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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ENGLAND AND WALES
(State or Other Jurisdiction of
Incorporation or Organization)
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98-1030901
(I.R.S. Employer
Identification No.)
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122 LEADENHALL STREET,
LONDON, ENGLAND
(Address of principal executive offices)
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EC3V 4AN
(Zip Code)
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+44 20 7623 5500
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange
on Which Registered |
Class A Ordinary Shares, $0.01 nominal value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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•
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Risk Solutions
acts as an advisor and insurance and reinsurance broker, helping clients manage their risks via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.
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•
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HR Solutions
partners with organizations to solve their most complex human capital and related financial challenges in the areas of health, retirement and talent. We are dedicated to improving business performance and our clients’ employees’ experience by designing, implementing, communicating and administering a wide range of human capital, retirement, investment consulting, health care, compensation, and talent management strategies.
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•
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general economic and political conditions in different countries in which we do business around the world;
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•
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changes in the competitive environment;
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•
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fluctuations in exchange and interest rates that could influence revenues and expenses;
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•
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changes in global equity and fixed income markets that could affect the return on invested assets;
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changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
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•
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the level of our debt limiting financial flexibility or increasing borrowing costs;
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rating agency actions that could affect our ability to borrow funds;
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•
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the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits;
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•
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limits on our subsidiaries to make dividend and other payments to us;
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the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against us;
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the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;
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the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries;
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the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes;
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•
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failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;
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•
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the effects of English law on our operating flexibility and the enforcement of judgments against us;
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•
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the failure to retain and attract qualified personnel;
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•
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international risks associated with our global operations;
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•
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the effect of natural or man-made disasters;
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•
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the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data;
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•
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our ability to develop and implement new technology;
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•
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damage to our reputation among clients, markets or third parties;
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•
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the actions taken by third parties that perform aspects of our business operations and client services;
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the extent to which we manage certain risks created in connection with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that we currently provide, or will provide in the future, to clients;
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our ability to continue, and the costs associated with, growing, developing and integrating companies that we acquire or new lines of business;
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•
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changes in commercial property and casualty markets, commercial premium rates or methods of compensation;
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impact of the pending sale of our Benefits Administration and HR Business Process Outsourcing Platform;
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changes in the health care system or our relationships with insurance carriers; and
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our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings.
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•
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the selling of insurance by insurance companies directly to insureds;
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changes in our business compensation model as a result of regulatory actions or changes;
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the establishment of programs in which state-sponsored entities provide property insurance in catastrophe prone areas or other alternative types of coverage;
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changes in regulations relating to health and welfare plans, defined contribution and defined benefit plans, and investment consulting and asset management;
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additional regulations promulgated by the FCA in the U.K., or other regulatory bodies in jurisdictions in which we operate; or
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additional requirements respecting data privacy and data usage in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which data can be used by us to develop or further our product offerings.
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the U.S. judgment must be for a debt or definite sum of money;
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the U.S. judgment must be final and conclusive;
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the U.S. court must, in the circumstances of the case, have had jurisdiction according to the English rules of private international law;
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the U.S. judgment must not have been obtained by fraud;
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the enforcement of the U.S. judgment must not be contrary to U.K. public policy; and
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the proceedings in which the U.S. judgment was obtained must not have been conducted contrary to the rules of natural justice.
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difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure and legal and compliance costs associated with multiple international locations;
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hyperinflation in certain foreign countries;
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imposition or increase of investment and other restrictions by foreign governments;
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longer payment cycles;
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greater difficulties in accounts receivable collection;
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insufficient demand for our services in foreign jurisdictions;
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our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;
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restrictions on the import and export of technologies; and
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trade barriers.
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•
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the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition and put pressure on pricing;
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fluctuation in the need for insurance as the economic downturn continues, as clients either go out of business or scale back their operations, and thus reduce the amount of insurance, they procure;
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the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;
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the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not generally indexed for inflation and do not automatically increase with premium as does commission-based compensation; and
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competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker.
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Property:
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Occupied
Square Footage
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Lease
Expiration Dates
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4 Overlook Point and other locations, Lincolnshire, Illinois
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1,059,000
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2019 – 2024
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Tikri Campus and Unitech Cyber Park, Gurgaon, India
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440,000
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2015 – 2019
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200 E. Randolph Street, Chicago, Illinois
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428,000
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2028
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2601 Research Forest Drive, The Woodlands, Texas
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414,000
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2020
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2300 Discovery Drive, Orlando, Florida
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364,000
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2020
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199 Water Street, New York, New York
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319,000
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2018
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7201 Hewitt Associates Drive, Charlotte, North Carolina
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218,000
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2025
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Name
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Age
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Position
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Eric Andersen
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52
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Chief Executive Officer, Aon Benfield. Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles at Aon during his 19 years at the Company, including as Chief Executive Officers of Aon Risk Solutions Americas from 2011 to 2013. Mr. Andersen was named Chief Executive Officer of Aon Benfield in September 2013 and an Executive Officer on February 1, 2017.
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John Bruno
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51
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Executive Vice President, Enterprise Innovation & Chief Information Officer. Mr. Bruno joined Aon in September 2014 as Executive Vice President, Enterprise Innovation & Chief Information Officer and was named an Executive Officer on February 1, 2017. Prior to joining Aon, Mr. Bruno held various positions at NCR Corporation, a technology company focused on assisted and self service solutions, from 2008 to 2014, where he most recently served as Executive Vice President, Industry & Field Operations and Corporate Development. Prior to working at NCR, Mr. Bruno served in various technology positions at Goldman Sachs Group, Merrill Lynch & Co. Inc. and Symbol Technologies, Inc.
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Gregory C. Case
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54
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President and Chief Executive Officer. Mr. Case became President and Chief Executive Officer of Aon in April 2005. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, the international 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 was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City.
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Christa Davies
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45
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Executive Vice President and 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.
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Anthony Goland
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57
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Executive Vice President and Chief Human Resources Officer. Mr. Goland joined Aon in September 2015 as Executive Vice President and Chief Human Resources Officer. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, Inc., a global management consulting firm where he was a leader of the Firm’s financial services, financial inclusion, and organization practices. Prior to McKinsey, he had experience with J.P. Morgan and IBM, and before that he volunteered and served as a Sergeant in the U.S. Army Europe.
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Peter Lieb
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61
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Executive Vice President, General Counsel and Company Secretary. Mr. Lieb was named Aon’s Executive Vice President and General Counsel in July 2009 and Company Secretary in November 2013. Prior to joining Aon, Mr. Lieb served as Senior Vice President, General Counsel and Secretary of NCR Corporation, a technology company focused on assisted and self-service solutions, from May 2006 to July 2009, and as Senior Vice President, General Counsel and Secretary of Symbol Technologies, Inc. from 2003 to 2006. From 1997 to 2003, Mr. Lieb served in various senior legal positions at International Paper Company, including Vice President and Deputy General Counsel. Earlier in his career, Mr. Lieb served as a law clerk to the Honorable Warren E. Burger, Chief Justice of the United States.
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Stephen P. McGill (1)
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59
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Mr. McGill joined Aon in May 2005 as Chief Executive Officer of the Global Large Corporate business unit, which is now part of Aon Global. Mr. McGill was named Chief Executive Officer or Aon Risk Services Americas in January 2006 prior to being named Chairman and Chief Executive Officer, Risk Solutions in February 2008 and Group President in May 2012. Previously, Mr. McGill served as Chief Executive Officer of Jardine Lloyd Thompson Group plc.
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Laurel Meissner
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59
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Senior Vice President and Global Controller. Ms. Meissner joined Aon in February 2009, and was appointed Senior Vice President and Global Controller and designated as Aon’s principal accounting officer in March 2009. Prior to joining Aon, Ms. Meissner served from July 2008 through January 2009 as Senior Vice President, Finance, Chief Accounting Officer of Motorola, Inc., an international communications company. Ms. Meissner joined Motorola in 2000 and served in various senior financial positions, including Corporate Vice President, Finance, Chief Accounting Officer.
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Michael O’Connor
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48
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Chief Executive Officer, Aon Risk Solutions. Mr. O’Connor joined Aon in 2008 as Chief Operating Officer of Aon Risk Solutions and was later named Chief Risk Operating Officer, Aon Risk Solutions and Aon Benfield. In 2013, he was named Chief Executive Officer, Aon Risk Solutions and was named an Executive Officer on February 1,2017. Prior to joining Aon, Mr. O’Connor was a partner at McKinsey & Company, where he served as a leader for the North America Financial Services and North American Insurance practices.
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Kristi A. Savacool
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57
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Chief Executive Officer, Aon Hewitt. Ms. Savacool joined Aon upon the completion of the merger between Aon and Hewitt Associates, Inc. and was named Chief Executive Officer of Aon Hewitt in February 2012. Prior to assuming this role, Ms. Savacool served as Co-Chief Executive Officer of Aon Hewitt from May 2011 and, prior to that, Chief Executive Officer of Benefits Administration for Aon Hewitt. Prior to the merger, Ms. Savacool served in several senior executive positions at Hewitt Associates, Inc., including Senior Vice President, Total Benefit Administration Outsourcing. Ms. Savacool joined Hewitt in 2005. Prior to joining Hewitt, Ms. Savacool held a number of executive management positions at The Boeing Company since 1985.
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Years Ended December 31
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||||||||||||||||||||||
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2016
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2015
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||||||||||||||||||||
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High
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Low
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Dividends paid per share
|
|
High
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|
Low
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|
Dividends paid per share
|
||||||||||||
Fourth quarter
|
|
$
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116.59
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|
$
|
107.19
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|
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$
|
0.33
|
|
|
$
|
97.79
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|
|
$
|
86.38
|
|
|
$
|
0.30
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|
Third quarter
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|
$
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113.78
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|
|
$
|
105.35
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|
$
|
0.33
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|
|
$
|
103.38
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|
|
$
|
87.58
|
|
|
$
|
0.30
|
|
Second quarter
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|
$
|
110.04
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|
|
$
|
100.55
|
|
|
$
|
0.33
|
|
|
$
|
104.70
|
|
|
$
|
95.32
|
|
|
$
|
0.30
|
|
First quarter
|
|
$
|
104.76
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|
|
$
|
83.83
|
|
|
$
|
0.30
|
|
|
$
|
107.08
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|
|
$
|
89.35
|
|
|
$
|
0.25
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2)
|
||||||
10/1/16 – 10/31/16
|
|
758,923
|
|
|
$
|
110.68
|
|
|
758,923
|
|
|
$
|
2,939,315,852
|
|
11/1/16 – 11/30/16
|
|
754,296
|
|
|
$
|
111.36
|
|
|
754,296
|
|
|
$
|
2,855,317,922
|
|
12/1/16 – 12/31/16
|
|
283,323
|
|
|
$
|
112.96
|
|
|
283,323
|
|
|
$
|
2,823,314,745
|
|
|
|
1,796,542
|
|
|
|
|
1,796,542
|
|
|
|
(1)
|
Does not include commissions or other costs paid to repurchase shares.
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(2)
|
In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased. In November 2014, our Board of Directors authorized an additional $5 billion of Class A Ordinary Shares for repurchase. In February 2017, the Board of Directors authorized a $5.0 billion increase to the then existing remaining authorization under its share repurchase program. Under each program, shares may be repurchased through open market or privately negotiated transactions, based on prevailing market conditions, funded from available capital. During
2016
, we repurchased
12.2 million
shares at an average price per share of
$102.66
for a total cost of
$1.3 billion
. The remaining authorized amount for share repurchase under our Share Repurchase Programs is $2.8 billion at
December 31, 2016
.
|
(millions except per share data)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
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(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
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||||||||||
Income Statement Data
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|
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||||||||||
Commissions, fees and other
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|
$
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11,605
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|
|
$
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11,661
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|
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$
|
12,019
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|
|
$
|
11,787
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|
|
$
|
11,476
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|
Fiduciary investment income
|
|
22
|
|
|
21
|
|
|
26
|
|
|
28
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|
|
38
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|
|||||
Total revenue
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|
$
|
11,627
|
|
|
$
|
11,682
|
|
|
$
|
12,045
|
|
|
$
|
11,815
|
|
|
$
|
11,514
|
|
Income from continuing operations
|
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
$
|
1,148
|
|
|
$
|
1,020
|
|
Net income
|
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|
1,148
|
|
|
1,020
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
34
|
|
|
37
|
|
|
34
|
|
|
35
|
|
|
27
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|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
|
$
|
1,113
|
|
|
$
|
993
|
|
Basic Net Income Per Share Attributable to Aon Shareholders
|
|
$
|
5.21
|
|
|
$
|
4.93
|
|
|
$
|
4.73
|
|
|
$
|
3.57
|
|
|
$
|
3.02
|
|
Diluted Net Income Per Share Attributable to Aon Shareholders
|
|
$
|
5.16
|
|
|
$
|
4.88
|
|
|
$
|
4.66
|
|
|
$
|
3.53
|
|
|
$
|
2.99
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiduciary assets (1)
|
|
$
|
9,485
|
|
|
$
|
9,932
|
|
|
$
|
11,638
|
|
|
$
|
11,871
|
|
|
$
|
12,214
|
|
Intangible assets including goodwill
|
|
$
|
10,970
|
|
|
$
|
10,628
|
|
|
$
|
11,380
|
|
|
$
|
11,575
|
|
|
$
|
11,918
|
|
Total assets
|
|
$
|
26,615
|
|
|
$
|
26,883
|
|
|
$
|
29,572
|
|
|
$
|
30,060
|
|
|
$
|
30,296
|
|
Long-term debt
|
|
$
|
5,869
|
|
|
$
|
5,138
|
|
|
$
|
4,768
|
|
|
$
|
3,666
|
|
|
$
|
3,694
|
|
Total equity
|
|
$
|
5,532
|
|
|
$
|
6,059
|
|
|
$
|
6,527
|
|
|
$
|
8,091
|
|
|
$
|
7,701
|
|
Class A Ordinary Shares and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
0.92
|
|
|
$
|
0.68
|
|
|
$
|
0.62
|
|
At year-end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price, per share
|
|
$
|
111.53
|
|
|
$
|
92.21
|
|
|
$
|
94.83
|
|
|
$
|
83.89
|
|
|
$
|
55.61
|
|
Shares outstanding
|
|
262.0
|
|
|
269.8
|
|
|
280.0
|
|
|
300.7
|
|
|
310.9
|
|
(1)
|
Represents insurance premium receivables from clients as well as cash and investments held in a fiduciary capacity.
|
•
|
Revenue
decreased
$55 million
to
$11.6 billion
in
2016
due primarily to a
2%
unfavorable impact from changes in foreign currency exchange rates and a
2%
decrease in commissions and fees related to acquisitions, net of divestitures, partially offset by organic revenue growth of
3%
in the Risk Solutions segment and
3%
in the HR Solutions segment. Organic revenue growth for the year was driven by strong new business generation and solid management of the renewal book portfolio across our Risk Solutions segment, as well as solid growth in both our Consulting and Outsourcing businesses within HR Solutions.
|
•
|
Operating expenses
decreased
$113 million
, or
1%
, to
$9.7 billion
in
2016
due primarily to a $248 million favorable impact from changes in foreign currency exchange rates, a $176 million decrease in expenses related to legacy litigation incurred in the prior year, a $144 million decrease in the core expense base resulting from acquisitions, net of divestitures, and a $37 million decrease in intangible asset amortization, partially offset by $220 million of non-cash expenses related to certain pension settlements, an increase in expense associated with
3%
organic revenue growth, and
$15 million
of transaction costs incurred related to future portfolio repositioning activities.
|
•
|
Operating margin
increased
to
16.4%
in
2016
from
15.8%
in
2015
. The
increase
in operating margin from the prior year is primarily driven by organic revenue growth of
3%
and return on investments across the portfolio as well as a decrease in expense related to legacy litigation and the favorable impact from changes in foreign currency exchange rates, partially offset by non-cash expenses related to certain pension settlements. Risk Solutions operating margin increased to
21.2%
in
2016
from
20.3%
in
2015
. HR Solutions operating margin increased to
13.3%
in
2016
from
12.5%
in
2015
.
|
•
|
Net income attributable to Aon shareholders was
$1.4 billion
,
an increase
of
$11 million
, or
1%
, from
2015
. Diluted earnings per share increased
6%
to
$5.16
in
2016
from
$4.88
in
2015
.
|
•
|
Cash flow provided by operating activities was
$2.3 billion
in
2016
,
an increase
of
$317 million
, or
16%
, from
$2.0 billion
in
2015
, due primarily to an increase in underlying net income after adjusting for certain non-cash pension expenses, lower cash pension contributions, and lower cash tax payments.
|
•
|
On February 9, 2017, we entered into an agreement to sell our Benefits Administration and Business Process Outsourcing (BPO) Portfolio (the “Business”) for cash consideration of $4.3 billion payable at closing plus additional cash consideration of up to $500 million based on future performance of the Business (the “Transaction”). The Business is within the HR Solutions segment described further below. The completion of the Transaction is subject to customary closing conditions, and the Transaction is expected to close by the end of the second quarter of 2017. In connection with the Transaction, we expect to implement a cost reduction program that will result in a future charge to the financial statements. We believe the cost reduction program will reduce stranded costs, create greater efficiency, and contribute towards the Company's objective of being accretive to analysts’ consensus earnings of $7.97 per share in 2018, as published by FactSet. Refer to Note 18 “Subsequent Event - Disposition of Benefits Administration and Business Process Outsourcing” of the Notes to Consolidated Financial Statements for additional details regarding the Transaction.
|
•
|
Organic revenue growth, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was
3%
in
2016
. Organic revenue growth was driven by growth across every major business in both Risk Solutions and HR Solutions. In Risk Solutions, organic revenue growth was driven by strong growth in Retail brokerage across both the Americas and International businesses, as well as modest growth in Reinsurance. In HR Solutions, organic revenue growth was primarily driven by growth in health care exchanges and in HR BPO for cloud-based solutions as well as growth in investment and communications consulting.
|
•
|
Adjusted operating margin, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was
20.8%
for Aon overall,
24.5%
for the Risk Solutions segment, and
18.4%
for the HR Solutions segment in
2016
. In
2015
, adjusted operating margin was
20.0%
for Aon overall,
23.6%
for the Risk Solutions segment, and
18.1%
for the HR Solutions segment. The increase in adjusted operating margin for the Risk Solutions segment primarily reflects solid organic revenue growth and return on investments in data and analytics. The increase in adjusted operating margin for the HR Solutions segment primarily reflects solid organic revenue growth and expense discipline, partially offset by lost operating income and stranded costs related to previous dispositions, as well as unfavorable impact from changes in foreign currency exchange rates.
|
•
|
Adjusted diluted earnings per share from net income attributable to Aon’s shareholders, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was
$6.59
per share in
2016
,
an increase
of
$0.41
per share, or
7%
, from
$6.18
per share in
2015
. The
increase
demonstrates solid operational performance and effective capital management, highlighted by
$1.3 billion
of share repurchase during
2016
.
|
•
|
Free cash flow, a non-GAAP metric as defined under the caption “Review of Consolidated Results — Free Cash Flow,” was
$2.1 billion
in
2016
,
an increase
of
$385 million
, or
22%
, from
$1.7 billion
in
2015
. The
increase
in free cash flow from the prior year was driven by record cash flow from operations of
$2.3 billion
and a
23%
, or
$68 million
,
decrease
in capital expenditures.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Commissions, fees and other
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
22
|
|
|
21
|
|
|
26
|
|
|||
Total revenue
|
11,627
|
|
|
11,682
|
|
|
12,045
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
6,914
|
|
|
6,837
|
|
|
7,014
|
|
|||
Other general expenses
|
2,807
|
|
|
2,997
|
|
|
3,065
|
|
|||
Total operating expenses
|
9,721
|
|
|
9,834
|
|
|
10,079
|
|
|||
Operating income
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
1,669
|
|
|
1,689
|
|
|
1,765
|
|
|||
Income taxes
|
239
|
|
|
267
|
|
|
334
|
|
|||
Net income
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
Year Ended December 31, 2016
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
11,627
|
|
|
$
|
7,485
|
|
|
$
|
4,183
|
|
Operating income — U.S. GAAP
|
$
|
1,906
|
|
|
$
|
1,587
|
|
|
$
|
557
|
|
Intangible asset amortization
|
277
|
|
|
105
|
|
|
172
|
|
|||
Pension settlements
|
220
|
|
|
144
|
|
|
26
|
|
|||
Transaction costs
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Operating income — as adjusted
|
$
|
2,418
|
|
|
$
|
1,836
|
|
|
$
|
770
|
|
Operating margins — U.S. GAAP
|
16.4
|
%
|
|
21.2
|
%
|
|
13.3
|
%
|
|||
Operating margins — as adjusted
|
20.8
|
%
|
|
24.5
|
%
|
|
18.4
|
%
|
Year Ended December 31, 2015
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
11,682
|
|
|
$
|
7,426
|
|
|
$
|
4,303
|
|
Operating income — U.S. GAAP
|
$
|
1,848
|
|
|
$
|
1,506
|
|
|
$
|
536
|
|
Intangible asset amortization
|
314
|
|
|
109
|
|
|
205
|
|
|||
Legacy litigation
|
176
|
|
|
137
|
|
|
39
|
|
|||
Operating income — as adjusted
|
$
|
2,338
|
|
|
$
|
1,752
|
|
|
$
|
780
|
|
Operating margins — U.S. GAAP
|
15.8
|
%
|
|
20.3
|
%
|
|
12.5
|
%
|
|||
Operating margins — as adjusted
|
20.0
|
%
|
|
23.6
|
%
|
|
18.1
|
%
|
Year Ended December 31, 2014
|
Total
Aon (1)
|
|
Risk
Solutions
|
|
HR
Solutions
|
||||||
Revenue — U.S. GAAP
|
$
|
12,045
|
|
|
$
|
7,834
|
|
|
$
|
4,264
|
|
Operating income — U.S. GAAP
|
$
|
1,966
|
|
|
$
|
1,648
|
|
|
$
|
485
|
|
Intangible asset amortization
|
352
|
|
|
109
|
|
|
243
|
|
|||
Legacy litigation
|
35
|
|
|
35
|
|
|
—
|
|
|||
Operating income — as adjusted
|
$
|
2,353
|
|
|
$
|
1,792
|
|
|
$
|
728
|
|
Operating margins — U.S. GAAP
|
16.3
|
%
|
|
21.0
|
%
|
|
11.4
|
%
|
|||
Operating margins — as adjusted
|
19.5
|
%
|
|
22.9
|
%
|
|
17.1
|
%
|
Year Ended December 31, 2016
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,906
|
|
|
$
|
512
|
|
|
$
|
2,418
|
|
Interest income
|
9
|
|
|
—
|
|
|
9
|
|
|||
Interest expense
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|||
Other income
|
36
|
|
|
—
|
|
|
36
|
|
|||
Income before income taxes
|
1,669
|
|
|
512
|
|
|
2,181
|
|
|||
Income taxes
|
239
|
|
|
128
|
|
|
367
|
|
|||
Net income
|
1,430
|
|
|
384
|
|
|
1,814
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
—
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
384
|
|
|
$
|
1,780
|
|
Diluted earnings per share
|
$
|
5.16
|
|
|
$
|
1.43
|
|
|
$
|
6.59
|
|
Weighted average ordinary shares outstanding — diluted
|
270.3
|
|
|
|
|
|
270.3
|
|
Year Ended December 31, 2015
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,848
|
|
|
$
|
490
|
|
|
$
|
2,338
|
|
Interest income
|
14
|
|
|
—
|
|
|
14
|
|
|||
Interest expense
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
|||
Other income
|
100
|
|
|
—
|
|
|
100
|
|
|||
Income before income taxes
|
1,689
|
|
|
490
|
|
|
2,179
|
|
|||
Income taxes
|
267
|
|
|
122
|
|
|
389
|
|
|||
Net income
|
1,422
|
|
|
368
|
|
|
1,790
|
|
|||
Less: Net income attributable to noncontrolling interests
|
37
|
|
|
—
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
368
|
|
|
$
|
1,753
|
|
Diluted earnings per share
|
$
|
4.88
|
|
|
$
|
1.30
|
|
|
$
|
6.18
|
|
Weighted average ordinary shares outstanding — diluted
|
283.8
|
|
|
|
|
|
283.8
|
|
Year Ended December 31, 2014
|
U.S. GAAP
|
|
Adjustments
|
|
As Adjusted
|
||||||
Operating income
|
$
|
1,966
|
|
|
$
|
387
|
|
|
$
|
2,353
|
|
Interest income
|
10
|
|
|
—
|
|
|
10
|
|
|||
Interest expense
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
|||
Other income
|
44
|
|
|
—
|
|
|
44
|
|
|||
Income before income taxes
|
1,765
|
|
|
387
|
|
|
2,152
|
|
|||
Income taxes
|
334
|
|
|
73
|
|
|
407
|
|
|||
Net income
|
1,431
|
|
|
314
|
|
|
1,745
|
|
|||
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
—
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
314
|
|
|
$
|
1,711
|
|
Diluted earnings per share
|
$
|
4.66
|
|
|
$
|
1.05
|
|
|
$
|
5.71
|
|
Weighted average ordinary shares outstanding — diluted
|
299.6
|
|
|
|
|
|
299.6
|
|
Years Ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow provided by operating activities - U.S. GAAP
|
$
|
2,326
|
|
|
$
|
2,009
|
|
|
$
|
1,812
|
|
Less: Capital expenditures
|
(222
|
)
|
|
(290
|
)
|
|
(256
|
)
|
|||
Free cash flow
|
$
|
2,104
|
|
|
$
|
1,719
|
|
|
$
|
1,556
|
|
|
Statement of Financial Position Classification
|
|
|
||||||||||||
Asset Type
|
Cash and Cash
Equivalents
|
|
Short-term
Investments
|
|
Fiduciary
Assets
|
|
Total
|
||||||||
Certificates of deposit, bank deposits or time deposits
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
2,735
|
|
|
$
|
3,166
|
|
Money market funds
|
—
|
|
|
290
|
|
|
1,081
|
|
|
1,371
|
|
||||
Other investments due within one year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash and investments
|
431
|
|
|
290
|
|
|
3,816
|
|
|
4,537
|
|
||||
Fiduciary receivables
|
—
|
|
|
—
|
|
|
5,669
|
|
|
5,669
|
|
||||
Total
|
$
|
431
|
|
|
$
|
290
|
|
|
$
|
9,485
|
|
|
$
|
10,206
|
|
Years Ended December 31
|
2016
|
|
2015
|
||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
Interest expense
|
282
|
|
|
273
|
|
||
Income taxes
|
239
|
|
|
267
|
|
||
Depreciation of fixed assets
|
232
|
|
|
229
|
|
||
Amortization of intangible assets
|
277
|
|
|
314
|
|
||
Total EBITDA
|
$
|
2,460
|
|
|
$
|
2,505
|
|
Total Debt
|
$
|
6,205
|
|
|
$
|
5,700
|
|
Total debt-to-EBITDA ratio
|
2.5
|
|
2.3
|
|
Ratings
|
|
|
||
|
Senior
Long-term Debt
|
|
Commercial Paper
|
|
Outlook
|
Standard & Poor’s
|
A-
|
|
A-2
|
|
Stable
|
Moody’s Investor Services
|
Baa2
|
|
P-2
|
|
Stable
|
Fitch, Inc.
