Aon Corporation (AON) 2024年10-K年度報告「NYSE」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193

2、4Commission file number:1-7933_Aon plc(Exact name of registrant as specified in its charter)IRELAND 98-1539969(State or other jurisdiction of(I.R.S.Employerincorporation or organization)Identification No.)15 Georges Quay,Dublin 2,IrelandD02 VR98(Address of principal executive offices)(Zip Code)+353

3、1 266 6000(Registrants Telephone Number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchangeon which registeredClass A Ordinary Shares$0.01 nominal valueAONNew York Stock ExchangeGuarantees of Aon plcs 3.875%Senior No

4、tes due 2025AON25New York Stock ExchangeGuarantees of Aon plcs 2.875%Senior Notes due 2026AON26New York Stock ExchangeGuarantees of Aon Corporation and Aon Global Holdings plcs 2.85%Senior Notes due 2027AON27New York Stock ExchangeGuarantees of Aon North America,Inc.s 5.125%Senior Notes due 2027AON2

5、7BNew York Stock ExchangeGuarantees of Aon North America,Inc.s 5.150%Senior Notes due 2029AON29New York Stock ExchangeGuarantees of Aon Corporation and Aon Global Holdings plcs 2.05%Senior Notes due 2031AON31New York Stock ExchangeGuarantees of Aon Corporation and Aon Global Holdings plcs 2.60%Senio

6、r Notes due 2031AON31ANew York Stock ExchangeGuarantees of Aon North America,Inc.s 5.300%Senior Notes due 2031AON31BNew York Stock ExchangeGuarantees of Aon Corporation and Aon Global Holdings plcs 5.00%Senior Notes due 2032AON32New York Stock ExchangeGuarantees of Aon Corporation and Aon Global Hol

7、dings plcs 5.35%Senior Notes due 2033AON33New York Stock ExchangeGuarantees of Aon North America,Inc.s 5.450%Senior Notes due 2034AON34New York Stock ExchangeGuarantees of Aon plcs 4.25%Senior Notes due 2042AON42New York Stock ExchangeGuarantees of Aon plcs 4.45%Senior Notes due 2043AON43New York St

8、ock ExchangeGuarantees of Aon plcs 4.60%Senior Notes due 2044AON44New York Stock ExchangeGuarantees of Aon plcs 4.75%Senior Notes due 2045AON45New York Stock ExchangeGuarantees of Aon Corporation and Aon Global Holdings plcs 2.90%Senior Notes due 2051AON51New York Stock ExchangeGuarantees of Aon Cor

9、poration and Aon Global Holdings plcs 3.90%Senior Notes due 2052AON52New York Stock ExchangeGuarantees of Aon North America,Inc.s 5.750%Senior Notes due 2054AON54New York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NONE_Indicate by check mark if the registrant is a well-k

10、nown seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be fil

11、ed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for thepast 90 days.Yes No Indicate by check mark whether the registrant

12、has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the r

13、egistrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”inRule 12b-2 of the Exchange Act.20

14、25/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm1/154Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elect

15、ed not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectivenes

16、s of its internal controlover financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued itsaudit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financi

17、al statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the re

18、gistrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 28,2024,the aggregate market value of the registrants Class A Ordinary Shares hel

19、d by non-affiliates of the registrant was$63,751,112,781 basedon the closing sales price as reported on the New York Stock Exchange Composite Transaction Listing.Number of the registrants Class A Ordinary Shares of Aon plc,$0.01 nominal value,outstanding as of February 14,2025:216,001,106.DOCUMENTS

20、INCORPORATED BY REFERENCEPortions of the registrants proxy statement for its 2025 Annual General Meeting of Shareholders are incorporated by reference in this report in response toPart III,Items 10,11,12,13,and 14.Information Concerning Forward-Looking StatementsThis report contains certain statemen

21、ts related to future results,or states our intentions,beliefs,and expectations or predictionsfor the future,all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of1995,Section 27A of the Securities Act of 1933,as amended,(the“Securities

22、Act”)and Section 21E of the Securities ExchangeAct of 1934,as amended(the“Exchange Act”).Forward-looking statements represent managements expectations or forecasts offuture events.These statements include statements about our plans,objectives,strategies,financial performance and outlook,trends,prosp

23、ects or other future events and involve known and unknown risks that are difficult to predict.Forward-lookingstatements are typically identified by words such as“anticipate,”“believe,”“estimate,”“expect,”“forecast,”“project,”“positioned,”“intend,”“plan,”“probably,”“potential,”“looking forward,”“cont

24、inue,”and other similar terms,and future orconditional tense verbs like“could,”“may,”“might,”“should,”“will,”and“would.”You can also identify forward-lookingstatements by the fact that they do not relate strictly to historical or current facts.For example,we may use forward-lookingstatements when ad

25、dressing topics such as:market and industry conditions,including competitive and pricing trends;changes inour business strategies and methods of generating revenue;the development and performance of our services and products;changesin the composition or level of our revenues;our cost structure and t

26、he outcome of cost-saving or restructuring initiatives,includingthe impacts of the Accelerating Aon United Program;outcome of contingencies;dividend policy;the expected impact ofacquisitions,dispositions,and other significant transactions or the termination thereof;litigation and regulatory matters;

27、pensionobligations;cash flow and liquidity;expected effective tax rate;expected foreign currency translation impacts;potential changes inlaws or future actions by regulators;and the impact of changes in accounting rules.These forward-looking statements are subject tocertain risks and uncertainties t

28、hat could cause actual results to differ materially from either historical or anticipated resultsdepending on a variety of factors.Potential factors,which may be revised or supplemented in subsequent reports filed or furnishedwith the Securities and Exchange Commission,that could impact results incl

29、ude:changes in the competitive environment,due to macroeconomic conditions(including impacts from instability in thebanking or commercial real estate sectors)or otherwise,or damage to our reputation;fluctuations in currency exchange,interest,or inflation rates that could impact our financial conditi

30、on or results;changes in global equity and fixed income markets that could affect the return on invested assets;changes in the funded status of our various defined benefit pension plans and the impact of any increased pension fundingresulting from those changes;the level of our debt and the terms th

31、ereof reducing our flexibility or increasing borrowing costs;rating agency actions that could limit our access to capital and our competitive position;our global tax rate being subject to a variety of different factors,including the adoption and implementation in theEuropean Union,the United States,

32、the United Kingdom,or other countries of the Organization for Economic Co-operation and Development tax proposals or other pending proposals in those and other countries,which could createvolatility in that tax rate;changes in our accounting estimates and assumptions on our financial statements;limi

33、ts on our subsidiaries ability to pay dividends or otherwise make payments to their respective parent entities;2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm2/154the impact of legal proceedings and other contingencies,including those aris

34、ing from acquisition or dispositiontransactions,errors and omissions and other claims against us(including proceedings and contingencies relating totransactions for which capital was arranged by Vesttoo Ltd.or related to actions we may take in being responsible formaking decisions on behalf of clien

35、ts in our investment businesses or in other advisory services that we currently provide,or may provide in the future);the impact of,and potential challenges in complying with,laws and regulations of the jurisdictions in which we operate,particularly given the global nature of operations and the poss

36、ibility of differing or conflicting laws and regulations,or theapplication or interpretation thereof,across such jurisdictions;the impact of any regulatory investigations brought in Ireland,the United Kingdom,the United States,and other countries;failure to protect intellectual property rights or al

37、legations that we have infringed on the intellectual property rights ofothers;general economic and political conditions in the countries in which we do business around the world;the failure to retain,attract and develop experienced and qualified personnel;international risks associated with our glob

38、al operations,including impacts from military conflicts or political instability,such as the ongoing Russian war in Ukraine and the conflicts in the Middle East;the effects of natural or human-caused disasters,including the effects of health pandemics and the impacts of climate-related events;any sy

39、stem or network disruption or breach resulting in operational interruption or improper disclosure of confidential,personal,or proprietary data,and resulting liabilities or damage to our reputation;our ability to develop,implement,update,and enhance new technology;the actions taken by third parties t

40、hat perform aspects of our business operations and client services;our ability to continue,and the costs and risks associated with growing,developing and integrating acquired business,andentering into new lines of business or products;our ability to secure regulatory approval and complete transactio

41、ns,and the costs and risks associated with the failure toconsummate proposed transactions;changes in commercial property and casualty markets,commercial premium rates or methods of compensation;our ability to develop and implement innovative growth strategies and initiatives intended to yield cost s

42、avings(includingthe Accelerating Aon United Program)and the ability to achieve such growth or cost savings;the effects of Irish law on our operating flexibility and the enforcement of judgments against us;adverse effects on the market price of Aons securities and/or operating results for any reason,

43、including,withoutlimitation,because of a failure to realize the expected benefits of the acquisition of NFP(including anticipated revenueand growth synergies)in the expected timeframe,or at all;andsignificant integration costs in connection with the acquisition of NFP or unknown or inestimable liabi

44、lities.Any or all of our forward-looking statements may turn out to be inaccurate,and there are no guarantees about ourperformance.The factors identified above are not exhaustive.Aon and its subsidiaries operate in a dynamic business environmentin which new risks may emerge frequently.Accordingly,re

45、aders should not place undue reliance on forward-looking statements,which speak only as of the dates on which they are made.We are under no(and expressly disclaim any)obligation to update oralter any forward-looking statement that we may make from time to time,whether as a result of new information,

