Aon (AON) 10-K risk factor changes: FY2024 vs FY2023

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

- We may not recognize all of the expected benefits from our Accelerating Aon United program and other [removed: operation] [added: operational] improvement initiatives.

Risks Related to the [removed: Pending] Acquisition of [removed: NFP (the “Transaction”)][added: NFP]

[removed: - The implementation of] [added: There is a risk that] the [removed: OECD] global minimum tax regime [removed: in Ireland] could have a material adverse effect on our global effective tax rate, results of operations, cash flows and financial condition.

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, actions by central banks, or otherwise) [added: have caused in the past and] may [added: in the future] cause reductions in technology and discretionary spending by our clients, which may result in [added: 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 [removed: Commercial] Risk [removed: Solutions and Reinsurance Solutions lines.][added: Capital segment.]

In addition, certain discretionary services within our business, such as [removed: Human Capital,] [added: our talent advisory services,] project-related work within [added: our] Commercial [removed: Risk Solutions] [added: Risk, Health,] and [removed: Health Solutions,] [added: Wealth solution lines,] and transaction services, may see a decrease in activity if the overall level of economic activity results in a reduction to our clients’ discretionary spending.

Also, error and omission claims against us, which we refer to as E&O claims, may increase in economic [removed: downturns,] [added: downturns or due to other natural or human-caused disasters,] also adversely affecting our business.

As a global professional services firm, we compete with a broad variety of firms, including 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, [removed: technology,] [added: technology and] human resources [removed: consulting, and financial services firms.][added: consulting.]

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

Competitors may be able to innovate faster and respond better to evolving client demand and industry conditions, or may price their products in a manner that clients find more attractive than [removed: Aon.][added: Aon’s offerings.]

For example, we have invested significantly in Aon Business Services and the development of proprietary data and analytics tools including repositories of [added: our] global insurance and reinsurance placement information, which we use to help drive results for our clients in the insurance and reinsurance placement process.

In addition, innovation in [removed: technology,] [added: the technology we leverage in our products and business processes, our] capabilities, [added: the] sources of capital for our clients’ insurance and reinsurance needs, and the entry into new lines of business, services, or products require significant investment and present additional risks to [removed: the Company,] [added: our business,] particularly in instances where the [added: technologies and] markets are new or [removed: not fully developed] [added: developing] or where [added: we are new] participants in such [removed: markets are new entrants.][added: markets.]

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

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

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 [removed: other publicity.]

Accordingly, poor service [removed: to] [added: to, or the adverse opinion of,] one client may negatively impact our relationships with multiple other clients.

Damage to our reputation, including as a result of negative perceptions or publicity regarding a class of business, environmental matters, climate change, workforce make-up, pay equity, harassment, social justice, cyber [removed: security or] [added: security,] data [removed: privacy,] [added: privacy and data protection, use of artificial intelligence] or [added: innovative technology, 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 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 consistently indexed for inflation and [added: therefore,] may not [removed: rise as much as commission-based compensation;][added: offer the same financial performance;]

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

Our cost efficiencies may also be impacted by factors such as our ability to transition consultants from completed projects to new assignments, [removed: our ability] to secure new business, [removed: our ability] to forecast demand for our services (and, consequently, appropriately manage the size and location of our workforce), [removed: our ability] to develop, attract and retain suitable capabilities and talent, [removed: our ability] to obtain third party services at favorable prices, [removed: our ability] [added: and] to manage key suppliers to maximize [removed: delivery,] [added: delivery;] product and efficiency [removed: opportunities,] [added: opportunities;] inflation (including wage [removed: inflation)] [added: inflation);] and the need to devote time and resources to training and professional and business development.

[removed: Our] [added: Furthermore, our] investment 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.

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

Approximately [removed: 55%] [added: 51.2%] of our consolidated revenue is non-U.S., attributed on the basis of where the services are performed, and where products are sold, and the exposures created can have significant currency volatility.

[added: These currency exchange fluctuations create risk in both the translation of the financial] results of our global subsidiaries into U.S. dollars for our consolidated financial statements, as well as in those of our operations that receive revenue and incur expenses other than in their respective local currencies, which can reduce the profitability of our operations based on the direction the respective currencies’ exchange rates move.

For example, the strengthening of the value of the U.S. dollar versus other currencies [removed: might] [added: may] adversely affect the value of our products and services when translated to U.S. dollar, even if the value of such products and services has not changed in their original currency.

Operating funds available for corporate use were [removed: $1,147 million] [added: $1.3 billion] at December 31, [removed: 2023] [added: 2024] and are reported in Cash and cash equivalents and Short-term investments.

Of the total balance, [removed: $120] [added: $123] million was restricted to its use as of December 31, [removed: 2023.][added: 2024.]

Funds held on behalf of clients and insurers were [removed: $6.9] [added: $7.2] billion at December 31, [removed: 2023] [added: 2024] and are reported in Fiduciary assets.

As of December 31, [removed: 2023,] [added: 2024,] these long-term investments had a carrying value of [removed: $45] [added: $90] million.

[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: 2023,] [added: 2024,] we had total consolidated debt outstanding of approximately [removed: $11.2] [added: $17.0] billion.

In addition, each of [removed: these] [added: our committed credit] facilities [added: and the term loan] included customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, tested quarterly.

Our senior debt ratings at December 31, [removed: 2023] [added: 2024] were A- with a negative outlook (S&P), BBB+ with a [removed: negative] [added: stable] outlook (Fitch), and Baa2 with a stable outlook (Moody’s).

We are, and anticipate we will be, subject to income taxes in Ireland, the U.K., the [removed: U.S.] [added: U.S., Singapore] and many other jurisdictions.

As a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax legislation or regulations, the continuing development of regulations and other governmental action that affect the application of such legislation, our global mix of earnings, the use of global funding structures, the tax characteristics of our income, the effect of complying with transfer pricing requirements under laws of many different countries on our revenues and costs, [added: and] the consequences of acquisitions and dispositions of businesses and business segments.

In addition, we could be subject to increased taxation as a result of changes in eligibility for the benefits of current income tax treaties between and among Ireland, the U.K., the U.S and other countries, including any future amendments to the current income tax treaties between and among such countries, or any new statutory or regulatory provisions that [removed: might] [added: may] limit our ability to take advantage of any such treaties.

The OECD, a global coalition of member countries, proposed a plan (commonly referred to as “Pillar Two”) to reform international taxation which includes the introduction of a 15% [removed: global] [added: country-by-country] minimum tax on book income with specified [removed: adjustments and determined on a country-by-country basis.][added: adjustments.]

Ireland, the [removed: U.K.] [added: U.K., Singapore,] and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that [removed: are] [added: is generally] consistent with the [removed: OECD proposed] [added: OECD’s Pillar Two] tax regime.

[removed: Under Ireland’s Pillar Two tax regime, starting in 2024,] Aon’s net income [removed: (under] [added: (generally determined under] U.S. GAAP), with specified modifications and determined on [added: a] country-by-country basis, [removed: will be] [added: is] subject to the 15% minimum [removed: tax.][added: tax in countries that have enacted Pillar Two, and in Ireland (Aon’s parent company location) with respect to countries that have not enacted a qualifying minimum tax under Pillar Two.]

- Natural or human-caused disasters could result in declines in business and increases in claims that could adversely affect our financial condition and results of operations.

- We have incurred and may continue to incur significant integration-related costs in connection with the acquisition of NFP.

- Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.

For example, we continue to invest in artificial intelligence, particularly in generative artificial intelligence tools, and have developed governance and oversight measures regarding its use.

Certain use cases of artificial intelligence in our business processes could pose operational, legal or reputational risks where there may be incorrect outputs or bias in those systems or processes, or where there is inadequate human oversight.

other publicity.

The prices we are able to charge for our services are affected by a number of

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

As of December 31, 2024, we had two primary committed credit facilities outstanding, as well as a delayed draw term loan.

The credit facilities are intended to support our commercial paper obligations and our general working capital needs, and the delayed draw term loan was drawn upon in full in April 2024 to support the acquisition of NFP.

The OECD has issued numerous guidance documents that may change how Pillar Two operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future.

subsidiaries.

filing of additional lawsuits.

New or evolving laws or regulations may also lead our clients to include contractual requirements in their agreements with us, which may increase our costs of compliance or introduce additional organizational complexity.

In the U.S., legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the health insurance industry, thereby impacting the cost for companies that offer healthcare benefits to their employees, or more broadly affecting the structure or the stability of the insurance markets.

known as MDI.

If we cannot

We strive to maintain an equitable work environment that unlocks the full potential of all of our personnel.

- trade barriers, trade wars or tariffs.

In addition, data quality, integrity and availability is increasingly important to the success of our business strategies, operations, and our ability to leverage our data, both in our products and as a strategic asset.

Certain parties may receive, or otherwise have access to, confidential client, employee, or company information.

which have been successful and have resulted in unauthorized access to our systems and data.

It is possible that our internal policies, procedures and technical safeguards may not be adequate to ensure that confidential, proprietary or otherwise sensitive information is timely disposed of or deleted in a manner compliant with such policies and applicable law or regulation.

In addition, many privacy laws and related rules and regulations require us to provide individuals with information on how their personal data is used within Aon or collected from our websites.

Further, regulatory initiatives in the area of data privacy and data

A growing number of jurisdictions, particularly in the U.S., have introduced and enacted laws and regulations regarding automated decision making that may encompass artificial intelligence and non-artificial intelligence algorithmic tools.

These new regulations and any subsequent laws or regulations may present additional complexity and risk to our business, particularly but not limited to where these laws overlap with privacy laws designed to protect individuals.

We may not be able to integrate the NFP business successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of acquiring NFP may not be realized or may not be realized within the expected time frame.

We have devoted management attention and resources to integrating our and NFP's business practices so that we can fully realize the anticipated benefits of the NFP acquisition.

Nonetheless, the business and assets acquired may not be successful or may require greater resources and investments than originally anticipated.

We have incurred and may continue to incur significant integration-related costs in connection with the acquisition of NFP.

The Company’s shareholders passed a resolution at the Company’s annual general meeting of shareholders held on June 21, 2024, to extend such authority to issue, or grant rights to acquire, such number of shares up to approximately twenty percent of the Company’s issued share capital as of April 12, 2024 until December 21, 2025.

The Company’s shareholders passed a resolution at the Company’s most recent annual general meeting of shareholders renewing such authority until December 21, 2025, to allot and issue, or grant rights to acquire, shares for cash (i) in connection with a rights issue in favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately twenty percent of the Company’s issued share capital as of April 12, 2024.

