Aon (AON) 10-K risk factor changes: FY2021 vs FY2020

[removed: - An overall decline in economic and business activity] [added: Some of the proposals, if enacted,] could have a material adverse effect on [removed: the financial condition and] [added: our effective tax rate,] results of [removed: operations of our business.][added: operations, cash flows and financial condition.]

[removed: - Our] [added: Our] success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other [removed: professional personnel.][added: personnel.]

Readers should consider these risks in addition to the other information contained in this report because our business, financial condition, or results of operations could be materially adversely affected if any of these risks were to actually [added: 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.]

Economic downturns, volatility, or uncertainty in the broader economy or in specific markets [added: (including as a result of endemics or pandemics, climate change, political unrest, or otherwise)] may cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business or reductions in existing business.

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

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

In addition, alliances among competitors or mergers of competitors could affect our [removed: market share,] [added: business,] and some of our competitors may have or may develop a lower cost structure, adopt more aggressive pricing policies, or provide services that gain greater market acceptance than the services that we offer or develop.

They may also compete for skilled professionals, finance acquisitions, fund internal growth, and compete for [removed: market share] [added: business] more effectively than we do.

Further, new and non- traditional competitors, 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 [removed: market share.][added: business.]

This competition is further intensified by an industry trend where clients [added: elect to] engage multiple brokers to service different portions of their accounts.

[removed: A] client may claim it suffered losses due to reliance on our consulting advice, which poses risks of liability exposure and costs of defense and increased insurance premiums.

Damage to our [removed: reputation] [added: reputation, including as a result of negative perceptions or publicity regarding environmental matters, climate change, workforce diversity, pay equity, harassment, social justice, cyber security or data privacy, or our inability to meet commitments or client and stakeholder expectations with respect to such matters,] could affect the confidence of our clients, rating agencies, regulators, stockholders, employees and third parties in transactions that are important to our business adversely affecting our business, financial condition, and operating results.

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

- fluctuation in the need [removed: for] [added: for, or relevancy of,] insurance;

- 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 [removed: do] [added: may] not [removed: automatically increase with premium] [added: rise] as [removed: does] [added: much as] commission-based compensation; [removed: and]

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

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

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

Our profitability [removed: with respect to consulting engagements] is highly dependent upon our ability to control our costs and improve our efficiency.

Our profit margin, and therefore our profitability, is largely a function of the [removed: rates we are able to charge for] [added: revenue generated from] our services and the staffing costs for our personnel.

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

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

Approximately 55% of our consolidated revenue is non-U.S., attributed on the basis of where the services are performed, and [added: where products are sold, and] the exposures created can have significant currency volatility.

A decrease in the value of certain currencies relative to other currencies could place us at a [removed: competitive] [added: relative] disadvantage compared to our competitors that benefit to a greater degree from a specific exchange rate move and can, as a result, deliver services at a lower cost or receive greater revenues from such a transaction.

Operating funds available for corporate use were [removed: $1,192] [added: $836] million at December 31, [removed: 2020] [added: 2021] and are reported in Cash and cash equivalents and Short-term investments.

Of the total balance, [removed: $102] [added: $160] million was restricted to its use as of December 31, [removed: 2020.][added: 2021.]

Funds held on behalf of clients and insurers were [removed: $5.7] [added: $6.1] billion at December 31, [removed: 2020] [added: 2021] and are reported in Fiduciary assets.

As of December 31, [removed: 2020,] [added: 2021,] these long-term investments had a carrying value of [removed: $74] [added: $64] million.

In addition, contributions are generally based on statutory requirements and local funding practices, which may differ from measurements under U.S. [removed: Generally Accepted Accounting Principles (“U.S. GAAP”).][added: GAAP.]

As of December 31, [removed: 2020,] [added: 2021,] we had total consolidated debt outstanding of approximately [removed: $7.7] [added: $9.4] billion.

As of December 31, [removed: 2020,] [added: 2021,] we had two committed credit facilities outstanding.

Our senior debt ratings at December 31, [removed: 2020] [added: 2021] were A- with a stable outlook [removed: (Standard & Poor’s, or “S&P”),] [added: S&P,] BBB+ with a [removed: negative] [added: stable] outlook [removed: (Fitch, Inc., or “Fitch”),] [added: (Fitch),] and Baa2 with a stable outlook [removed: (Moody’s Investor Services, or “Moody’s”).][added: (Moody’s).]

Such changes could result from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, a change in the agency’s view of us [removed: (currently] or [removed: as a combined company after the closing of the transaction with WTW) or] our industry, or as a consequence of actions we take to implement our corporate strategies.

As a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax legislation or regulations, the continuing development of regulations and other governmental action that affect the application of such legislation, our global mix of earnings, the use of global funding structures, the tax characteristics of our income, the effect of [added: 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.]

These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets [removed: and liabilities at the date of our consolidated financial statements.]

We rely on dividends, interest, and other payments from these subsidiaries to meet our obligations for paying [added: principal and interest on outstanding debt, paying dividends to shareholders, repurchasing ordinary shares, and corporate expenses.]

Amounts related to settlement provisions are recorded in Other general expenses in the Consolidated [removed: Statements of Income.]

Additionally, our acquisitions of new businesses and our continued operational changes and entry into new jurisdictions and new service offerings increases our legal and regulatory compliance complexity, as well as the [added: type of governmental oversight to which we may be subject.]

Our continuing ability to provide insurance broking in the jurisdictions in which we operate depends on our compliance with the rules and regulations promulgated by the regulatory authorities in each of these [removed: jurisdictions.][added: jurisdictions, and our failure to adhere to these rules and regulations can expose us to fines or other sanctions.]

Services provided in our Health Solutions and [removed: Retirement] [added: Wealth] Solutions [removed: service lines] [added: businesses] are also the subject of ever-evolving government regulation, either because the services provided to our clients are regulated directly or because third parties upon whom we rely to provide services to clients are regulated, thereby indirectly affecting the manner in which we provide services to those clients.

In addition, certain discretionary services within our business, such as Human Capital, project-related work within Commercial Risk Solutions and Health Solutions, and transaction liability, may see a decrease in activity if the overall level of economic activity results in a reduction to our clients’ discretionary spending.

The

The overall tax environment in the jurisdictions in which we are or may be subject to taxes is highly uncertain and increasingly complex.

Countries around the world are considering changes in their tax laws and regulations.

In the U.S., various proposals to raise corporate income taxes are under active consideration, which could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

The OECD, a global coalition of member countries, proposed a plan to reform international taxation which includes the introduction of a global minimum tax.

There remains significant uncertainty as to if, when and how the various OECD proposals will ultimately be enacted in the various countries in which Aon is or may be subject to taxes, including the E.U. member states, and, if enacted, the extent of their impact.

and liabilities at the date of our consolidated financial statements.

Statements of Income.

Governmental and public attention to climate change and environmental matters, including new or enhanced reporting, diligence or disclosure rules and regulations, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report.

These and other rapidly changing laws, rules and regulations, may increase the cost of our compliance and risk management and otherwise impact our business, which could have a material adverse effect on our business, results of operations, and financial condition.

In addition, the shift toward a lower-carbon economy, driven by changes in laws, rules and regulations, low-carbon technology advancement, consumer sentiment, and/or liability risks, may negatively impact our business model and/or the business models of our clients.

In addition, as governments, investors and other stakeholders face additional pressures to accelerate actions to address climate change and other ESG topics, governments and other stakeholders may impose new rules or expectations causing a shift in disclosure and other behaviors that may negatively impact our business.

and regulations.

These risks include, particularly in emerging markets, the possibility

Furthermore, the U.K. formally withdrew from the E.U., commonly referred to as Brexit.

We may also become involved in disputes and litigation in connection with our efforts to retain and hire personnel, which can be disruptive to our business.

If access to underwriting markets for certain lines of coverage becomes unavailable or difficult due to the impact of climate change on the claims environment, this may have a negative impact on our clients’ access to coverage, which could in turn reduce our ability to place certain lines of coverage and negatively impact our business.

Climate change may increase the likelihood or severity of a natural or man-made disaster.

An

Non-compliance with new

Such authorization may

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.

Risks Related to Our Business

- 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.

Financial Risks

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

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.

- 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.

- 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.

- Our businesses are subject to extensive governmental regulation, which could reduce our profitability, limit our growth, or subject us to legal and regulatory actions.

Operational Risks

- 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

- We rely on complex information technology systems and networks to operate our business.

Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results.

- Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.

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.

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 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.

principal and interest on outstanding debt, paying dividends to shareholders, repurchasing ordinary shares, and corporate expenses.

type of governmental oversight to which we may be subject.

intermediaries where they may be purchasing insurance or reinsurance or other non-market related services), is commonly known as market derived income (“MDI”).

Furthermore, the U.K. formally withdrew from the E.U., commonly referred to as Brexit, and ratified a trade cooperation agreement governing its future relationship with the E.U. The agreement, which is being applied provisionally from January 1, 2021 until it is ratified by the European Parliament and the Council of the E.U., addresses trade, economic arrangements, law

Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other professional personnel.

EXECUTIVE SUMMARY OF [removed: 2020] [added: 2021] FINANCIAL RESULTS

Aon [added: plc] is a leading global professional services firm providing a broad range of risk, [removed: retirement, and health solutions underpinned by proprietary data] [added: health,] and [removed: analytics.][added: wealth solutions.]

Management [removed: continues to lead its set of initiatives designed to strengthen] [added: is focused on strengthening] Aon and [removed: unite] [added: uniting] the firm with one portfolio of capability enabled by [removed: proprietary] data and analytics and one operating model to deliver additional insight, connectivity, and efficiency.

The following is a summary of our [removed: 2020] [added: 2021] financial [removed: results from continuing operations:][added: results:]

- Revenue increased [removed: $53 million,] [added: $1.1 billion,] or [removed: 0%,] [added: 10%,] to [removed: $11,066 million] [added: $12.2 billion] in [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] reflecting [removed: 1%] [added: 9%] organic revenue [removed: growth,] [added: growth and a 2% favorable impact from foreign currency translation, partially] offset by a 1% unfavorable impact from divestitures, net of acquisitions.

