AON 10-K Annual Report Dec. 31, 2018 | Alphaminr
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AON 10-K Fiscal year ended Dec. 31, 2018

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AON PLC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership 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 Schedules

Exhibits

2.1* Agreement and Plan of Merger and Reorganization by and among Aon Corporation and Market Mergeco Inc. dated January12, 2012 incorporated by reference to AnnexA of the Registration Statement on FormS-4/A (File No.333-178991) filed by Aon Global Limited on February6, 2012. 3.1* Articles of Association of Aonplc incorporated by reference to Exhibit3.1 to Aons Current Report on Form8-K filed on April2, 2012. 4.1* Amended and Restated Indenture, dated as of April2, 2012, among Aon Corporation, Aonplc and The Bank of NewYork Mellon Trust Company, N.A. (amending and restating the Indenture, dated as of January13, 1997, as supplemented by the First Supplemental Indenture, dated as of January13, 1997) incorporated by reference to Exhibit4.3 to Aons Current Report on Form8-K filed on April2, 2012. 4.6* Amended and Restated Indenture, dated as of April2, 2012, among Aon Corporation, Aonplc and The Bank of NewYork Mellon Trust Company, N.A., as trustee (amending and restating the Indenture, dated as of September10, 2010, between Aon Corporation and The Bank of NewYork Mellon Trust Company, N.A.) incorporated by reference to Exhibit4.2 to Aons Current Report on Form8-K filed on April2, 2012. 4.7* Form of 5.00% Senior Note due 2020 incorporated by reference to Exhibit4.3 to Aons Current Report on Form8-K filed on September10, 2010. 4.8* Form of 6.25% Senior Note due 2040 incorporated by reference to Exhibit4.4 to Aons Current Report on Form8-K filed on September10, 2010. 4.9* Indenture dated as of March8, 2011, among Aon Finance N.S. 1,ULC, Aon Corporation and Computershare Trust Company of Canada. incorporated by reference to Exhibit4.1 to Aons Current Report on Form8-K filed on March8, 2011. 4.10* First Supplemental Indenture, dated as of April2, 2012, among Aon Finance N.S. 1,ULC, Aon Corporation, as guarantor, Aonplc, as guarantor, and Computershare Trust Company of Canada, as trustee (supplementing the Indenture dated as of March8, 2011 among Aon Finance N.S.1,ULC, Aon Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee) incorporated by reference to Exhibit4.2 to Aons Current Report on Form8-K filed on April2, 2012. 4.11* Indenture, dated as of December12, 2012 by and among Aonplc, Aon Corporation, The Bank of NewYork Mellon Trust Company, N.A. incorporated by reference to Exhibit4.1 to Aons Current Report on Form8-K filed on December13, 2012. 4.12* Form of 4.250% Senior Note Due 2042 - incorporated by reference to Exhibit 4.6 to Aons Registration Statement on Form S-4 (File No. 333-187637) filed on March 29, 2013. 4.13* Indenture, dated as of May24, 2013, among Aon, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) incorporated by reference to Exhibit 4.1 to Aons Current Report on Form 8-K filed on May 24, 2013. 4.14* Formof 4.45% Senior Note due 2043 incorporated by reference to Exhibit 4.2 to Aons Current Report on Form 8-K filed on May 24, 2013. 4.15* Formof 4.00% Senior Note due 2023 incorporated by reference to Exhibit 4.2 to Aons Current Report on Form 8-K filed on November 26, 2013. 4.16* Form of 3.500% Senior Note due 2024 - incorporated by reference to Exhibit 4.2 to Aons Current Report on Form 8-K filed on May 27, 2014. 4.17* Form of 4.600% Senior Note due 2044 - incorporated by reference to Exhibit 4.3 to Aons Current Report on Form 8-K filed on May 27, 2014. 4.18* Amended and Restated Indenture, dated as of May 20, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee (including the Guarantee) - incorporated by reference to Exhibit 4.1 to Aons Current Report on Form 8-K filed on May 20, 2015. 4.19* Form of 4.750% Senior Note due 2045 - incorporated by reference to Exhibit 4.1 to Aons Current Report on Form 8-K filed on May 20, 2015. 4.20* Indenture, dated as of November 13, 2015, among Aon plc, Aon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) - incorporated by reference to Exhibit 4.1 to Aons Current Report on Form 8-K filed on November 13, 2015. 4.21* Form of 2.800% Senior Note due 2021 - incorporated by reference to Exhibit 4.2 to Aons Current Report on Form 8-K filed on November 13, 2015. 