2023 Irish Statutory Accounts
COMPANY REGISTRATION NUMBER 604607
Directors' Annual Report and Financial Statements
For the year ended
Information Concerning Forward-Looking Statements
This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements represent management's expectations or forecasts of future events. These statements include statements about our plans, objectives, strategies, financial performance and outlook, trends, prospects or other future events and involve known and unknown risks that are difficult to predict. Forward-looking statements are typically identified by words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "intend," "plan," "probably," "potential," "looking forward," "continue," and other similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will," and "would." You can also identify forward- looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use forward- looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the Accelerating
• changes in the competitive environment, due to macroeconomic conditions (including impacts from instability in the banking 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 condition or results;
• changes in global equity and fixed income markets that could affect the retuon invested assets;
• changes in the funded status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
• the level of our debt and the terms thereof 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 the
• changes in our accounting estimates and assumptions on our financial statements;
• limits on our subsidiaries' ability to pay dividends or otherwise make payments to their respective parent entities;
• the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims against us (including proceedings and contingencies relating to transactions for which capital was arranged by
• 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 possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across such jurisdictions;
• the impact of any regulatory investigations brought in
• failure to protect intellectual property rights or allegations that we have infringed on the intellectual property rights of others;
• general economic and political conditions in the countries in which we do business around the world; 2
- the failure to retain, attract and develop experienced and qualified personnel;
- international risks associated with our global operations, including impacts from military conflicts or political instability, such as the ongoing Russian war in
Ukraine and the Israel-Hamas conflict; - the effects of natural or man-made disasters, including the effects of health pandemics and the impacts of climate- related events;
- any system 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 that perform aspects of our business operations and client services;
- the extent to which we are exposed to certain risks, including lawsuits, related to our actions we may take in being responsible for making decisions on behalf of clients in our investment businesses or in other advisory services that we currently provide, or will provide in the future;
- our ability to continue, and the costs and risks associated with growing, developing and integrating acquired business, and entering into new lines of business or products;
- our ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate 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 savings (including the 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
Aon 's securities and/or operating results for any reason, including, without limitation, because of the failure to realize the expected benefits of the acquisition of NFP (including anticipated revenue and growth synergies) in the expected timeframe, or at all; - significant transaction and integration costs or difficulties in connection with the acquisition of NFP or unknown or inestimable liabilities; and
- potential impact of the consummation of the acquisition of NFP on relationships, including with suppliers, customers, employees and regulators.
Any or all of our forward-looking statements may tuout to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive.
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CONTENTS |
PAGES |
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Definitions |
5 |
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Directors' Report |
6 |
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Independent Auditor's Report to the Members of |
46 |
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Consolidated Financial Statements: |
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Consolidated Profit and Loss Accounts |
54 |
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Consolidated Statements of Comprehensive Income |
55 |
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Consolidated Statements of Financial Position |
56 |
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Consolidated Statements of Shareholders' Equity |
57 |
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Consolidated Statements of Cash Flows |
58 |
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Notes to the Consolidated Financial Statements |
59 |
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Parent Company Financial Statements: |
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Parent Company Statements of Comprehensive Income |
103 |
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Parent Company Statements of Financial Position |
104 |
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Parent Company Statements of Shareholders' Equity |
105 |
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Notes to Parent Company Financial Statements |
106 |
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The below definitions apply throughout this report unless the context requires otherwise:
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Term |
Definition |
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ABO |
Accumulated Benefit Obligation |
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ASC |
Accounting Standards Codification |
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AUM |
Assets Under Management |
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BPS |
Basis Points |
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CODM |
Chief Operating Decision Maker |
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CPI |
Consumer Price Index |
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DCF |
Discounted Cash Flow |
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DOL |
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E&O |
Errors and Omissions |
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EBITDA |
Earnings before Interest, Taxes, Depreciation, and Amortization |
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ERISA |
Employee Retirement Income Security Act of 1974 |
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ESG |
Environmental, Social, Corporate Governance |
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E.U. |
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FASB |
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GAAP |
Generally Accepted Accounting Principles |
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GHG |
Greenhouse gas |
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GILTI |
Global Intangible Low-Tax Income |
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I&D |
Inclusion and Diversity |
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LOC |
Letter of Credit |
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MDI |
Market Derived Income |
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M&A |
Mergers and Acquisitions |
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NYSE |
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PBO |
Projected Benefit Obligation |
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PSA |
Performance Share Awards |
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P&C |
Property and Casualty |
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REIT |
Real Estate Investment Trusts |
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ROU |
Right-of-use |
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RPGIC |
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RSU |
Restricted Share Units |
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S&P |
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USD |
United States Dollar |
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VIE |
Variable Interest Entity |
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DIRECTORS' REPORT
The directors present their annual report together with the consolidated group financial statements of
The directors have elected to prepare the consolidated group financial statements in accordance with section 279 of the Companies Act 2014 of
Basis of Presentation
The accompanying Consolidated Financial Statements include the Consolidated Profit and Loss Accounts, Statements of Comprehensive Income, Statements of Financial Position, Statements of Shareholders' Equity, and Statements of Cash Flows of
Directors of the Parent Company
J. Michael Losh retired from the Parent Company's Board of Directors effective at the Parent Company's 2023 Annual General Meeting held onJune 22, 2023 .- On
February 13, 2024 Carolyn Y. Woo informed the Parent Company of her decision to retire from the Parent Company's Board of Directors, effective upon the completion of her current term at the time of the Parent Company's 2024 Annual General Meeting
Effective
PRINCIPAL ACTIVITIES
Our clients are in over 120 countries and sovereignties and include all market segments and almost every industry. This diversification of our customer base helps provide us stability in different economic scenarios that could affect specific industries, customer segments, or geographies.
