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•	Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.

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HR Solutions partners with organizations to solve their most complex human capital and related financial challenges in the areas of health, retirement and talent. We are dedicated to improve business performance and our client's employees experience by designing, implementing, communicating and administering a wide range of human capital, retirement, investment consulting, health care, compensation and talent management strategies.

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•	the structuring, underwriting and trading of insurance-linked securities;

•	the arrangement of financing for insurance and reinsurance companies, including Lloyd's syndicates; and

•	providing advice on strategic and capital alternatives, including mergers and acquisitions.

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•	general economic and political conditions in different countries in which we do business around the world;

•	changes in the competitive environment;

•	fluctuations in exchange and interest rates that could influence revenue and expense;

•	changes in global equity and fixed income markets that could affect the return on invested assets;

•	changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

•	the level of our debt limiting financial flexibility;

•	rating agency actions that could affect our ability to borrow funds;

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•	the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits;

•	changes in estimates or assumptions on our financial statements;

•	limits on our subsidiaries to make dividend and other payments to us;

•	the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against us;

•	the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;

•	the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries;

•	the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes;

•	failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;

•	the effects of English law on our operating flexibility and the enforcement of judgments against us;

•	the failure to retain and attract qualified personnel;

•	international risks associated with our global operations;

•	the effect of natural or man-made disasters;

•	the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data;

•	our ability to develop and implement new technology;

•	the damage to our reputation among clients, markets or third parties;

•	the actions taken by third parties that preform aspects of our business operations and client services;

•	the extent to which we manage certain risks created in connection with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that we currently provide, or will provide in the future, to clients;

•	our ability to grow, develop and integrate companies that it acquires or new lines of business;

•	changes in commercial property and casualty markets, commercial premium rates or methods of compensation;

•	changes in the health care system or our relationships with insurance carriers; and

•	our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings.

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•	the selling of insurance by insurance companies directly to insureds;

•	changes in our business compensation model as a result of regulatory actions or changes;

•	the establishment of programs in which state-sponsored entities provide property insurance in catastrophe prone areas or other alternative types of coverage;

•	changes in regulations relating to health and welfare plans, defined contribution and defined benefit plans, and investment consulting and asset management;

•	additional regulations promulgated by the FCA in the U.K., or other regulatory bodies in jurisdictions in which we operate; or

•	additional requirements respecting data privacy and data usage in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which data can be used by us to develop or further our product offerings.

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•	the U.S. judgment must be for a debt or definite sum of money;

•	the U.S. judgment must be final and conclusive;

•	the U.S. court must, in the circumstances of the case, have had jurisdiction according to the English rules of private international law;

•	the U.S. judgment must not have been obtained by fraud;

•	the enforcement of the U.S. judgment must not be contrary to U.K. public policy; and

•	the proceedings in which the U.S. judgment was obtained must not have been conducted contrary to the rules of natural justice.

•	difficulties in staffing and managing our foreign offices, including due to unexpected wage inflation or job turnover, and the increased travel, infrastructure and legal and compliance costs associated with multiple international locations;

•	hyperinflation in certain foreign countries;

•	imposition or increase of investment and other restrictions by foreign governments;

•	longer payment cycles;

•	greater difficulties in accounts receivable collection;

•	insufficient demand for our services in foreign jurisdictions;

•	ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;

•	restrictions on the import and export of technologies; and

•	trade barriers.

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the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to "self-insure," the use of so-called "captive" insurers, and the advent of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition and put pressure on pricing;

•	fluctuation in the need for insurance as the economic downturn continues, as clients either go out of business or scale back their operations, and thus reduce the amount of insurance, they procure;

•	the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;

•	the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not generally indexed for inflation and do not automatically increase with premium as does commission-based compensation; and

•	competition from insurers seeking to sell their products directly to consumers without the involvement of an insurance broker.

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(1)	Does not include commissions paid to repurchase shares.