46、future events,orotherwise.Further information about factors that could materially affect Aon,including our results of operations and financialcondition,is contained in the“Risk Factors”section in Part I,Item 1A of this report.12025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/

47、000162828025006093/aon-20241231.htm3/154Table of ContentsPART IItem 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosurePART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters

48、 and Issuer Purchases of Equity SecuritiesItem 6.ReservedItem 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataAon plc Consolidated Statements of I

49、ncomeAon plc Consolidated Statements of Comprehensive IncomeAon plc Consolidated Statements of Financial PositionAon plc Consolidated Statements of Shareholders EquityAon plc Consolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsItem 9.Changes in and Disagreements with Accou

50、ntants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem 10.Directors,Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownershi

51、p of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions,and Director IndependenceItem 14.Principal Accountant Fees and ServicesPART IVItem 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySIGNATURES52025

52、/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm4/154The below definitions apply throughout this report unless the context requires otherwise:TermDefinitionAAUAccelerating Aon United ProgramABOAccumulated Benefit ObligationAUMAssets Under Manag

53、ementBPSBasis PointsCIGCCyber Incident Governance CommitteeCODMChief Operating Decision MakerCPIConsumer Price IndexCSOChief Security OfficerDCFDiscounted Cash FlowDOLDepartment of LaborE&OErrors and OmissionsEBITAEarnings before Interest,Taxes,and AmortizationEBITDAEarnings before Interest,Taxes,De

54、preciation,and AmortizationERISAEmployee Retirement Income Security Act of 1974ERMEnterprise Risk ManagementESGEnvironmental,Social,Corporate GovernanceE.U.European UnionFCAFinancial Conduct AuthorityFINRAFinancial Industry Regulatory AuthorityGAAPGenerally Accepted Accounting PrinciplesGEOCGlobal E

55、mergency Operations CenterGILTIGlobal Intangible Low-Tax IncomeGPOGlobal Privacy OfficeGSSGlobal Security ServicesLOCLetter of CreditLPPLeadership Performance PlanMDIMarket Derived IncomeNFPNational Financial PartnersNISTNational Institute of Standards and TechnologyNPPCNet Periodic Pension CostNYSE

56、New York Stock ExchangeOECDOrganization for Economic Co-operation and DevelopmentPBOProjected Benefit ObligationPCAOBPublic Company Accounting Oversight BoardPSAPerformance Share AwardsREITReal Estate Investment TrustsROURight-of-UseRPGICRetirement Plan Governance and Investment CommitteeRSURestrict

57、ed Share UnitsS&PStandard&PoorsSECSecurities and Exchange CommissionU.K.United KingdomU.S.United StatesVIEVariable Interest Entity62025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm5/154PART IItem 1.BusinessOVERVIEWAon plc(which may be referr

58、ed to as“Aon,”the“Company,”“we,”“us,”or“our”)is a leading global professional servicesfirm providing a broad range of Risk Capital and Human Capital solutions.Through our experience,global reach,andcomprehensive analytics,we help clients meet rapidly changing,increasingly complex,and interconnected

59、challenges related torisk and people.We are committed to accelerating innovation to address unmet and evolving client needs so that our clients arebetter informed,better advised,and able to make better decisions to protect and grow their business.Management remains focusedon strengthening Aon and un

60、iting the firm through its Aon United strategy,with capabilities delivered through Risk Capital andHuman Capital and enabled by data and analytics to deliver additional insight,connectivity,and efficiency.Our clients are in over 120 countries and include all market segments and almost every industry

61、.This diversification of ourcustomer base helps provide us stability in different economic scenarios that could affect specific industries,customer segments,orgeographies.We have continued to focus our portfolio on higher-margin,capital-light professional services businesses that have highrecurring

62、revenue streams and strong cash flow generation.We endeavor to make capital allocation decisions in order to maximizevalue for Aon and its shareholders.BUSINESS SEGMENTSThe Company formerly operated as one reportable segment under Aon United,which included all of Aons operations.Beginning in the fou

63、rth quarter of 2024,the CODM assesses the performance of the Company and allocates resources based on twosegments:Risk Capital and Human Capital.This segmentation will align with how the Company addresses client needs,accelerating its Aon United strategy and maximizing value for Aon and its sharehol

64、ders.Differences between the reportablesegments results and Aons consolidated results include certain inter-segment revenues,as well as unallocated expenses.Priorperiod comparative segment information has been recast to conform with current year presentation,which reflects the way ourCODM internally

65、 receives information and manages and monitors our reportable operating segment performance.The accountingpolicies of the reportable segments are the same as those described in Note 2“Summary of Significant Accounting Principles andPractices.”In 2024,our consolidated Total revenue was$15,698 million

66、.This includes$10,517 million in Risk Capital and$5,209 millionin Human Capital before certain intercompany eliminations.Principal Products and ServicesRisk CapitalCommercial Risk Solutions uses Risk Capitals extensive data and analytics capabilities to provide brokerage and consultingservices that

67、help organizations develop,improve,and implement their risk management strategies.Commercial Risk Solutionsincludes insurance and specialty brokerage,global risk consulting,captives management,and Affinity programs.In insurancebrokerage,our dedicated teams of risk professionals utilize comprehensive

68、 analytics to design strategically resilient insuranceprograms and provide our clients access to Aons proprietary facilities,such as Aon Client Treaty and all other forms of capital,regardless of insurance carrier,placement structure or geography.Throughout the year,we review analytics specific to c

69、lientslosses and exposures,and we evaluate new risk transfer techniques to be considered in the current market conditions.CommercialRisk Solutions is organized around industry and product,including but not limited to property,casualty,financial and professionallines,construction,transportation,energ

70、y,cyber,surety,trade credit,crisis management,transaction liability,and climate.AonsGlobal Risk Consulting and Captive Management teams use quantitative analytics to advise on the trade-offs between risk retentionand risk transfer as well as to provide claims consulting and advocacy to ensure optima

71、l financial recovery.Aons Affinity businesscollaborates with sponsored groups and other distribution channels to develop,market,and administer customized insuranceprograms.Commercial Risks global reach enables seamless client service in all geographies including Aons Global BrokingCenters in London,

72、Bermuda and Singapore.Reinsurance Solutions includes treaty reinsurance,facultative reinsurance,Strategy and Technology Group and capitalmarkets.Treaty reinsurance addresses underwriting and capital objectives on a portfolio level,allowing our clients to moreeffectively manage the combination of pre

73、mium growth,return on capital,and rating agency interests on an integrated basis.Thisincludes the development of more competitive,innovative,and efficient risk transfer options.Facultative reinsurance empowersclients to better understand,manage,and transfer risk through innovative facultative soluti

74、ons and provides the most efficientaccess to the global facultative reinsurance markets.Strategy and Technology Group combines strategic advice with2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm6/15452025/5/19 12:12aon-20241231https:/www.

75、sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm7/154data-driven consulting,analytics,and modeling tools,including Tyche,ReMetrica,and PathWise,to help clients deploy capitalefficiently and effectively.We develop highly customized solutions,enabled by innovative technology,that

76、 help clients drivegrowth and operational efficiency,improve balance sheet strength and resiliency,and comply with regulatory and operationalrequirements,including through the execution of reinsurance transactions.Capital markets is a global investment bank withexpertise in insurance-linked securiti

77、es,capital raising,strategic advice,restructuring,and mergers and acquisitions.We partnerwith insurers,reinsurers,investment firms,and corporations in executing innovative risk management products,capital marketsolutions and corporate finance advisory services.Human CapitalHealth Solutions includes

78、consulting and brokerage,consumer benefits,and talent advisory services.Consulting and brokeragedevelops and implements innovative,customized health and benefits strategies for our clients to manage risk,drive engagement,and strengthen their workforce through improved health and wellbeing.We partner

79、 with insurers and other strategic partners todevelop and implement new and innovative solutions and leverage world-class analytics and technology to help clients makeinformed decisions and manage healthcare outcomes.Consulting and brokerage also advises multinational companies on globalbenefits pro

80、grams,including program design and management,financing optimization,and enhanced employee experience,as wellas assists in navigating global regulatory and compliance requirements in over 120 countries.Consumer benefits solutions designsand delivers innovative voluntary consumer benefits programs th

81、at improve an employers total rewards strategy and positivelyimpacts their employees financial and overall wellbeing.We leverage our proprietary digital platform to provide efficientenrollment strategies through an effective combination of data,analytics,and tailored products.Our talent team deliver

82、s data,analytics,and advice to business leaders so they can make better workforce decisions and align their business and people strategies.We support clients across the full employee lifecycle,including talent assessment and selection,compensation benchmarking,totalrewards strategy optimization,Corp

83、orate Governance,ESG consulting,and strategic employee communications.Wealth Solutions includes retirement consulting,pension administration,and investments consulting.Retirement consultingprovides clients strategic design advice,actuarial services,risk management solutions including pension risk tr

84、ansfer,andintegrated pension administration.We also help organizations manage their balance sheet volatility.Our investments advisory teamprovides corporations,public pensions,endowments and foundations with advice on developing and maintaining investmentprograms across a broad range of plan types,i

85、ncluding defined benefit plans,defined contribution plans and Master Trusts.Ourdelegated investment solutions provide ongoing management of investment programs in both partial or full discretionary models.We partner with clients leveraging our expertise and scale to help them effectively manage thei

