Shareholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Shareholders’ Equity (Deficit)

Distributable Profits

The Company is required under Irish law to have available “distributable profits” to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g., accumulated deficit). As of December 31, 2022 and 2021, the Company had distributable profits in excess of $29.0 billion and $32.7 billion, respectively. We believe that we have the ability to create sufficient distributable profits for the foreseeable future.

Ordinary Shares

Aon has a share repurchase program authorized by the Company’s Board of Directors. The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $7.5 billion in February 2022 for a total of $27.5 billion in repurchase authorizations.

Under the Repurchase Program, the Company’s class A ordinary shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions and will be funded from available capital.

The following table summarizes the Company’s share repurchase activity (in millions, except per share data):


	Years Ended December 31
	2022		2021
Shares repurchased	11.1		12.4
Average price per share	$	289.76	$	286.82



Repurchase costs recorded to accumulated deficit	$	3,203	$	3,543

At December 31, 2022, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $6.0 billion. Under the Repurchase Program, the Company has repurchased a total of 160.7 million shares for an aggregate cost of approximately $21.5 billion.

Weighted Average Ordinary Shares

Weighted average ordinary shares outstanding are as follows (in millions):


	Years Ended December 31
	2022	2021	2020
Basic weighted average ordinary shares outstanding	211.7	224.7	231.9
Dilutive effect of potentially issuable shares	1.5	1.4	1.2
Diluted weighted average ordinary shares outstanding	213.2	226.1	233.1

Potentially issuable shares are not included in the computation of Diluted net income per share attributable to Aon shareholders if their inclusion would be antidilutive. There were 0.8 million and 0.3 million shares excluded from the calculation in 2022 and 2021, respectively, and no shares excluded from the calculation in 2020.

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):


	Change in Fair Value of Financial Instruments (1)		Foreign Currency Translation Adjustments		Postretirement Benefit Obligation (2)		Total
Balance at December 31, 2019	$	(12)	$	(1,305)	$	(2,716)	$	(4,033)
Other comprehensive income (loss) before reclassifications:
Other comprehensive income (loss) before reclassifications	1		258		(255)		4
Tax benefit	—		2		60		62
Other comprehensive income (loss) before reclassifications, net	1		260		(195)		66
Amounts reclassified from accumulated other comprehensive income (loss):
Amounts reclassified from accumulated other comprehensive income	15		—		125		140
Tax expense	(3)		—		(31)		(34)
Amounts reclassified from accumulated other comprehensive income, net	12		—		94		106
Net current period other comprehensive income (loss)	13		260		(101)		172
Balance at December 31, 2020	$	1	$	(1,045)	$	(2,817)	$	(3,861)
Other comprehensive income (loss) before reclassifications:
Other comprehensive income (loss) before reclassifications	—		(290)		227		(63)
Tax benefit (expense)	—		2		(58)		(56)
Other comprehensive income (loss) before reclassifications, net	—		(288)		169		(119)
Amounts reclassified from accumulated other comprehensive income (loss):
Amounts reclassified from accumulated other comprehensive income	2		—		142		144
Tax expense	(1)		—		(34)		(35)
Amounts reclassified from accumulated other comprehensive income, net	1		—		108		109
Net current period other comprehensive income (loss)	1		(288)		277		(10)
Balance at December 31, 2021	$	2	$	(1,333)	$	(2,540)	$	(3,871)
Other comprehensive income (loss) before reclassifications:
Other comprehensive loss before reclassifications	(15)		(528)		(569)		(1,112)
Tax benefit (expense)	4		—		149		153
Other comprehensive loss before reclassifications, net	(11)		(528)		(420)		(959)
Amounts reclassified from accumulated other comprehensive income (loss):
Amounts reclassified from accumulated other comprehensive income (loss)	(2)		—		282		280
Tax expense	—		—		(73)		(73)
Amounts reclassified from accumulated other comprehensive income (loss), net	(2)		—		209		207
Net current period other comprehensive loss	(13)		(528)		(211)		(752)
Balance at December 31, 2022	$	(11)	$	(1,861)	$	(2,751)	$	(4,623)

(1)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Total revenue, Interest expense, and Compensation and benefits in the Consolidated Statements of Income. Refer to Note 13 “Derivatives and Hedging” for further information regarding the Company’s derivative and hedging activity.

(2)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense) in the Consolidated Statements of Income.