|
BBB+
|
|
F-2
|
|
Stable
|
|
Payments due in
|
||||||||||||||||||
|
2017
|
|
2018 –
2019 |
|
2020 –
2021 |
|
2022 and
beyond |
|
Total
|
||||||||||
Principal payments on debt
|
$
|
336
|
|
|
$
|
278
|
|
|
$
|
1,000
|
|
|
$
|
4,700
|
|
|
$
|
6,314
|
|
Interest payments on debt
|
271
|
|
|
522
|
|
|
479
|
|
|
2,570
|
|
|
3,842
|
|
|||||
Operating leases
|
355
|
|
|
600
|
|
|
451
|
|
|
696
|
|
|
2,102
|
|
|||||
Pension and other postretirement benefit plans
|
189
|
|
|
485
|
|
|
396
|
|
|
1,023
|
|
|
2,093
|
|
|||||
Purchase obligations
|
410
|
|
|
405
|
|
|
133
|
|
|
12
|
|
|
960
|
|
|||||
Total
|
$
|
1,561
|
|
|
$
|
2,290
|
|
|
$
|
2,459
|
|
|
$
|
9,001
|
|
|
$
|
15,311
|
|
•
|
Risk Solutions
acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.
|
•
|
HR Solutions
partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.
|
Years ended December 31
(millions, except percentage data)
|
2016
|
|
2015
|
|
2014
|
Revenue
|
$7,485
|
|
$7,426
|
|
$7,834
|
Operating income
|
$1,587
|
|
$1,506
|
|
$1,648
|
Operating margin
|
21.2%
|
|
20.3%
|
|
21.0%
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Retail brokerage:
|
|
|
|
|
|
||||||
Americas
|
$
|
3,357
|
|
|
$
|
3,294
|
|
|
$
|
3,288
|
|
International (1)
|
2,739
|
|
|
2,750
|
|
|
3,046
|
|
|||
Total retail brokerage
|
6,096
|
|
|
6,044
|
|
|
6,334
|
|
|||
Reinsurance brokerage
|
1,367
|
|
|
1,361
|
|
|
1,474
|
|
|||
Total
|
$
|
7,463
|
|
|
$
|
7,405
|
|
|
$
|
7,808
|
|
(1)
|
Includes the U.K., Europe, Middle East, Africa and Asia Pacific.
|
|
Percent
Change
|
|
Less:
Currency
Impact
|
|
Less:
Acquisitions,
Divestitures
& Other
|
|
Organic
Revenue Growth
|
Retail brokerage:
|
|
|
|
|
|
|
|
Americas
|
2%
|
|
(2)%
|
|
—%
|
|
4%
|
International (1)
|
—
|
|
(3)
|
|
—
|
|
3
|
Total retail brokerage
|
1
|
|
(3)
|
|
—
|
|
4
|
Reinsurance brokerage
|
—
|
|
(1)
|
|
—
|
|
1
|
Total
|
1%
|
|
(2)%
|
|
—%
|
|
3%
|
(1)
|
Includes the U.K., Europe, Middle East, Africa and Asia Pacific.
|
Years ended December 31
(millions, except percentage data)
|
2016
|
|
2015
|
|
2014
|
Revenue
|
$4,183
|
|
$4,303
|
|
$4,264
|
Operating income
|
$557
|
|
$536
|
|
$485
|
Operating margin
|
13.3%
|
|
12.5%
|
|
11.4%
|
•
|
Retirement
specializes in global actuarial services, defined contribution consulting, tax and ERISA consulting, and pension administration.
|
•
|
Compensation
focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies, and sales force effectiveness, with special expertise in the financial services and technology industries.
|
•
|
Strategic Human Capital
delivers advice to complex global organizations on talent, change, and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training, and change management.
|
•
|
Investment consulting
advises public and private companies, other institutions, and trustees on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans, endowments, and foundations.
|
•
|
Benefits Administration
applies our human resource expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services. Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.
|
•
|
Exchanges
builds and operates healthcare exchanges to provide employers with a cost effective alternative to traditional employee and retiree healthcare, while helping individuals select the insurance that best meets their needs.
|
•
|
Human Resource Business Processing Outsourcing
provides market-leading solutions to manage employee data; administers benefits, payroll and other human resources processes; and records and manages talent, workforce and other core human resource process transactions as well as other complementary services such as flexible spending, dependent audit, and participant advocacy.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Consulting services
|
$
|
1,662
|
|
|
$
|
1,686
|
|
|
$
|
1,700
|
|
Outsourcing
|
2,557
|
|
|
2,658
|
|
|
2,607
|
|
|||
Intersegment
|
(36
|
)
|
|
(41
|
)
|
|
(43
|
)
|
|||
Total
|
$
|
4,183
|
|
|
$
|
4,303
|
|
|
$
|
4,264
|
|
|
Percent
Change |
|
Less:
Currency Impact |
|
Less:
Acquisitions, Divestitures & Other |
|
Organic
Revenue Growth |
Consulting services
|
(1)%
|
|
(3)%
|
|
—%
|
|
2%
|
Outsourcing
|
(4)%
|
|
(1)%
|
|
(7)%
|
|
4%
|
Total
|
(3)%
|
|
(2)%
|
|
(4)%
|
|
3%
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Risk Solutions
|
$
|
1,587
|
|
|
$
|
1,506
|
|
|
$
|
1,648
|
|
HR Solutions
|
557
|
|
|
536
|
|
|
485
|
|
|||
Unallocated expense
|
(238
|
)
|
|
(194
|
)
|
|
(167
|
)
|
|||
Operating income
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
Unrecognized actuarial gains and losses
|
$
|
1,256
|
|
|
$
|
1,618
|
|
|
$
|
394
|
|
Amortization period
|
9 - 31
|
|
|
7 - 26
|
|
|
14 - 40
|
|
|||
Estimated 2017 amortization of loss
|
$
|
30
|
|
|
$
|
52
|
|
|
$
|
11
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
Expected return
|
3.36%
|
|
7.88%
|
|
2.68 - 5.15%
|
(1)
|
Increases to the projected benefit obligation reflect increases to our pension obligations, while decreases in the projected benefit obligation are recoveries toward fully funded status. A change in the discount rate has an inverse relationship to the projected benefit obligation.
|
|
25 Basis Point Change in Discount Rate
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(4
|
)
|
|
$
|
4
|
|
U.S. plans
|
1
|
|
|
(1
|
)
|
||
Other plans
|
—
|
|
|
—
|
|
|
25 Basis Point Change in Long-Term Rate
of Return on Plan Assets
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(14
|
)
|
|
$
|
14
|
|
U.S. plans
|
(4
|
)
|
|
4
|
|
||
Other plans
|
(3
|
)
|
|
3
|
|
|
|
Years ended December 31
|
||||||||||
(millions, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Commissions, fees and other
|
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
|
22
|
|
|
21
|
|
|
26
|
|
|||
Total revenue
|
|
11,627
|
|
|
11,682
|
|
|
12,045
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,914
|
|
|
6,837
|
|
|
7,014
|
|
|||
Other general expenses
|
|
2,807
|
|
|
2,997
|
|
|
3,065
|
|
|||
Total operating expenses
|
|
9,721
|
|
|
9,834
|
|
|
10,079
|
|
|||
Operating income
|
|
1,906
|
|
|
1,848
|
|
|
1,966
|
|
|||
Interest income
|
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
|
1,669
|
|
|
1,689
|
|
|
1,765
|
|
|||
Income taxes
|
|
239
|
|
|
267
|
|
|
334
|
|
|||
Net income
|
|
1,430
|
|
|
1,422
|
|
|
1,431
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
34
|
|
|
37
|
|
|
34
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
Basic net income per share attributable to Aon shareholders
|
$
|
5.21
|
|
|
$
|
4.93
|
|
|
$
|
4.73
|
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
5.16
|
|
|
$
|
4.88
|
|
|
$
|
4.66
|
|
|
Cash dividends per share paid on ordinary shares
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
0.92
|
|
Weighted average ordinary shares outstanding - basic
|
|
268.1
|
|
|
280.8
|
|
|
295.5
|
|
|||
Weighted average ordinary shares outstanding - diluted
|
270.3
|
|
|
283.8
|
|
|
299.6
|
|
|
|
Years Ended December 31
|
||||||||||
(millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
Less: Net income attributable to noncontrolling interests
|
34
|
|
|
37
|
|
|
34
|
|
||||
Net income attributable to Aon shareholders
|
$
|
1,396
|
|
|
$
|
1,385
|
|
|
$
|
1,397
|
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|||||||
Change in fair value of financial instruments
|
(12
|
)
|
|
(8
|
)
|
|
4
|
|
||||
Foreign currency translation adjustments
|
(495
|
)
|
|
(442
|
)
|
|
(507
|
)
|
||||
Post-retirement benefit obligation
|
16
|
|
|
155
|
|
|
(260
|
)
|
||||
Total other comprehensive loss
|
(491
|
)
|
|
(295
|
)
|
|
(763
|
)
|
||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
(2
|
)
|
|
(6
|
)
|
|
(3
|
)
|
||||
Total other comprehensive loss attributable to Aon shareholders
|
(489
|
)
|
|
(289
|
)
|
|
(760
|
)
|
||||
Comprehensive income attributable to Aon shareholders
|
$
|
907
|
|
|
$
|
1,096
|
|
|
$
|
637
|
|
(millions)
|
Shares
|
|
Ordinary Shares and Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Loss,
Net of Tax
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||
|
|
|
|
|
(As Revised)
|
|
|
|
|
|
|
|||||||||||
Balance at January 1, 2014
|
300.7
|
|
|
$
|
4,788
|
|
|
$
|
5,627
|
|
|
$
|
(2,374
|
)
|
|
$
|
50
|
|
|
8,091
|
|
|
Net income
|
—
|
|
|
—
|
|
|
1,397
|
|
|
—
|
|
|
34
|
|
|
1,431
|
|
|||||
Shares issued — employee benefit plans
|
0.4
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Shares issued — employee compensation
|
4.7
|
|
|
(131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||||
Shares purchased
|
(25.8
|
)
|
|
—
|
|
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
Share-based compensation expense
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(504
|
)
|
|
(3
|
)
|
|
(507
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|||||
Net sales of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
|||||
Balance at December 31, 2014
|
280.0
|
|
|
5,100
|
|
|
4,501
|
|
|
(3,134
|
)
|
|
60
|
|
|
6,527
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
1,385
|
|
|
—
|
|
|
37
|
|
|
1,422
|
|
|||||
Shares issued — employee benefit plans
|
0.5
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Shares issued — employee compensation
|
5.3
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||
Shares purchased
|
(16.0
|
)
|
|
—
|
|
|
(1,550
|
)
|
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||
Share-based compensation expense
|
—
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
(6
|
)
|
|
(442
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|||||
Net purchases of shares from noncontrolling interests
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(6
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||
Balance at December 31, 2015
|
269.8
|
|
|
5,412
|
|
|
4,013
|
|
|
(3,423
|
)
|
|
57
|
|
|
6,059
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
34
|
|
|
1,430
|
|
|||||
Shares issued — employee benefit plans
|
0.7
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Shares issued — employee compensation
|
3.6
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|||||
Shares purchased
|
(12.1
|
)
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Tax benefit — employee benefit plans
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|||||
Dividends to shareholders
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Net change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
(2
|
)
|
|
(495
|
)
|
|||||
Net post-retirement benefit obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net purchases of shares from noncontrolling interests
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(38
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
Balance at December 31, 2016
|
262.0
|
|
|
$
|
5,580
|
|
|
$
|
3,807
|
|
|
$
|
(3,912
|
)
|
|
$
|
57
|
|
|
$
|
5,532
|
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||||||
Net income
|
$
|
1,430
|
|
|
$
|
1,422
|
|
|
$
|
1,431
|
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|||||||
Gain from sales of businesses and investments, net
|
(39
|
)
|
|
(81
|
)
|
|
(44
|
)
|
||||
Depreciation of fixed assets
|
232
|
|
|
229
|
|
|
242
|
|
||||
Amortization of intangible assets
|
277
|
|
|
314
|
|
|
352
|
|
||||
Share-based compensation expense
|
331
|
|
|
340
|
|
|
328
|
|
||||
Deferred income taxes
|
(24
|
)
|
|
(223
|
)
|
|
(135
|
)
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|||||||
Fiduciary receivables
|
594
|
|
|
599
|
|
|
(19
|
)
|
||||
Short-term investments — funds held on behalf of clients
|
(598
|
)
|
|
350
|
|
|
(403
|
)
|
||||
Fiduciary liabilities
|
4
|
|
|
(949
|
)
|
|
422
|
|
||||
Receivables, net
|
(86
|
)
|
|
(83
|
)
|
|
(25
|
)
|
||||
Accounts payable and accrued liabilities
|
64
|
|
|
87
|
|
|
4
|
|
||||
Current income taxes
|
49
|
|
|
116
|
|
|
42
|
|
||||
Pension, other post-retirement and other post-employment liabilities
|
42
|
|
|
(230
|
)
|
|
(340
|
)
|
||||
Other assets and liabilities
|
50
|
|
|
118
|
|
|
(43
|
)
|
||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
2,326
|
|
|
2,009
|
|
|
1,812
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|||||||
Proceeds from investments
|
43
|
|
|
220
|
|
|
52
|
|
||||
Payments for investments
|
(64
|
)
|
|
(266
|
)
|
|
(20
|
)
|
||||
Net sales (purchases) of short-term investments — non-fiduciary
|
61
|
|
|
9
|
|
|
110
|
|
||||
Acquisition of businesses, net of cash acquired
|
(879
|
)
|
|
(16
|
)
|
|
(479
|
)
|
||||
Proceeds from sale of businesses
|
107
|
|
|
205
|
|
|
48
|
|
||||
Capital expenditures
|
(222
|
)
|
|
(290
|
)
|
|
(256
|
)
|
||||
CASH USED FOR INVESTING ACTIVITIES
|
(954
|
)
|
|
(138
|
)
|
|
(545
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|||||||
Share repurchase
|
(1,257
|
)
|
|
(1,550
|
)
|
|
(2,250
|
)
|
||||
Issuance of shares for employee benefit plans
|
(129
|
)
|
|
(30
|
)
|
|
(105
|
)
|
||||
Issuance of debt
|
3,467
|
|
|
5,351
|
|
|
5,239
|
|
||||
Repayment of debt
|
(2,945
|
)
|
|
(5,098
|
)
|
|
(3,918
|
)
|
||||
Cash dividends to shareholders
|
(345
|
)
|
|
(323
|
)
|
|
(273
|
)
|
||||
Noncontrolling interests and other financing activities
|
(77
|
)
|
|
(39
|
)
|
|
4
|
|
||||
CASH USED FOR FINANCING ACTIVITIES
|
(1,286
|
)
|
|
(1,689
|
)
|
|
(1,303
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(39
|
)
|
|
(172
|
)
|
|
(67
|
)
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
47
|
|
|
10
|
|
|
(103
|
)
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
384
|
|
|
374
|
|
|
477
|
|
||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
431
|
|
|
$
|
384
|
|
|
$
|
374
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
272
|
|
|
$
|
254
|
|
|
$
|
245
|
|
|
Income taxes paid, net of refunds
|
218
|
|
|
249
|
|
|
337
|
|
|
Q1 2016
|
|
Q2 2016
|
|
Q3 2016
|
||||||||||||||||||||||||
(Unaudited)
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
|
As Reported
|
Effect of Change
(1)
|
As Revised
|
||||||||||||||||||
Net Income
|
$
|
327
|
|
$
|
10
|
|
$
|
337
|
|
|
$
|
607
|
|
$
|
38
|
|
$
|
645
|
|
|
$
|
921
|
|
$
|
50
|
|
$
|
971
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Receivables, net
|
110
|
|
(13
|
)
|
97
|
|
|
175
|
|
(47
|
)
|
128
|
|
|
289
|
|
(61
|
)
|
228
|
|
|||||||||
Other assets and liabilities
|
$
|
69
|
|
$
|
3
|
|
$
|
72
|
|
|
$
|
56
|
|
$
|
9
|
|
$
|
65
|
|
|
$
|
83
|
|
$
|
11
|
|
$
|
94
|
|
(1)
|
No net impact to Cash Provided by Operating Activities.
|
Asset Description
|
|
Asset Life
|
Software
|
|
Lesser of the life of an associated license, or 4 to 7 years
|
Leasehold improvements
|
|
Lesser of estimated useful life or lease term, not to exceed 10 years
|
Furniture, fixtures and equipment
|
|
4 to 10 years
|
Computer equipment
|
|
4 to 6 years
|
Buildings
|
|
35 years
|
Automobiles
|
|
6 years
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Equity earnings
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Net gain on disposals of businesses
|
39
|
|
|
82
|
|
|
24
|
|
|||
Foreign currency remeasurement (loss) gain
|
(2
|
)
|
|
30
|
|
|
18
|
|
|||
(Loss) income on financial instruments
|
(14
|
)
|
|
(24
|
)
|
|
(15
|
)
|
|||
Other
|
—
|
|
|
(1
|
)
|
|
5
|
|
|||
Total
|
$
|
36
|
|
|
$
|
100
|
|
|
$
|
44
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
58
|
|
|
$
|
74
|
|
|
$
|
90
|
|
Provision charged to operations
|
11
|
|
|
13
|
|
|
12
|
|
|||
Accounts written off, net of recoveries
|
(14
|
)
|
|
(34
|
)
|
|
(33
|
)
|
|||
Foreign currency translation
|
3
|
|
|
5
|
|
|
5
|
|
|||
Balance at December 31
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
74
|
|
As of December 31
|
2016
|
|
2015
|
||||
Taxes receivable
|
$
|
100
|
|
|
$
|
94
|
|
Prepaid expenses
|
125
|
|
|
130
|
|
||
Deferred project costs
|
87
|
|
|
92
|
|
||
Other
|
39
|
|
|
13
|
|
||
Total
|
$
|
351
|
|
|
$
|
329
|
|
As of December 31
|
2016
|
|
2015
|
||||
Software
|
$
|
948
|
|
|
$
|
1,095
|
|
Leasehold improvements
|
452
|
|
|
422
|
|
||
Computer equipment
|
417
|
|
|
358
|
|
||
Furniture, fixtures and equipment
|
300
|
|
|
315
|
|
||
Construction in progress
|
93
|
|
|
76
|
|
||
Other
|
115
|
|
|
115
|
|
||
Fixed assets, gross
|
2,325
|
|
|
2,381
|
|
||
Less: Accumulated depreciation
|
1,560
|
|
|
1,616
|
|
||
Fixed assets, net
|
$
|
765
|
|
|
$
|
765
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred project costs
|
$
|
183
|
|
|
$
|
210
|
|
Investments
|
119
|
|
|
135
|
|
||
Taxes receivable
|
82
|
|
|
82
|
|
||
Other
|
170
|
|
|
165
|
|
||
Total
|
$
|
554
|
|
|
$
|
592
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred revenue
|
$
|
393
|
|
|
$
|
394
|
|
Taxes payable
|
78
|
|
|
94
|
|
||
Other
|
402
|
|
|
331
|
|
||
Total
|
$
|
873
|
|
|
$
|
819
|
|
As of December 31
|
2016
|
|
2015
|
||||
Taxes payable
|
$
|
288
|
|
|
$
|
223
|
|
Leases
|
169
|
|
|
166
|
|
||
Deferred revenue
|
140
|
|
|
159
|
|
||
Compensation and benefits
|
56
|
|
|
59
|
|
||
Other
|
191
|
|
|
162
|
|
||
Total
|
$
|
844
|
|
|
$
|
769
|
|
Year ended December 31
|
2016
|
||
Cash
|
$
|
891
|
|
Deferred and contingent consideration
|
43
|
|
|
Aggregate consideration transferred
|
934
|
|
|
Assets acquired:
|
|
||
Cash and cash equivalents
|
12
|
|
|
Receivables, net
|
52
|
|
|
Goodwill
|
642
|
|
|
Intangible assets, net
|
366
|
|
|
Fixed assets, net
|
30
|
|
|
Other assets
|
2
|
|
|
Total assets acquired
|
1,104
|
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
163
|
|
|
Other liabilities
|
7
|
|
|
Total liabilities assumed
|
170
|
|
|
Net assets acquired
|
$
|
934
|
|
Year ended December 31
|
2015
|
||
Consideration
|
$
|
27
|
|
Intangible assets:
|
|
||
Goodwill
|
$
|
18
|
|
Other intangible assets
|
6
|
|
|
Total intangible assets
|
$
|
24
|
|
|
Risk
Solutions
|
|
HR
Solutions
|
|
Total
|
||||||
Balance as of January 1, 2015
|
$
|
5,911
|
|
|
$
|
2,949
|
|
|
$
|
8,860
|
|
Goodwill related to current year acquisitions
|
2
|
|
|
16
|
|
|
18
|
|
|||
Goodwill related to disposals
|
(1
|
)
|
|
(76
|
)
|
|
(77
|
)
|
|||
Goodwill related to prior year acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
(319
|
)
|
|
(34
|
)
|
|
(353
|
)
|
|||
Balance as of December 31, 2015
|
$
|
5,593
|
|
|
$
|
2,855
|
|
|
$
|
8,448
|
|
Goodwill related to current year acquisitions
|
632
|
|
|
10
|
|
|
642
|
|
|||
Goodwill related to disposals
|
(8
|
)
|
|
(26
|
)
|
|
(34
|
)
|
|||
Goodwill related to prior year acquisitions
|
4
|
|
|
—
|
|
|
4
|
|
|||
Foreign currency translation
|
(268
|
)
|
|
(45
|
)
|
|
(313
|
)
|
|||
Balance as of December 31, 2016
|
$
|
5,953
|
|
|
$
|
2,794
|
|
|
$
|
8,747
|
|
|
As of December 31
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
$
|
998
|
|
|
$
|
—
|
|
|
$
|
998
|
|
|
$
|
1,019
|
|
|
$
|
—
|
|
|
$
|
1,019
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer related and contract based
|
3,108
|
|
|
1,971
|
|
|
1,137
|
|
|
2,886
|
|
|
1,809
|
|
|
1,077
|
|
||||||
Technology and other
|
574
|
|
|
486
|
|
|
88
|
|
|
541
|
|
|
457
|
|
|
84
|
|
||||||
Total
|
$
|
4,680
|
|
|
$
|
2,457
|
|
|
$
|
2,223
|
|
|
$
|
4,446
|
|
|
$
|
2,266
|
|
|
$
|
2,180
|
|
|
Risk
Solutions
|
|
HR
Solutions
|
|
Total
|
||||||
2017
|
$
|
123
|
|
|
$
|
136
|
|
|
$
|
259
|
|
2018
|
118
|
|
|
91
|
|
|
209
|
|
|||
2019
|
107
|
|
|
73
|
|
|
180
|
|
|||
2020
|
97
|
|
|
61
|
|
|
158
|
|
|||
2021
|
66
|
|
|
53
|
|
|
119
|
|
|||
Thereafter
|
239
|
|
|
61
|
|
|
300
|
|
|||
Total
|
$
|
750
|
|
|
$
|
475
|
|
|
$
|
1,225
|
|
As of December 31
|
2016
|
|
2015
(1)
|
||||
3.875% Senior Notes due December 2025
|
$
|
744
|
|
|
$
|
—
|
|
5.00% Senior Notes due September 2020
|
598
|
|
|
597
|
|
||
4.75% Senior Notes due May 2045
|
592
|
|
|
591
|
|
||
3.50% Senior Notes due June 2024
|
594
|
|
|
593
|
|
||
4.60% Senior Notes due June 2044
|
543
|
|
|
543
|
|
||
2.875% Senior Notes due May 2026 (EUR 500M)
|
516
|
|
|
541
|
|
||
8.205% Junior Subordinated Notes due January 2027
|
521
|
|
|
521
|
|
||
3.125% Senior Notes due May 2016
|
—
|
|
|
500
|
|
||
2.80% Senior Notes due March 2021
|
397
|
|
|
396
|
|
||
4.00% Senior Notes due November 2023
|
347
|
|
|
347
|
|
||
6.25% Senior Notes due September 2040
|
295
|
|
|
295
|
|
||
4.76% Senior Notes due March 2018 (CAD 375M)
|
277
|
|
|
270
|
|
||
4.45% Senior Notes due May 2043
|
246
|
|
|
246
|
|
||
4.25% Senior Notes due December 2042
|
197
|
|
|
195
|
|
||
Commercial paper
|
329
|
|
|
50
|
|
||
Other
|
9
|
|
|
15
|
|
||
Total debt
|
6,205
|
|
|
5,700
|
|
||
Less short-term and current portion of long-term debt
|
336
|
|
|
562
|
|
||
Total long-term debt
|
$
|
5,869
|
|
|
$
|
5,138
|
|
2017
|
$
|
336
|
|
2018
|
278
|
|
|
2019
|
—
|
|
|
2020
|
600
|
|
|
2021
|
400
|
|
|
Thereafter
|
4,700
|
|
|
Total Repayments
|
6,314
|
|
|
Unamortized discount, premium, and debt issuance cost
|
(109
|
)
|
|
Total Debt
|
$
|
6,205
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Rental expense
|
$
|
400
|
|
|
$
|
454
|
|
|
$
|
455
|
|
Less: Sub lease rental income
|
(64
|
)
|
|
(83
|
)
|
|
(75
|
)
|
|||
Net rental expense
|
$
|
336
|
|
|
$
|
371
|
|
|
$
|
380
|
|
Years ended December 31, 2016
|
Gross rental commitments
|
|
Rentals from subleases
|
|
Net rental commitments
|
||||||
2017
|
$
|
355
|
|
|
$
|
(55
|
)
|
|
$
|
300
|
|
2018
|
317
|
|
|
(44
|
)
|
|
273
|
|
|||
2019
|
283
|
|
|
(38
|
)
|
|
245
|
|
|||
2020
|
237
|
|
|
(34
|
)
|
|
203
|
|
|||
2021
|
214
|
|
|
(33
|
)
|
|
181
|
|
|||
Thereafter
|
696
|
|
|
(47
|
)
|
|
649
|
|
|||
Total minimum payments required
|
$
|
2,102
|
|
|
$
|
(251
|
)
|
|
$
|
1,851
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
U.K.