(2)

In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares were authorized to be repurchased from time to time depending on market conditions or other factors through open market or privately negotiated transactions, and will be funded from available capital. In November 2014, our Board of Directors authorized an additional $5 billion of Class A Ordinary Shares for repurchase. In 2014, we repurchased 25.8 million shares at an average price per share of $87.18 for a total cost of $2.3 billion. The remaining authorized amount for share repurchase under our Share Repurchase Programs is $5.6 billion.

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(1)	We have sold certain businesses whose results have been reclassified as discontinued operations, including AIS Management Corporation and our P&C Operations (both sold in 2009) and CICA and Sterling Life Insurance Company (both sold in 2008).

(2)

For the years ended December 31, 2012, and 2011 amounts related to discontinued operations have been included in Other income to conform to amounts included in the Consolidated Financial Statements in this Form 10-K. These amounts in the years ended December 31, 2012 and 2011, which were historically included in Income (loss) from discontinued operations, have been reclassified to conform with current presentation. The amounts reclassified were $1 million loss and $4 million income for the years ended December 31, 2012 and 2011, respectively, from Income (loss) from discontinued operations to Other income. For the year ended December 31, 2010, amounts related to discontinued operations remain in Income (loss) from discontinued operations as they are more meaningful to the presentation of continuing operations in that year.

(3)	Represents insurance premium receivables from clients as well as cash and investments held in a fiduciary capacity.

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•

Revenue increased $230 million, or 2%, compared to the prior year to $12.0 billion in 2014 due primarily to organic revenue growth of 2% in the Risk Solutions segment and 5% in the HR Solutions segment, partially offset by a 1% unfavorable impact from changes in foreign currency exchange rates. The increase in revenue was driven by strong new business generation and solid management of the renewal book portfolio across our Risk Solutions segment, as well as solid growth in both our consulting and outsourcing businesses within HR Solutions.

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Operating expenses decreased $65 million, or 1%, compared to the prior year to $10.1 billion in 2014 due primarily to a $174 million decrease in restructuring costs, a $66 million favorable impact from changes in foreign currency exchange rates, a decrease in intangible asset amortization of $43 million, and benefits achieved from the restructuring plans, partially offset by an increase in expense associated with 3% organic revenue growth and $35 million of expense related to legacy litigation.

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Operating margin increased to 16.3% in 2014 from 14.1% in 2013. The increase in operating margin from the prior year is primarily related to organic revenue growth of 3%, decreased intangible asset amortization, return on investments, and benefits achieved from the restructuring plans. Risk Solutions operating margin increased to 21.0% in 2014 from 19.8% in 2013. HR Solutions operating margin increased to 11.4% in 2014 from 7.8% in 2013.

•	Net income attributable to Aon shareholders was $1.4 billion, an increase of $284 million, or 26%, from $1.1 billion in 2013. Diluted earnings per share increased 32% to $4.66 in 2014 from $3.53 in 2013.

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Cash flow provided by operating activities was $1.6 billion in 2014, an increase of $9 million, or 1%, from $1.6 billion in 2013, due primarily to growth in net income and a decrease in pension contributions, partially offset by unfavorable timing of receivable collections in the prior year. Cash flow from operations in 2013 was also favorably impacted by the $43.5 million settlement of a non-recurring, one-time legal matter.

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Organic revenue growth, a non-GAAP metric as defined under the caption "Review of Consolidated Results — Organic Revenue," was 3% in 2014. Organic revenue growth was driven by growth across our businesses in both Risk Solutions and HR Solutions. In Risk Solutions, organic revenue growth was driven by strong new business generation and solid management of the renewal book portfolio across our Retail business. In HR Solutions, organic growth was primarily driven by health care exchanges and growth across consulting.

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Adjusted operating margin, a non-GAAP metric as defined under the caption "Review of Consolidated Results — Adjusted Operating Margin," was 19.5% for Aon overall, 22.9% for the Risk Solutions segment, and 17.1% for the HR Solutions segment in 2014. In 2013, adjusted operating margin was 19.0% for Aon overall, 22.5% for the Risk Solutions segment, and 16.7% for the HR Solutions segment. The increase in adjusted operating margin for the Risk Solutions segment reflects solid organic revenue growth and return on investments, partially offset by an unfavorable impact from changes in foreign currency exchange rates. The increase in adjusted operating margin for the HR Solutions segment reflects solid organic revenue growth and restructuring savings, partially offset by continued investment in long-term growth opportunities.

