. |]

[removed: | • |] [added: -] Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was [removed: 27.5%] [added: 28.5%] in [removed: 2019,] [added: 2020,] compared to [removed: 25.0%] [added: 27.5%] in the prior year. [removed: The increase in adjusted operating margin primarily reflects organic revenue growth of 6%, operational improvement, and $169 million of incremental savings related to restructuring and other operational improvement initiatives. |]

[removed: | • | 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 $9.17 per share in 2019, an increase of $1.01 per share, or 12%, from $8.16 per share in 2018.] The increase in adjusted diluted earnings per share primarily reflects strong operational performance and effective capital management, highlighted by [removed: $2.0] [added: $1.8] billion of share repurchase during [removed: 2019,] [added: 2020,] partially offset by an unfavorable impact from foreign currency translation. [removed: |]

[removed: | • |] [added: -] Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was [removed: $1,610] [added: $2,642] million in [removed: 2019,] [added: 2020,] an increase of [removed: $164] [added: $1,032] million, or [removed: 11%,] [added: 64%,] from [removed: $1,446] [added: $1,610] million in [removed: 2018,] [added: 2019,] driven by an increase of [removed: $149] [added: $948] million in cash flows [removed: in] [added: from] operations and a [removed: $15] [added: $84] million decrease in capital expenditures. [removed: |]

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

| (millions) | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]

| Revenue | | | | | | | | | | | | | [added: | | | | | | | |]

| [removed: Total revenue] [added: Total revenue] | | [added: | | | |] $ | 11,013 | | | [added: | |] $ | 10,770 | | | [removed: $] | [removed: 9,998] | [added: 2] | [added: | % | | | | (3) | | % | | | | — | | % | | | | (1) | | % | | | | 6 | | % |]

| Expenses | | | | | | | | | | | | | [added: | | | | | | | |]

| Compensation and benefits | | [removed: 6,054] | | | | [removed: 6,103] [added: 5,905] | | | | [removed: 6,003] | | [added: 6,054] | [added: | | | | | 6,103 | | |]

| Information technology | | [removed: 494] | | | | [removed: 484] [added: 444] | | | | [removed: 419] | | [added: 494] | [added: | | | | | 484 | | |]

| Premises | | [removed: 339] | | | | [removed: 370] [added: 291] | | | | [removed: 348] | | [added: 339] | [added: | | | | | 370 | | |]

| Depreciation of fixed assets | | [removed: 172] | | | | [removed: 176] [added: 167] | | | | [removed: 187] | | [added: 172] | [added: | | | | | 176 | | |]

| Amortization and impairment of intangible assets | | [removed: 392] | | | | [removed: 593] [added: 246] | | | | [removed: 704] | | [added: 392] | [added: | | | | | 593 | | |]

| Other general expense | | [removed: 1,393] | | | | [removed: 1,500] [added: 1,232] | | | | [removed: 1,272] | | [added: 1,393] | [added: | | | | | 1,500 | | |]

| Total operating expenses | | [removed: 8,844] | | | | [removed: 9,226] [added: 8,285] | | | | [removed: 8,933] | | [added: 8,844] | [added: | | | | | 9,226 | | |]

| Operating income | | [removed: 2,169] | | | | [removed: 1,544] [added: 2,781] | | | | [removed: 1,065] | | [added: 2,169] | [added: | | | | | 1,544 | | |]

| Interest income | | [removed: 8] | | | | [removed: 5] [added: 6] | | | | [removed: 27] | | [added: 8] | [added: | | | | | 5 | | |]

| Interest expense | | [removed: (307] | | [removed: )] | | [removed: (278] [added: (334)] | | [removed: )] | | [removed: (282] | | [removed: )] [added: (307)] | [added: | | | | | (278) | | |]

| Other income (expense) | | [removed: 1] | | | | [removed: (25] [added: 12] | | [removed: )] | | [removed: (125] | | [removed: )] [added: 1] | [added: | | | | | (25) | | |]

| Income from continuing operations before income taxes | | [removed: 1,871] | | | | [removed: 1,246] [added: 2,465] | | | | [removed: 685] | | [added: 1,871] | [added: | | | | | 1,246 | | |]

| Income tax expense | | [removed: 297] | | | | [removed: 146] [added: 448] | | | | [removed: 250] | | [added: 297] | [added: | | | | | 146 | | |]

| Net income from continuing operations | | [removed: 1,574] | | | | [removed: 1,100] [added: 2,017] | | | | [removed: 435] | | [added: 1,574] | [added: | | | | | 1,100 | | |]

| Net income (loss) from discontinued operations | | [removed: (1] | | [removed: )] | | [removed: 74] [added: 1] | | | | [removed: 828] | | [added: (1)] | [added: | | | | | 74 | | |]

| Net income | | [removed: 1,573] | | | | [removed: 1,174] [added: 2,018] | | | | [removed: 1,263] | | [added: 1,573] | [added: | | | | | 1,174 | | |]

| Less: Net income attributable to noncontrolling interests | | [removed: 41] | | | | [removed: 40] [added: 49] | | | | [removed: 37] | | [added: 41] | [added: | | | | | 40 | | |]

| Net income attributable to Aon shareholders | | [added: | | | |] $ | [removed: 1,532] [added: 1,969] | | | [added: | |] $ | [removed: 1,134] [added: 1,532] | | | [added: | |] $ | [removed: 1,226] [added: 1,134] | |

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

| Continuing operations | | [added: | | | |] $ | [removed: 6.37] [added: 8.45] | | | [added: | |] $ | [removed: 4.29] [added: 6.37] | | | [added: | |] $ | [removed: 1.53] [added: 4.29] | |

| Discontinued operations | | [added: | | | |] — | | | | [removed: 0.30] | | [added: —] | | [removed: 3.17] | | | [added: | 0.30 | | |]

| Net income | | [added: | | | |] $ | [removed: 6.37] [added: 8.45] | | | [added: | |] $ | [removed: 4.59] [added: 6.37] | | | [added: | |] $ | [removed: 4.70] [added: 4.59] | |

| Weighted average ordinary shares outstanding - diluted | | [removed: 240.6] | | | | [removed: 247.0] [added: 233.1] | | | | [removed: 260.7] | | [added: 240.6] | [added: | | | | | 247.0 | | |]

Consolidated Results [removed: for 2019 Compared to 2018][added: for 2019 Compared to 2018]

- Revenue increased $53 million, or 0%, to $11,066 million in 2020 compared to 2019, reflecting 1% organic revenue growth, offset by a 1% unfavorable impact from divestitures, net of acquisitions.

Organic revenue growth for the year was driven by strength in the core portions of the business, partially offset by a decline in the more discretionary portions.

- Operating expenses decreased $559 million, or 6%, to $8,285 million in 2020 compared to 2019 due primarily to a $451 million decrease in restructuring charges, a $138 million decrease from accelerated amortization related to certain tradenames that were fully amortized in the second quarter, expense discipline in an effort to proactively manage liquidity due to uncertainties surrounding COVID-19 and its impact on the Company, including lower travel and entertainment expense, and a $42 million favorable impact from translating prior year period results at current period foreign exchange rates (“foreign currency translation”), partially offset by $123 million of transaction costs related to the pending combination with WTW and a $37 million increase in expenses related to acquisitions, net of divestitures.

- Operating margin increased to 25.1% in 2020 from 19.7% in 2019.

- Cash flows provided by operating activities was $2,783 million in 2020, an increase of $948 million, or 52%, from $1,835 million in 2019, primarily due to working capital improvements, including improved collections and actions taken to proactively manage liquidity, a $288 million decrease in restructuring cash outlays, and strong operational improvement.

The prior year period included approximately $130 million of net cash payments related to legacy litigation.

Organic revenue growth was driven by strength in the core portions of our business, partially offset by a decline in the more discretionary portions.

The increase in adjusted operating margin primarily reflects expense discipline, including lower travel and entertainment expense, increased operating leverage across the portfolio, and 1% organic revenue growth, partially offset by a $47 million decrease in fiduciary investment income and an unfavorable impact from foreign currency translation of $12 million.

- 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 $9.81 per share in 2020, an increase of $0.64 per share, or 7%, from $9.17 per share in 2019.

The prior year included $75 million of capital expenditures related to the restructuring program.

IRELAND REORGANIZATION

For a description of the Ireland Reorganization, see Part I, Item 1.