|
$
|
(202
|
)
|
|
$
|
149
|
|
|
$
|
347
|
|
U.S.
|
(104
|
)
|
|
(51
|
)
|
|
(55
|
)
|
|||
Other
|
1,975
|
|
|
1,591
|
|
|
1,473
|
|
|||
Total
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.K.
|
$
|
(54
|
)
|
|
$
|
43
|
|
|
$
|
1
|
|
U.S. federal
|
94
|
|
|
137
|
|
|
156
|
|
|||
U.S. state and local
|
—
|
|
|
54
|
|
|
75
|
|
|||
Other
|
223
|
|
|
256
|
|
|
236
|
|
|||
Total current tax expense
|
$
|
263
|
|
|
$
|
490
|
|
|
$
|
468
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
U.K.
|
$
|
59
|
|
|
$
|
(39
|
)
|
|
$
|
38
|
|
U.S. federal
|
(47
|
)
|
|
(140
|
)
|
|
(133
|
)
|
|||
U.S. state and local
|
6
|
|
|
(14
|
)
|
|
(24
|
)
|
|||
Other
|
(42
|
)
|
|
(30
|
)
|
|
(15
|
)
|
|||
Total deferred tax benefit
|
$
|
(24
|
)
|
|
$
|
(223
|
)
|
|
$
|
(134
|
)
|
Total income tax expense
|
$
|
239
|
|
|
$
|
267
|
|
|
$
|
334
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
Statutory tax rate
|
20.0%
|
|
20.3%
|
|
21.5%
|
U.S. state income taxes, net of U.S. federal benefit
|
0.7
|
|
0.5
|
|
1.5
|
Taxes on international operations (1)
|
(8.5)
|
|
(6.0)
|
|
(8.9)
|
Nondeductible expenses
|
1.2
|
|
2.2
|
|
1.7
|
Adjustments to prior year tax requirements
|
(1.0)
|
|
(1.3)
|
|
0.9
|
Adjustments to valuation allowances
|
(1.8)
|
|
(1.2)
|
|
0.6
|
Change in uncertain tax positions
|
3.0
|
|
1.4
|
|
1.7
|
Other — net
|
0.7
|
|
(0.1)
|
|
(0.1)
|
Effective tax rate
|
14.3%
|
|
15.8%
|
|
18.9%
|
(1)
|
The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of
20.0%
,
20.3%
and
21.5%
at December 31,
2016
,
2015
, and
2014
, respectively. The benefit to the Company’s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures.
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
661
|
|
|
$
|
635
|
|
Net operating/capital loss and tax credit carryforwards
|
399
|
|
|
336
|
|
||
Accrued interest
|
166
|
|
|
293
|
|
||
Other accrued expenses
|
102
|
|
|
98
|
|
||
Brokerage fee arrangements (1)
|
66
|
|
|
66
|
|
||
Deferred revenue
|
57
|
|
|
65
|
|
||
Investment basis differences
|
48
|
|
|
56
|
|
||
Other
|
60
|
|
|
57
|
|
||
Total
|
1,559
|
|
|
1,606
|
|
||
Valuation allowance on deferred tax assets
|
(130
|
)
|
|
(162
|
)
|
||
Total
|
$
|
1,429
|
|
|
$
|
1,444
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and property, plant and equipment
|
$
|
(982
|
)
|
|
$
|
(961
|
)
|
Other accrued expenses
|
(101
|
)
|
|
(99
|
)
|
||
Deferred costs
|
(20
|
)
|
|
(30
|
)
|
||
Unrealized foreign exchange gains
|
(26
|
)
|
|
(29
|
)
|
||
Unremitted earnings
|
(29
|
)
|
|
(18
|
)
|
||
Other
|
(50
|
)
|
|
(44
|
)
|
||
Total
|
$
|
(1,208
|
)
|
|
$
|
(1,181
|
)
|
Net deferred tax asset
|
$
|
221
|
|
|
$
|
263
|
|
As of December 31
|
2016
|
|
2015
|
||||
Deferred tax assets — non-current (2)
|
$
|
322
|
|
|
$
|
300
|
|
Deferred tax liabilities — non-current (2)
|
(101
|
)
|
|
(37
|
)
|
||
Net deferred tax asset
|
$
|
221
|
|
|
$
|
263
|
|
As of December 31
|
2016
|
|
2015
|
||||
UK
|
|
|
|
||||
Operating loss carryforwards
|
$
|
325
|
|
|
$
|
449
|
|
Capital loss carryforwards
|
294
|
|
|
360
|
|
||
|
|
|
|
||||
US
|
|
|
|
||||
Federal operating loss carryforwards
|
$
|
196
|
|
|
$
|
8
|
|
State operating loss carryforwards
|
474
|
|
|
443
|
|
||
|
|
|
|
||||
Other Non-US
|
|
|
|
||||
Operating loss carryforwards
|
$
|
350
|
|
|
$
|
245
|
|
Capital loss carryforwards
|
218
|
|
|
206
|
|
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
238
|
|
|
$
|
211
|
|
Additions based on tax positions related to the current year
|
36
|
|
|
31
|
|
||
Additions for tax positions of prior years
|
20
|
|
|
53
|
|
||
Reductions for tax positions of prior years
|
(12
|
)
|
|
(18
|
)
|
||
Settlements
|
—
|
|
|
(32
|
)
|
||
Business combinations
|
2
|
|
|
—
|
|
||
Lapse of statute of limitations
|
(5
|
)
|
|
(5
|
)
|
||
Foreign currency translation
|
(1
|
)
|
|
(2
|
)
|
||
Balance at December 31
|
$
|
278
|
|
|
$
|
238
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Basic weighted-average ordinary shares outstanding
|
268.1
|
|
|
280.8
|
|
|
295.5
|
|
Dilutive effect of potentially issuable shares
|
2.2
|
|
|
3.0
|
|
|
4.1
|
|
Diluted weighted-average ordinary shares outstanding
|
270.3
|
|
|
283.8
|
|
|
299.6
|
|
|
Change in Fair Value of Financial Instruments (1)
|
|
Foreign Currency Translation Adjustments
|
|
Post-Retirement Benefit Obligation (2)
|
|
Total
|
||||||||
Balance at January 1, 2014
|
$
|
(21
|
)
|
|
$
|
169
|
|
|
$
|
(2,522
|
)
|
|
$
|
(2,374
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(13
|
)
|
|
(492
|
)
|
|
(563
|
)
|
|
(1,068
|
)
|
||||
Tax benefit
|
4
|
|
|
(12
|
)
|
|
229
|
|
|
221
|
|
||||
Other comprehensive loss before reclassifications, net
|
(9
|
)
|
|
(504
|
)
|
|
(334
|
)
|
|
(847
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
20
|
|
|
—
|
|
|
106
|
|
|
126
|
|
||||
Tax benefit
|
(7
|
)
|
|
—
|
|
|
(32
|
)
|
|
(39
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
13
|
|
|
—
|
|
|
74
|
|
|
87
|
|
||||
Net current period other comprehensive (loss) income
|
4
|
|
|
(504
|
)
|
|
(260
|
)
|
|
(760
|
)
|
||||
Balance at December 31, 2014
|
(17
|
)
|
|
(335
|
)
|
|
(2,782
|
)
|
|
(3,134
|
)
|
||||
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(4
|
)
|
|
(467
|
)
|
|
82
|
|
|
(389
|
)
|
||||
Tax benefit
|
1
|
|
|
31
|
|
|
(9
|
)
|
|
23
|
|
||||
Other comprehensive loss before reclassifications, net
|
(3
|
)
|
|
(436
|
)
|
|
73
|
|
|
(366
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
11
|
|
|
—
|
|
|
117
|
|
|
128
|
|
||||
Tax benefit
|
(16
|
)
|
|
—
|
|
|
(35
|
)
|
|
(51
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
(5
|
)
|
|
—
|
|
|
82
|
|
|
77
|
|
||||
Net current period other comprehensive (loss) income
|
(8
|
)
|
|
(436
|
)
|
|
155
|
|
|
(289
|
)
|
||||
Balance at December 31, 2015
|
(25
|
)
|
|
(771
|
)
|
|
(2,627
|
)
|
|
(3,423
|
)
|
||||
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(25
|
)
|
|
(490
|
)
|
|
(276
|
)
|
|
(791
|
)
|
||||
Tax benefit
|
6
|
|
|
(3
|
)
|
|
74
|
|
|
77
|
|
||||
Other comprehensive loss before reclassifications, net
|
(19
|
)
|
|
(493
|
)
|
|
(202
|
)
|
|
(714
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
10
|
|
|
—
|
|
|
322
|
|
|
332
|
|
||||
Tax benefit
|
(3
|
)
|
|
—
|
|
|
(104
|
)
|
|
(107
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net
|
7
|
|
|
—
|
|
|
218
|
|
|
225
|
|
||||
Net current period other comprehensive (loss) income
|
(12
|
)
|
|
(493
|
)
|
|
16
|
|
|
(489
|
)
|
||||
Balance at December 31, 2016
|
$
|
(37
|
)
|
|
$
|
(1,264
|
)
|
|
$
|
(2,611
|
)
|
|
$
|
(3,912
|
)
|
(1)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income
|
(2)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
142
|
|
|
$
|
133
|
|
|
$
|
123
|
|
U.K.
|
43
|
|
|
42
|
|
|
42
|
|
|||
Netherlands and Canada
|
27
|
|
|
25
|
|
|
30
|
|
|||
Total
|
$
|
212
|
|
|
$
|
200
|
|
|
$
|
195
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
(millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
4,985
|
|
|
$
|
5,529
|
|
|
$
|
3,160
|
|
|
$
|
3,350
|
|
|
$
|
1,177
|
|
|
$
|
1,399
|
|
Service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
158
|
|
|
198
|
|
|
111
|
|
|
131
|
|
|
29
|
|
|
33
|
|
||||||
Plan amendment
|
(20
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Settlements
|
(159
|
)
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan transfer and acquisitions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
32
|
|
|
(83
|
)
|
|
(43
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|
24
|
|
||||||
Benefit payments
|
(242
|
)
|
|
(217
|
)
|
|
(139
|
)
|
|
(133
|
)
|
|
(39
|
)
|
|
(38
|
)
|
||||||
Change in discount rate
|
1,079
|
|
|
(247
|
)
|
|
100
|
|
|
(145
|
)
|
|
100
|
|
|
(66
|
)
|
||||||
Foreign currency impact
|
(959
|
)
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(165
|
)
|
||||||
At December 31
|
$
|
4,874
|
|
|
$
|
4,985
|
|
|
$
|
2,908
|
|
|
$
|
3,160
|
|
|
$
|
1,227
|
|
|
$
|
1,177
|
|
Accumulated benefit obligation at end of year
|
$
|
4,874
|
|
|
$
|
4,985
|
|
|
$
|
2,908
|
|
|
$
|
3,160
|
|
|
$
|
1,191
|
|
|
$
|
1,135
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
5,903
|
|
|
$
|
6,224
|
|
|
$
|
1,951
|
|
|
$
|
2,036
|
|
|
$
|
1,019
|
|
|
$
|
1,161
|
|
Actual return on plan assets
|
1,233
|
|
|
91
|
|
|
116
|
|
|
(60
|
)
|
|
111
|
|
|
8
|
|
||||||
Employer contributions
|
67
|
|
|
65
|
|
|
36
|
|
|
108
|
|
|
20
|
|
|
21
|
|
||||||
Settlements
|
(159
|
)
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan transfer and acquisitions
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(242
|
)
|
|
(217
|
)
|
|
(139
|
)
|
|
(133
|
)
|
|
(39
|
)
|
|
(38
|
)
|
||||||
Foreign currency impact
|
(1,127
|
)
|
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(133
|
)
|
||||||
At December 31
|
$
|
5,675
|
|
|
$
|
5,903
|
|
|
$
|
1,683
|
|
|
$
|
1,951
|
|
|
$
|
1,076
|
|
|
$
|
1,019
|
|
Market related value at end of year
|
$
|
5,675
|
|
|
$
|
5,903
|
|
|
$
|
1,819
|
|
|
$
|
2,064
|
|
|
$
|
1,076
|
|
|
$
|
1,019
|
|
Amount recognized in Statement of Financial Position at December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
801
|
|
|
$
|
918
|
|
|
$
|
(1,225
|
)
|
|
$
|
(1,209
|
)
|
|
$
|
(151
|
)
|
|
$
|
(158
|
)
|
Unrecognized prior-service cost
|
19
|
|
|
46
|
|
|
6
|
|
|
9
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Unrecognized loss
|
1,237
|
|
|
1,465
|
|
|
1,612
|
|
|
1,723
|
|
|
400
|
|
|
389
|
|
||||||
Net amount recognized
|
$
|
2,057
|
|
|
$
|
2,429
|
|
|
$
|
393
|
|
|
$
|
523
|
|
|
$
|
243
|
|
|
$
|
224
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Prepaid benefit cost (1)
|
$
|
836
|
|
|
$
|
1,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability (2)
|
(35
|
)
|
|
(94
|
)
|
|
(1,225
|
)
|
|
(1,209
|
)
|
|
(151
|
)
|
|
(158
|
)
|
||||||
Accumulated other comprehensive loss
|
1,256
|
|
|
1,511
|
|
|
1,618
|
|
|
1,732
|
|
|
394
|
|
|
382
|
|
||||||
Net amount recognized
|
$
|
2,057
|
|
|
$
|
2,429
|
|
|
$
|
393
|
|
|
$
|
523
|
|
|
$
|
243
|
|
|
$
|
224
|
|
(1)
|
Included in Prepaid pension
|
(2)
|
Included in Other current liabilities and Pension, other post retirement, and post employment liabilities
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Net loss
|
$
|
1,237
|
|
|
$
|
1,465
|
|
|
$
|
1,612
|
|
|
$
|
1,723
|
|
|
$
|
400
|
|
|
$
|
389
|
|
Prior service cost (income)
|
19
|
|
|
46
|
|
|
6
|
|
|
9
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Total
|
$
|
1,256
|
|
|
$
|
1,511
|
|
|
$
|
1,618
|
|
|
$
|
1,732
|
|
|
$
|
394
|
|
|
$
|
382
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
158
|
|
|
198
|
|
|
230
|
|
|
111
|
|
|
131
|
|
|
129
|
|
|
29
|
|
|
33
|
|
|
47
|
|
|||||||||
Expected return on plan assets, net of administration expenses
|
(243
|
)
|
|
(307
|
)
|
|
(326
|
)
|
|
(156
|
)
|
|
(154
|
)
|
|
(157
|
)
|
|
(48
|
)
|
|
(50
|
)
|
|
(59
|
)
|
|||||||||
Amortization of prior-service cost
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
31
|
|
|
41
|
|
|
52
|
|
|
50
|
|
|
54
|
|
|
42
|
|
|
10
|
|
|
11
|
|
|
10
|
|
|||||||||
Net periodic benefit (income) cost
|
(52
|
)
|
|
(66
|
)
|
|
(42
|
)
|
|
7
|
|
|
33
|
|
|
18
|
|
|
(9
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||||||||
Settlement expense
|
61
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment gain and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||||
Total net periodic benefit cost (income)
|
$
|
9
|
|
|
$
|
(66
|
)
|
|
$
|
(42
|
)
|
|
$
|
165
|
|
|
$
|
33
|
|
|
$
|
18
|
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Discount rate
|
2.77%
|
|
3.96%
|
|
3.53-4.11%
|
|
3.69-4.43%
|
|
1.85-3.81%
|
|
2.43-3.96%
|
Rate of compensation increase
|
3.70 - 4.20%
|
|
3.63-4.13%
|
|
N/A
|
|
N/A
|
|
1.00-3.50%
|
|
2.00-3.50%
|
Underlying price inflation
|
1.83%
|
|
1.88%
|
|
N/A
|
|
N/A
|
|
2.00-2.50%
|
|
2.00-2.50%
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
Discount rate
|
3.96%
|
|
3.70%
|
|
4.55%
|
|
3.69 - 4.43%
|
|
3.37 - 4.08%
|
|
3.97 - 4.87%
|
|
2.43 - 3.96%
|
|
2.03 - 3.91%
|
|
3.60 - 4.71%
|
Expected return on plan assets, net of administration expenses
|
4.55%
|
|
5.09%
|
|
6.00%
|
|
7.81%
|
|
7.96%
|
|
8.80%
|
|
3.47 - 4.95%
|
|
3.99 - 5.21%
|
|
4.70 - 6.50%
|
Rate of compensation increase
|
3.63 - 4.13%
|
|
3.55 - 4.05%
|
|
3.70 - 4.40%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
2.00 - 3.50%
|
|
2.25 - 3.50%
|
|
2.25 - 3.50%
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
268
|
|
|
268
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
International
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
81
|
|
|
78
|
|
|
3
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International (2)
|
196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic (2)
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
105
|
|
|
—
|
|
|
105
|
|
|
—
|
|
||||
Government and agency bonds
|
132
|
|
|
76
|
|
|
56
|
|
|
—
|
|
||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income derivatives
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (2)
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (4)
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Real estate and REITS (5)
|
61
|
|
|
61
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (6)
|
267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,683
|
|
|
$
|
727
|
|
|
$
|
186
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.
|
(4)
|
Consists of long-dated options and swaps on a commodity index.
|
(5)
|
Consists of exchange traded real estate investment trusts (“REITS”).
|
(6)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Large cap domestic
|
299
|
|
|
299
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
International
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
203
|
|
|
170
|
|
|
33
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
International (2)
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small cap domestic (2)
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
148
|
|
|
—
|
|
|
148
|
|
|
—
|
|
||||
Government and agency bonds
|
128
|
|
|
52
|
|
|
76
|
|
|
—
|
|
||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income derivatives
|
69
|
|
|
47
|
|
|
22
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds (2)
|
336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (4)
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Real estate and REITS (5)
|
67
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (6)
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,951
|
|
|
$
|
750
|
|
|
$
|
292
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.
|
(4)
|
Consists of long-dated options on a commodity index.
|
(5)
|
Consists of exchange traded REITS.
|
(6)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
86
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|||||||
Global
|
135
|
|
|
135
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (2)
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe (2)
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
||||||||
Derivatives (4)
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Fixed income securities (5)
|
2,129
|
|
|
1,726
|
|
|
403
|
|
|
—
|
|
||||
Annuities
|
1,773
|
|
|
—
|
|
|
—
|
|
|
1,773
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities (2)
|
223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (6)
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (7)
|
773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,675
|
|
|
$
|
1,947
|
|
|
$
|
413
|
|
|
$
|
1,773
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives.
|
(5)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents (1)
|
$
|
159
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
66
|
|
|
—
|
|
|
66
|
|
|
—
|
|
||||
Global
|
133
|
|
|
133
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global (2)
|
360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Europe (2)
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments: (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives (4)
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
||||
Fixed income securities (5)
|
3,145
|
|
|
2,268
|
|
|
877
|
|
|
—
|
|
||||
Annuities
|
827
|
|
|
—
|
|
|
—
|
|
|
827
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income securities (2)
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (6)
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (7)
|
717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,903
|
|
|
$
|
2,560
|
|
|
$
|
1,054
|
|
|
$
|
827
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(3)
|
Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.
|
(4)
|
Consists of equity securities and equity derivatives.
|
(5)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(6)
|
Consists of property funds and trusts holding direct real estate investments.
|
(7)
|
Consists of limited partnerships, private equity and hedge funds.
|
Fair Value Measurements Using Level 3 Inputs
|
Annuities
|
||
Balance at January 1, 2015
|
$
|
836
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2015
|
(32
|
)
|
|
Purchases, sales and settlements—net
|
58
|
|
|
Foreign exchange
|
(35
|
)
|
|
Balance at December 31, 2015
|
827
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2016
|
7
|
|
|
Purchases, sales and settlements—net
|
1,248
|
|
|
Foreign exchange
|
(309
|
)
|
|
Balance at December 31, 2016
|
$
|
1,773
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (1)
|
322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
North America (1)
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities (2)
|
166
|
|
|
—
|
|
|
166
|
|
|
—
|
|
||||
Derivatives (2)
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities (1)
|
469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments (1) (3)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
REITS (1) (4)
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,076
|
|
|
$
|
11
|
|
|
$
|
203
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(3)
|
Consists of limited partnerships, private equity and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds:
|
|
|
|
|
|
|
|
||||||||
Global (1)
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
North America (1)
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities (2)
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Derivatives (2)
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed income securities (1)
|
576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives (1)
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
Alternative investments (1) (3)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodities (1)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
REITS (1) (4)
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,019
|
|
|
$
|
11
|
|
|
$
|
78
|
|
|
$
|
—
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
|
(2)
|
Consists of corporate and government bonds and fixed income derivatives.
|
(3)
|
Consists of limited partnerships, private equity and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
2017
|
|
$
|
124
|
|
|
$
|
168
|
|
|
$
|
39
|
|
2018
|
|
130
|
|
|
180
|
|
|
40
|
|
|||
2019
|
|
140
|
|
|
187
|
|
|
40
|
|
|||
2020
|
|
148
|
|
|
191
|
|
|
41
|
|
|||
2021
|
|
156
|
|
|
185
|
|
|
42
|
|
|||
2022 – 2026
|
|
892
|
|
|
893
|
|
|
228
|
|
|
2016
|
|
2015
|
||||
Accumulated projected benefit obligation
|
$
|
110
|
|
|
$
|
105
|
|
Fair value of plan assets
|
18
|
|
|
18
|
|
||
Funded status
|
(92
|
)
|
|
(87
|
)
|
||
Unrecognized prior-service credit
|
(3
|
)
|
|
(3
|
)
|
||
Unrecognized loss
|
10
|
|
|
7
|
|
||
Net amount recognized
|
$
|
(85
|
)
|
|
$
|
(83
|
)
|
|
2016
|
|
2015
|
|
2014
|
Net periodic benefit cost recognized (millions)
|
$5
|
|
$6
|
|
$3
|
Weighted-average discount rate used to determine future benefit obligations
|
3.71-4.15%
|
|
3.99-4.33%
|
|
3.83 - 4.08
|
Weighted-average discount rate used to determine net periodic benefit costs
|
3.99-4.33%
|
|
3.83-4.08%
|
|
4.44 - 4.95
|
•
|
To contribute
$4 million
to fund significant other post-retirement benefit plans during
2017
.
|
•
|
Estimated future benefit payments will be approximately
$6 million
each year for
2017
through 2021, and
$30 million
in aggregate for 2022-2026.
