Aon (AON) 10-K risk factor changes: FY2022 vs FY2021

Economic downturns, volatility, or uncertainty in the broader economy or in specific markets (including as a result of endemics or pandemics, climate change, political unrest, [added: actions by central banks,] 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 [removed: Solutions, Reinsurance Solutions,] [added: Solutions] and [removed: Wealth] [added: Reinsurance] Solutions lines.

Downward fluctuations in the year-over-year insurance premiums charged by insurers to protect against the same risk, referred to in the industry as softening of the insurance market, could adversely affect these businesses as a significant portion of the [removed: earnings are] [added: revenue is] determined as a percentage of premiums charged to our clients.

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

[removed: Our] [added: We may be unsuccessful in developing innovative strategies, or our] competitors may be more successful in innovating and delivering services to meet new and existing client needs.

Competitors may be able to [removed: respond to the need for technological changes,] innovate [removed: faster,] [added: faster and] respond better to evolving client demand and industry conditions, or price their services more aggressively than we do.

If we fail to respond successfully to the [removed: to the] evolving competition we face, our financial condition or results of operations might be adversely affected.

Moreover, if we fail to meet our [removed: contractual] [added: contractual, common law or fiduciary] obligations, we could be subject to legal liability or loss of client relationships.

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

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

Damage to our reputation, including as a result of negative perceptions or publicity regarding [added: a class of business,] 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 [removed: 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 pricing;]

- 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 [removed: generally] [added: consistently] indexed for inflation and may not rise as much as commission-based compensation;

Our profit margin, and therefore our profitability, is largely a function of the revenue generated from our services and the staffing costs for our [removed: personnel.][added: personnel and related expenses.]

Accordingly, if we are not able to maintain the rates we charge for our services or appropriately manage the staffing costs of our [removed: personnel,] [added: personnel and related expenses,] we may not be able to sustain our profit margin and our profitability will suffer.

[added: 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 business, our ability to forecast demand for our services (and, consequently, appropriately manage the size and location of our workforce), [removed: employee attrition,] [added: our ability to develop, attract and retain suitable capabilities and talent, our ability to obtain third party services at favorable prices, our ability to manage key suppliers to maximize delivery, product and efficiency opportunities,] inflation (including wage inflation) and the need to devote time and resources to training and professional and business development.

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

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

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

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

Defending against these claims can involve potentially significant costs, including legal defense costs, as well as cause substantial [removed: distraction] [added: distraction, publicity] and diversion of other resources.

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

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

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

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

Operating funds available for corporate use were [removed: $836] [added: $1,142] million at December 31, [removed: 2021] [added: 2022] and are reported in Cash and cash equivalents and Short-term investments.

Of the total balance, [removed: $160] [added: $115] million was restricted to its use as of December 31, [removed: 2021.][added: 2022.]

Funds held on behalf of clients and insurers were [removed: $6.1] [added: $6.4] billion at December 31, [removed: 2021] [added: 2022] and are reported in Fiduciary assets.

As of December 31, [removed: 2021,] [added: 2022,] these long-term investments had a carrying value of [removed: $64] [added: $60] million.

We may experience reduced investment earnings on our cash and short-term investments of fiduciary and operating funds if the yields on investments deemed to be low risk [removed: remain at or near their current low levels or] fall below their current levels, or if negative yields on deposits or investments are experienced, as we have experienced in Japan and certain jurisdictions in the E.U. On the other hand, higher interest rates could result in a higher discount rate used by investors to value our future cash flows thereby resulting in a lower valuation of the Company.

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

As of December 31, [removed: 2021,] [added: 2022,] we had total consolidated debt outstanding of approximately [removed: $9.4] [added: $10.8] billion.

As of December 31, [removed: 2021,] [added: 2022,] we had two committed credit facilities outstanding.

A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, and limit our ability to implement [removed: on] [added: our] corporate strategy.

Our senior debt ratings at December 31, [removed: 2021] [added: 2022] were A- with a stable outlook [removed: S&P,] [added: (S&P),] BBB+ with a stable outlook (Fitch), and Baa2 with a stable outlook (Moody’s).

A change in our credit rating could adversely [removed: limit] [added: affect] our access to capital and our competitive position.

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

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

There remains significant uncertainty as to if, when and how the various OECD proposals will ultimately be [removed: 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.][added: enacted.]

In addition, decreased underwriting capacity for insurance and reinsurance may create difficulty for our professionals to place business, which may adversely impact our ability to earn revenue.

Alliances or mergers among competitors could affect our business.

Further, we compete on pricing and the innovation and quality of our service offerings and could be affected by competitors’ lower cost structures, product development activities, and pricing policies, any or all of which could result in better market acceptance of our competitors’ offerings than those that we offer or develop.

If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected.

Developing and implementing innovative strategies, efficient business practices, and new solutions to current and emerging client needs is important to our business.

In addition, innovation in technology, capabilities, and the entry into new lines of business, services, or products require significant investment and present additional risks to the Company, particularly in instances where the markets are new or not fully developed.

Adverse statements or claims from clients (including clients in the public sector or whose activities are frequently covered by the press) may receive media attention or other publicity.

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 premiums;

- decreases in available underwriting capacity for insurance and reinsurance;

Variations or developments in connection with any of these factors could cause

In the U.S., the Inflation Reduction Act introduced, among other changes, a 1% excise tax on certain stock redemptions by U.S. corporations (which the U.S. Treasury indicated may also apply to certain stock redemptions of foreign corporations deemed funded by their U.S. affiliates).

The OECD recommendations have been nominally accepted by many countries within and without the OECD, but the implementation in each country remains subject to the possibility of significant variation, which could lead to a risk of multiple levels of taxation on Aon’s income.

The U.K. and E.U. member states, among others, have introduced draft legislation or otherwise agreed to implement a global minimum tax that would be consistent with the OECD recommendations, beginning, for Aon, in 2024.

expenses.

However, we may be unable to maintain, at commercially reasonable rates, our current levels of insurance coverage for E&O claims or other risks in future periods.

In addition, certain laws and regulations, such as the Foreign Corrupt Practices Act and the

contribution plans (such as 401(k)), or defined benefit plans (such as pension), may adversely affect the demand for, or profitability of, our services.

- the impacts of geopolitical conflicts;

We make investments in technology and data and analytics to operate our businesses and achieve intended efficiencies; however, our investments and enhancements may not be sufficient to respond needs across all of our businesses.

In addition, if we are not successful in developing and maintaining expertise in process excellence, technology and data trends, our business performance may be compromised.

Should we experience a local or regional disaster or other business continuity problem, such as a security incident or attack, a natural disaster, climate

If we are unable to identify appropriate acquisition targets, or if our competitors are more successful in identifying acquisition targets at favorable valuations, we may we fail to achieve desired strategic goals, capabilities and efficiencies, and our results of operations might be adversely affected.

If we dispose of or otherwise exit certain businesses, there can be no assurance that we will

Such risks include the investment of significant time and resources; the possibility that these efforts will not be successful and could result in reputational damage to us; the possibility that the marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products or services; and the risk of new or additional liabilities associated with these efforts, including potential E&O or other claims.

We regularly experience social engineering attempts, and increasingly sophisticated attempted attacks to our systems and networks.

remediate or otherwise resolve such issues.

In addition, alliances among competitors or mergers of competitors could affect our 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 business more effectively than we do.

The

Some of the proposals, if enacted, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

and liabilities at the date of our consolidated financial statements.

Statements of Income.

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.

The E.U. and U.K. ratified a trade cooperation agreement governing their future relationship in 2021 to address trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things.

Because the agreement merely sets forth a framework in many respects and requires ongoing complex additional bilateral negotiations between the U.K. and the E.U. as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains.

We have significant operations and a substantial workforce within the U.K., and we previously enjoyed certain benefits based on the U.K.’s membership in the E.U., and the lack of clarity around the future relationship between the U.K. and the E.U. creates uncertainty that may have a material impact on our business and operations.

We may also be required to incur additional expense as we adapt to and create the ability to operate within the new political and regulatory environment.

Additionally, any development that has the effect of devaluing the euro or British pound could meaningfully reduce the value of our assets and reduce the usefulness of liquidity alternatives denominated in that currency such as our multicurrency U.S. credit facility.

We also deposit some of our cash, including cash held in a fiduciary capacity, with certain European financial institutions.

While we continuously monitor and manage exposures associated with those deposits, to the extent the uncertainty surrounding economic stability in Europe and the future viability of the euro suddenly and adversely impacts those financial institutions, some or all of those cash deposits could be at risk.

An

Non-compliance with new

We also make investments in technology-based solutions, including data and analytics solutions, for our clients.