- Operating expenses [removed: decreased $559 million,] [added: increased $1.8 billion,] or [removed: 6%,] [added: 22%,] to [removed: $8,285 million] [added: $10.1 billion] in [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] due primarily to a [removed: $451 million decrease] [added: $1.3 billion increase] in [removed: restructuring charges, a $138 million decrease from accelerated amortization] [added: charges] related to [removed: 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] [added: terminating] the [removed: Company, including lower travel] [added: combination with WTW] and [removed: entertainment expense,] [added: related costs, increased expenses associated with 9% organic revenue growth,] and a [removed: $42] [added: $195] million [removed: favorable] [added: unfavorable] impact from translating prior year period results at current period foreign exchange rates (“foreign currency translation”), partially offset by [removed: $123] [added: a $72] million [removed: of transaction costs] [added: decrease in amortization] related to [added: certain tradenames that were fully amortized in] the [removed: pending combination with WTW] [added: second quarter of 2020] and a [removed: $37] [added: $58] million [removed: increase] [added: decrease] in expenses related to [removed: acquisitions,] [added: divestitures,] net of [removed: divestitures.][added: acquisitions.]

The [added: decrease was driven by an] increase in operating [removed: margin from the prior year is primarily driven] [added: expenses as listed above, partially offset] by organic revenue growth of [removed: 1% and a decrease in operating expenses as listed above.][added: 9%.]

- Diluted earnings per share [removed: from continuing operations was $8.45] [added: decreased 34% to $5.55] per share during the twelve months of [removed: 2020] [added: 2021] compared to [removed: $6.37] [added: $8.45] per share for the prior year period.

We focus on four key [removed: non-GAAP] metrics [added: not presented in accordance with U.S. GAAP] that we communicate to shareholders: organic revenue [removed: growth (decline),] [added: growth,] adjusted operating [removed: margins,] [added: margin,] adjusted diluted earnings per share, and free cash [removed: flows.][added: flow.]

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

The following is our measure of performance against these four metrics [removed: from continuing operations] for [removed: 2020:][added: 2021:]

- Organic revenue [removed: growth (decline),] [added: growth,] a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue [removed: Growth (Decline),”] [added: Growth,”] was [removed: 1%] [added: 9%] in [removed: 2020,] [added: 2021,] compared to [removed: 6%] [added: 1%] organic growth in the prior year.

- Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was [removed: 28.5%] [added: 30.1%] in [removed: 2020,] [added: 2021,] compared to [removed: 27.5%] [added: 28.5%] in the prior year.

The increase in adjusted operating margin primarily reflects [removed: expense discipline, including lower travel and entertainment expense, increased operating leverage across the portfolio, and 1%] [added: 9%] organic revenue [removed: growth, partially offset by a $47 million decrease in fiduciary investment income] [added: growth] and [removed: an unfavorable] [added: a favorable] impact from foreign currency translation of [removed: $12] [added: $63] million.

- Adjusted diluted earnings per [removed: share from continuing operations,] [added: share,] a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was [removed: $9.81] [added: $12.00] per share in [removed: 2020,] [added: 2021,] an increase of [removed: $0.64] [added: $2.19] per share, or [removed: 7%,] [added: 22%,] from [removed: $9.17] [added: $9.81] per share in [removed: 2019.][added: 2020.]

The increase in adjusted diluted earnings per share primarily reflects strong operational performance and effective capital management, highlighted by [removed: $1.8] [added: $3.5] billion of share repurchase during [removed: 2020, partially offset by an unfavorable] [added: 2021, and a favorable] impact from foreign currency translation.

- Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was [removed: $2,642 million] [added: $2.0 billion] in [removed: 2020, an increase] [added: 2021, a decrease] of [removed: $1,032] [added: $597] million, or [removed: 64%,] [added: 23%,] from [removed: $1,610 million] [added: $2.6 billion] in [removed: 2019, driven by an increase of $948 million] [added: 2020, reflecting a decrease] in cash flows from [removed: operations and] [added: operations, partially offset by] a [removed: $84] [added: $4] million decrease in capital expenditures.

[removed: BUSINESS] [added: TERMINATION OF BUSINESS] COMBINATION AGREEMENT

On March 9, 2020, [removed: Aon] [added: we] and [removed: WTW,] [added: WTW] entered into a Business Combination Agreement with respect to a combination of the [removed: parties.][added: parties (the “Combination”).]

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

We continue to closely monitor the situation and [added: its impacts on] our business, liquidity, and capital planning initiatives.

We continue to be fully operational and [removed: 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 [removed: clients.][added: clients, and we have restricted or minimized access to offices where appropriate to support the health and safety of our colleagues.]

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

The impacts of the pandemic on our business operations and results of operations for the [removed: fourth quarter of 2020] [added: year ended December 31, 2021] are further described in the [removed: section] [added: sections] entitled “Review of Consolidated Results” and “Liquidity and Financial Condition” contained in Part II, Item 7 of this report.

Our consolidated results are as [removed: follow:][added: follow (in millions, except per share data):]

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

| [removed: (millions)] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Total revenue | | | | | | $ | [removed: 11,066] [added: 12,193] | | | | | $ | [removed: 11,013] [added: 11,066] | | | | | $ | [removed: 10,770] [added: 11,013] | |

| Compensation and benefits | | | | | | [removed: 5,905] [added: 6,738] | | | | | | [removed: 6,054] [added: 5,905] | | | | | | [removed: 6,103] [added: 6,054] | | |

| Information technology | | | | | | [removed: 444] [added: 477] | | | | | | [removed: 494] [added: 444] | | | | | | [removed: 484] [added: 494] | | |

| Premises | | | | | | [removed: 291] [added: 327] | | | | | | [removed: 339] [added: 291] | | | | | | [removed: 370] [added: 339] | | |

| Depreciation of fixed assets | | | | | | [removed: 167] [added: 179] | | | | | | [removed: 172] [added: 167] | | | | | | [removed: 176] [added: 172] | | |

| Amortization and impairment of intangible assets | | | | | | [removed: 246] [added: 147] | | | | | | [removed: 392] [added: 246] | | | | | | [removed: 593] [added: 392] | | |

| Other general expense | | | | | | [removed: 1,232] [added: 2,235] | | | | | | [removed: 1,393] [added: 1,232] | | | | | | [removed: 1,500] [added: 1,393] | | |

| Total operating expenses | | | | | | [removed: 8,285] [added: 10,103] | | | | | | [removed: 8,844] [added: 8,285] | | | | | | [removed: 9,226] [added: 8,844] | | |

| Operating income | | | | | | [removed: 2,781] [added: 2,090] | | | | | | [removed: 2,169] [added: 2,781] | | | | | | [removed: 1,544] [added: 2,169] | | |

| Interest income | | | | | | [removed: 6] [added: 11] | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 5] [added: 8] | | |

| Interest expense | | | | | | [removed: (334)] [added: (322)] | | | | | | [removed: (307)] [added: (334)] | | | | | | [removed: (278)] [added: (307)] | | |

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

| Income tax expense | | | | | | [removed: 448] [added: 623] | | | | | | [removed: 297] [added: 448] | | | | | | [removed: 146] [added: 297] | | |

Through our experience, global reach, and comprehensive analytics, we are better able to help clients meet rapidly changing, increasingly complex, and interconnected challenges.

We are committed to accelerating innovation to address unmet and evolving client needs, so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business.

- Operating margin decreased to 17.1% in 2021 from 25.1% in 2020.

- Due to the factors set forth above, Net income was $1.3 billion in 2021, a decrease of $0.7 billion, or 35%, from 2020.

- Cash flows provided by operating activities was $2.2 billion in 2021, a decrease of $0.6 billion, or 22%, from $2.8 billion in 2020, primarily due to the $1 billion termination fee payment and additional payments related to terminating the combination with WTW, partially offset by strong revenue growth.

BUSINESS OVERVIEW

In the third quarter of 2021, we announced a realignment of our principal service lines to the following: Commercial Risk Solutions, Reinsurance Solutions, Health Solutions, and Wealth Solutions.

Realignment to these four solution lines results in the following changes in the presentation of our principal service line reporting:

- Data & Analytic Services’ revenue and organic revenue results, which were previously reported as a separate principal service line and include Affinity, Aon Inpoint, CoverWallet, and ReView, are included within Commercial Risk Solutions.

- Human Capital, which was previously reported within Retirement Solutions, is included within Health Solutions’ revenue and organic revenue results.

- Wealth Solutions includes revenue and organic revenue results for all businesses previously reported within Retirement Solutions, excluding Human Capital.

The changes in the solution line structure affects only the manner in which our revenue and organic revenue results for our principal service lines were previously reported and have no impact our previously reported Consolidated Financial Statements, results of operations, or total organic revenue growth.

We continue to operate as one segment that includes all of our operations.

See the “Principal Products and Services” section in Part I, Item 1 of this report for information on each of the four principal service lines.

On June 16, 2021, the DOJ filed a civil antitrust lawsuit against the Company and WTW in the United States District Court for the District of Columbia seeking to enjoin the Combination.

On July 26, 2021, the Company and WTW mutually agreed to terminate the Business Combination Agreement (the “Termination Agreement”).

Pursuant to the Termination Agreement, the Business Combination Agreement was terminated and a termination fee of $1 billion (the “Termination Fee”) was paid to WTW.

Following the termination, the lawsuit by the DOJ was dismissed.

Aon Corporation, a subsidiary of Aon plc, paid the Termination Fee to WTW on July 27, 2021, reflecting that U.S. business services provided by Aon Corporation and its subsidiaries were the primary focus of the DOJ’s challenge to our proposed combination.

The Termination Fee was paid to defend the existing U.S. business of Aon Corporation and to avoid additional remedy divestitures of critical Aon Corporation business segments in the U.S. and the continuing delay and uncertainty in completing the combination.

COVID-19 PANDEMIC

The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption and volatility, although in recent months progress has been made in the development and distribution of vaccines, contributing to overall improved economic conditions globally, despite recent developments as a result of the Delta and Omicron variants.

While we continue to focus on managing our cash flow to meet liquidity needs, our results of operations, particularly with respect to our more discretionary revenues, may be adversely affected.

However, for the year ended December 31, 2021, the impacts of COVID-19 on our business results have lessened and we have seen overall strength across the firm.

We continue to monitor the situation closely.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

For many companies, the management of ESG risks and opportunities has become increasingly important.