“Business - Ireland Reorganization” in this report.

BUSINESS COMBINATION AGREEMENT

On March 9, 2020, Aon and WTW, entered into a Business Combination Agreement with respect to a combination of the parties.

At the effective date of the Combination, WTW shareholders will be entitled to receive 1.08 newly issued Class A ordinary shares of Aon in exchange for each ordinary share of WTW held by such holders.

The Combination is subject to Irish Takeover Rules.

The Business Combination Agreement contains certain operating covenants relating to the conduct of business of both parties in the interim period until the transaction is completed.

These covenants require both parties to operate their respective businesses in all material respects in the ordinary course of business consistent with past practice.

In addition, these covenants restrict each party from engaging in certain actions unless a party obtains the prior written consent of the other party.

These actions relate to, among other things, authorizing or paying dividends above a specified rate; issuing or authorizing for issuance additional securities; salary, benefits or other compensation and employment-related matters; capital management, debt and liquidity matters; engaging in mergers, acquisitions and dispositions; entering into or materially modifying material agreements; entering into material litigation-related settlements; and making other corporate, tax and accounting changes.

The parties’ respective shareholders approved the Combination on August 26, 2020.

On October 30, 2020, Aon and WTW amended the Business Combination Agreement to provide that, at the effective date of the transaction, there will be 12 members of Aon’s Board of Directors, including one director mutually agreed by the parties.

The parties continue to work with regulators, including the Antitrust Division of the U.S. Department of Justice (which, as previously disclosed, has delivered a “Second Request” pursuant to the HSR Act) and the European Commission (which, as previously disclosed, has initiated a Phase II review of the Combination) to obtain the required approvals to close the Combination.

Aon expects to close the Combination in the first half of 2021, subject to regulatory approval and customary closing conditions.

RECENT DEVELOPMENTS

The outbreak of the coronavirus, COVID-19, was declared by the World Health Organization to be a pandemic and has continued to spread across the globe, impacting almost all countries, in varying degrees, creating significant public health concerns, and significant volatility, uncertainty and economic disruption in every region in which we operate.

While countries are in various stages of business and travel restrictions to address the COVID-19 pandemic, as well as related re-openings, these policies have impacted and will continue to impact worldwide economic activity and may continue to adversely affect our business.

We continue to closely monitor the situation and our business, liquidity, and capital planning initiatives.

We continue to be fully operational and continue to reoccupy certain offices in phases, where deemed appropriate and in compliance with governmental restrictions considering the impact on health and safety of our colleagues, their families, and our clients.

For other areas where restrictions remain in place or where we have started to see a resurgence of COVID-19, we are closely monitoring the situation and continuously reevaluating our plan to return to the workplace.

We continue to deploy business continuity protocols to facilitate remote working capabilities to ensure the health and safety of our colleagues and to comply with public health and travel guidelines and restrictions.

As the situation continues to evolve, and the scale and duration of disruption cannot be predicted, it is not possible to quantify or estimate the full impact that COVID-19 will have on our business.

We are focused on navigating these challenges and potential future impacts to our business presented by COVID-19 through preserving our liquidity and managing our cash flow by taking proactive steps to enhance our ability to meet our short-term liquidity needs and support a commitment to no layoffs of our colleagues due to COVID-19.

Such actions include, but are not limited to, issuing $1 billion of our new 10-year senior unsecured notes on May 12, 2020 and using the proceeds to repay short-term debt and for other corporate purposes, and reducing our discretionary spending, including limiting discretionary spending on mergers and acquisitions.

We also temporarily suspended our share buyback program and temporarily reduced compensation for named executive officers,

directors, and colleagues during the second quarter, as a precautionary measure, focusing on implementing cash and expense discipline measures.

After carefully monitoring the situation, we determined it was appropriate, based on macroeconomic conditions and business performance, to resume share buyback during the third quarter.

In addition, temporarily reduced salaries for non-executives were restored at the end of the second quarter and withheld salaries, plus 5% of the withheld salary amounts, were repaid in the third quarter.

Temporarily reduced salaries for named executive officers and cash compensation reductions for non-executive directors were fully reinstated and the withheld amounts were paid in full during the fourth quarter.

In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases that was applied using the modified retrospective approach.

Under this approach, prior periods were not restated.

Refer to Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for further information surrounding the quantitative and qualitative impacts of adopting the new accounting guidance.

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| • | Revenue increased $243 million, or 2%, to $11,013 million in 2019 compared to 2018, reflecting 6% organic revenue growth, partially offset by a 3% unfavorable impact if we were to translate prior year period results using current period foreign exchange rates (“foreign currency translation”) and a 1% unfavorable impact from divestitures, net of acquisitions. Organic revenue growth for the year was highlighted by each of the five solution lines contributing similar or improved growth compared to the prior year. |

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| • | Operating expenses decreased $382 million, or 4%, to $8,844 million in 2019 compared to 2018 due primarily to a $238 million favorable impact from foreign currency translation, a $176 million decrease from a non-cash impairment charge related to certain assets and liabilities that were classified as held for sale in the prior year period, $169 million of incremental savings from restructuring and other operational improvement initiatives, an $81 million decrease in expenses related to divestitures, net of acquisitions, a $62 million net decrease in expense related to legacy litigation, and a $34 million decrease in restructuring charges, partially offset by an increase in expense associated with 6% organic revenue growth and investments supporting long-term growth initiatives. |

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| • | Cash flows provided by operating activities was $1,835 million in 2019, an increase of $149 million, or 9%, from $1,686 million in 2018. The current year period includes approximately $130 million of net cash payments related to certain litigation settlements. The prior year comparable period included an $80 million accelerated pension contribution. |

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PROPOSED REORGANIZATION

In October 2019, we announced the proposed Reorganization, which would result in an Irish public limited company serving as our new publicly traded parent company by means of a scheme of arrangement under English law.

The Reorganization would effectively change the jurisdiction of incorporation of the publicly traded parent company of Aon from the U.K. to Ireland.

The Reorganization requires shareholder approval, which was obtained on February 4, 2020.

We are also required to make an application to the High Court of Justice of England and Wales to seek approval of the Reorganization.

This application is expected to be heard, and we currently anticipate that the Reorganization will be completed, on March 31, 2020.

This expected date depends on a number of factors.

If this expected date is changed, we will give adequate notice of such change by issuing an announcement that will be made available at our website.

Upon completion of the Reorganization, each shareholder will own the same number of Class A Ordinary Shares of the new Irish parent company that such shareholder owned immediately prior to completion of the Reorganization, and each shareholder’s proportionate ownership and relative voting rights will remain unchanged.

We will continue to report earnings and other financial statements in accordance with SEC regulations, including U.S. dollar denominated financial statements.

We expect that the shares of the new Irish parent company will be listed on the NYSE under the symbol “AON,” the same symbol under which our Class A Ordinary Shares are currently listed.

We believe the Reorganization will have no material impact on the day-to-day conduct of the various operating companies within Aon, the strategy of Aon, or the dividend policy of the new Irish parent company.

The location of our future operations will depend on the needs of our business, independent of legal domicile, as per our practice prior to the Reorganization.

In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases that was applied using the prospective approach.

At December 31, [removed: 2019,] [added: 2020,] we have hedged approximately 45% of our U.K. subsidiaries’ expected exposures to the U.S. dollar, euro, and Japanese yen transactions for the years ending December 31, [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

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: $23] [added: $28] million and [removed: $6] [added: $14] million at December 31, [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] respectively.

If we were to translate prior year results at current year exchange rates, diluted earnings per share would have an unfavorable [removed: $0.19] [added: $0.03] impact during the twelve months ended December 31, [removed: 2019.][added: 2020.]

Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable [removed: $0.23] [added: $0.04] impact during the twelve months ended December 31, [removed: 2019] [added: 2020] if we were to translate prior year results at current quarter exchange rates.

Our fiduciary investment income is affected by changes in [added: international and domestic] short-term interest rates.

We monitor our net exposure to short-term interest [removed: rates, and] [added: rates and,] as appropriate, hedge our exposure with various derivative financial instruments.

This activity primarily relates to brokerage funds held on behalf of clients in [removed: North America, continental Europe, and] the [removed: Asia Pacific region.][added: U.S. and in continental Europe.]