86、r investment portfolio.Revenue and CompensationOur business generates revenues primarily through commissions,compensation from insurance and reinsurance companies forservices we provide to them,and fees from customers.Commissions and fees for brokerage services vary depending upon severalfactors,whi

87、ch may include the amount of premium,the type of insurance or reinsurance coverage provided,the particular servicesprovided to a client,insurer,or reinsurer,and the capacity in which we act.Compensation from insurance and reinsurancecompanies includes:(1)fees for consulting and analytics services,an

88、d(2)fees and commissions for administrative and otherservices provided to or on behalf of insurers and reinsurers.Fees from clients for advice and consulting services are dependent onthe extent and value of the services we provide.Payment terms are consistent with current industry practices.Funds He

89、ld on Behalf of ClientsWe typically hold funds on behalf of clients,including premiums received from clients and claims due to clients that are intransit to and from insurers.Certain funds held on behalf of clients are invested in interest-bearing premium trust accounts and canfluctuate significantl

90、y depending on when we collect and remit cash.The principal is segregated and not available for generaloperating purposes,although we may earn interest on these accounts.CompetitionOur business operates in a highly competitive and fragmented environment.We compete with numerous other global insuranc

91、ebrokers and consulting companies,including,among others,Marsh&McLennan Companies,Inc.,Willis Towers Watson PublicLimited Company,Arthur J Gallagher&Company,and Lockton Companies,Inc.,as well as numerous other global,regional,andlocal firms in almost every area of our business.We also compete with i

92、nsurance and reinsurance companies that directly marketand service their insurance products without the assistance of brokers or agents.Additionally,we compete with other businessesthat do not fall into the categories above,including large financial institutions and independent consulting firms and

93、consultingorganizations affiliated with accounting,information systems,technology,human resources,and financial services firms.62025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm8/154SeasonalityDue to buying patterns and delivery of certain p

94、roducts and services in the markets we serve,revenues recognized tend to behigher in the first and fourth quarters of each fiscal year.Licensing and RegulationOur business activities are subject to licensing requirements and extensive regulation under the laws of countries in which weoperate,includi

95、ng U.S.federal and state laws.See the“Risk Factors”section in Part I,Item 1A of this report for informationregarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operatemay have an adverse effect on our business.Regulatory authoritie

96、s in the U.S.and most other countries in which our operating subsidiaries conduct business may requireindividuals,entities,and related service providers to obtain a license from a government agency,including(but not limited to)licenses to operate as insurance producers,brokers,agents,consultants,rei

97、nsurance brokers,or managing general agents.Certain jurisdictions issue licenses only to resident entities or individuals.In such jurisdictions,if the Company has no licensedsubsidiary,we may maintain arrangements with residents or business entities licensed to act in such jurisdiction.Sucharrangeme

98、nts are subject to an internal review and approval process.Our subsidiaries must comply with laws and regulations of the jurisdictions in which they do business.These laws andregulations are enforced by the FCA in the U.K.,by federal and state agencies in the U.S.,and by various regulatory agencies

99、andother supervisory authorities in other countries through the granting and revoking of licenses to do business,the licensing of agents,the monitoring of trade practices,policy form approval,limits on commission rates,and mandatory remuneration disclosurerequirements.Insurance authorities in the U.

100、K.,U.S.,and certain other jurisdictions in which our subsidiaries operate have enacted laws andregulations governing the investment of funds,such as premiums and claims proceeds,held in a fiduciary capacity for others.These laws and regulations generally require the segregation of these fiduciary fu

101、nds and limit the types of investments that may bemade with them.Investment,securities,and futures licensing authorities also govern certain business activities.For example,in the U.S.,we useAon Securities LLC,an indirect,wholly owned subsidiary of Aon,and a U.S.-registered broker-dealer and investm

102、ent advisor,member of FINRA and Securities Investor Protection Corporation,for investment banking,capital advisory services and otherbroker-dealer activities.Similar operations exist in other jurisdictions outside of the U.S.Further,pension and financial laws and regulations,including oversight and

103、supervision by the FCA in the U.K.,the SEC andthe DOL in the U.S.,and regulators in other countries govern certain of the retirement-related consulting services provided by Aonand its subsidiaries and affiliates.This includes Aon subsidiaries that provide investment advisory services regulated by va

104、riousU.S.federal authorities including the SEC,DOL,and FINRA,as well as authorities on the state level.In addition,other servicesprovided by Aon and its subsidiaries and affiliates,such as trustee services and retirement and employee benefit programadministrative services,are subject in various juri

105、sdictions to pension,investment,securities,and insurance laws and regulations,and supervision.ClienteleOur clients operate in many businesses and industries throughout the world.Our single largest client by revenue accounted forapproximately 1%of our Total revenue in 2024.Additionally,we place insur

106、ance with many insurance carriers,none of whichindividually accounted for more than 10%of the total premiums we placed on behalf of our clients in 2024.Aon United,Our Culture,and Human Capital Management StrategyOur CultureOur culture is driven by our values committed as one firm to our purpose,unit

107、ed through trust and integrity as one inclusiveteam,and passionate about making our colleagues and clients successful.Our colleagues are the cornerstone of our success.Collaboration and innovation drive our culture,bringing the best of Aon to clients in a holistic and seamless manner.Our AonUnited s

108、trategy defines how our colleagues work together to deliver value to clients,setting a new standard for client leadership.Aon United is brought to life through our common client value creation model which scales strategies from across the firm,throughour Risk Capital and Human Capital solutions,to b

109、ring the best of Aon to clients.Each year,Aon makes significant philanthropiccontributions to various organizations,supports numerous colleague volunteer opportunities,and72025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm9/154offers paid tim

110、e off to volunteer.In 2023,we announced our 3x3 Plan to accelerate Aon United by delivering industry definingclient content,unmatched capabilities,and exceptional service over three years.ColleaguesAs of December 31,2024,we employed approximately 60,000 employees and conducted our operations in more

111、 than 120countries.Our colleagues diverse talents,expertise,and insights contribute to the success of both our firm and our clients,and weseek to attract,grow,and retain the best talent in the industry.Our Inclusive People Leadership strategy is a central part of our AonUnited strategy and is a key

112、enabler to realizing our aspirations and purpose as a firm.All our colleagues are called upon to beleaders in embracing and modeling our Aon United values and behaviors.Inclusive People Leadership at Aon is designed to ensurethat all colleagues at every stage of their career journey are equipped and

113、 motivated to deliver on our purpose and able toachieve their full potential.Our colleague experience ensures that colleagues feel more relevant,connected and valued whichcreates a greater sense of belonging.Training and DevelopmentWe invest significant resources to develop the talent needed to rema

114、in at the forefront of innovation and remain an attractiveemployer.Colleagues are invited to complete a broad spectrum of curricula to meet their career stage goals and developmentalneeds.We provide our colleagues what they need to learn and grow to be best-in-class client leaders.From self-guided l

115、earningcourses to advanced leadership programs,the curriculum is aligned to the Aon United strategy.Our investment in technology anduse of virtual and in-person based learning and development programs allows us to deliver targeted offerings designed to advanceall colleagues development.Colleague Eng

116、agement and RetentionProviding an engaging and rewarding colleague experience is a top priority for us and understanding colleagues feedbackhelps us to reach that goal.We use a variety of channels to facilitate open,on-going,and direct communication with colleagues.These channels include open forums

117、 and town halls with executives,colleague surveys,and engagement through our BusinessResource Groups.Business Resource Groups are our independent and voluntary networks that provide input,take action,and helpidentify opportunities for our firm to further commitments to inclusion,wellbeing,and belong

118、ing.Our engagement survey process consists of frequent pulse surveys,as well as our annual all colleague support survey whichenables us to understand how colleagues are engaging with their teams,the firm,and clients.This outreach effort allows us togather insights more rapidly,take timely action to

119、address feedback,and deliver on the needs of colleagues in real time ensuringcolleagues feel more connected,more valued and more relevant.The pulse surveys for 2024 were focused on topics such asmanager and leadership support,delivering on our Aon Story,colleague wellbeing,inclusion,talent acquisiti

120、on and performanceand rewards.Feedback from our workforce provides management with a better understanding of evolving colleague viewpoints,and ensures we are taking appropriate steps to drive colleague engagement and retention.For discussion of the risks related to theattraction and retention of sen

121、ior management and other professional personnel,see the“Risk Factors”section in Part I,Item 1A ofthis report.RewardsIn addition to an inspired purpose and culture,we are proud to offer our colleagues a total rewards program that combinescompetitive pay,incentive opportunities,and benefits.Our compen

122、sation programs including salary,recognition,cash,and equityincentives are connected to our formal performance management and career development approach.These programs serve toreward colleagues for their Aon United impact both in what they accomplish for clients,colleagues,and shareholders,how they

123、achieve those results and how they deliver on our values.We maintain a global commitment to colleague wellbeing and play a keyrole in supporting colleagues across the physical,emotional,financial,and social spectrum.Our comprehensive benefit programsare competitive for the markets in which we operat

124、e and aligned with our values and culture.Our compensation philosophy aligns with our Aon United strategy and delivering long-term shareholder value creation.Ourexecutive incentives are based on driving results,delivery of strategic initiatives,and leadership.Twenty percent of executivediscretionary

125、 incentive compensation is based on quantifiable performance against strategic people priorities,including talentretention,engagement,wellbeing and inclusion.InclusionWe believe that inclusive teams produce better insight,better solutions and,ultimately,the best outcomes for clients and ourlong-term