Such authorization may

EXECUTIVE SUMMARY OF [removed: 2021] [added: 2022] FINANCIAL RESULTS

The following is a summary of our [removed: 2021] [added: 2022] financial results:

- Revenue increased [removed: $1.1 billion,] [added: $286 million,] or [removed: 10%,] [added: 2%,] to [removed: $12.2] [added: $12.5] billion in [removed: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021,] reflecting [removed: 9%] [added: 6%] organic revenue growth and a [removed: 2%] [added: 1%] favorable impact from [removed: foreign currency translation,] [added: fiduciary investment income,] partially offset by a [added: 4% unfavorable impact from foreign currency translation a] 1% unfavorable impact from [removed: divestitures, net of acquisitions.][added: acquisitions, divestitures and other.]

The [removed: decrease] [added: increase] was driven by [removed: an increase] [added: a decrease] in operating expenses as listed [removed: above, partially offset by] [added: above and] organic revenue growth of [removed: 9%.][added: 6%.]

- Due to the factors set forth above, Net income was [removed: $1.3] [added: $2.6] billion in [removed: 2021, a decrease] [added: 2022, an increase] of [removed: $0.7] [added: $1.3] billion, or [removed: 35%,] [added: 102%,] from [removed: 2020.][added: 2021.]

- Diluted earnings per share [removed: decreased 34%] [added: increased 119%] to [removed: $5.55] [added: $12.14] per share during the twelve months of [removed: 2021] [added: 2022] compared to [removed: $8.45] [added: $5.55] per share for the prior year period.

The following is our measure of performance against these four metrics for [removed: 2021:][added: 2022:]

- Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was [removed: 9%] [added: 6%] in [removed: 2021,] [added: 2022,] compared to [removed: 1%] [added: 9%] 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: 30.1%] [added: 30.8%] in [removed: 2021,] [added: 2022,] compared to [removed: 28.5%] [added: 30.1%] in the prior year.

The increase [removed: in adjusted operating margin primarily reflects 9%] [added: was driven by 6%] organic revenue growth and a [added: 1%] favorable impact from [added: fiduciary investment income, partially offset by a 4% unfavorable impact from] foreign currency translation [removed: of $63 million.][added: and a 1% unfavorable impact from acquisitions, divestitures, and other.]

- Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was [removed: $12.00] [added: $13.39] per share in [removed: 2021,] [added: 2022,] an increase of [removed: $2.19] [added: $1.39] per share, or [removed: 22%,] [added: 12%,] from [removed: $9.81] [added: $12.00] per share in [removed: 2020.][added: 2021.]

The increase in adjusted diluted earnings per share primarily reflects strong operational performance and effective capital management, highlighted by [removed: $3.5] [added: $3.2] billion of share repurchase during [removed: 2021, and a favorable] [added: 2022, partially offset by an unfavorable] 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: $2.0] [added: $3.0] billion in [removed: 2021, a decrease] [added: 2022, an increase] of [removed: $597] [added: $978] million, or [removed: 23%,] [added: 48%,] from [removed: $2.6] [added: $2.0] billion in [removed: 2020,] [added: 2021,] reflecting [removed: a decrease] [added: an increase] in [removed: cash] [added: Cash] flows from operations, partially offset by a [removed: $4] [added: $59] million [removed: decrease] [added: increase] in capital expenditures.

Aon offers a wide range of [added: risk assessment,] consulting and advisory [removed: solutions] [added: solutions, many of which are significant parts of our core business offerings,] designed to address and manage ESG issues for [removed: clients.][added: clients, and to enable our clients to create more sustainable value.]

We view ESG risks as presenting an important opportunity [added: for Aon] to [removed: help clients] [added: work together as one firm to address client needs] and improve our impact on ESG matters.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenue | | | | | | $ | [removed: 12,193] [added: 12,479] | | | | | $ | [removed: 11,066] [added: 12,193] | | | | | $ | [removed: 11,013] [added: 11,066] | |

| Compensation and benefits | | | | | | [removed: 6,738] [added: 6,477] | | | | | | [removed: 5,905] [added: 6,738] | | | | | | [removed: 6,054] [added: 5,905] | | |

| Information technology | | | | | | [removed: 477] [added: 509] | | | | | | [removed: 444] [added: 477] | | | | | | [removed: 494] [added: 444] | | |

| Premises | | | | | | [removed: 327] [added: 289] | | | | | | [removed: 291] [added: 327] | | | | | | [removed: 339] [added: 291] | | |

| Depreciation of fixed assets | | | | | | [removed: 179] [added: 151] | | | | | | [removed: 167] [added: 179] | | | | | | [removed: 172] [added: 167] | | |

| Amortization and impairment of intangible assets | | | | | | [removed: 147] [added: 113] | | | | | | [removed: 246] [added: 147] | | | | | | [removed: 392] [added: 246] | | |

| Other general expense | | | | | | [removed: 2,235] [added: 1,271] | | | | | | [removed: 1,232] [added: 2,235] | | | | | | [removed: 1,393] [added: 1,232] | | |

| Total operating expenses | | | | | | [removed: 10,103] [added: 8,810] | | | | | | [removed: 8,285] [added: 10,103] | | | | | | [removed: 8,844] [added: 8,285] | | |

| Operating income | | | | | | [removed: 2,090] [added: 3,669] | | | | | | [removed: 2,781] [added: 2,090] | | | | | | [removed: 2,169] [added: 2,781] | | |

| Interest income | | | | | | [removed: 11] [added: 18] | | | | | | [removed: 6] [added: 11] | | | | | | [removed: 8] [added: 6] | | |

| Interest expense | | | | | | [removed: (322)] [added: (406)] | | | | | | [removed: (334)] [added: (322)] | | | | | | [removed: (307)] [added: (334)] | | |

| Other income [added: (expense)] | | | | | | [removed: 152] [added: (125)] | | | | | | [removed: 13] [added: 152] | | | | | | [removed: —] [added: 13] | | |

| Income before income taxes | | | | | | [removed: 1,931] [added: 3,156] | | | | | | [removed: 2,466] [added: 1,931] | | | | | | [removed: 1,870] [added: 2,466] | | |

| Income tax expense | | | | | | [removed: 623] [added: 510] | | | | | | [removed: 448] [added: 623] | | | | | | [removed: 297] [added: 448] | | |

| Net income | | | | | | [removed: 1,308] [added: 2,646] | | | | | | [removed: 2,018] [added: 1,308] | | | | | | [removed: 1,573] [added: 2,018] | | |

| Less: Net income attributable to noncontrolling interests | | | | | | [removed: 53] [added: 57] | | | | | | [removed: 49] [added: 53] | | | | | | [removed: 41] [added: 49] | | |

| Net income attributable to Aon shareholders | | | | | | $ | [removed: 1,255] [added: 2,589] | | | | | $ | [removed: 1,969] [added: 1,255] | | | | | $ | [removed: 1,532] [added: 1,969] | |

| Diluted net income per share attributable to Aon shareholders | | | | | | $ | [removed: 5.55] [added: 12.14] | | | | | $ | [removed: 8.45] [added: 5.55] | | | | | $ | [removed: 6.37] [added: 8.45] | |

| Weighted average ordinary shares outstanding - diluted | | | | | | [removed: 226.1] [added: 213.2] | | | | | | [removed: 233.1] [added: 226.1] | | | | | | [removed: 240.6] [added: 233.1] | | |

The [removed: increase] [added: decrease] was [added: primarily] driven by [removed: 9% organic revenue growth and] a [removed: 2%] [added: $293 million] favorable impact from foreign currency [removed: translation,] [added: translation and a $245 million decrease in Transaction Costs,] partially offset by [removed: a 1% unfavorable impact from divestitures, net of acquisitions.][added: an increase in expense associated with 6% organic revenue growth.]

*Commercial Risk Solutions* revenue increased [removed: $774] [added: $80] million, or [removed: 13%,] [added: 1%,] to [removed: $6.6] [added: $6.7] billion in [removed: 2021,] [added: 2022,] compared to [removed: $5.9] [added: $6.6] billion in [removed: 2020.][added: 2021.]

Organic revenue growth was [removed: 11%] [added: 6%] in [removed: 2021,] [added: 2022,] reflecting growth across every major geography, [added: including double-digit growth in Latin America, Asia, and the Pacific,] driven by strong [added: net] new business generation, retention, and management of the renewal book portfolio.

On average globally, exposures and pricing were [removed: both] modestly positive, [removed: which resulted] [added: resulting] in [removed: a] modestly positive market [removed: impact overall.][added: impact.]

*Reinsurance Solutions* revenue increased [removed: $183] [added: $193] million, or 10%, to [removed: $2.0] [added: $2.2] billion in [removed: 2021,] [added: 2022,] compared to [removed: $1.8] [added: $2.0] billion in [removed: 2020.][added: 2021.]