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We have continued to focus our portfolio on higher-margin,capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation. We endeavor to make capital allocation decisions based upon retuon invested capital.
On
BUSINESS SEGMENT
We operate as one segment that includes all of our continuing operations, which, as a global professional services firm, provides a broad range of risk and human capital solutions through four solution lines - Commercial risk, Reinsurance, Health, and Wealth, which make up our principal products and services. The CODM assesses the performance of the Company and allocates resources based on one segment:
In 2023, our consolidated total revenue was
In 2022, our consolidated total revenue was
Principal Products and Services
Reinsurance Solutions includes treaty reinsurance, facultative reinsurance,
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class analytics and technology to help clients make informed decisions and manage healthcare outcomes. Consulting and brokerage also advises multinational companies on global benefits, including insurance placement across more than 120 countries and sovereignties, program design and management, financing optimization, and enhanced employee experience, as well as assists in navigating global regulatory and compliance requirements in countries in which they operate. Consumer benefits solutions designs and delivers innovative voluntary consumer benefits that improve an employer's total rewards strategy and positively impacts their employees' financial and overall wellbeing. We leverage our proprietary digital platform to provide efficient enrollment strategies through an effective combination of data, analytics, and tailored products. Multi-channel and targeted communications solutions increase consumer benefit knowledge and enhance engagement. Our talent team delivers 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, total rewards strategy optimization, workforce analytics and benchmarking, workforce resilience planning, talent integration in transaction situations, Corporate Governance, ESG consulting, and strategic employee communication.
Wealth Solutions includes retirement consulting, pension administration, and investments consulting. Retirement consulting specializes in providing clients across the globe with strategic design consulting on their retirement programs, actuarial services, and risk management, including pension de-risking, governance, integrated pension administration and legal and compliance consulting. We also help organizations manage their balance sheet volatility. Retirement consulting and pension administration leverage
Revenue and Compensation
Our business generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services we provide to them, and fees from customers. Commissions and fees for brokerage services vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to a client, insurer, or reinsurer, and the capacity in which we act. Compensation from insurance and reinsurance companies includes: (1) fees for consulting and analytics services, and (2) fees and commissions for administrative and other services provided to or on behalf of insurers and reinsurers. Fees from clients for advice and consulting services are dependent on the extent and value of the services we provide. Payment terms are consistent with current industry practices.
Funds Held on Behalf of Clients
We typically hold funds on behalf of clients, including premiums received from clients and claims due to clients that are in transit to and from insurers. Certain funds held on behalf of clients are invested in interest-bearing premium trust accounts and can fluctuate significantly depending on when we collect and remit cash. The principal is segregated and not available for general operating purposes, although we may eainterest on these accounts.
Competition
Our business operates in a highly competitive and fragmented environment. We compete with numerous other global insurance brokers and consulting companies, including, among others,
Seasonality
Due to buying patterns and delivery of certain products and services in the markets we serve, revenues recognized tend to be higher in the first and fourth quarters of each fiscal year.
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Licensing and Regulation
Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including
Regulatory authorities in the
Certain jurisdictions issue licenses only to resident entities or individuals. In such jurisdictions, if the Company has no licensed subsidiary, we may maintain arrangements with residents or business entities licensed to act in such jurisdiction. Such arrangements 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 and regulations are enforced by the
Insurance authorities in the
Investment, securities, and futures licensing authorities also govecertain business activities. For example, in the
Further, pension and financial laws and regulations, including oversight and supervision by the
Clientele
Our clients operate in many businesses and industries throughout the world. No one client accounted for more than 2% of our consolidated total revenues in 2023. Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the total premiums we placed on behalf of our clients in 2023.
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PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties set forth below reflect risks associated with our existing and potential businesses and the industries in which we operate generally and contain "forward-looking statements". 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 actually occur and the 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.
Risks Related to Our Business
An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business.
The results of our operations are generally affected by the level of business activity of our clients, which in tuis affected by the economy of the industries and markets these clients serve. Economic downturns, volatility, or uncertainty in the broader economy or in specific markets (including as a result of endemics or pandemics, climate change, political unrest, actions by central banks, or otherwise) may cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business or reductions in existing business. If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and collectability of receivables could be adversely affected.
The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our
We face significant competitive pressures from traditional and non-traditional competitors that could affect our business.
As a global professional services firm, we compete with a broad variety of firms, including global, national, regional, and local insurance companies that market and service their own products, other financial services providers, brokers, and investment managers, independent firms, and consulting organizations affiliated with accounting, information systems, technology, human resources consulting, and financial services firms. 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 better financial, technical and marketing 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.
Alliances or mergers among competitors could affect our business. Further, we compete on pricing and the innovation and quality of our service offerings, which could be affected by competitors' lower cost structures, product development activities, and pricing policies, any or all of which could result in better market acceptance of our competitors' offerings than those that we offer or develop.
This competition is further intensified by an industry trend where clients elect to engage multiple brokers to service different portions of their accounts. If we fail to respond successfully to the evolving competition we face, our financial condition or results of operations might be adversely affected.
If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected.
Developing and implementing innovative strategies, efficient business practices, and new solutions to current and emerging client needs is important to our business. We may be unsuccessful in developing innovative strategies, or our competitors may be more successful in innovating and delivering services to meet new and existing client needs. Competitors may be able to
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