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: $50] [added: $58] million to each of [removed: 2020 and] 2021 [added: and 2022] 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: $50] [added: $58] million to each of [removed: 2020 and] 2021 [added: and 2022] pre-tax income.

We have long-term debt outstanding, excluding the current portion, with a fair market value of [removed: $7.4] [added: $8.8] billion and [removed: $6.2] [added: $7.4] billion as of December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] respectively.

The fair value was greater than the carrying value by [removed: $815] [added: $1,471] million at December 31, [removed: 2019,] [added: 2020,] and [removed: $166] [added: $815] million greater than the carrying value at December 31, [removed: 2018.][added: 2019.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of 7% or an increase of 8%, respectively, at December 31, [removed: 2019.][added: 2020.]

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

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

The Company [removed: is now operating] [added: operates] 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 services: Commercial Risk Solutions, Reinsurance Solutions, Retirement Solutions, Health Solutions, and Data & Analytic Services.

In [removed: 2019,] [added: 2020,] our consolidated total revenue was [removed: $11,013] [added: $11,066] million.

This includes [removed: $4,673] [added: $4,690] million in Commercial Risk Solutions, [removed: $1,686] [added: $1,814] million in Reinsurance Solutions, [removed: $1,817] [added: $1,753] million in Retirement Solutions, [removed: $1,667] [added: $1,655] million in Health Solutions, and [removed: $1,184] [added: $1,171] million in Data & Analytic Services, before intercompany eliminations.

[added: We assist clients with the selection and implementation] of the appropriate risk transfer, risk retention, and risk mitigation solutions, and ensure the continuity of their operations through claims consulting.

Treaty reinsurance 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 [removed: interests.][added: interests on an integrated basis.]

Capital markets is a global investment bank with expertise in insurance-linked securities, capital raising, strategic advice, restructuring, [removed: recapitalization services,] [added: and] mergers and acquisitions.

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

[removed: Our] [added: Within investment consulting, our] delegated investment solutions offer ongoing management of investment programs and fiduciary responsibilities either in a partial or full discretionary model for multiple asset owners.

*Data & Analytic Services* includes Affinity, Aon [removed: InPoint,] [added: Inpoint, CoverWallet,] and ReView.

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

We compete with other global insurance brokers and consulting companies, including Marsh & McLennan Companies, Inc., [removed: Willis Towers Watson Public Limited] [added: WTW, and Arthur J Gallagher &] Company, [added: as well as numerous other global specialist, regional,] and [added: local firms in almost every area of our business.]

[removed: We also compete] with insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or agents.

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

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

No one client accounted for more than [removed: 1%] [added: 2%] of our consolidated total revenues in [removed: 2019.][added: 2020.]

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: 2019.][added: 2020.]

[removed: At] [added: As of] December 31, [removed: 2019,] [added: 2020,] we employed approximately 50,000 employees and conducted our operations in more than 120 countries and sovereignties.

Also posted on our website are the charters for our Audit, Compliance, Organization and Compensation, Governance/Nominating, [added: Finance,] and [removed: Finance] [added: Inclusion & Diversity] Committees, our Governance Guidelines, and our Code of Business Conduct.

On March 9, 2020, Aon and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”), entered into a Business Combination Agreement with respect to a combination of the parties (the “Combination”).

At the effective date of the Combination, WTW shareholders will be entitled to receive 1.08 newly issued Class A ordinary shares of Aon in exchange for each ordinary share of WTW held by such holders.

Aon expects to close the Combination in the first half of 2021, subject to regulatory approval and customary closing conditions.

IRELAND REORGANIZATION

On April 1, 2020, a scheme of arrangement under English law was completed pursuant to which the Class A ordinary shares of Aon plc, a public limited company incorporated under the laws of England and Wales and the publicly traded parent company of the Aon group (“Aon Global Limited”), were cancelled and the holders thereof received, on a one-for-one basis, Class A ordinary shares of Aon plc, an Irish public limited company formerly known as Aon Limited (“Aon plc”) , as described in the proxy statement filed with the SEC on December 20, 2019 (the “Ireland Reorganization”).

Aon plc is a tax resident of Ireland.

References in this report to “Aon,” the “Company,” “we,” “us,” or “our” for time periods prior to April 1, 2020 refer to Aon Global Limited.

References in the Financial Statements to “Aon,” the “Company,” “we,” “us,” or “our” for time periods on or after April 1, 2020, refer to Aon plc.

and other financial services participants more competitive by providing data, analytics, engagement, and consulting services.

CoverWallet is a leading digital insurance platform for small- and medium-sized businesses dedicated to delivering exceptional client experiences to new and existing clients by leveraging data and analytics and a technology-enabled operating model to provide choice, transparency and convenience.

We also compete

Human Capital Management

*Aon United, Our Culture and Human Capital Strategy*

Our colleagues are the cornerstone of Aon's success.

Collaboration and innovation drive our culture, bringing the best of Aon to clients in a holistic and seamless manner.

We approach every aspect of our business based on our Aon United Blueprint.

Colleagues are trained upon hire under our Aon Impact Model, which supports the belief that businesses thrive when the people they serve flourish.

The model sets behavioral expectations, embracing Aon's diverse capabilities, and shared cultural values to ensure colleagues are contributing towards a distinctive, high-performing, and inclusive Aon United culture.

*Colleagues*

We know that our colleagues’ diverse talents, expertise, and insights contribute to the success of both our firm and our clients, and we seek to attract, grow, and retain the best talent in the industry.

Our Colleague Mission is a central part of our Aon United Blueprint and is a key enabler to realizing our aspirations and purpose as a firm.

We are committed to building thriving teams with the brightest talent, providing them opportunities to grow, rewarding them for their contributions, and supporting their journey to become the person and professional they want to be.

*Pandemic Response*

In 2020, we shifted the vast majority of our colleagues to remote work in response to the COVID-19 pandemic.

The historic steps we’ve taken to build our Aon Business Services platform were instrumental in our response.

Acting early, we began offering tools and services for enabling remote work and avoiding disruption in client service while emphasizing our commitment to colleague health and well-being.

Our programs and policies on flexible work, leadership development, learning, telemedicine, childcare, sick leave, social and emotional health, rapidly evolved to meet the new normal and create a “new better” for our colleagues based on where they live and work.

*Training and Development*

We invest significant resources to develop the talent needed to remain at the forefront of innovation and make Aon an attractive employment destination.

To make sure colleagues are on the right track for their career path, colleagues complete a variety of curricula to meet their career stage goals.

We provide our colleagues what they need to learn, grow, and become the leaders our clients seek, and our communities need.

From self-guided Aon University courses to our Leading Aon United and advanced learning programs, the curriculum is aligned to the Aon United Blueprint and the four expectations of the Aon Impact Model: Create Client Value, Develop Teams, Enable Innovation, and Deliver Business Results.

Our use of virtual based learning and development programs during the COVID-19 pandemic has allowed us to continue these efforts despite most of our workforce being virtual during 2020.

*Colleague Engagement and Retention*

Providing an engaging and rewarding colleague experience is a top priority for our firm and understanding colleagues’ feedback helps us reach that goal.

We use a variety of channels to facilitate open, on-going, and direct communication, including open forums with executives, pulse check surveys, and engagement through our Business Resource Groups, which are our independent, voluntary, non-profit associations that provide input, take action, and help identify opportunities for our firm to further its diversity, equity and inclusion commitments.

In response to the challenging events of 2020, we updated our engagement survey process by offering more frequent pulse check surveys to understand how colleagues are engaging with their teams, the firm, and clients, so we can gather insights more rapidly and take timely action to address feedback.

The pulse check surveys for 2020 have been focused on topics such as manager and leadership support, especially in how we serve clients; colleague well-being, inclusion and diversity; and the Aon United Blueprint.

This feedback provides management a better understanding of evolving colleague viewpoints, and ensures we are taking appropriate steps to drive colleague engagement and retention.

For discussion of the risks related to the attraction and retention of senior management and other professional personnel, see Part I, Item 1A.

PROPOSED REORGANIZATION

On October 29, 2019, we filed with the Securities and Exchange (the “SEC”) a preliminary proxy statement and announced our intention to move the jurisdiction of incorporation for our parent company from the United Kingdom (“U.K.”) to Ireland (the “Reorganization”), as described in our definitive proxy statement filed with the SEC on December 20, 2019.