4.22* Form of 3.875% Senior Note due 2025 - incorporated by reference to Exhibit 1.1 to Aons Current Report on Form 8-K filed on February 29, 2016. 4.23* Indenture, dated as of December3, 2018, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) - incorporated by reference to Exhibit 4.1 to Aons Current Report on Form 8-K filed on December 3, 2018. 4.24* Form of 4.500% Senior Note due 2028 - incorporated by reference to Exhibit 4.2 to Aons Current Report on Form 8-K filed December 3, 2018. 10.1* Amended and Restated Agreement among the Attorney General of the State of NewYork, the Superintendent of Insurance of the State of NewYork, the Attorney General of the State of Connecticut, the Illinois Attorney General, the Director of the Illinois Department of Insurance, and Aon Corporation and its subsidiaries and affiliates effective as of February11, 2010 incorporated by reference to Exhibit10.1 to Aons Current Report on Form8-K filed on February16, 2010. 10.2* $900,000,000 Five-Year Credit Agreement among Aon plc, Aon Corporation and Aon UK Limited with Citibank, N.A., as administrative agent, the lenders party thereto, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as syndication agents, and Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers entered into on February 2, 2015, - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on February 4, 2015. 10.3* Form of notice of extension of $900,000,000 Five-Year Credit Agreement among Aon plc, Aon Corporation and Aon UK Limited with Citibank, N.A., as administrative agent, the lenders party thereto, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as syndication agents, and Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers entered into on February 2, 2015, - incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.4* Amendment No. 1 to the February 2, 2015 Credit Agreement among Aon plc, Aon Corporation and Aon UK Limited, the banks, financial institutions and other institutional lenders party to the Credit Agreement, dated June 21, 2017, incorporated by reference to Exhibit 10.3 to Aons Quarterly Report on 10-Q for the quarter ended June 30, 2017. 10.5* $400,000,000 Five-Year Credit Agreement among Aon plc and Aon Corporation with Citibank, N.A., as administrative agent, the lenders party thereto, HSBC Bank USA, National Association, as syndication agent, and Citigroup Global Markets,Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and joint bookrunners, entered into on October 19, 2017, incorporated by reference to the Current Report on Form 8-K filed on October 20, 2017. 10.6* Purchase Agreement, dated as of February 9, 2017, by and between Aon plc and Tempo Acquisition, LLC- incorporated by reference to Aons Current Report on Form 8-K filed February 10, 2017. 10.7* Amendment No. 1 to Purchase Agreement by and between Aon plc and Tempo Acquisition, LLC, entered into on April 17, 2017, incorporated by reference to Exhibit 10.2 to Aons Quarterly Report on 10-Q for the quarter ended March 31, 2017. 10.8* Deed of Assumption of Aonplc dated April2, 2012- incorporated by reference to Exhibit10.7 to Aons Current Report on Form8-K filed on April2, 2012. 10.9*# Aon Corporation Outside Director Corporate Bequest Plan (as amended and restated effective January1, 2010) incorporated by reference to Exhibit10.1 to Aons Quarterly Report on Form10-Q for the quarter ended June30, 2010. 10.10*# Aon Stock Incentive Plan, as amended and restated incorporated by reference to Exhibit10.2 to the Current Report on Form8-K filed on May24, 2006. 10.11*# First Amendment to the Amended and Restated Aon Stock Incentive Plan incorporated by reference to Exhibit10(au) to Aons Annual Report on Form10-K for the year ended December31, 2006. 10.12*# Second Amendment to the Amended and Restated Aon Stock Incentive Plan, dated April2, 2012 incorporated by reference to Exhibit10.10 to Aons Current Report on Form8-K filed on April2, 2012. 10.14*# First Amendment to the Aon Stock Award Plan (as amended and restated through 2000) incorporated by reference to Exhibit10(as) to Aons Annual Report on Form10-K for the year ended December31, 2006. 10.15*# Aon plc 2011 Incentive Plan, as amended and restated effective June 24, 2014- incorporated by reference to Exhibit10.1 to Aons Quarterly Report on Form10-Q for the quarter ended June 30, 2014. 