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted share units (“RSUs”)
|
$
|
194
|
|
|
$
|
201
|
|
|
$
|
187
|
|
Performance share awards ("PSAs")
|
125
|
|
|
127
|
|
|
132
|
|
|||
Employee share purchase plans
|
12
|
|
|
11
|
|
|
9
|
|
|||
Total share-based compensation expense
|
331
|
|
|
339
|
|
|
328
|
|
|||
Tax benefit
|
94
|
|
|
95
|
|
|
94
|
|
|||
Share-based compensation expense, net of tax
|
$
|
237
|
|
|
$
|
244
|
|
|
$
|
234
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Fair
Value (1)
|
|
Shares
|
|
Fair
Value (1)
|
|
Shares
|
|
Fair
Value (1)
|
|||||||||
Non-vested at beginning of year
|
7,167
|
|
|
$
|
77
|
|
|
8,381
|
|
|
$
|
63
|
|
|
9,759
|
|
|
$
|
51
|
|
Granted
|
2,252
|
|
|
101
|
|
|
2,459
|
|
|
97
|
|
|
2,844
|
|
|
84
|
|
|||
Vested
|
(2,845
|
)
|
|
70
|
|
|
(3,385
|
)
|
|
58
|
|
|
(3,732
|
)
|
|
49
|
|
|||
Forfeited
|
(379
|
)
|
|
82
|
|
|
(288
|
)
|
|
71
|
|
|
(490
|
)
|
|
58
|
|
|||
Non-vested at end of year
|
6,195
|
|
|
89
|
|
|
7,167
|
|
|
77
|
|
|
8,381
|
|
|
63
|
|
(1)
|
Represents per share weighted average fair value of award at date of grant.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Target PSAs granted per share
|
783
|
|
|
993
|
|
|
816
|
|
|||
Weighted average fair value per share at date of grant
|
$
|
100
|
|
|
$
|
96
|
|
|
$
|
81
|
|
Number of shares that would be issued based on current performance levels
|
777
|
|
|
1,437
|
|
|
1,540
|
|
|||
Unamortized expense, based on current performance levels
|
$
|
57
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
Notional Amount
|
|
Derivative Assets (1)
|
|
Derivative Liabilities (2)
|
||||||||||||||||||
As of December 31
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounted for as hedges
|
$
|
758
|
|
|
$
|
778
|
|
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
13
|
|
|
$
|
18
|
|
Not accounted for as hedges (3)
|
189
|
|
|
280
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total
|
$
|
947
|
|
|
$
|
1,058
|
|
|
$
|
15
|
|
|
$
|
32
|
|
|
$
|
14
|
|
|
$
|
18
|
|
(1)
|
Included within Other current assets (
$6 million
in
2016
and
$15 million
in
2015
, respectively) or Other non-current assets (
$9 million
in
2016
and
$17 million
in
2015
, respectively)
|
(2)
|
Included within Other current liabilities (
$7 million
in
2016
and
$13 million
in
2015
, respectively) or Other non-current liabilities (
$7 million
in
2016
and
$5 million
in
2015
, respectively)
|
(3)
|
These contracts typically are for
30
day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets Presented in the Statement of Financial Position (1)
|
||||||||||||||||||
Derivatives accounted for as hedges:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
(13
|
)
|
|
$
|
13
|
|
|
$
|
19
|
|
(1)
|
Included within Other current assets (
$4 million
in
2016
and
$6 million
in
2015
, respectively) or Other non-current assets (
$9 million
in
2016
and
$13 million
in
2015
, respectively)
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Position (1)
|
||||||||||||||||||
Derivatives accounted for as hedges:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Foreign exchange contracts
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
(13
|
)
|
|
$
|
12
|
|
|
$
|
5
|
|
(1)
|
Included within Other current liabilities (
$5 million
in
2016
and
$4 million
in
2015
, respectively) or Other non-current liabilities (
$7 million
in
2016
and
$1 million
in
2015
, respectively)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
Location of future reclassification from Accumulated Other Comprehensive Loss
|
|
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:
|
||||||||||||||||
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income (Expense)
|
|
Total
|
||||||||||
2016
|
|
$
|
8
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
(25
|
)
|
2015
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
|
(9
|
)
|
|||||
2014
|
|
11
|
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
|
(2
|
)
|
Cash Flow Hedge - Foreign Exchange Contracts
|
|
|
|
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
|
||||||||||||||||
|
|
Compensation and Benefits
|
|
Other General Expenses
|
|
Interest Expense
|
|
Other Income
|
|
Total
|
||||||||||
2016
|
|
$
|
2
|
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
(10
|
)
|
2015
|
|
4
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(17
|
)
|
|||||
2014
|
|
(5
|
)
|
|
3
|
|
|
(10
|
)
|
|
(2
|
)
|
|
(14
|
)
|
•
|
Level 1 — observable inputs such as quoted prices for identical assets in active markets;
|
•
|
Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
1,371
|
|
|
$
|
1,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity investments
|
9
|
|
|
6
|
|
|
3
|
|
|
—
|
|
||||
Derivatives (2):
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 12 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
$
|
1,396
|
|
|
$
|
1,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity investments
|
10
|
|
|
6
|
|
|
4
|
|
|
—
|
|
||||
Derivatives (2):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign exchange contracts
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
(1)
|
Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 12 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
2016
|
|
2015
|
||||||||||||
As of December 31
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Long-term debt
|
$
|
5,869
|
|
|
$
|
6,264
|
|
|
$
|
5,138
|
|
|
$
|
5,386
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
7,485
|
|
|
$
|
7,426
|
|
|
$
|
7,834
|
|
HR Solutions
|
4,183
|
|
|
4,303
|
|
|
4,264
|
|
|||
Intersegment eliminations
|
(41
|
)
|
|
(47
|
)
|
|
(53
|
)
|
|||
Total revenue
|
$
|
11,627
|
|
|
$
|
11,682
|
|
|
$
|
12,045
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Retail brokerage
|
$
|
6,096
|
|
|
$
|
6,044
|
|
|
$
|
6,334
|
|
Reinsurance brokerage
|
1,367
|
|
|
1,361
|
|
|
1,474
|
|
|||
Total Risk Solutions Segment
|
7,463
|
|
|
7,405
|
|
|
7,808
|
|
|||
Consulting services
|
1,662
|
|
|
1,686
|
|
|
1,700
|
|
|||
Outsourcing
|
2,557
|
|
|
2,658
|
|
|
2,607
|
|
|||
Intrasegment
|
(36
|
)
|
|
(41
|
)
|
|
(43
|
)
|
|||
Total HR Solutions Segment
|
4,183
|
|
|
4,303
|
|
|
4,264
|
|
|||
Intersegment
|
(41
|
)
|
|
(47
|
)
|
|
(53
|
)
|
|||
Total commissions, fees and other revenue
|
$
|
11,605
|
|
|
$
|
11,661
|
|
|
$
|
12,019
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
26
|
|
HR Solutions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total fiduciary investment income
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
26
|
|
Years ended December 31
|
2016
|
|
2015
|
|
2014
|
||||||
Risk Solutions
|
$
|
1,587
|
|
|
$
|
1,506
|
|
|
$
|
1,648
|
|
HR Solutions
|
557
|
|
|
536
|
|
|
485
|
|
|||
Segment income before income taxes
|
2,144
|
|
|
2,042
|
|
|
2,133
|
|
|||
Unallocated expenses
|
(238
|
)
|
|
(194
|
)
|
|
(167
|
)
|
|||
Interest income
|
9
|
|
|
14
|
|
|
10
|
|
|||
Interest expense
|
(282
|
)
|
|
(273
|
)
|
|
(255
|
)
|
|||
Other income
|
36
|
|
|
100
|
|
|
44
|
|
|||
Income before income taxes
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
Years ended December 31
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
2016
|
11,627
|
|
|
$
|
6,078
|
|
|
$
|
995
|
|
|
$
|
1,378
|
|
|
$
|
1,760
|
|
|
$
|
1,416
|
|
2015
|
11,682
|
|
|
6,063
|
|
|
1,053
|
|
|
1,527
|
|
|
1,909
|
|
|
1,130
|
|
|||||
2014
|
12,045
|
|
|
5,824
|
|
|
1,176
|
|
|
1,623
|
|
|
2,189
|
|
|
1,233
|
|
As of December 31, 2016
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
Fixed assets, net
|
765
|
|
|
$
|
443
|
|
|
$
|
62
|
|
|
$
|
65
|
|
|
$
|
85
|
|
|
$
|
110
|
|
Goodwill, intangible assets and other
|
12,382
|
|
|
6,947
|
|
|
887
|
|
|
2,091
|
|
|
2,054
|
|
|
403
|
|
|||||
Total
|
13,147
|
|
|
7,390
|
|
|
949
|
|
|
2,156
|
|
|
2,139
|
|
|
513
|
|
As of December 31, 2015
|
Total
|
|
United
States
|
|
Americas
other than
U.S.
|
|
United
Kingdom
|
|
Europe,
Middle East,
& Africa
|
|
Asia
Pacific
|
|||||||||||
Fixed assets, net
|
765
|
|
|
$
|
432
|
|
|
$
|
48
|
|
|
$
|
89
|
|
|
$
|
89
|
|
|
$
|
107
|
|
Goodwill, intangible assets and other
|
12,253
|
|
|
6,635
|
|
|
368
|
|
|
2,606
|
|
|
2,181
|
|
|
463
|
|
|||||
Total
|
13,018
|
|
|
7,067
|
|
|
416
|
|
|
2,695
|
|
|
2,270
|
|
|
570
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,605
|
|
|
$
|
—
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
11,627
|
|
|
—
|
|
|
11,627
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
130
|
|
|
171
|
|
|
6,613
|
|
|
—
|
|
|
6,914
|
|
|||||
Other general expenses
|
—
|
|
|
2
|
|
|
2,805
|
|
|
—
|
|
|
2,807
|
|
|||||
Total operating expenses
|
130
|
|
|
173
|
|
|
9,418
|
|
|
—
|
|
|
9,721
|
|
|||||
Operating (loss) income
|
(130
|
)
|
|
(173
|
)
|
|
2,209
|
|
|
—
|
|
|
1,906
|
|
|||||
Interest income
|
—
|
|
|
16
|
|
|
22
|
|
|
(29
|
)
|
|
9
|
|
|||||
Interest expense
|
(196
|
)
|
|
(101
|
)
|
|
(14
|
)
|
|
29
|
|
|
(282
|
)
|
|||||
Intercompany interest income (expense)
|
14
|
|
|
(541
|
)
|
|
527
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
274
|
|
|
(361
|
)
|
|
87
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
15
|
|
|
(5
|
)
|
|
44
|
|
|
(18
|
)
|
|
36
|
|
|||||
Income (loss) before taxes
|
(23
|
)
|
|
(1,165
|
)
|
|
2,875
|
|
|
(18
|
)
|
|
1,669
|
|
|||||
Income tax expense (benefit)
|
(55
|
)
|
|
(325
|
)
|
|
619
|
|
|
—
|
|
|
239
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
32
|
|
|
(840
|
)
|
|
2,256
|
|
|
(18
|
)
|
|
1,430
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
1,382
|
|
|
1,219
|
|
|
379
|
|
|
(2,980
|
)
|
|
—
|
|
|||||
Net income
|
1,414
|
|
|
379
|
|
|
2,635
|
|
|
(2,998
|
)
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,601
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,396
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,661
|
|
|
$
|
—
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
11,682
|
|
|
—
|
|
|
11,682
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
136
|
|
|
32
|
|
|
6,669
|
|
|
—
|
|
|
6,837
|
|
|||||
Other general expenses
|
8
|
|
|
7
|
|
|
2,982
|
|
|
—
|
|
|
2,997
|
|
|||||
Total operating expenses
|
144
|
|
|
39
|
|
|
9,651
|
|
|
—
|
|
|
9,834
|
|
|||||
Operating (loss) income
|
(144
|
)
|
|
(39
|
)
|
|
2,031
|
|
|
—
|
|
|
1,848
|
|
|||||
Interest income
|
—
|
|
|
14
|
|
|
19
|
|
|
(19
|
)
|
|
14
|
|
|||||
Interest expense
|
(140
|
)
|
|
(130
|
)
|
|
(22
|
)
|
|
19
|
|
|
(273
|
)
|
|||||
Intercompany interest income (expense)
|
429
|
|
|
(479
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
302
|
|
|
(422
|
)
|
|
120
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
(1
|
)
|
|
—
|
|
|
101
|
|
|
—
|
|
|
100
|
|
|||||
Income (loss) before taxes
|
446
|
|
|
(1,056
|
)
|
|
2,299
|
|
|
—
|
|
|
1,689
|
|
|||||
Income tax expense (benefit)
|
45
|
|
|
(262
|
)
|
|
484
|
|
|
—
|
|
|
267
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
401
|
|
|
(794
|
)
|
|
1,815
|
|
|
—
|
|
|
1,422
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
984
|
|
|
1,290
|
|
|
496
|
|
|
(2,770
|
)
|
|
—
|
|
|||||
Net income
|
1,385
|
|
|
496
|
|
|
2,311
|
|
|
(2,770
|
)
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,274
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,385
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustment
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,019
|
|
|
$
|
—
|
|
|
$
|
12,019
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|||||
Total revenue
|
—
|
|
|
—
|
|
|
12,045
|
|
|
—
|
|
|
12,045
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
140
|
|
|
16
|
|
|
6,858
|
|
|
—
|
|
|
7,014
|
|
|||||
Other general expenses
|
3
|
|
|
5
|
|
|
3,057
|
|
|
—
|
|
|
3,065
|
|
|||||
Total operating expenses
|
143
|
|
|
21
|
|
|
9,915
|
|
|
—
|
|
|
10,079
|
|
|||||
Operating (loss) income
|
(143
|
)
|
|
(21
|
)
|
|
2,130
|
|
|
—
|
|
|
1,966
|
|
|||||
Interest income
|
—
|
|
|
2
|
|
|
17
|
|
|
(9
|
)
|
|
10
|
|
|||||
Interest expense
|
(84
|
)
|
|
(139
|
)
|
|
(41
|
)
|
|
9
|
|
|
(255
|
)
|
|||||
Intercompany interest (expense) income
|
449
|
|
|
(298
|
)
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany other (expense) income
|
342
|
|
|
(390
|
)
|
|
48
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
2
|
|
|
5
|
|
|
37
|
|
|
—
|
|
|
44
|
|
|||||
Income (loss) before taxes
|
566
|
|
|
(841
|
)
|
|
2,040
|
|
|
—
|
|
|
1,765
|
|
|||||
Income tax (benefit) expense
|
74
|
|
|
(192
|
)
|
|
452
|
|
|
—
|
|
|
334
|
|
|||||
Income (loss) before equity in earnings of subsidiaries
|
492
|
|
|
(649
|
)
|
|
1,588
|
|
|
—
|
|
|
1,431
|
|
|||||
Equity in earnings of subsidiaries, net of tax
|
905
|
|
|
1,195
|
|
|
546
|
|
|
(2,646
|
)
|
|
—
|
|
|||||
Net income
|
1,397
|
|
|
546
|
|
|
2,134
|
|
|
(2,646
|
)
|
|
1,431
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,100
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,397
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,635
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,430
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,414
|
|
|
$
|
379
|
|
|
$
|
2,601
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,396
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
(1
|
)
|
|
(11
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Foreign currency translation adjustments
|
(2
|
)
|
|
21
|
|
|
(532
|
)
|
|
18
|
|
|
(495
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
68
|
|
|
(52
|
)
|
|
—
|
|
|
16
|
|
|||||
Total other comprehensive income (loss)
|
(2
|
)
|
|
88
|
|
|
(595
|
)
|
|
18
|
|
|
(491
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(505
|
)
|
|
(547
|
)
|
|
(459
|
)
|
|
1,511
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(507
|
)
|
|
(459
|
)
|
|
(1,052
|
)
|
|
1,529
|
|
|
(489
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
$
|
907
|
|
|
$
|
(80
|
)
|
|
$
|
1,549
|
|
|
$
|
(1,469
|
)
|
|
$
|
907
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,311
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,422
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,385
|
|
|
$
|
496
|
|
|
$
|
2,274
|
|
|
$
|
(2,770
|
)
|
|
$
|
1,385
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
(47
|
)
|
|
(395
|
)
|
|
—
|
|
|
(442
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
12
|
|
|
143
|
|
|
—
|
|
|
155
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
(35
|
)
|
|
(260
|
)
|
|
—
|
|
|
(295
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(289
|
)
|
|
(259
|
)
|
|
(294
|
)
|
|
842
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(289
|
)
|
|
(294
|
)
|
|
(548
|
)
|
|
842
|
|
|
(289
|
)
|
|||||
Comprehensive income attributable to Aon shareholders
|
$
|
1,096
|
|
|
$
|
202
|
|
|
$
|
1,726
|
|
|
$
|
(1,928
|
)
|
|
$
|
1,096
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,134
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,431
|
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
1,397
|
|
|
$
|
546
|
|
|
$
|
2,100
|
|
|
$
|
(2,646
|
)
|
|
$
|
1,397
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
—
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
4
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
(31
|
)
|
|
(476
|
)
|
|
—
|
|
|
(507
|
)
|
|||||
Post-retirement benefit obligation
|
—
|
|
|
(315
|
)
|
|
55
|
|
|
—
|
|
|
(260
|
)
|
|||||
Total other comprehensive loss
|
—
|
|
|
(349
|
)
|
|
(414
|
)
|
|
—
|
|
|
(763
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries, net of tax
|
(760
|
)
|
|
(409
|
)
|
|
(758
|
)
|
|
1,927
|
|
|
—
|
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total other comprehensive loss attributable to Aon shareholders
|
(760
|
)
|
|
(758
|
)
|
|
(1,169
|
)
|
|
1,927
|
|
|
(760
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
$
|
637
|
|
|
$
|
(212
|
)
|
|
$
|
931
|
|
|
$
|
(719
|
)
|
|
$
|
637
|
|
|
As of December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1,633
|
|
|
$
|
660
|
|
|
$
|
(1,862
|
)
|
|
$
|
431
|
|
Short-term investments
|
—
|
|
|
140
|
|
|
150
|
|
|
—
|
|
|
290
|
|
|||||
Receivables, net
|
—
|
|
|
3
|
|
|
2,586
|
|
|
—
|
|
|
2,589
|
|
|||||
Fiduciary assets
|
—
|
|
|
—
|
|
|
9,485
|
|
|
—
|
|
|
9,485
|
|
|||||
Intercompany receivables
|
105
|
|
|
1,880
|
|
|
9,825
|
|
|
(11,810
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
25
|
|
|
326
|
|
|
—
|
|
|
351
|
|
|||||
Total Current Assets
|
105
|
|
|
3,681
|
|
|
23,032
|
|
|
(13,672
|
)
|
|
13,146
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
8,747
|
|
|
—
|
|
|
8,747
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
2,223
|
|
|
—
|
|
|
2,223
|
|
|||||
Fixed assets, net
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
|||||
Deferred tax assets
|
134
|
|
|
726
|
|
|
168
|
|
|
(706
|
)
|
|
322
|
|
|||||
Intercompany receivables
|
366
|
|
|
261
|
|
|
8,711
|
|
|
(9,338
|
)
|
|
—
|
|
|||||
Prepaid Pension
|
—
|
|
|
5
|
|
|
853
|
|
|
—
|
|
|
858
|
|
|||||
Other non-current assets
|
2
|
|
|
119
|
|
|
433
|
|
|
—
|
|
|
554
|
|
|||||
Investment in subsidiary
|
10,107
|
|
|
17,137
|
|
|
(350
|
)
|
|
(26,894
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
10,714
|
|
|
$
|
21,929
|
|
|
$
|
44,582
|
|
|
$
|
(50,610
|
)
|
|
$
|
26,615
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
585
|
|
|
$
|
44
|
|
|
$
|
3,034
|
|
|
$
|
(1,862
|
)
|
|
$
|
1,801
|
|
Short-term debt and current portion of long-term debt
|
279
|
|
|
50
|
|
|
7
|
|
|
—
|
|
|
336
|
|
|||||
Fiduciary Liabilities
|
—
|
|
|
—
|
|
|
9,485
|
|
|
—
|
|
|
9,485
|
|
|||||
Intercompany payables
|
142
|
|
|
10,399
|
|
|
1,269
|
|
|
(11,810
|
)
|
|
—
|
|
|||||
Other current liabilities
|
—
|
|
|
63
|
|
|
810
|
|
|
—
|
|
|
873
|
|
|||||
Total Current Liabilities
|
1,006
|
|
|
10,556
|
|
|
14,605
|
|
|
(13,672
|
)
|
|
12,495
|
|
|||||
Long-term debt
|
4,177
|
|
|
1,413
|
|
|
279
|
|
|
—
|
|
|
5,869
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
759
|
|
|
(658
|
)
|
|
101
|
|
|||||
Pension, other post-retirement and other post-employment liabilities
|
—
|
|
|
1,356
|
|
|
418
|
|
|
—
|
|
|
1,774
|
|
|||||
Intercompany payables
|
—
|
|
|
8,877
|
|
|
461
|
|
|
(9,338
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
8
|
|
|
77
|
|
|
759
|
|
|
—
|
|
|
844
|
|
|||||
TOTAL LIABILITIES
|
5,191
|
|
|
22,279
|
|
|
17,281
|
|
|
(23,668
|
)
|
|
21,083
|
|
|||||
TOTAL AON SHAREHOLDERS’ EQUITY
|
5,523
|
|
|
(350
|
)
|
|
27,244
|
|
|
(26,942
|
)
|
|
5,475
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
TOTAL EQUITY
|
5,523
|
|
|
(350
|
)
|
|
27,301
|
|
|
(26,942
|
)
|
|
5,532
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
10,714
|
|
|
$
|
21,929
|
|
|
$
|
44,582
|
|
|
$
|
(50,610
|
)
|
|
$
|
26,615
|
|
|
As of December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2,083
|
|
|
$
|
1,242
|
|
|
$
|
(2,941
|
)
|
|
$
|
384
|
|
Short-term investments
|
—
|
|
|
209
|
|
|
147
|
|
|
—
|
|
|
356
|
|
|||||
Receivables, net
|
1
|
|
|
—
|
|
|
2,563
|
|
|
—
|
|
|
2,564
|
|
|||||
Fiduciary assets
|
—
|
|
|
—
|
|
|
9,932
|
|
|
—
|
|
|
9,932
|
|
|||||
Intercompany receivables
|
432
|
|
|
1,950
|
|
|
7,957
|
|
|
(10,339
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
19
|
|
|
310
|
|
|
—
|
|
|
329
|
|
|||||
Total Current Assets
|
433
|
|
|
4,261
|
|
|
22,151
|
|
|
(13,280
|
)
|
|
13,565
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
8,448
|
|
|
—
|
|
|
8,448
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
2,180
|
|
|
—
|
|
|
2,180
|
|
|||||
Fixed assets, net
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
|||||
Deferred tax assets
|
154
|
|
|
756
|
|
|
207
|
|
|
(817
|
)
|
|
300
|
|
|||||
Intercompany receivables
|
375
|
|
|
526
|
|
|
8,633
|
|
|
(9,534
|
)
|
|
—
|
|
|||||
Prepaid Pension
|
—
|
|
|
6
|
|
|
1,027
|
|
|
—
|
|
|
1,033
|
|
|||||
Other non-current assets
|
—
|
|
|
119
|
|
|
557
|
|
|
(84
|
)
|
|
592
|
|
|||||
Investment in subsidiary
|
11,700
|
|
|
16,042
|
|
|
(123
|
)
|
|
(27,619
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
12,662
|
|
|
$
|
21,710
|
|
|
$
|
43,845
|
|
|
$
|
(51,334
|
)
|
|
$
|
26,883
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
2,988
|
|
|
$
|
45
|
|
|
$
|
1,680
|
|
|
$
|
(2,941
|
)
|
|
$
|
1,772
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
550
|
|
|
12
|
|
|
—
|
|
|
562
|
|
|||||
Fiduciary Liabilities
|
—
|
|
|
—
|
|
|
9,932
|
|
|
—
|
|
|
9,932
|
|
|||||
Intercompany payables
|
167
|
|
|
9,518
|
|
|
654
|
|
|
(10,339
|
)
|
|
—
|
|
|||||
Other current liabilities
|
47
|
|
|
56
|
|
|
716
|
|
|
—
|
|
|
819
|
|
|||||
Total Current Liabilities
|
3,202
|
|
|
10,169
|
|
|
12,994
|
|
|
(13,280
|
)
|
|
13,085
|
|
|||||
Long-term debt
|
3,451
|
|
|
1,412
|
|
|
275
|
|
|
—
|
|
|
5,138
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
855
|
|
|
(818
|
)
|
|
37
|
|
|||||
Pension, other post-retirement and other post-employment liabilities
|
—
|
|
|
1,313
|
|
|
482
|
|
|
—
|
|
|
1,795
|
|
|||||
Intercompany payables
|
—
|
|
|
8,799
|
|
|
735
|
|
|
(9,534
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
7
|
|
|
140
|
|
|
705
|
|
|
(83
|
)
|
|
769
|
|
|||||
TOTAL LIABILITIES
|
6,660
|
|
|
21,833
|
|
|
16,046
|
|
|
(23,715
|
)
|
|
20,824
|
|
|||||
TOTAL AON SHAREHOLDERS’ EQUITY
|
6,002
|
|
|
(123
|
)
|
|
27,742
|
|
|
(27,619
|
)
|
|
6,002
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|||||
TOTAL EQUITY
|
6,002
|
|
|
(123
|
)
|
|
27,799
|
|
|
(27,619
|
)
|
|
6,059
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
12,662
|
|
|
$
|
21,710
|
|
|
$
|
43,845
|
|
|
$
|
(51,334
|
)
|
|
$
|
26,883
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
$
|
2,705
|
|
|
$
|
(536
|
)
|
|
$
|
3,265
|
|
|
$
|
(3,108
|
)
|
|
$
|
2,326
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
316
|
|
|
15
|
|
|
(288
|
)
|
|
43
|
|
|||||
Payments for investments
|
—
|
|
|
(35
|
)
|
|
(29
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Net (purchases) sales of short-term investments - non-fiduciary
|
—
|
|
|
70
|
|
|
(9
|
)
|
|
—
|
|
|
61
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(335
|
)
|
|
(608
|
)
|
|
64
|
|
|
(879
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
171
|
|
|
(64
|
)
|
|
107
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
16
|
|
|
(682
|
)
|
|
(288
|
)
|
|
(954