- Operating expenses decreased $1.3 billion, or 13%, to $8.8 billion in 2022 compared to 2021 due primarily to the $1.0 billion payment made in connection with terminating the combination with WTW (the “Termination Fee”) and certain transaction costs incurred related to the termination in the prior year (together, the “Transaction Costs”) and a $373 million favorable impact from foreign currency translation, partially offset by an increase in expense associated with 6% organic revenue growth, investments in long-term growth, and a $58 million charge related to certain legal settlements reached.

- Operating margin increased to 29.4% in 2022 from 17.1% in 2021.

- Cash flows provided by operating activities was $3.2 billion in 2022, an increase of $1.0 billion, or 48%, from $2.2 billion in 2021, primarily due to the Transaction Costs paid in the prior year period, and strong operating income growth, partially offset by higher incentive compensation payments made in the current year following strong performance in 2021.

The increase in adjusted operating margin primarily reflects 6% organic revenue growth and a higher fiduciary investment income, partially offset by increased expenses and investments in long-term growth.

For many companies, the management of ESG risks and opportunities has become increasingly important, and ESG-related challenges, such as extreme weather events, supply chain disruptions, cyber events, regulatory changes, ongoing public health impacts, and the increased focus on workforce resilience in highly varied work environments continue to create volatility and uncertainty for our clients.

Total revenue increased $286 million, or 2%, to $12.5 billion in 2022, compared to $12.2 billion in 2021.

U.S. retail brokerage was pressured primarily by Transaction Solutions, which declined due to lower external deal volume.

Results also reflect strong growth globally in the affinity business across both consumer and business solutions, including growth in the travel and events practice and Digital Client Solutions.

Strength in health and benefits included growth in advisory work related to wellbeing and resilience.

Results also reflect double-digit growth in Human Capital, driven by data and advisory solutions, and modest growth in Consumer Benefits Solutions.

The decrease was primarily driven by a 5% unfavorable impact from foreign currency translation and a 2% unfavorable impact from acquisitions, divestitures, and other.

This decrease was offset by organic revenue growth of 3% in 2022 driven by high demand and project related work related to pension risk transfer and ongoing impacts of regulatory changes.

In Investments, a decrease in AUM-based delegated investment management revenue due to equity market and interest rate movements was partially offset by higher advisory demand and project-related work.

Compensation and benefits decreased $261 million, or 4%, in 2022 compared to 2021.

The increase was primarily driven by ongoing investments in Aon Business Services-enabled technology platforms and technology to drive long-term growth, partially offset by a $17 million decrease in Transaction Costs.

Depreciation of fixed assets decreased $28 million, or 16%, in 2022 compared to 2021.

Other general expenses decreased $964 million, or 43%, in 2022 compared to 2021.

The decrease was primarily driven by a $1.1 billion decrease in Transaction Costs, partially offset by an increase in expense associated with 6% organic revenue growth, including travel and entertainment expense, and a $58 million charge from certain legal settlements reach in 2022.

The increase primarily reflects an increase in total debt.

Other expense was $125 million in 2022, which primarily reflects a non-cash pension settlement charge of $170 million incurred in the fourth quarter, compared to Other income of $152 million in 2021, primarily reflecting a gain from sale of businesses in the prior year period.

Income before income taxes was $3.2 billion in 2022, a 63% increase from $1.9 billion in 2021.

The increase was primarily driven by $1.4 billion in Transaction Costs in the prior year period and strong operational performance.

| Reinsurance Solutions | | | | | | 2,190 | | | | | | 1,997 | | | | | | 10 | | | | | | (3) | | | | | | 1 | | | | | | 4 | | | | | | 8 | | |

| Health Solutions | | | | | | 2,224 | | | | | | 2,154 | | | | | | 3 | | | | | | (3) | | | | | | — | | | | | | (2) | | | | | | 8 | | |

| Wealth Solutions | | | | | | 1,367 | | | | | | 1,426 | | | | | | (4) | | | | | | (5) | | | | | | — | | | | | | (2) | | | | | | 3 | | |

| Total revenue | | | | | | $ | 12,479 | | | | | $ | 12,193 | | | | | 2 | | % | | | | (4) | | % | | | | 1 | | % | | | | (1) | | % | | | | 6 | | % |

| | | | | | | 2022 | | | | | | 2021 | | |

| Legal settlements (2) | | | | | | $ | 58 | | | | | $ | — | |

(2)In connection with certain legal settlements reached, a $58 million charge was recognized in the second quarter of 2022.

| Operating income | | | | | | $ | 3,669 | | | | | $ | 171 | | | | | $ | 3,840 | |

| Income before income taxes | | | | | | 3,156 | | | | | | 341 | | | | | | 3,497 | | |

| Net income | | | | | | 2,646 | | | | | | 266 | | | | | | 2,912 | | |

(1)To further its pension de-risking strategy the Company purchased an annuity for portions of its U.S. pension plans that will settle certain obligations.

A non-cash settlement charge totaling $170 million was recognized in the fourth quarter of 2022 which is excluded from Adjusted Other income (expense).

| | | | | | | 2022 | | | | | | 2021 | | |

payments on their behalf, and upon the impact of foreign currency movements.

| Money market funds | | | — | | | | | | 452 | | | | | | 2,871 | | | | | | 3,323 | | |

| Total | | | $ | 690 | | | | | $ | 452 | | | | | $ | 15,900 | | | | | $ | 17,042 | |

| | | | | | | 2022 | | | | | | 2021 | | |

| Cash provided by operating activities | | | | | | $ | 3,219 | | | | | $ | 2,182 | |

- Operating expenses increased $1.8 billion, or 22%, to $10.1 billion in 2021 compared to 2020 due primarily to a $1.3 billion increase in charges related to terminating the combination with WTW and related costs, increased expenses associated with 9% organic revenue growth, and a $195 million unfavorable impact from translating prior year period results at current period foreign exchange rates (“foreign currency translation”), partially offset by a $72 million decrease in amortization related to certain tradenames that were fully amortized in the second quarter of 2020 and a $58 million decrease in expenses related to divestitures, net of acquisitions.

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

TERMINATION OF BUSINESS COMBINATION AGREEMENT

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

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

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

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.

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

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

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

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.

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

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

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

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.

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

Organic revenue growth was 2% in 2021 driven by growth in investments, including solid growth in delegated investment management, as well as growth in retirement, primarily from higher utilization rates and project-related work.

Compensation and benefits increased $833 million, or 14%, in 2021 compared to 2020.

The increase was primarily driven by an increase in expense associated with 9% organic revenue growth, a $245 million increase in charges related to terminating the combination with WTW and related costs, and a $151 million unfavorable impact from foreign currency translation, partially offset by a $17 million decrease in expenses related to divestitures, net of acquisitions.

At December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

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: $48] [added: $19] million and [removed: $10] [added: $9] million at December 31, [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] respectively.

If we were to translate prior year results at current year exchange rates, diluted earnings per share would have [removed: a favorable $0.17] [added: an unfavorable $0.33] impact during the year ended December 31, [removed: 2021.][added: 2022.]

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: a favorable $0.23] [added: an unfavorable $0.44] impact during the year ended December 31, [removed: 2021] [added: 2022] 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 BPS would cause a decrease, net of derivative positions, of [removed: $64] [added: $67] million to each of [removed: 2022 and] 2023 [added: and 2024] pretax income.

A corresponding increase in the year-end yield curve of 100 BPS would cause an increase, net of derivative positions, of [removed: $64] [added: $67] million to each of [removed: 2022 and] 2023 [added: and 2024] pre-tax income.

We have long-term debt outstanding, excluding the current portion, with a fair market value of [removed: $9.2] [added: $8.7] billion and [removed: $8.8] [added: $9.2] billion as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively.

The fair value was [removed: greater] [added: less] than the carrying value by [removed: $0.9] [added: $1.1] billion at December 31, [removed: 2021,] [added: 2022,] and [removed: $1.4] [added: $0.9] billion greater than the carrying value at December 31, [removed: 2020.][added: 2021.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of [removed: 8%] [added: 7%] or an increase of [removed: 9%,] [added: 8%,] respectively, at December 31, [removed: 2021.][added: 2022.]

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

In addition, the Company is continuing to expand on Aon United growth initiatives through its [removed: New] [added: Aon Growth] Ventures Group.

In [removed: 2021,] [added: 2022,] our consolidated total revenue was [removed: $12,193] [added: $12,479] million.

This includes [removed: $6,635] [added: $6,715] million in Commercial Risk Solutions, [removed: $1,997] [added: $2,190] million in Reinsurance Solutions, [removed: $2,154] [added: $2,224] million in Health Solutions, and [removed: $1,426] [added: $1,367] million in Wealth Solutions, before [added: certain] intercompany eliminations.

