|
(Mark One)
|
|
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
FOR THE FISCAL YEAR ENDED
|
DECEMBER 31, 2019
|
||
OR
|
|||
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
ENGLAND AND WALES
|
|
98-1030901
|
||||
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
||||
Incorporation or Organization)
|
|
Identification No.)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
||||
Class A Ordinary Shares, $0.01 nominal value
|
AON
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
general economic and political conditions in the countries in which we do business around the world, including the U.K.’s withdrawal from the E.U.;
|
•
|
changes in the competitive environment or damage to our reputation;
|
•
|
fluctuations in exchange and interest rates that could influence revenues and expenses;
|
•
|
changes in global equity and fixed income markets that could affect the return on invested assets;
|
•
|
changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
|
•
|
the level of our debt limiting financial flexibility or increasing borrowing costs;
|
•
|
rating agency actions that could affect our ability to borrow funds;
|
•
|
volatility in our tax rate due to a variety of different factors including U.S. federal income tax reform;
|
•
|
limits on our subsidiaries to make dividend and other payments to us;
|
•
|
the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions (“E&O”) and other claims against us;
|
•
|
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;
|
•
|
the impact of any investigations brought by regulatory authorities in the U.S., U.K., and other countries;
|
•
|
the impact of any inquiries relating to compliance with anti-corruption laws, trade sanctions regimes, or other laws, rules, or regulations;
|
•
|
failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;
|
•
|
the effects of English law on our operating flexibility and the enforcement of judgments against us;
|
•
|
the failure to retain and attract qualified personnel;
|
•
|
international risks associated with our global operations;
|
•
|
the effect of natural or man-made disasters;
|
•
|
the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data;
|
•
|
our ability to develop and implement new technology;
|
•
|
damage to our reputation among clients, markets or third parties;
|
•
|
the actions taken by third parties that perform aspects of our business operations and client services;
|
•
|
the extent to which we manage certain risks created in connection with the various services, including fiduciary and investment consulting and other advisory services, among others, that we currently provide, or will provide in the future, to clients;
|
•
|
our ability to continue, and the costs and risks associated with, growing, developing and integrating companies that we acquire or new products or lines of business;
|
•
|
changes in commercial property and casualty markets, commercial premium rates or methods of compensation;
|
•
|
changes in the health care system or our relationships with insurance carriers;
|
•
|
our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings;
|
•
|
our risks and uncertainties in connection with the sale of the Divested Business; and
|
•
|
our ability to realize the expected benefits from our restructuring plan.
|
•
|
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;
|
•
|
fluctuation in the need for insurance;
|
•
|
the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;
|
•
|
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
|
•
|
competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker.
|
•
|
the U.S. court having had jurisdiction over the original proceedings according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated;
|
•
|
the U.S. proceedings not having been brought in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court;
|
•
|
the U.S. judgment being final and conclusive on the merits in the sense of being final and unalterable in the court which pronounced it and being for a definite sum of money;
|
•
|
the recognition or enforcement, as the case may be, of the U.S. judgment not contravening English public policy in a sufficiently significant way or contravening the Human Rights Act 1998 (or any subordinate legislation made thereunder, to the extent applicable);
|
•
|
the U.S. judgment not being for a sum payable in respect of taxes, or other charges of a like nature, or in respect of a penalty or fine, or otherwise based on a U.S. law that an English court considers to be a penal or revenue law;
|
•
|
the U.S. judgment not having been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damages sustained, and not otherwise being a judgment contrary to section 5 of the Protection of Trading Interests Act 1980 or is a judgment based on measures designated by the Secretary of State under Section 1 of that Act;
|
•
|
the U.S. judgment not having been obtained by fraud or in breach of English principles of natural justice;
|
•
|
the U.S. judgment not being a judgment on a matter previously determined by an English court, or another court whose judgment is entitled to recognition (or enforcement as the case may be) in England, in proceedings involving the same parties which conflicts with an earlier judgment of such court;
|
•
|
the party seeking enforcement (being a party who is not ordinarily resident in some part of the U.K. or resident in an EU Member State) providing security for costs, if ordered to do so by the English courts; and
|
•
|
the English enforcement proceedings being commenced within the relevant limitation period.
|
•
|
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 and risks associated with multiple international locations;
|
•
|
hyperinflation in certain foreign countries;
|
•
|
conflicting regulations in the countries in which we do business;
|
•
|
imposition of investment requirements or other restrictions by foreign governments;
|
•
|
longer payment cycles;
|
•
|
greater difficulties in collecting accounts receivable;
|
•
|
insufficient demand for our services in foreign jurisdictions;
|
•
|
our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;
|
•
|
the reliance on or use of third parties to perform services on behalf of the Company;
|
•
|
disparate tax regimes;
|
•
|
restrictions on the import and export of technologies; and
|
•
|
trade barriers.
|
Property:
|
Occupied
Square Footage
|
|
Lease
Expiration Dates
|
200 E. Randolph Street, Chicago, Illinois
|
391,000
|
|
2028
|
4 Overlook Point, Lincolnshire, Illinois
|
242,000
|
|
2024
|
165 Broadway, New York, New York
|
237,000
|
|
2028
|
Name
|
|
Age
|
|
Position
|
Eric Andersen
|
|
55
|
|
Co-President. Mr. Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles during his more than 20 year career at Aon, including as Chief Executive Officer of Aon Risk Solutions Americas from 2011 to 2013, and Chief Executive Officer of Aon Benfield from September 2013 to May 2018. He was named an Executive Officer in February 2017.
|
John Bruno
|
|
54
|
|
Chief Operations Officer. Mr. Bruno joined Aon in September 2014 as Enterprise Innovation & Chief Information Officer. He was named an Executive Officer in February 2017 and Chief Operations Officer in April 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.
|
Gregory C. Case
|
|
57
|
|
Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005. He also served as Aon’s President from April 2005 to May 2018. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, a global management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice and was a member of McKinsey’s governing Shareholders’ Committee. Prior to joining McKinsey, Mr. Case worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City.
|
Christa Davies
|
|
48
|
|
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.
|
Anthony Goland
|
|
60
|
|
Chief Innovation Officer. Mr. Goland joined Aon in September 2015 as Chief Human Resources Officer and served in that position through October 2018. Prior to joining Aon, Mr. Goland spent 30 years at McKinsey & Company, 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.
|
Michael Neller
|
|
41
|
|
Chief Accounting Officer and Global Controller. Mr. Neller joined Aon in August 2011 as its Vice President, Technical Accounting and Policy. From December 2011 to February 2018, Mr. Neller served as Aon’s Deputy Global Controller. In this role, he was responsible for Aon’s Latin America and North America regions, as well as global accounting policy, corporate accounting, and external reporting. Before joining Aon, Mr. Neller served from July 2009 to August 2011 as a Senior Manager of KPMG LLP, an international public accounting firm, in its Department of Professional Practice (National Office). He was named Senior Vice President and Global Controller in February 2018.
|
Michael O’Connor
|
|
51
|
|
Co-President. 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 served in that role until May 2018 when he was named Co-President, Aon plc. He was named an Executive Officer in February 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 America Insurance practices.
|
Lisa Stevens
|
|
50
|
|
Chief People Officer. Ms. Stevens joined Aon in December 2018 as Global Executive Vice President and was named as Chief People Officer in October 2019. Prior to joining Aon, Ms. Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank.
|
Andy Weitz
|
|
43
|
|
Global Chief Marketing Officer. Mr. Weitz joined Aon in 2014 as Senior Vice President for Global Marketing and Communications. Before joining Aon, Mr. Weitz was President and CEO of the U.S. region for Hill + Knowlton Strategies, a global strategic communications consultancy. Prior to Hill + Knowlton, Mr. Weitz worked at Marsh, Inc., a global insurance brokerage, and served in various roles at Trilogy, Inc. a software company.
|
Darren Zeidel
|
|
48
|
|
General Counsel and Company Secretary. Mr. Zeidel was named General Counsel and Company Secretary in July 2019. Prior to this Mr. Zeidel held several leadership roles with Aon, including as Deputy General Counsel immediately prior to his appointment; Global Chief Counsel - Corporate, Retirement & Investment and Health Exchanges from 2017 to 2019; and Global Chief Counsel of Aon Hewitt upon joining Aon in 2012 to 2017. Before this Mr. Zeidel worked for Honeywell, where he held business segment general counsel roles in the aerospace strategic business unit and at Honeywell UOP LLC. Mr. Zeidel began his career as an Associate in the Mergers and Acquisitions group in the New York office of Skadden, Arps, Slate, Meagher & Flom, LLP.
|
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)
|
||||||
10/1/19 – 10/31/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,473,632,319
|
|
11/1/19 – 11/30/19
|
|
2,280,294
|
|
|
$
|
197.34
|
|
|
2,280,294
|
|
|
$
|
2,023,632,372
|
|
12/1/19 – 12/31/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,023,632,372
|
|
|
|
2,280,294
|
|
|
$
|
197.34
|
|
|
2,280,294
|
|
|
$
|
2,023,632,372
|
|
(1)
|
Does not include commissions or other costs paid to repurchase shares.
|
(2)
|
The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014 and June 2017, for a total of $15.0 billion in repurchase authorizations.
|
(millions, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue from continuing operations (1)
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
$
|
9,409
|
|
|
$
|
9,480
|
|
Net income from continuing operations
|
|
1,574
|
|
|
1,100
|
|
|
435
|
|
|
1,253
|
|
|
1,253
|
|
|||||
Net income (loss) from discontinued operations
|
|
(1
|
)
|
|
74
|
|
|
828
|
|
|
177
|
|
|
169
|
|
|||||
Net income
|
|
1,573
|
|
|
1,174
|
|
|
1,263
|
|
|
1,430
|
|
|
1,422
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
41
|
|
|
40
|
|
|
37
|
|
|
34
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,532
|
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
|
$
|
1,396
|
|
|
$
|
1,385
|
|
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
6.42
|
|
|
$
|
4.32
|
|
|
$
|
1.54
|
|
|
$
|
4.55
|
|
|
$
|
4.33
|
|
Discontinued operations
|
|
—
|
|
|
0.30
|
|
|
3.20
|
|
|
0.66
|
|
|
0.60
|
|
|||||
Net income
|
|
$
|
6.42
|
|
|
$
|
4.62
|
|
|
$
|
4.74
|
|
|
$
|
5.21
|
|
|
$
|
4.93
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
6.37
|
|
|
$
|
4.29
|
|
|
$
|
1.53
|
|
|
$
|
4.51
|
|
|
$
|
4.28
|
|
Discontinued operations
|
|
—
|
|
|
0.30
|
|
|
3.17
|
|
|
0.65
|
|
|
0.60
|
|
|||||
Net income
|
|
$
|
6.37
|
|
|
$
|
4.59
|
|
|
$
|
4.70
|
|
|
$
|
5.16
|
|
|
$
|
4.88
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiduciary assets (2)
|
|
$
|
11,834
|
|
|
$
|
10,166
|
|
|
$
|
9,625
|
|
|
$
|
8,959
|
|
|
$
|
9,465
|
|
Intangible assets including goodwill
|
|
$
|
8,948
|
|
|
$
|
9,320
|
|
|
$
|
10,091
|
|
|
$
|
9,300
|
|
|
$
|
8,795
|
|
Total assets(3)
|
|
$
|
29,405
|
|
|
$
|
26,422
|
|
|
$
|
26,088
|
|
|
$
|
26,615
|
|
|
$
|
26,883
|
|
Long-term debt
|
|
$
|
6,627
|
|
|
$
|
5,993
|
|
|
$
|
5,667
|
|
|
$
|
5,869
|
|
|
$
|
5,138
|
|
Non-current operating lease liabilities (3)
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total equity (1)
|
|
$
|
3,449
|
|
|
$
|
4,219
|
|
|
$
|
4,648
|
|
|
$
|
5,532
|
|
|
$
|
6,059
|
|
Class A Ordinary Shares and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
1.72
|
|
|
$
|
1.56
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
At year-end:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price, per share
|
|
$
|
208.29
|
|
|
$
|
145.36
|
|
|
$
|
134.00
|
|
|
$
|
111.53
|
|
|
$
|
92.21
|
|
Shares outstanding
|
|
232.1
|
|
|
240.1
|
|
|
247.6
|
|
|
262.0
|
|
|
269.8
|
|
(1)
|
In the first quarter of 2018, Aon adopted new accounting guidance related to the recognition of revenue which was applied under the modified retrospective approach. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” and Note 3 “Revenue from Contracts with Customers” for further information.
|
(2)
|
Represents insurance premium receivables from clients and claims receivables from insurance carriers as well as cash and investments held in a fiduciary capacity.
|
(3)
|
In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” and Note 10 “Lease Commitments” for further information.
|
•
|
Revenue increased $243 million, or 2%, to $11,013 million in 2019 compared to 2018, reflecting 6% organic revenue growth, partially offset by a 3% unfavorable impact if we were to translate prior year period results using current period foreign exchange rates (“foreign currency translation”) and a 1% unfavorable impact from divestitures, net of acquisitions. Organic revenue growth for the year was highlighted by each of the five solution lines contributing similar or improved growth compared to the prior year.
|
•
|
Operating expenses decreased $382 million, or 4%, to $8,844 million in 2019 compared to 2018 due primarily to a $238 million favorable impact from foreign currency translation, a $176 million decrease from a non-cash impairment charge related to certain assets and liabilities that were classified as held for sale in the prior year period, $169 million of incremental savings from restructuring and other operational improvement initiatives, an $81 million decrease in expenses related to divestitures, net of acquisitions, a $62 million net decrease in expense related to legacy litigation, and a $34 million decrease in restructuring charges, partially offset by an increase in expense associated with 6% organic revenue growth and investments supporting long-term growth initiatives.
|
•
|
Operating margin increased to 19.7% in 2019 from 14.3% in 2018. The increase in operating margin from the prior year is primarily driven by organic revenue growth of 6% and strong operational improvement.
|
•
|
Due to the factors set forth above, net income from continuing operations was $1,574 million in 2019, an increase of $474 million, or 43%, from 2018.
|
•
|
Diluted earnings per share from continuing operations was $6.37 per share during the twelve months of 2019 compared to $4.29 per share for the prior year period.
|
•
|
Cash flows provided by operating activities was $1,835 million in 2019, an increase of $149 million, or 9%, from $1,686 million in 2018. The current year period includes approximately $130 million of net cash payments related to certain litigation settlements. The prior year comparable period included an $80 million accelerated pension contribution.
|
•
|
Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% in 2019, compared to 5% organic growth in the prior year. Organic revenue growth was driven by growth across every major revenue line, with particular strength in Reinsurance Solutions and Commercial Risk Solutions.
|
•
|
Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 27.5% in 2019, compared to 25.0% in the prior year. The increase in adjusted operating margin primarily reflects organic revenue growth of 6%, operational improvement, and $169 million of incremental savings related to restructuring and other operational improvement initiatives.
|
•
|
Adjusted diluted earnings per share from continuing operations, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $9.17 per share in 2019, an increase of $1.01 per share, or 12%, from $8.16 per share in 2018. The increase in adjusted diluted earnings per share primarily reflects strong operational performance and effective capital management, highlighted by $2.0 billion of share repurchase during 2019, partially offset by an unfavorable impact from foreign currency translation.
|
•
|
Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $1,610 million in 2019, an increase of $164 million, or 11%, from $1,446 million in 2018, driven by an increase of $149 million in cash flows in operations and a $15 million decrease in capital expenditures.
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,054
|
|
|
6,103
|
|
|
6,003
|
|
|||
Information technology
|
|
494
|
|
|
484
|
|
|
419
|
|
|||
Premises
|
|
339
|
|
|
370
|
|
|
348
|
|
|||
Depreciation of fixed assets
|
|
172
|
|
|
176
|
|
|
187
|
|
|||
Amortization and impairment of intangible assets
|
|
392
|
|
|
593
|
|
|
704
|
|
|||
Other general expense
|
|
1,393
|
|
|
1,500
|
|
|
1,272
|
|
|||
Total operating expenses
|
|
8,844
|
|
|
9,226
|
|
|
8,933
|
|
|||
Operating income
|
|
2,169
|
|
|
1,544
|
|
|
1,065
|
|
|||
Interest income
|
|
8
|
|
|
5
|
|
|
27
|
|
|||
Interest expense
|
|
(307
|
)
|
|
(278
|
)
|
|
(282
|
)
|
|||
Other income (expense)
|
|
1
|
|
|
(25
|
)
|
|
(125
|
)
|
|||
Income from continuing operations before income taxes
|
|
1,871
|
|
|
1,246
|
|
|
685
|
|
|||
Income tax expense
|
|
297
|
|
|
146
|
|
|
250
|
|
|||
Net income from continuing operations
|
|
1,574
|
|
|
1,100
|
|
|
435
|
|
|||
Net income (loss) from discontinued operations
|
|
(1
|
)
|
|
74
|
|
|
828
|
|
|||
Net income
|
|
1,573
|
|
|
1,174
|
|
|
1,263
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
41
|
|
|
40
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,532
|
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
6.37
|
|
|
$
|
4.29
|
|
|
$
|
1.53
|
|
Discontinued operations
|
|
—
|
|
|
0.30
|
|
|
3.17
|
|
|||
Net income
|
|
$
|
6.37
|
|
|
$
|
4.59
|
|
|
$
|
4.70
|
|
Weighted average ordinary shares outstanding - diluted
|
240.6
|
|
|
247.0
|
|
|
260.7
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Dec 31, 2019
|
|
Dec 31, 2018
|
|
% Change
|
|
Revenue Recognition(1)
|
|
Less: Currency Impact(2)
|
|
Less: Fiduciary Investment Income(3)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth(4)
|
||||||||||
Commercial Risk Solutions
|
|
$
|
4,673
|
|
|
$
|
4,652
|
|
|
—
|
%
|
|
N/A
|
|
|
(3
|
)%
|
|
—
|
%
|
|
(4
|
)%
|
|
7
|
%
|
Reinsurance Solutions
|
|
1,686
|
|
|
1,563
|
|
|
8
|
|
|
N/A
|
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
10
|
|
||
Retirement Solutions
|
|
1,817
|
|
|
1,865
|
|
|
(3
|
)
|
|
N/A
|
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
2
|
|
||
Health Solutions
|
|
1,667
|
|
|
1,596
|
|
|
4
|
|
|
N/A
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
5
|
|
||
Data & Analytic Services
|
|
1,184
|
|
|
1,105
|
|
|
7
|
|
|
N/A
|
|
|
(3
|
)
|
|
—
|
|
|
6
|
|
|
4
|
|
||
Elimination
|
|
(14
|
)
|
|
(11
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total revenue
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
2
|
%
|
|
—
|
%
|
|
(3
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
6
|
%
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Dec 31, 2018
|
|
Dec 31, 2017
|
|
% Change
|
|
Revenue Recognition(1)
|
|
Less: Currency Impact(2)
|
|
Less: Fiduciary Investment Income(3)
|
|
Less: Acquisitions, Divestitures & Other
|
|
Organic Revenue Growth(4)
|
||||||||||
Commercial Risk Solutions
|
|
$
|
4,652
|
|
|
$
|
4,169
|
|
|
12
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
5
|
%
|
|
6
|
%
|
Reinsurance Solutions
|
|
1,563
|
|
|
1,429
|
|
|
9
|
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||
Retirement Solutions
|
|
1,865
|
|
|
1,755
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||
Health Solutions
|
|
1,596
|
|
|
1,515
|
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
||
Data & Analytic Services
|
|
1,105
|
|
|
1,140
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
||
Elimination
|
|
(11
|
)
|
|
(10
|
)
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
||
Total revenue
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
8
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
(1)
|
Revenue recognition represents the impact of Aon’s adoption of the new revenue recognition standard, effective for Aon in the first quarter of 2018.
|
(2)
|
Currency impact is determined by translating prior period's revenue at this period's foreign exchange rates.
|
(3)
|
Fiduciary investment income for the years ended December 31, 2019, 2018, and 2017, respectively, was $74 million, $53 million, and $32 million.
|
(4)
|
Organic revenue growth includes the impact of intercompany activity and excludes the impact of the adoption of the new revenue recognition standard, changes in foreign exchange rates, fiduciary investment income, acquisitions, divestitures, transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.
|
|
|
Years ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue from continuing operations
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations
|
|
$
|
2,169
|
|
|
$
|
1,544
|
|
|
$
|
1,065
|
|
Restructuring
|
|
451
|
|
|
485
|
|
|
497
|
|
|||
Amortization and impairment of intangible assets (1)
|
|
392
|
|
|
593
|
|
|
704
|
|
|||
Legacy litigation (2)
|
|
13
|
|
|
75
|
|
|
—
|
|
|||
Regulatory and compliance matters
|
|
—
|
|
|
—
|
|
|
28
|
|
|||
Operating income from continuing operations - as adjusted
|
|
$
|
3,025
|
|
|
$
|
2,697
|
|
|
$
|
2,294
|
|
|
|
|
|
|
|
|
||||||
Operating margin from continuing operations
|
|
19.7
|
%
|
|
14.3
|
%
|
|
10.7
|
%
|
|||
Operating margin from continuing operations - as adjusted
|
|
27.5
|
%
|
|
25.0
|
%
|
|
22.9
|
%
|
(1)
|
Included in the twelve months ended December 30, 2018 was a $176 million non-cash impairment charge taken on certain assets and liabilities held for sale. Included in the twelve months ended December 31, 2017 was a $380 million non-cash impairment charge taken on indefinite-lived tradenames.