•	Adjusted diluted earnings per share from net income attributable to Aon's shareholders, a non-GAAP metric as defined under the caption "Review of Consolidated Results — Adjusted Diluted Earnings per Share," was $5.71 per share in 2014, an increase of $0.82 per share, or 17%, from $4.89 per share in 2013. The increase

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•	Free cash flow, a non-GAAP metric as defined under the caption "Review of Consolidated Results — Free Cash Flow," was $1.4 billion in 2014, a decrease of $18 million, or 1%, from $1.4 billion in 2013. The decrease in free cash flow from the prior year was driven by record cash flow from operations of $1.6 billion in 2014, offset by a 12%, or $27 million, increase in capital expenditures.

•	Enabling Risk Solutions to deliver superior value to our clients by executing our Aon Broking strategy;

•	Expanding the HR Solutions portfolio penetration, especially within consulting, which already has a significant presence in the U.K. and EMEA;

•	Enhancing our Risk Solutions' relationship with, and integration into, London markets;

•	Increasing our connection to emerging markets, accelerating our ability to grow there, and further aligning our strategy with underwriters and carriers who are also targeting these high growth markets;

•	Strengthening our international brand awareness and positioning as a global firm;

•	Advancing our talent strategy through better development, retention and acquisition of professional talent, with a special focus on London's insurance talent; and

•	Optimizing our fiscal planning and capital allocation and reducing our global tax rate in a manner that provides us with the increased financial flexibility to properly invest in our growth.

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(1)	Includes unallocated expenses and the elimination of inter-segment revenue.

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(1)

Pension and other postretirement benefit plan obligations include estimates of our minimum funding requirements, pursuant to ERISA and other regulations and minimum funding requirements agreed with the trustees of our U.K. pension plans. Additional amounts may be agreed to with, or required by, the U.K. pension plan trustees. Nonqualified pension and other postretirement benefit obligations are based on estimated future benefit payments. We may make additional discretionary contributions.

(2)

In 2013, our principal U.K subsidiary agreed with the trustees of one of the U.K. plans to contribute an average of$11 million per year to that pension plan for the next three years. The trustees of the plan have certain rights to request that our U.K. subsidiary advance an amount equal to an actuarially determined winding-up deficit. As of December 31, 2014, the estimated winding-up deficit was £225 million ($350 million). The trustees of the plan have accepted in practice the agreed-upon schedule of contributions detailed above and have not requested the winding-up deficit be paid.

(3)	Purchase obligations are defined as agreements to purchase goods and services that are enforceable and legally binding on us, and that specifies all significant terms, including what is to be purchased, at what price and the approximate timing of the transaction. Most of our purchase obligations are related to purchases of information technology services or other service contracts.

(4)	Excludes $14 million of unfunded commitments related to an investment in a limited partnership due to our inability to reasonably estimate the period(s) when the limited partnership will request funding.

(5)	Excludes $191 million of liabilities for uncertain tax positions due to our inability to reasonably estimate the period(s) when cash settlements will be made.

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•	negative net foreign currency translation adjustments of $504 million, which are attributable to the strengthening of the U.S. dollar against certain foreign currencies,

•	an increase of $260 million in net post-retirement benefit obligations,

•	net derivative gains of $5 million, and

•	net investment losses of $1 million.

•	Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.

•	HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.

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•	Retirement specializes in global actuarial services, defined contribution consulting, tax and ERISA consulting, and pension administration.

•	Compensation focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies and sales force effectiveness, with special expertise in the financial services and technology industries.

•	Strategic Human Capital delivers advice to complex global organizations on talent, change and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training and change management.

•	Investment consulting advises public and private companies, other institutions and trustees on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans, endowments and foundations.

•	Benefits Administration applies our human resource expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services. Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.

•	Exchanges is building and operating healthcare exchanges that provide employers with a cost effective alternative to traditional employee and retiree healthcare, while helping individuals select the insurance that best meets their needs.