We utilize Aon’s differentiated capabilities in industry sector- and segment-specific [removed: approaches] [added: approaches, like Digital Client Solutions,] 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, [added: climate,] and intellectual property.

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

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

*Health Solutions* includes consulting and brokerage, [removed: voluntary] [added: consumer] benefits [removed: and enrollment] solutions, and human capital 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 [removed: well-being.][added: wellbeing.]

Consulting and brokerage also advises multinational companies on global benefits, including insurance placement across more than 120 [removed: countries,] [added: countries and sovereignties,] 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.

[removed: Voluntary] [added: Consumer] benefits [removed: 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 [removed: well-being.][added: wellbeing.]

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 [removed: consulting] [added: consulting,] and strategic employee communication.

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

[removed: Additionally, we compete with] other businesses that do not fall into the categories above, including large financial institutions and independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, and financial services firms.

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

Further, pension and financial laws and regulations, including oversight and supervision by the FCA in the U.K., the SEC [added: and the DOL] in the U.S., and regulators in other countries govern certain of the retirement-related consulting services provided by Aon and its subsidiaries and affiliates.

This includes Aon subsidiaries that provide investment advisory services regulated by various U.S. federal authorities including the [removed: SEC] [added: SEC, DOL,] and FINRA, as well as authorities on the state level.

No one client accounted for more than 2% of our consolidated total revenues in [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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

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

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately 50,000 employees and conducted our operations in more than 120 countries and [removed: territories.][added: sovereignties.]

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

From self-guided [removed: Aon University] [added: learning] courses to advanced [removed: learning] [added: leadership] programs, the curriculum is aligned to the Aon United Blueprint and Inclusive People Leader strategy.

These channels include open forums and town halls with executives, [added: colleague] surveys, and engagement through our Business Resource Groups.

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

[removed: In response to the challenging events of 2020, we updated our] [added: Our] engagement survey process [removed: by offering more] [added: consists of] frequent pulse [removed: surveys] [added: surveys, as well as our annual all colleague support survey which enables us] to understand how colleagues are engaging with their teams, the firm, and clients.

This outreach effort allows us to gather insights more [removed: rapidly and] [added: rapidly,] take timely action to address [removed: feedback.][added: feedback, and deliver on the needs of colleagues in real time – ensuring colleagues feel more connected, more valued and more relevant.]

The pulse surveys for [removed: 2021] [added: 2022] were focused on topics such as manager and leadership support, [removed: especially in how we serve clients,] [added: delivering on our Aon Story,] colleague [removed: well-being, inclusion and diversity,] [added: wellbeing, I&D, talent acquisition] and performance & rewards.

Aon’s [removed: workforce] feedback [added: from our workforce] provides management a better understanding of evolving colleague viewpoints, and ensures we are taking appropriate steps to drive colleague engagement and retention.

Our compensation programs, including salary, recognition, [removed: cash] [added: cash,] and equity incentives, [removed: connect] [added: are connected] to our formal performance [removed: management] [added: management,] and career development approach.

These programs serve to reward colleagues for their [added: Aon United] impact both in what they accomplish for clients, colleagues, and [removed: shareholders and] [added: shareholders,] how they achieve those [removed: results.][added: results and how they deliver on our values.]

We maintain a global commitment to colleague [removed: well-being] [added: wellbeing] and play a key role in supporting colleagues across the physical, emotional, financial, and social spectrum.

[removed: Through the plan, all eligible] [added: Eligible] colleagues that were active on September 24, [removed: 2021,] [added: 2021] received a [removed: one-time, stock-based award,] [added: one-time stock based award] enabling Aon colleagues to share in the future success of our Aon United mission.

Beginning in 2021, 20% of the short-term incentives for senior executives are based on quantifiable performance against firm-wide [removed: Inclusion and Diversity] [added: I&D] initiatives.

We believe that [removed: diverse,] inclusive [added: and diverse] teams produce better insight, better solutions, and ultimately the best outcomes for clients and Aon’s long-term success.

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

As of December 31, [removed: 2021,] [added: 2022,] Aon’s global workforce was 54% women and 46% men, and the Aon Executive Committee which leads the firm was [removed: 45%] [added: 48%] women and [removed: 55%] [added: 52%] men.

At the manager level, [removed: 26%] [added: 28%] of senior leaders and [removed: 42%] [added: 43%] of managers with one or more direct report were women.

Strategy and Technology Group combines strategic advice with data-driven consulting, analytics, and modeling tools, including Tyche, ReMetrica, and PathWise, to help clients deploy capital efficiently and effectively.

We develop highly customized solutions that help clients drive growth and operational efficiency, improve balance sheet strength and resiliency, and comply with regulatory and operational requirements, including through the execution of reinsurance transactions.

capital raising, strategic advice, restructuring, and mergers and acquisitions.

Additionally, we compete with

Aon United, Our Culture, and Human Capital Strategy

the firm to bring the best of Aon to clients.

Each year, Aon makes significant philanthropic contributions to various organizations, supports numerous colleague volunteer opportunities, and offers paid time off to volunteer.

Colleagues benefit from our “Smart Working” approach.

The aim of Smart Working is to create a healthy, productive, inclusive, and sustainable way of working, enabling colleagues to deliver their best work for clients from wherever they are best placed to do so.

This strategy, which supports in person, hybrid, and virtual working, continues to be a source of positive feedback and strong engagement based on colleague surveys.

Aon’s investment in technology and use of virtual based learning and development programs allows us to deliver targeted offerings designed to advance all colleagues’ development.

Regional Inclusive Leadership Councils and our Executive Leadership Teams are aligned to drive actions to increase the diversity of our teams.

Human Capital Management

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

Aon’s investment in technology and use of virtual based learning and development programs during the pandemic has allowed us to continue these efforts despite much of our workforce remaining virtual during 2021.

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.

In recognition of our colleagues’ role in growing the firm, we introduced the Aon United Growth Ownership Plan in 2021.

| FOR THE FISCAL YEAR ENDED | | | | | | | | | [removed: December] [added: DECEMBER] 31, [removed: 2021] [added: 2022] | | |

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

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $53,867,751,208] [added: $57,066,496,679] 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: 17, 2022: 213,944,460.][added: 16, 2023: 205,142,379.]

Portions of the registrant’s proxy statement for its [removed: 2022] [added: 2023] Annual General Meeting of Shareholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14.

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

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

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

- changes in the competitive [removed: environment] [added: environment, due to macroeconomic conditions] or [added: otherwise, or] damage to our reputation;

- fluctuations in currency [removed: exchange and interest] [added: exchange, interest, or inflation] rates that could impact our financial condition or results;

- our global tax rate being subject to a variety of different factors, [added: including the adoption and implementation in the European Union, the United States, the United Kingdom, or other countries of the Organization for Economic Co-operation and Development tax proposals or other pending proposals in those and other countries,] which could create volatility in that tax rate;

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

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

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

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

- our ability to [removed: develop] [added: develop, implement, update,] and [removed: implement] [added: enhance] new technology;

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

- our ability to continue, and the costs and risks associated [removed: with,] [added: with] growing, developing and integrating acquired business, and entering into new lines of business or products;

- our ability to [added: develop and] implement [added: innovative growth strategies and] initiatives intended to yield cost [removed: savings] [added: savings,] and the ability to achieve [removed: those] [added: such growth or] cost savings; and

