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, 2023 and 2022 | ||||||||
| Consolidated Statements of Income — Years Ended December 31, 2023, 2022, and 2021 | ||||||||
| Consolidated Statements of Comprehensive Income — Years Ended December 31, 2023, 2022 and 2021 | ||||||||
| Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2023, 2022 and 2021 | ||||||||
| Consolidated Statements of Cash Flows — Years Ended December 31, 2023, 2022 and 2021 | ||||||||
| Notes to Consolidated Financial Statements |
The following document has been included in Part II, Item 9.
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting |
All schedules for the Registrant and consolidated subsidiaries have been omitted because the required information is not present in amounts sufficient to require submission of the schedules or because the information required is included in the respective financial statements or notes thereto.
| (a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K) | |||||||||||
| Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | |||||||||||
| 2.1* | Agreement and Plan of Merger, by and among Aon plc, Randolph Acquisition Corp., Randolph Merger Sub LLC, NFP Intermediate Holdings A Corp. and NFP Parent Co, LLC, dated as of December 19, 2023 — incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8 K filed December 20, 2023. | ||||||||||
| 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. | ||||||||||
| 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. | ||||||||||
| Policy Relating to Recovery of Erroneously Awarded Compensation | |||||||||||
| 97.1 | Aon plc Incentive Repayment Policy (For Section 16 Officers), effective as of October 2, 2023. | ||||||||||
| 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.
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