|
(2)
|
During the fourth quarter of 2019 we settled legacy litigation that had been reported in a prior year as an adjustment to GAAP earnings. In connection with the settlement, we recorded a $13 million charge in the quarter, which represents the difference between the amount accrued in the prior year and the final settlement amount of the legacy litigation.
|
|
|
Year Ended December 31, 2019
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
2,169
|
|
|
$
|
856
|
|
|
$
|
3,025
|
|
Interest income
|
|
8
|
|
|
—
|
|
|
8
|
|
|||
Interest expense
|
|
(307
|
)
|
|
—
|
|
|
(307
|
)
|
|||
Other income (expense) (1)
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Income before income taxes from continuing operations
|
|
1,871
|
|
|
856
|
|
|
2,727
|
|
|||
Income tax expense (2)
|
|
297
|
|
|
181
|
|
|
478
|
|
|||
Net income from continuing operations
|
|
1,574
|
|
|
675
|
|
|
2,249
|
|
|||
Net income (loss) from discontinued operations (3)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net income
|
|
1,573
|
|
|
675
|
|
|
2,248
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
41
|
|
|
—
|
|
|
41
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,532
|
|
|
$
|
675
|
|
|
$
|
2,207
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
6.37
|
|
|
$
|
2.80
|
|
|
$
|
9.17
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
$
|
6.37
|
|
|
$
|
2.80
|
|
|
$
|
9.17
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
240.6
|
|
|
—
|
|
|
240.6
|
|
|||
Effective tax rates (3)
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
15.9
|
%
|
|
|
|
17.5
|
%
|
||||
Discontinued operations
|
|
47.4
|
%
|
|
|
|
47.4
|
%
|
|
|
Year Ended December 31, 2018
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,544
|
|
|
$
|
1,153
|
|
|
$
|
2,697
|
|
Interest income
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Interest expense
|
|
(278
|
)
|
|
—
|
|
|
(278
|
)
|
|||
Other income (expense) (1)
|
|
(25
|
)
|
|
37
|
|
|
12
|
|
|||
Income before income taxes from continuing operations
|
|
1,246
|
|
|
1,190
|
|
|
2,436
|
|
|||
Income tax expense (2)
|
|
146
|
|
|
233
|
|
|
379
|
|
|||
Net income from continuing operations
|
|
1,100
|
|
|
957
|
|
|
2,057
|
|
|||
Net income (loss) from discontinued operations (3)
|
|
74
|
|
|
(82
|
)
|
|
(8
|
)
|
|||
Net income
|
|
1,174
|
|
|
875
|
|
|
2,049
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
40
|
|
|
—
|
|
|
40
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,134
|
|
|
$
|
875
|
|
|
$
|
2,009
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
4.29
|
|
|
$
|
3.87
|
|
|
$
|
8.16
|
|
Discontinued operations
|
|
0.30
|
|
|
(0.33
|
)
|
|
(0.03
|
)
|
|||
Net income
|
|
$
|
4.59
|
|
|
$
|
3.54
|
|
|
$
|
8.13
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
247.0
|
|
|
—
|
|
|
247.0
|
|
|||
Effective tax rates (3)
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
11.7
|
%
|
|
|
|
15.6
|
%
|
||||
Discontinued operations
|
|
15,949.3
|
%
|
|
|
|
29.7
|
%
|
|
|
Year Ended December 31, 2017
|
||||||||||
(millions, except per share data)
|
|
U.S. GAAP
|
|
Adjustments
|
|
Non-GAAP Adjusted
|
||||||
Operating income from continuing operations
|
|
$
|
1,065
|
|
|
$
|
1,229
|
|
|
$
|
2,294
|
|
Interest income
|
|
27
|
|
|
—
|
|
|
27
|
|
|||
Interest expense
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|||
Other income (expense) (1)
|
|
(125
|
)
|
|
128
|
|
|
3
|
|
|||
Income before income taxes from continuing operations
|
|
685
|
|
|
1,357
|
|
|
2,042
|
|
|||
Income tax expense (2)
|
|
250
|
|
|
55
|
|
|
305
|
|
|||
Net income from continuing operations
|
|
435
|
|
|
1,302
|
|
|
1,737
|
|
|||
Net income (loss) from discontinued operations (3)
|
|
828
|
|
|
(772
|
)
|
|
56
|
|
|||
Net income
|
|
1,263
|
|
|
530
|
|
|
1,793
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
37
|
|
|
—
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,226
|
|
|
$
|
530
|
|
|
$
|
1,756
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
$
|
1.53
|
|
|
$
|
4.99
|
|
|
$
|
6.52
|
|
Discontinued operations
|
|
3.17
|
|
|
(2.95
|
)
|
|
0.22
|
|
|||
Net income
|
|
$
|
4.70
|
|
|
$
|
2.04
|
|
|
$
|
6.74
|
|
|
|
|
|
|
|
|
||||||
Weighted average ordinary shares outstanding — diluted
|
|
260.7
|
|
|
—
|
|
|
260.7
|
|
|||
Effective tax rates (3)
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
36.5
|
%
|
|
|
|
14.9
|
%
|
||||
Discontinued operations
|
|
58.9
|
%
|
|
|
|
11.7
|
%
|
(1)
|
Adjusted Other income (expense) excludes pension settlement charges of $37 million and $128 million, for the years ended 2018, and 2017, respectively.
|
(2)
|
Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with estimated Restructuring Plan expenses, legacy litigation, accelerated tradename amortization, impairment charges and non-cash pension settlement charges, which are adjusted at the related jurisdictional rates. In addition, tax expense excludes the tax impacts of the sale of the disposal group and enactment date impacts of the Tax Cuts and Jobs Act of 2017.
|
(3)
|
Adjusted Net income (loss) from discontinued operations excludes the gain on sale of discontinued operations of $82 million and $779 million for the years ended 2018, and 2017, respectively. Adjusted net income from discontinued operations excludes intangible asset amortization of $11 million for the twelve months ended December 31, 2017. The effective tax rate was further adjusted for the applicable tax impact associated with the gain on sale and intangible asset amortization, as applicable.
|
Years Ended December 31
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash provided by continuing operating activities
|
|
$
|
1,835
|
|
|
$
|
1,686
|
|
|
$
|
669
|
|
Capital expenditures used for continuing operations
|
|
(225
|
)
|
|
(240
|
)
|
|
(183
|
)
|
|||
Free cash flow provided by continuing operations
|
|
$
|
1,610
|
|
|
$
|
1,446
|
|
|
$
|
486
|
|
|
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
|
$
|
790
|
|
|
$
|
—
|
|
|
$
|
3,285
|
|
|
$
|
4,075
|
|
Money market funds
|
—
|
|
|
138
|
|
|
1,869
|
|
|
2,007
|
|
||||
Cash and short-term investments
|
790
|
|
|
138
|
|
|
5,154
|
|
|
6,082
|
|
||||
Fiduciary receivables
|
—
|
|
|
—
|
|
|
6,680
|
|
|
6,680
|
|
||||
Total
|
$
|
790
|
|
|
$
|
138
|
|
|
$
|
11,834
|
|
|
$
|
12,762
|
|
|
|
Years Ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash provided by operating activities
|
|
$
|
1,835
|
|
|
$
|
1,686
|
|
|
$
|
669
|
|
Cash provided by (used for) investing activities
|
|
$
|
(229
|
)
|
|
$
|
31
|
|
|
$
|
2,806
|
|
Cash used for financing activities
|
|
$
|
(1,493
|
)
|
|
$
|
(1,699
|
)
|
|
$
|
(3,265
|
)
|
Effect of exchange rates changes on cash and cash equivalents
|
|
$
|
21
|
|
|
$
|
(118
|
)
|
|
$
|
69
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
Completed Plan Total
|
||||||||
Workforce reduction
|
|
$
|
205
|
|
|
$
|
115
|
|
|
$
|
299
|
|
|
$
|
619
|
|
Technology rationalization (1)
|
|
39
|
|
|
47
|
|
|
33
|
|
|
119
|
|
||||
Lease consolidation (1)
|
|
33
|
|
|
28
|
|
|
8
|
|
|
69
|
|
||||
Asset impairments
|
|
14
|
|
|
13
|
|
|
26
|
|
|
53
|
|
||||
Other costs associated with restructuring and separation (1) (2)
|
|
160
|
|
|
282
|
|
|
131
|
|
|
573
|
|
||||
Total restructuring and related expenses
|
|
$
|
451
|
|
|
$
|
485
|
|
|
$
|
497
|
|
|
$
|
1,433
|
|
(1)
|
Total contract termination costs incurred under the Restructuring Plan associated with technology rationalizations, lease consolidations, and other costs associated with restructuring and separation for the twelve months ended December 31, 2019 were $0 million, $33 million, and $13 million, respectively; for the twelve months ended December 31, 2018 were $5 million, $25 million, and $85 million, respectively; and for the twelve months ended December 31, 2017 were $1 million, $8 million, and $3 million, respectively.
|
(2)
|
Other costs associated with the Restructuring Plan include those to separate the Divested Business, as well as moving costs, and consulting and legal fees. These costs are typically recognized when incurred.
|
|
|
Restructuring Plan
|
||
Balance at December 31, 2018
|
|
$
|
201
|
|
Expensed
|
|
418
|
|
|
Cash payments
|
|
(415
|
)
|
|
Foreign currency translation and other
|
|
—
|
|
|
Balance at December 31, 2019
|
|
$
|
204
|
|
|
|
Twelve months ended December 31
|
||||||
|
|
2019
|
|
2018
|
||||
Shares repurchased
|
|
10.5
|
|
|
10.0
|
|
||
Average price per share
|
|
$
|
186.33
|
|
|
$
|
143.94
|
|
Costs recorded to retained earnings
|
|
|
|
|
||||
Total repurchase cost
|
|
$
|
1,950
|
|
|
$
|
1,447
|
|
Additional associated costs
|
|
10
|
|
|
7
|
|
||
Total costs recorded to retained earnings
|
|
$
|
1,960
|
|
|
$
|
1,454
|
|
|
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 by
|
||||||||||||||||||
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
After 2024
|
|
Total
|
||||||||||
Principal payments on debt
|
$
|
712
|
|
|
$
|
900
|
|
|
$
|
950
|
|
|
$
|
4,882
|
|
|
$
|
7,444
|
|
Interest payments on debt
|
302
|
|
|
528
|
|
|
498
|
|
|
2,137
|
|
|
3,465
|
|
|||||
Operating leases
|
208
|
|
|
379
|
|
|
254
|
|
|
432
|
|
|
1,273
|
|
|||||
Pension and other postretirement benefit plans
|
128
|
|
|
288
|
|
|
246
|
|
|
265
|
|
|
927
|
|
|||||
Purchase obligations
|
156
|
|
|
129
|
|
|
63
|
|
|
48
|
|
|
396
|
|
|||||
Total
|
$
|
1,506
|
|
|
$
|
2,224
|
|
|
$
|
2,011
|
|
|
$
|
7,764
|
|
|
$
|
13,505
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
Unrecognized actuarial gains and losses
|
$
|
1,244
|
|
|
$
|
1,763
|
|
|
$
|
454
|
|
Amortization period
|
8 to 27 years
|
|
|
7 to 23 years
|
|
|
13 to 38 years
|
|
|||
Estimated 2020 amortization of loss
|
$
|
32
|
|
|
$
|
68
|
|
|
$
|
12
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
Expected return on plan assets, net of administration expenses
|
2.74%
|
|
3.30 - 7.04%
|
|
2.10 - 3.10%
|
Increase (decrease) in projected benefit obligation (1)
|
25 bps Change in Discount Rate
|
||||||
Increase
|
|
Decrease
|
|||||
U.K. plans
|
$
|
(211
|
)
|
|
$
|
193
|
|
U.S. plans
|
$
|
(92
|
)
|
|
$
|
98
|
|
Other plans
|
$
|
(61
|
)
|
|
$
|
65
|
|
(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 bps Change in Discount Rate
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(2
|
)
|
|
$
|
—
|
|
U.S. plans
|
$
|
1
|
|
|
$
|
(1
|
)
|
Other plans
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
25 bps Change in Long-Term Rate of Return on Plan Assets
|
||||||
Increase (decrease) in expense
|
Increase
|
|
Decrease
|
||||
U.K. plans
|
$
|
(15
|
)
|
|
$
|
15
|
|
U.S. plans
|
$
|
(5
|
)
|
|
$
|
5
|
|
Other plans
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
|
Years ended December 31
|
||||||||||
(millions, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
Expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
6,054
|
|
|
6,103
|
|
|
6,003
|
|
|||
Information technology
|
|
494
|
|
|
484
|
|
|
419
|
|
|||
Premises
|
|
339
|
|
|
370
|
|
|
348
|
|
|||
Depreciation of fixed assets
|
|
172
|
|
|
176
|
|
|
187
|
|
|||
Amortization and impairment of intangible assets
|
|
392
|
|
|
593
|
|
|
704
|
|
|||
Other general expense
|
|
1,393
|
|
|
1,500
|
|
|
1,272
|
|
|||
Total operating expenses
|
|
8,844
|
|
|
9,226
|
|
|
8,933
|
|
|||
Operating income
|
|
2,169
|
|
|
1,544
|
|
|
1,065
|
|
|||
Interest income
|
|
8
|
|
|
5
|
|
|
27
|
|
|||
Interest expense
|
|
(307
|
)
|
|
(278
|
)
|
|
(282
|
)
|
|||
Other income (expense)
|
|
1
|
|
|
(25
|
)
|
|
(125
|
)
|
|||
Income from continuing operations before income taxes
|
|
1,871
|
|
|
1,246
|
|
|
685
|
|
|||
Income tax expense
|
|
297
|
|
|
146
|
|
|
250
|
|
|||
Net income from continuing operations
|
|
1,574
|
|
|
1,100
|
|
|
435
|
|
|||
Net income (loss) from discontinued operations
|
|
(1
|
)
|
|
74
|
|
|
828
|
|
|||
Net income
|
|
1,573
|
|
|
1,174
|
|
|
1,263
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
41
|
|
|
40
|
|
|
37
|
|
|||
Net income attributable to Aon shareholders
|
|
$
|
1,532
|
|
|
$
|
1,134
|
|
|
$
|
1,226
|
|
|
|
|
|
|
|
|
||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|||||||
Continuing operations
|
$
|
6.42
|
|
|
$
|
4.32
|
|
|
$
|
1.54
|
|
|
Discontinued operations
|
—
|
|
|
0.30
|
|
|
3.20
|
|
||||
Net income
|
$
|
6.42
|
|
|
$
|
4.62
|
|
|
$
|
4.74
|
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|||||||
Continuing operations
|
|
$
|
6.37
|
|
|
$
|
4.29
|
|
|
$
|
1.53
|
|
Discontinued operations
|
|
—
|
|
|
0.30
|
|
|
3.17
|
|
|||
Net income
|
|
$
|
6.37
|
|
|
$
|
4.59
|
|
|
$
|
4.70
|
|
Weighted average ordinary shares outstanding - basic
|
|
238.6
|
|
|
245.2
|
|
|
258.5
|
|
|||
Weighted average ordinary shares outstanding - diluted
|
240.6
|
|
|
247.0
|
|
|
260.7
|
|
|
|
Years Ended December 31
|
||||||||||
(millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
1,573
|
|
|
$
|
1,174
|
|
|
$
|
1,263
|
|
|
Less: Net income attributable to noncontrolling interests
|
41
|
|
|
40
|
|
|
37
|
|
||||
Net income attributable to Aon shareholders
|
1,532
|
|
|
1,134
|
|
|
1,226
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|||||||
Change in fair value of financial instruments
|
3
|
|
|
11
|
|
|
12
|
|
||||
Foreign currency translation adjustments
|
14
|
|
|
(444
|
)
|
|
390
|
|
||||
Postretirement benefit obligation
|
(141
|
)
|
|
17
|
|
|
19
|
|
||||
Total other comprehensive income (loss)
|
(124
|
)
|
|
(416
|
)
|
|
421
|
|
||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
(4
|
)
|
|
5
|
|
||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
(124
|
)
|
|
(412
|
)
|
|
416
|
|
||||
Comprehensive income attributable to Aon shareholders
|
$
|
1,408
|
|
|
$
|
722
|
|
|
$
|
1,642
|
|
|
|
As of December 31
|
||||||
(millions, except nominal value)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
790
|
|
|
$
|
656
|
|
|
Short-term investments
|
138
|
|
|
172
|
|
|||
Receivables, net
|
3,112
|
|
|
2,760
|
|
|||
Fiduciary assets
|
11,834
|
|
|
10,166
|
|
|||
Other current assets
|
602
|
|
|
618
|
|
|||
Total current assets
|
16,476
|
|
|
14,372
|
|
|||
Goodwill
|
8,165
|
|
|
8,171
|
|
|||
Intangible assets, net
|
783
|
|
|
1,149
|
|
|||
Fixed assets, net
|
621
|
|
|
588
|
|
|||
Operating lease right-of-use assets
|
929
|
|
|
—
|
|
|||
Deferred tax assets
|
645
|
|
|
561
|
|
|||
Prepaid pension
|
1,216
|
|
|
1,133
|
|
|||
Other non-current assets
|
570
|
|
|
448
|
|
|||
Total assets
|
$
|
29,405
|
|
|
$
|
26,422
|
|
|
|
|
|
|
|||||
Liabilities and equity
|
|
|
|
|||||
Liabilities
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Accounts payable and accrued liabilities
|
$
|
1,939
|
|
|
$
|
1,943
|
|
|
Short-term debt and current portion of long-term debt
|
712
|
|
|
251
|
|
|||
Fiduciary liabilities
|
11,834
|
|
|
10,166
|
|
|||
Other current liabilities
|
1,086
|
|
|
936
|
|
|||
Total current liabilities
|
15,571
|
|
|
13,296
|
|
|||
Long-term debt
|
6,627
|
|
|
5,993
|
|
|||
Non-current operating lease liabilities
|
944
|
|
|
—
|
|
|||
Deferred tax liabilities
|
199
|
|
|
181
|
|
|||
Pension, other postretirement, and postemployment liabilities
|
1,738
|
|
|
1,636
|
|
|||
Other non-current liabilities
|
877
|
|
|
1,097
|
|
|||
Total liabilities
|
25,956
|
|
|
22,203
|
|
|||
|
|
|
|
|||||
Equity
|
|
|
|
|||||
Ordinary shares - $0.01 nominal value
Authorized: 750 shares (issued: 2019 - 232.1; 2018 - 240.1) |
2
|
|
|
2
|
|
|||
Additional paid-in capital
|
6,152
|
|
|
5,965
|
|
|||
Retained earnings
|
1,254
|
|
|
2,093
|
|
|||
Accumulated other comprehensive loss
|
(4,033
|
)
|
|
(3,909
|
)
|
|||
Total Aon shareholders' equity
|
3,375
|
|
|
4,151
|
|
|||
Noncontrolling interests
|
74
|
|
|
68
|
|
|||
Total equity
|
3,449
|
|
|
4,219
|
|
|||
Total liabilities and equity
|
$
|
29,405
|
|
|
$
|
26,422
|
|
(millions, except per share data)
|
|
Shares
|
|
Ordinary Shares and Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Loss, Net of Tax
|
|
Non-controlling
Interests
|
|
Total
|
|||||||||||
Balance at January 1, 2017
|
|
262.0
|
|
|
$
|
5,580
|
|
|
$
|
3,856
|
|
|
$
|
(3,912
|
)
|
|
$
|
57
|
|
|
$
|
5,581
|
|
Net income
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
—
|
|
|
37
|
|
|
1,263
|
|
|||||
Shares issued — employee stock compensation plans
|
|
3.6
|
|
|
(120
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||
Shares purchased
|
|
(18.0
|
)
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|
—
|
|
|
(2,415
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|||||
Dividends to shareholders ($1.41 per share)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|
5
|
|
|
390
|
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Net purchases of shares from noncontrolling interests
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(11
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||
Balance at December 31, 2017
|
|
247.6
|
|
|
5,777
|
|
|
2,302
|
|
|
(3,496
|
)
|
|
65
|
|
|
4,648
|
|
|||||
Adoption of new accounting guidance
|
|
—
|
|
|
—
|
|
|
493
|
|
|
(1
|
)
|
|
—
|
|
|
492
|
|
|||||
Balance at January 1, 2018
|
|
247.6
|
|
|
5,777
|
|
|
2,795
|
|
|
(3,497
|
)
|
|
65
|
|
|
5,140
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
1,134
|
|
|
—
|
|
|
40
|
|
|
1,174
|
|
|||||
Shares issued — employee stock compensation plans
|
|
2.5
|
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||||
Shares purchased
|
|
(10.0
|
)
|
|
—
|
|
|
(1,454
|
)
|
|
—
|
|
|
—
|
|
|
(1,454
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|||||
Dividends to shareholders ($1.56 per share)
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(4
|
)
|
|
(444
|
)
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Net purchases of shares from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
||||||
Balance at December 31, 2018
|
|
240.1
|
|
|
5,967
|
|
|
2,093
|
|
|
(3,909
|
)
|
|
68
|
|
|
4,219
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
—
|
|
|
41
|
|
|
1,573
|
|
|||||
Shares issued — employee stock compensation plans
|
|
2.5
|
|
|
(130
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||||
Shares purchased
|
|
(10.5
|
)
|
|
—
|
|
|
(1,960
|
)
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|||||
Dividends to shareholders ($1.72 per share)
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
|||||
Net change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Net foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Net postretirement benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
|||||
Dividends paid to noncontrolling interests on subsidiary common stock
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
||||||
Balance at December 31, 2019
|
|
232.1
|
|
|
$
|
6,154
|
|
|
$