The move is expected to drive ongoing shareholder value creation through effective capital management that maximizes ROIC.

The Reorganization received shareholder approval on February 4, 2020.

We are required to make an application to the High Court of Justice of England and Wales to seek approval.

This application is expected to be heard, and we currently anticipate the Reorganization will be completed, on March 31, 2020.

This expected date depends on a number of factors.

If the expected date is changed, we will give adequate notice of such change by issuing an announcement that will be made available on our website.

We believe that remaining within the European Union (“E.U.”) single market will help the firm maintain a stable corporate structure and capital flexibility.

Moving the jurisdiction of incorporation for our parent company will not result in any material change to our current business operations, reporting requirements, or listings.

We will maintain our operating company headquarters in London, and our commitment to the U.K. and the London insurance market remain unchanged and unrivaled.

We cannot assure that the Reorganization will be completed on the expected timeline or at all.

For further discussion of the Reorganization, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Proposed Reorganization” in Part II, Item 7 of this report.

Beginning in the first quarter of 2017 and following the sale of our 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.

These initiatives reinforce Aon’s ROIC decision-making process and emphasis on free cash flow.

We assist clients with the selection and implementation

Arthur J Gallagher & Company, as well as numerous specialist, regional, and local firms in almost every area of our business.

Employees

Information Concerning Forward-Looking Statements

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 future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements represent management’s expectations or forecasts of future events.

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,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; expected effective tax rate; future actions by regulators; and the impact of changes in accounting rules.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors.

Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the SEC, that could impact results include:

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| • | general economic and political conditions in the countries in which we do business around the world, including the U.K.’s withdrawal from the E.U.; |

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| • | changes in the competitive environment or damage to our reputation; |

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| • | fluctuations in exchange and interest rates that could influence revenues and expenses; |

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| • | changes in global equity and fixed income markets that could affect the return on invested assets; |

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| • | changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; |

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

[removed: FORM 10-K][added: FORM 10-K]

| (Mark One) | | | | [added: | | | | | | | |]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | [added: | | | | | |]

| FOR THE FISCAL YEAR ENDED | | | [added: | | | | | |] DECEMBER 31, [removed: 2019] [added: 2020] | [added: | |]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | [added: | | | | | |]

[removed: Commission] [added: Commission] file [removed: number:] [added: number:] 1-7933

| (State or [removed: Other Jurisdiction] [added: other jurisdiction] of | | | | | | [added: | | | | | | | | | | | |] (I.R.S. Employer | [added: | |]

| [removed: Incorporation] [added: incorporation] or [removed: Organization)] [added: organization)] | | | | | | [added: | | | | | | | | | | | |] Identification No.) | [added: | |]

| Title of Each Class | | | | | [added: | | | | | | | | | |] Trading Symbol | [added: | |] Name of Each Exchange on Which Registered | [added: | |]

| Class A Ordinary Shares, $0.01 nominal value | | | | | [added: | | | | | | | | | |] AON | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

As of June [removed: 28, 2019,] [added: 30, 2020,] the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $45,489,377,212] [added: $44,593,079,186] based on the closing sales price as reported on the New York Stock Exchange — Composite Transaction Listing.

Number of [added: the registrant’s] Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of February [removed: 13, 2020: 231,582,094.][added: 18, 2021: 225,984,346.]

[removed: The] [added: Portions of the registrant’s] proxy statement for [removed: the 2020 annual general meeting of shareholders of Aon plc, or if the transaction is completed,] [added: its 2021 Annual General Meeting] of [removed: such successor issuer, which meetings are in either case scheduled to be held on June 19, 2020,] [added: Shareholders] are incorporated by reference in this report in response to Part III, Items 10, 11, 12, [removed: 13] [added: 13,] and 14.

| | [added: | |] [Item 1. [removed: Business](#s3C4C7DA931C0561B866D47E28EE34DE6)] [added: Business](#i81af660a8ade45bab06f986111fcdef0_13)] | [added: | |]

| | [added: | |] [Item 1A. Risk [removed: Factors](#s9F053C92F2CD534EBB4703E0A2E7A335)] [added: Factors](#i81af660a8ade45bab06f986111fcdef0_16)] | [added: | |]

| | [added: | |] [Item 1B. Unresolved Staff [removed: Comments](#sD7FD480B4ED35DE593F76EA3856E19F0)] [added: Comments](#i81af660a8ade45bab06f986111fcdef0_19)] | [added: | |]

| | [added: | |] [Item 2. [removed: Properties](#s92ADAAA88D6A53818142FAC5742F3D55)] [added: Properties](#i81af660a8ade45bab06f986111fcdef0_22)] | [added: | |]

| | [added: | |] [Item 3. Legal [removed: Proceedings](#s8D856F16DEA755DA83DFDBF6AF6ADEA0)] [added: Proceedings](#i81af660a8ade45bab06f986111fcdef0_25)] | [added: | |]

| | [added: | |] [Item 4. Mine Safety [removed: Disclosure](#sA3C11C6F701E5BC183F6CEF8438E550A)] [added: Disclosure](#i81af660a8ade45bab06f986111fcdef0_28)] | [added: | |]

| | [added: | |] [Item 5. Market for [removed: Registrant's] [added: Registrant](#i81af660a8ade45bab06f986111fcdef0_37)[’](#i81af660a8ade45bab06f986111fcdef0_37)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sF965AD0EC20B543F8AAE80FC503FF121)] [added: Securities](#i81af660a8ade45bab06f986111fcdef0_37)] | [added: | |]

| | [added: | |] [Item 6. Selected Financial [removed: Data](#s5C0D5C06F6145C079FB5903D8E20AF7D)] [added: Data](#i81af660a8ade45bab06f986111fcdef0_40)] | [added: | |]

| | [removed: [Item 7.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_43) [7](#i81af660a8ade45bab06f986111fcdef0_43)[.] Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0DA5D36705105B81A3558FD0FBADF863)] [added: Operations](#i81af660a8ade45bab06f986111fcdef0_43)] | [added: | |]

| | [removed: [Item 7A.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_61) [7](#i81af660a8ade45bab06f986111fcdef0_61)[A.] Quantitative and Qualitative Disclosures About Market [removed: Risk](#s894FACB2E0905CECBB24BC310D600FDE)] [added: Risk](#i81af660a8ade45bab06f986111fcdef0_61)] | [added: | |]

| | [removed: [Item 8.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_64) [8](#i81af660a8ade45bab06f986111fcdef0_64)[.] Financial Statements and Supplementary [removed: Data](#s691C84BF4529552F80FE293AF6C9547F)] [added: Data](#i81af660a8ade45bab06f986111fcdef0_64)] | [added: | |]

| | [added: | |] [Aon plc Consolidated Statements of [removed: Income](#s918FB3015E445EE6B213D31BCF1AB1DF)] [added: Income](#i81af660a8ade45bab06f986111fcdef0_67)] | [added: | |]

| | [added: | |] [Aon plc Consolidated Statements of Comprehensive [removed: Income](#sEE4D7DA0078C58EFB3BE9E2F90A49994)] [added: Income](#i81af660a8ade45bab06f986111fcdef0_70)] | [added: | |]

| | [added: | |] [Aon plc Consolidated Statements of Financial [removed: Position](#sD8B725D71804567CBA862C73375C32EA)] [added: Position](#i81af660a8ade45bab06f986111fcdef0_73)] | [added: | |]

| | [removed: [Aon] [added: | | Aon] plc Consolidated Statements of Shareholders' [removed: Equity](#s0FA33A97C03E5B30825DC08DA60985A0)] [added: Equity] | [added: | |]

| | [added: | |] [Aon plc Consolidated Statements of Cash [removed: Flows](#sEEF1EBB927725942AF86FC8CAEE3AB30)] [added: Flows](#i81af660a8ade45bab06f986111fcdef0_85)] | [added: | |]

| | [added: | |] [Notes to Consolidated Financial [removed: Statements](#s506DE4265B9B5D0492AABAF7992D4FA8)] [added: Statements](#i81af660a8ade45bab06f986111fcdef0_88)] | [added: | |]

| | [removed: [Item 9.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_169) [9](#i81af660a8ade45bab06f986111fcdef0_169)[.] Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s7A998524FF2D5396A269DB559C404567)] [added: Disclosure](#i81af660a8ade45bab06f986111fcdef0_169)] | [added: | |]