10.16*# First Amendment to the Aon plc 2011 Incentive Plan, as amended and restated, effective as of March 31, 2016 - incorporated by reference to Exhibit 10.9 to Aons Quarterly Report on Form10-Q for the quarter ended March 31, 2016. 10.17*# Executive Committee Incentive Compensation Plan - incorporated by reference to Exhibit 10.3 to Aons Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.18*# Aon plc Leadership Performance Program - incorporated by reference to Exhibit 10.2 to Aons Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.19*# Aon Plc Leadership Performance Program as amended and vested effective January 1, 2018 - - incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. 10.20*# Aon plc Amended and Restated Executive Committee Combined Severance and Change in Control Plan, effective September 12, 2016 - incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. 10.21*# Form of Deed of Indemnity for Directors of Aonplc incorporated by reference to Exhibit10.4 to Aons Current Report on Form8-K filed on April2, 2012. 10.22*# Form of Deed of Indemnity for GregoryC. Case incorporated by reference to Exhibit10.5 to Aons Current Report on Form8-K filed on April2, 2012. 10.23*# Form of Deed of Indemnity for Executive Officers of Aonplc incorporated by reference to Exhibit10.6 to Aons Current Report on Form8-K filed on April2, 2012. 10.24*# Form of Service as a Non-Executive Director Agreement - incorporated by reference to Exhibit 10.2 to Aons Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. 10.25*# Employment Agreement dated April4, 2005 between Aon and GregoryC. Case- incorporated by reference to Exhibit10.1 to Aons Quarterly Report on Form10-Q for the quarter ended March31, 2005. 10.26*# Amended and Restated Employment Agreement dated as of November13, 2009 between Aon and GregoryC. Case- incorporated by reference to Exhibit10.1 to Aons Current Report on Form8-K filed on November17, 2009. 10.27*# Amended and Restated Employment Agreement, dated as of January 16, 2015, by and between Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on January 23, 2015. 10.28*# Amendment to Employment Agreement, dated April20, 2018, by and among Aon plc, Aon Corporation, and Gregory C. Case- - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on April 25, 2018. 10.29*# Amendment to Employment Agreement, dated May 10, 2018, by and among Aon plc, Aon Corporation, and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on May 15, 2018. 10.30*# Amended and Restated Change in Control Agreement dated as of November13, 2009 between Aon and GregoryC. Case- incorporated by reference to Exhibit10.2 to Aons Current Report on Form8-K filed on November17, 2009. 10.31*# Amendment to the Amended and Restated Change of Control Agreement between Aon plc and Gregory C. Case, dated as of April 27, 2016 - incorporated by reference to Exhibit 10.11 on Aons Quarterly Report on Form 10-for the quarter ended March 31, 2016. 10.32*# International Assignment Letter with Gregory C. Case, effective July 1, 2016 - incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 10.33*# Amendment to International Assignment Letter, dated June25, 2018, with Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aons Current Report on Form 8-K filed on June 27, 2018. 10.34*# Employment Agreement dated as of October3, 2007 between Aon Corporation and Christa Davies- incorporated by reference to Exhibit10.1 to Aons Current Report on Form8-K filed on October3, 2007. 10.35*# Amendment effective as of March27, 2012 to Employment Agreement between Aon Corporation and Christa Davies dated as of October3, 2007- incorporated by reference to Exhibit10.1 to Aons Current Report on Form8-K filed on March30, 2012. 10.36*# Amendment to Employment Agreement, dated April19, 2018, by and between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on April 25, 2018. 10.37*# International Assignment Letter with Christa Davies, effective July 1, 2016 - incorporated by reference to Exhibit 10.2 to Aons Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 10.38*# Amendment to International Assignment Letter, dated June25, 2018, with Christa Davies - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on June 27, 2018. 10.39*# Employment Agreement dated December7, 2010, between Aon Corporation and Stephen P. McGill- incorporated by reference to Exhibit10.1 to Aons Current Report on Form8-K filed on December13, 2010. 