|
1,254
|
|
|
$
|
(4,033
|
)
|
|
$
|
74
|
|
|
$
|
3,449
|
|
|
|
Years ended December 31
|
||||||||||
(millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|||||||
Net income
|
$
|
1,573
|
|
|
$
|
1,174
|
|
|
$
|
1,263
|
|
|
Less: Income from discontinued operations, net of income taxes
|
(1
|
)
|
|
74
|
|
|
828
|
|
||||
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|||||||
Loss (gain) from sales of businesses and investments, net
|
(13
|
)
|
|
6
|
|
|
16
|
|
||||
Depreciation of fixed assets
|
172
|
|
|
176
|
|
|
187
|
|
||||
Amortization and impairment of intangible assets
|
392
|
|
|
593
|
|
|
704
|
|
||||
Share-based compensation expense
|
317
|
|
|
338
|
|
|
319
|
|
||||
Deferred income taxes
|
(36
|
)
|
|
(225
|
)
|
|
(18
|
)
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|||||||
Fiduciary receivables
|
(409
|
)
|
|
(679
|
)
|
|
171
|
|
||||
Short-term investments — funds held on behalf of clients
|
(1,246
|
)
|
|
(320
|
)
|
|
(135
|
)
|
||||
Fiduciary liabilities
|
1,655
|
|
|
999
|
|
|
(36
|
)
|
||||
Receivables, net
|
(371
|
)
|
|
(127
|
)
|
|
(254
|
)
|
||||
Accounts payable and accrued liabilities
|
(28
|
)
|
|
25
|
|
|
96
|
|
||||
Restructuring reserves
|
3
|
|
|
23
|
|
|
172
|
|
||||
Current income taxes
|
(20
|
)
|
|
34
|
|
|
(914
|
)
|
||||
Pension, other postretirement and postemployment liabilities
|
(156
|
)
|
|
(259
|
)
|
|
(66
|
)
|
||||
Other assets and liabilities
|
1
|
|
|
2
|
|
|
(8
|
)
|
||||
Cash provided by operating activities - continuing operations
|
1,835
|
|
|
1,686
|
|
|
669
|
|
||||
Cash provided by operating activities - discontinued operations
|
—
|
|
|
—
|
|
|
65
|
|
||||
Cash provided by operating activities
|
1,835
|
|
|
1,686
|
|
|
734
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|||||||
Proceeds from investments
|
61
|
|
|
71
|
|
|
68
|
|
||||
Payments for investments
|
(113
|
)
|
|
(80
|
)
|
|
(64
|
)
|
||||
Net sales (purchases) of short-term investments — non-fiduciary
|
35
|
|
|
348
|
|
|
(232
|
)
|
||||
Acquisition of businesses, net of cash acquired
|
(39
|
)
|
|
(58
|
)
|
|
(1,029
|
)
|
||||
Sale of businesses, net of cash sold
|
52
|
|
|
(10
|
)
|
|
4,246
|
|
||||
Capital expenditures
|
(225
|
)
|
|
(240
|
)
|
|
(183
|
)
|
||||
Cash provided by (used for) investing activities - continuing operations
|
(229
|
)
|
|
31
|
|
|
2,806
|
|
||||
Cash used for investing activities - discontinued operations
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Cash provided by (used for) investing activities
|
(229
|
)
|
|
31
|
|
|
2,787
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|||||||
Share repurchase
|
(1,960
|
)
|
|
(1,470
|
)
|
|
(2,399
|
)
|
||||
Issuance of shares for employee benefit plans
|
(131
|
)
|
|
(149
|
)
|
|
(121
|
)
|
||||
Issuance of debt
|
6,052
|
|
|
5,754
|
|
|
1,654
|
|
||||
Repayment of debt
|
(4,941
|
)
|
|
(5,417
|
)
|
|
(1,999
|
)
|
||||
Cash dividends to shareholders
|
(410
|
)
|
|
(382
|
)
|
|
(364
|
)
|
||||
Noncontrolling interests and other financing activities
|
(103
|
)
|
|
(35
|
)
|
|
(36
|
)
|
||||
Cash used for financing activities - continuing operations
|
(1,493
|
)
|
|
(1,699
|
)
|
|
(3,265
|
)
|
||||
Cash used for financing activities - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash used for financing activities
|
(1,493
|
)
|
|
(1,699
|
)
|
|
(3,265
|
)
|
||||
Effect of exchange rates on cash and cash equivalents
|
21
|
|
|
(118
|
)
|
|
69
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
134
|
|
|
(100
|
)
|
|
325
|
|
||||
Cash and cash equivalents at beginning of period
|
656
|
|
|
756
|
|
|
431
|
|
||||
Cash and cash equivalents at end of period
|
$
|
790
|
|
|
$
|
656
|
|
|
$
|
756
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
289
|
|
|
$
|
266
|
|
|
$
|
272
|
|
|
Income taxes paid, net of refunds
|
$
|
353
|
|
|
$
|
337
|
|
|
$
|
1,182
|
|
Asset Description
|
|
Estimated Useful 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
|
Intangible Asset Description
|
|
Amortization Basis
|
|
Estimated Useful Life
|
Tradenames
|
|
Straight-line
|
|
1 to 3 years
|
Customer-related and contract-based
|
|
In line with underlying cash flows
|
|
7 to 20 years
|
Technology and other
|
|
Straight-line
|
|
5 to 7 years
|
|
December 31,
2018 |
|
|
|
January 1,
2019 |
||||||
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
||||||
Operating lease right-of-use assets
|
$
|
—
|
|
|
$
|
1,021
|
|
|
$
|
1,021
|
|
Other non-current assets
|
$
|
448
|
|
|
$
|
78
|
|
|
$
|
526
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Other current liabilities
|
$
|
936
|
|
|
$
|
219
|
|
|
$
|
1,155
|
|
Non-current operating lease liabilities
|
$
|
—
|
|
|
$
|
1,014
|
|
|
$
|
1,014
|
|
Other non-current liabilities
|
$
|
1,097
|
|
|
$
|
(134
|
)
|
|
$
|
963
|
|
•
|
The Company previously recognized revenue either at a point in time or over a period of time based on the transfer of value to customers or as the remuneration became determinable. Under ASC 606, the revenue related to certain brokerage services recognized over a period of time is recognized on the effective date of the associated policies when control of the policy transfers to the customer. This change resulted in a significant shift in timing of interim revenue for the Reinsurance Solutions revenue line and, to a lesser extent, certain other brokerage services.
|
•
|
The Standard provides guidance on accounting for certain revenue-related costs including when to capitalize costs associated with obtaining and fulfilling a contract. The majority of these costs were previously expensed as incurred under ASC 605. Assets recognized for the costs to obtain a contract, which includes certain sales commissions, are amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates, considering anticipated renewals when applicable. Assets recognized as costs to fulfill a contract, which includes internal costs related to pre-placement broking activities, as well as other costs, are amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates, which is generally less than one year.
|
|
|
Years ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Commercial Risk Solutions
|
|
$
|
4,673
|
|
|
$
|
4,652
|
|
|
$
|
4,169
|
|
Reinsurance Solutions
|
|
1,686
|
|
|
1,563
|
|
|
1,429
|
|
|||
Retirement Solutions
|
|
1,817
|
|
|
1,865
|
|
|
1,755
|
|
|||
Health Solutions
|
|
1,667
|
|
|
1,596
|
|
|
1,515
|
|
|||
Data & Analytic Services
|
|
1,184
|
|
|
1,105
|
|
|
1,140
|
|
|||
Elimination
|
|
(14
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|||
Total revenue
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
|
Years ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
5,016
|
|
|
$
|
4,677
|
|
|
$
|
4,425
|
|
Americas other than United States
|
|
919
|
|
|
940
|
|
|
976
|
|
|||
United Kingdom
|
|
1,502
|
|
|
1,555
|
|
|
1,436
|
|
|||
Europe, Middle East, & Africa other than United Kingdom
|
|
2,338
|
|
|
2,413
|
|
|
2,025
|
|
|||
Asia Pacific
|
|
1,238
|
|
|
1,185
|
|
|
1,136
|
|
|||
Total revenue
|
|
$
|
11,013
|
|
|
$
|
10,770
|
|
|
$
|
9,998
|
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
|
$
|
329
|
|
|
$
|
298
|
|
Additions
|
|
1,453
|
|
|
1,504
|
|
||
Amortization
|
|
(1,447
|
)
|
|
(1,465
|
)
|
||
Impairment
|
|
—
|
|
|
—
|
|
||
Foreign currency translation and other
|
|
—
|
|
|
(8
|
)
|
||
Balance at end of period
|
|
$
|
335
|
|
|
$
|
329
|
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
|
$
|
156
|
|
|
$
|
145
|
|
Additions
|
|
58
|
|
|
53
|
|
||
Amortization
|
|
(44
|
)
|
|
(41
|
)
|
||
Impairment
|
|
—
|
|
|
—
|
|
||
Foreign currency translation and other
|
|
1
|
|
|
(1
|
)
|
||
Balance at end of period
|
|
$
|
171
|
|
|
$
|
156
|
|
|
Years ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency remeasurement
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
(37
|
)
|
Disposal of businesses
|
13
|
|
|
(6
|
)
|
|
(16
|
)
|
|||
Pension and other postretirement
|
9
|
|
|
1
|
|
|
(86
|
)
|
|||
Equity earnings
|
4
|
|
|
4
|
|
|
12
|
|
|||
Financial instruments
|
(34
|
)
|
|
(49
|
)
|
|
2
|
|
|||
Total
|
$
|
1
|
|
|
$
|
(25
|
)
|
|
$
|
(125
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
56
|
|
Provision
|
27
|
|
|
24
|
|
|
18
|
|
|||
Accounts written off, net of recoveries
|
(19
|
)
|
|
(25
|
)
|
|
(18
|
)
|
|||
Foreign currency translation and other
|
—
|
|
|
4
|
|
|
3
|
|
|||
Balance at end of period
|
$
|
70
|
|
|
$
|
62
|
|
|
$
|
59
|
|
As of December 31
|
2019
|
|
2018
|
||||
Costs to fulfill contracts with customers
|
$
|
335
|
|
|
$
|
329
|
|
Taxes receivable
|
88
|
|
|
113
|
|
||
Prepaid expenses
|
97
|
|
|
97
|
|
||
Receivables from the Divested Business (1)
|
4
|
|
|
12
|
|
||
Other
|
78
|
|
|
67
|
|
||
Total
|
$
|
602
|
|
|
$
|
618
|
|
(1)
|
Refer to Note 5 “Discontinued Operations” for further information.
|
As of December 31
|
2019
|
|
2018
|
||||
Software
|
$
|
727
|
|
|
$
|
693
|
|
Leasehold improvements
|
358
|
|
|
334
|
|
||
Computer equipment
|
250
|
|
|
279
|
|
||
Furniture, fixtures and equipment
|
225
|
|
|
228
|
|
||
Construction in progress
|
183
|
|
|
154
|
|
||
Other
|
37
|
|
|
45
|
|
||
Fixed assets, gross
|
1,780
|
|
|
1,733
|
|
||
Less: Accumulated depreciation
|
1,159
|
|
|
1,145
|
|
||
Fixed assets, net
|
$
|
621
|
|
|
$
|
588
|
|
As of December 31
|
2019
|
|
2018
|
||||
Costs to obtain contracts with customers
|
$
|
171
|
|
|
$
|
156
|
|
Investments
|
53
|
|
|
54
|
|
||
Leases (1)
|
100
|
|
|
—
|
|
||
Taxes receivable
|
102
|
|
|
100
|
|
||
Other
|
144
|
|
|
138
|
|
||
Total
|
$
|
570
|
|
|
$
|
448
|
|
(1)
|
In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. The Other non-current asset balances related to leasing under the legacy accounting standard are reflected in Other as reported in December 31, 2018. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information.
|
As of December 31
|
2019
|
|
2018
|
||||
Deferred revenue (1)
|
$
|
270
|
|
|
$
|
251
|
|
Taxes payable
|
93
|
|
|
83
|
|
||
Leases (2)
|
210
|
|
|
—
|
|
||
Other
|
513
|
|
|
602
|
|
||
Total
|
$
|
1,086
|
|
|
$
|
936
|
|
(1)
|
$532 million and $487 million was recognized in the Consolidated Statements of Income during the twelve months ended December 31, 2019 and December 31, 2018, respectively.
|
(2)
|
In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. The Other current liability balances related to leasing under the legacy accounting standard are reflected in Other as reported in December 31, 2018. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information.
|
As of December 31
|
2019
|
|
2018
|
||||
Taxes payable (1)
|
$
|
525
|
|
|
$
|
585
|
|
Leases (2)
|
76
|
|
|
169
|
|
||
Compensation and benefits
|
49
|
|
|
56
|
|
||
Deferred revenue
|
62
|
|
|
65
|
|
||
Other
|
165
|
|
|
222
|
|
||
Total
|
$
|
877
|
|
|
$
|
1,097
|
|
(1)
|
Includes $145 million and $240 million for the non-current portion of the Transition Tax, as of December 31, 2019 and December 31, 2018, respectively. Refer to Note 11 “Income Taxes” for further information on the Transition Tax.
|
(2)
|
In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. The comparable period presented reflects balances under the legacy accounting standard. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information.
|
|
|
Years ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
698
|
|
Expenses
|
|
|
|
|
|
|
||||||
Total operating expenses
|
|
2
|
|
|
12
|
|
|
656
|
|
|||
Operating income from discontinued operations
|
|
(2
|
)
|
|
(12
|
)
|
|
42
|
|
|||
Other income
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
(2
|
)
|
|
(12
|
)
|
|
52
|
|
|||
Income tax expense (benefit)
|
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
|||
Net income (loss) from discontinued operations, excluding gain
|
|
(1
|
)
|
|
(8
|
)
|
|
49
|
|
|||
Gain on sale of discontinued operations, net of tax
|
|
—
|
|
|
82
|
|
|
779
|
|
|||
Net income (loss) from discontinued operations
|
|
$
|
(1
|
)
|
|
$
|
74
|
|
|
$
|
828
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
Completed Plan Total
|
||||||||
Workforce reduction
|
|
$
|
205
|
|
|
$
|
115
|
|
|
$
|
299
|
|
|
$
|
619
|
|
Technology rationalization (1)
|
|
39
|
|
|
47
|
|
|
33
|
|
|
119
|
|
||||
Lease consolidation (1)
|
|
33
|
|
|
28
|
|
|
8
|
|
|
69
|
|
||||
Asset impairments
|
|
14
|
|
|
13
|
|
|
26
|
|
|
53
|
|
||||
Other costs associated with restructuring and separation (1) (2)
|
|
160
|
|
|
282
|
|
|
131
|
|
|
573
|
|
||||
Total restructuring and related expenses
|
|
$
|
451
|
|
|
$
|
485
|
|
|
$
|
497
|
|
|
$
|
1,433
|
|
(1)
|
Total contract termination costs incurred under the Restructuring Plan associated with technology rationalizations, lease consolidations, and other costs associated with restructuring and separation for the twelve months ended December 31, 2019 were $0 million, $33 million, and $13 million, respectively; for the twelve months ended December 31, 2018 were $5 million, $25 million, and $85 million, respectively; and for the twelve months ended December 31, 2017 were $1 million, $8 million, and $3 million, respectively.
|
(2)
|
Other costs associated with the Restructuring Plan include those to separate the Divested Business, as well as moving costs, and consulting and legal fees. These costs are typically recognized when incurred.
|
|
|
Restructuring Plan
|
||
Balance at December 31, 2018
|
|
$
|
201
|
|
Expensed
|
|
418
|
|
|
Cash payments
|
|
(415
|
)
|
|
Foreign currency translation and other
|
|
—
|
|
|
Balance at December 31, 2019
|
|
$
|
204
|
|
|
For the year ended December 31, 2019
|
||
Consideration transferred
|
|
||
Cash
|
$
|
42
|
|
Deferred and contingent consideration
|
8
|
|
|
Aggregate consideration transferred
|
$
|
50
|
|
|
|
||
Assets acquired
|
|
||
Cash and cash equivalents
|
$
|
4
|
|
Receivables, net
|
—
|
|
|
Goodwill
|
34
|
|
|
Intangible assets, net
|
22
|
|
|
Fixed assets, net
|
1
|
|
|
Other assets
|
13
|
|
|
Total assets acquired
|
74
|
|
|
Liabilities assumed
|
|
||
Current liabilities
|
18
|
|
|
Other non-current liabilities
|
6
|
|
|
Total liabilities assumed
|
24
|
|
|
Net assets acquired
|
$
|
50
|
|
Balance as of January 1, 2018
|
$
|
8,358
|
|
Goodwill related to current year acquisitions
|
38
|
|
|
Goodwill related to disposals
|
(2
|
)
|
|
Goodwill related to prior year acquisitions
|
4
|
|
|
Foreign currency translation
|
(227
|
)
|
|
Balance as of December 31, 2018
|
$
|
8,171
|
|
Goodwill related to current year acquisitions
|
34
|
|
|
Goodwill related to disposals
|
(11
|
)
|
|
Goodwill related to prior year acquisitions
|
2
|
|
|
Foreign currency translation
|
(31
|
)
|
|
Balance as of December 31, 2019
|
$
|
8,165
|
|
|
As of December 31
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Amortization and Impairment
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization and Impairment
|
|
Net
Carrying
Amount
|
||||||||||||
Customer-related and contract-based
|
$
|
2,264
|
|
|
$
|
1,600
|
|
|
$
|
664
|
|
|
$
|
2,240
|
|
|
$
|
1,444
|
|
|
$
|
796
|
|
Tradenames
|
1,029
|
|
|
956
|
|
|
73
|
|
|
1,027
|
|
|
740
|
|
|
287
|
|
||||||
Technology and other
|
380
|
|
|
334
|
|
|
46
|
|
|
391
|
|
|
325
|
|
|
66
|
|
||||||
Total
|
$
|
3,673
|
|
|
$
|
2,890
|
|
|
$
|
783
|
|
|
$
|
3,658
|
|
|
$
|
2,509
|
|
|
$
|
1,149
|
|
|
|
Estimated Future Amortization
|
||
For the years ended
|
|
|||
2020
|
|
$
|
223
|
|
2021
|
|
127
|
|
|
2022
|
|
86
|
|
|
2023
|
|
76
|
|
|
2024
|
|
59
|
|
|
Thereafter
|
|
212
|
|
|
Total
|
|
$
|
783
|
|
As of December 31
|
2019
|
|
2018
|
||||
Commercial paper
|
$
|
112
|
|
|
$
|
250
|
|
5.00% Senior Notes due September 2020
|
600
|
|
|
599
|
|
||
2.80% Senior Notes due March 2021
|
399
|
|
|
398
|
|
||
2.20% Senior Notes due November 2022
|
497
|
|
|
—
|
|
||
4.00% Senior Notes due November 2023
|
348
|
|
|
348
|
|
||
3.50% Senior Notes due June 2024
|
597
|
|
|
596
|
|
||
3.875% Senior Notes due December 2025
|
746
|
|
|
746
|
|
||
2.875% Senior Notes due May 2026 (EUR 500M)
|
550
|
|
|
562
|
|
||
8.205% Junior Subordinated Notes due January 2027
|
521
|
|
|
521
|
|
||
4.50% Senior Notes due December 2028
|
346
|
|
|
347
|
|
||
3.75% Senior Notes due May 2029
|
744
|
|
|
—
|
|
||
6.25% Senior Notes due September 2040
|
296
|
|
|
296
|
|
||
4.25% Senior Notes due December 2042
|
199
|
|
|
198
|
|
||
4.45% Senior Notes due May 2043
|
246
|
|
|
246
|
|
||
4.60% Senior Notes due June 2044
|
544
|
|
|
544
|
|
||
4.75% Senior Notes due May 2045
|
593
|
|
|
592
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total debt
|
7,339
|
|
|
6,244
|
|
||
Less: Short-term debt and current portion of long-term debt
|
712
|
|
|
251
|
|
||
Total long-term debt
|
$
|
6,627
|
|
|
$
|
5,993
|
|
2020
|
$
|
712
|
|
2021
|
400
|
|
|
2022
|
500
|
|
|
2023
|
350
|
|
|
2024
|
600
|
|
|
Thereafter
|
4,882
|
|
|
Total Repayments
|
7,444
|
|
|
Unamortized discounts, premiums, and debt issuance costs
|
(105
|
)
|
|
Total Debt
|
$
|
7,339
|
|
As of December 31
|
|
2019
|
|
2018
|
||||
Commercial paper outstanding
|
|
$
|
112
|
|
|
$
|
250
|
|
Years ended December 31
|
|
2019
|
|
2018
|
||||
Weighted average commercial paper outstanding
|
|
$
|
511
|
|
|
$
|
580
|
|
Weighted average interest rate of commercial paper outstanding
|
|
0.27
|
%
|
|
0.84
|
%
|
As of
|
|
December 31, 2019
|
||
Assets
|
|
|
||
Operating lease assets
|
Operating lease right-of-use assets
|
$
|
929
|
|
Finance lease assets
|
Other non-current assets
|
100
|
|
|
Total lease assets
|
|
$
|
1,029
|
|
|
|
|
||
Liabilities
|
|
|
||
Current lease liabilities
|
|
|
||
Operating
|
Other current liabilities
|
$
|
186
|
|
Finance
|
Other current liabilities
|
24
|
|
|
Non-current lease liabilities
|
|
|
||
Operating
|
Non-current operating lease liabilities
|
944
|
|
|
Finance
|
Other non-current liabilities
|
76
|
|
|
Total lease liabilities
|
|
$
|
1,230
|
|
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
$
|
234
|
|
Finance lease costs
|
|
||
Amortization of leased assets
|
26
|
|
|
Interest on lease liabilities
|
2
|
|
|
Variable lease cost
|
60
|
|
|
Short-term lease cost (1)
|
5
|
|
|
Sublease income
|
(32
|
)
|
|
Net lease cost
|
$
|
295
|
|
As of
|
December 31, 2019
|
|
Weighted average remaining lease term (years)
|
|
|
Operating leases
|
7.9
|
|
Finance leases
|
4.4
|
|
Weighted average discount rate
|
|
|
Operating leases
|
3.2
|
%
|
Finance leases
|
2.0
|
%
|
(1)
|
The Company has recorded non-cash changes in Operating lease ROU assets and Non-current operating lease liabilities through Other assets and liabilities in Cash flows from operations within the Consolidated Statement of Cash Flows.