| | [removed: [Item 9A.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_172) [9](#i81af660a8ade45bab06f986111fcdef0_172)[A.] Controls and [removed: Procedures](#sD58728DBE7405ACF9A0C4DC90F07E0B5)] [added: Procedures](#i81af660a8ade45bab06f986111fcdef0_172)] | [added: | |]

| | [removed: [Item 9B.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_175) [9](#i81af660a8ade45bab06f986111fcdef0_175)[B.] Other [removed: Information](#s43DF2E939808580FAE1E4C8F75C50350)] [added: Information](#i81af660a8ade45bab06f986111fcdef0_175)] | [added: | |]

| [PART [removed: III](#sDD5A6EC21CA65C1B88717F2BBD988A13)] [added: III](#i81af660a8ade45bab06f986111fcdef0_178)] | | [added: | | | |]

| | [removed: [Item 10.] [added: | | [Item](#i81af660a8ade45bab06f986111fcdef0_181) [10](#i81af660a8ade45bab06f986111fcdef0_181)[.] Directors, Executive Officers and Corporate [removed: Governance](#s8BE5F00B24A25B8DA6BF0DC9BD03E42B)] [added: Governance](#i81af660a8ade45bab06f986111fcdef0_181)] | [added: | |]

| | [added: | |] [Item [removed: 11.] [added: 1](#i81af660a8ade45bab06f986111fcdef0_184)[1](#i81af660a8ade45bab06f986111fcdef0_184)[.] Executive [removed: Compensation](#sDAFBC260F8695CBA82B826EDCADB2032)] [added: Compensation](#i81af660a8ade45bab06f986111fcdef0_184)] | [added: | |]

| | [added: | |] [Item [removed: 12.] [added: 1](#i81af660a8ade45bab06f986111fcdef0_187)[2](#i81af660a8ade45bab06f986111fcdef0_187)[.] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sD7D1266D80755FF584C8763E7596DC6D)] [added: Matters](#i81af660a8ade45bab06f986111fcdef0_187)] | [added: | |]

| | [added: | |] [Item [removed: 13.] [added: 1](#i81af660a8ade45bab06f986111fcdef0_190)[3](#i81af660a8ade45bab06f986111fcdef0_190)[.] Certain Relationships and Related Transactions, and Director [removed: Independence](#s46B0653B0B8F56F99DF55378FB9A04EC)] [added: Independence](#i81af660a8ade45bab06f986111fcdef0_190)] | [added: | |]

| | [added: | |] [Item [removed: 14.] [added: 1](#i81af660a8ade45bab06f986111fcdef0_193)[4](#i81af660a8ade45bab06f986111fcdef0_193)[.] Principal Accountant Fees and [removed: Services](#sE82BD91BD44B50EAAB62075F2DAE6AE0)] [added: Services](#i81af660a8ade45bab06f986111fcdef0_193)] | [added: | |]

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| IRELAND | | | | | | | | | | | | | | | | | | 98-1539969 | | |

Metropolitan Building, James Joyce Street, Dublin 1, Ireland D01 K0Y8

+353 1 266 6000

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Securities registered pursuant to Section 12(b) of the Act:

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| Title of each class | | | | | | Trading Symbol(s) | | | | | | Name of each exchange on which registered | | |

| Class A Ordinary Shares, $0.01 nominal value | | | | | | AON | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 4.00% Senior Notes due 2023 | | | | | | AON23 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 3.50% Senior Notes due 2024 | | | | | | AON24 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 3.875% Senior Notes due 2025 | | | | | | AON25 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 2.875% Senior Notes due 2026 | | | | | | AON26 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 4.25% Senior Notes due 2042 | | | | | | AON42 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 4.45% Senior Notes due 2043 | | | | | | AON43 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 4.60% Senior Notes due 2044 | | | | | | AON44 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon plc’s 4.75% Senior Notes due 2045 | | | | | | AON45 | | | | | | New York Stock Exchange | | |

Information Concerning Forward-Looking Statements

This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements represent management’s expectations or forecasts of future events.

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,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions, dispositions, and other significant transactions, such as the Combination, as defined in Part I, Item 1 of this report; pension obligations; cash flow and liquidity; expected effective tax rate; future actions by regulators; and the impact of changes in accounting rules.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors.

Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the Securities and Exchange Commission (the “SEC”), that could impact results include:

- changes in the competitive environment or damage to our reputation;

- fluctuations in currency exchange and interest rates that could impact our financial condition or results;

- changes in global equity and fixed income markets that could affect the return on invested assets;

- changes in the funded status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

- the level of our debt and the terms thereof reducing our flexibility or increasing borrowing costs;

- rating agency actions that could limit our access to capital and our competitive position ;

- our global tax rate being subject to a variety of different factors, which could create volatility in that tax rate;

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| ENGLAND AND WALES | | | | | | 98-1030901 |

122 LEADENHALL STREET, LONDON, ENGLAND EC3V 4AN

+44 20 7623 5500

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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Aon plc has announced a transaction that, if completed, would result in an Irish public limited company becoming a successor issuer to Aon plc for purposes of Rule 12g-3 under the Securities Exchange Act of 1934, as amended.

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| [PART I](#sE4157D7C670F5C988F8A02B12C0B3A91) | |

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| [PART II](#sCF88EA71BA6E529B91841DFAD3F880B6) | |

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| [PART IV](#s8E160FA474BC5BF89F60A8FB383309E9) | |

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| [SIGNATURES](#s0DB7AD742B135A90BE0CD19E9E15366E) | |

We maintain our corporate headquarters at [removed: 122 Leadenhall] [added: Metropolitan Building, James Joyce] Street, [removed: London, England,] [added: Dublin 1, Ireland,] where we occupy approximately [removed: 195,000] [added: 43,000] square feet of space under an operating lease agreement that expires in [removed: 2034.][added: 2032.]

| Property: | [removed: Occupied Square] [added: | | Occupied Square] Footage | | [removed: Lease Expiration] [added: | | | | Lease Expiration] Dates | [added: | |]

| 200 E. Randolph Street, Chicago, Illinois | [added: | |] 391,000 | | [added: | | | |] 2028 | [added: | |]

| 4 Overlook Point, Lincolnshire, Illinois | [added: | |] 242,000 | | [added: | | | |] 2024 | [added: | |]

| 165 Broadway, New York, New York | [added: | |] 237,000 | | [added: | | | |] 2028 | [added: | |]

See Note [removed: 10] [added: 9] “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: 2019.][added: 2020.]

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| 122 Leadenhall Street, London, England | | | 195,000 | | | | | | 2034 | | |

Due to COVID-19, the vast majority of colleagues are working remotely.

We will reoccupy our remaining offices as local mandates are lifted and once protocols are in place to ensure a safe work environment.

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The executive officers of Aon, as of February [removed: 14, 2020] [added: 19, 2021] unless otherwise noted, their business experience during a period of the last five years or longer, and their ages and positions held are set forth below.

| Name | | [added: | | | |] Age | | [added: | | | |] Position | [added: | |]

| Eric Andersen | | [removed: 55] | | [removed: Co-President.] [added: | | 56 | | | | | | President.] Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles during his more than 20 year career at Aon, including as Chief Executive Officer of Aon Risk Solutions Americas from 2011 to 2013, and Chief Executive Officer of Aon Benfield from September 2013 to May 2018. He was named an Executive Officer in February 2017. | [added: | |]

| Gregory C. Case | | [removed: 57] | | [added: | | 58 | | | | | |] Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005. 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, 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 worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. | [added: | |]

| Christa Davies | | [removed: 48] | | [added: | | 49 | | | | | |] 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. | [added: | |]

| Anthony Goland | | [removed: 60] | | [added: | | 61 | | | | | |] Chief Innovation Officer. Mr. Goland joined Aon in September 2015 as Chief Human Resources Officer and served in that position through October 2018. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, 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. | [added: | |]

| Michael Neller | | [removed: 41] | | [added: | | 42 | | | | | |] Chief Accounting Officer 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 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. | [added: | |]

| Lisa Stevens | | [added: | | | |] 50 | | [added: | | | |] Chief People Officer. Ms. Stevens joined Aon in December 2018 as Global Executive Vice President and was named as Chief People Officer in October 2019. Prior to joining Aon, Ms. Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank. | [added: | |]