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Advances from (to) affiliates and other (1)
|
(2,008
|
)
|
|
570
|
|
|
(3,037
|
)
|
|
4,475
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Issuance of debt
|
1,879
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
3,467
|
|
|||||
Repayment of debt
|
(845
|
)
|
|
(2,088
|
)
|
|
(12
|
)
|
|
—
|
|
|
(2,945
|
)
|
|||||
Cash dividends to shareholders
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(2,705
|
)
|
|
70
|
|
|
(3,126
|
)
|
|
4,475
|
|
|
(1,286
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(450
|
)
|
|
(582
|
)
|
|
1,079
|
|
|
47
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
2,083
|
|
|
1,242
|
|
|
(2,941
|
)
|
|
384
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
1,633
|
|
|
$
|
660
|
|
|
$
|
(1,862
|
)
|
|
$
|
431
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
695
|
|
|
$
|
464
|
|
|
$
|
2,523
|
|
|
$
|
(1,673
|
)
|
|
$
|
2,009
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
27
|
|
|
193
|
|
|
—
|
|
|
220
|
|
|||||
Payments for investments
|
(13
|
)
|
|
(47
|
)
|
|
(219
|
)
|
|
13
|
|
|
(266
|
)
|
|||||
Net purchases of short-term investments - non-fiduciary
|
—
|
|
|
(42
|
)
|
|
51
|
|
|
—
|
|
|
9
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
(13
|
)
|
|
(62
|
)
|
|
(76
|
)
|
|
13
|
|
|
(138
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(1,550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|||||
Advances from (to) affiliates and other (1)
|
232
|
|
|
(326
|
)
|
|
(2,339
|
)
|
|
2,433
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(29
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Issuance of debt
|
1,318
|
|
|
4,026
|
|
|
7
|
|
|
—
|
|
|
5,351
|
|
|||||
Repayment of debt
|
(330
|
)
|
|
(4,746
|
)
|
|
(22
|
)
|
|
—
|
|
|
(5,098
|
)
|
|||||
Cash dividends to shareholders
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|||||
Noncontrolling interests and other financing activities
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
CASH USED FOR FINANCING ACTIVITIES
|
(682
|
)
|
|
(1,046
|
)
|
|
(2,394
|
)
|
|
2,433
|
|
|
(1,689
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(644
|
)
|
|
(119
|
)
|
|
773
|
|
|
10
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
2,727
|
|
|
1,361
|
|
|
(3,714
|
)
|
|
374
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
2,083
|
|
|
$
|
1,242
|
|
|
$
|
(2,941
|
)
|
|
$
|
384
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(millions)
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
$
|
769
|
|
|
$
|
(927
|
)
|
|
$
|
1,970
|
|
|
$
|
—
|
|
|
$
|
1,812
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
—
|
|
|
39
|
|
|
13
|
|
|
—
|
|
|
52
|
|
|||||
Payments for investments
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Net sales of short-term investments - non-fiduciary
|
—
|
|
|
(3
|
)
|
|
113
|
|
|
—
|
|
|
110
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
(479
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
|||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
16
|
|
|
(561
|
)
|
|
—
|
|
|
(545
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|||||
Advances from (to) affiliates
|
19
|
|
|
3,215
|
|
|
(536
|
)
|
|
(2,698
|
)
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||||
Issuance of debt
|
2,908
|
|
|
2,326
|
|
|
5
|
|
|
—
|
|
|
5,239
|
|
|||||
Repayment of debt
|
(1,068
|
)
|
|
(2,150
|
)
|
|
(700
|
)
|
|
—
|
|
|
(3,918
|
)
|
|||||
Cash dividends to shareholders
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Noncontrolling interests and other financing activities
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
(769
|
)
|
|
3,391
|
|
|
(1,227
|
)
|
|
(2,698
|
)
|
|
(1,303
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
2,480
|
|
|
115
|
|
|
(2,698
|
)
|
|
(103
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
—
|
|
|
247
|
|
|
1,246
|
|
|
(1,016
|
)
|
|
477
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
|
$
|
2,727
|
|
|
$
|
1,361
|
|
|
$
|
(3,714
|
)
|
|
$
|
374
|
|
(As reported)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,787
|
|
|
$
|
2,761
|
|
|
$
|
2,740
|
|
|
$
|
3,317
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
22
|
|
|||||
Total revenue
|
2,792
|
|
|
2,766
|
|
|
2,746
|
|
|
3,323
|
|
|
11,627
|
|
|||||
Operating income
|
450
|
|
|
405
|
|
|
422
|
|
|
629
|
|
|
1,906
|
|
|||||
Net income
|
327
|
|
|
280
|
|
|
314
|
|
|
509
|
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
12
|
|
|
8
|
|
|
7
|
|
|
7
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
315
|
|
|
$
|
272
|
|
|
$
|
307
|
|
|
$
|
502
|
|
|
$
|
1,396
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.16
|
|
|
$
|
1.01
|
|
|
$
|
1.15
|
|
|
$
|
1.89
|
|
|
$
|
5.21
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.15
|
|
|
$
|
1.01
|
|
|
$
|
1.14
|
|
|
$
|
1.87
|
|
|
$
|
5.16
|
|
(Effect of change)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
13
|
|
|
$
|
34
|
|
|
$
|
14
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
13
|
|
|
34
|
|
|
14
|
|
|
(61
|
)
|
|
—
|
|
|||||
Operating income
|
13
|
|
|
34
|
|
|
14
|
|
|
(61
|
)
|
|
—
|
|
|||||
Net income
|
10
|
|
|
28
|
|
|
12
|
|
|
(50
|
)
|
|
—
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
10
|
|
|
$
|
28
|
|
|
$
|
12
|
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
0.04
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
(As revised)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2016
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,800
|
|
|
$
|
2,795
|
|
|
$
|
2,754
|
|
|
$
|
3,256
|
|
|
$
|
11,605
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
22
|
|
|||||
Total revenue
|
2,805
|
|
|
2,800
|
|
|
2,760
|
|
|
3,262
|
|
|
11,627
|
|
|||||
Operating income
|
463
|
|
|
439
|
|
|
436
|
|
|
568
|
|
|
1,906
|
|
|||||
Net income
|
337
|
|
|
308
|
|
|
326
|
|
|
459
|
|
|
1,430
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
12
|
|
|
8
|
|
|
7
|
|
|
7
|
|
|
34
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
325
|
|
|
$
|
300
|
|
|
$
|
319
|
|
|
$
|
452
|
|
|
$
|
1,396
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.20
|
|
|
$
|
1.12
|
|
|
$
|
1.19
|
|
|
$
|
1.70
|
|
|
$
|
5.21
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.19
|
|
|
$
|
1.11
|
|
|
$
|
1.18
|
|
|
$
|
1.68
|
|
|
$
|
5.16
|
|
(As reported)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,842
|
|
|
$
|
2,800
|
|
|
$
|
2,736
|
|
|
$
|
3,283
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|
21
|
|
|||||
Total revenue
|
2,847
|
|
|
2,805
|
|
|
2,742
|
|
|
3,288
|
|
|
11,682
|
|
|||||
Operating income
|
441
|
|
|
277
|
|
|
413
|
|
|
717
|
|
|
1,848
|
|
|||||
Net income
|
341
|
|
|
188
|
|
|
303
|
|
|
590
|
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
13
|
|
|
10
|
|
|
8
|
|
|
6
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
328
|
|
|
$
|
178
|
|
|
$
|
295
|
|
|
$
|
584
|
|
|
$
|
1,385
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.15
|
|
|
$
|
0.63
|
|
|
$
|
1.05
|
|
|
$
|
2.12
|
|
|
$
|
4.93
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.14
|
|
|
$
|
0.62
|
|
|
$
|
1.04
|
|
|
$
|
2.09
|
|
|
$
|
4.88
|
|
(Effect of change)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
20
|
|
|
$
|
31
|
|
|
$
|
10
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
Fiduciary investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
20
|
|
|
31
|
|
|
10
|
|
|
(61
|
)
|
|
—
|
|
|||||
Operating income
|
20
|
|
|
31
|
|
|
10
|
|
|
(61
|
)
|
|
—
|
|
|||||
Net income
|
16
|
|
|
26
|
|
|
8
|
|
|
(50
|
)
|
|
—
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
16
|
|
|
$
|
26
|
|
|
$
|
8
|
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
0.06
|
|
|
$
|
0.09
|
|
|
$
|
0.03
|
|
|
$
|
(0.18
|
)
|
|
$
|
—
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
0.06
|
|
|
$
|
0.09
|
|
|
$
|
0.03
|
|
|
$
|
(0.18
|
)
|
|
$
|
—
|
|
(As revised)
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2015
|
||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions, fees and other revenue
|
$
|
2,862
|
|
|
$
|
2,831
|
|
|
$
|
2,746
|
|
|
$
|
3,222
|
|
|
$
|
11,661
|
|
Fiduciary investment income
|
5
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|
21
|
|
|||||
Total revenue
|
2,867
|
|
|
2,836
|
|
|
2,752
|
|
|
3,227
|
|
|
11,682
|
|
|||||
Operating income
|
461
|
|
|
308
|
|
|
423
|
|
|
656
|
|
|
1,848
|
|
|||||
Net income
|
357
|
|
|
214
|
|
|
311
|
|
|
540
|
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
13
|
|
|
10
|
|
|
8
|
|
|
6
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
344
|
|
|
$
|
204
|
|
|
$
|
303
|
|
|
$
|
534
|
|
|
$
|
1,385
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
$
|
1.21
|
|
|
$
|
0.72
|
|
|
$
|
1.08
|
|
|
$
|
1.94
|
|
|
$
|
4.93
|
|
Diluted net income per share attributable to Aon shareholders
|
$
|
1.20
|
|
|
$
|
0.71
|
|
|
$
|
1.07
|
|
|
$
|
1.91
|
|
|
$
|
4.88
|
|
(a)
|
(1) and (2).
The following documents have been included in Part II, Item 8.
|
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements
|
|
|
Consolidated Statements of Financial Position — As of December 31, 2016 and 2015
|
|
|
Consolidated Statements of Income — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2016, 2015 and 2014
|
|
|
Notes to Consolidated Financial Statements
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting
|
|
|
4.7*
|
Indenture dated as of April 12, 2006 among Aon Finance N.S.1, ULC, Aon and Computershare Trust Company of Canada, as Trustee — incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 18, 2006.
|
|
|
|
|
|
|
4.8*
|
Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and The Bank of New York Mellon Trust Company, N.A.) — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
4.9*
|
Form of 5.00% Senior Note due 2020 — incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on September 10, 2010.
|
|
|
|
|
|
|
4.10*
|
Form of 6.25% Senior Note due 2040 — incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K filed on September 10, 2010.
|
|
|
|
|
|
|
4.11*
|
Indenture dated as of March 8, 2011, among Aon Finance N.S. 1, ULC, Aon Corporation and Computershare Trust Company of Canada. — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on March 8, 2011.
|
|
|
|
|
|
|
4.12*
|
First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee (supplementing the Indenture dated as of March 8, 2011 among Aon Finance N.S.1, ULC, Aon Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee) — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
4.13*
|
Indenture, dated as of December 12, 2012 by and among Aon plc, Aon Corporation, The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on December 13, 2012.
|
|
|
|
|
|
|
4.14*
|
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, 2013.
|
|
|
|
|
|
|
4.15*
|
Indenture, dated as of May 24, 2013, among Aon, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 24, 2013.
|
|
|
|
|
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|
4.16*
|
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, 2013.
|
|
|
|
|
|
|
4.17*
|
Form of 4.00% Senior Note due 2023 — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on November 26, 2013.
|
|
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|
|
|
|
4.18*
|
Form of 2.875% Senior Note due 2016 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 13, 2014.
|
|
|
|
|
|
|
4.19*
|
Form of 3.500% Senior Note due 2024 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 27, 2014.
|
|
|
|
|
|
|
4.20*
|
Form of 4.600% Senior Note due 2044 - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on May 27, 2014.
|
|
|
|
|
|
|
4.21*
|
Amended and Restated Indenture, dated as of May 20, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, 2015.
|
|
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|
|
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|
4.22*
|
Form of 4.750% Senior Note due 2045 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, 2015.
|
|
|
|
|
|
|
4.23*
|
Indenture, dated as of November 13, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on November 13, 2015.
|
|
|
|
|
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|
4.24*
|
Form of 2.800% Senior Note due 2021 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on November 13, 2015.
|
|
|
|
|
|
|
4.25*
|
Form of 3.875% Senior Note due 2025 - incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed on February 29, 2016.
|
|
|
|
|
|
|
10.17*#
|
First Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
|
|
|
|
|
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|
10.18*#
|
Second Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 99.D(3) to Aon’s Schedule TO (File Number 005-32053) filed on August 15, 2007.
|
|
|
|
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|
10.19*#
|
Third Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(at) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.
|
|
|
|
|
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|
10.20*#
|
Aon plc 2011 Incentive Plan, as amended and restated effective June 24, 2014 - incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
|
|
|
|
|
10.21*#
|
First Amendment to the Aon plc 2011 Incentive Plan, as amended and restated, effective as of March 31, 2016 - incorporated by reference to Exhibit 10.9 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
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|
|
10.22*#
|
Executive Committee Incentive Compensation Plan - incorporated by reference to Exhibit 10.3 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
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|
|
10.23*#
|
Aon plc Leadership Performance Program for 2015-2017 - incorporated by reference to Exhibit 10.6 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
|
|
|
|
|
|
|
10.24*#
|
Aon plc Leadership Performance Program - incorporated by reference to Exhibit 10.2 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.25*#
|
Aon plc Amended and Restated Executive Committee Combined Severance and Change in Control Plan, effective September 12, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
|
|
|
|
|
|
|
10.26*#
|
Form of Indemnification Agreement for Directors and Officers of Aon Corporation - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 5, 2009.
|
|
|
|
|
|
|
10.27*#
|
Form of Deed of Indemnity for Directors of Aon plc — incorporated by reference to Exhibit 10.4 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.28*#
|
Form of Deed of Indemnity for Gregory C. Case — incorporated by reference to Exhibit 10.5 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.29*#
|
Form of Deed of Indemnity for Executive Officers of Aon plc — incorporated by reference to Exhibit 10.6 to Aon’s Current Report on Form 8-K filed on April 2, 2012.
|
|
|
|
|
|
|
10.30*#
|
Form of Service as a Non-Executive Director Agreement - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
|
|
|
|
|
|
|
10.31*#
|
Employment Agreement dated April 4, 2005 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
|
|
|
|
|
|
10.32*#
|
Amended and Restated Employment Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on November 17, 2009.
|
|
|
|
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|
|
10.33*#
|
Amended and Restated Employment Agreement, dated as of January 16, 2015, by and between Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on January 23, 2015.
|
|
|
|
|
|
|
10.34*#
|
Amended and Restated Change in Control Agreement dated as of November 13, 2009 between Aon and Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon's Current Report on Form 8-K filed on November 17, 2009.
|
|
|
|
|
|
|
10.35*#
|
Amendment to the Amended and Restated Change of Control Agreement between Aon plc and Gregory C. Case, dated as of April 27, 2016 - incorporated by reference to Exhibit 10.11 on Aon’s Quarterly Report on Form 10-for the quarter ended March 31, 2016.
|
|
|
|
|
|
|
10.36*#
|
International Assignment Letter with Gregory C. Case, effective July 1, 2016 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
|
|
|
|
|
|
|
10.37*#
|
Employment Agreement dated as of October 3, 2007 between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on October 3, 2007.
|
|
|
|
|
|
Section 1350 Certifications.
|
||
|
|
|
|
|
|
32.1.
|
Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.2.
|
Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
XBRL Exhibits.
|
||
|
|
|
|
|
Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K:
|
||
|
|
|
|
|
|
101.INS
|
XBRL Report Instance Document.
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
Aon plc
|
||
|
|
|
By:
|
|
/s/ GREGORY C. CASE
|
|
|
|
|
|
Gregory C. Case, President
and Chief Executive Officer |
Date:
|
February 23, 2017
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY C. CASE
|
|
President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
February 23, 2017
|
Gregory C. Case
|
|
|
||
|
|
|
|
|
/s/ LESTER B. KNIGHT
|
|
Non-Executive Chairman and Director
|
|
February 23, 2017
|
Lester B. Knight
|
|
|
||
|
|
|
|
|
/s/ JIN-YONG CAI
|
|
Director
|
|
February 23, 2017
|
Jin-Yong Cai
|
|
|
||
|
|
|
|
|
/s/ FULVIO CONTI
|
|
Director
|
|
February 23, 2017
|
Fulvio Conti
|
|
|
||
|
|
|
|
|
/s/ CHERYL A. FRANCIS
|
|
Director
|
|
February 23, 2017
|
Cheryl A. Francis
|
|
|
||
|
|
|
|
|
/s/ J. MICHAEL LOSH
|
|
Director
|
|
February 23, 2017
|
J. Michael Losh
|
|
|
||
|
|
|
|
|
/s/ ROBERT S. MORRISON
|
|
Director
|
|
February 23, 2017
|
Robert S. Morrison
|
|
|
||
|
|
|
|
|
/s/ RICHARD B. MYERS
|
|
Director
|
|
February 23, 2017
|
Richard B. Myers
|
|
|
||
|
|
|
|
|
/s/ RICHARD C. NOTEBAERT
|
|
Director
|
|
February 23, 2017
|
Richard C. Notebaert
|
|
|
||
|
|
|
|
|
/s/ GLORIA SANTONA
|
|
Director
|
|
February 23, 2017
|
Gloria Santona
|
|
|
||
|
|
|
|
|
/s/ CAROLYN Y. WOO
|
|
Director
|
|
February 23, 2017
|
Carolyn Y. Woo
|
|
|
||
|
|
|
|
|
/s/ CHRISTA DAVIES
|
|
Executive Vice President
and Chief Financial Officer (Principal Financial Officer) |
|
February 23, 2017
|
Christa Davies
|
|
|
||
|
|
|
|
|
/s/ LAUREL MEISSNER
|
|
Senior Vice President and
Global Controller (Principal Accounting Officer) |
|
February 23, 2017
|
Laurel Meissner
|
|
|
(a)
|
Distribution Accounts
. A Participant may elect up to three different distribution forms of payments and these forms may differ as to the timing of commencement of payments or distribution period, or both. A Participant may elect up to two In-Service Accounts and one Retirement Account. When the Participant elects to defer any Compensation, any Bonus, and/or any Other Earnings pursuant to Section 3, the Participant shall also make an irrevocable election as to the beginning year of distribution with respect to amounts so credited to the Distribution Accounts of the Participant and as to the form of payment.
|
(i)
|
In-Service Account
. If a Participant elects to commence distributions on a date or pursuant to a fixed schedule before separation from service with tan Employer, an In-Service Account will be established and the Participant may elect payment in annual installments not in excess of five (5) or in a lump sum, but the commencement date must be later than three (3) years after the Participant's first deferral. Payments due in any calendar year prior to separation from service will be made during the first 2½ months of such year based on the balance as of the February 28 that falls within such 2½ month period.
|
(ii)
|
Retirement Account
. If a Participant elects to commence distributions after separation from service with the Employer, or if a Participant fails to make any election, a Retirement Account will be established, and the Participant may elect payment in annual installments not in excess of ten (10) or in a lump sum. If a Participant fails to make an election as to the form of distribution, or if the Participant’s Retirement Account is first established in connection with a contribution credited to the Participant under Section 3.03 or due to the Participant’s separation from service prior to the distribution date elected with respect to a Participant’s In-Service Account, the default form of distribution shall be three (3) annual installments. Payments due on account of separation from service will be made during the first 2½ months of the year following the year of separation from service, based on the balance as of the February 28 that falls within such 2½ month period.
|
(b)
|
Delay for Specified Employees
. Notwithstanding the foregoing, if a Participant is a "specified employee" for purposes of Code Section 409A, distribution on account of separation from service (whether from the Retirement Account or the In-Service Accounts) shall be delayed until the earlier to occur of the Participant's death or the date that is six (6) months and one (1) day following the Participant's separation from service with the Employer (the "Delay Period"), provided that such date is later than the date such payment would otherwise have been made pursuant to the preceding sentence. Upon the expiration of the Delay Period, the delayed payment(s) shall be paid to the Participant, and any remaining installment payments due shall be payable in accordance with their original payment schedule.
|
(c)
|
Subsequent Elections
. A Participant may elect to change the form of distribution and/or the timing of commencement of payment of his or her In-Service Accounts provided such election (i) is made at least twelve (12) months before the date the lump sum payment or the first installment payment is otherwise scheduled to be paid, (ii) shall not take effect until at least twelve (12) months after the date on which such election is made, and (iii) except in the case of a payment upon the death or Unforeseeable Emergency (as described below in Section 5.03) of the Participant, shall defer payment of the Participant's In-Service Account for at least five (5) years from the date the lump sum payment or the first installment amount would otherwise have been paid. No subsequent deferral elections may be made with respect to a Participant’s Retirement Account.
|
(a)
|
Initial Claims
.
