UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

     ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission 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. Employer
Incorporation or Organization)	Identification No.)

Metropolitan Building, James Joyce Street, Dublin 1, Ireland	D01 K0Y8
(Address of principal executive offices)	(Zip Code)

    

+353 1 266 6000

(Registrant’s Telephone Number,

Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares $0.01 nominal value	AON	New York Stock Exchange
Guarantees of Aon plc’s 4.00% Senior Notes due 2023	AON23	New York Stock Exchange
Guarantees of Aon plc’s 3.50% Senior Notes due 2024	AON24	New York Stock Exchange
Guarantees of Aon plc’s 3.875% Senior Notes due 2025	AON25	New York Stock Exchange
Guarantees of Aon plc’s 2.875% Senior Notes due 2026	AON26	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027	AON27	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031	AON31	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031	AON31A	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032	AON32	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033	AON33	New York Stock Exchange
Guarantees of Aon plc’s 4.25% Senior Notes due 2042	AON42	New York Stock Exchange
Guarantees of Aon plc’s 4.45% Senior Notes due 2043	AON43	New York Stock Exchange
Guarantees of Aon plc’s 4.60% Senior Notes due 2044	AON44	New York Stock Exchange
Guarantees of Aon plc’s 4.75% Senior Notes due 2045	AON45	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051	AON51	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052	AON52	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 the past 90 days.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Number of class A ordinary shares of Aon plc, $0.01 nominal value, outstanding as of October 26, 2023: 200,216,345

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. Forward-looking statements represent management’s expectations or forecasts of future events. 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 Aon United Program; the outcome of contingencies; dividend policy; the expected impact of acquisitions, dispositions, and other significant transactions or the termination thereof; litigation and regulatory matters; pension obligations; cash flow and liquidity; expected effective tax rate; expected foreign currency translation impacts; potential changes in laws or future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the Securities and Exchange Commission, that could impact results include:

•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 return on 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 European Union, the United States, 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 create volatility in that tax rate;

•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;

•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 Ireland, the United Kingdom, the United States, and other countries;

•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;

•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 the COVID-19 pandemic and other health pandemics and the impacts of climate change;

•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 and the ability to achieve such growth or cost savings (including the Accelerating Aon United Program); and

•the effects of Irish law on our operating flexibility and the enforcement of judgments against us.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers 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 or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise. Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

These factors may be revised or supplemented in our subsequent periodic filings with the SEC.

Table of Contents

PART I
	Item 1. Financial Statements
	Aon plc Condensed Consolidated Statements of Income
	Aon plc Condensed Consolidated Statements of Comprehensive Income
	Aon plc Condensed Consolidated Statements of Financial Position
	Aon plc Condensed Consolidated Statements of Shareholders’ Equity
	Aon plc Condensed Consolidated Statements of Cash Flows
	Notes to Condensed Consolidated Financial Statements
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Mine Safety Disclosures
	Item 5. Other Information
	Item 6. Exhibits
	Signature
	Exhibit Index

The below definitions apply throughout this report unless the context requires otherwise:

Term	Definition
CODM	Chief Operating Decision Maker
DCF	Discounted Cash Flow
E&O	Errors and Omissions
EBITDA	Earnings Before Interest, Taxes, Depreciation, and Amortization
EMEA	Europe, the Middle East, and Africa
ERISA	Employee Retirement Income Security Act of 1974
ESG	Environmental, Social, and Governance
FCA	Financial Conduct Authority
GAAP	Generally Accepted Accounting Principles
IPO	Initial Public Offering
LOC	Letter of Credit
M&A	Mergers and Acquisitions
OECD	Organisation for Economic Co-operation and Development
P&C	Property and Casualty
ROU	Right-of-Use
SEC	Securities and Exchange Commission
U.K.	United Kingdom
U.S.	United States