126、 success.82025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm10/154We are focused on being a firm that is representative of the communities in which we operate.We aim to achieve this byaligning inclusion actions to the following pillars:recrui

127、tment,education,promotion,and representation.We strongly believe thatonly when colleagues can be their authentic selves will they reach their full potential.The Companys Board of Directors(“Board”)oversees Aons ERM program and allocates certain oversight responsibilities toits committees and any sub

128、-committees,as appropriate.Our commitment to inclusion starts from the top with our the Board,including its Inclusion&Wellbeing Sub-Committee.Our Global Inclusive Leadership Council is sponsored by our Chief ExecutiveOfficer and Chief Administrative Officer.Our colleague-led Business Resource Groups

129、 also support execution and provideadditional opportunities for colleagues to enhance our inclusive environment.As of December 31,2024,our global workforce was 54%women and 46%men,and the Aon Executive Committee,whichleads the firm was 53%women and 47%men.At the manager level,28%of senior leaders an

130、d 44%of managers with one or moredirect report were women.New colleague hires for the year were 53%women and 47%men.Our U.S.workforce was 25%raciallyor ethnically diverse,calculated as a percentage of colleagues that have voluntarily disclosed their race or ethnicity to Aon.At themanager level,12%of

131、 U.S.senior leaders and 18%of U.S.managers with one or more direct report were racially or ethnicallydiverse.New colleague hires for the year in the U.S.were 30%racially or ethnically diverse.Apprenticeship ProgramApprenticeship programs help build a talent pipeline of highly skilled professionals w

132、hile providing apprentices with advancededucation and work experience.By removing some of the traditional barriers to entry-level employment,as a firm we cancontribute to local workforce development and cultivate talent while improving retention rates in these entry-level roles.As afounding member o

133、f ten apprentice networks within the U.S.,we partner with companies and organizations to assist them inbuilding their own programs through sharing best practices and learnings.Across these networks,we have 249 organizationscommitted as of December 31,2024.Our two-year Apprenticeship Program,which wa

134、s implemented in the UK and U.S.in 2012 and 2017,respectively,serves asan alternate route into a permanent role that normally requires a specific degree or professional experience.We provide motivated,high-potential individuals with the required training(on the job and in the classroom),professional

135、 skills development,mentorship,and experiential learning to bridge the gap.802 Aon apprentices have been hired since the inception of the program across the U.S.and U.K.Both programs are certified apprenticeship programs,by the Department of Labor in the U.S.and the Department ofEducation in the U.K

136、.Website Access to Reports and Other InformationOur Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and all amendments tothose reports are made available free of charge through our website(https:/)as soon as reasonably practicable aftersuch material is electroni

137、cally filed with or furnished to the SEC.Also posted on our website are the charters for our Audit,Organization and Compensation,Governance/Nominating,and Finance Committees,and Inclusion&Wellbeing Sub-Committee,our Governance Guidelines,and our Code of Business Conduct.Within the time period requir

138、ed by the SEC and the NYSE,wewill post on our website any amendment to or waiver of the Code of Business Conduct applicable to any executive officer ordirector.In addition,we may announce material information to investors and the marketplace using our investor relations website.While not all of the

139、information that we post to such website is of a material nature,some information could be deemed to bematerial.Accordingly,we encourage investors,the media,and others interested in our company to review the information that weshare on our investor relations page on .The information provided on our

140、website is not part of this report and istherefore not incorporated herein by reference.Item 1A.Risk FactorsThe risk factors set forth below reflect risks associated with our existing and potential businesses and the industries in whichwe operate generally and contain“forward-looking statements”as d

141、iscussed in the“Business”Section of Part I,Item 1 of thisreport.Readers should consider these risks in addition to the other information contained in this report because our business,financial condition,or results of operations could be materially adversely affected if any of these risks were to act

142、ually occur andthe occurrence of such risks could cause our actual results to differ materially from those stated in or implied by the forward-looking statements in this document and elsewhere.Risk Factors SummaryThe following is a summary of the principal risks associated with our businesses and th

143、e industries in which we operategenerally as described in more detail in this report.We encourage you to carefully review the full risk factors immediatelyfollowing this summary as well as the other information in this report.2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/0

144、00162828025006093/aon-20241231.htm11/15492025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm12/154Risks Related to Our BusinessAn overall decline in economic and business activity could have a material adverse effect on the financial condition

145、 andresults of operations of our business.We face significant competitive pressures from traditional and non-traditional competitors that could affect our business.If we are unable to effectively develop and implement innovative strategies,efficiencies and new solutions for our clients,our reputatio

146、n,ability to compete effectively and financial condition may be adversely affected.If our clients are not satisfied with our services,we may face additional cost,loss of profit opportunities,damage to ourreputation,or legal liability.Revenues from commission arrangements may fluctuate due to many fa

147、ctors,including cyclical or permanent changes inthe insurance and reinsurance markets outside of our control.The profitability of our operations may not meet our expectations due to unexpected costs,cost overruns,inflation,earlycontract terminations,unrealized assumptions used in our contract biddin

148、g process or the inability to maintain our prices.Financial RisksWe are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cashflows.Similarly,changes in interest rates and deterioration of credit quality could reduce the value of our cash balan

149、cesand investment portfolios and adversely affect our financial condition or results.We have debt outstanding that could adversely affect our financial flexibility.In addition,a decline in the credit ratings ofour senior debt and commercial paper may adversely affect our borrowing costs,access to ca

150、pital,and financial flexibility.Our tax assets and liabilities are subject to a variety of different factors,including the adoption and implementation ofOECD tax proposals,which could create volatility in our global effective tax rate,expose us to greater than anticipated taxliabilities or cause us

151、to adjust previously recognized tax assets and liabilities.We are a holding company and,therefore,may not be able to receive dividends or other payments in needed amounts fromour subsidiaries.Legal and Regulatory RisksWe are subject to E&O claims against us as well as other contingencies and legal p

152、roceedings,some of which,ifdetermined unfavorably to us,could have a material adverse effect on our financial condition or results of operations.Our businesses are subject to extensive governmental regulation,which could reduce our profitability,limit our growth,orsubject us to legal and regulatory

153、actions.Failure to protect our intellectual property rights,or allegations that we have infringed on the intellectual property rights ofothers,could harm our reputation,ability to compete effectively,and financial condition.Operational RisksNatural or human-caused disasters could result in declines

154、in business and increases in claims that could adversely affectour financial condition and results of operations.Our success depends on our ability to retain,attract and develop experienced and qualified personnel,including our seniormanagement team and other personnel.We may not recognize all of th

155、e expected benefits from our Accelerating Aon United program and other operationalimprovement initiatives.Risks Related to Technology,Cybersecurity,and Data ProtectionWe rely on complex information technology systems and networks to operate our business.Any significant system ornetwork disruption du

156、e to a breach in the security of our information technology systems could have a negative impact onour reputation,operations,sales,and operating results.102025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm13/154Improper disclosure of confiden

157、tial,personal,or proprietary data could result in regulatory scrutiny,legal liability,or harmto our reputation.Risks Related to the Acquisition of NFPWe may not be able to integrate the NFP business successfully or manage the combined business effectively,and many ofthe anticipated synergies and oth

158、er benefits may not be realized or may not be realized within the expected time frame.We have incurred and may continue to incur significant integration-related costs in connection with the acquisition ofNFP.Risks Related to Being an Irish-incorporated CompanyWe are incorporated in Ireland,and Irish

159、 law differs from the laws in effect in the U.S.and may afford less protection toholders of our securities.As an Irish public limited company,certain capital structure decisions regarding the Company will require the approval ofshareholders,which may limit the Companys flexibility to manage its capi

160、tal structure.Irish law requires us to have available“distributable profits”to pay dividends to shareholders and generally to make sharerepurchases and redemptions.Risks Related to Our BusinessAn overall decline in economic and business activity could have a material adverse effect on the financial

161、condition and resultsof operations of our business.The results of our operations are generally affected by the level of business activity of our clients,which in turn is affected bythe economy of the industries and markets these clients serve.Economic downturns,volatility,or uncertainty in the broad

162、ereconomy or in specific markets(including as a result of endemics or pandemics,climate change,political unrest,actions by centralbanks,or otherwise)have caused in the past and may in the future cause reductions in technology and discretionary spending byour clients,which may result in reductions in

163、 the growth of new business or reductions in existing business.If our clients becomefinancially less stable,enter bankruptcy,liquidate their operations or consolidate,our revenues and collectability of receivablescould be adversely affected.The demand for property and casualty insurance generally ri

164、ses as the overall level of economic activity increases andgenerally falls as such activity decreases,affecting both the commissions and fees generated by our Risk Capital segment.Theeconomic activity that impacts property and casualty insurance is most closely correlated with employment levels,corp

165、oraterevenues,and asset values.Downward fluctuations in the year-over-year insurance premiums charged by insurers to protect againstthe same risk,referred to in the industry as softening of the insurance market,could adversely affect these businesses as asignificant portion of the revenue is determi

166、ned as a percentage of premiums charged to our clients.In addition,certaindiscretionary services within our business,such as our talent advisory services,project-related work within our Commercial Risk,Health,and Wealth solution lines,and transaction services,may see a decrease in activity if the ov