- Our results of operations have been adversely affected and could be materially adversely affected in the future by the effects of natural or man-made disasters, including health pandemics or the impacts of climate change.

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

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

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

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

reductions in the growth of new business or reductions in existing business.

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.

In our investment businesses, we advise or act on behalf of clients regarding their investments.

The results of these investments are uncertain and subject to numerous factors, some of which are within our control and some which are not.

Clients that experience losses or lower than expected investment returns may leave us for competitors and/or assert claims against us.

These currency exchange fluctuations create risk in both the translation of the financial

As of December 31, 2023, we had two committed credit facilities outstanding.

Each of these facilities is intended to support our commercial paper obligations and our general working capital needs.

The OECD proposed tax regime has been nominally accepted by many countries within and without the OECD, although 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.

In any event, until further clarifications are provided, there is a risk that the global minimum tax regime could have a material adverse effect on our global effective tax rate, results of operations, cash flows and financial condition.

Furthermore, as

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

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

our real estate footprint to align to our hybrid working strategy.

- trade barriers.

We make investments in technology and data and

We may enter new lines of business or offer new products and services within existing lines of business either through acquisitions or through initiative to generate organic revenue growth.

These new lines of business, products, and services may present the Company with additional risks, particularly in instances where the markets are new or not fully developed or where participants in such markets are new entrants.

computer viruses, security breaches, and unauthorized access or improper actions by insiders or employees.

entities or others, or impair our reputation in the marketplace.

The completion of the Transaction is subject to a number of conditions, and if these conditions are not satisfied or waived on a timely basis, the Transaction may not be completed.

The completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the approval of regulatory authorities in the United Kingdom and Ireland, the effectiveness of a Registration Statement and the approval for listing on NYSE of the ordinary shares of Aon to be issued in connection with the Transaction.

There can be no assurance that the expiration or termination of the applicable waiting periods under the HSR Act or the other conditions to the obligations of the parties to effect the Transaction will be satisfied or waived.

In particular, foreign, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the Transaction and/or impose conditions on Aon or NFP as a condition to completion of the Transaction under applicable antitrust or other laws.

In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the Transaction will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the Transaction, materially reduce or delay the anticipated benefits of the Transaction or allow the parties to terminate the Merger Agreement.

Pursuant to the terms of the Merger Agreement, Aon may be required to offer and agree to undertake certain specified behavioral remedies with regulatory authorities.

If Aon is required to divest assets or businesses related to NFP, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures.

If the Transaction, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that Aon expects to achieve as a result of the Transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on Aon’s business, financial condition and results of operations.

Failure to complete the Transaction could have an adverse effect on Aon.

If the Transaction is not completed for any reason, Aon’s ongoing business may be adversely affected and, without realizing any of the potential benefits of completing the Transaction, Aon will be subject to a number of risks, including the following:

- Aon will be required to pay certain costs and expenses relating to the Transaction;

- if the Merger Agreement is terminated under specified circumstances or circumstances related to a failure to obtain the required antitrust clearances or other regulatory clearances provided for by the Merger Agreement, Aon may be obligated to pay to NFP a termination fee equal to $250 million;

- Aon may experience negative reactions from the financial markets, including negative impacts on the market price of Aon’s securities;

- the manner in which clients, vendors, business partners and other third parties perceive Aon may be negatively impacted, which in turn could affect its ability to compete for new business or to obtain renewals in the marketplace;

- matters relating to the Transaction (including integration planning) may require substantial commitments of time and resources by management, which could otherwise have been devoted to other opportunities that may have been beneficial to Aon; and

EXECUTIVE SUMMARY OF [removed: 2023] [added: 2024] FINANCIAL RESULTS

Aon plc is a leading global professional services firm providing a broad range of [removed: risk] [added: Risk Capital] and [removed: human capital] [added: Human Capital] solutions.

Management remains focused on strengthening Aon and uniting the firm with [removed: one] [added: a] portfolio of [removed: capability] [added: Risk Capital and Human Capital capabilities] enabled by data and analytics and [removed: one] [added: a united] operating model to deliver additional insight, connectivity, and efficiency.

The following is a summary of our [removed: 2023] [added: 2024] financial results:

[removed: - Revenue increased $897 million, or 7%, to $13.4 billion in 2023 compared to 2022, reflecting] [added: The increase was primarily driven by] 7% organic revenue growth and a 2% favorable impact from fiduciary investment income, partially offset by a 2% unfavorable impact from acquisitions, [removed: divestitures] [added: divestitures,] and other.

[removed: - Operating] [added: Total operating] expenses increased $781 million, or 9%, to $9.6 billion in 2023 [removed: compared to 2022 due] primarily [added: due] to an increase in expense associated with 7% organic revenue growth, investments in long-term growth, a $197 million charge in connection with certain accrued actual or anticipated legal settlement expenses, and $135 million of expenses related to the Accelerating Aon United Restructuring Program.

- Due to the factors set forth above, Net income was [removed: $2.6] [added: $2.7] billion in [removed: 2023, a decrease] [added: 2024, an increase] of [removed: $18] [added: $92] million, or [removed: 1%,] [added: 4%,] from [removed: 2022.][added: 2023.]

- Diluted earnings per share [removed: increased 3% to $12.51] [added: was $12.49] per share [removed: during the twelve months of 2023] [added: in 2024] compared to [removed: $12.14] [added: $12.51] per share [removed: for] [added: in] the prior year period.

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

The following is our measure of performance against these four metrics for [removed: 2023:][added: 2024:]

- Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was [removed: 7%] [added: 6%] in [removed: 2023,] [added: 2024,] compared to [removed: 6%] [added: 7%] organic growth in the prior year [removed: period.][added: period, driven by net new business and ongoing strong retention.]

- Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was [removed: 31.6%] [added: 31.5%] in [removed: 2023,] [added: 2024,] compared to [removed: 30.8%] [added: 31.6%] in the prior [removed: year period.][added: year.]

The [removed: increase] [added: decrease] in adjusted operating margin primarily reflects [removed: 7% organic revenue growth] [added: the addition of NFP] and [removed: higher fiduciary investment income,] [added: increased expenses,] partially offset by [removed: increased expenses] [added: 6% organic revenue growth] and [removed: investments in long-term growth.][added: $110 million of net restructuring savings.]

- Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was [removed: $14.14] [added: $15.60] per share in [removed: 2023,] [added: 2024,] an increase of [removed: $0.75] [added: $1.46] per share, or [removed: 6%,] [added: 10%,] from [removed: $13.39] [added: $14.14] per share in [removed: 2022.][added: 2023.]

- Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was [removed: $3.2] [added: $2.8] billion in [removed: 2023, an increase] [added: 2024, a decrease] of [removed: $160] [added: $366] million, or [removed: 5%,] [added: 11%,] from [removed: $3.0] [added: $3.2] billion in [removed: 2022,] [added: 2023,] reflecting [removed: an increase] [added: a decrease] in Cash flows from operations, partially offset by a [removed: $56] [added: $34] million [removed: increase] [added: decrease] in capital expenditures.

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

| | | | [added: 2023] | | | [added: | | | 2022 | | | | | |] 2023 | | | | | | 2022 | | | | | | [removed: 2021] [added: 2023] | | | [added: | | | 2022 | | | | | | 2023 | | | | | | 2022 | | |]

| [removed: Total revenue] [added: Total revenue] | | | | | | $ | 13,376 | | | | | $ | 12,479 | | | | | [removed: $] [added: 7%] | [removed: 12,193] | | [added: | | | —% | | | | | | 2% | | | | | | (2)% | | | | | | 7% | | |]

| Compensation and benefits | | | | | | [removed: 6,902] [added: 8,283] | | | | | | [removed: 6,477] [added: 6,902] | | | | | | [removed: 6,738] [added: 6,477] | | |

| Information technology | | | | | | [removed: 534] [added: 539] | | | | | | [removed: 509] [added: 534] | | | | | | [removed: 477] [added: 509] | | |

| Premises | | | | | | [removed: 294] [added: 325] | | | | | | [removed: 289] [added: 294] | | | | | | [removed: 327] [added: 289] | | |

| Depreciation of fixed assets | | | | | | [removed: 167] [added: 183] | | | | | | [removed: 151] [added: 167] | | | | | | [removed: 179] [added: 151] | | |

| Amortization and impairment of intangible assets | | | [added: 53] | | | [removed: 89] | | | [added: 62] | | | [removed: 113] | | | [added: 36] | | | [removed: 147] | | | [added: 51 | | | | | | — | | | | | | — | | | | | | 89 | | | | | | 113 | | |]

| Other general expense | | | | | | [removed: 1,470] [added: 1,641] | | | | | | [removed: 1,271] [added: 1,470] | | | | | | [removed: 2,235] [added: 1,271] | | |

| Accelerating Aon United Program expenses [added: (2)] | | | [added: 57] | | | [removed: 135] | | | [added: —] | | | [added: | | | 23 | | | | | |] — | | | | | | [added: 55 | | | | | |] — | | | [added: | | | 135 | | | | | | — | | |]

| Total operating expenses | | | | | | [removed: 9,591] [added: 11,863] | | | | | | [removed: 8,810] [added: 9,591] | | | | | | [removed: 10,103] [added: 8,810] | | |

| Operating income | | | | | | [removed: 3,785] [added: 3,835] | | | | | | [removed: 3,669] [added: 3,785] | | | | | | [removed: 2,090] [added: 3,669] | | |

| Interest income | | | | | | [removed: 31] [added: 67] | | | | | | [removed: 18] [added: 31] | | | | | | [removed: 11] [added: 18] | | |

| Interest expense | | | | | | [removed: (484)] [added: (788)] | | | | | | [removed: (406)] [added: (484)] | | | | | | [removed: (322)] [added: (406)] | | |

| Other income (expense) | | | | | | [removed: (163)] [added: 348] | | | | | | [removed: (125)] [added: (163)] | | | | | | [removed: 152] [added: (125)] | | |

| Income before income taxes | | | | | | [removed: 3,169] [added: 3,462] | | | | | | [removed: 3,156] [added: 3,169] | | | | | | [removed: 1,931] [added: 3,156] | | |

| Income tax expense | | | | | | [removed: 541] [added: 742] | | | | | | [removed: 510] [added: 541] | | | | | | [removed: 623] [added: 510] | | |

| Net income | | | | | | [removed: 2,628] [added: 2,720] | | | | | | [removed: 2,646] [added: 2,628] | | | | | | [removed: 1,308] [added: 2,646] | | |

| Less: Net income attributable to [added: redeemable and nonredeemable] noncontrolling interests | | | | | | [removed: 64] [added: 66] | | | | | | [removed: 57] [added: 64] | | | | | | [removed: 53] [added: 57] | | |

| Net income attributable to Aon shareholders | | | | | | $ | [removed: 2,564] [added: 2,654] | | | | | $ | [removed: 2,589] [added: 2,564] | | | | | $ | [removed: 1,255] [added: 2,589] | |

| Diluted net income per share attributable to Aon shareholders | | | | | | $ | [removed: 12.51] [added: 12.49] | | | | | $ | [removed: 12.14] [added: 12.51] | | | | | $ | [removed: 5.55] [added: 12.14] | |

| Weighted average ordinary shares outstanding - diluted | | | | | | [removed: 205.0] [added: 212.5] | | | | | | [removed: 213.2] [added: 205.0] | | | | | | [removed: 226.1] [added: 213.2] | | |

Consolidated [added: and Segment] Results for 2023 Compared to 2022

Results also reflect double-digit growth in [removed: Consumer Benefits Solutions] [added: consumer benefits] and strong growth in [removed: Talent.][added: talent advisory services.]