Aon offers a wide range of consulting and advisory solutions designed to address and manage ESG issues for clients.

We view ESG risks as presenting an important opportunity to help clients and improve our impact on ESG matters.

| Income before income taxes | | | | | | 1,931 | | | | | | 2,466 | | | | | | 1,870 | | |

Total revenue increased $1.1 billion, or 10%, to $12.2 billion in 2021, compared to $11.1 billion in 2020.

*Commercial Risk Solutions* revenue increased $774 million, or 13%, to $6.6 billion in 2021, compared to $5.9 billion in 2020.

Organic revenue growth was 11% in 2021, reflecting growth across every major geography, driven by strong new business generation, retention, and management of the renewal book portfolio.

Strength in retail brokerage was highlighted by double-digit growth in the U.S., Latin America, and Asia.

Results also reflect growth in the more discretionary portions of the business, including double-digit growth in transaction solutions and project-related work.

*Reinsurance Solutions* revenue increased $183 million, or 10%, to $2.0 billion in 2021, compared to $1.8 billion in 2020.

*Health Solutions* revenue increased $87 million, or 4%, to $2.2 billion in 2021, compared to $2.1 billion in 2020.

Organic revenue growth was 10% in 2021 driven by double-digit growth in human capital due to growth in both rewards and assessments solutions.

In health and benefits brokerage, solid growth globally in the core was driven by strong retention and management of the renewal book portfolio, as well as growth in the more discretionary portions of the business, including double-digit growth in voluntary benefits and enrollment solutions and project-related work.

*Wealth Solutions* revenue increased $85 million, or 6%, to $1.4 billion in 2021, compared to $1.3 billion in 2020.

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

- Due to the factors set forth above, net income from continuing operations was $2,017 million in 2020, an increase of $443 million, or 28%, from 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 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.

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.

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

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.

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 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.

While the ultimate public health and economic impact of the COVID-19 pandemic is highly uncertain, we expect that our business operations and results of operations, including our net revenues, earnings, and cash flows, will be adversely impacted, depending on the duration and severity of the downturn, as well as governmental or other regulatory policies and actions that may impact our business or operations.

Our revenues can be generalized into two categories: core and more discretionary arrangements.

Core revenues tend to be highly-recurring and non-discretionary, where the services are typically regulated, required, or necessary costs of managing the risk of doing business.

As expected, in the fourth quarter of 2020 our core revenues did not experience a significant decrease due to the impacts of COVID-19; however, if the economic downturn becomes more severe, we expect that certain services within our core business may be negatively impacted as well.

More discretionary revenues tend to include project-related services, where as expected, in the fourth quarter of 2020 we saw an impact from decreases in revenue due to the impacts of COVID-19.

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| Income from continuing operations before income taxes | | | | | | 2,465 | | | | | | 1,871 | | | | | | 1,246 | | |

| Net income from continuing operations | | | | | | 2,017 | | | | | | 1,574 | | | | | | 1,100 | | |

| Net income (loss) from discontinued operations | | | | | | 1 | | | | | | (1) | | | | | | 74 | | |

| Continuing operations | | | | | | $ | 8.45 | | | | | $ | 6.37 | | | | | $ | 4.29 | |

At December 31, [removed: 2020,] [added: 2021,] 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: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

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: $28] [added: $48] million and [removed: $14] [added: $10] million at December 31, [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] respectively.

If we were to translate prior year results at current year exchange rates, diluted earnings per share would have [removed: an unfavorable $0.03] [added: a favorable $0.17] impact during the [removed: twelve months] [added: year] ended December 31, [removed: 2020.][added: 2021.]

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 [removed: an unfavorable $0.04] [added: a favorable $0.23] impact during the [removed: twelve months] [added: year] ended December 31, [removed: 2020] [added: 2021] if we were to translate prior year results at current quarter exchange rates.

A hypothetical, instantaneous parallel decrease in the year-end yield curve of 100 [removed: basis points] [added: BPS] would cause a decrease, net of derivative positions, of [removed: $58] [added: $64] million to each of [removed: 2021 and] 2022 [added: and 2023] pretax income.

A corresponding increase in the year-end yield curve of 100 [removed: basis points] [added: BPS] would cause an increase, net of derivative positions, of [removed: $58] [added: $64] million to each of [removed: 2021 and] 2022 [added: and 2023] pre-tax income.

We have long-term debt outstanding, excluding the current portion, with a fair market value of [removed: $8.8] [added: $9.2] billion and [removed: $7.4] [added: $8.8] billion as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] respectively.

The fair value was greater than the carrying value by [removed: $1,471 million] [added: $0.9 billion] at December 31, [removed: 2020,] [added: 2021,] and [removed: $815 million] [added: $1.4 billion] greater than the carrying value at December 31, [removed: 2019.][added: 2020.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of [removed: 7%] [added: 8%] or an increase of [removed: 8%,] [added: 9%,] respectively, at December 31, [removed: 2020.][added: 2021.]

Our clients are [removed: globally diversified] [added: in over 120 countries] and include all market segments and almost every [removed: industry in over 120 countries and sovereignties.][added: industry.]

The Company 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, [removed: retirement, and] health [added: and wealth] through [removed: five] [added: four] principal products and services: Commercial Risk Solutions, Reinsurance Solutions, [removed: Retirement Solutions,] Health Solutions, and [removed: Data & Analytic Services.][added: Wealth Solutions.]

In [removed: 2020,] [added: 2021,] our consolidated total revenue was [removed: $11,066] [added: $12,193] million.

This includes [removed: $4,690] [added: $6,635] million in Commercial Risk Solutions, [removed: $1,814] [added: $1,997] million in Reinsurance Solutions, [removed: $1,753 million in Retirement Solutions, $1,655] [added: $2,154] million in Health Solutions, and [removed: $1,171] [added: $1,426] million in [removed: Data & Analytic Services,] [added: Wealth Solutions,] before intercompany eliminations.

*Commercial Risk Solutions* includes retail brokerage, [removed: cyber] [added: specialty] solutions, global risk [removed: consulting,] [added: consulting] and [removed: captives.][added: captives management, and Affinity programs.]

*Reinsurance Solutions* includes treaty [removed: and] [added: reinsurance,] facultative [removed: reinsurance] [added: reinsurance,] and capital markets.

Retirement consulting specializes in providing [removed: organizations] [added: clients] across the globe with strategic design consulting on their retirement programs, actuarial services, and risk management, including pension de-risking, governance, integrated pension [removed: administration,] [added: administration] and legal and compliance consulting.

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

[removed: Within investment consulting, our] [added: 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.

[removed: It partners] [added: We partner] with clients to deliver our scale and experience to help them effectively manage their investments, risk, and governance and potentially lower costs.

*Health Solutions* includes [removed: health] [added: consulting] and [added: brokerage, voluntary] benefits [removed: brokerage] and [removed: health care exchanges.][added: enrollment solutions, and human capital solutions.]

The principal is segregated and not available for general operating purposes, although we [added: may] earn interest on these accounts.

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

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

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

Regulatory authorities in the [removed: countries and states in the] U.S. [added: and most other countries] in which our operating subsidiaries conduct business may require [removed: individual or company] [added: individuals, entities and related service providers to obtain a license from a government agency, including (but not limited to)] licenses to [removed: act] [added: operate] as [added: insurance] producers, brokers, agents, [removed: third-party administrators, managing general agents,] [added: and consultants,] reinsurance [removed: intermediaries,] [added: brokers] or [removed: adjusters.][added: managing general agents.]

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

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

No one client accounted for more than 2% of our consolidated total revenues in [removed: 2020.][added: 2021.]

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: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] we employed approximately 50,000 employees and conducted our operations in more than 120 countries and [removed: sovereignties.][added: territories.]

[removed: We know that our] [added: 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 [removed: Colleague Mission] [added: Inclusive People Leadership strategy] is a central part of our Aon United Blueprint and is a key enabler to realizing our aspirations and purpose as a firm.

We invest significant resources to develop the talent needed to remain at the forefront of innovation and make Aon an attractive [removed: employment destination.][added: employer.]

[removed: To make sure colleagues] [added: Colleagues] are [removed: on the right track for their career path, colleagues] [added: invited to] complete a variety of curricula to meet their career stage [removed: goals.][added: goals and developmental needs.]

We provide our colleagues what they need to learn, grow, and become the leaders our clients [removed: seek, and our communities need.][added: seek.]

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

[removed: Our] [added: Aon’s investment in technology and] use of virtual based learning and development programs during the [removed: COVID-19] pandemic has allowed us to continue these efforts despite [removed: most] [added: much] of our workforce [removed: being] [added: remaining] virtual during [removed: 2020.][added: 2021.]

[removed: 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 [removed: Groups, which] [added: Groups] are our independent, voluntary, non-profit associations that provide input, take action, and help identify opportunities for our firm to further its [removed: diversity, equity] [added: diversity] and inclusion commitments.

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

The pulse [removed: check] surveys for [removed: 2020 have been] [added: 2021 were] focused on topics such as manager and leadership support, especially in how we serve [removed: clients;] [added: clients,] colleague well-being, inclusion and [removed: diversity;] [added: diversity,] and [removed: the Aon United Blueprint.][added: performance & rewards.]

[removed: This] [added: Aon’s workforce] 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 [added: the “Risk Factors” section in] Part I, Item [removed: 1A.][added: 1A of this report.]

[removed: Our compensation programs, including salary, recognition, cash and equity incentives, connect to our formal performance management and career development approach and] [added: These programs] serve to reward colleagues for their impact both in what they accomplish for clients, colleagues, and shareholders and how they achieve those results.

[removed: The] [added: Our] commitment [added: to I&D] starts [removed: at] [added: from] the top with our Board of [removed: Directors and the standing Inclusion and Diversity Sub-Committee of the Board.][added: Directors, including its I&D Sub-Committee.]

Our Global Inclusive Leadership Council is [removed: chaired] [added: sponsored] by our Chief Executive Officer and Chief People Officer.

Regional Inclusive Leadership Councils and [added: our Executive Leadership Teams drive actions to increase the diversity of our teams, and] colleague-led Business Resource Groups support execution and provide additional opportunities for colleagues to [removed: lead the firm to achieve a truly] [added: enhance our] inclusive environment.