10.40*# Amended and Restated Employment Agreement, dated as of July 8, 2015, by and between Aon Corporation and Stephen P. McGill - incorporated by reference to Exhibit 10.1 to Aons Current Report on Form 8-K filed on July 14, 2015. 10.41*# International Assignment Letter with Stephen P. McGill, effective July 1, 2016 - incorporated by reference to Exhibit 10.3 to Aons Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 10.42*# Separation Agreement entered into between Aon Corporation and Stephen McGill, dated January 24, 2017, incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on 10-Q for the quarter ended March 31, 2017. 10.43*# International Assignment Letter with Peter Lieb, effective July 1, 2016 - incorporated by reference to Exhibit 10.4 to Aons Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 10.44*# Employment Agreement dated as of September30, 2010 between Aon Corporation and Kristi Savacool- incorporated by reference to Exhibit10.8 to Aons Quarterly Report on Form10-Q for the quarter ended March31, 2012. 10.45*# Amendment to Employment Agreement dated as of May16, 2011 between Aon Corporation and Kristi Savacool- incorporated by reference to Exhibit10.9 to Aons Quarterly Report on Form10-Q for the quarter ended March31, 2012. 10.46*# Amended and Restated Employment Agreement, dated as of February 24, 2015, by and between Aon Corporation and Kristi Savacool - incorporated by reference to Exhibit10.2 to Aons Current Report on Form8-K filed on February 26, 2015. 10.47*# Transition and Separation Agreement entered into between Aon Corporation and Kristi Savacool, dated April 25, 2017, incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on 10-Q for the quarter ended June 30, 2017. 10.48*# Employment Letter with Michael OConnor effective March 1, 2018, incorporated by reference to Exhibit 10.4 to Aons Quarterly Report on 10-Q for the quarter ended March 31, 2018. 10.49*# Letter Agreement, dated May11, 2018, by and between Aon Corporation and Michael OConnor, - incorporated by reference to Exhibit 10.2 to Aons Current Report on Form 8-K filed on May 15, 2018. 10.50*# Letter Agreement, dated May11, 2018, by and between Aon Corporation and Eric Andersen- incorporated by reference to Exhibit 10.3 to Aons Current Report on Form 8-K filed on May 15, 2018. 10.51*# Aon Deferred Compensation Plan, as amended and restated November 16, 2016, incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2016. 10.52*# First Amendment to the Aon Deferred Compensation Plan, effective December 8, 2016, incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2016. 10.53*# Second Amendment to the Aon Deferred Compensation Plan, effective April 19, 2017, incorporated by reference to Exhibit 10.1 to Aons Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. 10.54*# Aon plc Global Share Purchase Plan effective July 1, 2013, incorporated by reference to the Proxy Statement for the Annual Meeting of Shareholders held on May 17, 2013, filed on April 1, 2013. 10.55*# First Amendment to the Aon plc Global Share Purchase Plan, effective November 17, 2017 - incorporated by reference to Exhibit 10.49 to Aons Annual Report on Form 10-K for the year ended December 31, 2017. 10.56*# Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.51 to Aons Annual Report on Form 10-K for the year ended December 31, 2016. 10.57*# Aon Supplemental Savings Plan, Amended and Restated Effective January 1, 2017, incorporated by reference to Exhibit 10.52 to Aons Annual Report on Form 10-K for the year ended December 31, 2016. 10.58*# First Amendment to the Aon Supplemental Savings Plan, Amended and Restated effective January 1, 2017, effective March 30, 2017, incorporated by reference to Exhibit 52 to Aons Annual Report on Form 10-K for the year ended December 31, 2017. 21 List of Subsidiaries of Aon. 23 Consent of Ernst& Young LLP. 31.1. Rule13a-14(a) Certification of Chief Executive Officer of Aon in accordance with Section302 of the Sarbanes-Oxley Act of 2002. 31.2. Rule13a-14(a) Certification of Chief Financial Officer of Aon in accordance with Section302 of the Sarbanes-Oxley Act of 2002. 32.1. Section1350 Certification of Chief Executive Officer of Aon in accordance with Section906 of the Sarbanes-Oxley Act of 2002. 32.2. Section1350 Certification of Chief Financial Officer of Aon in accordance with Section906 of the Sarbanes-Oxley Act of 2002.