In Investments, a decrease in AUM-based delegated investment management revenue due to debt and equity market movements was partially offset by higher advisory demand and [removed: project-related] [added: project- related] work.

- Revenue increased $2.3 billion, or 17%, to $15.7 billion, reflecting acquired revenues from NFP and 6% organic revenue growth, driven by net new business and ongoing strong retention.

Risk Capital revenue increased $1.0 billion, or 10%, to $10.5 billion and Human Capital revenue increased $1.3 billion, or 35%, to $5.2 billion in 2024 compared to 2023.

- Operating expenses increased $2.3 billion, or 24%, to $11.9 billion in 2024 due primarily to the inclusion of NFP’s operating expenses, an increase in expense associated with 6% organic revenue growth, Accelerating Aon United restructuring charges, and transaction and integration costs, partially offset by $110 million of restructuring savings.

Risk Capital operating expenses increased $647 million, or 10%, to $7.2 billion and Human Capital operating expenses increased $1.3 billion, or 47%, to $4.1 billion in 2024 compared to 2023.

- Operating margin decreased to 24.4% in 2024 from 28.3% in 2023, driven primarily by the addition of NFP and an increase in operating expenses as previously described, partially offset by organic revenue growth of 6% and $110 million of net restructuring savings.

Risk Capital operating margin increased to 31.3% in 2024 from 30.9% in 2023 and Human Capital operating margin decreased to 21.9% in 2024 from 28.4% in 2023.

- Cash flows provided by operating activities was $3.0 billion in 2024, a decrease of $400 million, or 12%, from $3.4 billion in 2023, primarily due to higher cash taxes, payments related to restructuring, legal settlement expenses, and transaction and integration costs, partially offset by strong adjusted operating income growth and working capital improvements.

Risk Capital adjusted operating margin increased to 34.6% in 2024 from 34.2% in 2023 and Human Capital adjusted operating margin decreased to 29.5% in 2024 from 29.9% in 2023.

ACQUISITION OF NFP

On April 25, 2024, the Company completed its acquisition of NFP, a leading middle-market provider of property and casualty brokerage, benefits consulting, wealth management, and retirement plan consulting, with more than 7,700 colleagues.

The Company acquired NFP Intermediate Holdings A Corp in a cash-and-stock merger for an aggregate U.S. GAAP preliminary purchase price totaling $9.1 billion, including approximately $3.2 billion to settle NFP indebtedness and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024.

In addition, the company had other adjustments of $3.9 billion for cash and certain assumed liabilities.

Our segment results are as follows (in millions):

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

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

| | | | Risk Capital | | | | | | | | | | | | Human Capital | | | | | | | | | | | | Corporate/Eliminations (1) | | | | | | | | | | | | Total Consolidated | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | |

| Total revenue | | | $ | 10,517 | | | | | $ | 9,524 | | | | | $ | 5,209 | | | | | $ | 3,864 | | | | | $ | (28) | | | | | $ | (12) | | | | | $ | 15,698 | | | | | $ | 13,376 | |

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

| Compensation and benefits | | | 5,417 | | | | | | 4,800 | | | | | | 2,739 | | | | | | 2,003 | | | | | | 127 | | | | | | 99 | | | | | | 8,283 | | | | | | 6,902 | | |

| Information technology | | | 368 | | | | | | 385 | | | | | | 168 | | | | | | 148 | | | | | | 3 | | | | | | 1 | | | | | | 539 | | | | | | 534 | | |

| Premises | | | 215 | | | | | | 204 | | | | | | 110 | | | | | | 88 | | | | | | — | | | | | | 2 | | | | | | 325 | | | | | | 294 | | |

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

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

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

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

| Other expenses (2) | | | 1,225 | | | | | | 1,189 | | | | | | 1,049 | | | | | | 528 | | | | | | 442 | | | | | | 144 | | | | | | 2,716 | | | | | | 1,861 | | |

| Total operating expenses | | | 7,225 | | | | | | 6,578 | | | | | | 4,066 | | | | | | 2,767 | | | | | | 572 | | | | | | 246 | | | | | | 11,863 | | | | | | 9,591 | | |

| Operating income | | | $ | 3,292 | | | | | $ | 2,946 | | | | | $ | 1,143 | | | | | $ | 1,097 | | | | | $ | (600) | | | | | $ | (258) | | | | | $ | 3,835 | | | | | $ | 3,785 | |

| Operating margin | | | 31.3 | | % | | | | 30.9 | | % | | | | 21.9 | | % | | | | 28.4 | | % | | | | | | | | | | | | | | | | 24.4 | | % | | | | 28.3 | | % |

(1)Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.

(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.

Refer to “Non-GAAP Metrics” below for a reconciliation of segment operating margin to segment adjusted operating margin.

Total revenue increased $2.3 billion, or 17%, to $15.7 billion in 2024, compared to $13.4 billion in 2023, reflecting acquired revenues from NFP and 6% organic revenue growth.

Risk Capital revenue increased $1.0 billion, or 10%, to $10.5 billion and Human Capital revenue increased $1.3 billion, or 35%, to $5.2 billion.

Risk Capital

*Commercial Risk Solutions* revenue increased $818 million, or 12%, to $7.9 billion in 2024, compared to $7.0 billion in 2023.

Organic revenue growth was 5% in 2024, reflecting growth across all major geographies, driven by net new business and strong retention.

Performance was highlighted by strength in North America core P&C, strong growth internationally and an increase in construction business.

Results also reflect a double-digit increase in M&A services.

- Operating margin decreased to 28.3% in 2023 from 29.4% in 2022.

The decrease was driven by an increase in operating expenses as listed above.

- Cash flows provided by operating activities was $3.4 billion in 2023, an increase of $216 million, or 7%, from $3.2 billion in 2022, reflecting strong operating income growth and overall working capital optimization, partially offset by higher cash tax payments and a negative impact to working capital due to temporary invoicing delays associated with the implementation of a new system.

The increase in adjusted diluted earnings per share primarily reflects strong operational performance and effective capital management, highlighted by $2.7 billion of share repurchase during 2023.

DEFINITIVE ACQUISITION AGREEMENT

On December 19, 2023, Aon entered into a definitive agreement with NFP and the NFP seller, where Aon will acquire NFP for an aggregate purchase price of approximately $7 billion in cash and approximately 20,000,000 class A ordinary shares, nominal value of $0.01, in capital of Aon.

The Company expects to fund the cash portion of the consideration with approximately $7 billion of new debt, with $5 billion raised in advance of the closing date and $2 billion raised at close of the acquisition.

The acquisition is expected to be completed by mid-2024, subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including applicable regulatory approval.

The increase was driven by 7% organic revenue growth and a 2% favorable impact from fiduciary investment income, partially offset by a 2% unfavorable impact from acquisitions, divestitures, and other.

Compensation and benefits increased $425 million, or 7%, in 2023 compared to 2022.

The increase was primarily driven by an increase in expense associated with 7% organic revenue growth.

The increase was primarily driven by ongoing investments in Aon Business Services-enabled technology platforms and technology to drive long-term growth and continued investment in core infrastructure and security.

Depreciation of fixed assets increased $16 million, or 11%, in 2023 compared to 2022, due primarily to ongoing investments in Aon Business Services-enabled technology platforms to drive long-term growth.

Amortization and impairment of intangibles decreased $24 million, or 21%, in 2023 compared to 2022 due primarily to a decrease associated with assets held for sale in 2023 as part of ongoing portfolio management and assets fully amortized in the prior year period.

The increase was due primarily to a $197 million charge in connection with certain accrued actual or anticipated legal settlement expenses.

Interest income was $31 million in 2023, an increase of $13 million, or 72%, from 2022, reflecting higher interest rates.

Other expense was $163 million in 2023, which primarily reflects an expense from the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies and a non-cash net periodic pension cost.

Other expense was $125 million in 2022, primarily reflecting a non-cash pension settlement charge of $170 million, partially offset by gains from sale of businesses.

| | | | | | | Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Elimination | | | | | | (12) | | | | | | (17) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |

| Commercial Risk Solutions | | | | | | $ | 6,715 | | | | | $ | 6,635 | | | | | 1 | | % | | | | (4) | | % | | | | 1 | | % | | | | (2) | | % | | | | 6 | | % |

| 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 | | |

| Elimination | | | | | | (17) | | | | | | (19) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |

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

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

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

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

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

| Income tax expense (2) | | | | | | 510 | | | | | | 75 | | | | | | 585 | | |

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

(3)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 Other income (expense) - as adjusted.

| Money market funds | | | — | | | | | | 369 | | | | | | 2,835 | | | | | | 3,204 | | |

| Total | | | $ | 778 | | | | | $ | 369 | | | | | $ | 16,307 | | | | | $ | 17,454 | |

| Charges | | | 14 | | | | | | 103 | | | | | | 18 | | | | | | 135 | | |

Total debt at December 31, 2023 was $11.2 billion, an increase of $0.4 billion compared to December 31, 2022.

The Company intends to use the net proceeds from the offering for general corporate purposes.

On September 12, 2022, Aon Corporation, a Delaware corporation, and Aon Global Holdings plc, a public limited company formed under the laws of England and Wales, both wholly owned subsidiaries of the Company, co-issued $500 million of 5.00% Senior Notes due September 2032.