| Andy Weitz | | [removed: 43] | | [added: | | 44 | | | | | |] Global Chief Marketing Officer. Mr. Weitz joined Aon in 2014 as Senior Vice President for Global Marketing and Communications. Before joining Aon, Mr. Weitz was President and CEO of the U.S. region for Hill + Knowlton Strategies, a global strategic communications consultancy. Prior to Hill + Knowlton, Mr. Weitz worked at Marsh, Inc., a global insurance brokerage, and served in various roles at Trilogy, Inc. a software company. | [added: | |]

| Darren Zeidel | | [removed: 48] | | [added: | | 49 | | | | | |] General Counsel and Company Secretary. Mr. Zeidel was named General Counsel and Company Secretary in July 2019. Prior to this Mr. Zeidel held several leadership roles with Aon, including as Deputy General Counsel immediately prior to his appointment; Global Chief Counsel - Corporate, Retirement & Investment and Health Exchanges from 2017 to 2019; and Global Chief Counsel of Aon Hewitt upon joining Aon in 2012 to 2017. Before this Mr. Zeidel worked for Honeywell, where he held business segment general counsel roles in the aerospace strategic business unit and at Honeywell UOP LLC. Mr. Zeidel began his career as an Associate in the Mergers and Acquisitions group in the New York office of Skadden, Arps, Slate, Meagher & Flom, LLP. | [added: | |]

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| John Bruno | | 54 | | Chief Operations Officer. Mr. Bruno joined Aon in September 2014 as Enterprise Innovation & Chief Information 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 self-service solutions, from 2008 to 2014, where he most recently served as Executive Vice President, Industry & Field Operations and Corporate Development. Prior to working at NCR, Mr. Bruno served in various technology positions at Goldman Sachs Group, Merrill Lynch & Co. Inc., and Symbol Technologies, Inc. |

| Michael O’Connor | | 51 | | 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 served in that role until May 2018 when he was named 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 America Insurance practices. |

On February [removed: 13, 2020,] [added: 18, 2021,] the last reported sale price of our ordinary shares as reported by the NYSE was [removed: $234.58] [added: $227.26] per share.

We have approximately [removed: 208] [added: 375] holders of record of our Class A Ordinary Shares as of February [removed: 13, 2020.][added: 18, 2021.]

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

[removed: | (1) | Does] [added: (1)Does] not include commissions or other costs paid to repurchase shares. [removed: |]

[removed: | (2) | The] [added: (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 [removed: 2014 and] [added: 2014,] June 2017, [added: and November 2020] for a total of [removed: $15.0] [added: $20.0] billion in repurchase authorizations. [removed: |]

We did not make any unregistered sales of equity in [removed: 2019.][added: 2020.]

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| 10/1/20 – 10/31/20 | | | | | | 704,343 | | | | | | $ | 205.51 | | | | | 704,343 | | | | | | $ | 918,034,066 | |

| 11/1/20 – 11/30/20 | | | | | | 1,047,119 | | | | | | $ | 199.55 | | | | | 1,047,119 | | | | | | $ | 5,709,085,686 | |

| 12/1/20 – 12/31/20 | | | | | | 2,142,958 | | | | | | $ | 208.25 | | | | | 2,142,958 | | | | | | $ | 5,262,824,022 | |

| | | | | | | 3,894,420 | | | | | | $ | 205.41 | | | | | 3,894,420 | | | | | | $ | 5,262,824,022 | |

In connection with the Ireland Reorganization, the Class A ordinary shares of Aon Global Limited were cancelled and the holders thereof were issued an aggregate of approximately 231 million Class A ordinary shares of Aon plc.

The terms and conditions of the issuance were sanctioned by the High Court of Justice in England and Wales after a hearing upon the fairness thereof at which all shareholders of Aon Global Limited had a right to appear and of which adequate notice had been given.

The issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 3(a)(10) thereof.

If the proposed Reorganization is completed, we expect the Class A Ordinary Shares of our new Irish parent company to be admitted for listing and trading on the NYSE under the trading symbol “AON.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Proposed Reorganization.”

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| 10/1/19 – 10/31/19 | | — | | | $ | — | | | — | | | $ | 2,473,632,319 | |

| 11/1/19 – 11/30/19 | | 2,280,294 | | | $ | 197.34 | | | 2,280,294 | | | $ | 2,023,632,372 | |

| 12/1/19 – 12/31/19 | | — | | | $ | — | | | — | | | $ | 2,023,632,372 | |

| | | 2,280,294 | | | $ | 197.34 | | | 2,280,294 | | | $ | 2,023,632,372 | |

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Not applicable.

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| (millions, except per share data) | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Income Statement Data | | | | | | | | | | | | | | | | | | | | |

| Total revenue from continuing operations (1) | | $ | 11,013 | | | $ | 10,770 | | | $ | 9,998 | | | $ | 9,409 | | | $ | 9,480 | |

| Net income from continuing operations | | 1,574 | | | | 1,100 | | | | 435 | | | | 1,253 | | | | 1,253 | | |

| Net income (loss) from discontinued operations | | (1 | | ) | | 74 | | | | 828 | | | | 177 | | | | 169 | | |

| Net income | | 1,573 | | | | 1,174 | | | | 1,263 | | | | 1,430 | | | | 1,422 | | |

| Less: Net income attributable to noncontrolling interests | | 41 | | | | 40 | | | | 37 | | | | 34 | | | | 37 | | |

| Net income attributable to Aon shareholders | | $ | 1,532 | | | $ | 1,134 | | | $ | 1,226 | | | $ | 1,396 | | | $ | 1,385 | |

| Basic net income per share attributable to Aon shareholders | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 6.42 | | | $ | 4.32 | | | $ | 1.54 | | | $ | 4.55 | | | $ | 4.33 | |

| Discontinued operations | | — | | | | 0.30 | | | | 3.20 | | | | 0.66 | | | | 0.60 | | |

| Net income | | $ | 6.42 | | | $ | 4.62 | | | $ | 4.74 | | | $ | 5.21 | | | $ | 4.93 | |

| Diluted net income per share attributable to Aon shareholders | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 6.37 | | | $ | 4.29 | | | $ | 1.53 | | | $ | 4.51 | | | $ | 4.28 | |

| Discontinued operations | | — | | | | 0.30 | | | | 3.17 | | | | 0.65 | | | | 0.60 | | |

| Net income | | $ | 6.37 | | | $ | 4.59 | | | $ | 4.70 | | | $ | 5.16 | | | $ | 4.88 | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | |

| Fiduciary assets (2) | | $ | 11,834 | | | $ | 10,166 | | | $ | 9,625 | | | $ | 8,959 | | | $ | 9,465 | |

| Intangible assets including goodwill | | $ | 8,948 | | | $ | 9,320 | | | $ | 10,091 | | | $ | 9,300 | | | $ | 8,795 | |

| Total assets(3) | | $ | 29,405 | | | $ | 26,422 | | | $ | 26,088 | | | $ | 26,615 | | | $ | 26,883 | |

| Long-term debt | | $ | 6,627 | | | $ | 5,993 | | | $ | 5,667 | | | $ | 5,869 | | | $ | 5,138 | |

| Non-current operating lease liabilities (3) | | $ | 944 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |

| Total equity (1) | | $ | 3,449 | | | $ | 4,219 | | | $ | 4,648 | | | $ | 5,532 | | | $ | 6,059 | |

| Class A Ordinary Shares and Other Data | | | | | | | | | | | | | | | | | | | | |

| Dividends paid per share | | $ | 1.72 | | | $ | 1.56 | | | $ | 1.41 | | | $ | 1.29 | | | $ | 1.15 | |

| At year-end: | | | | | | | | | | | | | | | | | | | | |

| Market price, per share | | $ | 208.29 | | | $ | 145.36 | | | $ | 134.00 | | | $ | 111.53 | | | $ | 92.21 | |

| Shares outstanding | | 232.1 | | | | 240.1 | | | | 247.6 | | | | 262.0 | | | | 269.8 | | |

| | |

| --- | --- |

| (1) | In the first quarter of 2018, Aon adopted new accounting guidance related to the recognition of revenue which was applied under the modified retrospective approach. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” and Note 3 “Revenue from Contracts with Customers” for further information. |

| | |

| --- | --- |

| (2) | Represents insurance premium receivables from clients and claims receivables from insurance carriers as well as cash and investments held in a fiduciary capacity. |

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| --- | --- |

| (3) | In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” and Note 10 “Lease Commitments” for further information. |

[removed: The] [added: To the] Board of Directors and Shareholders [added: of Aon plc]

Aon plc [added: is a tax resident of Ireland.]

