Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) and (2). The following documents have been included in Part II, Item 8. | |||||||
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42), on Financial Statements | ||||||||
| Consolidated Statements of Financial Position — As of December 31, 2022 and 2021 | ||||||||
| Consolidated Statements of Income — Years Ended December 31, 2022, 2021, and 2020 | ||||||||
| Consolidated Statements of Comprehensive Income — Years Ended December 31, 2022, 2021 and 2020 | ||||||||
| Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2022, 2021 and 2020 | ||||||||
| Consolidated Statements of Cash Flows — Years Ended December 31, 2022, 2021 and 2020 | ||||||||
| Notes to Consolidated Financial Statements |
The following document has been included in Part II, Item 9.
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting |
All schedules for the Registrant and consolidated subsidiaries have been omitted because the required information is not present in amounts sufficient to require submission of the schedules or because the information required is included in the respective financial statements or notes thereto.
| (a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K) | |||||||||||
| Articles of Association. | |||||||||||
| 3.1* | Memorandum and Articles of Association of Aon plc - incorporated by reference to Exhibit 3.1 to Aon’s Current Report on Form 8-K filed June 4, 2021. | ||||||||||
| Instruments Defining the Rights of Security Holders, Including Indentures. | |||||||||||
| 4.1* | Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K12B filed April 1, 2020. | ||||||||||
| 4.2* | Capital Securities Guarantee Agreement dated as of January 13, 1997 between Aon and The Bank of New York, as Guarantee Trustee — incorporated by reference to Exhibit 4.8 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||||||||||
| 4.3* | Capital Securities Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.10 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||||||||||
| 4.4* | Debenture Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.11 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||||||||||
| 4.5* | Guarantee Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.12 to Aon’s Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997. | ||||||||||
| 4.6* | Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010) - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K12B filed April 1, 2020. | ||||||||||
| 4.7* | Form of 6.25% Senior Note due 2040 — incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K filed on September 10, 2010. | ||||||||||
| 4.8* | Indenture dated as of March 8, 2011, among Aon Finance N.S. 1, ULC, Aon Corporation and Computershare Trust Company of Canada. — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on March 8, 2011. | ||||||||||
| Section 1350 Certifications. | |||||||||||
| 32.1. | Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| 32.2. | Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| XBRL Exhibits. | |||||||||||
| Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K: | |||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
- Document has been previously filed with the SEC and is incorporated herein by reference herein. Unless otherwise indicated, such document was filed under Commission File Number 001-07933.
Indicates a management contract or compensatory plan or arrangement.
The registrant agrees to furnish to the SEC upon request a copy of (1) any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and (2) any schedules omitted with respect to any material plan of acquisition, reorganization, arrangement, liquidation or succession set forth above.
Item16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Aon plc | |||||||||||||||||
| By: | /s/ GREGORY C. CASE | ||||||||||||||||
| Gregory C. Case, Chief Executive Officer | |||||||||||||||||
| Date: | February 17, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ GREGORY C. CASE | Chief Executive Officer and Director (Principal Executive Officer) | February 17, 2023 | ||||||||||||
| Gregory C. Case | ||||||||||||||
| /s/ LESTER B. KNIGHT | Non-Executive Chairman and Director | February 17, 2023 | ||||||||||||
| Lester B. Knight | ||||||||||||||
| /s/ JIN-YONG CAI | Director | February 17, 2023 | ||||||||||||
| Jin-Yong Cai | ||||||||||||||
| /s/ JEFFREY C. CAMPBELL | Director | February 17, 2023 | ||||||||||||
| Jeffrey C. Campbell | ||||||||||||||
| /s/ FULVIO CONTI | Director | February 17, 2023 | ||||||||||||
| Fulvio Conti | ||||||||||||||
| /s/ CHERYL A. FRANCIS | Director | February 17, 2023 | ||||||||||||
| Cheryl A. Francis | ||||||||||||||
| /s/ ADRIANA KARABOUTIS | Director | February 17, 2023 | ||||||||||||
| Adriana Karaboutis | ||||||||||||||
| /s/ J. MICHAEL LOSH | Director | February 17, 2023 | ||||||||||||
| J. Michael Losh | ||||||||||||||
| /s/ RICHARD C. NOTEBAERT | Director | February 17, 2023 | ||||||||||||
| Richard C. Notebaert | ||||||||||||||
| /s/ GLORIA SANTONA | Director | February 17, 2023 | ||||||||||||
| Gloria Santona | ||||||||||||||
| /s/ BYRON SPRUELL | Director | February 17, 2023 | ||||||||||||
| Byron Spruell | ||||||||||||||
| /s/ CAROLYN Y. WOO | Director | February 17, 2023 | ||||||||||||
| Carolyn Y. Woo | ||||||||||||||
| /s/ CHRISTA DAVIES | Chief Financial Officer (Principal Financial Officer) | February 17, 2023 | ||||||||||||
| Christa Davies | ||||||||||||||
| /s/ MICHAEL NELLER | Global Controller (Principal Accounting Officer) | February 17, 2023 | ||||||||||||
| Michael Neller |
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