Part I Financial Information

Item 1. Financial Statements

Aon plc

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(millions, except per share data)	2023		2022		2023		2022
Revenue
Total revenue	$	2,953	$	2,696	$	10,001	$	9,349
Expenses
Compensation and benefits	1,685		1,532		5,231		4,938
Information technology	135		133		403		371
Premises	74		71		217		216
Depreciation of fixed assets	42		37		119		115
Amortization and impairment of intangible assets	20		34		70		87
Other general expense	300		299		949		965
Accelerating Aon United Program expenses	6		—		6		—
Total operating expenses	2,262		2,106		6,995		6,692
Operating income	691		590		3,006		2,657
Interest income	9		7		19		15
Interest expense	(119)		(103)		(360)		(296)
Other income (expense)	(21)		16		(105)		71
Income before income taxes	560		510		2,560		2,447
Income tax expense	93		92		439		467
Net income	467		418		2,121		1,980
Less: Net income attributable to noncontrolling interests	11		10		55		48
Net income attributable to Aon shareholders	$	456	$	408	$	2,066	$	1,932
Basic net income per share attributable to Aon shareholders	$	2.25	$	1.93	$	10.10	$	9.06
Diluted net income per share attributable to Aon shareholders	$	2.23	$	1.92	$	10.03	$	9.00
Weighted average ordinary shares outstanding - basic	202.9		210.9		204.6		213.2
Weighted average ordinary shares outstanding - diluted	204.6		212.6		206.0		214.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

6

Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited) 

	Three Months Ended September 30,				Nine Months Ended September 30,
(millions)	2023		2022		2023		2022
Net income	$	467	$	418	$	2,121	$	1,980
Less: Net income attributable to noncontrolling interests	11		10		55		48
Net income attributable to Aon shareholders	456		408		2,066		1,932
Other comprehensive income, net of tax:
Change in fair value of financial instruments	(5)		(8)		6		(16)
Foreign currency translation adjustments	(257)		(676)		(29)		(1,119)
Postretirement benefit obligation	20		26		66		87
Total other comprehensive income (loss)	(242)		(658)		43		(1,048)
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(1)		1		(1)		—
Total other comprehensive income (loss) attributable to Aon shareholders	(241)		(659)		44		(1,048)
Comprehensive income (loss) attributable to Aon shareholders	$	215	$	(251)	$	2,110	$	884

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

7

Aon plc

Condensed Consolidated Statements of Financial Position

	(Unaudited)
(millions, except nominal value)	September 30, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	808	$	690
Short-term investments	175		452
Receivables, net	3,300		3,035
Fiduciary assets	15,965		15,900
Other current assets	877		646
Total current assets	21,125		20,723
Goodwill	8,245		8,292
Intangible assets, net	252		447
Fixed assets, net	652		558
Operating lease right-of-use assets	646		699
Deferred tax assets	1,022		824
Prepaid pension	673		652
Other non-current assets	497		509
Total assets	$	33,112	$	32,704
Liabilities and equity (deficit)
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	1,749	$	2,114
Short-term debt and current portion of long-term debt	1,282		945
Fiduciary liabilities	15,965		15,900
Other current liabilities	1,726		1,347
Total current liabilities	20,722		20,306
Long-term debt	9,969		9,825
Non-current operating lease liabilities	640		693
Deferred tax liabilities	117		99
Pension, other postretirement, and postemployment liabilities	1,146		1,186
Other non-current liabilities	1,004		1,024
Total liabilities	33,598		33,133
Equity (deficit)
Ordinary shares - $0.01 nominal value      Authorized: 500.0 shares (issued: 2023 - 200.8; 2022 - 205.4)	2		2
Additional paid-in capital	7,015		6,864
Accumulated deficit	(3,024)		(2,772)
Accumulated other comprehensive loss	(4,579)		(4,623)
Total Aon shareholders' deficit	(586)		(529)
Noncontrolling interests	100		100
Total deficit	(486)		(429)
Total liabilities and equity	$	33,112	$	32,704

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

8

Aon plc

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited) 