A Participant who believes that he or she is entitled to receive benefits under this Plan, including benefits other than those initially determined by the Committee to be payable, may file a claim in writing with Committee, specifying the reasons for such claim. The Committee shall, within ninety (90) days after receipt of such written claim (unless special circumstances require an extension of time, but in no event more than one hundred and eighty (180) days after such receipt), send a written notification to the Participant as to the disposition of such claim. Such notification shall be written in a manner calculated to be understood by the claimant and in the event that such claim is denied in whole or in part, shall (i) state the specific reasons for the denial, (ii) make specific reference to the pertinent Plan provisions on which the denial is based, (iii) provide a description of any additional material or information necessary for the Participant to perfect the claim and an explanation of why such material or information is necessary, and (iv) set forth the procedure by which the Participant may appeal the denial of such claim.
|
(b)
|
Appeals
. The Participant (or his or her duly authorized representative) may request a review of the denial of any such claim or portion thereof by making application in writing to the Committee within sixty (60) days after receipt of such denial. Such Participant (or his or her duly authorized representative) may, upon written request to the Committee, review any documents pertinent to such claim, and submit in writing issues and comments in support of such claim. Within 60 days after receipt of a written appeal (unless special circumstances require an extension of time, but in no event more than one hundred and twenty (120) days after such receipt), the Committee shall notify the Participant of the final decision with respect to such claim. Such decision shall be written in a manner calculated to be understood by the claimant and shall state the specific reasons for such decision and make specific references to the pertinent Plan provision on which the decision is based.
|
(c)
|
Finality of Decisions; Exhaustion of Remedies
.
To the extent permitted by law, decisions reached under the claims procedures set forth herein shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Participant has exhausted his remedies under this Section. In any such legal action, the Participant may only present evidence and theories which the Participant presented during the claims procedure. Any claims which the Participant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Any suit or legal action initiated by a Participant under the Plan must be brought by the Participant no later than six (6) months following a final decision on the claim for benefits by the Committee. The six (6) month limitation on suits for benefits will apply in any forum where a Participant initiates such suit or legal action.
|
1.
|
Grant of Restricted Stock Units.
The Company grants under the Plan an award of RSUs on _______________ (the “Grant Date”). The Participant understands and agrees that the Participant has no obligation to accept this award (as a condition of employment or otherwise), and that the Participant’s decision to do so by signing this Agreement, and thereby to accept all of the terms and conditions of this Agreement, is the Participant’s knowing and voluntary choice after having had a full and fair opportunity to consult with legal counsel (at the Participant’s cost).
|
2.
|
Vesting of Restricted Stock Units.
The RSUs will vest in accordance with the schedule set forth in the Participant’s account. The Participant must access the
www.netbenefits.fidelity.com
website and follow the instructions in order to view the vesting schedule. Notwithstanding anything herein to the contrary, the Committee may cause the RSUs to vest prior to the date(s) set forth in the vesting schedule in order to satisfy any Tax-Related Items (as defined below) that arise prior to the date of settlement of the RSUs, subject to the limitations set forth in Section 3(d) of this Agreement.
|
3.
|
Tax Withholding Obligations.
The Participant acknowledges that, regardless of any action taken by the Company and/or the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such vesting/settlement and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
a)
|
Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company or the Employer, to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
|
(i)
|
withholding from any wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
|
(ii)
|
withholding in Shares to be issued upon vesting/settlement of the RSUs; or
|
(iii)
|
withholding from the proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); provided, however, that if
|
b)
|
Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case, any over-withheld amount may be refunded to the Participant in cash by the Company or the Employer (with no entitlement to the equivalent Shares) or if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
|
c)
|
Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
|
d)
|
Notwithstanding anything in this Section 3 to the contrary, to avoid a prohibited distribution under Code Section 409A in the case of a Participant who is subject to U.S. federal income tax (a “U.S. Taxpayer”), if Shares underlying the RSUs will be withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered “nonqualified deferred compensation” subject to Code Section 409A (“Deferred Compensation”), then the number of Shares withheld (or sold on the Participant’s behalf) shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
|
4.
|
Nominal Value.
At the time of settlement, this Award will be subject to the Participant’s appropriate undertaking to pay to the Company a nominal value of $.01 per share (as determined in the sole discretion of the Company, subject to the provisions of the Company’s articles of association and the U.K. Companies Act 2006, as amended from time to time), and such obligation may be satisfied by the Participant in cash in any manner to be established by the Company in its sole discretion, including but not limited to withholding from any wages or other cash compensation paid to the Participant by the Company and/or the Employer.
|
5.
|
Payment of Dividend Equivalents.
The
Participant is eligible to receive cash payments equal to any cash dividends paid with respect to a corresponding number of Shares. These payments shall be made on a quarterly basis, in a manner prescribed by the Company, and as soon as administratively practicable after the officially recorded dividend payment date. The Participant must be employed on the dividend record date in order to be entitled to receive any dividend equivalent payment. Notwithstanding the foregoing, Participants in Ireland and Germany will receive an accumulated dividend equivalent payment in a lump sum after the entire grant of RSUs is 100% vested.
|
6.
|
Effect of Termination of Employment.
|
a)
|
Voluntary termination (other than Retirement)
.
In the event that the Participant’s Termination Date occurs because of the Participant’s voluntary termination that does not qualify as Retirement, the unvested portion of the RSU will be forfeited.
|
b)
|
Termination due to death
.
In the event that the Participant’s Termination Date occurs due to the Participant’s death, all unvested RSUs will be fully vested immediately and the date of such termination will be considered a vesting date for purposes of the settlement provisions of Section 8 hereof.
|
c)
|
Termination due to disability
.
In the event that the Participant’s Termination Date occurs due to the Participant’s disability, all unvested RSUs will be fully vested immediately and the date of such termination will be considered a vesting date for purposes of the settlement provisions of Section 8 hereof. “Disability” for purposes of this Agreement, shall mean disability pursuant to the standards set forth in, or in circumstances where the Participant qualifies for receipt of benefits under, the long-term disability plan of the Employer. In the absence of such a
|
d)
|
Involuntary termination (other than for Cause) or Retirement
.
In the event that the Participant’s Termination Date occurs as a result of the Participant’s involuntary termination by the Company or Employer (other than for Cause) or the Participant’s Retirement, the RSUs will continue to vest as if the Participant remained employed through each of the vesting dates specified in the schedule set forth in the Participant’s account. For purposes of this Agreement, “Retire” or “Retirement” means a voluntary termination of employment on or after the Participant’s 55th birthday for employees whose principal place of work is outside of the European Union (“EU”). A Participant on secondment will be subject to the vesting rule applicable to his or her home country. Participants whose principal place of work is inside the EU shall not be eligible for Retirement, and their voluntary termination at any age shall be treated in accordance with Section 6(a). The Committee shall have exclusive discretion to determine a Participant’s principal place of work for purposes of this Section 6(d).
|
e)
|
Termination for Cause
.
In the event that the Participant’s Termination Date occurs because the Participant is terminated by the Company or Employer for Cause, all unvested RSUs shall be forfeited. “Cause” shall mean the Participant’s (i) performing a deliberate act of dishonesty, fraud, theft, embezzlement, or misappropriation involving the Participant’s employment with the Company, its Subsidiaries or Affiliates, or breach of the duty of loyalty to the Company, its Subsidiaries or Affiliates; (ii) performing an act of race, sex, national origin, religion, disability, or age-based discrimination which after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company, its Subsidiaries, Affiliates and / or the Participant; (iii) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct; (iv) material noncompliance with any term of this Agreement or an employment agreement; or (v) performing any criminal act resulting in a criminal felony charge brought against the Participant or a criminal conviction of the Participant (other than conviction of a minor traffic violation).
|
7.
|
Receipt by the Participant of the Prospectus.
The Participant acknowledges receipt of the Plan prospectus that contains the entire Plan and is incorporated herein by reference. The Participant represents and warrants that the Participant has read the Plan and agrees that all RSUs awarded under it shall be subject to all of the terms and conditions of the Plan.
|
8.
|
Issuance of Shares.
RSUs shall be converted to Shares as of the applicable vesting date. Shares will be issued to the Participant as soon as practicable (within 60 days) after the vesting date, subject to Sections 3 and 4 of this Agreement. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the RSUs are considered Deferred Compensation, the Participant is a U.S. Taxpayer and the Shares are to be settled in connection with a termination of service, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 6 constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if the RSUs are Deferred Compensation, the Participant is a U.S. Taxpayer, the RSUs are payable in connection with the Participant’s separation from service and the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.
|
9.
|
Rights as Shareholder.
The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the RSUs. Upon issuance of the Shares pursuant to and in accordance with Section 8, the Participant will obtain full voting and other rights as a shareholder of the Company.
|
10.
|
Incentive Repayment Policy.
If the Participant has been designated and notified by the board of directors of the Company that he or she is a reporting officer for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, the Participant is subject to Aon’s Incentive Repayment Policy (the “Policy”). The Policy provides that the Company will have the discretion to cancel or require reimbursement to the Company of the long-term equity based incentive award set forth in this Agreement if the grant or vesting was based on the achievement of financial results that were subsequently restated. The Participant can obtain a copy of the Policy from the Global Compensation team. If the Participant is subject to the Policy, by accepting this Agreement, the Participant hereby agrees and acknowledges that he or she will be bound by it.
|
11.
|
Other Provisions.
|
a)
|
Plan Terms Take Precedence over Agreement Terms.
RSUs are granted pursuant to the Plan, the terms and conditions of which are incorporated into this Agreement by reference. If there are any inconsistencies between the terms of this Agreement and the Plan, the terms of the Plan will govern.
|
b)
|
Prior Agreement(s) Will Not Control.
The Participant’s acceptance of this Agreement will supersede provisions of any prior agreement that could be construed as governing the terms of this grant.
|
c)
|
Code Section 409A.
The RSUs and amounts payable thereunder are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement and/or the Plan, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 11(c) does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the RSUs or the delivery of Shares upon vesting/settlement of the RSUs will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any other party if the RSUs, the delivery of Shares upon vesting/settlement of the RSUs or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. Further, settlement of any portion of the RSUs that is Deferred Compensation may not be accelerated or postponed except to the extent permitted by Code Section 409A.
|
d)
|
Restriction on Transfer.
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.
|
e)
|
Right of Employment.
Grants of RSUs under the Plan and of this Agreement do not confer upon the Participant any right to continue in the employ or service of the Employer. This Agreement shall survive any termination of the Participant’s employment for any or no reason.
|
f)
|
Electronic Delivery and Acceptance.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
g)
|
Need to Accept Grant.
The Participant acknowledges that this grant must be accepted within ninety (90) days of the Grant Date in order to be eligible to receive any benefits from this grant. If this grant is not accepted within the ninety (90)-day period specified in the foregoing sentence, all benefits under this grant may be forfeited, as determined in the sole discretion of the Committee. To accept this grant, the Participant must access the
www.netbenefits.fidelity.com
website and follow the instructions for acceptance. If this grant was distributed to the Participant via mail, the Participant must sign the Agreement and return it to the Company within ninety (90) days.
|
h)
|
Waiver; Section Headings.
Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement. Any waiver must be in writing.
The Section headings in this Agreement are for convenience only and are not to be used in interpreting this Agreement.
|
i)
|
Severability.
To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable by a court of competent jurisdiction for any reason, such term, word, phrase, clause or sentence shall be modified in such manner so as to afford the Company the fullest protection commensurate with making this Agreement, as modified, legal and enforceable under applicable laws. If, however, a court of competent jurisdiction finds that any such term, word, phrase, clause or sentence cannot be so modified and thus made enforceable, or otherwise declines for any reason to do so, such term, word, phrase,
|
j)
|
Governing Law.
The validity, interpretation, instruction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the substantive internal laws of the State of Illinois, without regard to the conflict of law principles, rules or statutes of any jurisdiction. The foregoing provisions of this Section 11(j) shall apply irrespective of whether the Participant is a party to or bound by another restrictive covenant of any kind that may be governed by the laws of another jurisdiction (if any).
|
k)
|
Venue and Jurisdiction.
Venue for any legal proceedings instituted related to this Agreement shall be exclusively in the state and/or federal courts located in Cook County, Illinois, and the Participant hereby knowingly, voluntarily and irrevocably agrees, consents and submits to the exclusive jurisdiction and venue of such courts within the State of Illinois. The Participant further hereby knowingly, voluntarily and irrevocably waives, and agrees not to assert, any objection, challenge or defense to such exclusive venue or jurisdiction (including without limitation any defense of forum non conveniens), and further agrees not to file any claim or action related to this Agreement in any other jurisdiction or venue. The foregoing provisions of this Section 11(k) shall apply irrespective of whether the Participant is a party to or bound by another restrictive covenant of any kind that may provide for or permit venue or jurisdiction with respect to such other restrictive covenant in any other court or forum (if any).
|
l)
|
Notice.
All notices given hereunder shall be in writing and, if intended for the Company, shall be addressed to it or delivered to it at its principal office in London, England to the attention of the General Counsel or its principal office in Chicago, Illinois to the attention of the Chief Human Resources Officer. If intended for the Participant, notices shall be delivered personally or shall be addressed (if sent by mail) to the Participant’s then current residence address as shown on the Company’s records, or to such other address as the Participant directs in a notice to the Company. All notices shall be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered.
|
m)
|
Compliance with Law.
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting/settlement of the RSUs prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company
shall have unilateral authority to amend the Plan and the Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
|
n)
|
No Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the acquisition or sale of the underlying Shares. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan and execution of this Agreement, before executing this Agreement or otherwise taking any action at any time related to the Plan.
|
o)
|
Appendices.
Notwithstanding any provision of this Agreement to the contrary, if the Participant resides in a country outside the United States or is otherwise subject to the laws of a country other than the United States, the RSUs shall be subject to the terms and conditions set forth in Appendix A to this Agreement and to any special terms and provisions as set forth in Appendix B for the Participant’s country, if any. Moreover, if the Participant relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendices A and B constitute part of this Agreement.
|
p)
|
Imposition of Other Requirements.
The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(millions except ratio)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Income from continuing operations before income taxes and noncontrolling interests
|
|
$
|
1,669
|
|
|
$
|
1,689
|
|
|
$
|
1,765
|
|
|
$
|
1,538
|
|
|
$
|
1,380
|
|
Less: Equity in earnings on less than 50% owned entities
|
|
13
|
|
|
13
|
|
|
12
|
|
|
20
|
|
|
13
|
|
|||||
Add back fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on indebtedness
|
|
282
|
|
|
273
|
|
|
255
|
|
|
210
|
|
|
228
|
|
|||||
Interest on uncertain tax positions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|||||
Portion of rents representative of interest factor
|
|
32
|
|
|
45
|
|
|
50
|
|
|
52
|
|
|
42
|
|
|||||
Income as adjusted
|
|
$
|
1,970
|
|
|
$
|
1,994
|
|
|
$
|
2,062
|
|
|
$
|
1,785
|
|
|
$
|
1,642
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on indebtedness
|
|
$
|
282
|
|
|
$
|
273
|
|
|
$
|
255
|
|
|
$
|
210
|
|
|
$
|
228
|
|
Interest on uncertain tax positions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|||||
Portion of rents representative of interest factor
|
|
32
|
|
|
45
|
|
|
50
|
|
|
52
|
|
|
42
|
|
|||||
Total fixed charges
|
|
$
|
314
|
|
|
$
|
318
|
|
|
$
|
309
|
|
|
$
|
267
|
|
|
$
|
275
|
|
Ratio of earnings to fixed charges
|
|
6.3
|
|
|
6.3
|
|
|
6.7
|
|
|
6.7
|
|
|
6.0
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Angola Corretores de Seguros Limitada
|
|
Angola
|
|
|
Admiseg SA
|
|
Argentina
|
|
|
Aon Affinity Argentina S.A.
|
|
Argentina
|
|
|
Aon Assist Argentina S.A.
|
|
Argentina
|
|
|
Aon Benfield Argentina S.A.
|
|
Argentina
|
|
|
Aon Consulting Argentina S.A.
|
|
Argentina
|
|
|
Aon Risk Services Argentina S.A.
|
|
Argentina
|
|
|
Asevasa Argentina S.A.
|
|
Argentina
|
|
|
Hewitt Associates, S.A.
|
|
Argentina
|
|
|
Marinaro Dundas S.A.
|
|
Argentina
|
|
|
SN Re S.A.
|
|
Argentina
|
|
|
Swire Blanch MSTC II SA
|
|
Argentina
|
|
|
Swire Blanch MSTC SA
|
|
Argentina
|
|
|
Aon Aruba N.V.
|
|
Aruba
|
|
|
Aon Captive Services Aruba N.V.
|
|
Aruba
|
|
|
Aon Australia Group Pty Ltd
|
|
Australia
|
|
|
Aon Australian Holdco 1 Pty Ltd
|
|
Australia
|
|
|
Aon Australian Holdco 2 Pty Ltd
|
|
Australia
|
|
|
Aon Australian Holdco 3 Pty Ltd
|
|
Australia
|
|
|
Aon Benfield Australia Limited
|
|
Australia
|
|
|
Aon Charitable Foundation Pty Ltd
|
|
Australia
|
|
|
Aon Consolidation Group Pty Ltd
|
|
Australia
|
|
|
Aon Corporation Australia Limited
|
|
Australia
|
|
|
Aon Group Pty Ltd
|
|
Australia
|
|
|
Aon Hewitt Financial Advice Limited
|
|
Australia
|
|
|
Aon Hewitt Limited
|
|
Australia
|
|
|
Aon Holdings Australia Pty Limited
|
|
Australia
|
|
|
Aon Product Design & Development Australia Pty Limited
|
|
Australia
|
|
|
Aon Risk Services Australia Limited
|
|
Australia
|
|
|
Aon Services Pty Ltd.
|
|
Australia
|
|
|
Aon Superannuation Pty Limited
|
|
Australia
|
|
|
Hewitt Associates Pty Ltd
|
|
Australia
|
|
|
HIA Insurance Services Pty Ltd.
|
|
Australia
|
|
|
One Underwriting Pty Ltd
|
|
Australia
|
|
|
Aon Austria Versicherungsmakler GmbH
|
|
Austria
|
|
|
Aon Benfield Rückversicherungsmakler GmbH
|
|
Austria
|
|
|
Aon Hewitt GmbH
|
|
Austria
|
|
|
Aon Holdings Austria GmbH
|
|
Austria
|
|
|
Aon Jauch & Hübener GmbH
|
|
Austria
|
|
|
Insurance Company of the Bahamas Limited
|
|
Bahamas
|
|
|
J.S. Johnson & Company Limited
|
|
Bahamas
|
|
|
Aon Bahrain W.L.L.
|
|
Bahrain
|
|
|
Aon Insurance Managers (Barbados) Ltd.
|
|
Barbados
|
|
|
Agenion N.V./SA
|
|
Belgium
|
|
|
Aon Belgium B.V.B.A.
|
|
Belgium
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Crion N.V.
|
|
Belgium
|
|
|
Probabilitas N.V./SA
|
|
Belgium
|
|
|
Anchor Underwriting Managers Ltd.
|
|
Bermuda
|
|
|
Aon (Bermuda) Ltd.
|
|
Bermuda
|
|
|
Aon Benfield Group Limited
|
|
Bermuda
|
|
|
Aon Bermuda Holding Company Limited
|
|
Bermuda
|
|
|
Aon Bermuda QI Holdings Ltd.
|
|
Bermuda
|
|
|
Aon Delta Bermuda Ltd.
|
|
Bermuda
|
|
|
Aon Finance Bermuda 1 Ltd.
|
|
Bermuda
|
|
|
Aon Finance Bermuda 2 Ltd.
|
|
Bermuda
|
|
|
Aon Group (Bermuda) Ltd.
|
|
Bermuda
|
|
|
Aon Hewitt (Bermuda) Ltd.
|
|
Bermuda
|
|
|
Aon Insurance Managers (Bermuda) Ltd
|
|
Bermuda
|
|
|
Aon Underwriting Managers (Bermuda) Ltd.
|
|
Bermuda
|
|
|
Benfield Investment Holdings Limited
|
|
Bermuda
|
|
|
Benfield Juniperus Holdings Limited
|
|
Bermuda
|
|
|
International Risk Management Group Ltd
|
|
Bermuda
|
|
|
White Rock Insurance (Americas) Ltd.
|
|
Bermuda
|
|
|
White Rock Insurance (SAC) Ltd.
|
|
Bermuda
|
|
|
Aon Bolivia S.A. Corredores de Seguros
|
|
Bolivia
|
|
|
Aon Consulting Bolivia S.R.L.
|
|
Bolivia
|
|
|
Aon Re Bolivia S.A. Corredores de Reaseguros
|
|
Bolivia
|
|
|
Aon Botswana (Pty) Ltd.
|
|
Botswana
|
|
|
Aon Holdings Botswana (Pty) Ltd
|
|
Botswana
|
|
|
Aon Risk Management (Pty) Ltd
|
|
Botswana
|
|
|
Glenrand MIB Botswana (Pty) Ltd
|
|
Botswana
|
|
|
Adm Administradora de Beneficios Ltda.
|
|
Brazil
|
|
|
Admix - Administracao, Consultoria, Participacoes e Corretora de Seguros de Vida Ltda.
|
|
Brazil
|
|
|
Aon Affinity Administradora de Beneficios Ltda.
|
|
Brazil
|
|
|
Aon Affinity do Brasil Servicos e Corretora de Seguros Ltda.
|
|
Brazil
|
|
|
Aon Affinity Servicos e Participacoes Ltda.
|
|
Brazil
|
|
|
Aon Benfield Brasil Corretora de Resseguros Ltda.
|
|
Brazil
|
|
|
Aon Holdings Corretores de Seguros Ltda.
|
|
Brazil
|
|
|
Associação Instituto Aon
|
|
Brazil
|
|
|
Benfield do Brasil Participacoes Ltda. (dormant)
|
|
Brazil
|
|
|
Farmaseg - Solucoes, Assistencia e Servicos Empresariais Ltda.
|
|
Brazil
|
|
|
Hewitt Associates Administradora e Corretora de Seguros Ltda.
|
|
Brazil
|
|
|
Hewitt Associates Servicos de Recursos Humanos Ltda.
|
|
Brazil
|
|
|
Aon Bulgaria Ltd.
|
|
Bulgaria
|
|
|
Aon Business Consulting Ltd.
|
|
Bulgaria
|
|
|
Andes Global Ltd.
|
|
BVI
|
|
|
Aon Group Limited
|
|
BVI
|
|
|
682465 Canada Ltd.
|
|
Canada
|
|
|
7193599 Canada Inc.
|
|
Canada
|
|
|
Alexander & Alexander Services Canada Inc.
|
|
Canada
|
|
|
Aon Benfield Canada ULC
|
|
Canada
|
|
|
Aon Canada Holdings N.S. ULC
|
|
Canada
|
|
|
Aon Canada Inc.
|
|
Canada
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Canada Intermediaries GP
|
|
Canada
|
|
|
Aon Direct Group Inc.
|
|
Canada
|
|
|
Aon Finance Canada 1 Corp.
|
|
Canada
|
|
|
Aon Finance Canada 2 Corp.
|
|
Canada
|
|
|
Aon Finance International N.S. ULC
|
|
Canada
|
|
|
Aon Finance N.S. 1, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 2, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 3, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 4, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 5, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 6, ULC
|
|
Canada
|
|
|
Aon Finance N.S. 7, ULC
|
|
Canada
|
|
|
Aon Finco N.S. 2012-1, ULC
|
|
Canada
|
|
|
Aon Finco N.S. 2012-2, ULC
|
|
Canada
|
|
|
Aon Hewitt Inc.
|
|
Canada
|
|
|
Aon Hewitt Investment Management Inc.
|
|
Canada
|
|
|
Aon Parizeau Inc.
|
|
Canada
|
|
|
Aon Reed Stenhouse Inc.
|
|
Canada
|
|
|
Aon Risk Services Canada Inc.
|
|
Canada
|
|
|
Aon Securities Investment Management Inc.
|
|
Canada
|
|
|
Coles Hewitt Partnership
|
|
Canada
|
|
|
Dominion Mutual Insurance Brokers Ltd.
|
|
Canada
|
|
|
Groupe-Conseil Aon Inc.
|
|
Canada
|
|
|
Hewitt Amalco 1 ULC
|
|
Canada
|
|
|
Hewitt Amalco 2 ULC
|
|
Canada
|
|
|
Hewitt Amalco 3 ULC
|
|
Canada
|
|
|
Hewitt Amalco 4 ULC
|
|
Canada
|
|
|
Hewitt Amalco 5 ULC
|
|
Canada
|
|
|
Hewitt Associates Corp.
|
|
Canada
|
|
|
Hewitt Associates Partnership
|
|
Canada
|
|
|
Hewitt Holdings Canada Company
|
|
Canada
|
|
|
Hewitt Management Ltd.
|
|
Canada
|
|
|
Hewitt Western Management Amalco Inc.
|
|
Canada
|
|
|
IAO Actuarial Consulting Services Canada Inc.
|
|
Canada
|
|
|
J. Allan Brown Consultants, Inc.
|
|
Canada
|
|
|
K & K Insurance Brokers, Inc. Canada
|
|
Canada
|
|
|
Linx Underwriting Solutions Inc.