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

| | | | [Item 1. [removed: Business](#iecf3957af2144a998ca6b4bba02afeca_16)] [added: Business](#i59e793ae01c14397a5ef8c35747c25dd_19)] | | |

| | | | [Item 1A. Risk [removed: Factors](#iecf3957af2144a998ca6b4bba02afeca_19)] [added: Factors](#i59e793ae01c14397a5ef8c35747c25dd_22)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#iecf3957af2144a998ca6b4bba02afeca_22)] [added: Comments](#i59e793ae01c14397a5ef8c35747c25dd_25)] | | |

| | | | [Item 2. [removed: Properties](#iecf3957af2144a998ca6b4bba02afeca_25)] [added: Properties](#i59e793ae01c14397a5ef8c35747c25dd_28)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#iecf3957af2144a998ca6b4bba02afeca_28)] [added: Proceedings](#i59e793ae01c14397a5ef8c35747c25dd_31)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosure](#iecf3957af2144a998ca6b4bba02afeca_31)] [added: Disclosure](#i59e793ae01c14397a5ef8c35747c25dd_34)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iecf3957af2144a998ca6b4bba02afeca_40)] [added: Securities](#i59e793ae01c14397a5ef8c35747c25dd_43)] | | |

| | | | [Item 6. [removed: \[Reserve\]](#iecf3957af2144a998ca6b4bba02afeca_43)] [added: \[Reserve\]](#i59e793ae01c14397a5ef8c35747c25dd_46)] | | |

| | | | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iecf3957af2144a998ca6b4bba02afeca_46)] [added: Operations](#i59e793ae01c14397a5ef8c35747c25dd_49)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iecf3957af2144a998ca6b4bba02afeca_64)] [added: Risk](#i59e793ae01c14397a5ef8c35747c25dd_67)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#iecf3957af2144a998ca6b4bba02afeca_67)] [added: Data](#i59e793ae01c14397a5ef8c35747c25dd_70)] | | |

| | | | [Aon plc Consolidated Statements of [removed: Income](#iecf3957af2144a998ca6b4bba02afeca_70)] [added: Income](#i59e793ae01c14397a5ef8c35747c25dd_73)] | | |

| | | | [Aon plc Consolidated Statements of Comprehensive [removed: Income](#iecf3957af2144a998ca6b4bba02afeca_73)] [added: Income](#i59e793ae01c14397a5ef8c35747c25dd_76)] | | |

| | | | [Aon plc Consolidated Statements of Financial [removed: Position](#iecf3957af2144a998ca6b4bba02afeca_76)] [added: Position](#i59e793ae01c14397a5ef8c35747c25dd_82)] | | |

| | | | [Aon plc Consolidated Statements of Cash [removed: Flows](#iecf3957af2144a998ca6b4bba02afeca_82)] [added: Flows](#i59e793ae01c14397a5ef8c35747c25dd_85)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#iecf3957af2144a998ca6b4bba02afeca_85)] [added: Statements](#i59e793ae01c14397a5ef8c35747c25dd_88)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iecf3957af2144a998ca6b4bba02afeca_148)] [added: Disclosure](#i59e793ae01c14397a5ef8c35747c25dd_145)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#iecf3957af2144a998ca6b4bba02afeca_151)] [added: Procedures](#i59e793ae01c14397a5ef8c35747c25dd_148)] | | |

| | | | [Item 9B. Other [removed: Information](#iecf3957af2144a998ca6b4bba02afeca_154)] [added: Information](#i59e793ae01c14397a5ef8c35747c25dd_151)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevents [removed: Inspections](#iecf3957af2144a998ca6b4bba02afeca_1496)] [added: Inspections](#i59e793ae01c14397a5ef8c35747c25dd_154)] | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027 | | | | | | AON27 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032 | | | | | | AON32 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052 | | | | | | AON52 | | | | | | New York Stock Exchange | | |

- international risks associated with our global operations, including impacts from military conflicts or political instability, such as the ongoing Russian war in Ukraine;

| [PART I](#i59e793ae01c14397a5ef8c35747c25dd_16) | | | | | |

| [PART II](#i59e793ae01c14397a5ef8c35747c25dd_40) | | | | | |

| [SIGNATURES](#i59e793ae01c14397a5ef8c35747c25dd_184) | | | | | |

| AUM | | | Assets Under Management | | |

| DOL | | | Department of Labor | | |

and other countries;

- international risks associated with our global operations;

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

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

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

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

| DOJ | | | Department of Justice | | |

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

[removed: See Note 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: 2021.][added: 2022.]

See Note 8 “Lease Commitments” of the Notes

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

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.

The executive officers of Aon, as of February [removed: 18, 2022] [added: 17, 2023] 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: 57] [added: 58] | | | | | | 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. 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: 59] [added: 60] | | | | | | 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: 50] [added: 51] | | | | | | 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: 43] [added: 44] | | | | | | 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. | | |

| Andy Weitz | | | | | | [removed: 45] [added: 46] | | | | | | 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: 50] [added: 51] | | | | | | 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. | | |

| Mindy Simon | | | | | | 46 | | | | | | Chief Operating Officer. Ms. Simon joined Aon as Chief Operating Officer in October 2022. Prior to joining Aon, Ms. Simon served as Chief Information Officer for Conagra Brands since June 2017. Prior to her role as Chief Information Officer, Ms. Simon held a variety of roles in finance and information technology with Conagra Brands since joining the company in 2000, including serving as VP Global Business Services from January 2016 to June 2017, and VP Information Technology from 2008 to 2016. | | |

| 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. | | |

On February [removed: 17, 2022,] [added: 16, 2023,] the last reported sale price of our ordinary shares as reported by the NYSE was [removed: $281.04] [added: $310.25] per share.

We have approximately [removed: 403] [added: 409] holders of record of our class A ordinary shares as of February [removed: 17, 2022.][added: 16, 2023.]

The following information relates to the repurchases of equity securities by Aon or any affiliated purchaser during [removed: any] [added: each] month within the fourth quarter of the fiscal year covered by this report:

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

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

We did not make any unregistered sales of equity in [removed: 2021.][added: 2022.]

| 10/1/22 – 10/31/22 | | | | | | 896,708 | | | | | | $ | 278.80 | | | | | 896,708 | | | | | | $ | 6,442,274,888 | |

| 11/1/22 – 11/30/22 | | | | | | 660,458 | | | | | | $ | 296.76 | | | | | 660,458 | | | | | | $ | 6,246,278,509 | |

| 12/1/22 – 12/31/22 | | | | | | 753,523 | | | | | | $ | 303.90 | | | | | 753,523 | | | | | | $ | 6,017,286,196 | |

| | | | | | | 2,310,689 | | | | | | $ | 292.12 | | | | | 2,310,689 | | | | | | $ | 6,017,286,196 | |

| 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 | |

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

We have audited the accompanying consolidated [removed: statement] [added: statements] of financial position of Aon plc (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, shareholders’ equity [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note [removed: 10] [added: 9] “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had net deferred tax assets of [removed: $365] [added: $725] million at December 31, [removed: 2021.] [added: 2022.] 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 certain net deferred tax assets involve significant management judgement including assumptions and estimates related to the [removed: amount] [added: amount, timing,] and [removed: timing] [added: jurisdiction] 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 judgement around management’s assumptions and [removed: estimates.] [added: estimates of future taxable income.] | | | | | | | | | | | |

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

[removed: ][added: ]

| (millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenue | | | | | | $ | [removed: 12,193] [added: 12,479] | | | | | $ | [removed: 11,066] [added: 12,193] | | | | | $ | [removed: 11,013] [added: 11,066] | |

| Compensation and benefits | | | | | | [removed: 6,738] [added: 6,477] | | | | | | [removed: 5,905] [added: 6,738] | | | | | | [removed: 6,054] [added: 5,905] | | |

| Information technology | | | | | | [removed: 477] [added: 509] | | | | | | [removed: 444] [added: 477] | | | | | | [removed: 494] [added: 444] | | |

| Premises | | | | | | [removed: 327] [added: 289] | | | | | | [removed: 291] [added: 327] | | | | | | [removed: 339] [added: 291] | | |

| Depreciation of fixed assets | | | | | | [removed: 179] [added: 151] | | | | | | [removed: 167] [added: 179] | | | | | | [removed: 172] [added: 167] | | |

| Amortization and impairment of intangible assets | | | | | | [removed: 147] [added: 113] | | | | | | [removed: 246] [added: 147] | | | | | | [removed: 392] [added: 246] | | |

| Other general expense | | | | | | [removed: 2,235] [added: 1,271] | | | | | | [removed: 1,232] [added: 2,235] | | | | | | [removed: 1,393] [added: 1,232] | | |

| Total operating expenses | | | | | | [removed: 10,103] [added: 8,810] | | | | | | [removed: 8,285] [added: 10,103] | | | | | | [removed: 8,844] [added: 8,285] | | |

| Operating income | | | | | | [removed: 2,090] [added: 3,669] | | | | | | [removed: 2,781] [added: 2,090] | | | | | | [removed: 2,169] [added: 2,781] | | |

| Interest income | | | | | | [removed: 11] [added: 18] | | | | | | [removed: 6] [added: 11] | | | | | | [removed: 8] [added: 6] | | |

| Interest expense | | | | | | [removed: (322)] [added: (406)] | | | | | | [removed: (334)] [added: (322)] | | | | | | [removed: (307)] [added: (334)] | | |

| Other income [added: (expense)] | | | | | | [removed: 152] [added: (125)] | | | | | | [removed: 13] [added: 152] | | | | | | [removed: —] [added: 13] | | |

| Income before income taxes | | | | | | [removed: 1,931] [added: 3,156] | | | | | | [removed: 2,466] [added: 1,931] | | | | | | [removed: 1,870] [added: 2,466] | | |

| Income tax expense | | | | | | [removed: 623] [added: 510] | | | | | | [removed: 448] [added: 623] | | | | | | [removed: 297] [added: 448] | | |