167、erall level of economic activityresults in a reduction to our clients discretionary spending.Insolvencies and consolidations associated with an economic downturn,especially insolvencies in the insurance industry,could adversely affect our brokerage business through the loss of clients byhampering ou

168、r ability to place insurance and reinsurance business.Also,error and omission claims against us,which we refer to asE&O claims,may increase in economic downturns or due to other natural or human-caused disasters,also adversely affecting ourbusiness.In addition,decreased underwriting capacity for ins

169、urance and reinsurance may create difficulty for our professionals toplace business,which may adversely impact our ability to earn revenue.We face significant competitive pressures from traditional and non-traditional competitors that could affect our business.As a global professional services firm,

170、we compete with a broad variety of firms,including global,national,regional,and localinsurance companies that market and service their own products,other financial services providers,brokers,and investmentmanagers,independent firms,and consulting organizations affiliated with accounting,information

171、systems,technology and humanresources consulting.We compete with respect to service,delivery of insights,product features,price,commission structure,technology,financial strength,ability to access certain insurance markets,and name recognition.Our competitors may have betterfinancial,technical and m

172、arketing resources,broader customer bases,greater name recognition,more comprehensive products,stronger presence in certain geographies,or more established relationships with their customers and suppliers than we have.112025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/0001628

173、28025006093/aon-20241231.htm14/154Alliances or mergers among competitors could affect our business.Further,we compete on pricing and the innovation andquality of our service offerings,which could be affected by competitors lower cost structures,product development activities,andpricing policies,any

174、or all of which could result in better market acceptance of our competitors offerings than those that we offeror develop.This competition is further intensified by an industry trend where clients elect to engage multiple brokers to service differentportions of their accounts.If we fail to respond su

175、ccessfully to the evolving competition we face,our financial condition or resultsof operations may be adversely affected.If we are unable to effectively develop and implement innovative strategies,efficiencies and new solutions for our clients,ourreputation,ability to compete effectively and financi

176、al condition may be adversely affected.Developing and implementing innovative strategies,efficient business practices,and new solutions to current and emergingclient needs is important to our business.We may be unsuccessful in developing innovative strategies,or our competitors may bemore successful

177、 in innovating and delivering services to meet new and existing client needs.Competitors may be able to innovatefaster and respond better to evolving client demand and industry conditions,or may price their products in a manner that clientsfind more attractive than Aons offerings.Further,new and non

178、-traditional competitors,our clients increasing ability anddetermination to self-insure,and capital market alternatives to traditional insurance and reinsurance markets cause additional formsof competition and innovation that could affect our business.If we are unsuccessful in innovating,if we canno

179、t innovate as quicklyas our competitors,if we are not able to make sufficient investment in innovation,if our competitors develop more cost-effectivetechnologies(including through the use of artificial intelligence or other emerging technologies),or if our ideas are not accepted inthe marketplace,it

180、 could have a material adverse effect on our ability to obtain and complete client engagements.For example,we have invested significantly in Aon Business Services and the development of proprietary data and analyticstools including repositories of our global insurance and reinsurance placement infor

181、mation,which we use to help drive results forour clients in the insurance and reinsurance placement process.Our competitors have or are developing competing data andanalytics tools,and their success in this space may impact our ability to differentiate our own data and analytics tools.Innovationsin

182、software,cloud computing,data and analytics,generative artificial intelligence,or other technologies that alter how our servicesare delivered could significantly undermine our investment in the business if we are slow to innovate or unable to take advantage ofthese developments.In addition,innovatio

183、n in the technology we leverage in our products and business processes,our capabilities,the sources ofcapital for our clients insurance and reinsurance needs,and the entry into new lines of business,services,or products requiresignificant investment and present additional risks to our business,parti

184、cularly in instances where the technologies and markets arenew or developing or where we are new participants in such markets.Such risks include the investment of significant time andresources;the possibility that these efforts will not be successful and could result in reputational damage to us;the

185、 possibility thatthe marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products orservices;and the risk of new or additional liabilities associated with these efforts,including potential E&O or other claims.Forexample,we continue to inves

186、t in artificial intelligence,particularly in generative artificial intelligence tools,and have developedgovernance and oversight measures regarding its use.Certain use cases of artificial intelligence in our business processes couldpose operational,legal or reputational risks where there may be inco

187、rrect outputs or bias in those systems or processes,or wherethere is inadequate human oversight.If our clients are not satisfied with our services,we may face additional cost,loss of profit opportunities,damage to ourreputation,or legal liability.We depend,to a large extent,on our relationships with

188、 our clients and our reputation for high-quality advice and solutions.If aclient is not satisfied with our services,it could cause us to incur additional costs and impair profitability,or lose the clientrelationship altogether.Moreover,if we fail to meet our contractual,statutory,common law or fiduc

189、iary obligations,we could besubject to legal liability or loss of client relationships.The nature of much of our work involves assumptions and estimates concerning future events,the actual outcome of which wecannot know with certainty in advance.For example,in our investment businesses,we may be mea

190、sured based on our track recordregarding judgments and advice on investments that are susceptible to influences unknown at the time the advice was given.Inaddition,we could make computational,software programming,or data entry or management errors.A client may claim it sufferedlosses due to reliance

191、 on our consulting advice,analysis,or reporting,which poses risks of liability exposure and costs of defenseand increased insurance premiums.Many of our clients are businesses that actively share information among themselves about thequality of service they receive from their vendors.Adverse stateme

192、nts or claims from clients(including clients in the public sectoror whose activities are frequently covered by the press)may receive media attention or122025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm15/154other publicity.Accordingly,poor

193、service to,or the adverse opinion of,one client may negatively impact our relationships withmultiple other clients.Damage to our reputation could have a material adverse effect on our business.We advise our clients on and provide services related to a wide range of subjects and our ability to attrac

194、t and retain clients ishighly dependent upon the external perceptions of our level of service,trustworthiness,business practices,financial condition,andother subjective qualities.Negative perceptions or publicity regarding these matters or others could erode trust and confidence anddamage our reputa

195、tion among existing and potential clients and existing and future employees,which could make it difficult for usto attract new clients and employees and retain existing ones.Negative public opinion could also result from actual or allegedconduct by us or those currently or formerly associated with u

196、s.Damage to our reputation,including as a result of negativeperceptions or publicity regarding a class of business,environmental matters,climate change,workforce make-up,pay equity,harassment,social justice,cyber security,data privacy and data protection,use of artificial intelligence or innovative

197、technology,orour inability to meet commitments or client and stakeholder expectations with respect to such matters,could affect the confidenceof our clients,rating agencies,regulators,stockholders,employees and third parties in transactions that are important to ourbusiness adversely affecting our b

198、usiness,financial condition,and operating results.Revenues from commission arrangements may fluctuate due to many factors,including cyclical or permanent changes in theinsurance and reinsurance markets outside of our control.Revenues from commission arrangements have historically been affected by si

199、gnificant fluctuations arising from uncertaintiesand changes in the industries in which we operate.A significant portion of our revenue consists of commissions paid to us out ofthe premiums that insurers and reinsurers charge our clients for coverage.We have no control over premium rates,and ourreve

200、nues and profitability are subject to change to the extent that premium rates fluctuate or trend in a particular direction.Thepotential for changes in premium rates is significant,due to pricing cyclicality in the commercial insurance and reinsurancemarkets.In addition to movements in premium rates,

201、our ability to generate premium-based commission revenue may be challenged by:the growing availability of alternative methods for clients to meet their risk-protection needs,including a greaterwillingness on the part of corporations to“self-insure,”the use of so-called“captive”insurers,and the devel

202、opment ofcapital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs thatincrease market capacity,increase competition,and put pressure on premiums;decreases in available underwriting capacity for insurance and reinsurance;fluctuation in the

203、need for,or relevancy of,insurance;the level of compensation,as a percentage of premium,that insurance carriers are willing to compensate brokers forplacement activity;the growing desire of clients to move away from variable commission rates and instead compensate brokers based uponflat fees,which c

204、an negatively impact us as fees are not consistently indexed for inflation and therefore,may not offer thesame financial performance;competition from insurers seeking to sell their products directly to consumers,including online sales,without theinvolvement of an insurance broker;andthe growing numb

205、er of technology-enabled competitors offering new risk-transfer solutions that eliminate the traditionalbroker-client relationship in both commercial insurance and reinsurance markets.The profitability of our operations may not meet our expectations due to unexpected costs,cost overruns,inflation,ea

206、rlycontract terminations,unrealized assumptions used in our contract bidding process or the inability to maintain our prices.Our profitability is highly dependent upon our ability to control our costs and improve our efficiency.As we adapt to changes inour business and the market,adapt to the regula

207、tory environment,enter into new engagements,acquire additional businesses,andtake on new employees in new locations,we may not be able to manage our large,diverse and changing workforce,effectivelycontrol our costs,or improve our efficiency.Our profit margin,and therefore our profitability,is largel

208、y a function of the revenue generated from our services and thestaffing costs for our personnel and related expenses.Accordingly,if we are not able to maintain the rates we charge for ourservices or appropriately manage the staffing costs of our personnel and related expenses,we may not be able to s

209、ustain our profitmargin and our profitability will suffer.The prices we are able to charge for our services are affected by a number of2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm16/154132025/5/19 12:12aon-20241231https:/www.sec.gov/Arc

210、hives/edgar/data/315293/000162828025006093/aon-20241231.htm17/154factors,including competitive factors,the extent of ongoing clients perception of our ability to add value through our services,andgeneral economic conditions.If we cannot drive suitable cost efficiencies,our profit margins will suffer