|
|
Canada
|
|
|
M.A. Shakeel Management Ltd. Amalco
|
|
Canada
|
|
|
Minet Inc.
|
|
Canada
|
|
|
Risk Management Consultants of Canada Limited
|
|
Canada
|
|
|
Sheppard Canada Holding N.S. ULC
|
|
Canada
|
|
|
USLP Underwriting Solutions LP
|
|
Canada
|
|
|
Aon Insurance Managers (Cayman) Ltd.
|
|
Cayman Islands
|
|
|
Aon Risk Solutions (Cayman) Ltd.
|
|
Cayman Islands
|
|
|
United Insurance Company
|
|
Cayman Islands
|
|
|
Aon Affinity Chile Ltda.
|
|
Chile
|
|
|
Aon Benfield (Chile) Corredores de Reaseguros Ltda.
|
|
Chile
|
|
|
Aon Consulting (Chile) Limitada
|
|
Chile
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Risk Services (Chile) S.A.
|
|
Chile
|
|
|
Aon Risk Services Holdings (Chile ) Ltda.
|
|
Chile
|
|
|
Asevasa Chile Peritaciones e Ingenieria de Riesgos, S.A.
|
|
Chile
|
|
|
Benfield Corredores de Reaseguro Ltda.
|
|
Chile
|
|
|
Inversiones Benfield Chile Ltda.
|
|
Chile
|
|
|
Aon Hewitt Consulting (Shanghai) Co., Ltd.
|
|
China
|
|
|
Aon-COFCO Insurance Brokers Co., Ltd.
|
|
China
|
|
|
Aon Affinity Colombia Ltda. Agencia de Seguros
|
|
Colombia
|
|
|
Aon Benfield Colombia Limitada Corredores de Reaseguros
|
|
Colombia
|
|
|
Aon Risk Services Colombia SA Corredores de Seguros
|
|
Colombia
|
|
|
Salud, Riesgos y Recursos Humanos Consultores Ltda. (former Aon Corporte Advisors Ltda.)
|
|
Colombia
|
|
|
Tecsefin, S.A. en liquidacion
|
|
Colombia
|
|
|
Aon Business Consultancy Ltd.
|
|
Croatia
|
|
|
Aon Insurance Brokerage Ltd.
|
|
Croatia
|
|
|
Alexander Insurance Managers (Netherlands Antilles) N.V.
|
|
Curacao
|
|
|
Aon Antillen N.V.
|
|
Curacao
|
|
|
Aon Captive Services Antilles N.V.
|
|
Curacao
|
|
|
Aon Holdings Antillen N.V.
|
|
Curacao
|
|
|
Aon Insurance Managers (Antilles) N.V.
|
|
Curacao
|
|
|
Aon Cyprus Insurance Broker Company Limited
|
|
Cyprus
|
|
|
Aon Hewitt (Cyprus) Limited
|
|
Cyprus
|
|
|
Aon Central and Eastern Europe a.s.
|
|
Czech Rep.
|
|
|
Aon Denmark A/S
|
|
Denmark
|
|
|
Aon Denmark Insurance Services A/S
|
|
Denmark
|
|
|
Aon Riskminder A/S
|
|
Denmark
|
|
|
Optica Insurance Agency A/S
|
|
Denmark
|
|
|
Akaoasesores Cia. Ltda.
|
|
Ecuador
|
|
|
Aon Consulting Ecuador S.A.
|
|
Ecuador
|
|
|
Aon Risk Services Ecuador S.A. Agencia Asesora Productora de Seguros
|
|
Ecuador
|
|
|
Tecsefin Salvador (dormant)
|
|
El Salvador
|
|
|
Riskikonsultatsioonid OÜ
|
|
Estonia
|
|
|
Aon (Fiji) Ltd.
|
|
Fiji
|
|
|
Aon Finland Oy
|
|
Finland
|
|
|
Aon France
|
|
France
|
|
|
Aon Holdings France SNC
|
|
France
|
|
|
Hewitt Associates SAS
|
|
France
|
|
|
International Space Brokers France
|
|
France
|
|
|
Kloud S.à.r.l.
|
|
France
|
|
|
Aon Beteiligungsmanagement Deutschland GmbH & Co. KG
|
|
Germany
|
|
|
Aon Credit International Insurance Broker GmbH
|
|
Germany
|
|
|
Aon Deutschland Beteiligungs GmbH
|
|
Germany
|
|
|
Aon Hewitt GmbH
|
|
Germany
|
|
|
Aon Hewitt Trust Solutions GmbH
|
|
Germany
|
|
|
Aon Holding Deutschland GmbH
|
|
Germany
|
|
|
Aon Pensions Insurance Brokers GmbH
|
|
Germany
|
|
|
Aon Risiko & Versicherungsberatungs GmbH
|
|
Germany
|
|
|
Aon Versicherungsmakler Deutschland GmbH
|
|
Germany
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Hamburger Gesellschaft zur Forderung des Versicherungswesens mbH
|
|
Germany
|
|
|
Motor Versicherungsmakler GmbH
|
|
Germany
|
|
|
One Underwriting Agency GmbH
|
|
Germany
|
|
|
PRORÜCK Ruckversicherungs Aktiengesellschaft
|
|
Germany
|
|
|
UNIT Versicherungsmakler GmbH
|
|
Germany
|
|
|
WACUS Delkredere Management GmbH
|
|
Germany
|
|
|
Aon Insurance Managers Gibraltar Ltd.
|
|
Gibraltar
|
|
|
White Rock Insurance (Gibraltar) PCC Ltd.
|
|
Gibraltar
|
|
|
Aon Greece S.A.
|
|
Greece
|
|
|
Aon Hewitt S.A.
|
|
Greece
|
|
|
Agostini Insurance Brokers Grenada Limited
|
|
Grenada
|
|
|
Aon Insurance Micronesia (Guam) Inc
|
|
Guam (Micronesia)
|
|
|
Tecsefin Guatemala
|
|
Guatemala
|
|
|
Aon Insurance Managers (Guernsey) Ltd.
|
|
Guernsey
|
|
|
Aon Insurance Managers (Holdings) Ltd.
|
|
Guernsey
|
|
|
Aon PMI International Limited
|
|
Guernsey
|
|
|
Aon Services (Guernsey) Ltd
|
|
Guernsey
|
|
|
Lincolnshire Insurance Company PCC Limited
|
|
Guernsey
|
|
|
Lombard Trustee Company Limited
|
|
Guernsey
|
|
|
White Rock Insurance (Guernsey) ICC Limited
|
|
Guernsey
|
|
|
White Rock Insurance Company PCC Ltd.
|
|
Guernsey
|
|
|
Aon (CR) Insurance Agencies Company Limited
|
|
Hong Kong
|
|
|
Aon Agencies Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Assurance Agencies Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Benfield China Limited
|
|
Hong Kong
|
|
|
Aon Chevalier Risk Management Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Commercial Insurance Agencies Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Enterprise Insurance Agencies Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Hewitt Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Holdings Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Insurance Agencies (HK) Limited
|
|
Hong Kong
|
|
|
Aon Insurance Management Agencies (HK) Limited
|
|
Hong Kong
|
|
|
Aon Insurance Underwriting Agencies Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Product Risk Services Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Securities (Hong Kong) Limited
|
|
Hong Kong
|
|
|
Aon Services Hong Kong Limited
|
|
Hong Kong
|
|
|
Aon Underwriting Agencies (HK) Limited
|
|
Hong Kong
|
|
|
Asian Reinsurance Underwriters Limited
|
|
Hong Kong
|
|
|
Contingency Insurance Brokers Limited
|
|
Hong Kong
|
|
|
Essar Insurance Services Limited
|
|
Hong Kong
|
|
|
EW Blanch Limited
|
|
Hong Kong
|
|
|
SF (Asia) Limited
|
|
Hong Kong
|
|
|
Aon Hungary Insurance Brokers Risk and Human Consulting LLC
|
|
Hungary
|
|
|
Aon Consulting Private Limited
|
|
India
|
|
|
Aon Global Insurance Brokers Private Limited
|
|
India
|
|
|
Aon HR Services India Private Limited
|
|
India
|
|
|
Aon Services India Private Limited
|
|
India
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Specialist Services Private Limited
|
|
India
|
|
|
Cocubes Technologies Private Limited
|
|
India
|
|
|
Ennis Knupp & Associates India Private Limited
|
|
India
|
|
|
Hewitt Human Resource Services Limited
|
|
India
|
|
|
Hewitt Outsourcing Services India Limited
|
|
India
|
|
|
S Quotient Analyzers Private Limited
|
|
India
|
|
|
PT Aon Benfield Indonesia
|
|
Indonesia
|
|
|
PT Aon Hewitt Indonesia
|
|
Indonesia
|
|
|
PT Aon Indonesia
|
|
Indonesia
|
|
|
Aon Broking Technology Limited
|
|
Ireland
|
|
|
Aon Centre for Innovation and Analytics Ltd
|
|
Ireland
|
|
|
Aon Commercial Services and Operations Ireland Limited
|
|
Ireland
|
|
|
Aon Commercial Services Ireland Limited
|
|
Ireland
|
|
|
Aon Global Risk Research Limited
|
|
Ireland
|
|
|
Aon Hewitt (Ireland) Limited
|
|
Ireland
|
|
|
Aon Hewitt Management Company Limited
|
|
Ireland
|
|
|
Aon Insurance Managers (Dublin) Ltd.
|
|
Ireland
|
|
|
Aon Insurance Managers (Shannon) Limited
|
|
Ireland
|
|
|
Aon Investment Holdings Ireland Limited
|
|
Ireland
|
|
|
Aon MacDonagh Boland Group Ltd
|
|
Ireland
|
|
|
Bacon & Woodrow Partnerships (Ireland) Limited
|
|
Ireland
|
|
|
Beaubien Finance Ireland Limited
|
|
Ireland
|
|
|
Becketts (Trustees) Limited
|
|
Ireland
|
|
|
Becketts Limited
|
|
Ireland
|
|
|
Beech Hill Pension Trustees Ltd
|
|
Ireland
|
|
|
Benton Finance Ireland Limited
|
|
Ireland
|
|
|
Delany Bacon & Woodrow Partnership
|
|
Ireland
|
|
|
MacDonagh Boland Crotty MacRedmond Ltd
|
|
Ireland
|
|
|
Private Client Trustees Ltd.
|
|
Ireland
|
|
|
Randolph Finance Unlimited Company
|
|
Ireland
|
|
|
Aon Treasury Ireland Limited
|
|
Ireland
|
|
|
Aon Risk Services (NI) Limited
|
|
Ireland (Northern)
|
|
|
Aon (Isle of Man) Limited
|
|
Isle of Man
|
|
|
Aon Corporate Services (Isle of Man) Limited
|
|
Isle of Man
|
|
|
Aon Holdings (Isle of Man) Limited
|
|
Isle of Man
|
|
|
Aon Insurance Managers (Isle of Man) Ltd.
|
|
Isle of Man
|
|
|
White Rock Insurance PCC (Isle of Man) Limited
|
|
Isle of Man
|
|
|
Aminim International Underwriters of Insurance Agencies (1990) Ltd.
|
|
Israel
|
|
|
Aon Benfield Israel Limited
|
|
Israel
|
|
|
Aon Holdings Israel Ltd.
|
|
Israel
|
|
|
Aon Israel Insurance Brokerage Ltd.
|
|
Israel
|
|
|
Delek Motors Insurance Agency (2003) Ltd
|
|
Israel
|
|
|
I. Beck Insurance Agency (1994) Ltd.
|
|
Israel
|
|
|
National Insurance Office Ltd.
|
|
Israel
|
|
|
Ronnie Elementary Insurance Agency Ltd
|
|
Israel
|
|
|
Aon Benfield Italia S.p.A.
|
|
Italy
|
|
|
Aon Hewitt Risk & Consulting S.r.l.
|
|
Italy
|
|
|
Aon Italia S.r.l.
|
|
Italy
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Re Trust Broker S.r.l.
|
|
Italy
|
|
|
Aon S.p.A. Insurance & Reinsurance Brokers
|
|
Italy
|
|
|
Asscom Insurance Brokers S.r.l.
|
|
Italy
|
|
|
Praesidium S.p.A. - Soluzioni Assicurative per il Management
|
|
Italy
|
|
|
US Underwriting Solutions S.r.l.
|
|
Italy
|
|
|
Aon Benfield Japan Ltd
|
|
Japan
|
|
|
Aon Hewitt Japan Ltd.
|
|
Japan
|
|
|
Aon Holdings Japan Ltd
|
|
Japan
|
|
|
Aon Japan Ltd
|
|
Japan
|
|
|
Y's Insurance Inc
|
|
Japan
|
|
|
Aon Consulting Kazakhstan LLP
|
|
Kazakhstan
|
|
|
Insurance Broker Aon Kazakhstan LLP
|
|
Kazakhstan
|
|
|
Aon Consulting Ltd.
|
|
Kenya
|
|
|
Aon Kenya Insurance Brokers Ltd
|
|
Kenya
|
|
|
Minken Properties Ltd.
|
|
Kenya
|
|
|
Aon Hewitt Consulting Korea Inc.
|
|
Korea
|
|
|
Aon Korea Inc.
|
|
Korea
|
|
|
SIA "Aon Consulting"
|
|
Latvia
|
|
|
UADBB Aon Baltic - Latvian branch
|
|
Latvia
|
|
|
Aon Lesotho (Pty) Ltd.
|
|
Lesotho
|
|
|
Aon Insurance Managers (Liechtenstein) AG
|
|
Liechtenstein
|
|
|
UADBB Aon Baltic
|
|
Lithuania
|
|
|
Aon Finance Luxembourg S.à.r.l.
|
|
Luxembourg
|
|
|
Aon Global Risk Consulting Luxembourg S.à.r.l.
|
|
Luxembourg
|
|
|
Aon Holdings Luxembourg S.à.r.l.
|
|
Luxembourg
|
|
|
Aon Insurance Managers (Luxembourg) S.A.
|
|
Luxembourg
|
|
|
Aon Neudorf Finance S.à.r.l.
|
|
Luxembourg
|
|
|
Aon Re Canada Holdings SARL
|
|
Luxembourg
|
|
|
Puricelli & Ghezzi International S.A.
|
|
Luxembourg
|
|
|
Aon Insurance Agencies (Macau) Limited
|
|
Macau
|
|
|
Aon Malawi Limited
|
|
Malawi
|
|
|
Aon Benfield Malaysia Limited
|
|
Malaysia
|
|
|
Aon Hewitt Malaysia Sdn Bhd
|
|
Malaysia
|
|
|
Aon Insurance Brokers (Malaysia) Sdn Bhd
|
|
Malaysia
|
|
|
Aon Insurance Managers (Malta) PCC Limited
|
|
Malta
|
|
|
Aon Services (Malta) Ltd
|
|
Malta
|
|
|
White Rock Insurance (Europe) PCC Limited
|
|
Malta
|
|
|
White Rock Insurance (Netherlands) PCC Limited
|
|
Malta
|
|
|
Aon Hewitt Ltd.
|
|
Mauritius
|
|
|
Aon Mauritius Holdings Ltd.
|
|
Mauritius
|
|
|
Glenrand MIB (Mauritius) (Pte) Ltd
|
|
Mauritius
|
|
|
Aon Affinity Mexico Agente de Seguros y de Fianzas, S.A. de C.V.
|
|
Mexico
|
|
|
Aon Affinity Mexico, S.A. de C.V.
|
|
Mexico
|
|
|
Aon Benfield Mexico Intermediario de Reaseguro SA de CV
|
|
Mexico
|
|
|
Aon Life, Agente de Seguros, S.A. de C.V.
|
|
Mexico
|
|
|
Aon Mexico Business Support SA de CV
|
|
Mexico
|
|
|
Aon Mexico Holdings, S. de R.L. de C.V.
|
|
Mexico
|
|
|
Aon Risk Solutions Agente de Seguros y de Fianzas SA de CV
|
|
Mexico
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Asevasa Mexico, S.A. de C.V.
|
|
Mexico
|
|
|
Hewitt Associates, S.C.
|
|
Mexico
|
|
|
Hewitt Beneficios Agente de Seguros y de Fianzas, S.A. de C.V.
|
|
Mexico
|
|
|
Aon Acore Sarl
|
|
Morocco
|
|
|
Casablanca Intermediation Company Sarl
|
|
Morocco
|
|
|
Aon Moçambique Corretores de Seguros, Limitada
|
|
Mozambique
|
|
|
Glenrand M I B (Moçambique) Corretores de Seguros Limitada
|
|
Mozambique
|
|
|
Aon Namibia (Pty) Ltd.
|
|
Namibia
|
|
|
Namibia Administration Fulfillment Company (PtY) Limited
|
|
Namibia
|
|
|
Alexander & Alexander B.V.
|
|
Netherlands
|
|
|
Alexander & Alexander Holding B.V.
|
|
Netherlands
|
|
|
Aon 2 B.V.
|
|
Netherlands
|
|
|
Aon Americas Holdings BV
|
|
Netherlands
|
|
|
Aon B.V.
|
|
Netherlands
|
|
|
Aon Benfield Netherlands C.V.
|
|
Netherlands
|
|
|
Aon CANZ Holdings B.V.
|
|
Netherlands
|
|
|
Aon Captive Services (Nederland) B.V.
|
|
Netherlands
|
|
|
Aon Cash Management B.V.
|
|
Netherlands
|
|
|
Aon Corporation EMEA B.V.
|
|
Netherlands
|
|
|
Aon Global Holdings 1 C.V.
|
|
Netherlands
|
|
|
Aon Global Holdings 2 C.V.
|
|
Netherlands
|
|
|
Aon Global Risk Consulting B.V.
|
|
Netherlands
|
|
|
Aon Groep Nederland B.V.
|
|
Netherlands
|
|
|
Aon Group Holdings International 1 B.V.
|
|
Netherlands
|
|
|
Aon Group Holdings International 2 B.V.
|
|
Netherlands
|
|
|
Aon Group International N.V.
|
|
Netherlands
|
|
|
Aon Hewitt Nederland C.V.
|
|
Netherlands
|
|
|
Aon Hewitt Risk & Financial Management B.V.
|
|
Netherlands
|
|
|
Aon Holdings B.V.
|
|
Netherlands
|
|
|
Aon Holdings International B.V.
|
|
Netherlands
|
|
|
Aon Holdings Mid Europe B.V.
|
|
Netherlands
|
|
|
Aon International Coöperatief U.A.
|
|
Netherlands
|
|
|
Aon Latam Holdings N.V.
|
|
Netherlands
|
|
|
Aon Lead QI B.V.
|
|
Netherlands
|
|
|
Aon Nederland C.V.
|
|
Netherlands
|
|
|
Aon Netherlands Operations B.V.
|
|
Netherlands
|
|
|
Aon Nikols Chile B.V.
|
|
Netherlands
|
|
|
Aon Participations B.V.
|
|
Netherlands
|
|
|
Aon Restructuring B.V.
|
|
Netherlands
|
|
|
Aon Risk Services EMEA B.V.
|
|
Netherlands
|
|
|
Aon Southern Europe B.V.
|
|
Netherlands
|
|
|
Aon Trust Services B.V.
|
|
Netherlands
|
|
|
B.V. Assurantiekantoor Langeveldt-Schroder
|
|
Netherlands
|
|
|
Bekouw Mendes C.V.
|
|
Netherlands
|
|
|
Beursstraat 1A B.V.
|
|
Netherlands
|
|
|
Bonnikeplein 18-22 B.V.
|
|
Netherlands
|
|
|
Celinvest Amsterdam B.V.
|
|
Netherlands
|
|
|
COT Instituut voor Veiligheids-en Crisismanagement B.V.
|
|
Netherlands
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
De Admiraal B.V.
|
|
Netherlands
|
|
|
Dorhout Mees Assurantien B.V.
|
|
Netherlands
|
|
|
Hewitt Associates B.V.
|
|
Netherlands
|
|
|
Hewitt Associates Outsourcing B.V.
|
|
Netherlands
|
|
|
Jacobs & Brom B.V.
|
|
Netherlands
|
|
|
Kerkenbos 1061 B.V.
|
|
Netherlands
|
|
|
Paalbergweg 2-4 B.V.
|
|
Netherlands
|
|
|
Aon Benfield New Zealand Limited
|
|
New Zealand
|
|
|
Aon Holdings New Zealand
|
|
New Zealand
|
|
|
Aon New Zealand
|
|
New Zealand
|
|
|
Aon New Zealand Group ULC
|
|
New Zealand
|
|
|
Aon Product Design and Development New Zealand Limited
|
|
New Zealand
|
|
|
Aon Saver Limited
|
|
New Zealand
|
|
|
Superannuation Management Nominees Limited
|
|
New Zealand
|
|
|
Aon Norway AS
|
|
Norway
|
|
|
Aon Majan LLC
|
|
Oman
|
|
|
Aon Insurance Brokers (Pvt) Ltd.
|
|
Pakistan
|
|
|
Aon Benfield Panama, S.A.
|
|
Panama
|
|
|
Aon Broking Services SA
|
|
Panama
|
|
|
Asevasa Caricam, S.A.
|
|
Panama
|
|
|
Asevasa Panama, S.A.
|
|
Panama
|
|
|
Tecsefin Centroamerica, S.A.
|
|
Panama
|
|
|
Aon Hewitt (PNG) Ltd.
|
|
Papua new Guinea
|
|
|
Aon Risk Services (PNG) Ltd.
|
|
Papua new Guinea
|
|
|
Aon Superannuation (PNG) Limited
|
|
Papua new Guinea
|
|
|
Aon Benfield Peru Corredores de Reaseguros SA
|
|
Peru
|
|
|
Aon Graña Peru Corredores de Seguros SA
|
|
Peru
|
|
|
Graña Asociados Soluciones, S.A.C.
|
|
Peru
|
|
|
Aon Insurance and Reinsurance Brokers Philippines Inc.
|
|
Philippines
|
|
|
Aon Hewitt Sp. z o.o.
|
|
Poland
|
|
|
Aon Polska Services Sp. z o.o.
|
|
Poland
|
|
|
Aon Polska Sp. z o.o.
|
|
Poland
|
|
|
Carstens i Schües Poland Sp. z o.o.
|
|
Poland
|
|
|
Aon Motor - Gestao e Consultoria de Frotas Unipessoal, Lda
|
|
Portugal
|
|
|
Aon Portugal - Consultores, Unipessoal, Lda.
|
|
Portugal
|
|
|
Aon Portugal - Corretores de Seguros, S.A.
|
|
Portugal
|
|
|
Aon Re Bertoldi - Corretagem de Resseguros S.A.
|
|
Portugal
|
|
|
Aon Qatar LLC
|
|
Qatar
|
|
|
Aon Consulting Romania SRL
|
|
Romania
|
|
|
Aon Romania Broker de Asigurare - Reasigurare SRL
|
|
Romania
|
|
|
Aon Rus Insurance Brokers LLC
|
|
Russia
|
|
|
Aon Rus LLC
|
|
Russia
|
|
|
Agostini Insurance Brokers (St. Lucia) Limited
|
|
Saint Lucia
|
|
|
Aon Sint Maarten N.V.
|
|
Saint Martin
|
|
|
Aon Insurance Micronesia (Saipan) Inc
|
|
Saipan (Micronesia)
|
|
|
Aon Hewitt Saudi Arabia LLC
|
|
Saudi Arabia
|
|
|
Aon Saudi Arabia LLC
|
|
Saudi Arabia
|
|
|
Alexander & Alexander (Asia) Holdings Pte Ltd
|
|
Singapore
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Benfield Asia Pte. Ltd.
|
|
Singapore
|
|
|
Aon Hewitt Singapore Pte. Ltd.
|
|
Singapore
|
|
|
Aon Hewitt Wealth Management Pte. Ltd.
|
|
Singapore
|
|
|
Aon Insurance Agencies Pte Ltd
|
|
Singapore
|
|
|
Aon Insurance Managers (Singapore) Pte Ltd
|
|
Singapore
|
|
|
Aon Singapore (Broking Centre) Pte. Ltd.
|
|
Singapore
|
|
|
Aon Singapore Center for Innovation, Strategy and Management Pte. Ltd.
|
|
Singapore
|
|
|
Aon Singapore Pte. Ltd.
|
|
Singapore
|
|
|
Stenhouse (South East Asia) Pte. Ltd.
|
|
Singapore
|
|
|
Twoness Holding Pte Ltd
|
|
Singapore
|
|
|
Aon Benfield Bratislava s.r.o.
|
|
Slovak Republic
|
|
|
Aon Consulting South Africa (Pty) Ltd.
|
|
South Africa
|
|
|
Aon Holdings Sub-Sahara Africa (Pty) Ltd.
|
|
South Africa
|
|
|
Aon Limpopo (Pty) Ltd.
|
|
South Africa
|
|
|
Aon Re Africa (Pty) Limited
|
|
South Africa
|
|
|
Aon South Africa (Pty) Ltd.