Aon's two-year Apprenticeship Program, which was implemented in the [removed: U.S. and] U.K. [added: and U.S.] in [removed: 2017] [added: 2012] and [removed: 2012,] [added: 2017,] respectively, serves as an alternate route into a permanent role that normally requires a specific degree or professional [removed: experience by providing motivated, high-potential individuals with the required training (on the job and in the classroom), professional skills development, mentorship, and experiential learning to bridge the gap.][added: experience.]

Over [removed: 290] [added: 440] Aon apprentices have been hired since the inception of the program across the U.S. and U.K. Both programs are certified apprenticeship programs, by the Department of Labor in the U.S. and the Department of Education in the U.K. In [removed: 2020] [added: 2021,] we [removed: announced] [added: expanded] our [removed: commitment to expand this] [added: U.S.] program to include additional U.S. cities outside of Chicago's metropolitan area to the following six metropolitan areas hiring over 100 [removed: apprentices:] [added: apprentices and partnering with seven additional community colleges:] Houston, Minneapolis, New York, Philadelphia, San Francisco, and Washington, DC.

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

Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm providing a broad range of risk, health, and wealth solutions.

Through our experience, global reach, and comprehensive analytics, we are better able to help clients meet rapidly changing, increasingly complex, and interconnected challenges.

We are committed to accelerating innovation to address unmet and evolving client needs, so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business.

Management is focused on strengthening Aon and uniting the firm with one portfolio of capability enabled by data and analytics and one operating model to deliver additional insight, connectivity, and efficiency.

In retail brokerage, our dedicated teams of risk professionals utilize comprehensive analytics capabilities and insights providing clients with risk advice for their organizations.

We utilize Aon’s differentiated capabilities in industry sector- and segment-specific approaches to risk transfer options and deliver them through a variety of channels including bespoke solutions for complex needs, structured solutions for mid-market and small and medium-sized enterprises, and digital distribution including CoverWallet.

Our specialty-focused organizational structure includes financial and professional lines, cyber, surety and trade credit, crisis management, transaction liability, and intellectual property.

We develop market leading insights on the most efficient risk transfer vehicles for clients in today’s complex and integrated risk environment to enable clients to make better decisions.

Global risk consulting and captive management is a global leader in supporting better management of companies’ risk profiles by identifying and quantifying the risks they face, mapping out optimal risk mitigation, retention and transfer solutions and thus enabling them to be more informed to make better decisions for their businesses.

Affinity programs include development, marketing, and administration of customized and targeted insurance programs, facilities, and other structured solutions, including Aon Client Treaty.

We collaborate with sponsors and other privileged distribution channels through which Aon can deliver differentiated, highly targeted, and highly valuable solutions for unique risk solutions.

Consulting and brokerage develops and implements innovative, customized health and benefits strategies for clients of all sizes across industries and geographies to manage risk, drive engagement, and strengthen the workforce through improved health and well-being.

We partner with insurers and other strategic partners to develop and implement new and innovative solutions and leverage world-class analytics and technology to help clients make informed decisions and manage healthcare outcomes.

Consulting and brokerage also advises multinational companies on global benefits, including insurance placement across more than 120 countries, program design and management, financing optimization, and enhanced employee experience, as well as assists in navigating global regulatory and compliance requirements in countries in which they operate.

Voluntary benefits and enrollment solutions designs and delivers innovative voluntary consumer benefits that improve an employer’s total rewards strategy and positively impacts their employees’ financial and overall well-being.

We leverage our proprietary digital platform to provide efficient enrollment strategies through an effective combination of data, analytics, and tailored products.

Multi-channel and targeted communications solutions increase consumer benefit knowledge and enhance engagement.

Our human capital team delivers data, analytics, and advice to business leaders so they can make better workforce decisions and align their business and people strategies.

We support clients across the full employee lifecycle, including talent assessment and selection, compensation benchmarking, total rewards strategy optimization, workforce analytics and benchmarking, workforce resilience planning, human capital integration in transaction situations, Corporate Governance, ESG consulting and strategic employee communication.

*Wealth Solutions* includes retirement consulting, pension administration, and investments consulting.

We also help organizations manage their balance sheet volatility.

Retirement consulting and pension administration leverage Aon’s pension expertise to deliver high-quality integrated retirement services.

Our customized services include outsourcing, co-sourcing and in-sourcing options.

Our partnership-driven model is powered by deep pension experience and enabled with smart technology.

We believe in the power of connecting participants to experts to make better informed and smarter decisions about their wealth.

Funds Held on Behalf of Clients

Certain jurisdictions issue licenses only to resident entities or individuals.

In such jurisdictions, if the Company has no licensed subsidiary, we may maintain arrangements with residents or business entities licensed to act in such jurisdiction.

Such arrangements are subject to an internal review and approval process.

*Our Culture*

Our culture is driven by our values – committed as one firm to our purpose, united through trust as one inclusive, diverse team, and passionate about making our colleagues and clients successful.

Our Delivering Aon United strategy defines how Aon colleagues work together to deliver value to clients, setting a new standard for client leadership.

Delivering Aon United is brought to life through our common client value creation model which scales strategies from across the firm to bring the best of Aon to clients.

At Aon, all colleagues are called upon to be leaders in embracing and modelling our Aon United values and behaviors.

Inclusive People Leadership at Aon ensures that all colleagues – at every stage of their career journey – are equipped and motivated to deliver on our purpose and able to achieve their full potential.

While the COVID-19 pandemic changed how our colleagues work and collaborate, it did not slow us down.

We use a variety of channels to facilitate open, on-going, and direct communication with colleagues.

These channels include open forums and town halls with executives, surveys, and engagement through our Business Resource Groups.

This outreach effort allows us to gather insights more rapidly and take timely action to address feedback.

Our current practice is to conduct pulse surveys with subsets of the overall colleague population approximately six to eight times per year on timely or targeted issues, as well as an annual all-colleague engagement survey.

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

Our strategy is to be the preeminent professional services firm in the world, focused on risk and people.

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.

In retail brokerage, our team of expert risk advisors applies a client-focused approach to commercial risk products and services that leverage Aon’s global network of resources, industry-leading data and analytics, and specialized expertise.

Cyber solutions is one of the industry’s premier resources in cyber risk management.

Our strategic focus extends to identify and protect critical digital assets supported by best-in-class transactional capabilities, enhanced coverage expertise, deep carrier relationships, and incident response expertise.

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

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.

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

*Retirement Solutions* includes core retirement, investment consulting, and human capital.

Human capital delivers advice and solutions that help clients accelerate business outcomes by improving the performance of their people including, assessment, optimized deployment, and the design, alignment, and benchmarking of compensation to business strategy and performance outcomes.

Health and benefits brokerage partners with employers to develop innovative, customized benefits strategies that help manage risk, drive engagement, and promote accountability.

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

We seek outcomes of reduced employer costs, risk, and volatility, alongside greater coverage and plan choices for individual participants.

*Data & Analytic Services* includes Affinity, Aon Inpoint, CoverWallet, and ReView.

Affinity specializes in developing, marketing and administering customized insurance programs and specialty market solutions for Affinity organizations and their members or affiliates.

Aon Inpoint draws on the Global Risk Insight Platform, one of Aon’s proprietary databases, and is dedicated to making insurers, reinsurers.

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.

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

Fiduciary Funds

We also compete

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

The operating terms may vary according to the licensing requirements of the particular country or state, which may require, among other things, that a firm operates in the country or state through a local corporation.

In a few countries and states, licenses may be issued only to individual residents or locally owned business entities.

In such cases, our subsidiaries either have such licenses or have arrangements with residents or business entities licensed to act in the country or state.

*Aon United, Our Culture and Human Capital Strategy*

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.

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.

We hereby incorporate by reference Note [removed: 16] [added: 15] “Claims, Lawsuits, and Other Contingencies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

| FOR THE FISCAL YEAR ENDED | | | | | | | | | [removed: DECEMBER] [added: December] 31, [removed: 2020] [added: 2021] | | |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $44,593,079,186] [added: $53,867,751,208] based on the closing sales price as reported on the New York Stock Exchange — Composite Transaction Listing.

Number of the registrant’s Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of February [removed: 18, 2021: 225,984,346.][added: 17, 2022: 213,944,460.]

Portions of the registrant’s proxy statement for its [removed: 2021] [added: 2022] Annual General Meeting of Shareholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14.

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 [removed: transactions, such as] [added: transactions or] the [removed: Combination, as defined in Part I, Item 1 of this report;] [added: termination thereof;] pension obligations; cash flow and liquidity; expected effective tax rate; [added: potential changes in laws or] future actions by regulators; and the impact of changes in accounting rules.

- rating agency actions that could limit our access to capital and our competitive [removed: position ;][added: position;]

- the impact of legal proceedings and other contingencies, including those arising from [added: acquisition or disposition transactions,] errors and omissions and other claims against us;

- the impact of any regulatory investigations brought in Ireland, the United Kingdom (the “U.K.”), the United States (the [removed: “U.S”).][added: “U.S.”).]