Additionally, some of our non-U.S. [removed: brokerage] subsidiaries receive revenue in currencies that differ from their functional currencies.

[removed: Our] [added: Most significantly, our] U.K. subsidiaries earn a portion of their revenue in U.S. dollars, euro, and Japanese yen, but most of their expenses are incurred in British pounds.

At December 31, [removed: 2023,] [added: 2024,] we have hedged approximately 45% of our U.K. subsidiaries’ expected exposures to [removed: the] [added: transactions denominated in] U.S. dollar, euro, and Japanese yen [removed: transactions] for the years ending December 31, [removed: 2024] [added: 2025] and [removed: 2025.][added: 2026, respectively.]

We generally do not hedge exposures beyond [removed: three] [added: two] years.

If we were to [added: hypothetically] translate prior year results at current year exchange rates, diluted earnings per share would have an unfavorable [removed: $0.17] [added: $0.11 comparable] impact during the year ended December 31, [removed: 2023.][added: 2024.]

[added: Further, adjusted diluted earnings per share, a] non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable [removed: $0.17] [added: $0.12 comparable] impact during the year ended December 31, [removed: 2023] [added: 2024] if we were to [added: hypothetically] translate prior year results at current year 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: $69] [added: $71] million to each of [removed: 2024 and] 2025 [added: and 2026] pretax income.

A corresponding increase in the year-end yield curve of 100 BPS would cause an increase, net of derivative positions, of [removed: $69] [added: $71] million to each of [removed: 2024 and] 2025 [added: and 2026] pre-tax income.

We have long-term debt outstanding, excluding the current portion, with a fair market value of [removed: $9.2] [added: $15.3] billion and [removed: $8.7] [added: $9.2] billion as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

The fair value was [removed: greater] [added: less] than the carrying value by [removed: $0.8 billion] [added: $957 million] at December 31, [removed: 2023,] [added: 2024,] and [removed: $1.1 billion] [added: $772 million] less than the carrying value at December 31, [removed: 2022.][added: 2023.]

A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of 7% or an increase of 8%, respectively, at December 31, [removed: 2023.][added: 2024.]

A strengthening U.S. dollar has an adverse impact on our Net income attributable to shareholders, which are reported in U.S. dollars in our Consolidated Financial Statements.

A decrease in global short-term interest rates adversely affects our fiduciary investment income.

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 $28 million and $18 million at December 31, 2024 and 2025, respectively.

Further, adjusted diluted earnings per share, a

Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm providing a broad range of [removed: risk] [added: Risk Capital] and [removed: human capital] [added: Human Capital] solutions.

Management remains focused on strengthening Aon and uniting the firm [added: through its Aon United strategy,] with [removed: one portfolio of capability] [added: capabilities delivered through Risk Capital and Human Capital and] enabled by data and analytics [removed: and one operating model] to deliver additional insight, connectivity, and efficiency.

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

In [removed: 2023,] [added: 2024,] our consolidated [removed: total] [added: Total] revenue was [removed: $13,376] [added: $15,698] million.

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

[removed: 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 [removed: solutions] [added: solutions, enabled by innovative technology,] 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.

*Health Solutions* includes consulting and brokerage, consumer [removed: benefits solutions,] [added: benefits,] and [removed: talent.][added: talent advisory services.]

Consulting and brokerage develops and implements innovative, customized health and benefits strategies for [added: our] clients [removed: of all sizes across industries and geographies] to manage risk, drive engagement, and strengthen [removed: the] [added: their] workforce through improved health and wellbeing.

Consulting and brokerage also advises multinational companies on global [removed: benefits,] [added: benefits programs,] including [removed: insurance placement across more than 120 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 [removed: countries in which they operate.][added: over 120 countries.]

Consumer benefits solutions designs and delivers innovative voluntary consumer benefits [added: programs] that improve an employer’s total rewards strategy and positively impacts their employees’ financial and overall wellbeing.

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

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

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

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

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

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

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: 2023.][added: 2024.]

Aon United, Our Culture, and Human Capital [added: Management] Strategy

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

Aon United is brought to life through our common client value creation model which scales strategies from across the [removed: firm] [added: firm, through our Risk Capital and Human Capital solutions,] to bring the best of Aon to clients.

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

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 50,000] [added: 60,000] employees and conducted our operations in more than 120 [removed: countries and sovereignties.][added: countries.]

We provide our colleagues what they need to [removed: learn, grow,] [added: learn] and [removed: become the leaders our clients seek.][added: grow to be best-in-class client leaders.]

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

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

The pulse surveys for [removed: 2023] [added: 2024] were focused on topics such as manager and leadership support, delivering on our Aon Story, colleague wellbeing, [removed: I&D,] [added: inclusion,] talent acquisition and performance and rewards.

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

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

We [added: aim to] achieve this by aligning inclusion actions to the following pillars: [removed: Recruitment, Education, Promotion,] [added: recruitment, education, promotion,] and [removed: Representation.][added: representation.]

Our commitment to inclusion starts from the top with our [removed: Board of Directors,] [added: the Board,] including its Inclusion & Wellbeing Sub-Committee.

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

As of December 31, [removed: 2023,] [added: 2024,] our global workforce was 54% women and 46% men, and the Aon Executive Committee, which leads the firm was [removed: 58%] [added: 53%] women and [removed: 42%] [added: 47%] men.

At the manager level, 28% of senior leaders and [removed: 43%] [added: 44%] of managers with one or more direct report were women.

At the manager level, [removed: 11%] [added: 12%] of U.S. senior leaders and 18% of U.S. managers with one or more direct report were racially or ethnically diverse.

New colleague hires for the year in the U.S. were [removed: 34%] [added: 30%] racially or ethnically diverse.

Apprenticeship programs help build a talent pipeline of highly skilled [removed: and diverse] professionals while providing apprentices with advanced education and work experience.

As a founding member of [removed: seven] [added: ten] apprentice networks within the U.S., we partner with companies and organizations to assist them in building their own programs through sharing best practices and learnings.

Across these networks, we have [removed: 206] [added: 249] organizations committed as of December 31, [removed: 2023.][added: 2024.]

[removed: 702] [added: 802] Aon apprentices have been hired since the inception of the program across the U.S. and U.K. Both programs are certified apprenticeship programs, by the Department of Labor in the U.S. and the Department of Education in the U.K.

We endeavor to make capital allocation decisions in order to maximize value for Aon and its shareholders.

BUSINESS SEGMENTS

The Company formerly operated as one reportable segment under Aon United, which included all of Aon’s operations.

Beginning in the fourth quarter of 2024, the CODM assesses the performance of the Company and allocates resources based on two segments: Risk Capital and Human Capital.

This segmentation will align with how the Company addresses client needs, accelerating its Aon United strategy and maximizing value for Aon and its shareholders.

Differences between the reportable segments’ results and Aon’s consolidated results include certain inter-segment revenues, as well as unallocated expenses.

Prior period comparative segment information has been recast to conform with current year presentation, which reflects the way our CODM internally receives information and manages and monitors our reportable operating segment performance.

The accounting policies of the reportable segments are the same as those described in Note 2 “Summary of Significant Accounting Principles and Practices.”

This includes $10,517 million in Risk Capital and $5,209 million in Human Capital before certain intercompany eliminations.

Risk Capital

*Commercial Risk Solutions* uses Risk Capital’s extensive data and analytics capabilities to provide brokerage and consulting services that help organizations develop, improve, and implement their risk management strategies.

In insurance brokerage, our dedicated teams of risk professionals utilize comprehensive analytics to design strategically resilient insurance programs and provide our clients access to Aon’s proprietary facilities, such as Aon Client Treaty and all other forms of capital, regardless of insurance carrier, placement structure or geography.

Throughout the year, we review analytics specific to clients’ losses and exposures, and we evaluate new risk transfer techniques to be considered in the current market conditions.

Commercial Risk Solutions is organized around industry and product, including but not limited to property, casualty, financial and professional lines, construction, transportation, energy, cyber, surety, trade credit, crisis management, transaction liability, and climate.

Aon’s Global Risk Consulting and Captive Management teams use quantitative analytics to advise on the trade-offs between risk retention and risk transfer as well as to provide claims consulting and advocacy to ensure optimal financial recovery.

Aon’s Affinity business collaborates with sponsored groups and other distribution channels to develop, market, and administer customized insurance programs.

Commercial Risk’s global reach enables seamless client service in all geographies including Aon’s Global Broking Centers in London, Bermuda and Singapore.

Strategy and Technology Group combines strategic advice with

Human Capital

Our single largest client by revenue accounted for approximately 1% of our Total revenue in 2024.

offers paid time off to volunteer.

In 2023, we announced our 3x3 Plan to accelerate Aon United by delivering industry defining client content, unmatched capabilities, and exceptional service over three years.

Our colleague experience ensures that colleagues feel more relevant, connected and valued which creates a greater sense of belonging.

Twenty percent of executive discretionary incentive compensation is based on quantifiable performance against strategic people priorities, including talent retention, engagement, wellbeing and inclusion.

The Company’s Board of Directors (“Board”) oversees Aon’s ERM program and allocates certain oversight responsibilities to its committees and any sub-committees, as appropriate.

We endeavor to make capital allocation decisions based upon return on invested capital.

On December 19, 2023, Aon entered into a definitive agreement (the “Merger Agreement”) with Randolph Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Aon (the “Acquirer”), Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Acquirer, NFP Intermediate Holdings A Corp., a Delaware corporation (“NFP”), and NFP Parent Co, LLC, a Delaware limited liability company (the “NFP Seller”), pursuant to which the Acquirer will acquire NFP for an aggregate purchase price of approximately $7 billion in cash and approximately 20,000,000 class A ordinary shares, nominal value of $0.01, in capital of Aon, in each case, subject to certain adjustments as set forth in the Merger Agreement (the “Transaction”).

The Company expects to fund the cash portion of the consideration with approximately $7 billion of new debt, with $5 billion raised in advance of the closing date and $2 billion raised at close of the acquisition.

The acquisition is expected to be completed by mid-2024, subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including applicable regulatory approval.

BUSINESS SEGMENT

We operate as one segment that includes all of our continuing operations, which, as a global professional services firm, provides a broad range of risk and human capital solutions through four solution lines — Commercial risk, Reinsurance, Health, and Wealth, which make up our principal products and services.

The CODM assesses the performance of the Company and allocates resources based on one segment: Aon United.