| Net income | | | | | | [removed: 1,308] [added: 2,646] | | | | | | [removed: 2,018] [added: 1,308] | | | | | | [removed: 1,573] [added: 2,018] | | |

| Less: Net income attributable to noncontrolling interests | | | | | | [removed: 53] [added: 57] | | | | | | [removed: 49] [added: 53] | | | | | | [removed: 41] [added: 49] | | |

| Net income attributable to Aon shareholders | | | | | | $ | [removed: 1,255] [added: 2,589] | | | | | $ | [removed: 1,969] [added: 1,255] | | | | | $ | [removed: 1,532] [added: 1,969] | |

| [removed: Basic] [added: Basic] net income per share attributable to Aon [removed: shareholders] [added: shareholders] | | | | | | $ | [removed: 5.59] [added: 12.23] | | | | | $ | [removed: 8.49] [added: 5.59] | | | | | $ | [removed: 6.42] [added: 8.49] | |

| [removed: Diluted] [added: Diluted] net income per share attributable to Aon [removed: shareholders] [added: shareholders] | | | | | | $ | [removed: 5.55] [added: 12.14] | | | | | $ | [removed: 8.45] [added: 5.55] | | | | | $ | [removed: 6.37] [added: 8.45] | |

| [removed: Weighted] [added: Weighted] average ordinary shares outstanding - [removed: basic] [added: basic] | | | | | | [removed: 224.7] [added: 211.7] | | | | | | [removed: 231.9] [added: 224.7] | | | | | | [removed: 238.6] [added: 231.9] | | |

| [removed: Weighted] [added: Weighted] average ordinary shares outstanding - [removed: diluted] [added: diluted] | | | | | | [removed: 226.1] [added: 213.2] | | | | | | [removed: 233.1] [added: 226.1] | | | | | | [removed: 240.6] [added: 233.1] | | |

| (millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | | | | $ | [removed: 1,308] [added: 2,646] | | | | | $ | [removed: 2,018] [added: 1,308] | | | | | $ | [removed: 1,573] [added: 2,018] | |

| Net income attributable to Aon shareholders | | | | | | [removed: 1,255] [added: 2,589] | | | | | | [removed: 1,969] [added: 1,255] | | | | | | [removed: 1,532] [added: 1,969] | | |

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

| Foreign currency translation adjustments | | | | | | [removed: (289)] [added: (528)] | | | | | | [removed: 263] [added: (289)] | | | | | | [removed: 14] [added: 263] | | |

| Postretirement benefit obligation | | | | | | [removed: 277] [added: (211)] | | | | | | [removed: (101)] [added: 277] | | | | | | [removed: (141)] [added: (101)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: (11)] [added: (752)] | | | | | | [removed: 175] [added: (11)] | | | | | | [removed: (124)] [added: 175] | | |

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

| Total other comprehensive income (loss) attributable to Aon shareholders | | | | | | [removed: (10)] [added: (752)] | | | | | | [removed: 172] [added: (10)] | | | | | | [removed: (124)] [added: 172] | | |

| Comprehensive income attributable to Aon shareholders | | | | | | $ | [removed: 1,245] [added: 1,837] | | | | | $ | [removed: 2,141] [added: 1,245] | | | | | $ | [removed: 1,408] [added: 2,141] | |

Consolidated Statements of Shareholders’ [removed: Equity][added: Equity (Deficit)]

February 17, 2023

| Less: Net income attributable to noncontrolling interests | | | | | | 57 | | | | | | 53 | | | | | | 49 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 2,589 | | | | | | — | | | | | | 57 | | | | | | 2,646 | | |

| Shares repurchased | | | | | | (11.1) | | | | | | — | | | | | | (3,203) | | | | | | — | | | | | | — | | | | | | (3,203) | | |

| Net purchases of shares from noncontrolling interests | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (2) | | |

| Balance at December 31, 2022 | | | | | | 205.4 | | | | | | $ | 6,866 | | | | | $ | (2,772) | | | | | $ | (4,623) | | | | | $ | 100 | | | | | $ | (429) | |

| Depreciation of fixed assets | | | | | | 151 | | | | | | 179 | | | | | | 167 | | |

| Amortization and impairment of intangible assets | | | | | | 113 | | | | | | 147 | | | | | | 246 | | |

| Other, net | | | | | | 170 | | | | | | 5 | | | | | | 2 | | |

| Proceeds from issuance of shares | | | | | | 58 | | | | | | 55 | | | | | | 44 | | |

| Cash paid for employee taxes on withholding shares | | | | | | (215) | | | | | | (185) | | | | | | (193) | | |

| Commercial paper issuances, net of repayments | | | | | | (65) | | | | | | 671 | | | | | | (113) | | |

| Issuance of debt | | | | | | 1,967 | | | | | | 1,495 | | | | | | 991 | | |

| Repayment of debt | | | | | | (500) | | | | | | (413) | | | | | | (607) | | |

In prior periods, commercial paper issuances and repayments were included in Issuance of debt and Repayment of debt, respectively, in the Consolidated Statements of Cash Flows.

The net amount of commercial paper activity is now disclosed separately in Commercial paper issuances, net of repayments in the Consolidated Statements of Cash Flows.

For the year ended December 31, 2021 and December 31, 2020, commercial paper issuances reclassified from Issuance of debt was $4,478 million and $3,162 million, respectively, and commercial paper repayments reclassified from Repayment of debt was $3,807 million and $3,275 million, respectively.

Further information on the gross commercial paper activity for the current and prior year periods is included within the Liquidity and Financial Conditions section of Part II Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In November 2022, Aon incurred a non-cash pension settlement charge of $170 million in connection with the purchase of an annuity for portions of its U.S. pension plans.

Aon has separately classified the non-cash pension settlement charge within Other, net on the Consolidated Statement of Cash Flows as an adjustment to reconcile Net income to Cash provided by operating activities for the period ended December 31, 2022.

For the years ended December 31, 2021 and 2020, Aon incurred insignificant non-cash pension settlement charges of $5 million and $2 million, respectively, which were presented as changes in assets and liabilities held within Pension, other postretirement and other postemployment liabilities in the Consolidated Statements of Cash Flows.

See Note 11 “Employee Benefits” for further information regarding the non-cash settlement charges incurred.

In prior periods, Cash paid for employee taxes on withholding shares were included with Proceeds from issuance of shares, and presented as Issuance of shares for employee benefit plans in the Consolidated Statements of Cash Flows.

These items are now presented separately and prior year balances have been reclassified to conform to current year presentation.

For the year ended December 31, 2021 and December 31, 2020, Proceeds from issuance of shares was $55 million and $44 million, respectively, and Cash paid for employee taxes on withholding shares was $185 million and $193 million, respectively.

The customer

Revenue generated from the Company’s delegated investment business is generally earned as an agreed percentage based on AUM and, to a lesser extent, based on performance fees.

Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue.

The Company’s lease agreements may include initial direct costs and lease incentives.

Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are included in the measurement of the ROU asset.

Payments made to or on behalf of the Company, such as tenant improvement allowances, represent incentives that are considered reductions to the ROU asset and lease expense over the lease term.

The Company does not hold a controlling financial interest over any VIEs that significantly impacts the VIE’s economic performance and the Company does not have rights to any significant benefits or obligations to absorb potentially significant losses.

All issued, but not yet effective, guidance has been deemed not applicable or not significant to the Consolidated Financial Statements.

| Total revenue | | | | | | $ | 12,479 | | | | | $ | 12,193 | | | | | $ | 11,066 | |

| Total revenue | | | | | | $ | 12,479 | | | | | $ | 12,193 | | | | | $ | 11,066 | |

| | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | | 2022 | | | | | | 2021 | | |

(1) Refer to Note 11 “Employee Benefits” for further information.

| Intangible assets | | | 78 | | |

February 18, 2022

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

| Net income | | | | | | — | | | | | | — | | | | | | 1,532 | | | | | | — | | | | | | 41 | | | | | | 1,573 | | |

| Shares purchased | | | | | | (10.5) | | | | | | — | | | | | | (1,960) | | | | | | — | | | | | | — | | | | | | (1,960) | | |

| Adoption of new accounting guidance | | | | | | — | | | | | | — | | | | | | (6) | | | | | | — | | | | | | — | | | | | | (6) | | |

| Issuance of shares for employee benefit plans | | | | | | (130) | | | | | | (149) | | | | | | (131) | | |

| Issuance of debt | | | | | | 5,973 | | | | | | 4,153 | | | | | | 6,052 | | |

| Repayment of debt | | | | | | (4,220) | | | | | | (3,882) | | | | | | (4,941) | | |

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.

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.