•	Human Resource Business Processing Outsourcing provides market-leading solutions to manage employee data; administer benefits, payroll and other human resources processes; and record and manage talent, workforce and other core human resource process transactions as well as other complementary services such as flexible spending, dependent audit and participant advocacy.

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(1)	Includes investments in infrastructure, real estate, limited partnerships and hedge funds.

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(1)	Increases to the projected benefit obligation reflect increases to our pension obligations, while decreases in the projected benefit obligation are recoveries toward fully funded status. A change in the discount rate has an inverse relationship to the projected benefit obligation.

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•	the portion of our overall operations conducted in non-U.S. tax jurisdictions has been increasing, and we anticipate this trend will continue,

•	to deploy tax planning strategies and conduct global operations efficiently, our subsidiaries frequently enter into transactions with affiliates, which are generally subject to complex tax regulations and are frequently reviewed by tax authorities,

•	tax laws, regulations, agreements and treaties change frequently, requiring us to modify existing tax strategies to conform to such changes, and

•	the move of the corporate headquarters to London.

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Equity method investments — Aon accounts for limited partnership and other investments using the equity method of accounting if Aon has the ability to exercise significant influence over, but not control of, an investee. Significant influence generally represents an ownership interest between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are initially recorded at cost and are subsequently adjusted for additional capital contributions, distributions, and Aon's proportionate share of earnings or losses.

•	Cost method investments — Investments where Aon does not have an ownership interest of greater than 20% or the ability to exert significant influence over the operations of the investee are carried at cost.

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Fixed-maturity securities are classified as available for sale and are reported at fair value with any resulting unrealized gain or loss recorded directly to shareholders' equity as a component of Accumulated other comprehensive loss in the Company's Consolidated Statement of Financial Position, net of deferred income taxes. Interest on fixed-maturity securities is recorded in Interest income in the Company's Consolidated Statements of Income when earned and is adjusted for any amortization of premium or accretion of discount.

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(1)	Increase in prepaid pensions is primarily due to actuarial changes and cash contributions made to the U.K. pension plans.

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(1)	Fiduciary assets include funds held on behalf of clients but does not include fiduciary receivables.

(2)	The increase in equity method investments is primarily due to contributions to limited partnerships.

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(1)

The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 21.5%, 23% and 24% at December 31, 2014, 2013 and 2012, respectively. In 2014 and 2013, the benefit to the Company's effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures.

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(1)	Included in Other current assets and Other current liabilities.

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(1)	Includes 3.0 million, 3.9 million and 4.7 million shares of participating securities for the years ended December 31, 2014, 2013, and 2012 respectively.

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(1)	Included in Other non-current assets

(2)	Included in Pension, other post retirement, and post employment liabilities

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(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options on a commodity index.

(6)	Consists of exchange traded REITS.

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(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options on a commodity index.

(6)	Consists of exchange traded REITS.

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(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

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(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

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(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

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(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

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•	To contribute $5 million to fund significant other post-retirement benefit plans during 2015.

•	Estimated future benefit payments will be approximately $6 million each year for 2015 through 2019, and $33 million in aggregate for 2020-2024.

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(1)	Represents per share weighted average fair value of award at date of grant.

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(1)	Represents per share weighted average fair value of award at date of grant.

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(1)	Included within Other current assets ($24 million in 2014 and $46 million in 2013, respectively) or Other non-current assets ($22 million in 2014 and $34 million in 2013, respectively)

(2)	Included within Other current liabilities ($52 million in 2014 and $51 million in 2013, respectively) or Other non-current liabilities ($6 million in 2014 and $42 million in 2013, respectively)

(3)	These contracts typically are for 30 day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.

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(1)	Included in interest expense

(2)	Relates to fixed rate debt

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•	Level 1 — observable inputs such as quoted prices for identical assets in active markets;

•	Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

•	Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

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(1)	Includes $1,850 million of money market funds that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity. See Note 7 "Investments" for additional information regarding the Company's investments.

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(1)	Includes $2,054 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity. See Note 7 "Investments" for additional information regarding the Company's investments.

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