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
$
|
208
|
|
|
$
|
26
|
|
|
$
|
234
|
|
2021
|
202
|
|
|
26
|
|
|
228
|
|
|||
2022
|
177
|
|
|
20
|
|
|
197
|
|
|||
2023
|
141
|
|
|
18
|
|
|
159
|
|
|||
2024
|
113
|
|
|
15
|
|
|
128
|
|
|||
Thereafter
|
432
|
|
|
—
|
|
|
432
|
|
|||
Total undiscounted future minimum lease payments
|
1,273
|
|
|
105
|
|
|
1,378
|
|
|||
Less: Imputed interest
|
(143
|
)
|
|
(5
|
)
|
|
(148
|
)
|
|||
Present value of lease liabilities
|
$
|
1,130
|
|
|
$
|
100
|
|
|
$
|
1,230
|
|
|
Gross rental commitments
|
|
Rentals from subleases
|
|
Net rental commitments
|
||||||
2019
|
$
|
303
|
|
|
$
|
(34
|
)
|
|
$
|
269
|
|
2020
|
253
|
|
|
(30
|
)
|
|
223
|
|
|||
2021
|
221
|
|
|
(30
|
)
|
|
191
|
|
|||
2022
|
182
|
|
|
(30
|
)
|
|
152
|
|
|||
2023
|
148
|
|
|
(12
|
)
|
|
136
|
|
|||
Thereafter
|
472
|
|
|
(5
|
)
|
|
467
|
|
|||
Total minimum payments required
|
$
|
1,579
|
|
|
$
|
(141
|
)
|
|
$
|
1,438
|
|
Years ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
U.K.
|
$
|
228
|
|
|
$
|
(240
|
)
|
|
$
|
(420
|
)
|
U.S.
|
(219
|
)
|
|
(601
|
)
|
|
(765
|
)
|
|||
Other
|
1,862
|
|
|
2,087
|
|
|
1,870
|
|
|||
Total
|
$
|
1,871
|
|
|
$
|
1,246
|
|
|
$
|
685
|
|
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.K.
|
$
|
20
|
|
|
$
|
21
|
|
|
$
|
1
|
|
U.S. federal
|
22
|
|
|
101
|
|
|
48
|
|
|||
U.S. state and local
|
41
|
|
|
35
|
|
|
18
|
|
|||
Other
|
250
|
|
|
214
|
|
|
201
|
|
|||
Total current tax expense
|
$
|
333
|
|
|
$
|
371
|
|
|
$
|
268
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
U.K.
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
(5
|
)
|
U.S. federal
|
(20
|
)
|
|
(165
|
)
|
|
12
|
|
|||
U.S. state and local
|
(27
|
)
|
|
(56
|
)
|
|
(35
|
)
|
|||
Other
|
(24
|
)
|
|
(23
|
)
|
|
10
|
|
|||
Total deferred tax benefit
|
$
|
(36
|
)
|
|
$
|
(225
|
)
|
|
$
|
(18
|
)
|
Total income tax expense
|
$
|
297
|
|
|
$
|
146
|
|
|
$
|
250
|
|
Years ended December 31
|
2019
|
|
2018
|
|
2017
|
Statutory tax rate
|
19.0%
|
|
19.0%
|
|
19.3%
|
U.S. state income taxes, net of U.S. federal benefit
|
0.5
|
|
(0.4)
|
|
(1.5)
|
Taxes on international operations (1)
|
(6.0)
|
|
(7.3)
|
|
(30.3)
|
Nondeductible expenses
|
1.6
|
|
2.7
|
|
3.4
|
Adjustments to prior year tax requirements
|
0.1
|
|
0.9
|
|
2.0
|
Adjustments to valuation allowances
|
1.8
|
|
3.8
|
|
(1.8)
|
Change in uncertain tax positions
|
2.2
|
|
0.9
|
|
1.6
|
Excess tax benefits related to shared based compensation (2)
|
(2.8)
|
|
(3.6)
|
|
(8.0)
|
U.S. Tax Reform impact (3)
|
(0.3)
|
|
7.1
|
|
51.2
|
Loss on disposition
|
—
|
|
(10.2)
|
|
—
|
Other — net
|
(0.2)
|
|
(1.2)
|
|
0.6
|
Effective tax rate
|
15.9%
|
|
11.7%
|
|
36.5%
|
(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 19.0%, 19.0% and 19.3% at December 31, 2019, 2018, and 2017, 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 and the tax holiday in Singapore. The impact decreased from 2017 to 2018 primarily as a result of the decrease in the U.S. federal tax rate.
|
(2)
|
With the adoption of ASU 2016-09 in 2017, excess tax benefits and deficiencies from share-based payment transactions are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Income.
|
(3)
|
The impact of the Tax Reform Act including the Transition Tax, the re-measurement of U.S. deferred tax assets and liabilities from 35% to 21%, withholding tax accruals, and the allocation of tax benefit between continuing operations and discontinued operations related to utilization of foreign tax credits.
|
As of December 31
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss, capital loss, interest, and tax credit carryforwards
|
$
|
440
|
|
|
$
|
563
|
|
Employee benefit plans
|
373
|
|
|
351
|
|
||
Lease liabilities
|
247
|
|
|
—
|
|
||
Accrued interest
|
116
|
|
|
—
|
|
||
Other accrued expenses
|
68
|
|
|
98
|
|
||
Investment basis differences
|
28
|
|
|
28
|
|
||
Deferred revenue
|
24
|
|
|
29
|
|
||
Lease and service guarantees
|
3
|
|
|
5
|
|
||
Other
|
57
|
|
|
46
|
|
||
Total
|
1,356
|
|
|
1,120
|
|
||
Valuation allowance on deferred tax assets
|
(200
|
)
|
|
(171
|
)
|
||
Total
|
$
|
1,156
|
|
|
$
|
949
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangibles and property, plant and equipment
|
$
|
(251
|
)
|
|
$
|
(310
|
)
|
Lease right-of-use asset
|
(219
|
)
|
|
—
|
|
||
Deferred costs
|
(128
|
)
|
|
(143
|
)
|
||
Unremitted earnings
|
(28
|
)
|
|
(30
|
)
|
||
Unrealized foreign exchange gains
|
(26
|
)
|
|
(26
|
)
|
||
Other accrued expenses
|
(25
|
)
|
|
(36
|
)
|
||
Other
|
(33
|
)
|
|
(24
|
)
|
||
Total
|
$
|
(710
|
)
|
|
$
|
(569
|
)
|
Net deferred tax asset
|
$
|
446
|
|
|
$
|
380
|
|
As of December 31
|
2019
|
|
2018
|
||||
Deferred tax assets — non-current
|
$
|
645
|
|
|
$
|
561
|
|
Deferred tax liabilities — non-current
|
(199
|
)
|
|
(181
|
)
|
||
Net deferred tax asset
|
$
|
446
|
|
|
$
|
380
|
|
As of December 31
|
2019
|
|
2018
|
||||
U.K.
|
|
|
|
||||
Operating loss carryforwards
|
$
|
438
|
|
|
$
|
541
|
|
Capital loss carryforwards
|
$
|
411
|
|
|
$
|
400
|
|
Interest carryforwards
|
$
|
203
|
|
|
$
|
53
|
|
|
|
|
|
||||
U.S.
|
|
|
|
||||
Federal operating loss carryforwards
|
$
|
1
|
|
|
$
|
2
|
|
Federal capital loss carryforwards
|
$
|
112
|
|
|
$
|
367
|
|
Federal interest carryforwards
|
$
|
355
|
|
|
$
|
424
|
|
|
|
|
|
||||
State operating loss carryforwards
|
$
|
376
|
|
|
$
|
315
|
|
State capital loss carryforwards
|
$
|
123
|
|
|
$
|
221
|
|
State interest carryforwards
|
$
|
172
|
|
|
$
|
227
|
|
|
|
|
|
||||
Other Non-U.S.
|
|
|
|
||||
Operating loss carryforwards
|
$
|
308
|
|
|
$
|
369
|
|
Capital loss carryforwards
|
$
|
29
|
|
|
$
|
30
|
|
Interest carryforwards
|
$
|
159
|
|
|
$
|
186
|
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
279
|
|
|
$
|
280
|
|
Additions based on tax positions related to the current year
|
23
|
|
|
18
|
|
||
Additions for tax positions of prior years
|
12
|
|
|
10
|
|
||
Reductions for tax positions of prior years
|
(5
|
)
|
|
(24
|
)
|
||
Settlements
|
(5
|
)
|
|
—
|
|
||
Business combinations
|
—
|
|
|
1
|
|
||
Lapse of statute of limitations
|
(5
|
)
|
|
(6
|
)
|
||
Foreign currency translation
|
—
|
|
|
—
|
|
||
Balance at December 31
|
$
|
299
|
|
|
$
|
279
|
|
|
|
Twelve months ended December 31
|
||||||
|
|
2019
|
|
2018
|
||||
Shares repurchased
|
|
10.5
|
|
|
10.0
|
|
||
Average price per share
|
|
$
|
186.33
|
|
|
$
|
143.94
|
|
Costs recorded to retained earnings
|
|
|
|
|
||||
Total repurchase cost
|
|
$
|
1,950
|
|
|
$
|
1,447
|
|
Additional associated costs
|
|
10
|
|
|
7
|
|
||
Total costs recorded to retained earnings
|
|
$
|
1,960
|
|
|
$
|
1,454
|
|
|
Change in Fair Value of Financial Instruments (1)
|
|
Foreign Currency Translation Adjustments
|
|
Postretirement Benefit Obligation (2)
|
|
Total
|
||||||||
Balance at January 1, 2017
|
$
|
(37
|
)
|
|
$
|
(1,264
|
)
|
|
$
|
(2,611
|
)
|
|
$
|
(3,912
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
18
|
|
|
397
|
|
|
(220
|
)
|
|
195
|
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
(5
|
)
|
|
55
|
|
|
47
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
15
|
|
|
392
|
|
|
(165
|
)
|
|
242
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(2
|
)
|
|
(7
|
)
|
|
236
|
|
|
227
|
|
||||
Tax benefit (expense)
|
(1
|
)
|
|
—
|
|
|
(52
|
)
|
|
(53
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
(3
|
)
|
|
(7
|
)
|
|
184
|
|
|
174
|
|
||||
Net current period other comprehensive income (loss)
|
12
|
|
|
385
|
|
|
19
|
|
|
416
|
|
||||
Balance at December 31, 2017
|
(25
|
)
|
|
(879
|
)
|
|
(2,592
|
)
|
|
(3,496
|
)
|
||||
Adoption of new accounting guidance (3)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at January 1, 2018
|
(26
|
)
|
|
(879
|
)
|
|
(2,592
|
)
|
|
(3,497
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(15
|
)
|
|
(437
|
)
|
|
(124
|
)
|
|
(576
|
)
|
||||
Tax benefit (expense)
|
18
|
|
|
(3
|
)
|
|
28
|
|
|
43
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
3
|
|
|
(440
|
)
|
|
(96
|
)
|
|
(533
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
11
|
|
|
—
|
|
|
146
|
|
|
157
|
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
—
|
|
|
(33
|
)
|
|
(36
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
8
|
|
|
—
|
|
|
113
|
|
|
121
|
|
||||
Net current period other comprehensive income (loss)
|
11
|
|
|
(440
|
)
|
|
17
|
|
|
(412
|
)
|
||||
Balance at December 31, 2018
|
(15
|
)
|
|
(1,319
|
)
|
|
(2,575
|
)
|
|
(3,909
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(10
|
)
|
|
15
|
|
|
(287
|
)
|
|
(282
|
)
|
||||
Tax benefit (expense)
|
1
|
|
|
(1
|
)
|
|
58
|
|
|
58
|
|
||||
Other comprehensive income (loss) before reclassifications, net
|
(9
|
)
|
|
14
|
|
|
(229
|
)
|
|
(224
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
14
|
|
|
—
|
|
|
109
|
|
|
123
|
|
||||
Tax benefit (expense)
|
(2
|
)
|
|
—
|
|
|
(21
|
)
|
|
(23
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net
|
12
|
|
|
—
|
|
|
88
|
|
|
100
|
|
||||
Net current period other comprehensive income (loss)
|
3
|
|
|
14
|
|
|
(141
|
)
|
|
(124
|
)
|
||||
Balance at December 31, 2019
|
$
|
(12
|
)
|
|
$
|
(1,305
|
)
|
|
$
|
(2,716
|
)
|
|
$
|
(4,033
|
)
|
(1)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Revenue, Interest expense, and Compensation and benefits in the accompanying Consolidated Statements of Income. See Note 15 “Derivatives and Hedging” for additional information regarding the Company’s derivative and hedging activity.
|
(2)
|
Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense).
|
(3)
|
Refer to Note 2 “Summary of Significant Accounting Principles and Practices ” for further information.
|
Years ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
98
|
|
|
$
|
98
|
|
|
$
|
105
|
|
U.K.
|
41
|
|
|
45
|
|
|
43
|
|
|||
Netherlands and Canada
|
25
|
|
|
25
|
|
|
25
|
|
|||
Total
|
$
|
164
|
|
|
$
|
168
|
|
|
$
|
173
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
(millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
4,129
|
|
|
$
|
4,893
|
|
|
$
|
2,877
|
|
|
$
|
3,155
|
|
|
$
|
1,271
|
|
|
$
|
1,401
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
109
|
|
|
109
|
|
|
108
|
|
|
99
|
|
|
27
|
|
|
27
|
|
||||||
Plan amendment
|
10
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(22
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
594
|
|
|
(297
|
)
|
|
373
|
|
|
(221
|
)
|
|
177
|
|
|
(47
|
)
|
||||||
Benefit payments
|
(168
|
)
|
|
(160
|
)
|
|
(166
|
)
|
|
(156
|
)
|
|
(42
|
)
|
|
(43
|
)
|
||||||
Foreign currency impact
|
127
|
|
|
(253
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(67
|
)
|
||||||
As of December 31
|
$
|
4,779
|
|
|
$
|
4,129
|
|
|
$
|
3,192
|
|
|
$
|
2,877
|
|
|
$
|
1,425
|
|
|
$
|
1,271
|
|
Accumulated benefit obligation at end of year
|
$
|
4,779
|
|
|
$
|
4,129
|
|
|
$
|
3,192
|
|
|
$
|
2,877
|
|
|
$
|
1,391
|
|
|
$
|
1,247
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
At January 1
|
$
|
5,225
|
|
|
$
|
5,906
|
|
|
$
|
1,796
|
|
|
$
|
1,958
|
|
|
$
|
1,155
|
|
|
$
|
1,256
|
|
Actual return on plan assets
|
687
|
|
|
(125
|
)
|
|
398
|
|
|
(141
|
)
|
|
182
|
|
|
(19
|
)
|
||||||
Employer contributions
|
78
|
|
|
97
|
|
|
38
|
|
|
135
|
|
|
19
|
|
|
20
|
|
||||||
Settlements
|
(22
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(168
|
)
|
|
(160
|
)
|
|
(166
|
)
|
|
(156
|
)
|
|
(42
|
)
|
|
(43
|
)
|
||||||
Foreign currency impact
|
159
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(59
|
)
|
||||||
As of December 31
|
$
|
5,959
|
|
|
$
|
5,225
|
|
|
$
|
2,066
|
|
|
$
|
1,796
|
|
|
$
|
1,303
|
|
|
$
|
1,155
|
|
Market related value at end of year
|
$
|
5,959
|
|
|
$
|
5,225
|
|
|
$
|
1,969
|
|
|
$
|
1,981
|
|
|
$
|
1,303
|
|
|
$
|
1,155
|
|
Amount recognized in Statement of Financial Position as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
1,180
|
|
|
$
|
1,096
|
|
|
$
|
(1,126
|
)
|
|
$
|
(1,081
|
)
|
|
$
|
(122
|
)
|
|
$
|
(116
|
)
|
Unrecognized prior-service cost
|
40
|
|
|
30
|
|
|
1
|
|
|
3
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Unrecognized loss
|
1,204
|
|
|
1,106
|
|
|
1,762
|
|
|
1,705
|
|
|
460
|
|
|
440
|
|
||||||
Net amount recognized
|
$
|
2,424
|
|
|
$
|
2,232
|
|
|
$
|
637
|
|
|
$
|
627
|
|
|
$
|
332
|
|
|
$
|
317
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Prepaid benefit cost (1)
|
$
|
1,200
|
|
|
$
|
1,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability - current (2)
|
(1
|
)
|
|
(1
|
)
|
|
(50
|
)
|
|
(46
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Accrued benefit liability - non-current (3)
|
(19
|
)
|
|
(16
|
)
|
|
(1,076
|
)
|
|
(1,035
|
)
|
|
(117
|
)
|
|
(111
|
)
|
||||||
Accumulated other comprehensive loss
|
1,244
|
|
|
1,136
|
|
|
1,763
|
|
|
1,708
|
|
|
454
|
|
|
433
|
|
||||||
Net amount recognized
|
$
|
2,424
|
|
|
$
|
2,232
|
|
|
$
|
637
|
|
|
$
|
627
|
|
|
$
|
332
|
|
|
$
|
317
|
|
(1)
|
Included in Prepaid pension
|
(2)
|
Included in Other current liabilities
|
(3)
|
Included in Pension, other postretirement, and postemployment liabilities
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Net loss
|
$
|
1,204
|
|
|
$
|
1,106
|
|
|
$
|
1,762
|
|
|
$
|
1,705
|
|
|
$
|
460
|
|
|
$
|
440
|
|
Prior service cost (income)
|
40
|
|
|
30
|
|
|
1
|
|
|
3
|
|
|
(6
|
)
|
|
(7
|
)
|
||||||
Total
|
$
|
1,244
|
|
|
$
|
1,136
|
|
|
$
|
1,763
|
|
|
$
|
1,708
|
|
|
$
|
454
|
|
|
$
|
433
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
109
|
|
|
109
|
|
|
123
|
|
|
108
|
|
|
99
|
|
|
96
|
|
|
27
|
|
|
27
|
|
|
26
|
|
|||||||||
Expected return on plan assets, net of administration expenses
|
(191
|
)
|
|
(192
|
)
|
|
(199
|
)
|
|
(136
|
)
|
|
(144
|
)
|
|
(140
|
)
|
|
(40
|
)
|
|
(45
|
)
|
|
(47
|
)
|
|||||||||
Amortization of prior-service cost
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
29
|
|
|
28
|
|
|
31
|
|
|
53
|
|
|
59
|
|
|
50
|
|
|
12
|
|
|
12
|
|
|
11
|
|
|||||||||
Net periodic benefit (income) cost
|
(52
|
)
|
|
(54
|
)
|
|
(44
|
)
|
|
27
|
|
|
16
|
|
|
8
|
|
|
(1
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|||||||||
Settlement expense
|
5
|
|
|
37
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total net periodic benefit cost (income)
|
$
|
(47
|
)
|
|
$
|
(17
|
)
|
|
$
|
81
|
|
|
$
|
27
|
|
|
$
|
16
|
|
|
$
|
8
|
|
|
$
|
(1
|
)
|
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
U.K.
|
|
U.S. (1)
|
|
Other
|
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Discount rate
|
2.09%
|
|
2.95%
|
|
2.72 - 3.17%
|
|
3.92 - 4.26%
|
|
0.91 - 3.10%
|
|
1.89 - 3.88%
|
Rate of compensation increase
|
3.24 - 3.74%
|
|
3.73 - 4.23%
|
|
N/A
|
|
N/A
|
|
1.00 - 3.00%
|
|
1.00 - 3.00%
|
Underlying price inflation
|
1.78%
|
|
1.88%
|
|
N/A
|
|
N/A
|
|
2.00%
|
|
2.00%
|
(1)
|
U.S. pension plans are frozen and therefore not impacted by compensation increases or price inflation.