- general economic and political conditions in the countries in which we do business around the world, including the withdrawal of the U.K. from the European Union (the [removed: “E.U.”)][added: “E.U.”);]

- the effects of natural or man-made disasters, including the effects of the COVID-19 and other health [removed: pandemics;][added: pandemics and the impacts of climate change;]

- the potential for a system or network disruption or breach to result in operational interruption or improper disclosure of confidential, personal, or proprietary [removed: data;][added: data, and resulting damage to our reputation;]

- the extent to which we are exposed to certain risks, including lawsuits, related to our actions we may take in [removed: acting in a] being responsible for making decisions on behalf of clients in our investment consulting business or in other advisory services that we currently provide, or will provide in the future;

- our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings; [added: and]

- the effects of Irish law on our operating flexibility and the enforcement of judgments against [removed: us; and][added: us.]

| | | | [Item 1. [removed: Business](#i81af660a8ade45bab06f986111fcdef0_13)] [added: Business](#iecf3957af2144a998ca6b4bba02afeca_16)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i81af660a8ade45bab06f986111fcdef0_16)] [added: Factors](#iecf3957af2144a998ca6b4bba02afeca_19)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i81af660a8ade45bab06f986111fcdef0_19)] [added: Comments](#iecf3957af2144a998ca6b4bba02afeca_22)] | | |

| | | | [Item 2. [removed: Properties](#i81af660a8ade45bab06f986111fcdef0_22)] [added: Properties](#iecf3957af2144a998ca6b4bba02afeca_25)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i81af660a8ade45bab06f986111fcdef0_25)] [added: Proceedings](#iecf3957af2144a998ca6b4bba02afeca_28)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosure](#i81af660a8ade45bab06f986111fcdef0_28)] [added: Disclosure](#iecf3957af2144a998ca6b4bba02afeca_31)] | | |

| | | | [Item 5. Market for [removed: Registrant](#i81af660a8ade45bab06f986111fcdef0_37)[’](#i81af660a8ade45bab06f986111fcdef0_37)[s] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i81af660a8ade45bab06f986111fcdef0_37)] [added: Securities](#iecf3957af2144a998ca6b4bba02afeca_40)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_43) [7](#i81af660a8ade45bab06f986111fcdef0_43)[.] [added: [Item 7.] Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i81af660a8ade45bab06f986111fcdef0_43)] [added: Operations](#iecf3957af2144a998ca6b4bba02afeca_46)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_61) [7](#i81af660a8ade45bab06f986111fcdef0_61)[A.] [added: [Item 7A.] Quantitative and Qualitative Disclosures About Market [removed: Risk](#i81af660a8ade45bab06f986111fcdef0_61)] [added: Risk](#iecf3957af2144a998ca6b4bba02afeca_64)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_64) [8](#i81af660a8ade45bab06f986111fcdef0_64)[.] [added: [Item 8.] Financial Statements and Supplementary [removed: Data](#i81af660a8ade45bab06f986111fcdef0_64)] [added: Data](#iecf3957af2144a998ca6b4bba02afeca_67)] | | |

| | | | [Aon plc Consolidated Statements of [removed: Income](#i81af660a8ade45bab06f986111fcdef0_67)] [added: Income](#iecf3957af2144a998ca6b4bba02afeca_70)] | | |

| | | | [Aon plc Consolidated Statements of Comprehensive [removed: Income](#i81af660a8ade45bab06f986111fcdef0_70)] [added: Income](#iecf3957af2144a998ca6b4bba02afeca_73)] | | |

| | | | [Aon plc Consolidated Statements of Financial [removed: Position](#i81af660a8ade45bab06f986111fcdef0_73)] [added: Position](#iecf3957af2144a998ca6b4bba02afeca_76)] | | |

| | | | [Aon plc Consolidated Statements of Cash [removed: Flows](#i81af660a8ade45bab06f986111fcdef0_85)] [added: Flows](#iecf3957af2144a998ca6b4bba02afeca_82)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i81af660a8ade45bab06f986111fcdef0_88)] [added: Statements](#iecf3957af2144a998ca6b4bba02afeca_85)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_169) [9](#i81af660a8ade45bab06f986111fcdef0_169)[.] [added: [Item 9.] Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i81af660a8ade45bab06f986111fcdef0_169)] [added: Disclosure](#iecf3957af2144a998ca6b4bba02afeca_148)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_172) [9](#i81af660a8ade45bab06f986111fcdef0_172)[A.] [added: [Item 9A.] Controls and [removed: Procedures](#i81af660a8ade45bab06f986111fcdef0_172)] [added: Procedures](#iecf3957af2144a998ca6b4bba02afeca_151)] | | |

| | | | [removed: [Item](#i81af660a8ade45bab06f986111fcdef0_181) [10](#i81af660a8ade45bab06f986111fcdef0_181)[.] [added: [Item 10.] Directors, Executive Officers and Corporate [removed: Governance](#i81af660a8ade45bab06f986111fcdef0_181)] [added: Governance](#iecf3957af2144a998ca6b4bba02afeca_160)] | | |

| | | | [Item [removed: 1](#i81af660a8ade45bab06f986111fcdef0_187)[2](#i81af660a8ade45bab06f986111fcdef0_187)[.] [added: 12.] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i81af660a8ade45bab06f986111fcdef0_187)] [added: Matters](#iecf3957af2144a998ca6b4bba02afeca_166)] | | |

| | | | [Item [removed: 1](#i81af660a8ade45bab06f986111fcdef0_190)[3](#i81af660a8ade45bab06f986111fcdef0_190)[.] [added: 13.] Certain Relationships and Related Transactions, and Director [removed: Independence](#i81af660a8ade45bab06f986111fcdef0_190)] [added: Independence](#iecf3957af2144a998ca6b4bba02afeca_169)] | | |

| | | | [Item [removed: 1](#i81af660a8ade45bab06f986111fcdef0_193)[4](#i81af660a8ade45bab06f986111fcdef0_193)[.] [added: 14.] Principal Accountant Fees and [removed: Services](#i81af660a8ade45bab06f986111fcdef0_193)] [added: Services](#iecf3957af2144a998ca6b4bba02afeca_172)] | | |

| | | | [Item [removed: 1](#i81af660a8ade45bab06f986111fcdef0_199)[5](#i81af660a8ade45bab06f986111fcdef0_199)[.] [added: 15.] Exhibits and Financial Statement [removed: Schedules](#i81af660a8ade45bab06f986111fcdef0_199)] [added: Schedules](#iecf3957af2144a998ca6b4bba02afeca_178)] | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031 | | | | | | AON31 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031 | | | | | | AON31A | | | | | | New York Stock Exchange | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051 | | | | | | AON51 | | | | | | New York Stock Exchange | | |

- our ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate proposed transactions;

| [PART I](#iecf3957af2144a998ca6b4bba02afeca_13) | | | | | |

| [PART II](#iecf3957af2144a998ca6b4bba02afeca_37) | | | | | |

| | | | [Item 6. \[Reserve\]](#iecf3957af2144a998ca6b4bba02afeca_43) | | |

| | | | [Item 9B. Other Information](#iecf3957af2144a998ca6b4bba02afeca_154) | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevents Inspections](#iecf3957af2144a998ca6b4bba02afeca_1496) | | |

| [PART III](#iecf3957af2144a998ca6b4bba02afeca_157) | | | | | |

| | | | [Item 11. Executive Compensation](#iecf3957af2144a998ca6b4bba02afeca_163) | | |

| [PART IV](#iecf3957af2144a998ca6b4bba02afeca_175) | | | | | |

| | | | [Item 16. Form 10-K Summary](#iecf3957af2144a998ca6b4bba02afeca_1503) | | |

| | | | | | |

| [SIGNATURES](#iecf3957af2144a998ca6b4bba02afeca_181) | | | | | |

The below definitions apply throughout this report unless the context requires otherwise:

| | | | | | |

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

| Term | | | Definition | | |

| ABO | | | Accumulated Benefit Obligation | | |

| AGI | | | Allianz Global Investors U.S. LLC | | |

| ASC | | | Accounting Standards Codification | | |

| BPS | | | Basis Points | | |

| CCC | | | Christchurch City Council | | |

| CODM | | | Chief Operating Decision Maker | | |

| CPI | | | Consumer Price Index | | |

| DCF | | | Discounted Cash Flow | | |

| DOJ | | | Department of Justice | | |

| E&O | | | Errors and Omissions | | |

| EBITDA | | | Earnings before Interest, Taxes, Depreciation, and Amortization | | |

| ERISA | | | Employee Retirement Income Security Act of 1974 | | |

| ESG | | | Environmental, Social, Corporate Governance | | |

| E.U. | | | European Union | | |

| FASB | | | Financial Accounting Standards Board | | |

| FCA | | | Financial Conduct Authority | | |

| FINRA | | | Financial Industry Regulatory Authority | | |

| Fitch | | | Fitch, Inc. | | |

| GAAP | | | Generally Accepted Accounting Principles | | |

| GILTI | | | Global Intangible Low-Tax Income | | |

| HSR Act | | | Hart-Scott-Rodino Antitrust Improvements Act | | |

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

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

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

| Title of Each Class | | | | | | | | | | | | | | | Trading Symbol | | | Name of Each Exchange on Which Registered | | |

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

- damage to our reputation among clients, colleagues, markets or third parties;

- risks and uncertainties associated with the Combination, including our ability to obtain the requisite approvals of, to satisfy the other conditions to, or to otherwise complete, the Combination on the expected time frame, or at all, the occurrence of unanticipated difficulties or costs in connection with the Combination, our ability to successfully integrate the combined companies following the Combination and our ability to realize the expected benefits from the Combination.

| [PART I](#i81af660a8ade45bab06f986111fcdef0_10) | | | | | |

| [PART II](#i81af660a8ade45bab06f986111fcdef0_34) | | | | | |

| | | | [Item 6. Selected Financial Data](#i81af660a8ade45bab06f986111fcdef0_40) | | |

| | | | [Item](#i81af660a8ade45bab06f986111fcdef0_175) [9](#i81af660a8ade45bab06f986111fcdef0_175)[B. Other Information](#i81af660a8ade45bab06f986111fcdef0_175) | | |

| [PART III](#i81af660a8ade45bab06f986111fcdef0_178) | | | | | |

| | | | [Item 1](#i81af660a8ade45bab06f986111fcdef0_184)[1](#i81af660a8ade45bab06f986111fcdef0_184)[. Executive Compensation](#i81af660a8ade45bab06f986111fcdef0_184) | | |

| [PART IV](#i81af660a8ade45bab06f986111fcdef0_196) | | | | | |

| [SIGNATURES](#i81af660a8ade45bab06f986111fcdef0_202) | | | | | |

| 200 E. Randolph Street, Chicago, Illinois | | | [removed: 391,000] [added: 312,000] | | | | | | 2028 | | |

| 4 Overlook Point, Lincolnshire, Illinois | | | [removed: 242,000] [added: 174,000] | | | | | | 2024 | | |

| 165 Broadway, New York, New York | | | [removed: 237,000] [added: 217,000] | | | | | | 2028 | | |

| 122 Leadenhall Street, London, England | | | [removed: 195,000] [added: 178,000] | | | | | | 2034 | | |

See Note [removed: 9] [added: 8] “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: 2020.][added: 2021.]

We continue to be fully operational and 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, and we have restricted or minimized access to offices where appropriate to support the health and safety of our colleagues.