Disaggregation of Revenue

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 | | |

| Cash provided by operating activities | | | $ | 2,783 | | $ | — | | $ | 2,783 | | | | | $ | 1,835 | | $ | — | | $ | 1,835 | |

| Cash used for investing activities | | | (679) | | | — | | | (679) | | | | | | (229) | | | — | | | (229) | | |

| Cash provided by (used for) financing activities | | | (2,088) | | | 316 | | | (1,772) | | | | | | (1,493) | | | 1,246 | | | (247) | | |

| Net increase in cash and cash equivalents and funds held on behalf of clients | | | 94 | | | 535 | | | 629 | | | | | | 134 | | | 1,288 | | | 1,422 | | |

| Cash and cash equivalents and funds held on behalf of clients at beginning of year | | | 790 | | | 5,154 | | | 5,944 | | | | | | 656 | | | 3,866 | | | 4,522 | | |

| Cash and cash equivalents and funds held on behalf of clients at end of year | | | $ | 884 | | $ | 5,689 | | $ | 6,573 | | | | | $ | 790 | | $ | 5,154 | | $ | 5,944 | |

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

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

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

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: 2021.][added: 2022.]

Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 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: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] that have materially affected, or that are reasonably likely to materially affect, Aon’s internal control over financial reporting.

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

We have audited Aon plc’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021 and 2020,] [added: 2022] and [added: 2021,] the related consolidated statements of income, comprehensive income, shareholders' equity [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion thereon.

[removed: ][added: ]

February 17, 2023

February 18, 2022

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: 2022] [added: 2023] Annual General Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference.

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

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

| | | | Consolidated Statements of Financial Position — As of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | | | |

| | | | Consolidated Statements of Income — Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | | | |

| | | | Consolidated Statements of Comprehensive Income — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | |

| | | | Consolidated Statements of Shareholders’ Equity — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | |

| | | | Consolidated Statements of Cash Flows — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | |

| | | | | | | [removed: 2.1*] [added: 10.8*] | | | [removed: [Business Combination] [added: [Purchase] Agreement, dated [removed: March] [added: February] 9, [removed: 2020,] [added: 2017,] between Aon plc and [removed: Willis Towers Watson Public Limited Company (“WTW”)] [added: Tempo Acquisition, LLC] - incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed [removed: March] [added: February] 10, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520067667/d753177dex21.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/315293/000110465917007945/a17-4192_1ex2d1.htm)] | | |

| | | | | | | [removed: 2.2*] [added: 10.74*#] | | | [removed: [Appendix 3] [added: [Master Amendment] to the [removed: Rule 2.5 Announcement,] [added: Remaining Plans,] dated [removed: March 9, 2020] [added: April 1, 2020, of Aon Corporation] - incorporated by reference to Exhibit [removed: 2.2] [added: 10.3] to Aon’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed [removed: March 10, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520067667/d753177dex22.htm)] [added: April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex103.htm)] | | |

| | | | | | | [removed: 2.3*] [added: 10.10*#] | | | [removed: [Expenses Reimbursement Agreement, dated March 9, 2020, between] [added: [Deed of Assumption of] Aon [removed: plc and WTW] [added: plc, dated April 1, 2020] - incorporated by reference to Exhibit [removed: 2.3] [added: 10.1] to Aon’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed [removed: March 10, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520067667/d753177dex23.htm)] [added: April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex101.htm)] | | |

| | | | | | | [removed: 2.4*] [added: 10.38*#] | | | [removed: [Assignment Agreement,] [added: [Amendment to International Assignment Letter,] dated [removed: April 2,] [added: June 19,] 2020, between Aon [removed: plc] [added: Corporation] and [removed: Aon plc (UK)] [added: Greg C. Case] - incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to Aon’s Current Report on Form 8-K filed [removed: April 2, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520096190/d842402dex21.htm)] [added: June 25, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520178023/d947905dex102.htm)] | | |

| | | | | | | [removed: 2.5*] [added: 10.44*#] | | | [Amendment [removed: No. 1] to [removed: the Business Combination] [added: Employment] Agreement, dated [removed: October 30, 2020,] [added: April 19, 2018,] between Aon [removed: plc] [added: Corporation] and [removed: WTW] [added: Christa Davies] - incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to Aon’s Current Report on Form 8-K filed [removed: October 30, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520282544/d873218dex21.htm)] [added: on April 25, 2018.](http://www.sec.gov/Archives/edgar/data/315293/000119312518129799/d571873dex101.htm)] | | |

| | | | | | | [removed: 4.25*] [added: 4.25] | | | [Description of Securities of Aon plc that are registered under Section 12 of the Securities Exchange Act of [removed: 1934,] [added: 193](https://www.sec.gov/Archives/edgar/data/315293/000162828023004087/exhibit4252022.htm)[4,] as [removed: 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)] [added: amended](https://www.sec.gov/Archives/edgar/data/315293/000162828023004087/exhibit4252022.htm).] | | |

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

| | | | | | | 4.28* | | | [Form of 2.900% Senior Note due 2051 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed August 23, [removed: 2021](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521254127/d202124dex42.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521254127/d202124dex42.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521254127/d202124dex42.htm)] | | |

| Material Contracts. | | | | | | | | | [added: | | |]

| | | | [added: | | |] 10.1* | | | [$1,000,000,000 Credit Agreement, dated September 28, 2021, among Aon plc, Aon Corporation, Aon UK Limited, Aon Global Holdings plc and Aon Global Limited with Citibank, N.A., as administrative agent, the lenders party thereto, HSBC Bank USA, National Association and Morgan Stanley Senior Funding, Inc., as syndication agents, and Citibank, N.A., HSBC Securities (USA) and Morgan Stanley Senior Funding, 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 on September 30, [removed: 2021](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex101.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex101.htm)] | | |

| | | | [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) | | |

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

| | | | [added: | | |] 10.4* | | | [Lender Assumption Agreement, dated February 27, 2020, among Aon plc, Citibank, N.A. and the parties thereto, with respect to the 2017 Credit Agreement - incorporated by reference to Exhibit 10.12 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit1012.htm) | | |

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

| | | | [added: | | |] 10.6* | | | [Amendment No. 2 to the 2017 Credit Agreement, dated September 28, 2021, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Citibank, N.A., as administrative agent, and the lenders party thereto - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on September 30, [removed: 2021](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex102.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex102.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521287444/d222574dex102.htm)] | | |

| | | | [removed: 10.7*] | | | [removed: [Purchase] [added: 10.9* | | | [Amendment No. 1 to Purchase] Agreement, dated [removed: February 9,] [added: April 17,] 2017, between Aon plc and Tempo Acquisition, LLC - incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to Aon’s [removed: Current] [added: Quarterly] Report on [removed: Form 8-K filed February 10, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000110465917007945/a17-4192_1ex2d1.htm)] [added: 10-Q for the quarter ended March 31, 2017.](http://www.sec.gov/Archives/edgar/data/315293/000162828017005272/exhibit102.htm)] | | |

| | | | [removed: 10.8*] | | | [added: 10.34*# | | |] [Amendment [removed: No. 1] to [removed: Purchase] [added: the Amended and Restated Change in Control] Agreement, dated April [removed: 17, 2017,] [added: 27, 2016,] between Aon plc and [removed: Tempo Acquisition, LLC] [added: Gregory C. Case] - incorporated by reference to Exhibit [removed: 10.2 to] [added: 10.11 on] Aon’s Quarterly Report on [added: Form] 10-Q for the quarter ended March 31, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/315293/000162828017005272/exhibit102.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a1011amendment-gregcasetie.htm)] | | |

| | | | [removed: 10.9*#] | | | [removed: [Deed] [added: 10.24*# | | | [Form] of [removed: Assumption] [added: Deed] of [added: Indemnity of] Aon [removed: plc, dated April 1, 2020] [added: plc] - incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to Aon’s Current Report on Form 8-K12B filed April 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex101.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex104.htm)] | | |

| | | | [removed: 10.10*#] | | | [added: 10.11*# | | |] [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: 10.11*#] | | | [added: 10.12*# | | |] [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: 10.12*#] | | | [added: 10.13*# | | |] [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: 10.13*#] | | | [added: 10.14*# | | |] [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: 10.14*#] | | | [added: 10.15*# | | |] [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 8-K12B filed April 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d10.htm) | | |

| | | | [removed: 10.15*#] | | | [added: 10.16*# | | |] [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: 10.16*#] | | | [added: 10.17*# | | |] [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: 10.17*#] | | | [added: 10.18*# | | |] [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 for the quarter ended June 30, 2019.](http://www.sec.gov/Archives/edgar/data/315293/000162828019009103/a101aonplcamendedandre.htm) | | |