This includes $7,043 million in Commercial Risk Solutions, $2,481 million in Reinsurance Solutions, $2,433 million in Health Solutions, and $1,431 million in Wealth Solutions, before certain intercompany eliminations.

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

We utilize Aon’s differentiated capabilities in industry sector- and segment-specific approaches, 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, climate, and intellectual property.

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

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

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

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

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

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

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

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

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

No one client accounted for more than 2% of our consolidated total revenues in 2023.

In 2023, we announced our 3x3 Plan to go further, faster and continue evolving with our clients and build the capability to deliver the full value of our firm over the next three years.

Colleagues benefit from our Smart Working approach, which aims 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.

Beginning in 2021, 20% of the short-term incentives for senior executives are based on quantifiable performance against firm-wide inclusion initiatives.

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

| FOR THE FISCAL YEAR ENDED | | | | | | | | | DECEMBER 31, [removed: 2023] [added: 2024] | | |

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

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 3.50%] [added: 3.875%] Senior Notes due [removed: 2024] [added: 2025] | | | | | | [removed: AON24] [added: AON25] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 3.875%] [added: 2.875%] Senior Notes due [removed: 2025] [added: 2026] | | | | | | [removed: AON25] [added: AON26] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 2.875%] [added: 4.25%] Senior Notes due [removed: 2026] [added: 2042] | | | | | | [removed: AON26] [added: AON42] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

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

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

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

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

| [removed: Guarantees] [added: Guarantees] of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due [removed: 2033] [added: 2033] | | | | | | [removed: AON33] [added: AON33] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 4.25%] [added: 4.45%] Senior Notes due [removed: 2042] [added: 2043] | | | | | | [removed: AON42] [added: AON43] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 4.45%] [added: 4.60%] Senior Notes due [removed: 2043] [added: 2044] | | | | | | [removed: AON43] [added: AON44] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon plc’s [removed: 4.60%] [added: 4.75%] Senior Notes due [removed: 2044] [added: 2045] | | | | | | [removed: AON44] [added: AON45] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon [added: Corporation and Aon Global Holdings] plc’s [removed: 4.75%] [added: 2.90%] Senior Notes due [removed: 2045] [added: 2051] | | | | | | [removed: AON45] [added: AON51] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: Guarantees] [added: Guarantees] of Aon Corporation and Aon Global Holdings plc’s [removed: 2.90%] [added: 3.90%] Senior Notes due [removed: 2051] [added: 2052] | | | | | | [removed: AON51] [added: AON52] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was [removed: $70,135,237,097] [added: $63,751,112,781] 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: 15, 2024: 198,297,735.][added: 14, 2025: 216,001,106.]

Portions of the registrant’s proxy statement for its [removed: 2024] [added: 2025] Annual General Meeting of Shareholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14.

Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” [added: “positioned,”] “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

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

- the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims against us (including proceedings and contingencies relating to transactions for which capital was arranged by Vesttoo [removed: Ltd.);][added: Ltd. or related to actions we may take in being responsible for making decisions on behalf of clients in our investment businesses or in other advisory services that we currently provide, or may provide in the future);]

- the failure to retain, attract and develop experienced and qualified [removed: personnel, whether as a result of the pending acquisition of NFP or otherwise;][added: personnel;]

- international risks associated with our global operations, including impacts from military conflicts or political instability, such as the ongoing Russian war in Ukraine and the [removed: Israel-Hamas conflict;][added: conflicts in the Middle East;]

- the effects of natural or [removed: man-made] [added: human-caused] disasters, including the effects of health pandemics and the impacts of climate-related events;

- our ability to secure regulatory approval and complete transactions, [removed: including the pending acquisition of NFP,] and the costs and risks associated with the failure to consummate proposed transactions;

- adverse effects on the market price of Aon’s securities and/or operating results for any reason, including, without limitation, because of a failure to [removed: consummate the pending acquisition of NFP or the failure to] realize the expected benefits of the [removed: pending] acquisition of NFP (including anticipated revenue and growth synergies) in the expected timeframe, or at all; [added: and]

- significant [removed: transaction and] integration costs [removed: or difficulties] in connection with the [removed: pending] acquisition of NFP or unknown or inestimable [removed: liabilities; and][added: liabilities.]

| | | | [Item 1. [removed: Business](#i3f61d50494c24ddfa62e11443848764c_19)] [added: Business](#i00244c839c4944c8a8047ee0e04c19c6_19)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i3f61d50494c24ddfa62e11443848764c_22)] [added: Factors](#i00244c839c4944c8a8047ee0e04c19c6_22)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i3f61d50494c24ddfa62e11443848764c_25)] [added: Comments](#i00244c839c4944c8a8047ee0e04c19c6_25)] | | |

| | | | [Item 1C. [removed: Cybersecurity](#i3f61d50494c24ddfa62e11443848764c_1464)] [added: Cybersecurity](#i00244c839c4944c8a8047ee0e04c19c6_28)] | | |

| | | | [Item 2. [removed: Properties](#i3f61d50494c24ddfa62e11443848764c_28)] [added: Properties](#i00244c839c4944c8a8047ee0e04c19c6_31)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i3f61d50494c24ddfa62e11443848764c_31)] [added: Proceedings](#i00244c839c4944c8a8047ee0e04c19c6_34)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosure](#i3f61d50494c24ddfa62e11443848764c_34)] [added: Disclosure](#i00244c839c4944c8a8047ee0e04c19c6_37)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3f61d50494c24ddfa62e11443848764c_43)] [added: Securities](#i00244c839c4944c8a8047ee0e04c19c6_46)] | | |

| | | | [Item 6. [removed: \[Reserved\]](#i3f61d50494c24ddfa62e11443848764c_46)] [added: \[Reserved\]](#i00244c839c4944c8a8047ee0e04c19c6_49)] | | |

| | | | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3f61d50494c24ddfa62e11443848764c_49)] [added: Operations](#i00244c839c4944c8a8047ee0e04c19c6_52)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3f61d50494c24ddfa62e11443848764c_67)] [added: Risk](#i00244c839c4944c8a8047ee0e04c19c6_70)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i3f61d50494c24ddfa62e11443848764c_70)] [added: Data](#i00244c839c4944c8a8047ee0e04c19c6_73)] | | |

| | | | [Aon plc Consolidated Statements of [removed: Income](#i3f61d50494c24ddfa62e11443848764c_73)] [added: Income](#i00244c839c4944c8a8047ee0e04c19c6_76)] | | |

| 15 George's Quay, Dublin 2, Ireland | | | | | | D02 VR98 | | |

| Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027 | | | | | | AON27B | | | | | | New York Stock Exchange | | |

| Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029 | | | | | | AON29 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031 | | | | | | AON31B | | | | | | New York Stock Exchange | | |

| Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034 | | | | | | AON34 | | | | | | New York Stock Exchange | | |

| Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054 | | | | | | AON54 | | | | | | New York Stock Exchange | | |

| [PART I](#i00244c839c4944c8a8047ee0e04c19c6_16) | | | | | |

| [PART II](#i00244c839c4944c8a8047ee0e04c19c6_43) | | | | | |

| [PART III](#i00244c839c4944c8a8047ee0e04c19c6_157) | | | | | |

| [PART IV](#i00244c839c4944c8a8047ee0e04c19c6_175) | | | | | |

| [SIGNATURES](#i00244c839c4944c8a8047ee0e04c19c6_184) | | | | | |

| EBITA | | | Earnings before Interest, Taxes, and Amortization | | |

| NPPC | | | Net Periodic Pension Cost | | |

| | | | | | |

| | | | | | |

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

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

- 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 businesses or in other advisory services that we currently provide, or will provide in the future;

- potential impact of the consummation of the pending acquisition of NFP on relationships, including with suppliers, customers, employees and regulators.

| [PART I](#i3f61d50494c24ddfa62e11443848764c_16) | | | | | |

| [PART II](#i3f61d50494c24ddfa62e11443848764c_40) | | | | | |

| [PART III](#i3f61d50494c24ddfa62e11443848764c_154) | | | | | |

| [PART IV](#i3f61d50494c24ddfa62e11443848764c_172) | | | | | |

| [SIGNATURES](#i3f61d50494c24ddfa62e11443848764c_181) | | | | | |

| CPO | | | Chief Privacy Officer | | |

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

| I&D | | | Inclusion and Diversity | | |

| SOFR | | | Secured Overnight Financing Rate | | |

To date, the cybersecurity incidents have not had a material impact on our business strategy, results of operations, or financial [added: condition, but we face risks from cybersecurity threats that, if realized, may materially affect us, including our business strategy, results of operations, or financial] condition.

Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, [removed: sales] [added: sales,] and operating results*” and “*Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation*” in Part I, Item 1A of this report.

The Company’s Board [removed: of Directors (“Board”)] oversees Aon’s ERM program and allocates certain oversight responsibilities to its committees and any sub-committees, as appropriate.

[removed: The Audit Committee also has primary responsibility for the oversight of] cybersecurity risk and engages in regular discussion with management regarding cybersecurity and privacy risk mitigation and incident management.

[removed: In addition, members] [added: Members] of senior management attend Board and committee meetings to address any questions or concerns raised by the Board related to risk management, including [added: those] relating to cybersecurity, and any other matters.

In addition, Aon maintains a Global Security Services (“GSS”) organization, led by the CSO, with dedicated security personnel responsible for protecting Aon’s people, [removed: property] [added: property,] and information.

The CIGC includes the CSO, the Chief Privacy [removed: Officer (“CPO”),] and [added: Data Trust Officer, and] other representatives from the Company’s GPO and GSS, as well as leaders from the Company’s operations, [removed: risk management, law] [added: Risk Management, Law] & [removed: compliance, controllership, internal audit,] [added: Compliance, Controllership, Internal Audit,] and [removed: communications] [added: Communications] functions.

The Company regularly conducts security scanning and reviews of regulatory IT [removed: controls (including Sarbanes Oxley).][added: controls.]

The Company’s controls [added: are designed to] align to the National Institute of Standards and Technology (“NIST”) [removed: Framework.][added: Cybersecurity Framework .]

This does not imply that we meet [added: any particular] technical [added: standards,] specifications or requirements at all times but that the aforementioned frameworks help us identify, assess, and manage cybersecurity risks relevant to our business.

Aon uses external service providers, where appropriate, to assess, test or otherwise assist with aspects of its security processes.