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

The executive officers of Aon, as of February [removed: 19, 2021] [added: 18, 2022] 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.

| Eric Andersen | | | | | | [removed: 56] [added: 57] | | | | | | 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. [added: Mr. Andersen was appointed Co-President of the Company in May 2018 and became President in February 2020.] He was named an Executive Officer in February 2017. | | |

| Gregory C. Case | | | | | | [removed: 58] [added: 59] | | | | | | 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. | | |

| Christa Davies | | | | | | [removed: 49] [added: 50] | | | | | | 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. | | |

| Michael Neller | | | | | | [removed: 42] [added: 43] | | | | | | 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. | | |

| Lisa Stevens | | | | | | [removed: 50] [added: 52] | | | | | | Chief People [removed: Officer.] [added: Officer and Head of Global Human Capital Solutions.] 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. | | |

| Andy Weitz | | | | | | [removed: 44] [added: 45] | | | | | | [removed: 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. | | |

| Darren Zeidel | | | | | | [removed: 49] [added: 50] | | | | | | 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. | | |

| James Platt | | | | | | 50 | | | | | | Chief Operating Officer. Mr. Platt joined Aon in September 2014 as the Chief Executive Officer of Aon Inpoint and Head of Data & Analytics for Aon Risk Solutions and served in that role until December 2016. From January 2017 through June 2019, Mr. Platt served as the Chief Operating Officer of Aon Risk Solutions, and then from June 2019 through September 2020, as the Company’s Global Solution Lines Chief Operating Officer. From September 2020 to June 2021, Mr. Platt served as Aon’s Business Chief Operating Officer and was appointed Chief Operating Officer of the Company in June 2021. | | |

| Jillian Slyfield | | | | | | 49 | | | | | | Chief Innovation Officer. Ms. Slyfield joined Aon in November 2015 as an Account Executive and later served as the Resident Sales Director for San Francisco until her appointment to Managing Director, Digital Economy Practice Leader in 2018. Ms. Slyfield was appointed Chief Innovation Officer of Aon in December 2021. Prior to joining Aon in 2015, Ms. Slyfield held client executive and commercial insurance executive positions at Marsh and Wells Fargo Insurance Services. | | |

| Anthony Goland | | | | | | 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. | | |

On February [removed: 18, 2021,] [added: 17, 2022,] the last reported sale price of our ordinary shares as reported by the NYSE was [removed: $227.26] [added: $281.04] per share.

We have approximately [removed: 375] [added: 403] holders of record of our [removed: Class] [added: class] A [removed: Ordinary Shares] [added: ordinary shares] as of February [removed: 18, 2021.][added: 17, 2022.]

(2)The Repurchase Program was established in April 2012 with $5.0 billion in authorized [removed: repurchases,] [added: repurchases] and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November [removed: 2020] [added: 2020, and by $7.5 billion in authorized repurchases in February 2022] for a total of [removed: $20.0] [added: $27.5] billion in repurchase authorizations.

We did not make any unregistered sales of equity in [removed: 2020.][added: 2021.]

| 10/1/21 – 10/31/21 | | | | | | 1,305,162 | | | | | | $ | 305.71 | | | | | 1,305,162 | | | | | | $ | 3,321,244,884 | |

| 11/1/21 – 11/30/21 | | | | | | 4,004,487 | | | | | | $ | 298.47 | | | | | 4,004,487 | | | | | | $ | 2,126,024,122 | |

| 12/1/21 – 12/31/21 | | | | | | 1,372,594 | | | | | | $ | 295.62 | | | | | 1,372,594 | | | | | | $ | 1,720,253,713 | |

| | | | | | | 6,682,243 | | | | | | $ | 299.30 | | | | | 6,682,243 | | | | | | $ | 1,720,253,713 | |

| 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.

Not applicable.

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

We have audited the accompanying consolidated statement of financial position of Aon plc (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 19, 2021,] [added: 18, 2022,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 10 “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had net deferred tax assets of [removed: $462] [added: $365] million at December 31, [removed: 2020.] [added: 2021.] 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 [removed: the] [added: certain] net deferred tax assets involve significant management [removed: judgment] [added: judgement] 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 [removed: judgment] [added: judgement] around management’s assumptions and estimates. | | | | | | | | | | | |

[removed: ][added: ]

| (millions, except per share data) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Total revenue | | | | | | $ | [removed: 11,066] [added: 12,193] | | | | | $ | [removed: 11,013] [added: 11,066] | | | | | $ | [removed: 10,770] [added: 11,013] | |

| Compensation and benefits | | | | | | [removed: 5,905] [added: 6,738] | | | | | | [removed: 6,054] [added: 5,905] | | | | | | [removed: 6,103] [added: 6,054] | | |

| Information technology | | | | | | [removed: 444] [added: 477] | | | | | | [removed: 494] [added: 444] | | | | | | [removed: 484] [added: 494] | | |

| Premises | | | | | | [removed: 291] [added: 327] | | | | | | [removed: 339] [added: 291] | | | | | | [removed: 370] [added: 339] | | |

| Depreciation of fixed assets | | | | | | [removed: 167] [added: 179] | | | | | | [removed: 172] [added: 167] | | | | | | [removed: 176] [added: 172] | | |

| Amortization and impairment of intangible assets | | | | | | [removed: 246] [added: 147] | | | | | | [removed: 392] [added: 246] | | | | | | [removed: 593] [added: 392] | | |

| Other general expense | | | | | | [removed: 1,232] [added: 2,235] | | | | | | [removed: 1,393] [added: 1,232] | | | | | | [removed: 1,500] [added: 1,393] | | |

| Total operating expenses | | | | | | [removed: 8,285] [added: 10,103] | | | | | | [removed: 8,844] [added: 8,285] | | | | | | [removed: 9,226] [added: 8,844] | | |

| Operating income | | | | | | [removed: 2,781] [added: 2,090] | | | | | | [removed: 2,169] [added: 2,781] | | | | | | [removed: 1,544] [added: 2,169] | | |

| Interest income | | | | | | [removed: 6] [added: 11] | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 5] [added: 8] | | |

| Interest expense | | | | | | [removed: (334)] [added: (322)] | | | | | | [removed: (307)] [added: (334)] | | | | | | [removed: (278)] [added: (307)] | | |

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

| Income tax expense | | | | | | [removed: 448] [added: 623] | | | | | | [removed: 297] [added: 448] | | | | | | [removed: 146] [added: 297] | | |

| Net income | | | | | | [removed: 2,018] [added: 1,308] | | | | | | [removed: 1,573] [added: 2,018] | | | | | | [removed: 1,174] [added: 1,573] | | |

| Less: Net income attributable to noncontrolling interests | | | | | | [removed: 49] [added: 53] | | | | | | [removed: 41] [added: 49] | | | | | | [removed: 40] [added: 41] | | |

| Net income attributable to Aon shareholders | | | | | | $ | [removed: 1,969] [added: 1,255] | | | | | $ | [removed: 1,532] [added: 1,969] | | | | | $ | [removed: 1,134] [added: 1,532] | |

| Basic net income per share attributable to Aon shareholders | | | | | | [added: $] | [added: 5.59] | | | | | [added: $] | [added: 8.49] | | | | | [added: $] | [added: 6.42] | |

| Diluted net income per share attributable to Aon shareholders | | | | | | [added: $] | [added: 5.55] | | | | | [added: $] | [added: 8.45] | | | | | [added: $] | [added: 6.37] | |

| Weighted average ordinary shares outstanding - basic | | | | | | [removed: 231.9] [added: 224.7] | | | | | | [removed: 238.6] [added: 231.9] | | | | | | [removed: 245.2] [added: 238.6] | | |

| Weighted average ordinary shares outstanding - diluted | | | | | | [removed: 233.1] [added: 226.1] | | | | | | [removed: 240.6] [added: 233.1] | | | | | | [removed: 247.0] [added: 240.6] | | |

| (millions) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income | | | | | | $ | [removed: 2,018] [added: 1,308] | | | | | $ | [removed: 1,573] [added: 2,018] | | | | | $ | [removed: 1,174] [added: 1,573] | |

| Net income attributable to Aon shareholders | | | | | | [removed: 1,969] [added: 1,255] | | | | | | [removed: 1,532] [added: 1,969] | | | | | | [removed: 1,134] [added: 1,532] | | |

| Change in fair value of financial instruments | | | | | | [removed: 13] [added: 1] | | | | | | [removed: 3] [added: 13] | | | | | | [removed: 11] [added: 3] | | |

| Foreign currency translation adjustments | | | | | | [removed: 263] [added: (289)] | | | | | | [removed: 14] [added: 263] | | | | | | [removed: (444)] [added: 14] | | |

| Postretirement benefit obligation | | | | | | [removed: (101)] [added: 277] | | | | | | [removed: (141)] [added: (101)] | | | | | | [removed: 17] [added: (141)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 175] [added: (11)] | | | | | | [removed: (124)] [added: 175] | | | | | | [removed: (416)] [added: (124)] | | |

| Less: Other comprehensive income (loss) attributable to noncontrolling interests | | | | | | [removed: 3] [added: (1)] | | | | | | [removed: —] [added: 3] | | | | | | [removed: (4)] [added: —] | | |

| Total other comprehensive income (loss) attributable to Aon shareholders | | | | | | [removed: 172] [added: (10)] | | | | | | [removed: (124)] [added: 172] | | | | | | [removed: (412)] [added: (124)] | | |

| Comprehensive income attributable to Aon shareholders | | | | | | $ | [removed: 2,141] [added: 1,245] | | | | | $ | [removed: 1,408] [added: 2,141] | | | | | $ | [removed: 722] [added: 1,408] | |

| (millions, except nominal value) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Cash and cash equivalents | | | | | | $ | [added: 544 | | | | | $ |] 884 | | | | | $ | 790 | |

| Short-term investments | | | | | | [removed: 308] [added: 292] | | | | | | [removed: 138] [added: 308] | | |