We have audited the accompanying consolidated statement of financial position of Aon plc (the Company) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: shareholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “financial [added: statements”).]

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019, and the related notes] [added: 2020,] 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: 2019,] [added: 2020,] 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: 14, 2020,] [added: 19, 2021,] expressed an unqualified opinion thereon.

[removed: Adoption] [added: | Adoption] of [removed: New Accounting Standards][added: new accounting guidance | | | | | | — | | | | | | — | | | | | | (6) | | | | | | — | | | | | | — | | | | | | (6) | | |]

Critical Audit [removed: Matters][added: Matter]

| | [added: | |] Realizability of Deferred Tax Assets | | | | [added: | | | | | | | |]

| *Description of the Matter* | [added: | |] As discussed in Note [removed: 11] [added: 10] “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had net deferred tax assets of [removed: $446] [added: $462] million at December 31, [removed: 2019.] [added: 2020.] Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Conclusions on the realizability of the net deferred tax assets involve significant management judgment including assumptions and estimates related to the amount and timing of future taxable income. Auditing the deferred tax asset calculation and the related forecast of future taxable income was especially challenging as it involved a high degree of auditor judgment around management’s assumptions and estimates. | | | | [added: | | | | | | | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] We obtained an understanding, evaluated the design and operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s projections of future taxable income and the related assumptions. Among other audit procedures performed, we evaluated the assumptions used by the Company to develop projections of future taxable income by income tax jurisdiction and tested the completeness and accuracy of the underlying data used in the projections. For example, we inspected the growth rate used in the calculation, the estimates of the reversal of cumulative temporary differences by year and the capital and debt requirements by jurisdiction. We compared the projections of future taxable income with the actual results of prior periods, as well as management’s considerations of current industry and economic trends. Further, we involved tax subject matter professionals in the review of the information identified. | | | | [added: | | | | | | | |]

[removed: ][added: ]

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

| (millions, except per share data) | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]

| [removed: Revenue |] [added: Deferred revenue] | | | [added: 76] | | | | | | [added: 62] | | |

| Total revenue | | [added: | | | |] $ | [removed: 11,013] [added: 11,066] | | | [added: | |] $ | [removed: 10,770] [added: 11,013] | | | [added: | |] $ | [removed: 9,998] [added: 10,770] | |

| Compensation and benefits | | [removed: 6,054] | | | | [removed: 6,103] [added: 5,905] | | | | [removed: 6,003] | | [added: 6,054] | [added: | | | | | 6,103 | | |]

| Information technology | | [removed: 494] | | | | [removed: 484] [added: 444] | | | | [removed: 419] | | [added: 494] | [added: | | | | | 484 | | |]

| Premises | | [removed: 339] | | | | [removed: 370] [added: 291] | | | | [removed: 348] | | [added: 339] | [added: | | | | | 370 | | |]

| Depreciation of fixed assets | | [removed: 172] | | | | [removed: 176] [added: 167] | | | | [removed: 187] | | [added: 172] | [added: | | | | | 176 | | |]

| Amortization and impairment of intangible assets | | [removed: 392] | | | | [removed: 593] [added: 246] | | | | [removed: 704] | | [added: 392] | [added: | | | | | 593 | | |]

| Other general expense | | [removed: 1,393] | | | | [removed: 1,500] [added: 1,232] | | | | [removed: 1,272] | | [added: 1,393] | [added: | | | | | 1,500 | | |]

| Total operating expenses | | [removed: 8,844] | | | | [removed: 9,226] [added: 8,285] | | | | [removed: 8,933] | | [added: 8,844] | [added: | | | | | 9,226 | | |]

| Operating income | | [removed: 2,169] | | | | [removed: 1,544] [added: 2,781] | | | | [removed: 1,065] | | [added: 2,169] | [added: | | | | | 1,544 | | |]

| Interest income | | [removed: 8] | | | | [removed: 5] [added: 6] | | | | [removed: 27] | | [added: 8] | [added: | | | | | 5 | | |]

| Interest expense | | [removed: (307] | | [removed: )] | | [removed: (278] [added: (334)] | | [removed: )] | | [removed: (282] | | [removed: )] [added: (307)] | [added: | | | | | (278) | | |]

| Other income (expense) | | [removed: 1] | | | | [removed: (25] [added: 12] | | [removed: )] | | [removed: (125] | | [removed: )] [added: 1] | [added: | | | | | (25) | | |]

| Income from continuing operations before income taxes | | [removed: 1,871] | | | | [removed: 1,246] [added: 2,465] | | | | [removed: 685] | | [added: 1,871] | [added: | | | | | 1,246 | | |]

| Income tax expense | | [removed: 297] | | | | [removed: 146] [added: 448] | | | | [removed: 250] | | [added: 297] | [added: | | | | | 146 | | |]

| Net income from continuing operations | | [removed: 1,574] | | | | [removed: 1,100] [added: 2,017] | | | | [removed: 435] | | [added: 1,574] | [added: | | | | | 1,100 | | |]

| Net income (loss) from discontinued operations | | [removed: (1] | | [removed: )] | | [removed: 74] [added: 1] | | | | [removed: 828] | | [added: (1)] | [added: | | | | | 74 | | |]

| Net income | | [removed: 1,573] | | | | [removed: 1,174] [added: 2,018] | | | | [removed: 1,263] | | [added: 1,573] | [added: | | | | | 1,174 | | |]

| Less: Net income attributable to noncontrolling interests | | [removed: 41] | | | | [removed: 40] [added: 49] | | | | [removed: 37] | | [added: 41] | [added: | | | | | 40 | | |]

| Net income attributable to Aon shareholders | | [added: | | | |] $ | [removed: 1,532] [added: 1,969] | | | [added: | |] $ | [removed: 1,134] [added: 1,532] | | | [added: | |] $ | [removed: 1,226] [added: 1,134] | |

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

| Continuing operations | | [added: | | | |] $ | [removed: 6.42] [added: 8.49] | | | [added: | |] $ | [removed: 4.32] [added: 6.42] | | | [added: | |] $ | [removed: 1.54] [added: 4.32] | |

| Discontinued operations | | [added: | | | |] — | | | | [removed: 0.30] | | [added: —] | | [removed: 3.20] | | | [added: | 0.30 | | |]

| Net income | | [added: | | | |] $ | [removed: 6.42] [added: 8.49] | | | [added: | |] $ | [removed: 4.62] [added: 6.42] | | | [added: | |] $ | [removed: 4.74] [added: 4.62] | |

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

| Continuing operations | | [added: | | | |] $ | [removed: 6.37] [added: 8.45] | | | [added: | |] $ | [removed: 4.29] [added: 6.37] | | | [added: | |] $ | [removed: 1.53] [added: 4.29] | |

| Discontinued operations | | [added: | | | |] — | | | | [removed: 0.30] | | [added: —] | | [removed: 3.17] | | | [added: | 0.30 | | |]

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

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February 19, 2021

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| Balance at January 1, 2020 | | | | | | 232.1 | | | | | | 6,154 | | | | | | 1,248 | | | | | | (4,033) | | | | | | 74 | | | | | | 3,443 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 1,969 | | | | | | — | | | | | | 49 | | | | | | 2,018 | | |

| Shares purchased | | | | | | (8.5) | | | | | | — | | | | | | (1,763) | | | | | | — | | | | | | — | | | | | | (1,763) | | |

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| Balance at December 31, 2020 | | | | | | 225.5 | | | | | | $ | 6,314 | | | | | $ | 1,042 | | | | | $ | (3,861) | | | | | $ | 88 | | | | | $ | 3,583 | |

On April 1, 2020, a scheme of arrangement under English law was completed pursuant to which the Class A ordinary shares of Aon plc, a public limited company incorporated under the laws of England and Wales and the publicly traded parent company of Aon Global Limited, were cancelled and the holders thereof received, on a one-for-one basis, Class A ordinary shares of Aon plc, an Irish public limited company formerly known as Aon Limited (“Aon plc”), as described in the proxy statement filed with the SEC on December 20, 2019 (the “Ireland Reorganization”).