The Audit Committee also has primary responsibility for the oversight of

We maintain our corporate headquarters at [removed: Metropolitan Building, James Joyce Street,] [added: 15 George's Quay,] Dublin [removed: 1,] [added: 2,] Ireland, where we occupy approximately [removed: 43,000] [added: 33,000] square feet of space under an operating lease agreement that expires in [removed: 2032.][added: 2044.]

| 200 E. Randolph Street, Chicago, Illinois | | | [removed: 312,000] [added: 191,000] | | | | | | [removed: 2030] [added: 2031] | | |

[removed: See Note 9 “Lease Commitments” of the Notes] to Consolidated Financial Statements in Part II, Item 8 of this report for information with respect to our lease commitments as of December 31, [removed: 2023.][added: 2024.]

As part of our AAU restructuring program, we are reducing our real estate footprint to align with our hybrid working strategy.

See Note 9 “Lease Commitments” of the Notes

| 4 Overlook Point, Lincolnshire, Illinois | | | 174,000 | | | | | | 2024 | | |

The executive officers of Aon, as of February [removed: 16, 2024] [added: 18, 2025] 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: 59] [added: 60] | | | | | | 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: 61] [added: 62] | | | | | | 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. | | |

| Michael Neller | | | | | | [removed: 45] [added: 46] | | | | | | 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. | | |

| Mindy Simon | | | | | | [removed: 47] [added: 48] | | | | | | 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. | | |

| Lisa Stevens | | | | | | [removed: 53] [added: 54] | | | | | | Chief [removed: People Officer and Head of Global Human Capital Solutions.] [added: Administrative Officer.] Ms. Stevens joined Aon in December 2018 as Global Executive Vice President and was named as Chief People Officer in October [removed: 2019.] [added: 2019 and Chief Administrative Officer in July 2024.] Prior to joining Aon, Ms. Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank. | | |

| Darren Zeidel | | | | | | [removed: 52] [added: 53] | | | | | | 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. | | |

| Edmund Reese | | | | | | 50 | | | | | | Chief Financial Officer. Mr. Reese became Chief Financial Officer of the Company in July 2024. Prior to joining Aon, Mr. Reese served as the Corporate Vice President, Chief Financial Officer of Broadridge Financial Solutions, Inc., a financial technology and services provider, since 2020. Mr. Reese joined Broadridge from American Express Company, a bank holding company and financial services provider, where he most recently served as Senior Vice President and CFO of the Global Consumer Services Group since April 2019. | | |

| Christa Davies | | | | | | 52 | | | | | | 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. | | |

| Jillian Slyfield | | | | | | 50 | | | | | | Chief Innovation Officer. Ms. Slyfield joined Aon in November 2015 as an Account Executive and later served as the Resident Sales Director for San Francisco until her appointment to Managing Director, Digital Economy Practice Leader in 2018. Ms. Slyfield was appointed Chief Innovation Officer of Aon in December 2021. Prior to joining Aon in 2015, Ms. Slyfield held client executive and commercial insurance executive positions at Marsh and Wells Fargo Insurance Services. | | |

| Andy Weitz | | | | | | 47 | | | | | | 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. | | |

In February [removed: 2024,] [added: 2025,] Aon paid a quarterly cash dividend of [removed: $0.615] [added: $0.675] per share.

On February [removed: 15, 2024,] [added: 14, 2025] the last reported sale price of our ordinary shares as reported by the NYSE was [removed: $314.37] [added: $386.99] per share.

We have approximately [removed: 392] [added: 483] holders of record of our class A ordinary shares as of February [removed: 16, 2024.][added: 18, 2025.]

We did not make any unregistered sales of equity in [removed: 2023.][added: 2024.]

| 10/1/24 – 10/31/24 | | | | | | 279,120 | | | | | | $ | 357.83 | | | | | 279,120 | | | | | | $ | 2,413,804,583 | |

| 11/1/24 – 11/30/24 | | | | | | 183,058 | | | | | | $ | 380.52 | | | | | 183,058 | | | | | | $ | 2,344,147,491 | |

| 12/1/24 – 12/31/24 | | | | | | 71,057 | | | | | | $ | 378.27 | | | | | 71,057 | | | | | | $ | 2,317,269,118 | |

| | | | | | | 533,235 | | | | | | $ | 368.34 | | | | | 533,235 | | | | | | $ | 2,317,269,118 | |

| 10/1/23 – 10/31/23 | | | | | | 811,155 | | | | | | $ | 320.98 | | | | | 811,155 | | | | | | $ | 3,806,897,048 | |

| 11/1/23 – 11/30/23 | | | | | | 858,950 | | | | | | $ | 327.18 | | | | | 858,950 | | | | | | $ | 3,525,862,650 | |

| 12/1/23 – 12/31/23 | | | | | | 660,279 | | | | | | $ | 315.92 | | | | | 660,279 | | | | | | $ | 3,317,269,632 | |

| | | | | | | 2,330,384 | | | | | | $ | 321.83 | | | | | 2,330,384 | | | | | | $ | 3,317,269,632 | |

We have audited the accompanying consolidated statements of financial position of Aon plc (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 16, 2024,] [added: 18, 2025] expressed an unqualified opinion thereon.

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | As discussed in Note 10 “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had [removed: net] [added: gross] deferred tax assets of [removed: $1,080] [added: $2,570] million at December 31, [removed: 2023.] [added: 2024.] 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 amount, [removed: timing,] [added: timing] and jurisdiction of future taxable income. Auditing the [removed: net] deferred tax asset calculation and the related [removed: projection] [added: forecast] of future taxable income was especially challenging as it involved a high degree of auditor judgement around management’s assumptions and 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 the amount, timing, and jurisdiction of future taxable income. 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. [added: For example, we inspected the assumptions made in the calculation of future taxable income, including the growth rate, the estimates of the reversal of cumulative temporary differences, and the capital and debt requirements by jurisdiction.] We compared the projections of future taxable income with the actual results of prior periods. Further, we involved tax subject matter professionals in the review of the information identified. | | | | | | | | | | | |

][added: Signature_2022.jpg](https://www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231_g1.jpg)]

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

| (millions, except per share data) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Total revenue | | | | | | $ | [removed: 13,376] [added: 15,698] | | | | | $ | [removed: 12,479] [added: 13,376] | | | | | $ | [removed: 12,193] [added: 12,479] | |

| Compensation and benefits | | | | | | [removed: 6,902] [added: 8,283] | | | | | | [removed: 6,477] [added: 6,902] | | | | | | [removed: 6,738] [added: 6,477] | | |

| Information technology | | | | | | [removed: 534] [added: 539] | | | | | | [removed: 509] [added: 534] | | | | | | [removed: 477] [added: 509] | | |

| Premises | | | | | | [removed: 294] [added: 325] | | | | | | [removed: 289] [added: 294] | | | | | | [removed: 327] [added: 289] | | |

| Depreciation of fixed assets | | | | | | [removed: 167] [added: 183] | | | | | | [removed: 151] [added: 167] | | | | | | [removed: 179] [added: 151] | | |

| Amortization and impairment of intangible assets | | | | | | [removed: 89] [added: 503] | | | | | | [removed: 113] [added: 89] | | | | | | [removed: 147] [added: 113] | | |

| Other general expense | | | | | | [removed: 1,470] [added: 1,641] | | | | | | [removed: 1,271] [added: 1,470] | | | | | | [removed: 2,235] [added: 1,271] | | |

| Accelerating Aon United Program expenses | | | | | | [removed: 135] [added: 389] | | | | | | [removed: —] [added: 135] | | | | | | — | | |

| Total operating expenses | | | | | | [removed: 9,591] [added: 11,863] | | | | | | [removed: 8,810] [added: 9,591] | | | | | | [removed: 10,103] [added: 8,810] | | |

| Operating income | | | | | | [removed: 3,785] [added: 3,835] | | | | | | [removed: 3,669] [added: 3,785] | | | | | | [removed: 2,090] [added: 3,669] | | |

| Interest income | | | | | | [removed: 31] [added: 67] | | | | | | [removed: 18] [added: 31] | | | | | | [removed: 11] [added: 18] | | |

| Interest expense | | | | | | [removed: (484)] [added: (788)] | | | | | | [removed: (406)] [added: (484)] | | | | | | [removed: (322)] [added: (406)] | | |

| Other income (expense) | | | | | | [removed: (163)] [added: 348] | | | | | | [removed: (125)] [added: (163)] | | | | | | [removed: 152] [added: (125)] | | |

| Income before income taxes | | | | | | [removed: 3,169] [added: 3,462] | | | | | | [removed: 3,156] [added: 3,169] | | | | | | [removed: 1,931] [added: 3,156] | | |

| Income tax expense | | | | | | [removed: 541] [added: 742] | | | | | | [removed: 510] [added: 541] | | | | | | [removed: 623] [added: 510] | | |

| Net income | | | | | | [removed: 2,628] [added: 2,720] | | | | | | [removed: 2,646] [added: 2,628] | | | | | | [removed: 1,308] [added: 2,646] | | |

| Less: Net income attributable to [added: redeemable and nonredeemable] noncontrolling interests | | | | | | [removed: 64] [added: 66] | | | | | | [removed: 57] [added: 64] | | | | | | [removed: 53] [added: 57] | | |

| Net income attributable to Aon shareholders | | | | | | $ | [removed: 2,564] [added: 2,654] | | | | | $ | [removed: 2,589] [added: 2,564] | | | | | $ | [removed: 1,255] [added: 2,589] | |

| Basic net income per share attributable to Aon shareholders | | | | | | $ | [removed: 12.60] [added: 12.55] | | | | | $ | [removed: 12.23] [added: 12.60] | | | | | $ | [removed: 5.59] [added: 12.23] | |

| Diluted net income per share attributable to Aon shareholders | | | | | | $ | [removed: 12.51] [added: 12.49] | | | | | $ | [removed: 12.14] [added: 12.51] | | | | | $ | [removed: 5.55] [added: 12.14] | |

| Weighted average ordinary shares outstanding - basic | | | | | | [removed: 203.5] [added: 211.4] | | | | | | [removed: 211.7] [added: 203.5] | | | | | | [removed: 224.7] [added: 211.7] | | |

| Weighted average ordinary shares outstanding - diluted | | | | | | [removed: 205.0] [added: 212.5] | | | | | | [removed: 213.2] [added: 205.0] | | | | | | [removed: 226.1] [added: 213.2] | | |

| (millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | | | | $ | [removed: 2,628] [added: 2,720] | | | | | $ | [removed: 2,646] [added: 2,628] | | | | | $ | [removed: 1,308] [added: 2,646] | |