February 18, 2022

| Income before income taxes | | | | | | 1,931 | | | | | | 2,466 | | | | | | 1,870 | | |

| Less: Net income attributable to noncontrolling interests | | | | | | 53 | | | | | | 49 | | | | | | 41 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 1,255 | | | | | | — | | | | | | 53 | | | | | | 1,308 | | |

| Shares purchased | | | | | | (12.4) | | | | | | — | | | | | | (3,543) | | | | | | — | | | | | | — | | | | | | (3,543) | | |

| Balance at December 31, 2021 | | | | | | 214.8 | | | | | | $ | 6,626 | | | | | $ | (1,694) | | | | | $ | (3,871) | | | | | $ | 97 | | | | | $ | 1,158 | |

| Depreciation of fixed assets | | | | | | 179 | | | | | | 167 | | | | | | 172 | | |

| Amortization and impairment of intangible assets | | | | | | 147 | | | | | | 246 | | | | | | 392 | | |

| Cash provided by operating activities | | | | | | 2,182 | | | | | | 2,783 | | | | | | 1,835 | | |

| Sale of businesses, net of cash and funds held on behalf of clients | | | | | | 218 | | | | | | 30 | | | | | | 52 | | |

| Increase in fiduciary liabilities, net of fiduciary receivables | | | | | | 568 | | | | | | 316 | | | | | | 1,246 | | |

| Cash used for financing activities | | | | | | (1,924) | | | | | | (1,772) | | | | | | (247) | | |

| Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients | | | | | | (235) | | | | | | 297 | | | | | | 63 | | |

| Net increase in cash and cash equivalents and funds held on behalf of clients | | | | | | 72 | | | | | | 629 | | | | | | 1,422 | | |

| Cash and cash equivalents and funds held on behalf of clients at beginning of year | | | | | | 6,573 | | | | | | 5,944 | | | | | | 4,522 | | |

| Cash and cash equivalents and funds held on behalf of clients at end of year | | | | | | $ | 6,645 | | | | | $ | 6,573 | | | | | $ | 5,944 | |

| Reconciliation of cash and cash equivalents and funds held on behalf of clients: | | | | | | | | | | | | | | | | | | | | |

| Funds held on behalf of clients | | | | | | 6,101 | | | | | | 5,689 | | | | | | 5,154 | | |

| Total cash and cash equivalents and funds held on behalf of clients | | | | | | $ | 6,645 | | | | | $ | 6,573 | | | | | $ | 5,944 | |

Reclassification

Certain amounts in the prior year's Consolidated Financial Statements have been reclassified to conform to the current year’s presentation.

For the years ended December 31, 2020 and December 31, 2019, there was $1 million of income and $1 million of loss, respectively, including the related tax effect, from discontinued operations recognized in Net Income from discontinued operations in the Consolidated Statements of Income and Consolidated Statements of Cash Flows.

These amounts are now included in Other income in the Consolidated Statements of Income and Other assets and liabilities in the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and December 31, 2019.

There was no impact to the effective tax rate on Net income or earnings per share in either period.

Additionally, for the years ended December 31, 2020 and December 31, 2019, a cash outflow of $127 million and a cash inflow of $3 million, respectively, was classified as an adjustment to Net income from Restructuring reserves in the Consolidated Statements of Cash Flows.

These amounts are now included in Other assets and liabilities in the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and December 31, 2019.

There was no impact on Cash provided by operating activities.

In 2021, the Company announced steps to further accelerate its Aon United strategy, which now includes four solution lines: Commercial Risk Solutions, Reinsurance Solutions, Health Solutions, and Wealth Solutions.

Disaggregation of revenue by the new solution line’s structure is reflected in Note 3 “Revenue from Contracts with Customers”, where prior period amounts have been reclassified to conform to the current periods’ presentation.

The changes in the solution line structure affect only the manner in which the Company's revenue results for the Company’s principal service lines were previously reported and have no impact on the Company's previously reported Consolidated Financial Statements, results of operations, or total organic revenue growth.

Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information about the changes in the presentation of our principal service line reporting.

The Company continues to operate as one segment that includes all of the Company’s operations, refer to Note 16 “Segment Information” for further information.

Revision of Previously Issued Financial Statements

During the fourth quarter of 2021, the Company identified and corrected an immaterial presentation error related to funds held on behalf of clients in the Consolidated Statements of Cash Flows.

Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletins 99 “Materiality” and 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that these errors were immaterial, individually and in the aggregate, to the Consolidated Statements of Cash Flows as presented in the Company’s quarterly and annual financial statements previously filed in the Company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

There was no impact to the Consolidated Statements of Income, Statements of Comprehensive Income, Statements of Financial Position, or Statements of Shareholders’ Equity for any period presented.

In preparing the Company’s Consolidated Statement of Cash Flows for the year ended December 31, 2021, the Company made appropriate revisions to its Consolidated Statements of Cash Flows for historical periods.

Such changes are reflected for the years ended December 31, 2020 and 2019, included in these financial statements, and will also be reflected in the historical periods included in the Company’s subsequent quarterly and annual consolidated financial statements.

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

| | | | As Reported | | | Effect of Change | | | As Revised | | | | | | As Reported | | | Effect of Change | | | As Revised | | |

February 19, 2021

| Income from continuing operations before income taxes | | | | | | 2,465 | | | | | | 1,871 | | | | | | 1,246 | | |

| Net income from continuing operations | | | | | | 2,017 | | | | | | 1,574 | | | | | | 1,100 | | |

| Net income (loss) from discontinued operations | | | | | | 1 | | | | | | (1) | | | | | | 74 | | |

| Continuing operations | | | | | | $ | 8.49 | | | | | $ | 6.42 | | | | | $ | 4.32 | |

| Discontinued operations | | | | | | — | | | | | | — | | | | | | 0.30 | | |

| Net income | | | | | | $ | 8.49 | | | | | $ | 6.42 | | | | | $ | 4.62 | |

| Continuing operations | | | | | | $ | 8.45 | | | | | $ | 6.37 | | | | | $ | 4.29 | |

| Net income | | | | | | $ | 8.45 | | | | | $ | 6.37 | | | | | $ | 4.59 | |

| Balance at December 31, 2017 | | | | | | 247.6 | | | | | | $ | 5,777 | | | | | $ | 2,302 | | | | | $ | (3,496) | | | | | $ | 65 | | | | | $ | 4,648 | |

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

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

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

| Less: Income from discontinued operations, net of income taxes | | | | | | 1 | | | | | | (1) | | | | | | 74 | | |

| Fiduciary receivables | | | | | | (1,140) | | | | | | (409) | | | | | | (679) | | |

| Short-term investments — funds held on behalf of clients | | | | | | (316) | | | | | | (1,246) | | | | | | (320) | | |

| Fiduciary liabilities | | | | | | 1,456 | | | | | | 1,655 | | | | | | 999 | | |

| Restructuring reserves | | | | | | (127) | | | | | | 3 | | | | | | 23 | | |

| Sale of businesses, net of cash sold | | | | | | 30 | | | | | | 52 | | | | | | (10) | | |

| Net increase (decrease) in cash and cash equivalents | | | | | | 94 | | | | | | 134 | | | | | | (100) | | |

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”).

Aon plc is a tax resident of Ireland.

*Retirement Solutions* includes core retirement, investment consulting, and human capital.

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

Payment terms vary but are typically over the contract term in installments.

*Data & Analytic Services* includes Affinity, Aon Inpoint, CoverWallet, and ReView.

Revenue consists primarily of fees for services rendered and is generally recognized over the term of the arrangement to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.

For arrangements recognized over time, revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer, utilizing an appropriate input or output measure to provide a faithful depiction of the progress towards completion of the performance obligation, including units delivered or time elapsed.

Input and output measures utilized vary based on the arrangement but typically include reports provided or days elapsed.

2019, respectively.

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 Company’s leases do not typically contain termination options.

*Cloud Computing Arrangements*

In August 2018, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on implementation costs incurred in a cloud computing arrangement that is a service contract.

The new guidance aligns capitalization requirements for certain implementation costs incurred in cloud computing arrangements with existing requirements for capitalizing implementation costs for internal-use software.

These costs will be deferred over the term of the hosting arrangement, including any optional renewal periods the entity is reasonably certain to exercise.

An entity may apply the new guidance on either a prospective or retrospective basis.

The new guidance was effective for Aon in the first quarter of 2020 and was adopted on a prospective basis for all implementation costs incurred after the date of initial adoption.

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

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: 2020.][added: 2021.]

Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, [removed: 2020] [added: 2021] 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: 2020.][added: 2021.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (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: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm, as stated in their report titled “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.”

No changes in Aon’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during [removed: 2020] [added: 2021] that have materially affected, or that are reasonably likely to materially affect, Aon’s internal control over financial reporting.

We have audited Aon plc’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), (the COSO criteria).

In our opinion, Aon plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

[removed: ][added: ]

February 18, 2022

February 19, 2021

PART III

Not applicable.

PART III

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: 2021] [added: 2022] Annual General Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference.

| | | | Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm,] [added: Firm (PCAOB ID: 42),] on Financial Statements | | | | | |

| | | | Consolidated Statements of Financial Position — As of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | | | |

| | | | Consolidated Statements of Income — Years Ended December 31, [added: 2021,] 2020, [removed: 2019] and [removed: 2018] [added: 2019] | | | | | |

| | | | Consolidated Statements of Comprehensive Income — Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | |

| | | | Consolidated Statements of Shareholders’ Equity — Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | |

| | | | Consolidated Statements of Cash Flows — Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | |

| | | | | | | 3.1* | | | [Memorandum and Articles of Association of Aon plc - incorporated by reference to Exhibit 3.1 to Aon’s Current Report on Form [removed: 8-K12B] [added: 8-K] filed [removed: April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex31.htm)] [added: June 4, 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521183025/d162116dex31.htm)] | | |

| | | | | | | 4.9* | | | [First Supplemental Indenture, dated April 2, 2012, among Aon Finance N.S. 1, ULC, Aon Corporation, Aon plc and Computershare Trust Company of Canada (supplementing the Indenture, dated March 8, 2011) - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K12B filed April 2, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d2.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d4.htm)] | | |

| | | | | | | 4.17* | | | [Form of 4.750% Senior Note due 2045 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915039566/a15-12304_1ex1d1.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915039566/a15-12304_1ex4d2.htm)] | | |

| | | | | | | [removed: 4.19*] [added: 4.23*] | | | [Form of [removed: 2.800%] [added: 2.200%] Senior Note due [removed: 2021 -] [added: 2022,] incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed [removed: on] November [removed: 13, 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915078616/a15-22627_5ex4d2.htm)] [added: 15, 2019.](http://www.sec.gov/Archives/edgar/data/315293/000119312519293449/d833710dex42.htm)] | | |