References in this report to “Aon,” the “Company,” “we,” “us,” or “our” for time periods prior to April 1, 2020 refer to Aon Global Limited.

References in the Financial Statements to “Aon,” the “Company,” “we,” “us,” or “our” for time periods on or after April 1, 2020, refer to Aon plc.

If the fair value of a reporting unit is determined to be greater than the carrying value of the reporting unit, goodwill is deemed not to be impaired and no further testing is necessary.

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flows from a recognized variable-rate asset or liability or forecasted transaction (“cash flow hedge”), and (3) a hedge of the net investment in a foreign operation (“net investment hedge”).

tangible assets for a period of time in exchange for consideration.

The adoption of this guidance had no impact on the Financial Statements.

Upon the adoption of this guidance on January 1, 2020, the Company recognized a cumulative adjustment of $6 million to decrease retained earnings.

*Financial Disclosures about Guarantors*

In March 2020, the SEC issued a final rule that amended the disclosure requirements related to certain registered securities under SEC Regulation S-X Rules 3-10 and 3-16 of Regulation S-X.

The changes are intended to provide investors with material information given the specific facts and circumstances, make disclosures easier to understand, and reduce the cost and burdens to registrants.

The final rule replaces the requirement to provide condensed consolidated financial information with a requirement to present summarized financial information of the issuers and guarantors in the registrant’s Management Discussion and Analysis section or in the financial statements and reduces the periods for which summarized financial information is presented to the most recent annual period and year-to-date interim period.

The amendments became effective January 4, 2021, with early adoption permitted.

The Company elected to early adopt the final rule in the second quarter of 2020 and elected to present these disclosures in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Different components of the guidance require retrospective, modified retrospective, or prospective adoption.

statements”).

As discussed in Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to the Consolidated Financial Statements, the Company changed its method of accounting for leases in 2019.

As discussed in Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to the Consolidated Financial Statements, the Company changed its method of accounting for revenue in 2018.

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February 14, 2020

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| Expenses | | | | | | | | | | | | |

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| Balance at January 1, 2017 | | 262.0 | | | $ | 5,580 | | | $ | 3,856 | | | $ | (3,912 | ) | | $ | 57 | | | $ | 5,581 | |

| Net income | | — | | | — | | | | 1,226 | | | | — | | | | 37 | | | | 1,263 | | |

| Shares purchased | | (18.0 | ) | | — | | | | (2,415 | | ) | | — | | | | — | | | | (2,415 | | ) |

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| Cash flows from operating activities | | | | | | | | | | | | |

| Cash provided by operating activities - discontinued operations | | — | | | | — | | | | 65 | | |

| Cash provided by operating activities | | 1,835 | | | | 1,686 | | | | 734 | | |

| Cash flows from investing activities | | | | | | | | | | | | |

| Cash used for investing activities - discontinued operations | | — | | | | — | | | | (19 | | ) |

| Cash provided by (used for) investing activities | | (229 | | ) | | 31 | | | | 2,787 | | |

| Cash flows from financing activities | | | | | | | | | | | | |

| Cash used for financing activities - discontinued operations | | — | | | | — | | | | — | | |

| Cash used for financing activities | | (1,493 | | ) | | (1,699 | | ) | | (3,265 | | ) |

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| | | |

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: 2019.][added: 2020.]

Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, [removed: 2019] [added: 2020] 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: 2019.][added: 2020.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the *Internal Control — Integrated Framework* (2013 Framework)*.* Based on this assessment, management has concluded our internal control over financial reporting is effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] 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 [removed: Over] [added: 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: 2019] [added: 2020] that have materially affected, or that are reasonably likely to materially affect, Aon’s internal control over financial reporting.

[added: To the] Board of Directors and Shareholders [added: of Aon plc]

We have audited Aon plc’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2019,] [added: 2020,] 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 statements of financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 14, 2020] [added: 19, 2021] expressed an unqualified opinion thereon.

[removed: ][added: ]

February 19, 2021

Aon plc

February 14, 2020

Information relating to Aon’s directors is set forth under the heading “Proposal 1 — Resolutions Regarding the Election of Directors” in the Proxy Statement for the [removed: 2020] [added: 2021] Annual General Meeting of Shareholders [removed: of Aon plc or, if the proposed Reorganization is completed, of the new Irish parent company, which meetings in either case are scheduled to be held on June 19, 2020] (the “Proxy Statement”) and is incorporated herein by reference.

We will provide a copy of the code of ethics without charge upon request to the Company Secretary, [removed: Aon plc, 122 Leadenhall] [added: Metropolitan Building, James Joyce] Street, [removed: London EC3V 4AN, United Kingdom.][added: Dublin 1, Ireland.]

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

| (a) | [added: | |] (1) and (2). The following documents have been included in Part II, Item 8. | | [added: | | | |]

| | [added: | |] Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements | | [added: | | | |]

| | [added: | |] Consolidated Statements of Financial Position — As of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | | [added: | | | |]

| | [added: | |] Consolidated Statements of Income — Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | [added: | | | |]

| | [added: | |] Consolidated Statements of Comprehensive Income — Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | [added: | | | |]

| | [added: | |] Consolidated Statements of Shareholders’ Equity — Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | [added: | | | |]

| | [added: | |] Consolidated Statements of Cash Flows — Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | [added: | | | |]

| | [added: | |] Notes to Consolidated Financial Statements | | [added: | | | |]

| | [added: | |] Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting | | [added: | | | |]

| (a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K) | | | | [added: | | | | | | | |]

| | [added: | |] Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | | [added: | | | | | |]

| | [added: | |] Articles of Association. | | | [added: | | | | | |]

| | [added: | |] Instruments Defining the Rights of Security Holders, Including Indentures. | | | [added: | | | | | |]

| | | [added: | | | |] 4.1* | [removed: [Amended] [added: | | [Second Amended] and Restated Indenture, dated [removed: as of] April [removed: 2, 2012,] [added: 1, 2020,] among Aon Corporation, Aon [added: plc, Aon Global Limited, Aon Global Holdings] plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the [added: Amended and Restated] Indenture, dated [removed: as of January 13, 1997, as supplemented by] [added: April 2, 2012, amending and restating] the [removed: First Supplemental] Indenture, dated [removed: as of] January 13, 1997) [removed: —] [added: -] incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to Aon’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed [removed: on] April [removed: 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d3.htm)] [added: 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex41.htm)] | [added: | |]

| | | [added: | | | |] 4.2* | [added: | |] 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. | [added: | |]

| | | [added: | | | |] 4.3* | [added: | |] 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. | [added: | |]

| | | [added: | | | |] 4.4* | [added: | |] 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. | [added: | |]

| | | [added: | | | |] 4.5* | [added: | |] 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. | [added: | |]

| | | [added: | | | |] 4.6* | [removed: [Amended] [added: | | [Second Amended] and Restated Indenture, dated [removed: as of] April [removed: 2, 2012,] [added: 1, 2020,] among Aon Corporation, Aon [added: plc, Aon Global Limited, Aon Global Holdings] plc and The Bank of New York Mellon Trust Company, [removed: N.A., as trustee] [added: N.A.] (amending and restating the [added: Amended and Restated] Indenture, dated [removed: as of] [added: April 2, 2012, amending and restating the Indenture, dated] September 10, [removed: 2010, between Aon Corporation and The Bank of New York Mellon Trust Company, N.A.) —] [added: 2010) -] incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed [removed: on] April [removed: 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d2.htm)] [added: 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex42.htm)] | [added: | |]

| | | [added: | | | |] 4.7* | [added: | |] [Form of [removed: 5.00%] [added: 6.25%] Senior Note due [removed: 2020] [added: 2040] — incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Aon’s Current Report on Form 8-K filed on September 10, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910048134/a10-17204_1ex4d3.htm)] [added: 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910048134/a10-17204_1ex4d4.htm)] | [added: | |]

| | | [removed: 4.8*] | [added: | | | 4.22* | | |] [Form of [removed: 6.25%] [added: 4.500%] Senior Note due [removed: 2040 —] [added: 2028 -] incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to Aon’s Current Report on Form 8-K filed [removed: on September 10, 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910048134/a10-17204_1ex4d4.htm)] [added: December 3, 2018.](http://www.sec.gov/Archives/edgar/data/315293/000119312518341158/d683184dex42.htm)] | [added: | |]