| Net income attributable to Aon shareholders | | | | | | [removed: 2,564] [added: 2,654] | | | | | | [removed: 2,589] [added: 2,564] | | | | | | [removed: 1,255] [added: 2,589] | | |

| Change in fair value of financial instruments | | | | | | [removed: 13] [added: 72] | | | | | | [removed: (13)] [added: 13] | | | | | | [removed: 1] [added: (13)] | | |

| Foreign currency translation adjustments | | | | | | [removed: 276] [added: (467)] | | | | | | [removed: (528)] [added: 276] | | | | | | [removed: (289)] [added: (528)] | | |

| Postretirement benefit obligation | | | | | | [removed: (40)] [added: 23] | | | | | | [removed: (211)] [added: (40)] | | | | | | [removed: 277] [added: (211)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 249] [added: (372)] | | | | | | [removed: (752)] [added: 249] | | | | | | [removed: (11)] [added: (752)] | | |

| | | | Valuation of customer relationship intangible assets in the acquisition of NFP | | | | | | | | | | | |

| *Description of the Matter* | | | As discussed in Note 6 “Acquisitions and Disposition of Businesses” of the Notes to Consolidated Financial Statements, the Company acquired NFP Intermediate Holdings A Corp (also referred to as “NFP”) on April 25, 2024. The transaction was accounted for under the acquisition method of accounting. The Company preliminarily determined the fair value of the identified customer relationship intangible assets to be $5,950 million. The fair value was estimated based on a multi-period excess earnings method of the income approach and used financial projections developed by management applying market participant assumptions. Auditing the Company’s accounting for certain of the acquired customer relationship intangible assets was complex due to estimation uncertainty in the Company’s preliminary determination of the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value of certain of the customer relationship intangible assets to underlying assumptions about the future performance of the acquired business. The significant assumptions used to estimate the fair value included EBITA margin and discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. | | | | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding of the Company’s process for evaluating the valuation of acquired customer relationship intangible assets. We tested the design and operating effectiveness of the Company's controls over the estimation process supporting the measurement and recognition of customer relationship intangible assets. We also tested controls regarding management’s review of assumptions used in the valuation model. To test the estimated fair value of the Company’s customer relationship intangible assets, we performed, with the assistance of our valuation specialists, audit procedures that included evaluating the Company’s valuation methodology, significant assumptions used and completeness and accuracy of the underlying data. For example, we compared the significant assumptions to historical and current industry, market and economic trends. We also tested the underlying source information used and verified the mathematical accuracy of the calculations within the valuation model. | | | | | | | | | | | |

| Less: Net income attributable to redeemable and nonredeemable noncontrolling interests | | | | | | 66 | | | | | | 64 | | | | | | 57 | | |

| Redeemable noncontrolling interests | | | | | | 125 | | | | | | — | | |

| Nonredeemable noncontrolling interests | | | | | | 184 | | | | | | 84 | | |

| Net income (1) | | | | | | — | | | | | | — | | | | | | 2,654 | | | | | | — | | | | | | 61 | | | | | | 2,715 | | |

| Shares issued - NFP Transaction | | | | | | 19.0 | | | | | | 5,882 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,882 | | |

| Shares repurchased | | | | | | (3.1) | | | | | | — | | | | | | (1,000) | | | | | | — | | | | | | — | | | | | | (1,000) | | |

| Adjustments to redeemable noncontrolling interests | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| Balance at December 31, 2024 | | | | | | 216.0 | | | | | | $ | 13,175 | | | | | $ | (2,309) | | | | | $ | (4,745) | | | | | $ | 184 | | | | | $ | 6,305 | |

(1)The Company’s Net income totaled $2.7 billion for the year ended December 31, 2024, which included $5 million of Net income related to redeemable noncontrolling interests.

| Depreciation of fixed assets | | | | | | 183 | | | | | | 167 | | | | | | 151 | | |

| Amortization and impairment of intangible assets | | | | | | 503 | | | | | | 89 | | | | | | 113 | | |

Risk Capital

Human Capital

For purposes of measuring share-based compensation expense, the Company considered whether an adjustment to the

Contingent Consideration

Contingent consideration may be paid to the former owners of the business and typically will involve the acquired entity reaching specific financial results over a designated period.

Contingent consideration payables are recorded at fair value and are included in the purchase price consideration at the time of the acquisition.

Subsequent changes in the fair value of contingent consideration obligations are recorded in the Consolidated Statements of Income.

The fair value of contingent consideration payables is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements.

In determining fair value of the contingent consideration, the acquired business’s future performance is estimated using financial projections for the acquired business and measured against performance targets specified in each purchase agreement.

Contingent consideration liabilities are classified as Level 3 in the fair value hierarchy due to the Company’s reliance on unobservable inputs.

interest model.

Total assets related to consolidated VIEs are approximately 1% of the Company’s Total assets on the Consolidated Statements of Financial Position as of December 31, 2024.

Redeemable noncontrolling interests represent interests for certain consolidated entities which are subject to redemption rights held by the noncontrolling interests owners outside of the Company’s control at fixed or determinable prices and dates.

The redeemable noncontrolling interests are considered temporary equity and reported outside of permanent equity on the Consolidated Statements of Financial Position.

The interests are initially recorded at fair value and in subsequent reporting periods are adjusted to the estimated redemption value.

The adjustments to the redemption value are recorded to additional paid-in capital or retained earnings, when the Company is in an accumulated deficit position, on the Consolidated Statements of Financial Position.

The interests are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of net income (loss) and distributions or its redemption value.

Adoption of New Accounting Standards

The guidance is effective for the year ended December 31, 2024 and interim periods thereafter.

The Company has adopted the new guidance effective December 31, 2024, on a retrospective basis for all periods presented and prior period comparative segment information has been recast to conform with current year presentation within Note 17 “Segment Information”.

*Disaggregation of Income Statement Expenses*

In November 2024, the FASB issued new accounting guidance under ASC 220, *Income Statement — Reporting Comprehensive Income,* which requires more detailed information about certain expenses in commonly presented expense captions including inventory, employee compensation, depreciation, and amortization.

The new guidance also requires disclosure of total selling expenses and, on an annual basis, an entity’s definition of selling expenses.

Entities may apply the new guidance on a prospective basis, with the option for retrospective application.

Securities and Exchange Commission Final Rules

*The Enhancement and Standardization of Climate-Related Disclosures for Investors*

February 16, 2024

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

| Balance at January 1, 2021 | | | | | | 225.5 | | | | | | 6,314 | | | | | | 1,042 | | | | | | (3,861) | | | | | | 88 | | | | | | 3,583 | | |

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

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

The Company recognizes compensation

Aon’s interest in VIEs as of December 31, 2023 was insignificant.

Additionally, all disclosure requirements under ASC 280 including new requirements under this new guidance, will be required on an interim basis.

An entity will apply the new guidance on a retrospective basis for all periods presented.

| Elimination | | | | | | (12) | | | | | | (17) | | | | | | (19) | | |

| U.S. | | | | | | $ | 5,923 | | | | | $ | 5,666 | | | | | $ | 5,459 | |

| U.K. | | | | | | 1,819 | | | | | | 1,660 | | | | | | 1,681 | | |

| Charges | | | 14 | | | | | | 103 | | | | | | 18 | | | | | | 135 | | |

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

(3)Refer to Note 6 “Acquisitions and Dispositions of Businesses” for further information

| Leases (2) | | | 10 | | | | | | 28 | | |

| Other | | | 145 | | | | | | 95 | | |

(1)Includes $72 million and $129 million for the non-current portion of the transition tax as of December 31, 2023 and December 31, 2022, respectively.

The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):

| | | | | | |

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

| Cash | | | $ | 38 | |

| Goodwill | | | $ | 23 | |

| Other assets (1) | | | 14 | | |

*2023 Acquisitions*

On November 30, 2023, the Company completed the acquisition of 100% of the share capital of Gi&Bi S.r.l., an Italy-based insurance broker specialized in the agricultural business segment.

On August 30, 2023, the Company completed the acquisition of 100% of the share capital of NGS (Uruguay) S.A., a risk management consultant firm in Uruguay.

On June 22, 2023, the Company completed the acquisition of 100% of the share capital of Benefits Corredores de Seguros and Asesorías e Inversiones Benefits, a business that provides health and benefits brokerage and benefit administration in Chile.

*2022 Acquisitions*

On November 1, 2022, the Company completed the acquisition of 100% of the share capital of E.R.N. Evaluacion de Riesgos Naturales y Antropogenicos, S.A. de C.V., a Mexico-based firm in risk assessment modeling.

On September 12, 2022, the Company completed the purchase of certain assets of Praxiom Risk Management, a provider of professional risk management in the U.S.

On August 1, 2022, the Company completed the purchase of certain assets of U.S. Advisors, Inc., a broker based in the U.S.

On May 3, 2022, the Company completed the acquisition of 100% of the share capital of Karl Köllner group companies, a marine hull broker based in Germany.

On March 1, 2022, the Company completed the acquisition of Tyche, an actuarial software platform based in the U.K.

Assets and Liabilities Held for Sale

As of December 31, 2023, Aon classified certain assets and liabilities as held for sale, as the Company has committed to a plan

to sell the assets and liabilities within one year.

Total assets and liabilities for disposal groups classified as held for sale within Other current assets and Other current liabilities in the Consolidated Statements of Financial Position were $354 million and $69 million, respectively.

On December 19, 2023, Aon entered into a definitive agreement with NFP and the NFP seller, where Aon will acquire NFP for an aggregate purchase price of approximately $7 billion in cash and approximately 20,000,000 class A ordinary shares, nominal value of $0.01, in capital of Aon.

The Company expects to fund the cash portion of the consideration with approximately $7 billion of new debt, with $5 billion raised in advance of the closing date and $2 billion raised at close of the Transaction.

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: 2023.][added: 2024.]

Based on this evaluation, our [removed: chief executive officer] [added: Chief Executive Officer] and [removed: chief financial officer] [added: Chief Financial Officer] concluded as of December 31, [removed: 2023] [added: 2024] 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 [removed: Aon’s] [added: our] management, including our [removed: chief executive officer] [added: Chief Executive Officer] and [removed: chief financial officer,] [added: 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: 2023.][added: 2024.]

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 was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm, as stated in their report included herein titled “Report of Independent Registered Public Accounting Firm-Opinion on Internal Control over Financial Reporting.”