| | | | | | | [removed: 4.20*] [added: 4.19*] | | | [Form of 3.875% Senior Note due 2025 - incorporated by reference to Exhibit 1.1 to Aon’s Current Report on Form 8-K filed on February 29, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000110465916101085/a16-5445_1ex1d1.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000110465916101085/a16-5445_1ex4d2.htm)] | | |

| | | | | | | [removed: 4.21*] [added: 4.20*] | | | [Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated December 3, 2018) - incorporated by reference to Exhibit 4.6 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex46.htm) | | |

| | | | | | | [removed: 4.22*] [added: 4.21*] | | | [Form of 4.500% Senior Note due 2028 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed December 3, 2018.](http://www.sec.gov/Archives/edgar/data/315293/000119312518341158/d683184dex42.htm) | | |

| | | | | | | [removed: 4.23*] [added: 4.22*] | | | [Form of 3.750% Senior Note due 2029, incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed May 2, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000119312519135074/d705892d8k.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000119312519135074/d705892dex42.htm)] | | |

| | | | | | | 4.24* | | | [Form of [removed: 2.200%] [added: 2.800%] Senior Note due [removed: 2022,] [added: 2030 -] incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed [removed: November] [added: May] 15, [removed: 2019.](http://www.sec.gov/ix?doc=/Archives/edgar/data/315293/000119312519293449/d833710d8k.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520144159/d929582dex42.htm)] | | |

| | | | | | | [removed: 4.25*] [added: 4.27*] | | | [Form of [removed: 2.800%] [added: 2.050%] Senior Note due [removed: 2030 -] [added: 2031 –] incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed [removed: May 15, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520144159/d929582dex42.htm)] [added: August 23, 2021](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521254127/d202124dex42.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521254127/d202124dex42.htm)] | | |

| | | | | | | [removed: 4.26*] [added: 4.25*] | | | [Description of Securities of Aon plc that are registered under Section 12 of the Securities Exchange Act of 1934, as amended - incorporated by reference to Exhibit 4.7 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex47.htm) | | |

| | | | 10.1* | | | [removed: [$900,000,000 Five-Year] [added: [$1,000,000,000] Credit [removed: Agreement] [added: Agreement, dated September 28, 2021,] among Aon plc, Aon [removed: Corporation and] [added: Corporation,] Aon UK [added: Limited, Aon Global Holdings plc and Aon Global] Limited with Citibank, N.A., as administrative agent, the lenders party thereto, [added: HSBC] Bank [removed: of America, N.A.] [added: USA, National Association] and Morgan Stanley Senior Funding, Inc., as syndication agents, and [removed: Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated] [added: Citibank, N.A., HSBC Securities (USA)] and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint [removed: book managers entered into on February 2, 2015,] [added: bookrunners] - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on [removed: February 4, 2015.](http://www.sec.gov/Archives/edgar/data/315293/000110465915006684/a15-3730_1ex10d1.htm)] [added: September 30, 2021](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex101.htm)] | | |

| | | | [removed: 10.2*] [added: 10.67*#] | | | [Form of [removed: Notice of Extension of the 2015 Credit Agreement -] [added: Restricted Stock Unit Agreement,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a101lenderconsentforextens.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828019004829/exhibit102formofrsuagr.htm)] | | |

| | | | 10.3* | | | [Form of Notice of [removed: Second] Extension of the [removed: 2015] [added: 2017] Credit Agreement - incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to Aon’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828019004829/ex103facilityextension.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828020001607/exhibit1072019.htm)] | | |

| | | | [removed: 10.4*] [added: 10.5*] | | | [removed: [Amendment] [added: [Waiver and Amendment] No. 1 to the [removed: 2015] [added: 2017] Credit Agreement, dated [removed: June 21, 2017,] [added: April 1, 2020,] among Aon plc, Aon Corporation, [removed: Aon UK Limited,] [added: Citibank, N.A.] and the [removed: banks, financial institutions and other institutional] lenders party thereto - incorporated by reference to Exhibit [removed: 10.3] [added: 10.11] to Aon’s Quarterly Report on [added: Form] 10-Q for the quarter ended [removed: June 30, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000162828017008138/exhibit103.htm)] [added: March 31, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1011.htm)] | | |

| | | | [removed: 10.5*] [added: 10.4*] | | | [removed: [Waiver and Amendment No. 2 to the 2015 Credit] [added: [Lender Assumption] Agreement, dated [removed: April 1,] [added: February 27,] 2020, among Aon plc, [removed: Aon Corporation, Aon UK Limited,] Citibank, N.A. and the [removed: lenders party thereto] [added: parties thereto, with respect to the 2017 Credit Agreement] - incorporated by reference to Exhibit [removed: 10.10] [added: 10.12] to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1010.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1012.htm)] | | |

| | | | [removed: 10.6*] [added: 10.2*] | | | [$400,000,000 Five-Year Credit Agreement, dated October 19, 2017 (the “2017 Credit Agreement”), among Aon plc, Aon Corporation, Citibank, N.A., as administrative agent, the lenders party thereto, HSBC Bank USA, National Association, as syndication agent, and Citigroup Global Markets, Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and joint bookrunners - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed October 20, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000110465917063130/a17-24239_1ex10d1.htm) | | |

| | | | [removed: 10.7*] [added: 10.70*#] | | | [removed: [Form of Notice of Extension of] [added: [Second Amendment to] the [removed: 2017 Credit Agreement] [added: Aon Supplemental Savings Plan, effective December 31, 2018] - incorporated by reference to Exhibit [removed: 10.7] [added: 10.58] to Aon’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828020001607/exhibit1072019.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828020001607/exhibit10582019.htm)] | | |

| | | | [removed: 10.8*] [added: 10.57*#] | | | [removed: [Lender Assumption Agreement,] [added: [Consent to Shared-Sacrifice Reduction in Salary,] dated [removed: February 27,] [added: April 23,] 2020, [removed: among] [added: between] Aon [removed: plc, Citibank, N.A.] [added: plc] and [removed: the parties thereto, with respect to the 2017 Credit Agreement] [added: Eric Andersen] - incorporated by reference to Exhibit [removed: 10.12] [added: 10.8] to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1012.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit108consenttocov.htm)] | | |

| | | | [removed: 10.9*] [added: 10.58*#] | | | [removed: [Waiver and Amendment No. 1] [added: [Consent] to [removed: the 2017 Credit Agreement,] [added: Shared-Sacrifice Reduction in Salary,] dated April [removed: 1,] [added: 23,] 2020, [removed: among Aon plc,] [added: between] Aon [removed: Corporation, Citibank, N.A.] [added: plc] and [removed: the lenders party thereto] [added: John Bruno] - incorporated by reference to Exhibit [removed: 10.11] [added: 10.9] to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1011.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit109-consenttoco.htm)] | | |

| | | | [removed: 10.10*#] [added: 10.7*] | | | [Purchase Agreement, dated February 9, 2017, between Aon plc and Tempo Acquisition, LLC - incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed February 10, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000110465917007945/a17-4192_1ex2d1.htm) | | |

| | | | [removed: 10.11*#] [added: 10.8*] | | | [Amendment No. 1 to Purchase Agreement, dated April 17, 2017, between Aon plc and Tempo Acquisition, LLC - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on 10-Q for the quarter ended March 31, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000162828017005272/exhibit102.htm) | | |

| | | | [removed: 10.12*#] [added: 10.9*#] | | | [Deed of Assumption of Aon plc, dated April 1, 2020 - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex101.htm) | | |

| | | | [removed: 10.13*#] [added: 10.10*#] | | | [Deed of Assumption of Aon Global Limited, dated April 2, 2012 - incorporated by reference to Exhibit 10.7 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d7.htm) | | |

| | | | [removed: 10.14*#] [added: 10.11*#] | | | [Aon Corporation Outside Director Corporate Bequest Plan (as amended and restated, effective January 1, 2010) - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910042738/a10-12609_1ex10d1.htm) | | |

| | | | [removed: 10.15*#] [added: 10.12*#] | | | [Amended and Restated Aon Stock Incentive Plan - incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed May 24, 2006.](http://www.sec.gov/Archives/edgar/data/315293/000110465906037278/a06-12524_1ex10d2.htm) | | |

| | | | [removed: 10.16*#] [added: 10.13*#] | | | [First Amendment to the Amended and Restated Aon Stock Incentive Plan - incorporated by reference to Exhibit 10(au) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.](http://www.sec.gov/Archives/edgar/data/315293/000104746907001537/a2176366zex-10_au.htm) | | |

| | | | [removed: 10.17*#] [added: 10.14*#] | | | [Second Amendment to the Amended and Restated Aon Stock Incentive Plan, dated April 2, 2012 - incorporated by reference to Exhibit 10.10 to Aon’s Current Report on Form [removed: 8-K 12B] [added: 8-K12B] filed April 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d10.htm) | | |

| | | | [removed: 10.18*#] [added: 10.15*#] | | | [Aon Stock Award Plan (as amended and restated through February 2000) - incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.](http://www.sec.gov/Archives/edgar/data/315293/000094857200000044/0000948572-00-000044-0002.txt) | | |

| | | | [removed: 10.19*#] [added: 10.16*#] | | | [First Amendment to the Aon Stock Award Plan - incorporated by reference to Exhibit 10(as) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.](http://www.sec.gov/Archives/edgar/data/315293/000104746907001537/a2176366zex-10_as.htm) | | |

| | | | [removed: 10.20*#] [added: 10.17*#] | | | [Aon plc 2011 Incentive Plan (as amended and restated, effective March 29, 2019) - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q [removed: filed on July 26,] [added: for the quarter ended June 30,] 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828019009103/a101aonplcamendedandre.htm) | | |

| | | | [removed: 10.21*#] [added: 10.19*#] | | | [removed: [Executive] [added: [Aon plc Executive] Committee Incentive Compensation Plan - incorporated by reference to Exhibit 10.3 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a103executivecommitteeince.htm)] [added: 2016](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a103executivecommitteeince.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a103executivecommitteeince.htm)] | | |