| | | | [removed: 10.18*#] | | | [added: 10.19*# | | |] [First Amendment to the Aon plc 2011 Incentive Plan, effective September 13, 2021 - incorporated by reference to Exhibit 10.9 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2021](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a109firstamendmenttotheaon.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a109firstamendmenttotheaon.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a109firstamendmenttotheaon.htm)] | | |

| | | | [removed: 10.19*#] | | | [added: 10.23*# | | |] [Aon plc [added: Senior] Executive [removed: Committee] Incentive Compensation Plan [added: (as amended and restated, effective January 1, 2021)] - incorporated by reference to Exhibit [removed: 10.3] [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/a103executivecommitteeince.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828016015092/a103executivecommitteeince.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/315293/000162828021008451/a102aonplcseniorexecutivei.htm)] | | |

| | | | [removed: 10.20#] | | | [added: 10.20*# | | |] [Aon plc Leadership Performance Program (as amended and restated, effective January 1, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/315293/000162828022003180/exhibit10202021.htm)] [added: 2021) - incorporated by reference to Exhibit 10.20 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2021.](http://www.sec.gov/Archives/edgar/data/315293/000162828022003180/exhibit10202021.htm)] | | |

| | | | [added: | | |] 10.21*# | | | [Aon plc Senior Executive Combined Severance and Change in Control Plan (as amended and restated, effective June 21, 2019) - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter end June 30, [removed: 2019](http://www.sec.gov/Archives/edgar/data/0000315293/000162828019009103/a102-tiericicandsevera.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000162828019009103/a102-tiericicandsevera.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/0000315293/000162828019009103/a102-tiericicandsevera.htm)] | | |

| | | | [added: | | |] 10.22*# | | | [First Amendment to the Aon plc Amended and Restated Senior Executive Combined Severance and Change in Control Plan, effective September 30, 2021 - incorporated by reference to Exhibit 10.10 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2021](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a1010firstamendmenttotheao.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a1010firstamendmenttotheao.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/315293/000162828021020852/a1010firstamendmenttotheao.htm)] | | |

| | | | [removed: 10.23*#] | | | [added: 10.62*# | | |] [Aon plc [removed: Senior Executive Incentive Compensation Plan (as] [added: Global Share Purchase Plan,] amended and [removed: restated,] [added: restated] effective January 1, [removed: 2021)] [added: 2021] - incorporated by reference to Exhibit [removed: 10.2] [added: 10.61] 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: 2021.](http://www.sec.gov/Archives/edgar/data/315293/000162828021008451/a102aonplcseniorexecutivei.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828021002574/a1061aonglobalshareplannov.htm)] | | |

| | | | [removed: 10.24*#] | | | [added: 10.25*# | | |] [Form of Deed of Indemnity [added: for Directors] of Aon [removed: plc] [added: Global Limited] - incorporated by reference to Exhibit 10.4 to Aon’s Current Report on Form 8-K12B filed April [removed: 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex104.htm)] [added: 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d4.htm)] | | |

| | | | [removed: 10.25*#] | | | [added: 10.26*# | | |] [Form of Deed of Indemnity for [removed: Directors of Aon Global Limited] [added: Gregory C. Case] - incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] 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_1ex10d4.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d5.htm)] | | |

| | | | [removed: 10.26*#] | | | [added: 10.27*# | | |] [Form of Deed of Indemnity for [removed: Gregory C. Case] [added: Executive Officers of Aon plc] - incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] 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_1ex10d5.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d6.htm)] | | |

| | | | | | | 4.31* | | | [Third Indenture Supplement, dated February 28, 2022, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’ Current Report on Form 8-K filed February 28, 2022.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312522058150/d944068dex42.htm) | | |

| | | | | | | 4.32* | | | [Form of 2.850% Senior Note due 2027 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed February 28, 2022.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312522058150/d944068dex42.htm) | | |

| | | | | | | 4.33* | | | [Form of 3.900% Senior Note due 2052 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed February 28, 2022.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312522058150/d944068dex42.htm) | | |

| | | | | | | 4.34* | | | [Fourth Indenture Supplement, dated September 12, 2022, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’ Current Report on Form 8-K filed September 12, 2022.](http://www.sec.gov/Archives/edgar/data/315293/000119312522242984/d357255dex42.htm) | | |

| | | | | | | 4.35* | | | [Form of 5.000% Senior Note due 2032 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed September 12, 2022.](http://www.sec.gov/Archives/edgar/data/315293/000119312522242984/d357255dex42.htm) | | |

| | | | | | | 10.7* | | | [Amendment No. 3 to the 2017 Credit Agreement, dated Octob](http://www.sec.gov/Archives/edgar/data/315293/000119312522266744/d303395dex101.htm)[e](http://www.sec.gov/Archives/edgar/data/315293/000119312522266744/d303395dex101.htm)[r 19, 2022, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global limited, Citibank, N.A., as administrative agent, and the lenders party thereto – incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on October 21, 2022.](http://www.sec.gov/Archives/edgar/data/315293/000119312522266744/d303395dex101.htm) | | |

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| | | | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | | | | | | | |

| | | | 10.27*# | | | [Form of Deed of Indemnity for Executive Officers of Aon plc - incorporated by reference to Exhibit 10.6 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.](http://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d6.htm) | | |

| | | | 10.50# | | | [Letter Agreement, dated July 16, 2019, between Aon Corporation and Darren Zeidel](https://www.sec.gov/Archives/edgar/data/315293/000162828022003180/exhibit10502021.htm)[.](https://www.sec.gov/Archives/edgar/data/315293/000162828022003180/exhibit10502021.htm) | | |

| | | | 10.55*# | | | [Consent to Shared-Sacrifice Reduction in Salary, dated April 23, 2020, between Aon plc and Gregory C. Case - incorporated by reference to Exhibit 10.6 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit106consenttocov.htm) | | |

| | | | 10.56*# | | | [Consent to Shared-Sacrifice Reduction in Salary, dated April 23, 2020, between Aon plc and Christa Davies - incorporated by reference to Exhibit 10.7 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit107consenttocov.htm) | | |

| | | | 10.58*# | | | [Consent to Shared-Sacrifice Reduction in Salary, dated April 23, 2020, between Aon plc and John Bruno - incorporated by reference to Exhibit 10.9 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000162828020006142/exhibit109-consenttoco.htm) | | |

| | | | 10.73*# | | | [Fifth Amendment to the Aon Supplemental Savings Plan, effective January 1, 2021 – incorporated by reference to Exhibit 10.69 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020](http://www.sec.gov/Archives/edgar/data/0000315293/000162828021002574/a1069fifthamendment-ssp201.htm)[.](http://www.sec.gov/Archives/edgar/data/0000315293/000162828021002574/a1069fifthamendment-ssp201.htm) | | |

| | | | 10.75*# | | | [Aon Corporation Excess Benefit Plan (as amended and restated, effective January 1, 2009) and the following amendments thereto: First Amendment, dated January 1, 2009, Second Amendment, dated December 16, 2009, Third Amendment, dated December 31, 2018, and Fourth Amendment, dated December 27, 2019 - incorporated by reference to Exhibit 10.60 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2019](https://www.sec.gov/Archives/edgar/data/0000315293/000162828020001607/exhibit1060excessbenefit.htm)[.](https://www.sec.gov/Archives/edgar/data/0000315293/000162828020001607/exhibit1060excessbenefit.htm) | | |

| | | | 10.77*# | | | [Master Amendment to the Remaining Plans, dated April 1, 2020, of Aon Corporation - incorporated by reference to Exhibit 10.3 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex103.htm) | | |

| | | | 10.79*# | | | [Form of Acknowledgment of Tax Equalization Process Letter Agreement with Non-Employee Directors - incorporated by reference to Exhibit 10.74 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020](http://www.sec.gov/Archives/edgar/data/315293/000162828021002574/a1074aon-bodtaxequalizatio.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828021002574/a1074aon-bodtaxequalizatio.htm) | | |

| | | | 10.80* | | | [Termination Agreement, dated July 26, 2021, between Aon plc and WTW - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed July 26, 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521223710/d208525dex101.htm) | | |

| | | | 10.81*# | | | [Transition and Separation Agreement, dated July 27, 2021, between Anthony R. Goland and Aon Corporation - incorporated by reference to Exhibit 10.5 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021](http://www.sec.gov/Archives/edgar/data/315293/000162828021015069/transitionandseparationagr.htm)[.](http://www.sec.gov/Archives/edgar/data/315293/000162828021015069/transitionandseparationagr.htm) | | |

| Richard B. Myers | | | | | | | | | | | | | | |

| /s/ RICHARD C. NOTEBAERT | | | | | | Director | | | | | | February 18, 2022 | | |