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
Discount rate
|
2.95%
|
|
2.63%
|
|
2.77%
|
|
3.92 - 4.26%
|
|
3.27 - 3.61%
|
|
3.53 - 4.11%
|
|
1.89 - 3.88%
|
|
1.78 - 3.39%
|
|
1.85 - 3.81%
|
Expected return on plan assets, net of administration expenses
|
3.64%
|
|
3.34%
|
|
3.36%
|
|
7.05%
|
|
7.71%
|
|
7.88%
|
|
2.50 - 4.10%
|
|
1.70 - 4.85%
|
|
2.68 - 5.15%
|
Rate of compensation increase
|
3.73 - 4.23%
|
|
3.70 - 4.20%
|
|
3.70 - 4.20%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
1.00 - 3.00%
|
|
1.00 - 3.00%
|
|
1.00 - 3.50%
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2019
|
|
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)
|
$
|
77
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
195
|
|
|
195
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Pooled funds (2)
|
583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
||||
Government and agency bonds
|
199
|
|
|
162
|
|
|
37
|
|
|
—
|
|
||||
Asset-backed securities
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Pooled funds (2)
|
545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (3)
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (4)
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,066
|
|
|
$
|
434
|
|
|
$
|
190
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 property funds and trusts holding direct real estate investments.
|
(4)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Asset Category
|
Balance at December 31, 2018
|
|
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)
|
$
|
130
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
384
|
|
|
384
|
|
|
—
|
|
|
—
|
|
||||
Equity derivatives
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Pooled funds (2)
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
||||
Government and agency bonds
|
126
|
|
|
95
|
|
|
31
|
|
|
—
|
|
||||
Asset-backed securities
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Pooled funds (2)
|
417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate and REITs (3)
|
78
|
|
|
78
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (4)
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,796
|
|
|
$
|
687
|
|
|
$
|
130
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 exchange traded real estate investment trusts (“REITs”).
|
(4)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2019
|
|
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)
|
$
|
81
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|||||||
Pooled funds (2)
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Derivatives (3)
|
(1,205
|
)
|
|
—
|
|
|
(1,205
|
)
|
|
—
|
|
||||
Government and agency bonds
|
2,667
|
|
|
2,667
|
|
|
—
|
|
|
—
|
|
||||
Annuities
|
1,849
|
|
|
—
|
|
|
—
|
|
|
1,849
|
|
||||
Pooled funds (2)
|
1,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (4)
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (5)
|
782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,959
|
|
|
$
|
2,748
|
|
|
$
|
(1,205
|
)
|
|
$
|
1,849
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 equity securities and equity derivatives, including repurchase agreements.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
(5)
|
Consists of limited partnerships, private equity, and hedge funds.
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2018
|
|
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)
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds (2)
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives (3)
|
(949
|
)
|
|
—
|
|
|
(949
|
)
|
|
—
|
|
||||
Corporate bonds
|
367
|
|
|
—
|
|
|
367
|
|
|
—
|
|
||||
Government and agency bonds
|
2,079
|
|
|
2,079
|
|
|
—
|
|
|
—
|
|
||||
Annuities
|
1,688
|
|
|
—
|
|
|
—
|
|
|
1,688
|
|
||||
Pooled funds (2)
|
889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Real estate (2) (4)
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Alternative investments (2) (5)
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
5,225
|
|
|
$
|
2,175
|
|
|
$
|
(582
|
)
|
|
$
|
1,688
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 equity securities and equity derivatives, including repurchase agreements.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
(5)
|
Consists of limited partnerships, private equity, and hedge funds.
|
Fair Value Measurements Using Level 3 Inputs
|
Annuities
|
||
Balance at January 1, 2018
|
$
|
1,909
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2018
|
(122
|
)
|
|
Purchases, sales and settlements—net
|
7
|
|
|
Foreign exchange
|
(106
|
)
|
|
Balance at December 31, 2018
|
1,688
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at December 31, 2019
|
113
|
|
|
Foreign exchange
|
48
|
|
|
Balance at December 31, 2019
|
$
|
1,849
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2019
|
|
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)
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds (2)
|
323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds (2)
|
907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments (2) (3)
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate (2) (4)
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,303
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 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, 2018
|
|
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)
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investments:
|
|
|
|
|
|
|
|
||||||||
Pooled funds (2)
|
281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Pooled funds (2)
|
782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Alternative investments (2) (3)
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate (2) (4)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,155
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
—
|
|
(1)
|
Consists of cash and institutional short-term investment funds.
|
(2)
|
Certain investments 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 limited partnerships, private equity, and hedge funds.
|
(4)
|
Consists of property funds and trusts holding direct real estate investments.
|
|
|
U.K.
|
|
U.S.
|
|
Other
|
||||||
2020
|
|
$
|
164
|
|
|
$
|
186
|
|
|
$
|
43
|
|
2021
|
|
$
|
154
|
|
|
$
|
190
|
|
|
$
|
44
|
|
2022
|
|
$
|
160
|
|
|
$
|
192
|
|
|
$
|
46
|
|
2023
|
|
$
|
167
|
|
|
$
|
189
|
|
|
$
|
46
|
|
2024
|
|
$
|
172
|
|
|
$
|
181
|
|
|
$
|
47
|
|
2025 – 2029
|
|
$
|
913
|
|
|
$
|
887
|
|
|
$
|
252
|
|
|
2019
|
|
2018
|
||||
Accumulated projected benefit obligation
|
$
|
103
|
|
|
$
|
91
|
|
Fair value of plan assets
|
16
|
|
|
14
|
|
||
Funded status
|
(87
|
)
|
|
(77
|
)
|
||
Unrecognized prior-service credit
|
(1
|
)
|
|
(1
|
)
|
||
Unrecognized (gain) loss
|
3
|
|
|
(6
|
)
|
||
Net amount recognized
|
$
|
(85
|
)
|
|
$
|
(84
|
)
|
|
2019
|
|
2018
|
|
2017
|
Net periodic benefit cost recognized (millions)
|
$3
|
|
$3
|
|
$1
|
Weighted-average discount rate used to determine future benefit obligations
|
2.93 - 3.25%
|
|
3.91 - 4.26%
|
|
3.32 - 3.64%
|
Weighted-average discount rate used to determine net periodic benefit costs
|
3.91 - 4.26%
|
|
3.32 - 3.64%
|
|
3.71 - 4.15%
|
•
|
The amount in Accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2020 is $0.2 million and $0.8 million of prior service credit and net gain, respectively.
|
•
|
To contribute $4 million to fund significant other postretirement benefit plans during 2020.
|
•
|
Estimated future benefit payments will be approximately $5 million each year for 2020 through 2024, and $25 million in aggregate for 2025-2029.
|
Years ended December 31
|
2019
|
|
2018
|
|
2017
|
||||||
Restricted share units (“RSUs”)
|
$
|
198
|
|
|
$
|
186
|
|
|
$
|
182
|
|
Performance share awards (“PSAs”)
|
110
|
|
|
143
|
|
|
127
|
|
|||
Employee share purchase plans
|
9
|
|
|
9
|
|
|
10
|
|
|||
Total share-based compensation expense
|
317
|
|
|
338
|
|
|
319
|
|
|||
Tax benefit
|
66
|
|
|
74
|
|
|
73
|
|
|||
Share-based compensation expense, net of tax
|
$
|
251
|
|
|
$
|
264
|
|
|
$
|
246
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Years ended December 31
|
Shares
|
|
Fair Value at Date of Grant (1)
|
|
Shares
|
|
Fair Value at Date of Grant (1)
|
|
Shares
|
|
Fair Value at Date of Grant (1)
|
|||||||||
Non-vested at beginning of year
|
4,208
|
|
|
$
|
120
|
|
|
4,849
|
|
|
$
|
104
|
|
|
6,195
|
|
|
$
|
89
|
|
Granted
|
1,306
|
|
|
$
|
175
|
|
|
1,500
|
|
|
$
|
141
|
|
|
1,700
|
|
|
$
|
123
|
|
Vested
|
(1,661
|
)
|
|
$
|
113
|
|
|
(1,943
|
)
|
|
$
|
97
|
|
|
(2,407
|
)
|
|
$
|
82
|
|
Forfeited
|
(219
|
)
|
|
$
|
131
|
|
|
(198
|
)
|
|
$
|
114
|
|
|
(639
|
)
|
|
$
|
93
|
|
Non-vested at end of year
|
3,634
|
|
|
$
|
143
|
|
|
4,208
|
|
|
$
|
120
|
|
|
4,849
|
|
|
$
|
104
|
|
(1)
|
Represents per share weighted average fair value of award at date of grant.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Target PSAs granted during period
|
467
|
|
|
564
|
|
|
548
|
|
|||
Weighted average fair value per share at date of grant
|
$
|
165
|
|
|
$
|
134
|
|
|
$
|
114
|
|
Number of shares that would be issued based on current performance levels
|
453
|
|
|
818
|
|
|
1,057
|
|
|||
Unamortized expense, based on current performance levels
|
$
|
50
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
Notional Amount
|
|
Net Amount of Derivative Assets Presented in the Statements of Financial Position (1)
|
|
Net Amount of Derivative Liabilities Presented in the Statements of Financial Position (2)
|
||||||||||||||||||
As of December 31
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounted for as hedges
|
$
|
579
|
|
|
$
|
646
|
|
|
$
|
16
|
|
|
$
|
17
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Not accounted for as hedges (3)
|
297
|
|
|
269
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
6
|
|
||||||
Total
|
$
|
876
|
|
|
$
|
915
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
1
|
|
|
$
|
8
|
|
(1)
|
Included within Other current assets ($7 million in 2019 and $3 million in 2018) or Other non-current assets ($11 million in 2019 and $15 million in 2018).
|
(2)
|
Included within Other current liabilities ($1 million in 2019 and $5 million in 2018) or Other non-current liabilities ($3 million in 2018).
|
(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.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
(Loss) Gain recognized in Accumulated other comprehensive loss
|
|
$
|
(9
|
)
|
|
$
|
(18
|
)
|
|
$
|
18
|
|
|
|
Years Ended December 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenue (1)
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensation and benefits
|
|
(1
|
)
|
|
1
|
|
|
14
|
|
|||
Other general expense
|
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|||
Interest expense
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Other income (expense) (1)
|
|
—
|
|
|
(8
|
)
|
|
(9
|
)
|
|||
Total
|
|
$
|
(14
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1
|
)
|
(1)
|
With the adoption of new hedge accounting guidance in the first quarter of 2019, gains (losses) on derivatives accounted for as hedges are recognized in Total revenue in the Company’s Consolidated Statement of Income rather than Other income (expense). Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for additional details.
|
•
|
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, 2019
|
|
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)
|
$
|
2,007
|
|
|
$
|
2,007
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Equity investments
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Derivatives (2)
|
|
|
|
|
|
|
|
||||||||
Gross foreign exchange contracts
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
|
|
|
|
|
|
|
||||||||
Gross foreign exchange contracts
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Balance at December 31, 2018
|
|
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)
|
$
|
1,759
|
|
|
$
|
1,759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other investments
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Equity investments
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Derivatives (2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross foreign exchange contracts
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives (2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross foreign exchange contracts
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
(1)
|
Included within Fiduciary assets or Short-term investments in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
|
(2)
|
Refer to Note 15 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
|
|
2019
|
|
2018
|
||||||||||||
As of December 31
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Current portion of long-term debt
|
$
|
600
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
$
|
6,627
|
|
|
$
|
7,442
|
|
|
$
|
5,993
|
|
|
$
|
6,159
|
|
Years ended December 31
|
Total
|
|
United
States
|
|
Americas other
than U.S.
|
|
United
Kingdom
|
|
Europe, Middle East, & Africa
|
|
Asia
Pacific
|
||||||||||||
2019(1)
|
$
|
1,550
|
|
|
$
|
686
|
|
|
$
|
145
|
|
|
$
|
225
|
|
|
$
|
319
|
|
|
$
|
175
|
|
2018
|
$
|
588
|
|
|
$
|
288
|
|
|
$
|
44
|
|
|
$
|
58
|
|
|
$
|
101
|
|
|
$
|
97
|
|
(1)
|
In the first quarter of 2019, Aon adopted new accounting guidance related to the treatment of leases which was applied under the modified retrospective approach. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” for further information.
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,013
|
|
|
$
|
—
|
|
|
$
|
11,013
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
49
|
|
|
20
|
|
|
5,985
|
|
|
—
|
|
|
6,054
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
|
494
|
|
|||||
Premises
|
|
—
|
|
|
23
|
|
|
316
|
|
|
—
|
|
|
339
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
|||||
Other general expense
|
|
10
|
|
|
4
|
|
|
1,379
|
|
|
—
|
|
|
1,393
|
|
|||||
Total operating expenses
|
|
59
|
|
|
47
|
|
|
8,738
|
|
|
—
|
|
|
8,844
|
|
|||||
Operating income (loss)
|
|
(59
|
)
|
|
(47
|
)
|
|
2,275
|
|
|
—
|
|
|
2,169
|
|
|||||
Interest income
|
|
—
|
|
|
39
|
|
|
—
|
|
|
(31
|
)
|
|
8
|
|
|||||
Interest expense
|
|
(188
|
)
|
|
(133
|
)
|
|
(17
|
)
|
|
31
|
|
|
(307
|
)
|
|||||
Intercompany interest income (expense)
|
|
21
|
|
|
(464
|
)
|
|
443
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
185
|
|
|
(362
|
)
|
|
177
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
18
|
|
|
(60
|
)
|
|
51
|
|
|
(8
|
)
|
|
1
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(23
|
)
|
|
(1,027
|
)
|
|
2,929
|
|
|
(8
|
)
|
|
1,871
|
|
|||||
Income tax expense (benefit)
|
|
(12
|
)
|
|
(182
|
)
|
|
491
|
|
|
—
|
|
|
297
|
|
|||||
Net income (loss) from continuing operations
|
|
(11
|
)
|
|
(845
|
)
|
|
2,438
|
|
|
(8
|
)
|
|
1,574
|
|
|||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(11
|
)
|
|
(845
|
)
|
|
2,437
|
|
|
(8
|
)
|
|
1,573
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,551
|
|
|
1,254
|
|
|
409
|
|
|
(3,214
|
)
|
|
—
|
|
|||||
Net income
|
|
1,540
|
|
|
409
|
|
|
2,846
|
|
|
(3,222
|
)
|
|
1,573
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,540
|
|
|
$
|
409
|
|
|
$
|
2,805
|
|
|
$
|
(3,222
|
)
|
|
$
|
1,532
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,770
|
|
|
$
|
—
|
|
|
$
|
10,770
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
74
|
|
|
(1
|
)
|
|
6,030
|
|
|
—
|
|
|
6,103
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
484
|
|
|
—
|
|
|
484
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
370
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
593
|
|
|
—
|
|
|
593
|
|
|||||
Other general expense
|
|
4
|
|
|
90
|
|
|
1,406
|
|
|
—
|
|
|
1,500
|
|
|||||
Total operating expenses
|
|
78
|
|
|
89
|
|
|
9,059
|
|
|
—
|
|
|
9,226
|
|
|||||
Operating income (loss)
|
|
(78
|
)
|
|
(89
|
)
|
|
1,711
|
|
|
—
|
|
|
1,544
|
|
|||||
Interest income
|
|
—
|
|
|
58
|
|
|
—
|
|
|
(53
|
)
|
|
5
|
|
|||||
Interest expense
|
|
(203
|
)
|
|
(101
|
)
|
|
(27
|
)
|
|
53
|
|
|
(278
|
)
|
|||||
Intercompany interest income (expense)
|
|
15
|
|
|
(514
|
)
|
|
499
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
65
|
|
|
(373
|
)
|
|
308
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
41
|
|
|
(48
|
)
|
|
3
|
|
|
(21
|
)
|
|
(25
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(160
|
)
|
|
(1,067
|
)
|
|
2,494
|
|
|
(21
|
)
|
|
1,246
|
|
|||||
Income tax expense (benefit)
|
|
(60
|
)
|
|
(192
|
)
|
|
398
|
|
|
—
|
|
|
146
|
|
|||||
Net income (loss) from continuing operations
|
|
(100
|
)
|
|
(875
|
)
|
|
2,096
|
|
|
(21
|
)
|
|
1,100
|
|
|||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(100
|
)
|
|
(875
|
)
|
|
2,170
|
|
|
(21
|
)
|
|
1,174
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,255
|
|
|
1,009
|
|
|
134
|
|
|
(2,398
|
)
|
|
—
|
|
|||||
Net income
|
|
1,155
|
|
|
134
|
|
|
2,304
|
|
|
(2,419
|
)
|
|
1,174
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,155
|
|
|
$
|
134
|
|
|
$
|
2,264
|
|
|
$
|
(2,419
|
)
|
|
$
|
1,134
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,998
|
|
|
$
|
—
|
|
|
$
|
9,998
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
|
150
|
|
|
26
|
|
|
5,827
|
|
|
—
|
|
|
6,003
|
|
|||||
Information technology
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|||||
Premises
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|||||