211、.Our cost efficiencies mayalso be impacted by factors such as our ability to transition consultants from completed projects to new assignments,to secure newbusiness,to forecast demand for our services(and,consequently,appropriately manage the size and location of our workforce),todevelop,attract and

212、 retain suitable capabilities and talent,to obtain third party services at favorable prices,and to manage keysuppliers to maximize delivery;product and efficiency opportunities;inflation(including wage inflation);and the need to devotetime and resources to training and professional and business deve

213、lopment.Financial RisksWe are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.We face exposure to adverse movements in exchange rates of currencies other than our reporting currency,the U.S.dollar,as asignificant portion of our bus

214、iness is located outside of the U.S.These exposures may change over time,and they could have amaterial adverse impact on our financial results and cash flows.Approximately 51.2%of our consolidated revenue is non-U.S.,attributed on the basis of where the services are performed,and where products are

215、sold,and the exposures created can havesignificant currency volatility.These currency exchange fluctuations create risk in both the translation of the financial results of ourglobal subsidiaries into U.S.dollars for our consolidated financial statements,as well as in those of our operations that rec

216、eiverevenue and incur expenses other than in their respective local currencies,which can reduce the profitability of our operationsbased on the direction the respective currencies exchange rates move.A decrease in the value of certain currencies relative to othercurrencies could place us at a relati

217、ve disadvantage compared to our competitors that benefit to a greater degree from a specificexchange rate move and can,as a result,deliver services at a lower cost or receive greater revenues from such a transaction.Although we use various derivative financial instruments to limit the impact of fore

218、ign exchange rate fluctuations,we cannoteliminate such risks,and,as a result,changes in exchange rates may adversely affect our results.For example,the strengthening ofthe value of the U.S.dollar versus other currencies may adversely affect the value of our products and services when translated toU.

219、S.dollar,even if the value of such products and services has not changed in their original currency.Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investmentportfolios and adversely affect our financial condition or results.Operating fun

220、ds available for corporate use were$1.3 billion at December 31,2024 and are reported in Cash and cashequivalents and Short-term investments.Of the total balance,$123 million was restricted to its use as of December 31,2024.Fundsheld on behalf of clients and insurers were$7.2 billion at December 31,2

221、024 and are reported in Fiduciary assets.We also carry aninvestment portfolio of other long-term investments.As of December 31,2024,these long-term investments had a carrying value of$90 million.Adverse changes in interest rates,performance,and counterparty credit quality,including default,could red

222、uce thevalue of these funds and investments,thereby adversely affecting our financial condition or results.We may experience reducedinvestment earnings on our cash and short-term investments of fiduciary and operating funds if the yields on investments deemedto be low risk fall below their current l

223、evels,or if negative yields on deposits or investments are experienced,as we haveexperienced in Japan and certain jurisdictions in the E.U.On the other hand,higher interest rates could result in a higher discountrate used by investors to value our future cash flows thereby resulting in a lower valua

224、tion of the Company.In addition,duringtimes of stress in the banking industry,counterparty risk can quickly escalate,potentially resulting in substantial losses for us as aresult of our cash or other investments with such counterparties,as well as substantial losses for our clients and the insurance

225、companies with which we work.Our pension obligations and value of our pension assets could adversely affect our shareholders equity,net income,cash flow,and liquidity.To the extent that the pension obligations associated with our pension plans continue to exceed the fair value of the assetssupportin

226、g those obligations,our financial position and results of operations may be adversely affected.In particular,lower interestrates and investment returns could result in the present value of plan liabilities increasing at a greater rate than the value of planassets,resulting in higher unfunded positio

227、ns in our pension plans.In addition,the periodic revision of pension assumptions orvariances of actual results from our assumptions can materially change the present value of expected future benefits,and thereforethe funded status of the plans and resulting net periodic pension expense.As a result,w

228、e may experience future changes in thefunded status of our plans that could require us to make additional cash contributions beyond those that have been estimated andwhich could adversely affect shareholders equity,net income,cash flow and liquidity.Our worldwide pension plans are significant,and th

229、erefore our pension contributions and expense are sensitive to variousmarket,demographic,and other factors.These factors include equity and bond market returns,fair value of pension assets,theassumed interest rates we use to discount our pension liabilities,foreign exchange rates,rates of inflation,

230、mortality assumptions,potential regulatory and legal changes or developments,and counterparty exposure from various investments and derivativecontracts,including annuities.Variations or developments in connection with any of these factors could cause2025/5/19 12:12aon-20241231https:/www.sec.gov/Arch

231、ives/edgar/data/315293/000162828025006093/aon-20241231.htm18/154142025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm19/154significant changes to our financial position and results of operations from year to year.In addition,contributions are

232、generallybased on statutory requirements and local funding practices,which may differ from measurements under U.S.GAAP.We have debt outstanding that could adversely affect our financial flexibility.As of December 31,2024,we had total consolidated debt outstanding of approximately$17.0 billion.The le

233、vel of debtoutstanding could adversely affect our financial flexibility by reducing our ability to use cash from operations for other purposes,including working capital,dividends to shareholders,share repurchases,acquisitions,capital expenditures and general corporatepurposes.We also are subject to

234、risks that,at the time any of our outstanding debt matures,we will not be able to retire or refinancethe debt on terms that are acceptable to us,or at all.As of December 31,2024,we had two primary committed credit facilities outstanding,as well as a delayed draw term loan.The credit facilities are i

235、ntended to support our commercial paper obligations and our general working capital needs,and thedelayed draw term loan was drawn upon in full in April 2024 to support the acquisition of NFP.In addition,each of our committedcredit facilities and the term loan included customary representations,warra

236、nties,and covenants,including financial covenants thatrequire us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt toadjusted consolidated EBITDA,tested quarterly.A substantial portion of our outstanding debt,including certain interco

237、mpany debt obligations,contains financial and othercovenants.The terms of these covenants may limit our ability to obtain,or increase the costs of obtaining,additional financing tofund working capital,capital expenditures,acquisitions,or general corporate requirements.This in turn may have the impac

238、t ofreducing our flexibility to respond to changing business and economic conditions,thereby placing us at a relative disadvantagecompared to competitors that have less indebtedness,or fewer or less onerous covenants associated with such indebtedness,andmaking us more vulnerable to general adverse e

239、conomic and industry conditions.If we cannot service our indebtedness,we may have to take actions such as selling assets,seeking additional equity,or reducingor delaying capital expenditures,strategic acquisitions,investments,and alliances,any of which could impede the implementationof our business

240、strategy or prevent us from entering into transactions that would otherwise benefit our business.Additionally,wemay not be able to take such actions or refinance any of our debt,if necessary,on commercially reasonable terms,or at all.A decline in the credit ratings of our senior debt and commercial

241、paper may adversely affect our borrowing costs,access tocapital,and financial flexibility.A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs,reduce oreliminate our access to capital,reduce our financial flexibility,and limit our ability to im

242、plement our corporate strategy.Our seniordebt ratings at December 31,2024 were A-with a negative outlook(S&P),BBB+with a stable outlook(Fitch),and Baa2 with astable outlook(Moodys).Our commercial paper ratings were A-2(S&P),F-2(Fitch)and P-2(Moodys).Real or anticipated changes in our credit ratings

243、will generally affect any trading market for,or trading value of,our securities.Such changes could result from any number of factors,including the modification by a credit rating agency of the criteria ormethodology it applies to particular issuers,a change in the agencys view of us or our industry,

244、or as a consequence of actions wetake to implement our corporate strategies.A change in our credit rating could adversely affect our access to capital and ourcompetitive position.Our tax assets and liabilities are subject to a variety of different factors,which could create volatility in our global

245、effective taxrate,expose us to greater than anticipated tax liabilities or cause us to adjust previously recognized tax assets and liabilities.We are,and anticipate we will be,subject to income taxes in Ireland,the U.K.,the U.S.,Singapore and many otherjurisdictions.As a result,our global effective

246、tax rate from period to period can be affected by many factors,including changes intax legislation or regulations,the continuing development of regulations and other governmental action that affect the applicationof such legislation,our global mix of earnings,the use of global funding structures,the

247、 tax characteristics of our income,the effectof complying with transfer pricing requirements under laws of many different countries on our revenues and costs,and theconsequences of acquisitions and dispositions of businesses and business segments.In addition,we could be subject to increasedtaxation

248、as a result of changes in eligibility for the benefits of current income tax treaties between and among Ireland,the U.K.,theU.S and other countries,including any future amendments to the current income tax treaties between and among such countries,orany new statutory or regulatory provisions that ma

249、y limit our ability to take advantage of any such treaties.Significant judgment isrequired in determining our worldwide provision for income taxes,and our determination of the amount of our tax liability isalways subject to review by applicable tax authorities.Our actual global tax rate may vary fro

250、m our expectation and that variancemay be material.152025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm20/154The overall tax environment in the jurisdictions in which we are or may be subject to taxes is highly uncertain and increasinglycompl

251、ex.In the U.S.,the Inflation Reduction Act introduced,among other changes,a 1%excise tax on certain stock redemptionsby U.S.corporations(which the U.S.Treasury indicated may also apply to certain stock redemptions of foreign corporationsdeemed funded by their U.S.affiliates).The OECD,a global coalit