[removed: No changes] [added: There were no changes, other than the acquisition of NFP,] in [removed: Aon’s] [added: our] internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) [added: that] occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or that are reasonably likely to materially affect, [removed: Aon’s] [added: our] internal control over financial reporting.

We have audited Aon plc’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 16, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

][added: Signature_2022.jpg](https://www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231_g1.jpg)]

On April 25, 2024, we completed our acquisition of NFP.

We are in the process of assessing NFP’s internal controls over financial reporting and will make appropriate changes as NFP is integrated into the our internal controls over financial reporting.

Management’s report on Internal Control Over Financial Reporting does not include the internal controls of NFP, which is included in the 2024 consolidated financial statements of the Company and constituted 3% of total assets, excluding the preliminary value of goodwill and other intangibles assets, as of December 31, 2024 and 11% of total revenue for the year then ended December 31, 2024.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of NFP, which is included in the 2024 consolidated financial statements of the Company and constituted 3% of Total assets, excluding the preliminary value of Goodwill and Other intangible assets, as of December 31, 2024 and 11% of Total revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of NFP.

February 18, 2025

February 16, 2024

Not applicable.

The Company is reporting the following information in lieu of reporting on a Current Report on Form 8-K:

Disclosure Pursuant to Item 1.01 of Form 8-K: Entry into a Material Definitive Agreement.

On February 16, 2024, Aon plc (“Parent”), Aon Corporation, Aon Global Holdings plc, Aon Global Limited and Aon North America, Inc. entered into a Credit Agreement (the “Term Loan Agreement”) with Citibank, N.A. (“Citibank”), as administrative agent, the lenders party thereto (collectively, the “Term Lenders”), HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as syndication agents, and Citibank, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, pursuant to which, subject to the conditions set forth in the Term Loan Agreement, the Term Lenders committed to provide a $2,000,000,000 unsecured term loan facility (the “Term Loan Facility”) to Aon North America, Inc., as borrower.

The proceeds of the Term Loan Facility will be used to fund, in part, the previously announced acquisition (the “Acquisition”) of NFP, by the Acquirer, to fund, in part, the repayment of certain debt of the Target and to pay all or a portion of the related fees and expenses.

The borrowings under the Term Loan Agreement must be made in a single drawing on the closing date of the Acquisition.

Borrowings will bear interest, at the borrower’s option, at an adjusted term SOFR rate or an alternate base rate, in each case, plus an applicable margin based on the public debt rating of Parent’s long-term senior unsecured debt.

In addition, Aon North America, Inc. will pay a commitment fee on the undrawn commitments under the Term Loan Facility during the period from and including May 16, 2024, to but excluding the date on which the commitments under the Term Loan Facility terminate.

The Term Loan Facility will mature on the date that is three years after the closing and funding of the Term Loan Facility and contains financial maintenance covenants with respect to the ratio of consolidated adjusted EBITDA to consolidated interest expense (which may not be less than 4.00 to 1.00) and the ratio of consolidated funded debt to consolidated adjusted EBITDA (which initially may not be more than 4.00 to 1.00, with periodic step-downs to 3.75 to 1.00 and 3.25 to 1.00), subject to certain exceptions, as well as other customary covenants, undertakings and events of default.

Parent and its subsidiaries have other commercial relationships with the Term Lenders, lead arrangers and syndication agents or their affiliates.

In addition, Parent and certain of its affiliates have performed, and may perform, various insurance brokerage and consulting services for the Term Lenders, lead arrangers and syndication agents or their affiliates.

The foregoing summary is qualified in its entirety by reference to the Term Loan Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Also on February 16, 2024, Aon Corporation, in its capacity as Borrower Representative under each of the Revolving Credit Agreements (as defined below), entered into (i) Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement dated as of October 19, 2023 (as amended, supplemented or otherwise modified from time to time, the “2023 Revolving Credit Agreement”), by and among Parent, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, Aon North America, Inc., Citibank, as administrative agent, and the lenders party thereto from time to time and (ii) Amendment No. 3 (“Amendment No. 3” and, together with Amendment No. 1, the “Amendments”) to the Credit Agreement dated September 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “2021 Revolving Credit Agreement” and, together with the 2023 Revolving Credit Agreement, the “Revolving Credit Agreements”), by and among Parent, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, Aon North America, Inc., Aon UK Limited, Citibank, as administrative agent, and the lenders party thereto from time to time.

The Amendments amend the Revolving Credit Agreements to, among other things, (i) make certain amendments with respect to the financial maintenance covenant with respect to the calculation of the ratio of consolidated funded debt to consolidated adjusted EBITDA, including to (a) permit the netting of unrestricted cash against debt in connection with the calculation thereof for periods ending prior to the closing of the Acquisition and (b) increase the applicable ratio thereunder for the first six fiscal quarters following the closing of the Acquisition to conform to those applicable under the Term Loan Agreement and (ii) make certain other conforming changes to align with the terms of the Term Loan Agreement.

Parent and its subsidiaries have other commercial relationships with the lenders, lead arrangers and bookrunners and the syndication agent under the Revolving Credit Agreements and their respective affiliates.

In addition, Parent and certain of its affiliates have performed, and may perform, various insurance brokerage and consulting services for the lenders, lead arrangers and bookrunners and the syndication agent under the Revolving Credit Agreements and/or their respective affiliates.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Amendment, copies of which are filed herewith as Exhibit 10.3 and Exhibit 10.4 and incorporated herein by reference.

Disclosure Pursuant to Item 2.03 of Form 8-K: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Disclosure Pursuant to Item 1.01 of Form 8-K regarding the entry into the Term Loan Agreement is incorporated herein by reference.

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: 2024] [added: 2025] Annual General Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference.

We have adopted a code of ethics that applies to the Company’s directors, officers, and employees, including the Chief Executive Officer, Chief Financial Officer, [removed: Controller,] and [added: Controller and] Chief Accounting Officer and other persons performing similar functions.

We will provide a copy of the code of ethics without charge upon request to the Company Secretary, [removed: Metropolitan Building, James Joyce Street,] [added: 15 George’s Quay,] Dublin [removed: 1,] [added: 2,] Ireland.

The Board has adopted an insider trading policy which is available on the Company’s website, described in the Company’s code of business conduct (which is also available on the Company’s website) and attached to this report as Exhibit 19.1.

The Company’s insider trading policy specifically prohibits all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging and derivative transactions relating to our securities.

The policy also specifically prohibits our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.

| | | | Consolidated Statements of Financial Position — As of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | | | |

| | | | Consolidated Statements of Income — Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | | | |

| | | | Consolidated Statements of Comprehensive Income — Years Ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | | | |

| | | | Consolidated Statements of Shareholders’ Equity — Years Ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | | | |

| | | | Consolidated Statements of Cash Flows — Years Ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] | | | | | |

| | | | | | | 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, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/0000315293/000119312521183025/d162116dex31.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/0000315293/000119312521183025/d162116dex31.htm)] | | |

| | | | | | | 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, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex41.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex41.htm)] | | |

| | | | | | | [removed: 4.6*] [added: 4.2*] | | | [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, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex42.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex42.htm)] | | |

| | | | | | | [removed: 4.7*] [added: 4.3*] | | | [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, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/315293/000110465910048134/a10-17204_1ex4d4.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/315293/000110465910048134/a10-17204_1ex4d4.htm)] | | |

| | | | | | | [removed: 4.9*] [added: 10.18*#] | | | [removed: [First Supplemental Indenture,] [added: [Second Amendment to the Amended and Restated Aon Stock Incentive Plan,] dated April 2, [removed: 2012, among Aon Finance N.S. 1, ULC, Aon Corporation, Aon plc and Computershare Trust Company of Canada (supplementing the Indenture, dated March 8, 2011)] [added: 2012] - incorporated by reference to Exhibit [removed: 4.2] [added: 10.10] to Aon’s Current Report on Form 8-K12B filed April 2, [removed: 2012.](https://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex4d4.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/315293/000110465912023043/a12-8467_1ex10d10.htm)] | | |

| | | | | | | [removed: 4.10*] [added: 4.4*] | | | [Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated December 12, 2012) - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K12B filed April 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex43.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex43.htm)] | | |

| | | | | | | [removed: 4.11*] [added: 4.5*] | | | [Form of 4.250% Senior Note Due 2042 - incorporated by reference to Exhibit 4.6 to Aon’s Registration Statement on Form S-4 (File No. 333-187637) filed on March 29, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/315293/000110465913025913/a13-9044_1ex4d6.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/315293/000110465913025913/a13-9044_1ex4d6.htm)] | | |

| | | | | | | [removed: 4.12*] [added: 4.6*] | | | [Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, 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 May 20, 2015, amending and restating the Indenture, dated May 24, 2013) - incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K12B filed April 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex44.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/315293/000119312520093512/d867242dex44.htm)] | | |

| | | | | | | [removed: 4.13*] [added: 4.7*] | | | [Form of 4.45% Senior Note due 2043 — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 24, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/315293/000110465913044681/a13-13262_1ex4d2.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/315293/000110465913044681/a13-13262_1ex4d2.htm)] | | |

| | | | | | | 4.14* | | | [Form of [removed: 4.00%] [added: 3.750%] Senior Note due [removed: 2023 —] [added: 2029,] incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed [removed: on November 26, 2013.](http://www.sec.gov/Archives/edgar/data/315293/000110465913087229/a13-25044_1ex4d2.htm)] [added: May 2, 2019.](https://www.sec.gov/Archives/edgar/data/315293/000119312519135074/d705892dex42.htm)] | | |

| | | | | | | [removed: 4.15*] [added: 4.8*] | | | [Form of [removed: 3.500%] [added: 4.600%] Senior Note due [removed: 2024] [added: 2044] - incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Aon’s Current Report on Form 8-K filed on May 27, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/315293/000110465914041717/a14-13036_4ex4d2.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/315293/000110465914041717/a14-13036_4ex4d3.htm)] | | |

| | | | | | | [removed: 4.16*] [added: 4.15*] | | | [Form of [removed: 4.600%] [added: 2.800%] Senior Note due [removed: 2044] [added: 2030] - incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to Aon’s Current Report on Form 8-K filed [removed: on] May [removed: 27, 2014.](http://www.sec.gov/Archives/edgar/data/315293/000110465914041717/a14-13036_4ex4d3.htm)] [added: 15, 2020.](https://www.sec.gov/Archives/edgar/data/315293/000119312520144159/d929582dex42.htm)] | | |