Depreciation of fixed assets
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
|||||
Amortization and impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
|||||
Other general expense
|
|
12
|
|
|
20
|
|
|
1,240
|
|
|
—
|
|
|
1,272
|
|
|||||
Total operating expenses
|
|
162
|
|
|
46
|
|
|
8,725
|
|
|
—
|
|
|
8,933
|
|
|||||
Operating income (loss)
|
|
(162
|
)
|
|
(46
|
)
|
|
1,273
|
|
|
—
|
|
|
1,065
|
|
|||||
Interest income
|
|
—
|
|
|
52
|
|
|
4
|
|
|
(29
|
)
|
|
27
|
|
|||||
Interest expense
|
|
(202
|
)
|
|
(94
|
)
|
|
(15
|
)
|
|
29
|
|
|
(282
|
)
|
|||||
Intercompany interest income (expense)
|
|
14
|
|
|
(543
|
)
|
|
529
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany other income (expense)
|
|
282
|
|
|
(385
|
)
|
|
103
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)
|
|
(62
|
)
|
|
12
|
|
|
(93
|
)
|
|
18
|
|
|
(125
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
(130
|
)
|
|
(1,004
|
)
|
|
1,801
|
|
|
18
|
|
|
685
|
|
|||||
Income tax expense (benefit)
|
|
(43
|
)
|
|
(110
|
)
|
|
403
|
|
|
—
|
|
|
250
|
|
|||||
Net income (loss) from continuing operations
|
|
(87
|
)
|
|
(894
|
)
|
|
1,398
|
|
|
18
|
|
|
435
|
|
|||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
828
|
|
|
—
|
|
|
828
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(87
|
)
|
|
(894
|
)
|
|
2,226
|
|
|
18
|
|
|
1,263
|
|
|||||
Equity in earnings of subsidiaries
|
|
1,295
|
|
|
1,141
|
|
|
247
|
|
|
(2,683
|
)
|
|
—
|
|
|||||
Net income
|
|
1,208
|
|
|
247
|
|
|
2,473
|
|
|
(2,665
|
)
|
|
1,263
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
|
$
|
1,208
|
|
|
$
|
247
|
|
|
$
|
2,436
|
|
|
$
|
(2,665
|
)
|
|
$
|
1,226
|
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,540
|
|
|
$
|
409
|
|
|
$
|
2,846
|
|
|
$
|
(3,222
|
)
|
|
$
|
1,573
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,540
|
|
|
409
|
|
|
2,805
|
|
|
(3,222
|
)
|
|
1,532
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
14
|
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
(44
|
)
|
|
(97
|
)
|
|
—
|
|
|
(141
|
)
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
(41
|
)
|
|
(91
|
)
|
|
8
|
|
|
(124
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(132
|
)
|
|
(131
|
)
|
|
(172
|
)
|
|
435
|
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(132
|
)
|
|
(172
|
)
|
|
(263
|
)
|
|
443
|
|
|
(124
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
1,408
|
|
|
$
|
237
|
|
|
$
|
2,542
|
|
|
$
|
(2,779
|
)
|
|
$
|
1,408
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,155
|
|
|
$
|
134
|
|
|
$
|
2,304
|
|
|
$
|
(2,419
|
)
|
|
$
|
1,174
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,155
|
|
|
134
|
|
|
2,264
|
|
|
(2,419
|
)
|
|
1,134
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(465
|
)
|
|
21
|
|
|
(444
|
)
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
(2
|
)
|
|
19
|
|
|
—
|
|
|
17
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
(2
|
)
|
|
(435
|
)
|
|
21
|
|
|
(416
|
)
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
(433
|
)
|
|
(415
|
)
|
|
(417
|
)
|
|
1,265
|
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
(433
|
)
|
|
(417
|
)
|
|
(848
|
)
|
|
1,286
|
|
|
(412
|
)
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
722
|
|
|
$
|
(283
|
)
|
|
$
|
1,416
|
|
|
$
|
(1,133
|
)
|
|
$
|
722
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
1,208
|
|
|
$
|
247
|
|
|
$
|
2,473
|
|
|
$
|
(2,665
|
)
|
|
$
|
1,263
|
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Net income attributable to Aon shareholders
|
|
1,208
|
|
|
247
|
|
|
2,436
|
|
|
(2,665
|
)
|
|
1,226
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in fair value of financial instruments
|
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
408
|
|
|
(18
|
)
|
|
390
|
|
|||||
Postretirement benefit obligation
|
|
—
|
|
|
(101
|
)
|
|
120
|
|
|
—
|
|
|
19
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
(98
|
)
|
|
537
|
|
|
(18
|
)
|
|
421
|
|
|||||
Equity in other comprehensive income (loss) of subsidiaries, net of tax
|
|
434
|
|
|
515
|
|
|
417
|
|
|
(1,366
|
)
|
|
—
|
|
|||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total other comprehensive income (loss) attributable to Aon shareholders
|
|
434
|
|
|
417
|
|
|
949
|
|
|
(1,384
|
)
|
|
416
|
|
|||||
Comprehensive income (loss) attributable to Aon shareholders
|
|
$
|
1,642
|
|
|
$
|
664
|
|
|
$
|
3,385
|
|
|
$
|
(4,049
|
)
|
|
$
|
1,642
|
|
|
|
As of December 31, 2019
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2,271
|
|
|
$
|
468
|
|
|
$
|
(1,949
|
)
|
|
$
|
790
|
|
Short-term investments
|
|
—
|
|
|
28
|
|
|
110
|
|
|
—
|
|
|
138
|
|
|||||
Receivables, net
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|
—
|
|
|
3,112
|
|
|||||
Fiduciary assets
|
|
—
|
|
|
—
|
|
|
11,834
|
|
|
—
|
|
|
11,834
|
|
|||||
Intercompany receivables
|
|
246
|
|
|
1,214
|
|
|
12,799
|
|
|
(14,259
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
7
|
|
|
595
|
|
|
—
|
|
|
602
|
|
|||||
Total current assets
|
|
246
|
|
|
3,520
|
|
|
28,918
|
|
|
(16,208
|
)
|
|
16,476
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
8,165
|
|
|
—
|
|
|
8,165
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
783
|
|
|
—
|
|
|
783
|
|
|||||
Operating lease right-of-use assets
|
|
—
|
|
|
110
|
|
|
819
|
|
|
—
|
|
|
929
|
|
|||||
Fixed assets, net
|
|
—
|
|
|
—
|
|
|
621
|
|
|
—
|
|
|
621
|
|
|||||
Deferred tax assets
|
|
89
|
|
|
577
|
|
|
169
|
|
|
(190
|
)
|
|
645
|
|
|||||
Intercompany receivables
|
|
868
|
|
|
261
|
|
|
7,046
|
|
|
(8,175
|
)
|
|
—
|
|
|||||
Prepaid pension
|
|
—
|
|
|
7
|
|
|
1,209
|
|
|
—
|
|
|
1,216
|
|
|||||
Other non-current assets
|
|
—
|
|
|
32
|
|
|
538
|
|
|
—
|
|
|
570
|
|
|||||
Investment in subsidiary
|
|
8,899
|
|
|
19,470
|
|
|
(957
|
)
|
|
(27,412
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
10,102
|
|
|
$
|
23,977
|
|
|
$
|
47,311
|
|
|
$
|
(51,985
|
)
|
|
$
|
29,405
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
2,157
|
|
|
$
|
56
|
|
|
$
|
1,675
|
|
|
$
|
(1,949
|
)
|
|
$
|
1,939
|
|
Short-term debt and current portion of long-term debt
|
|
112
|
|
|
600
|
|
|
—
|
|
|
—
|
|
|
712
|
|
|||||
Fiduciary liabilities
|
|
—
|
|
|
—
|
|
|
11,834
|
|
|
—
|
|
|
11,834
|
|
|||||
Intercompany payables
|
|
234
|
|
|
12,978
|
|
|
1,047
|
|
|
(14,259
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
80
|
|
|
1,006
|
|
|
—
|
|
|
1,086
|
|
|||||
Total current liabilities
|
|
2,503
|
|
|
13,714
|
|
|
15,562
|
|
|
(16,208
|
)
|
|
15,571
|
|
|||||
Long-term debt
|
|
4,223
|
|
|
2,404
|
|
|
—
|
|
|
—
|
|
|
6,627
|
|
|||||
Non-current operating lease liabilities
|
|
—
|
|
|
143
|
|
|
801
|
|
|
—
|
|
|
944
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
389
|
|
|
(190
|
)
|
|
199
|
|
|||||
Pension, other postretirement, and other post-employment liabilities
|
|
—
|
|
|
1,348
|
|
|
390
|
|
|
—
|
|
|
1,738
|
|
|||||
Intercompany payables
|
|
—
|
|
|
7,212
|
|
|
963
|
|
|
(8,175
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
|
1
|
|
|
113
|
|
|
763
|
|
|
—
|
|
|
877
|
|
|||||
Total liabilities
|
|
6,727
|
|
|
24,934
|
|
|
18,868
|
|
|
(24,573
|
)
|
|
25,956
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Aon shareholders' equity
|
|
3,375
|
|
|
(957
|
)
|
|
28,369
|
|
|
(27,412
|
)
|
|
3,375
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||
Total equity
|
|
3,375
|
|
|
(957
|
)
|
|
28,443
|
|
|
(27,412
|
)
|
|
3,449
|
|
|||||
Total liabilities and equity
|
|
$
|
10,102
|
|
|
$
|
23,977
|
|
|
$
|
47,311
|
|
|
$
|
(51,985
|
)
|
|
$
|
29,405
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
575
|
|
|
$
|
(781
|
)
|
|
$
|
656
|
|
Short-term investments
|
|
—
|
|
|
56
|
|
|
116
|
|
|
—
|
|
|
172
|
|
|||||
Receivables, net
|
|
—
|
|
|
—
|
|
|
2,760
|
|
|
—
|
|
|
2,760
|
|
|||||
Fiduciary assets
|
|
—
|
|
|
—
|
|
|
10,166
|
|
|
—
|
|
|
10,166
|
|
|||||
Intercompany receivables
|
|
191
|
|
|
897
|
|
|
11,634
|
|
|
(12,722
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
16
|
|
|
602
|
|
|
—
|
|
|
618
|
|
|||||
Total current assets
|
|
191
|
|
|
1,831
|
|
|
25,853
|
|
|
(13,503
|
)
|
|
14,372
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
8,171
|
|
|
—
|
|
|
8,171
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
1,149
|
|
|||||
Fixed assets, net
|
|
—
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
588
|
|
|||||
Deferred tax assets
|
|
94
|
|
|
467
|
|
|
144
|
|
|
(144
|
)
|
|
561
|
|
|||||
Intercompany receivables
|
|
403
|
|
|
261
|
|
|
7,225
|
|
|
(7,889
|
)
|
|
—
|
|
|||||
Prepaid pension
|
|
—
|
|
|
5
|
|
|
1,128
|
|
|
—
|
|
|
1,133
|
|
|||||
Other non-current assets
|
|
1
|
|
|
30
|
|
|
417
|
|
|
—
|
|
|
448
|
|
|||||
Investment in subsidiary
|
|
8,433
|
|
|
19,031
|
|
|
(983
|
)
|
|
(26,481
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
9,122
|
|
|
$
|
21,625
|
|
|
$
|
43,692
|
|
|
$
|
(48,017
|
)
|
|
$
|
26,422
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
274
|
|
|
$
|
70
|
|
|
$
|
2,380
|
|
|
$
|
(781
|
)
|
|
$
|
1,943
|
|
Short-term debt and current portion of long-term debt
|
|
250
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
251
|
|
|||||
Fiduciary liabilities
|
|
—
|
|
|
—
|
|
|
10,166
|
|
|
—
|
|
|
10,166
|
|
|||||
Intercompany payables
|
|
213
|
|
|
11,875
|
|
|
634
|
|
|
(12,722
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
69
|
|
|
867
|
|
|
—
|
|
|
936
|
|
|||||
Total current liabilities
|
|
737
|
|
|
12,014
|
|
|
14,048
|
|
|
(13,503
|
)
|
|
13,296
|
|
|||||
Long-term debt
|
|
4,231
|
|
|
1,762
|
|
|
—
|
|
|
—
|
|
|
5,993
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
—
|
|
|
325
|
|
|
(144
|
)
|
|
181
|
|
|||||
Pension, other postretirement, and other post-employment liabilities
|
|
—
|
|
|
1,275
|
|
|
361
|
|
|
—
|
|
|
1,636
|
|
|||||
Intercompany payables
|
|
—
|
|
|
7,390
|
|
|
499
|
|
|
(7,889
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
|
3
|
|
|
167
|
|
|
927
|
|
|
—
|
|
|
1,097
|
|
|||||
Total liabilities
|
|
4,971
|
|
|
22,608
|
|
|
16,160
|
|
|
(21,536
|
)
|
|
22,203
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Aon shareholders' equity
|
|
4,151
|
|
|
(983
|
)
|
|
27,464
|
|
|
(26,481
|
)
|
|
4,151
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Total equity
|
|
4,151
|
|
|
(983
|
)
|
|
27,532
|
|
|
(26,481
|
)
|
|
4,219
|
|
|||||
Total liabilities and equity
|
|
$
|
9,122
|
|
|
$
|
21,625
|
|
|
$
|
43,692
|
|
|
$
|
(48,017
|
)
|
|
$
|
26,422
|
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities - continuing operations
|
|
$
|
280
|
|
|
$
|
(140
|
)
|
|
$
|
2,408
|
|
|
$
|
(713
|
)
|
|
$
|
1,835
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) operating activities
|
|
280
|
|
|
(140
|
)
|
|
2,408
|
|
|
(713
|
)
|
|
1,835
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
—
|
|
|
29
|
|
|
189
|
|
|
(157
|
)
|
|
61
|
|
|||||
Payments for investments
|
|
—
|
|
|
(62
|
)
|
|
(52
|
)
|
|
1
|
|
|
(113
|
)
|
|||||
Net sales (purchases) of short-term investments — non-fiduciary
|
|
—
|
|
|
28
|
|
|
7
|
|
|
—
|
|
|
35
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||||
Cash used for investing activities - continuing operations
|
|
—
|
|
|
(5
|
)
|
|
(68
|
)
|
|
(156
|
)
|
|
(229
|
)
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash used for investing activities
|
|
—
|
|
|
(5
|
)
|
|
(68
|
)
|
|
(156
|
)
|
|
(229
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(1,960
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
|||||
Advances from (to) affiliates
|
|
2,350
|
|
|
314
|
|
|
(2,365
|
)
|
|
(299
|
)
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||||
Issuance of debt
|
|
2,739
|
|
|
3,313
|
|
|
—
|
|
|
—
|
|
|
6,052
|
|
|||||
Repayment of debt
|
|
(2,868
|
)
|
|
(2,073
|
)
|
|
—
|
|
|
—
|
|
|
(4,941
|
)
|
|||||
Cash dividends to shareholders
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|||||
Cash provided by (used for) financing activities - continuing operations
|
|
(280
|
)
|
|
1,554
|
|
|
(2,468
|
)
|
|
(299
|
)
|
|
(1,493
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) financing activities
|
|
(280
|
)
|
|
1,554
|
|
|
(2,468
|
)
|
|
(299
|
)
|
|
(1,493
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
1,409
|
|
|
(107
|
)
|
|
(1,168
|
)
|
|
134
|
|
|||||
Cash and cash equivalents at beginning of year
|
|
—
|
|
|
862
|
|
|
575
|
|
|
(781
|
)
|
|
656
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
—
|
|
|
$
|
2,271
|
|
|
$
|
468
|
|
|
$
|
(1,949
|
)
|
|
$
|
790
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities - continuing operations
|
|
$
|
1,575
|
|
|
$
|
3
|
|
|
$
|
3,608
|
|
|
$
|
(3,500
|
)
|
|
$
|
1,686
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by operating activities
|
|
1,575
|
|
|
3
|
|
|
3,608
|
|
|
(3,500
|
)
|
|
1,686
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
—
|
|
|
24
|
|
|
955
|
|
|
(908
|
)
|
|
71
|
|
|||||
Payments for investments
|
|
(13
|
)
|
|
(47
|
)
|
|
(33
|
)
|
|
13
|
|
|
(80
|
)
|
|||||
Net sales (purchases) of short-term investments — non-fiduciary
|
|
—
|
|
|
299
|
|
|
49
|
|
|
—
|
|
|
348
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
|||||
Cash provided by (used for) investing activities - continuing operations
|
|
(13
|
)
|
|
276
|
|
|
663
|
|
|
(895
|
)
|
|
31
|
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) investing activities
|
|
(13
|
)
|
|
276
|
|
|
663
|
|
|
(895
|
)
|
|
31
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(1,470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,470
|
)
|
|||||
Advances from (to) affiliates
|
|
156
|
|
|
(2,291
|
)
|
|
(4,041
|
)
|
|
6,176
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||
Issuance of debt
|
|
1,723
|
|
|
4,028
|
|
|
3
|
|
|
—
|
|
|
5,754
|
|
|||||
Repayment of debt
|
|
(1,441
|
)
|
|
(3,678
|
)
|
|
(298
|
)
|
|
—
|
|
|
(5,417
|
)
|
|||||
Cash dividends to shareholders
|
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Cash used for financing activities - continuing operations
|
|
(1,563
|
)
|
|
(1,941
|
)
|
|
(4,371
|
)
|
|
6,176
|
|
|
(1,699
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash used for financing activities
|
|
(1,563
|
)
|
|
(1,941
|
)
|
|
(4,371
|
)
|
|
6,176
|
|
|
(1,699
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
|||||
Net decrease in cash and cash equivalents
|
|
(1
|
)
|
|
(1,662
|
)
|
|
(218
|
)
|
|
1,781
|
|
|
(100
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
|
1
|
|
|
2,524
|
|
|
793
|
|
|
(2,562
|
)
|
|
756
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
575
|
|
|
$
|
(781
|
)
|
|
$
|
656
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(millions)
|
|
Aon plc
|
|
Aon
Corporation
|
|
Other
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities - continuing operations
|
|
$
|
2,787
|
|
|
$
|
503
|
|
|
$
|
2,010
|
|
|
$
|
(4,631
|
)
|
|
$
|
669
|
|
Cash provided by operating activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|||||
Cash provided by operating activities
|
|
2,787
|
|
|
503
|
|
|
2,075
|
|
|
(4,631
|
)
|
|
734
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investments
|
|
224
|
|
|
587
|
|
|
582
|
|
|
(1,325
|
)
|
|
68
|
|
|||||
Payments for investments
|
|
(261
|
)
|
|
(29
|
)
|
|
(576
|
)
|
|
802
|
|
|
(64
|
)
|
|||||
Net sales (purchases) of short-term investments — non-fiduciary
|
|
—
|
|
|
(215
|
)
|
|
(17
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(1,029
|
)
|
|
—
|
|
|
(1,029
|
)
|
|||||
Sale of businesses, net of cash sold
|
|
—
|
|
|
—
|
|
|
4,246
|
|
|
—
|
|
|
4,246
|
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
|||||
Cash provided by (used for) investing activities - continuing operations
|
|
(37
|
)
|
|
343
|
|
|
3,023
|
|
|
(523
|
)
|
|
2,806
|
|
|||||
Cash used for investing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Cash provided by (used for) investing activities
|
|
(37
|
)
|
|
343
|
|
|
3,004
|
|
|
(523
|
)
|
|
2,787
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share repurchase
|
|
(2,399
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,399
|
)
|
|||||
Advances from (to) affiliates
|
|
426
|
|
|
95
|
|
|
(4,975
|
)
|
|
4,454
|
|
|
—
|
|
|||||
Issuance of shares for employee benefit plans
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||
Issuance of debt
|
|
544
|
|
|
1,100
|
|
|
10
|
|
|
—
|
|
|
1,654
|
|
|||||
Repayment of debt
|
|
(835
|
)
|
|
(1,150
|
)
|
|
(14
|
)
|
|
—
|
|
|
(1,999
|
)
|
|||||
Cash dividends to shareholders
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|||||
Noncontrolling interests and other financing activities
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Cash provided by (used for) financing activities - continuing operations
|
|
(2,749
|
)
|
|
45
|
|
|
(5,015
|
)
|
|
4,454
|
|
|
(3,265
|
)
|
|||||
Cash used for financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used for) financing activities
|
|
(2,749
|
)
|
|
45
|
|
|
(5,015
|
)
|
|
4,454
|
|
|
(3,265
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||
Net increase in cash and cash equivalents
|
|
1
|
|
|
891
|
|
|
133
|
|
|
(700
|
)
|
|
325
|
|
|||||
Cash and cash equivalents at beginning of year (1)
|
|
—
|
|
|
1,633
|
|
|
660
|
|
|
(1,862
|
)
|
|
431
|
|
|||||
Cash and cash equivalents at end of year
|
|
$
|
1
|
|
|
$
|
2,524
|
|
|
$
|
793
|
|
|
$
|
(2,562
|
)
|
|
$
|
756
|
|
(1)
|
Includes $5 million of discontinued operations at December 31, 2016.