252、ion of member countries,proposed a plan(commonly referred toas“Pillar Two”)to reform international taxation which includes the introduction of a 15%country-by-country minimum tax onbook income with specified adjustments.Ireland,the U.K.,Singapore,and many E.U.member states,among others,have enactedl

253、egislation to implement the global minimum tax that is generally consistent with the OECDs Pillar Two tax regime.Aons netincome(generally determined under U.S.GAAP),with specified modifications and determined on a country-by-country basis,issubject to the 15%minimum tax in countries that have enacte

254、d Pillar Two,and in Ireland(Aons parent company location)withrespect to countries that have not enacted a qualifying minimum tax under Pillar Two.There remains significant uncertainty as tohow Pillar Two will ultimately apply to Aon.The OECD has issued numerous guidance documents that may change how

255、 PillarTwo operates,subject to enactment by each implementing country,and the OECD may issue additional guidance in the future.There is a risk that the global minimum tax regime could have a material adverse effect on our global effective tax rate,results ofoperations,cash flows and financial condit

256、ion.We are,and anticipate we will be,subject to tax audits conducted by Ireland,the U.K.,the U.S.,and other tax authorities,andthe resolution of such audits could impact our tax rate in future periods,as would any reclassification or other changes(such asthose in applicable accounting rules)that inc

257、reases the amounts we have provided for income taxes in our consolidated financialstatements.The tax laws and regulations in Ireland,the U.K.,the U.S.,and the other tax jurisdictions in which we operate areinherently complex,and we will be obligated to make judgments and interpretations about the ap

258、plication of these laws andregulations to our operations and businesses.The interpretation and application of these laws and regulations could be challengedby the relevant governmental authorities,which could result in administrative or judicial procedures,actions or sanctions,whichcould be material

259、.There can be no assurance that we would be successful in attempting to mitigate the adverse impacts resulting from anychanges in tax laws and regulations,including any changes in the interpretation of such tax authorities,or from audits and othermatters.Our inability to mitigate the negative conseq

260、uences of such actions could cause our global effective tax rate to increase,our use of cash to increase and our financial condition and results of operations to suffer.Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.We pre

261、pare our consolidated financial statements in accordance with U.S.GAAP.These accounting principles require us tomake estimates and assumptions that affect the reported amounts of assets and liabilities,and the disclosure of contingent assetsand liabilities at the date of our consolidated financial s

262、tatements.We are also required to make certain judgments that affect thereported amounts of revenues and expenses during each reporting period.We periodically evaluate our estimates and assumptionsincluding,but not limited to,those relating to revenue recognition,pensions,recoverability of assets in

263、cluding customerreceivables,valuation of goodwill and intangibles,contingencies,share-based payments,and income taxes.We base our estimateson historical experience and various assumptions that we believe to be reasonable based on specific circumstances.Theseassumptions and estimates involve the exer

264、cise of judgment and discretion,which may evolve over time in light of operationalexperience,regulatory direction,developments or changes in accounting principles or standards,and other factors.Actual resultscould differ from these estimates,or changes in assumptions,estimates,policies,or developmen

265、ts in the business may change ourinitial estimates,which could materially affect the Consolidated Statements of Income,Comprehensive Income,Financial Position,Shareholders Equity,and Cash Flows.We may be required to record goodwill or other long-lived asset impairment charges,which could result in a

266、 significant chargeto earnings.Under U.S.GAAP,we review our long-lived assets for impairment when events or changes in circumstances indicate thecarrying value may not be recoverable.Goodwill is assessed for impairment at least annually.Factors that may be considered inassessing whether goodwill or

267、other long-lived assets may not be recoverable include a decline in our share price or marketcapitalization,reduced estimates of future cash flows and slower growth rates in our industry.We may experience unforeseencircumstances that adversely affect the value of our goodwill or other long-lived ass

268、ets and trigger an evaluation of therecoverability of the recorded goodwill and other long-lived assets.Future goodwill or other long-lived asset impairment chargescould materially impact our consolidated financial statements.We are a holding company and,therefore,may not be able to receive dividend

269、s or other payments in needed amounts from oursubsidiaries.The Company is organized as a holding company,a legal entity separate and distinct from our operating entities.As a holdingcompany without significant operations of its own,our principal assets are the shares of capital stock of our162025/5/

270、19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm21/1542025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm22/154subsidiaries.We rely on dividends,interest,and other payments from these subsid

271、iaries to meet our obligations for paying principaland interest on outstanding debt,paying dividends to shareholders,repurchasing ordinary shares,and corporate expenses.Certainof our subsidiaries are subject to regulatory requirements of the jurisdictions in which they operate or other restrictions

272、that maylimit the amounts that subsidiaries can pay in dividends or other payments to us.No assurance can be given that there will not befurther changes in law,regulatory actions,or other circumstances that could restrict the ability of our subsidiaries to pay dividendsor otherwise make payments to

273、us.Furthermore,no assurance can be given that our subsidiaries may be able to make timelypayments to us in order for us to meet our obligations.Legal and Regulatory RisksWe are subject to E&O claims against us as well as other contingencies and legal proceedings,some of which,if determinedunfavorabl

274、y to us,could have a material adverse effect on our financial condition or results of operations.We assist our clients with various matters,including advising on and placing insurance and reinsurance coverage and handlingrelated claims,consulting on various human resources matters,and providing actu

275、arial,investment consulting,asset management,and other services.E&O claims against us have in the past and may continue to allege our potential liability for damages arisingfrom our services.E&O claims include,for example,the failure of our employees or sub-agents,whether negligently or intentionall

276、y,to placecoverage correctly or notify carriers of claims on behalf of clients,to provide insurance carriers with complete and accurateinformation relating to the risks being insured,or the failure to give error-free consulting,financial,or investment advice.It is notalways possible to prevent and d

277、etect E&Os,and the precautions we take may not be effective in all cases.In addition,we aresubject to other types of claims,litigation,and proceedings in the ordinary course of business,which along with E&O claims,mayseek damages,including punitive damages or damages on behalf of a plaintiff class,i

278、n amounts that could,if awarded,have amaterial adverse impact on the Companys financial position,earnings,and cash flows.In addition to potential liability formonetary damages,such claims or outcomes could harm our reputation or divert management resources away from operating ourbusiness.We have his

279、torically purchased,and intend to continue to purchase,insurance to cover E&O claims and other insurance toprovide protection against certain losses that arise in such matters and other matters related to our operations.However,we may beunable to maintain,at commercially reasonable rates,our current

280、 levels of insurance coverage for E&O claims or other risks infuture periods,and with respect to such periods may seek to expand our use of self-insurance programs such as captives,thefunding of which may not adequately cover the costs of potential losses.Also,we have exhausted or materially deplete

281、d ourcoverage under some of the policies that protect us for certain years and,consequently,are self-insured or materially self-insuredfor some historical claims.Additionally,parts or all of an E&O claim could fall within insurance deductibles,self-insuredretentions,or policy exclusions.Accruals for

282、 these exposures,and related insurance receivables,when applicable,have beenprovided to the extent that losses are deemed probable and are reasonably estimable.These accruals and receivables are adjustedfrom time to time as developments warrant and may also be adversely affected by disputes we may h

283、ave with our insurers overcoverage.Amounts related to settlement provisions are recorded in Other general expenses in the Consolidated Statements ofIncome.Discussion of some of these claims,lawsuits,and proceedings are contained in the Notes to Consolidated FinancialStatements.In addition,we provide

284、 a variety of guarantees and indemnifications to our customers and others.In the event of a default,ourpotential exposure is equal to the amount of the guarantee or indemnification.Furthermore,our investment businesses provide advice to clients on:investment strategy,which can include advice on sett

285、inginvestment objectives,asset allocation,and hedging strategies;selection(or removal)of investment managers;the investment indifferent investment instruments and products;and the selection of other investment service providers such as custodians andtransition managers.For some clients,we are respon

286、sible for making decisions on these matters and we may implement suchdecisions in a fiduciary or agency capacity without assuming title over the underlying funds or assets invested.Asset classes mayexperience poor absolute performance and third parties we recommend or select,such as investment manag

287、ers,may underperformtheir benchmarks due to poor market performance,negligence,or other reasons,resulting in poor investment returns or losses.These losses may be attributable in whole or in part to alleged failures on our part or to events entirely outside of our control,including but not limited t

288、o uncertainty or volatility in financial markets due to economic,political,and regulatory conditions orpandemics.Plaintiffs have filed,and may continue to file,individual and class action lawsuits alleging investment consultants havecharged excessive fees,given improper advice or taken investment ac

289、tions due to conflicts of interest,or recommendedinvestments that underperformed other investments available at the time.Defending against these claims can involve potentiallysignificant costs,including legal defense costs,as well as cause substantial distraction,publicity and diversion of other res

290、ources.Ifany lawsuit against the Company or any other investment consultant or asset manager results in a large adverse verdict,the size ofthe verdict or resultant negative adverse publicity may prompt the2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon

291、-20241231.htm23/154172025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm24/154filing of additional lawsuits.Furthermore,our ability to limit our potential liability is restricted in certain jurisdictions and inconnection with claims involving

292、breaches of fiduciary or agency duties or other alleged errors or omissions.The ultimate outcome of claims,lawsuits,proceedings,guarantees and indemnifications cannot be ascertained,and liabilitiesin indeterminate amounts may be imposed on us.It is possible that future results of operations or cash