|
|
South Africa
|
|
|
Aon Worldaware (Pty) Ltd.
|
|
South Africa
|
|
|
Claims Fulfilment Company (Pty) Ltd.
|
|
South Africa
|
|
|
Mafube Risk and Insurance Consultants (Pty) Ltd.
|
|
South Africa
|
|
|
TM Insurance Brokers (Pty) Ltd.
|
|
South Africa
|
|
|
Aon Benfield Iberia Correduria de Reaseguros, S.A.U.
|
|
Spain
|
|
|
Aon Cover Agencia de Suscripcion, S.L.U.
|
|
Spain
|
|
|
Aon Gil y Carvajal, S.A.U. Correduria de Seguros
|
|
Spain
|
|
|
Aon Hewitt España S.A.U.
|
|
Spain
|
|
|
Aon Management Solutions, S.A.U.
|
|
Spain
|
|
|
Aon Marketing Directo, S.A.U.
|
|
Spain
|
|
|
Aon Southern Europe y Cia SC
|
|
Spain
|
|
|
Aon Southern Holding Spain, S.L.
|
|
Spain
|
|
|
Asevasa Asesoramiento y Valoraciones S.A.U.
|
|
Spain
|
|
|
Fundación Aon España
|
|
Spain
|
|
|
Aon Swaziland (Pty) Ltd
|
|
Swaziland
|
|
|
Aon Global Risk Consulting AB
|
|
Sweden
|
|
|
Aon Hewitt AB
|
|
Sweden
|
|
|
Aon Sweden AB
|
|
Sweden
|
|
|
SINSER Holding AB
|
|
Sweden
|
|
|
Aon Insurance Managers (Switzerland) AG
|
|
Switzerland
|
|
|
Aon Schweiz AG
|
|
Switzerland
|
|
|
Inpoint Switzerland GmbH
|
|
Switzerland
|
|
|
Stroz Friedberg GmbH
|
|
Switzerland
|
|
|
Aon Management Consulting Taiwan Ltd.
|
|
Taiwan
|
|
|
Aon Taiwan Ltd.
|
|
Taiwan
|
|
|
Aon Tanzania Limited
|
|
Tanzania
|
|
|
Aon (Thailand) Limited
|
|
Thailand
|
|
|
Aon Consulting (Thailand) Limited
|
|
Thailand
|
|
|
Aon Group (Thailand) Limited
|
|
Thailand
|
|
|
Aon Hewitt (Thailand) Ltd.
|
|
Thailand
|
|
|
Aon Re (Thailand) Limited
|
|
Thailand
|
|
|
Aon Risk Services (Thailand) Limited
|
|
Thailand
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
A.B. Insurances Limited
|
|
Trinidad and Tobago
|
|
|
Agostini Insurance Brokers Limited
|
|
Trinidad and Tobago
|
|
|
AIB Services Limited
|
|
Trinidad and Tobago
|
|
|
Aon Energy Caribbean Limited
|
|
Trinidad and Tobago
|
|
|
Cardea Health Solutions Limited
|
|
Trinidad and Tobago
|
|
|
Aon Tunisia So.car.gest S.A., Société Anonyme de Conseil en Assurances et Réassurances et de Gestion
|
|
Tunisia
|
|
|
Aon Danismanlik Hizmetleri AS
|
|
Turkey
|
|
|
Aon Sigorta ve Reasurans Brokerligi ve A.S.
|
|
Turkey
|
|
|
J.S. Johnson & Company (Turks & Caicos) Limited
|
|
Turks & Caicos
|
|
|
Aon Uganda Limited
|
|
Uganda
|
|
|
Alexander Clay
|
|
UK
|
|
|
Aon 180412 Limited (in liquidation)
|
|
UK
|
|
|
Aon Adjudication Services Limited
|
|
UK
|
|
|
Aon ANZ Holdings Limited
|
|
UK
|
|
|
Aon Benfield Limited
|
|
UK
|
|
|
Aon Consulting (Benefits) Holdings Limited (In liquidation)
|
|
UK
|
|
|
Aon Consulting (Benefits) Limited (In liquidation)
|
|
UK
|
|
|
Aon Consulting (Pensions) Limited (In liquidation)
|
|
UK
|
|
|
Aon Consulting Financial Services Limited
|
|
UK
|
|
|
Aon Consulting Limited
|
|
UK
|
|
|
Aon DC Trustee Limited
|
|
UK
|
|
|
Aon Delta UK Limited
|
|
UK
|
|
|
Aon Global Holdings Limited
|
|
UK
|
|
|
Aon Global Operations Limited
|
|
UK
|
|
|
Aon Hewitt Limited
|
|
UK
|
|
|
Aon Hewitt US Holdings Limited
|
|
UK
|
|
|
Aon Holdings Limited
|
|
UK
|
|
|
Aon Kloud Limited (In liquidation)
|
|
UK
|
|
|
Aon Overseas Holdings Limited
|
|
UK
|
|
|
Aon Pension Trustees Limited
|
|
UK
|
|
|
Aon Risk Services UK Limited (in liquidation)
|
|
UK
|
|
|
Aon Securities Limited
|
|
UK
|
|
|
Aon Trust Corporation Limited
|
|
UK
|
|
|
Aon UK Group Limited
|
|
UK
|
|
|
Aon UK Holdings Intermediaries Limited
|
|
UK
|
|
|
Aon UK Limited
|
|
UK
|
|
|
Aon UK Trustees Limited
|
|
UK
|
|
|
Aon US & International Holdings Limited
|
|
UK
|
|
|
Bacon & Woodrow Limited (In liquidation)
|
|
UK
|
|
|
Bacon & Woodrow Partnerships Limited
|
|
UK
|
|
|
Bain Hogg Group Limited (in liquidation)
|
|
UK
|
|
|
Bankassure Insurance Services Limited
|
|
UK
|
|
|
Beaubien Finance Limited
|
|
UK
|
|
|
Beaubien UK Finance Limited
|
|
UK
|
|
|
Benfield Greig Holdings Limited (In liquidation)
|
|
UK
|
|
|
Benton Finance Limited
|
|
UK
|
|
|
CoSec 2000 Limited
|
|
UK
|
|
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Doveland Services Limited
|
|
UK
|
|
|
E. W. Blanch Holdings Limited
|
|
UK
|
|
|
E. W. Blanch Investments Limited
|
|
UK
|
|
|
Eurotempest Limited
|
|
UK
|
|
|
Gotham Digital Science Ltd.
|
|
UK
|
|
|
Hewitt Associates Outsourcing Limited
|
|
UK
|
|
|
Hewitt Risk Management Services Limited
|
|
UK
|
|
|
Hogg Group Limited
|
|
UK
|
|
|
International Space Brokers Europe Limited
|
|
UK
|
|
|
International Space Brokers Limited
|
|
UK
|
|
|
Jenner Fenton Slade Limited
|
|
UK
|
|
|
McLagan (Aon) Limited
|
|
UK
|
|
|
Minet Consultancy Services Ltd
|
|
UK
|
|
|
Minet Group
|
|
UK
|
|
|
NBS Nominees Limited
|
|
UK
|
|
|
Randolph Finance Limited
|
|
UK
|
|
|
Rasini Vigano Limited
|
|
UK
|
|
|
Ringley Investments Limited
|
|
UK
|
|
|
Scorpio Partnership Limited (In liquidation)
|
|
UK
|
|
|
SLE Worldwide Limited
|
|
UK
|
|
|
Stroz Friedberg Limited
|
|
UK
|
|
|
The Aon MasterTrustee Limited
|
|
UK
|
|
|
Aon Ukraine LLC
|
|
Ukraine
|
|
|
Aon (DIFC) Gulf LLC
|
|
United Arab Emirates
|
|
|
Aon Hewitt Middle East Limited
|
|
United Arab Emirates
|
|
|
Aon Middle East Co LLC
|
|
United Arab Emirates
|
|
|
Stroz Friedberg Risk Management Limited
|
|
United Arab Emirates
|
|
|
Aon Benfield Middle East Limited
|
|
United Arab Emirates - DIFC
|
|
|
Aon Benfield Latin America SA
|
|
Uruguay
|
|
|
Marinaro Dundas SA
|
|
Uruguay
|
|
|
Access Plans USA, Inc.
|
|
USA
|
|
Oklahoma
|
Affinity Insurance Services, Inc.
|
|
USA
|
|
Pennsylvania
|
AIS Affinity Insurance Agency, Inc.
|
|
USA
|
|
California
|
AIS Insurance Agency, Inc.
|
|
USA
|
|
Washington
|
Alexander Reinsurance Intermediaries, Inc.
|
|
USA
|
|
New York
|
Allen Insurance Associates, Inc.
|
|
USA
|
|
California
|
Alliance HealthCard of Florida, Inc.
|
|
USA
|
|
Georgia
|
Alliance HealthCard, Inc.
|
|
USA
|
|
Georgia
|
Allied Group Holdings LLC
|
|
USA
|
|
Delaware
|
Allied North America Insurance Brokerage of California, LLC
|
|
USA
|
|
Delaware
|
Allied North America Insurance Brokerage of New York, LLC
|
|
USA
|
|
Delaware
|
Allied North America Insurance Brokerage of Texas, LLC
|
|
USA
|
|
Delaware
|
Allied Risk Solutions, LLC
|
|
USA
|
|
Delaware
|
American Insurance Services Corp.
|
|
USA
|
|
Texas
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
American Safety Consultants, LLC
|
|
USA
|
|
Delaware
|
American Special Risk Insurance Company
|
|
USA
|
|
Delaware
|
AMXH, LLC
|
|
USA
|
|
Delaware
|
Aon Advisors, Inc.
|
|
USA
|
|
Virginia
|
Aon Advisory Services Inc.
|
|
USA
|
|
Delaware
|
Aon Aviation, Inc.
|
|
USA
|
|
Illinois
|
Aon Benefit Solutions Inc.
|
|
USA
|
|
Oklahoma
|
Aon Benfield Fac Inc.
|
|
USA
|
|
Illinois
|
Aon Benfield Global, Inc.
|
|
USA
|
|
Delaware
|
Aon Benfield Inc.
|
|
USA
|
|
Illinois
|
Aon Benfield Puerto Rico Inc.
|
|
USA
|
|
Puerto Rico
|
Aon Brazil Holdings, LLC
|
|
USA
|
|
Delaware
|
Aon Capital Managers, LLC
|
|
USA
|
|
Delaware
|
Aon Capital Partners, Inc.
|
|
USA
|
|
Delaware
|
Aon Chile Holdings, LLC
|
|
USA
|
|
Delaware
|
Aon Consulting & Insurance Services
|
|
USA
|
|
California
|
Aon Consulting Worldwide, Inc.
|
|
USA
|
|
Maryland
|
Aon Consulting, Inc.
|
|
USA
|
|
New Jersey
|
Aon Consulting, Inc.
|
|
USA
|
|
New York
|
Aon Corporation
|
|
USA
|
|
Delaware
|
Aon Finance US 1, LLC
|
|
USA
|
|
Delaware
|
Aon Finance US 2, LLC
|
|
USA
|
|
Delaware
|
Aon Finance US LP
|
|
USA
|
|
Delaware
|
Aon Financial & Insurance Solutions, Inc.
|
|
USA
|
|
California
|
Aon Global Market Solutions, Inc.
|
|
USA
|
|
Tennessee
|
Aon Group, Inc.
|
|
USA
|
|
Maryland
|
Aon Hewitt Benefit Payment Services, LLC
|
|
USA
|
|
Illinois
|
Aon Hewitt Financial Advisors, LLC
|
|
USA
|
|
Delaware
|
Aon Hewitt Health Market Insurance Solutions Inc.
|
|
USA
|
|
California
|
Aon Hewitt Intermediaries, Inc.
|
|
USA
|
|
Delaware
|
Aon Hewitt Investment Consulting, Inc.
|
|
USA
|
|
Illinois
|
Aon Hewitt LLC
|
|
USA
|
|
Delaware
|
Aon Human Capital Services, LLC
|
|
USA
|
|
Delaware
|
Aon Insurance Management Services - Virgin Islands, Inc.
|
|
USA
|
|
US Virgin Islands
|
Aon Insurance Managers (Puerto Rico) Inc.
|
|
USA
|
|
Puerto Rico
|
Aon Insurance Managers (USA) Inc.
|
|
USA
|
|
Vermont
|
Aon Insurance Managers (USVI), Inc.
|
|
USA
|
|
US Virgin Islands
|
Aon International Energy, Inc.
|
|
USA
|
|
Texas
|
Aon International Holdings, Inc.
|
|
USA
|
|
Maryland
|
Aon Life Agency of Texas, Inc.
|
|
USA
|
|
Texas
|
Aon Life Insurance Company
|
|
USA
|
|
Vermont
|
Aon Mexico Holdings, LLC
|
|
USA
|
|
Delaware
|
Aon National Flood Services, Inc.
|
|
USA
|
|
Delaware
|
Aon NFS Holdings, Inc.
|
|
USA
|
|
Delaware
|
Aon PHI Acquisition Corporation of California
|
|
USA
|
|
California
|
Aon Premium Finance, LLC
|
|
USA
|
|
Delaware
|
Aon Private Risk Management Insurance Agency, Inc.
|
|
USA
|
|
Illinois
|
Aon Private Risk Management of California Insurance Agency, Inc.
|
|
USA
|
|
California
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Aon Property Risk Consulting, Inc.
|
|
USA
|
|
New York
|
Aon Realty Services, Inc.
|
|
USA
|
|
Pennsylvania
|
Aon Recovery, Inc.
|
|
USA
|
|
Delaware
|
Aon Retirement Plan Advisors, LLC
|
|
USA
|
|
Delaware
|
Aon Risk Consultants, Inc.
|
|
USA
|
|
Illinois
|
Aon Risk Insurance Services West, Inc.
|
|
USA
|
|
California
|
Aon Risk Services (Holdings) of Latin America, Inc.
|
|
USA
|
|
Delaware
|
Aon Risk Services (Holdings) of the Americas, Inc.
|
|
USA
|
|
Illinois
|
Aon Risk Services Central, Inc.
|
|
USA
|
|
Illinois
|
Aon Risk Services Companies, Inc.
|
|
USA
|
|
Maryland
|
Aon Risk Services International (Holdings) Inc.
|
|
USA
|
|
Delaware
|
Aon Risk Services Northeast, Inc.
|
|
USA
|
|
New York
|
Aon Risk Services South, Inc.
|
|
USA
|
|
North Carolina
|
Aon Risk Services Southwest, Inc.
|
|
USA
|
|
Texas
|
Aon Risk Services, Inc. of Florida
|
|
USA
|
|
Florida
|
Aon Risk Services, Inc. of Hawaii
|
|
USA
|
|
Hawaii
|
Aon Risk Services, Inc. of Maryland
|
|
USA
|
|
Maryland
|
Aon Risk Services, Inc. of Washington, D.C.
|
|
USA
|
|
District of Columbia
|
Aon Risk Solutions of Puerto Rico, Inc.
|
|
USA
|
|
Puerto Rico
|
Aon Risk Technologies, Inc.
|
|
USA
|
|
Delaware
|
Aon Securities Inc.
|
|
USA
|
|
New York
|
Aon Service Corporation
|
|
USA
|
|
Illinois
|
Aon Services Group, Inc.
|
|
USA
|
|
Delaware
|
Aon Special Risk Resources, Inc.
|
|
USA
|
|
Delaware
|
Aon Trust Company
|
|
USA
|
|
Illinois
|
Aon Underwriting Managers, Inc.
|
|
USA
|
|
Delaware
|
Aon US Holdings 2, Inc.
|
|
USA
|
|
Delaware
|
Aon US Holdings, Inc.
|
|
USA
|
|
Delaware
|
Aon Ward Financial Corporation
|
|
USA
|
|
Ohio
|
Aon/Albert G. Ruben Insurance Services, Inc.
|
|
USA
|
|
California
|
ARM International Corp.
|
|
USA
|
|
New York
|
ARM International Insurance Agency Corp.
|
|
USA
|
|
Ohio
|
ARMRISK CORP.
|
|
USA
|
|
New Jersey
|
ASPN Insurance Agency, LLC
|
|
USA
|
|
Delaware
|
Association of Rural and Small Town Americans
|
|
USA
|
|
Missouri
|
Assurance Licensing Services, Inc.
|
|
USA
|
|
Illinois
|
Atlantic Star Administrators LLC
|
|
USA
|
|
Delaware
|
Atlantic Star Intermediaries, LLC
|
|
USA
|
|
Delaware
|
B E P International Corp.
|
|
USA
|
|
New Jersey
|
Benefit Marketing Solutions, L.L.C.
|
|
USA
|
|
Oklahoma
|
Benfield Advisory Inc.
|
|
USA
|
|
Delaware
|
Benfield Finance (London) LLC
|
|
USA
|
|
Delaware
|
Benfield Finance (Westport) LLC
|
|
USA
|
|
Delaware
|
Blanch Americas Inc.
|
|
USA
|
|
Delaware
|
BMS Insurance Agency, L.L.C.
|
|
USA
|
|
Oklahoma
|
Bowes & Company, Inc., of New York
|
|
USA
|
|
New York
|
Cammack Health LLC
|
|
USA
|
|
New York
|
Cananwill Corporation
|
|
USA
|
|
Delaware
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Cananwill, Inc.
|
|
USA
|
|
California
|
Cananwill, Inc.
|
|
USA
|
|
Pennsylvania
|
CICA SPE, LLC
|
|
USA
|
|
Delaware
|
Citadel Insurance Managers, Inc.
|
|
USA
|
|
California
|
Coalition for Benefits Equality and Choice
|
|
USA
|
|
California
|
Corporate Investigative Solutions, Inc.
|
|
USA
|
|
New Jersey
|
Crawley, Warren (U.S.A.) Inc.
|
|
USA
|
|
Massachusetts
|
Custom Benefit Programs, Inc.
|
|
USA
|
|
New Jersey
|
E.W. Blanch Capital Risk Solutions, Inc.
|
|
USA
|
|
Delaware
|
E.W. Blanch Insurance Services Inc.
|
|
USA
|
|
Delaware
|
E.W. Blanch International Inc.
|
|
USA
|
|
Delaware
|
Elysium Digital IP Products, LLC
|
|
USA
|
|
Delaware
|
Elysium Digital, L.L.C.
|
|
USA
|
|
Delaware
|
Ennis Knupp Secondary Market Services, LLC
|
|
USA
|
|
Delaware
|
Financial & Professional Risk Solutions, Inc.
|
|
USA
|
|
Illinois
|
Futurity Group, Inc.
|
|
USA
|
|
Nevada
|
Gateway Alternatives, L.L.C.
|
|
USA
|
|
Delaware
|
Global Insurance Strategies, LLC
|
|
USA
|
|
Delaware
|
Gotham Digital Science, LLC
|
|
USA
|
|
Delaware
|
Grant Park Capital, LLC
|
|
USA
|
|
Delaware
|
Healthy Paws Pet Insurance LLC
|
|
USA
|
|
Washington
|
Hewitt Associates Caribe, Inc.
|
|
USA
|
|
Puerto Rico
|
Hewitt Associates LLC
|
|
USA
|
|
Illinois
|
Hewitt Associates International Services, Inc.
|
|
USA
|
|
Delaware
|
Hewitt Associates Public Sector Consulting LLC
|
|
USA
|
|
Illinois
|
Hewitt Financial Services LLC
|
|
USA
|
|
Illinois
|
Hewitt Insurance Brokerage LLC
|
|
USA
|
|
Delaware
|
Hewitt Insurance, Inc.
|
|
USA
|
|
Puerto Rico
|
Hewitt International Holdings LLC
|
|
USA
|
|
Delaware
|
Hogg Robinson North America, Inc.
|
|
USA
|
|
Delaware
|
Holdco #1, Inc.
|
|
USA
|
|
Delaware
|
Holdco #2, Inc.
|
|
USA
|
|
Delaware
|
Huntington T. Block Insurance Agency, Inc.
|
|
USA
|
|
District of Columbia
|
Impact Forecasting, L.L.C.
|
|
USA
|
|
Illinois
|
INPOINT, INC.
|
|
USA
|
|
Illinois
|
International Accident Facilities, Inc.
|
|
USA
|
|
Massachusetts
|
International Claims Administrators, Inc.
|
|
USA
|
|
Kansas
|
International Risk Management (Americas), Inc.
|
|
USA
|
|
Ohio
|
International Space Brokers, Inc.
|
|
USA
|
|
Virginia
|
IRM/GRC Holding Inc.
|
|
USA
|
|
Delaware
|
J H Minet Puerto Rico Inc.
|
|
USA
|
|
Puerto Rico
|
Johnson Rooney Welch, Inc.
|
|
USA
|
|
California
|
K & K Insurance Group of Florida, Inc.
|
|
USA
|
|
Florida
|
K & K Insurance Group, Inc.
|
|
USA
|
|
Indiana
|
K2 Technologies Inc.
|
|
USA
|
|
California
|
Lightbox Technologies, Inc.
|
|
USA
|
|
Delaware
|
McLagan Partners Asia, Inc.
|
|
USA
|
|
Delaware
|
McLagan Partners, Inc.
|
|
USA
|
|
Delaware
|
|
|
Jurisdiction of Incorporation or Organization
|
||
Name
|
|
Country
|
|
State/Province
|
Membership Leasing Trust
|
|
USA
|
|
Delaware
|
Minet Holdings Inc.
|
|
USA
|
|
New York
|
Minet Re North America, Inc.
|
|
USA
|
|
Georgia
|
Modern Survey, Inc.
|
|
USA
|
|
Minnesota
|
Muirfield Underwriters, Ltd.
|
|
USA
|
|
Delaware
|
NFS Edge Insurance Agency, Inc.
|
|
USA
|
|
Florida
|
Paragon Strategic Solutions Inc.
|
|
USA
|
|
Delaware
|
Premier Auto Finance, Inc.
|
|
USA
|
|
Delaware
|
Private Equity Partnership Structures I, LLC
|
|
USA
|
|
Delaware
|
Project Technologies International L.L.C.
|
|
USA
|
|
Delaware
|
Protective Marketing Enterprises, Inc.
|
|
USA
|
|
Tennessee
|
Redwoods Dental Underwriters, Inc.
|
|
USA
|
|
North Carolina
|
Rewards Plus of America Corporation
|
|
USA
|
|
Maryland
|
SINSER Management Services (Vermont), Inc.
|
|
USA
|
|
Vermont
|
Specialty Benefits, Inc.
|
|
USA
|
|
Indiana
|
Stroz Friedberg Electronic Discovery, Inc.
|
|
USA
|
|
New York
|
Stroz Friedberg Inc.
|
|
USA
|
|
Delaware
|
Stroz Friedberg, LLC
|
|
USA
|
|
New York
|
T.J.E. Management, LLC
|
|
USA
|
|
Minnesota
|
The Capella Group, Inc.
|
|
USA
|
|
Texas
|
Underwriters Marine Services, Inc.
|
|
USA
|
|
Louisiana
|
VSC SPE, LLC
|
|
USA
|
|
Delaware
|
Ward Financial Group, Inc.
|
|
USA
|
|
Ohio
|
Wexford Underwriting Managers, Inc.
|
|
USA
|
|
Delaware
|
White Rock USA Ltd.
|
|
USA
|
|
Vermont
|
William Gallagher Associates of New Jersey, Inc.
|
|
USA
|
|
New Jersey
|
Worldwide Integrated Services Company
|
|
USA
|
|
Texas
|
Wrapid Specialty, Inc.
|
|
USA
|
|
California
|
WT Government Services, LLC
|
|
USA
|
|
Delaware
|
WT Technologies, LLC
|
|
USA
|
|
Delaware
|
Aon (Vanuatu) Ltd.
|
|
Vanuatu
|
|
|
Administradora Aon, C.A.
|
|
Venezuela
|
|
|
Aon Group Venezuela, Corretaje de Reaseguros, C.A.
|
|
Venezuela
|
|
|
Aon Risk Services Venezuela, Corretaje de Seguros C.A.
|
|
Venezuela
|
|
|
Aon Vietnam Limited
|
|
Vietnam
|
|
|
Aon Zambia Limited
|
|
Zambia
|
|
|
Aon Zambia Pension Fund Administrators Limited
|
|
Zambia
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Aon plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ GREGORY C. CASE
|
Date:
|
February 23, 2017
|
|
Gregory C. Case
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Aon plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ CHRISTA DAVIES
|
Date:
|
February 23, 2017
|
|
Christa Davies
Chief Financial Officer
|
|
|
/s/ GREGORY C. CASE
|
|
|
Gregory C. Case
Chief Executive Officer
|
|
|
February 23, 2017
|
|
|
/s/ CHRISTA DAVIES
|
|
|
Christa Davies
Chief Financial Officer
|
|
|
February 23, 2017
|