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2019
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
3,143
|
|
|
$
|
2,606
|
|
|
$
|
2,379
|
|
|
$
|
2,885
|
|
|
$
|
11,013
|
|
Operating income
|
872
|
|
|
413
|
|
|
360
|
|
|
524
|
|
|
2,169
|
|
|||||
Net income from continuing operations
|
676
|
|
|
287
|
|
|
229
|
|
|
382
|
|
|
1,574
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income
|
676
|
|
|
287
|
|
|
228
|
|
|
382
|
|
|
1,573
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
17
|
|
|
10
|
|
|
6
|
|
|
8
|
|
|
41
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
659
|
|
|
$
|
277
|
|
|
$
|
222
|
|
|
$
|
374
|
|
|
$
|
1,532
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.72
|
|
|
$
|
1.15
|
|
|
$
|
0.94
|
|
|
$
|
1.59
|
|
|
$
|
6.42
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
2.72
|
|
|
$
|
1.15
|
|
|
$
|
0.94
|
|
|
$
|
1.59
|
|
|
$
|
6.42
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.70
|
|
|
$
|
1.14
|
|
|
$
|
0.93
|
|
|
$
|
1.58
|
|
|
$
|
6.37
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
2.70
|
|
|
$
|
1.14
|
|
|
$
|
0.93
|
|
|
$
|
1.58
|
|
|
$
|
6.37
|
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
2018
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
3,090
|
|
|
$
|
2,561
|
|
|
$
|
2,349
|
|
|
$
|
2,770
|
|
|
$
|
10,770
|
|
Operating income
|
799
|
|
|
(16
|
)
|
|
262
|
|
|
499
|
|
|
1,544
|
|
|||||
Net income from continuing operations
|
604
|
|
|
57
|
|
|
155
|
|
|
284
|
|
|
1,100
|
|
|||||
Income from discontinued operations, net of tax
|
6
|
|
|
1
|
|
|
(2
|
)
|
|
69
|
|
|
74
|
|
|||||
Net income
|
610
|
|
|
58
|
|
|
153
|
|
|
353
|
|
|
1,174
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
16
|
|
|
10
|
|
|
6
|
|
|
8
|
|
|
40
|
|
|||||
Net income attributable to Aon shareholders
|
$
|
594
|
|
|
$
|
48
|
|
|
$
|
147
|
|
|
$
|
345
|
|
|
$
|
1,134
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
2.37
|
|
|
$
|
0.19
|
|
|
$
|
0.61
|
|
|
$
|
1.14
|
|
|
$
|
4.32
|
|
Discontinued operations
|
0.02
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.28
|
|
|
0.30
|
|
|||||
Net income
|
$
|
2.39
|
|
|
$
|
0.20
|
|
|
$
|
0.60
|
|
|
$
|
1.42
|
|
|
$
|
4.62
|
|
Diluted net income per share attributable to Aon shareholders
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
2.35
|
|
|
$
|
0.19
|
|
|
$
|
0.61
|
|
|
$
|
1.13
|
|
|
$
|
4.29
|
|
Discontinued operations
|
0.02
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.28
|
|
|
0.30
|
|
|||||
Net income
|
$
|
2.37
|
|
|
$
|
0.19
|
|
|
$
|
0.60
|
|
|
$
|
1.41
|
|
|
$
|
4.59
|
|
(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, 2019 and 2018
|
|
|
Consolidated Statements of Income — Years Ended December 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2019, 2018 and 2017
|
|
|
Notes to Consolidated Financial Statements
|
|
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting
|
|
|
4.8*
|
|
|
|
|
|
|
|
4.9*
|
|
|
|
|
|
|
|
4.10*
|
|
|
|
|
|
|
|
4.11*
|
|
|
|
|
|
|
|
4.12*
|
|
|
|
|
|
|
|
4.13*
|
|
|
|
|
|
|
|
4.14*
|
|
|
|
|
|
|
|
4.15*
|
|
|
|
|
|
|
|
4.16*
|
|
|
|
|
|
|
|
4.17*
|
|
|
|
|
|
|
|
4.18*
|
|
|
|
|
|
|
|
4.19*
|
|
|
|
|
|
|
|
4.20*
|
|
|
|
|
|
|
|
4.21*
|
|
|
|
|
|
|
|
4.22*
|
|
|
|
|
|
|
|
4.23*
|
|
|
|
|
|
|
|
4.24*
|
|
|
|
|
|
|
|
4.25*
|
|
|
|
|
|
|
|
4.26*
|
|
|
|
|
|
|
10.17*#
|
|
|
|
|
|
10.18*#
|
|
|
|
|
|
10.19*#
|
|
|
|
|
|
10.20*#
|
|
|
|
|
|
10.21*#
|
|
|
|
|
|
10.22*#
|
|
|
|
|
|
10.23*#
|
|
|
|
|
|
10.24*#
|
|
|
|
|
|
10.25*#
|
|
|
|
|
|
10.26*#
|
|
|
|
|
|
10.27*#
|
|
|
|
|
|
10.28*#
|
|
|
|
|
|
10.29*#
|
|
|
|
|
|
10.30*#
|
|
|
|
|
|
10.31*#
|
|
|
|
|
|
10.32*#
|
|
|
|
|
|
10.33*#
|
|
|
|
|
|
10.34*#
|
|
|
|
|
|
10.35*#
|
|
|
|
|
|
10.36*#
|
|
|
|
|
|
10.37*#
|
|
|
|
|
|
Section 1350 Certifications.
|
||
|
|
|
|
|
|
32.1.
|
|
|
|
|
|
|
|
32.2.
|
|
|
|
|
|
|
XBRL Exhibits.
|
||
|
|
|
|
|
Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K:
|
||
|
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
101.CAL
|
Inline XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
101.DEF
|
Inline XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
|
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
|
101.LAB
|
Inline XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
|
|
|
|
Aon plc
|
||
|
|
|
By:
|
|
/s/ GREGORY C. CASE
|
|
|
|
|
|
Gregory C. Case, Chief Executive Officer
|
Date:
|
February 14, 2020
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY C. CASE
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
February 14, 2020
|
Gregory C. Case
|
|
|
||
|
|
|
|
|
/s/ LESTER B. KNIGHT
|
|
Non-Executive Chairman and Director
|
|
February 14, 2020
|
Lester B. Knight
|
|
|
||
|
|
|
|
|
/s/ JIN-YONG CAI
|
|
Director
|
|
February 14, 2020
|
Jin-Yong Cai
|
|
|
||
|
|
|
|
|
/s/ JEFFREY C. CAMPBELL
|
|
Director
|
|
February 14, 2020
|
Jeffrey C. Campbell
|
|
|
||
|
|
|
|
|
/s/ FULVIO CONTI
|
|
Director
|
|
February 14, 2020
|
Fulvio Conti
|
|
|
||
|
|
|
|
|
/s/ CHERYL A. FRANCIS
|
|
Director
|
|
February 14, 2020
|
Cheryl A. Francis
|
|
|
||
|
|
|
|
|
/s/ J. MICHAEL LOSH
|
|
Director
|
|
February 14, 2020
|
J. Michael Losh
|
|
|
||
|
|
|
|
|
/s/ RICHARD B. MYERS
|
|
Director
|
|
February 14, 2020
|
Richard B. Myers
|
|
|
||
|
|
|
|
|
/s/ RICHARD C. NOTEBAERT
|
|
Director
|
|
February 14, 2020
|
Richard C. Notebaert
|
|
|
||
|
|
|
|
|
/s/ GLORIA SANTONA
|
|
Director
|
|
February 14, 2020
|
Gloria Santona
|
|
|
||
|
|
|
|
|
/s/ CAROLYN Y. WOO
|
|
Director
|
|
February 14, 2020
|
Carolyn Y. Woo
|
|
|
||
|
|
|
|
|
/s/ CHRISTA DAVIES
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
February 14, 2020
|
Christa Davies
|
|
|
||
|
|
|
|
|
/s/ MICHAEL NELLER
|
|
Global Controller
(Principal Accounting Officer) |
|
February 14, 2020
|
Michael Neller
|
|
|
1.
|
National Flood Services. The Plan shall be terminated and liquidated, effective August 4, 2018, with respect to all Participants who experienced a “change in control event” (within the meaning of Code Section 409A) in connection with the sale of National Flood Services. In accordance with the requirements of Code Section 409A, the entire vested balance of each such Participant’s account, determined as of February 15, 2019, shall be distributed no later than March 15, 2019.
|
1.
|
By deleting Section 7.02 of the Plan in its entirety and replacing it with the following:
|
2.
|
By adding new Section 7.07 to the Plan immediately following Section 7.06:
|
(i)
|
The specific reason or reasons for the denial;
|
(ii)
|
Specific reference to pertinent Plan provisions on which the denial is based;
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon Angola Corretores de Seguros Limitada
|
|
Angola
|
|
|
Admiseg S.A.
|
|
Argentina
|
|
|
Aon Affinity Argentina S.A.
|
|
Argentina
|
|
|
Aon Benfield Argentina S.A.
|
|
Argentina
|
|
|
Aon Risk Services Argentina S.A.
|
|
Argentina
|
|
|
Aon Soluciones S.A.
|
|
Argentina
|
|
|
Asevasa Argentina S.A.
|
|
Argentina
|
|
|
Marinaro Dundas S.A.
|
|
Argentina
|
|
|
SN Re S.A.
|
|
Argentina
|
|
|
Swire Blanch MSTC II S.A.
|
|
Argentina
|
|
|
Swire Blanch MSTC S.A.
|
|
Argentina
|
|
|
Aon Aruba N.V.
|
|
Aruba
|
|
|
Aon Captive Services Aruba N.V.
|
|
Aruba
|
|
|
Affinity Risk Partners (Brokers) Pty Ltd
|
|
Australia
|
|
|
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 Consolidated 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 Ltd
|
|
Australia
|
|
|
Aon Product Design & Development Australia Pty Ltd
|
|
Australia
|
|
|
Aon Risk & Asset Management Pty Ltd
|
|
Australia
|
|
|
Aon Risk Services Australia Limited
|
|
Australia
|
|
|
Aon Services Pty Ltd
|
|
Australia
|
|
|
Aon Superannuation Pty Ltd
|
|
Australia
|
|
|
Cut-e Australia Pty Ltd
|
|
Australia
|
|
|
Hewitt Associates Pty Ltd
|
|
Australia
|
|
|
HIA Insurance Services Pty Ltd
|
|
Australia
|
|
|
One Underwriting Pty Ltd
|
|
Australia
|
|
|
Aon Austria GmbH
|
|
Austria
|
|
|
Aon Holdings Austria GmbH
|
|
Austria
|
|
|
Aon Jauch & Hübener Gesellschaft m.b.H.
|
|
Austria
|
|
|
Aon Bahrain W.L.L.
|
|
Bahrain
|
|
|
Aon Insurance Managers (Barbados) Ltd.
|
|
Barbados
|
|
|
Agenion N.V./S.A.
|
|
Belgium
|
|
|
Aon Belgium B.V.B.A.
|
|
Belgium
|
|
|
Crion N.V.
|
|
Belgium
|
|
|
Probabilitas N.V./S.A.
|
|
Belgium
|
|
|
Aon (Bermuda) Ltd.
|
|
Bermuda
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon Benfield Group Limited (In liquidation)
|
|
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
|
|
|
White Rock Services (Bermuda) 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 Commercial Risk & Reinsurance Solutions (Proprietary) Limited
|
|
Botswana
|
|
|
Aon Holdings Botswana (Pty) Ltd
|
|
Botswana
|
|
|
Aon Retirement Solutions Proprietary Limited
|
|
Botswana
|
|
|
Aon Risk Management (Pty) Ltd
|
|
Botswana
|
|
|
ADM Administradora de Benefícios 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
|
|
|
Farmaseg – Soluções, Assistência e Serviços Empresariais Ltda.
|
|
Brazil
|
|
|
Hewitt Associates Servicos de Recursos Humanos Ltda.
|
|
Brazil
|
|
|
6824625 Canada Ltd.
|
|
Canada
|
|
|
7193599 Canada Inc.
|
|
Canada
|
|
|
Aon Benfield Canada ULC
|
|
Canada
|
|
|
Aon Canada Holdings N.S. ULC
|
|
Canada
|
|
|
Aon Canada Inc.
|
|
Canada
|
|
|
Aon Direct Group Inc.
|
|
Canada
|
|
|
Aon Eaton 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. 5, 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
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon Securities Investment Management Inc.
|
|
Canada
|
|
|
Coles Hewitt Partnership
|
|
Canada
|
|
|
Groupe-conseil Aon Inc.
|
|
Canada
|
|
|
Hewitt Amalco 3 ULC
|
|
Canada
|
|
|
Hewitt Amalco 4 ULC
|
|
Canada
|
|
|
Hewitt Amalco 5 ULC
|
|
Canada
|
|
|
Aon Finance N.S. 9, ULC
|
|
Canada
|
|
|
Hewitt Associates (a partnership)
|
|
Canada
|
|
|
Hewitt Associates Corp.
|
|
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
|
|
|
Minet Inc.
|
|
Canada
|
|
|
Townsend (Global Real Estate) GP Ontario Inc.
|
|
Canada
|
|
|
USLP Underwriting Solutions LP
|
|
Canada
|
|
|
Aon Insurance Managers (Cayman) Ltd.
|
|
Cayman Islands
|
|
|
Aon Risk Solutions (Cayman) Ltd.
|
|
Cayman Islands
|
|
|
Harbourview West Lake Co-Invest (GP) LP
|
|
Cayman Islands
|
|
|
Townsend HWL GP Ltd.
|
|
Cayman Islands
|
|
|
Aon Affinity Chile Ltda.
|
|
Chile
|
|
|
Aon Benfield (Chile) Corredores de Reaseguros Ltda.
|
|
Chile
|
|
|
Aon Consulting (Chile) Limitada
|
|
Chile
|
|
|
Aon Risk Services (Chile) Corredores de Seguros Limitada
|
|
Chile
|
|
|
Aon Risk Services Holdings (Chile) Ltda.
|
|
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
|
|
|
Shanghai Kayi Information Technology Co., Ltd
|
|
China
|
|
|
Aon Affinity Colombia Ltda. Agencia de Seguros
|
|
Colombia
|
|
|
Aon Reinsurance Colombia Limitada Corredores de Reaseguros
|
|
Colombia
|
|
|
Aon Risk Services Colombia S.A. Corredores de Seguros
|
|
Colombia
|
|
|
Salud, Riesgos y Recursos Humanos Consultores Ltda.
|
|
Colombia
|
|
|
Tecsefin, S.A. en liquidacion
|
|
Colombia
|
|
|
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 Central and Eastern Europe a.s.
|
|
Czech Rep.
|
|
|
ADIS A/S
|
|
Denmark
|
|
|
Aon Assessment Denmark A/S
|
|
Denmark
|
|
|
Aon Denmark A/S
|
|
Denmark
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon Riskminder A/S
|
|
Denmark
|
|
|
Optica Agency A/S
|
|
Denmark
|
|
|
Aon Consulting Ecuador S.A.
|
|
Ecuador
|
|
|
Aon Risk Services Ecuador S.A. Agencia Asesora Productora de Seguros
|
|
Ecuador
|
|
|
Riskikonsultatsioonid OÜ
|
|
Estonia
|
|
|
Aon (Fiji) Pte Limited
|
|
Fiji
|
|
|
Aon Assessment (Finland) Oy
|
|
Finland
|
|
|
Aon Finland Oy
|
|
Finland
|
|
|
Aon France
|
|
France
|
|
|
Aon Holdings France SNC
|
|
France
|
|
|
Aon Services S.à.r.l.
|
|
France
|
|
|
Hewitt Associates SAS
|
|
France
|
|
|
Aon Assessment GmbH
|
|
Germany
|
|
|
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 Broker GmbH
|
|
Germany
|
|
|
Aon Risiko- und Unternehmensberatungs GmbH
|
|
Germany
|
|
|
Aon Versicherungsberatungs GmbH
|
|
Germany
|
|
|
Aon Versicherungsmakler Deutschland GmbH
|
|
Germany
|
|
|
Hamburger Gesellschaft zur Forderung des Versicherungswesens mbH
|
|
Germany
|
|
|
Motor Service Pensions GmbH
|
|
Germany
|
|
|
One Underwriting Agency GmbH
|
|
Germany
|
|
|
PRORÜCK Rückversicherungs-Aktiengesellschaft
|
|
Germany
|
|
|
SG IFFOXX Assekuranzmaklergesellschaft mbH
|
|
Germany
|
|
|
UNIT Versicherungsmakler GmbH
|
|
Germany
|
|
|
UnitedPensions Deutschland AG
|
|
Germany
|
|
|
Wannet Sports Insurance GmbH
|
|
Germany
|
|
|
Aon Insurance Managers (Gibraltar) Limited
|
|
Gibraltar
|
|
|
White Rock Insurance (Gibraltar) PCC Limited
|
|
Gibraltar
|
|
|
Aon Greece S.A.
|
|
Greece
|
|
|
Aon Insurance Managers (Guernsey) Limited
|
|
Guernsey
|
|
|
Aon Insurance Managers (Holdings) Limited
|
|
Guernsey
|
|
|
Aon PMI International Limited
|
|
Guernsey
|
|
|
Aon Services (Guernsey) Limited
|
|
Guernsey
|
|
|
Lake Erie Real Estate General Partner Limited
|
|
Guernsey
|
|
|
Lincolnshire Insurance Company PCC Limited
|
|
Guernsey
|
|
|
Lombard Trustee Company Limited
|
|
Guernsey
|
|
|
Townsend Lake Constance GP Limited
|
|
Guernsey
|
|
|
White Rock Insurance (Guernsey) ICC Limited
|
|
Guernsey
|
|
|
White Rock Insurance Company PCC Limited
|
|
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
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
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
|
|
|
Cut-e Assessment (Hong Kong) Limited
|
|
Hong Kong
|
|
|
Essar Insurance Services Limited
|
|
Hong Kong
|
|
|
EW Blanch Limited
|
|
Hong Kong
|
|
|
Stroz Friedberg (Asia) Limited
|
|
Hong Kong
|
|
|
Townsend Group Asia Limited
|
|
Hong Kong
|
|
|
Aon Hungary Insurance Brokers Risk and Human Consulting LLC
|
|
Hungary
|
|
|
Aon Consulting Private Limited
|
|
India
|
|
|
PT Aon Benfield Indonesia
|
|
Indonesia
|
|
|
PT Aon Hewitt Indonesia
|
|
Indonesia
|
|
|
PT Aon Indonesia
|
|
Indonesia
|
|
|
Aeropeople Limited
|
|
Ireland
|
|
|
Aon Assessment (Ireland) Limited
|
|
Ireland
|
|
|
Aon Assessment Solutions Europe Limited
|
|
Ireland
|
|
|
Aon Broking Technology Limited
|
|
Ireland
|
|
|
Aon Commercial Services and Operations Ireland Limited
|
|
Ireland
|
|
|
Aon Commercial Services Ireland Limited
|
|
Ireland
|
|
|
Aon Global Risk Research Limited [in liquidation]
|
|
Ireland
|
|
|
Aon Hewitt (Ireland) Limited
|
|
Ireland
|
|
|
Aon Hewitt Management Company Limited
|
|
Ireland
|
|
|
Aon Insurance Managers (Dublin) Limited
|
|
Ireland
|
|
|
Aon Insurance Managers (Shannon) Limited
|
|
Ireland
|
|
|
Aon Investment Holdings Ireland Limited
|
|
Ireland
|
|
|
Aon Limited
|
|
Ireland
|
|
|
Aon Randolph Ireland 2 Limited
|
|
Ireland
|
|
|
Aon Randolph Ireland 3 Limited
|
|
Ireland
|
|
|
Aon Treasury Ireland Limited
|
|
Ireland
|
|
|
Bacon & Woodrow Partnerships (Ireland) Limited
|
|
Ireland
|
|
|
Becketts (Trustees) Limited
|
|
Ireland
|
|
|
Becketts Limited
|
|
Ireland
|
|
|
Beech Hill Pension Trustees Limited
|
|
Ireland
|
|
|
Benton Finance Ireland Limited
|
|
Ireland
|
|
|
Cut-e Assessment Global Holdings Limited
|
|
Ireland
|
|
|
Delany Bacon & Woodrow Partnership
|
|
Ireland
|
|
|
MacDonagh Boland Crotty MacRedmond Limited
|
|
Ireland
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Private Clients Trustees Limited
|
|
Ireland
|
|
|
Randolph Finance Unlimited Company
|
|
Ireland
|
|
|
The Aon Ireland MasterTrustee Limited
|
|
Ireland
|
|
|
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) Limited
|
|
Isle of Man
|
|
|
White Rock Insurance PCC (Isle of Man) Limited
|
|
Isle of Man
|
|
|
Aon Benfield Israel Ltd.
|
|
Israel
|
|
|
Aon Holdings Israel Ltd.
|
|
Israel
|
|
|
Aon Israel Insurance Brokerage 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
|
|
|
Aon S.p.A. Insurance & Reinsurance Brokers
|
|
Italy
|
|
|
Asscom Insurance Brokers S.r.l.
|
|
Italy
|
|
|
Coverall S.r.l. Insurance and Reinsurance Underwriting Agency
|
|
Italy
|
|
|
Global Safe Insurance Broker S.r.l.
|
|
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
|
|
|
Townsend Re Global GP Limited
|
|
Jersey
|
|
|
Aon Consulting Kazakhstan LLP
|
|
Kazakhstan
|
|
|
Insurance Broker Aon Kazakhstan LLP
|
|
Kazakhstan
|
|
|
Aon Hewitt Consulting Korea Inc.
|
|
Korea
|
|
|
Aon Korea Inc.
|
|
Korea
|
|
|
Aon Insurance Managers (Liechtenstein) AG
|
|
Liechtenstein
|
|
|
One Underwriting UAB
|
|
Lithuania
|
|
|
UADBB Aon Baltic
|
|
Lithuania
|
|
|
Aon Finance Luxembourg S.à r.l.
|
|
Luxembourg
|
|
|
Aon Global Operations 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 S.à r.l.
|
|
Luxembourg
|
|
|
TTG Cayuga Bavaria Intermediate 2 S.à r.l.
|
|
Luxembourg
|
|
|
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) Limited
|
|
Malta
|
|
|
White Rock Insurance (Europe) PCC Limited
|
|
Malta
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
White Rock Insurance (Netherlands) PCC Limited
|
|
Malta
|
|
|
Aon Hewitt Ltd.
|
|
Mauritius
|
|
|
Aon Mauritius Holdings
|
|
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, S.A. de C.V.
|
|
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, S.A. de C.V.