293、flows for any particularquarterly or annual period could be materially affected by an unfavorable resolution of these matters.Our businesses are subject to extensive governmental regulation,which could reduce our profitability,limit our growth,orsubject us to legal and regulatory actions.Our busines

294、ses are subject to extensive legal and regulatory oversight throughout the world,including the Irish CompaniesAct,the U.S.securities laws,rules,and regulations,the rules and regulations promulgated by the FCA and a variety of other laws,rules,and regulations addressing,among other things,licensing,d

295、ata privacy,management and protection,trade sanctions laws,restrictions and export controls,anti-money laundering,wage-and-hour standards,employment and labor relations,antitrust andcompetition,anti-corruption,currency,reserves,government contracting,and the amount of local investment with respect t

296、o ouroperations in certain countries.This legal and regulatory oversight could reduce our profitability or limit our growth by:increasingthe costs of legal and regulatory compliance;limiting or restricting the products or services we sell,the markets we serve or enter,the methods by which we sell ou

297、r products and services,the overall structure of our business units,the type of services and priceswe can charge for our services,or the form of compensation we can accept from our clients,carriers,and third parties;or bysubjecting our businesses to the possibility of legal and regulatory actions,pr

298、oceedings,or fines.The global nature of our operations increases the complexity and cost of compliance with laws and regulations adding to ourcost of doing business.In addition,many of these laws and regulations may have differing or conflicting legal standards acrossjurisdictions,increasing the com

299、plexity and cost of compliance.In emerging markets and other jurisdictions with less developedlegal systems,local laws and regulations may not be established with sufficiently clear and reliable guidance to provide usadequate assurance that we are operating our business in a compliant manner with al

300、l required licenses or that our rights areotherwise protected.In addition,certain laws and regulations,such as the Foreign Corrupt Practices Act and the Foreign AccountTax Compliance provisions of the Hiring Incentives to Restore Employment Act in the U.S.,the Bribery Act of 2010 in the U.K.and the

301、General Data Protection Regulation in the E.U.,impact our operations outside of the legislating country by imposingrequirements for the conduct of overseas operations,and in several cases,requiring compliance by foreign subsidiaries.In addition to the complexity of the laws and regulations themselve

302、s,the development of new laws and regulations or changesin application or interpretation of current laws and regulations or conflict between them also increases our legal and regulatorycompliance complexity.Additionally,our acquisitions of new businesses and our continued operational changes and ent

303、ry into newjurisdictions and development of new service offerings increases our legal and regulatory compliance complexity,as well as thetype of governmental oversight to which we may be subject.Changes in laws and regulations could mandate significant and costlychanges to the way we implement our s

304、ervices and solutions,impose additional licensure requirements or costs to our operationsand services,or cause us to cease offering certain services or solutions.New or evolving laws or regulations may also lead ourclients to include contractual requirements in their agreements with us,which may inc

305、rease our costs of compliance or introduceadditional organizational complexity.Furthermore,as we enter new jurisdictions or businesses and further develop and expand ourservices,including through acquisitions,we may become subject to additional types of laws and governmental oversight andsupervision

306、,such as those applicable to the financial lending or other service institutions.Regulatory developments that couldresult in changes that adversely affect us or cause us to change our business or operations include:additional requirements relatedto the use of artificial intelligence,data privacy and

307、 protection,data management and data usage in jurisdictions in which weoperate that may increase our costs of compliance and potentially reduce the manner in which we can use data;changes in taxregulations in the jurisdictions in which we operate;regulatory actions or changes that require us to chan

308、ge our compensationmodel;or additional regulations or other governmental action in jurisdictions in which we operate.Governmental,investor,stakeholder and greater public attention to ESG matters,including new or enhanced reporting,diligence or disclosure rules and regulations,has expanded and may co

309、ntinue to change the nature,scope,and complexity ofmatters that we are required to control,assess,and report.These and other rapidly changing laws,rules,regulations andexpectations,which may differ across the jurisdictions in which we operate,may increase the cost of our compliance and riskmanagemen

310、t and otherwise impact our business,which could have a material adverse effect on our business,results of operations,and financial condition.In addition,the shift toward a lower-carbon economy,driven by changes in laws,rules and regulations,low-carbon technology advancement,consumer sentiment,and/or

311、 liability risks,may negatively impact our business model and/orthe business models of our clients.182025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm25/154In all jurisdictions,the applicable laws and regulations are subject to amendment or

312、interpretation by regulatory authorities.Generally,such authorities are vested with relatively broad discretion to grant,renew,and revoke licenses and approvals and toimplement regulations.Accordingly,we may have a license revoked,limited,or be unable to obtain new licenses and therefore beprecluded

313、 or suspended from carrying on or developing some or all of our activities or otherwise be fined or penalized in a givenjurisdiction.No assurances can be given that our business can further develop or continue to be conducted in any given jurisdictionin the future as it has been conducted in the pas

314、t.Changes in the regulatory scheme,or even changes in how applicable regulationsare interpreted or applied,could have an adverse impact on our results of operations by limiting revenue streams or increasing costsof compliance.Our business regulatory oversight also includes licensing of insurance bro

315、kers and agents,managing general agency orgeneral underwriting operations,and the regulation of the handling and investment of client funds held in a fiduciary capacity.Ourcontinuing ability to provide insurance broking in the jurisdictions in which we operate depends on our compliance with the rule

316、sand regulations promulgated by the regulatory authorities in each of these jurisdictions,and our failure to adhere to these rules andregulations can expose us to fines,penalties,or other sanctions.We can also be affected indirectly by the governmental regulationand supervision of insurance companie

317、s.For instance,if we are providing or managing general underwriting services for aninsurer,we may have to adhere to regulations affecting our insurer client.Services provided in our Human Capital segment are also the subject of ever-evolving government regulation,either becausethe services provided

318、to our clients are regulated directly or because third parties upon whom we rely to provide services to clientsare regulated,thereby indirectly affecting the manner in which we provide services to those clients.In the U.S.,legislativeproposals have been introduced or proposed in Congress and in some

319、 state legislatures that would effect major changes in thehealth insurance industry,thereby impacting the cost for companies that offer healthcare benefits to their employees,or morebroadly affecting the structure or the stability of the insurance markets.In particular,our health care exchange busin

320、ess dependsupon the private sector of the U.S.insurance system and its role in financing health care delivery,and insurance carriers use andpayment of commissions to agents,brokers,and other organizations to market and sell individual and family health insuranceproducts and plans.Uncertainty regardi

321、ng,or any changes to,state or federal law,or the interpretation of such law by applicableregulatory agencies could delay client adoption of our health care exchange,impair our ability to retain clients who have adoptedour health care exchange,or cause insurance carriers to alter or eliminate the pro

322、ducts and plans that they offer or attempt to movemembers into new products or plans for which we receive lower commissions.In addition,changes in laws,governmentregulations,or the way those regulations are interpreted in the jurisdictions in which we operate could affect the viability,value,use,or

323、delivery of benefits and human resources programs,including changes in regulations relating to health and welfare plans(such as medical),defined contribution plans(such as 401(k),or defined benefit plans(such as pension),may adversely affect thedemand for,or profitability of,our services.If we viola

324、te the laws and regulations to which we are subject,we could be subject to fines,penalties,or criminal sanctionsand could be prohibited from conducting business in one or more jurisdictions.There can be no assurance that our employees,contractors,or agents will not violate these laws and regulations

325、,causing an adverse effect on our operations and financialcondition.Heightened regulatory oversight and scrutiny may lead to additional regulatory investigations,increased governmentinvolvement,or enforcement actions,which could consume significant management time and resources and could have advers

326、eeffects on our business and operations.For instance,increased scrutiny by competition authorities may increase our costs of doingbusiness or force us to change the way we conduct business or refrain from or otherwise alter the way we engage in certainactivities.Additionally,we could suffer signific

327、ant financial or reputational harm if we fail to properly identify and managepotential conflicts of interest,which exist or could exist any time we or any of our employees have or may have an interest in atransaction or engagement that is inconsistent with our clients interests.This could occur,for

328、example,when we are providingservices to multiple parties in connection with a transaction.We also may provide multiple types of services to certain clients frommore than one of our solution lines,creating a greater potential for conflicts with advisory services.Due to the broad scope of our busines

329、ses and our client base,we regularly address potential conflicts of interest,including,without limitation,situations where our services to a particular client or our own investments or other interests conflict,or areperceived to conflict,with the interests of another client.If these are not adequate

330、ly identified and managed,this could then lead tofailure or perceived failure to protect the clients interests,with consequential regulatory and reputational risks,including litigationor enforcement actions that could adversely affect us and our operations.Identifying conflicts of interest may also

331、proveparticularly difficult as we continue to bring systems and information together and integrate newly acquired businesses.In addition,we may not be able to adequately address such conflicts of interest.Insurance intermediaries have traditionally been remunerated by base commissions paid by insura

332、nce carriers in respect ofinsurance placements for clients,or by fees paid by clients.Intermediaries also obtain other revenue from insurance carriers.Thisrevenue,when derived from carriers in their capacity as insurance markets(as opposed to as corporate clients of the intermediarieswhere they may

333、be purchasing insurance or reinsurance or other non-market related services),is commonly2025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm26/154192025/5/19 12:12aon-20241231https:/www.sec.gov/Archives/edgar/data/315293/000162828025006093/aon-20241231.htm27/154known as MDI.MDI is another example of an area in which potential conflicts of int