|
|
Mexico
|
|
|
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 S.a.r.l.
|
|
Morocco
|
|
|
Casablanca Intermediation Company S.a.r.l.
|
|
Morocco
|
|
|
Alexander & Alexander Holding B.V.
|
|
Netherlands
|
|
|
Aon Americas Holdings B.V.
|
|
Netherlands
|
|
|
Aon APAC Holdings B.V.
|
|
Netherlands
|
|
|
Aon CANZ Holdings B.V.
|
|
Netherlands
|
|
|
Aon Cash Management B.V.
|
|
Netherlands
|
|
|
Aon Corporation EMEA B.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 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 LATAM Holdings N.V.
|
|
Netherlands
|
|
|
Aon Meeùs Assurantiën B.V.
|
|
Netherlands
|
|
|
Aon Nederland C.V.
|
|
Netherlands
|
|
|
Aon Netherlands Operations B.V.
|
|
Netherlands
|
|
|
Aon Real Estate B.V.
|
|
Netherlands
|
|
|
Aon Risk Services EMEA B.V.
|
|
Netherlands
|
|
|
Aon Trust Services B.V.
|
|
Netherlands
|
|
|
B.V. Assurantiekantoor Langeveldt-Schroder
|
|
Netherlands
|
|
|
Bekouw Mendes C.V.
|
|
Netherlands
|
|
|
Celinvest Amsterdam B.V.
|
|
Netherlands
|
|
|
One Underwriting B.V.
|
|
Netherlands
|
|
|
Sheppard Netherlands 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
|
|
New Zealand
|
|
|
Aon Product Design and Development New Zealand Limited
|
|
New Zealand
|
|
|
Aon Saver Limited
|
|
New Zealand
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Superannuation Management Nominees Limited
|
|
New Zealand
|
|
|
Aon Assessment Norway AS
|
|
Norway
|
|
|
Aon Norway AS
|
|
Norway
|
|
|
Cut-e Nordic AS
|
|
Norway
|
|
|
Aon Majan LLC
|
|
Oman
|
|
|
Aon Benfield Panama S.A.
|
|
Panama
|
|
|
Aon Broking Services S.A.
|
|
Panama
|
|
|
Aon Hewitt (PNG) Limited
|
|
Papua new Guinea
|
|
|
Aon Risk Services (PNG) Limited
|
|
Papua new Guinea
|
|
|
Aon Superannuation (PNG) Limited
|
|
Papua new Guinea
|
|
|
Aon Benfield Peru Corredores de Reaseguros S.A.
|
|
Peru
|
|
|
Aon Peru Corredores de Seguros S.A.
|
|
Peru
|
|
|
Aon Soluciones S.A.C.
|
|
Peru
|
|
|
Aon Insurance and Reinsurance Brokers Philippines Inc.
|
|
Philippines
|
|
|
Aon Polska Services Sp. z o.o.
|
|
Poland
|
|
|
Aon Polska Sp. z o.o.
|
|
Poland
|
|
|
Aon Sp. z o.o.
|
|
Poland
|
|
|
Aon Portugal - Consultores, Unipessoal, Lda.
|
|
Portugal
|
|
|
Aon Portugal, S.A.
|
|
Portugal
|
|
|
Aon Re Bertoldi - Corretagem de Resseguros, S.A.
|
|
Portugal
|
|
|
Inspiring Benefits Portugal, Unipessoal Lda
|
|
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
|
|
|
Aon Sint Maarten N.V.
|
|
Saint Martin
|
|
|
Aon Hewitt Saudi Arabia LLC
|
|
Saudi Arabia
|
|
|
Aon Saudi Arabia LLC
|
|
Saudi Arabia
|
|
|
Alexander & Alexander (Asia) Holdings Pte Ltd
|
|
Singapore
|
|
|
Aon Benfield Asia Pte Ltd
|
|
Singapore
|
|
|
Aon Bermuda Holding Company Limited
|
|
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 Randolph 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) Private Limited
|
|
Singapore
|
|
|
Aon Bratislava s.r.o.
|
|
Slovak Republic
|
|
|
Aon Central and Eastern Europe, organizacna zlozka
|
|
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) Ltd
|
|
South Africa
|
|
|
Aon South Africa (Pty) Ltd
|
|
South Africa
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon Worldaware (Pty) Ltd
|
|
South Africa
|
|
|
Claims Fulfillment Company (Pty) Ltd
|
|
South Africa
|
|
|
Mafube Risk and Insurance Consultants (Pty) Ltd
|
|
South Africa
|
|
|
Aon Benfield Iberia Correduria de Reaseguros, S.A.U.
|
|
Spain
|
|
|
Aon Gil y Carvajal, S.A.U. Correduria de Seguros
|
|
Spain
|
|
|
Aon Management Solutions, S.A.U.
|
|
Spain
|
|
|
Aon Marketing Directo, S.A.U.
|
|
Spain
|
|
|
Aon Southern Europe y Cia, S.L.
|
|
Spain
|
|
|
Asevasa Asesoramiento y Valoraciones S.A.U.
|
|
Spain
|
|
|
Fundación Aon España
|
|
Spain
|
|
|
Grupo Innovac Sociedad Correduría de Seguros, S.A.
|
|
Spain
|
|
|
Inspiring Benefits, S.L.
|
|
Spain
|
|
|
One Underwriting Agencia de Suscripsión, S.L.U.
|
|
Spain
|
|
|
Zalba Caldu Correduría de Seguros S.A.
|
|
Spain
|
|
|
Aon Assessment (Sweden) AB
|
|
Sweden
|
|
|
Aon Global Risk Consulting AB
|
|
Sweden
|
|
|
Aon Hewitt AB
|
|
Sweden
|
|
|
Aon Sweden AB
|
|
Sweden
|
|
|
Aon Insurance Managers (Switzerland) AG
|
|
Switzerland
|
|
|
Aon Schweiz AG
|
|
Switzerland
|
|
|
Inpoint Switzerland GmbH
|
|
Switzerland
|
|
|
PWZ AG
|
|
Switzerland
|
|
|
Stroz Friedberg GmbH
|
|
Switzerland
|
|
|
Aon Management Consulting Taiwan Ltd.
|
|
Taiwan
|
|
|
Aon Taiwan Ltd.
|
|
Taiwan
|
|
|
Aon (Thailand) Limited
|
|
Thailand
|
|
|
Aon Consulting (Thailand) Limited
|
|
Thailand
|
|
|
Aon Group (Thailand) Limited
|
|
Thailand
|
|
|
Aon Hewitt (Thailand) Limited
|
|
Thailand
|
|
|
Aon Re (Thailand) Limited
|
|
Thailand
|
|
|
Aon Risk Services (Thailand) Limited
|
|
Thailand
|
|
|
A.B. Insurances 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 Danismanlik Hizmetleri A.S.
|
|
Turkey
|
|
|
Aon Sigorta ve Reasurans Brokerligi ve A.S.
|
|
Turkey
|
|
|
Aon Ukraine LLC
|
|
Ukraine
|
|
|
Aon (DIFC) Gulf Limited
|
|
United Arab Emirates
|
|
|
Aon Hewitt Middle East Limited
|
|
United Arab Emirates
|
|
|
Aon Management Services (Middle East) Limited
|
|
United Arab Emirates
|
|
|
Aon Middle East Co LLC
|
|
United Arab Emirates
|
|
|
Aon Retirement Solutions Limited
|
|
United Arab Emirates
|
|
|
Cut-e Consult DMCC
|
|
United Arab Emirates
|
|
|
Stroz Friedberg Risk Management Limited
|
|
United Arab Emirates
|
|
|
Aon Benfield Middle East Limited
|
|
United Arab Emirates - DIFC
|
|
|
Acumen Credit Insurance Brokers Limited
|
|
United Kingdom
|
|
|
Alexander Clay
|
|
United Kingdom
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Aon ANZ Holdings Limited
|
|
United Kingdom
|
|
|
Aon Assessment (UK) Limited
|
|
United Kingdom
|
|
|
Aon Benfield Limited
|
|
United Kingdom
|
|
|
Aon Consulting Financial Services Limited
|
|
United Kingdom
|
|
|
Aon Consulting Limited
|
|
United Kingdom
|
|
|
Aon DC Trustee Limited
|
|
United Kingdom
|
|
|
Aon Delta UK Limited
|
|
United Kingdom
|
|
|
Aon Finance UK 1 Limited
|
|
United Kingdom
|
|
|
Aon Global Holdings 1 Limited
|
|
United Kingdom
|
|
|
Aon Global Holdings 2 Limited
|
|
United Kingdom
|
|
|
Aon Global Holdings Limited
|
|
United Kingdom
|
|
|
Aon Global Operations plc
|
|
United Kingdom
|
|
|
Aon Hewitt Limited
|
|
United Kingdom
|
|
|
Aon Hewitt US Holdings Limited (In liquidation)
|
|
United Kingdom
|
|
|
Aon Holdings Limited
|
|
United Kingdom
|
|
|
Aon Overseas Holdings Limited
|
|
United Kingdom
|
|
|
Aon Pension Trustees Limited
|
|
United Kingdom
|
|
|
Aon Randolph UK Limited
|
|
United Kingdom
|
|
|
Aon Risk Services (NI) Limited
|
|
United Kingdom
|
|
|
Aon Securities Limited
|
|
United Kingdom
|
|
|
Aon Southern Europe UK Limited
|
|
United Kingdom
|
|
|
Aon Trust Corporation Limited
|
|
United Kingdom
|
|
|
Aon UK Group Limited
|
|
United Kingdom
|
|
|
Aon UK Holdings Intermediaries Limited
|
|
United Kingdom
|
|
|
Aon UK Limited
|
|
United Kingdom
|
|
|
Aon UK Trustees Limited
|
|
United Kingdom
|
|
|
Aon US & International Holdings Limited
|
|
United Kingdom
|
|
|
Bacon & Woodrow Partnerships Limited
|
|
United Kingdom
|
|
|
Beaubien Finance Limited
|
|
United Kingdom
|
|
|
Beaubien UK Finance Limited
|
|
United Kingdom
|
|
|
Benton Finance Limited
|
|
United Kingdom
|
|
|
Contractsure Limited
|
|
United Kingdom
|
|
|
CoSec 2000 Limited
|
|
United Kingdom
|
|
|
Doveland Services Limited
|
|
United Kingdom
|
|
|
E. W. Blanch Holdings Limited
|
|
United Kingdom
|
|
|
E. W. Blanch Investments Limited
|
|
United Kingdom
|
|
|
Gotham Digital Science Ltd
|
|
United Kingdom
|
|
|
Henderson Insurance Brokers Limited
|
|
United Kingdom
|
|
|
Henderson Risk Management Limited
|
|
United Kingdom
|
|
|
Hewitt Risk Management Services Limited
|
|
United Kingdom
|
|
|
Hogg Group Limited
|
|
United Kingdom
|
|
|
International Space Brokers Europe Limited
|
|
United Kingdom
|
|
|
International Space Brokers Limited
|
|
United Kingdom
|
|
|
McLagan (Aon) Limited
|
|
United Kingdom
|
|
|
Minet Group
|
|
United Kingdom
|
|
|
NBS Nominees Limited
|
|
United Kingdom
|
|
|
Portus Consulting (Leamington) Limited
|
|
United Kingdom
|
|
|
Portus Consulting Limited
|
|
United Kingdom
|
|
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Portus Online LLP
|
|
United Kingdom
|
|
|
SLE Worldwide Limited
|
|
United Kingdom
|
|
|
Stroz Friedberg Limited
|
|
United Kingdom
|
|
|
The Aon MasterTrustee Limited
|
|
United Kingdom
|
|
|
Townsend Group Europe Ltd
|
|
United Kingdom
|
|
|
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
|
American Insurance Services Corp.
|
|
USA
|
|
Texas
|
American Special Risk Insurance Company
|
|
USA
|
|
Delaware
|
AMXH, LLC
|
|
USA
|
|
Delaware
|
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 Chile Holdings, LLC
|
|
USA
|
|
Delaware
|
Aon Consulting & Insurance Services
|
|
USA
|
|
California
|
Aon Consulting, Inc.
|
|
USA
|
|
New Jersey
|
Aon Consulting, Inc.
|
|
USA
|
|
New York
|
Aon Corporation
|
|
USA
|
|
Delaware
|
Aon Edge Insurance Agency, Inc.
|
|
USA
|
|
Florida
|
Aon Finance US 1, LLC
|
|
USA
|
|
Delaware
|
Aon Finance US 2, LLC
|
|
USA
|
|
Delaware
|
Aon Financial & Insurance Solutions, Inc.
|
|
USA
|
|
California
|
Aon Group, Inc.
|
|
USA
|
|
Maryland
|
Aon Hewitt Health Market Insurance Solutions Inc.
|
|
USA
|
|
California
|
Aon Hewitt Investment Consulting, Inc.
|
|
USA
|
|
Illinois
|
Aon Insurance Agency LLC
|
|
USA
|
|
Delaware
|
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 Holdings, Inc.
|
|
USA
|
|
Maryland
|
Aon Life Agency of Texas, Inc.
|
|
USA
|
|
Texas
|
Aon Mexico Holdings, LLC
|
|
USA
|
|
Delaware
|
Aon Premium Finance, LLC
|
|
USA
|
|
Delaware
|
Aon Private Risk Management Insurance Agency, Inc.
|
|
USA
|
|
Illinois
|
Aon Property Risk Consulting, Inc.
|
|
USA
|
|
New York
|
Aon Realty Services, Inc.
|
|
USA
|
|
Pennsylvania
|
Aon Retirement Plan Advisors, LLC
|
|
USA
|
|
Delaware
|
Aon Risk Consultants, Inc.
|
|
USA
|
|
Illinois
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
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 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 Securities LLC
|
|
USA
|
|
Delaware
|
Aon Service Corporation
|
|
USA
|
|
Illinois
|
Aon Services Group, Inc.
|
|
USA
|
|
Delaware
|
Aon Special Risk Resources, Inc.
|
|
USA
|
|
Delaware
|
Aon TC Holdings, Inc.
|
|
USA
|
|
New Jersey
|
Aon Trust Company LLC
|
|
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
|
AS Holdings, Inc.
|
|
USA
|
|
Delaware
|
ASPN Insurance Agency, LLC
|
|
USA
|
|
Delaware
|
Association of Rural and Small Town Americans
|
|
USA
|
|
Missouri
|
Assurance Licensing Services, Inc.
|
|
USA
|
|
Illinois
|
B E P International Corp.
|
|
USA
|
|
New Jersey
|
Benefit Marketing Solutions, L.L.C.
|
|
USA
|
|
Oklahoma
|
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
|
Cananwill, Inc.
|
|
USA
|
|
California
|
Cananwill, Inc.
|
|
USA
|
|
Pennsylvania
|
CEREP III Secondary Manager, LLC
|
|
USA
|
|
Delaware
|
CFSSG Real Estate Partners I, LLC
|
|
USA
|
|
Delaware
|
CFSSG Real Estate Partners II, LLC
|
|
USA
|
|
Delaware
|
CIF-H GP LLC
|
|
USA
|
|
Delaware
|
Citadel Insurance Managers, Inc.
|
|
USA
|
|
California
|
Coalition for Benefits Equality and Choice
|
|
USA
|
|
California
|
Custom Benefit Programs, Inc.
|
|
USA
|
|
New Jersey
|
cut-e USA Inc.
|
|
USA
|
|
New York
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
E.W. Blanch International, Inc.
|
|
USA
|
|
Delaware
|
Elysium Digital, L.L.C.
|
|
USA
|
|
Delaware
|
Express Merger Sub, Inc.
|
|
USA
|
|
Delaware
|
Financial & Professional Risk Solutions, Inc.
|
|
USA
|
|
Illinois
|
Futurity Group, Inc.
|
|
USA
|
|
Nevada
|
Gotham Digital Science, LLC
|
|
USA
|
|
Delaware
|
GPE IV Korea Feeder General Partner, LLC
|
|
USA
|
|
Delaware
|
Grant Park Capital, LLC
|
|
USA
|
|
Delaware
|
GTCR/AAM Blocker Corp.
|
|
USA
|
|
Delaware
|
HCI Townsend USA Fund Managers LLC
|
|
USA
|
|
Delaware
|
Healthy Paws Pet Insurance LLC
|
|
USA
|
|
Washington
|
Hewitt Insurance, Inc.
|
|
USA
|
|
Puerto Rico
|
Hewitt International Holdings LLC
|
|
USA
|
|
Delaware
|
Hogg Robinson North America, 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 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
|
JDPT Manager, LLC
|
|
USA
|
|
Delaware
|
Johnson Rooney Welch, Inc.
|
|
USA
|
|
California
|
K & K Insurance Group, Inc.
|
|
USA
|
|
Indiana
|
KVT GP, LLC
|
|
USA
|
|
Delaware
|
Lake Tahoe II GP, LLC
|
|
USA
|
|
Delaware
|
Lake Tahoe III GP, LLC
|
|
USA
|
|
Delaware
|
Lake Tahoe IV GP, LLC
|
|
USA
|
|
Delaware
|
McLagan Partners Asia, Inc.
|
|
USA
|
|
Delaware
|
McLagan Partners, Inc.
|
|
USA
|
|
Delaware
|
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
|
Paragon Strategic Solutions Inc.
|
|
USA
|
|
Delaware
|
PathWise Solutions Group LLC
|
|
USA
|
|
Delaware
|
Penn Square I, LLC
|
|
USA
|
|
Delaware
|
Penn Square II, LLC
|
|
USA
|
|
Delaware
|
Penn Square Manager I, LLC
|
|
USA
|
|
Delaware
|
Penn Square Manager II, LLC
|
|
USA
|
|
Delaware
|
PGOF I, LLC
|
|
USA
|
|
Delaware
|
PGOF Manager I, LLC
|
|
USA
|
|
Ohio
|
Premier Auto Finance, Inc.
|
|
USA
|
|
Delaware
|
Private Equity Partnership Structures I, LLC
|
|
USA
|
|
Delaware
|
Protective Marketing Enterprises, Inc.
|
|
USA
|
|
Tennessee
|
SA Special Situations General Partner, LLC
|
|
USA
|
|
Delaware
|
Scritch Inc.
|
|
USA
|
|
Texas
|
|
|
|
|
|
Name
|
|
Country
|
|
State/Province
|
Specialty Benefits, Inc.
|
|
USA
|
|
Indiana
|
Strategic Manager-III, LLC
|
|
USA
|
|
Delaware
|
Stroz Friedberg Inc.
|
|
USA
|
|
Delaware
|
Stroz Friedberg Investigations LLC
|
|
USA
|
|
Delaware
|
Stroz Friedberg, LLC
|
|
USA
|
|
New York
|
The Key West Saxon Group, LLC
|
|
USA
|
|
Florida
|
The Townsend Group, LLC
|
|
USA
|
|
Ohio
|
Townsend Alpha Manager I, LLC
|
|
USA
|
|
Delaware
|
Townsend Alpha Manager II, LLC
|
|
USA
|
|
Delaware
|
Townsend Alpha Manager III, LLC
|
|
USA
|
|
Delaware
|
Townsend Great Lakes and Plains GP, LLC
|
|
USA
|
|
Delaware
|
Townsend Group Advisors, LLC
|
|
USA
|
|
Delaware
|
Townsend Holdings LLC
|
|
USA
|
|
Delaware
|
Townsend REF GP, LLC
|
|
USA
|
|
Delaware
|
TownSquare Alpha Manager I-A, LLC
|
|
USA
|
|
Delaware
|
TTG Core Plus Investments, LLC
|
|
USA
|
|
Delaware
|
TTG German Investments I, LLC
|
|
USA
|
|
Ohio
|
TTG Manager, LLC
|
|
USA
|
|
Delaware
|
Underwriters Marine Services, Inc.
|
|
USA
|
|
Louisiana
|
Ward Financial Group, Inc.
|
|
USA
|
|
Ohio
|
West Lake General Partner, LLC
|
|
USA
|
|
Delaware
|
West Lake II GP, LLC
|
|
USA
|
|
Delaware
|
White Rock (District of Columbia) PCC Ltd.
|
|
USA
|
|
District of Columbia
|
White Rock USA Ltd.
|
|
USA
|
|
Vermont
|
Worldwide Integrated Services Company
|
|
USA
|
|
Texas
|
Wrapid Specialty, Inc.
|
|
USA
|
|
California
|
WT Government Services, LLC
|
|
USA
|
|
Delaware
|
WT Technologies, LLC
|
|
USA
|
|
Delaware
|
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
|
|
|
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 14, 2020
|
|
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 14, 2020
|
|
Christa Davies
Chief Financial Officer
|
|
|
/s/ GREGORY C. CASE
|
|
|
Gregory C. Case
Chief Executive Officer
|
|
|
February 14, 2020
|
|
|
/s/ CHRISTA DAVIES
|
|
|
Christa Davies
Chief Financial Officer
|
|
|
February 14, 2020
|