(millions)	Shares	Ordinary Shares and Additional Paid-in Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss, Net of Tax		Non- controlling Interests		Total
Balance at January 1, 2023	205.4	$	6,866	$	(2,772)	$	(4,623)	$	100	$	(429)
Net income	—	—		1,050		—		29		1,079
Shares issued - employee stock compensation plans	0.9	(131)		(1)		—		—		(132)
Shares repurchased	(1.8)	—		(550)		—		—		(550)
Share-based compensation expense	—	127		—		—		—		127
Dividends to shareholders ($0.56 per share)	—	—		(115)		—		—		(115)
Net change in fair value of financial instruments	—	—		—		3		—		3
Net foreign currency translation adjustments	—	—		—		54		—		54
Net postretirement benefit obligation	—	—		—		22		—		22
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(1)		(1)
Balance at March 31, 2023	204.5	$	6,862	$	(2,388)	$	(4,544)	$	128	$	58
Net income	—	—		560		—		15		575
Shares issued - employee stock compensation plans	0.4	(52)		—		—		—		(52)
Shares repurchased	(1.7)	—		(550)		—		—		(550)
Share-based compensation expense	—	99		—		—		—		99
Dividends to shareholders ($0.615 per share)	—	—		(127)		—		—		(127)
Net change in fair value of financial instruments	—	—		—		8		—		8
Net foreign currency translation adjustments	—	—		—		174		—		174
Net postretirement benefit obligation	—	—		—		24		—		24
Purchases of subsidiary shares from noncontrolling interests	—	(1)		—		—		(1)		(2)
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(45)		(45)
Balance at June 30, 2023	203.2	$	6,908	$	(2,505)	$	(4,338)	$	97	$	162
Net income	—	—		456		—		11		467
Shares issued - employee stock compensation plans	0.2	14		—		—		—		14
Shares repurchased	(2.6)	—		(850)		—		—		(850)
Share-based compensation expense	—	95		—		—		—		95
Dividends to shareholders ($0.615 per share)	—	—		(125)		—		—		(125)
Net change in fair value of financial instruments	—	—		—		(5)		—		(5)
Net foreign currency translation adjustments	—	—		—		(256)		(1)		(257)
Net postretirement benefit obligation	—	—		—		20		—		20
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(7)		(7)
Balance at September 30, 2023	200.8	$	7,017	$	(3,024)	$	(4,579)	$	100	$	(486)

9

(millions)	Shares	Ordinary Shares and Additional Paid-in Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss, Net of Tax		Non- controlling Interests		Total
Balance at January 1, 2022	214.8	$	6,626	$	(1,694)	$	(3,871)	$	97	$	1,158
Net income	—	—		1,023		—		25		1,048
Shares issued - employee stock compensation plans	0.9	(116)		—		—		—		(116)
Shares repurchased	(2.8)	—		(828)		—		—		(828)
Share-based compensation expense	—	119		—		—		—		119
Dividends to shareholders ($0.51 per share)	—	—		(110)		—		—		(110)
Net change in fair value of financial instruments	—	—		—		1		—		1
Net foreign currency translation adjustments	—	—		—		(6)		(1)		(7)
Net postretirement benefit obligation	—	—		—		33		—		33
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(7)		(7)
Balance at March 31, 2022	212.9	$	6,629	$	(1,609)	$	(3,843)	$	114	$	1,291
Net income	—	—		501		—		13		514
Shares issued - employee stock compensation plans	0.4	(50)		—		—		—		(50)
Shares repurchased	(1.7)	—		(500)		—		—		(500)
Share-based compensation expense	—	92		—		—		—		92
Dividends to shareholders ($0.56 per share)	—	—		(119)		—		—		(119)
Net change in fair value of financial instruments	—	—		—		(9)		—		(9)
Net foreign currency translation adjustments	—	—		—		(436)		—		(436)
Net postretirement benefit obligation	—	—		—		28		—		28
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(23)		(23)
Balance at June 30, 2022	211.6	$	6,671	$	(1,727)	$	(4,260)	$	104	$	788
Net income (loss)	—	—		408		—		10		418
Shares issued - employee stock compensation plans	0.2	11		(1)		—		—		10
Shares repurchased	(4.2)	—		(1,200)		—		—		(1,200)
Share-based compensation expense	—	93		—		—		—		93
Dividends to shareholders ($0.56 per share)	—	—		(118)		—		—		(118)
Net change in fair value of financial instruments	—	—		—		(8)		—		(8)
Net foreign currency translation adjustments	—	—		—		(677)		1		(676)
Net postretirement benefit obligation	—	—		—		26		—		26
Purchases of subsidiary shares from noncontrolling interests	—	(1)		—		—		(1)		(2)
Dividends paid to noncontrolling interests on subsidiary common stock	—	—		—		—		(1)		(1)
Balance at September 30, 2022	207.6	$	6,774	$	(2,638)	$	(4,919)	$	113	$	(670)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

10

Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(millions)	2023		2022
Cash flows from operating activities
Net income	$	2,121	$	1,980
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses	—		(53)
Depreciation of fixed assets	119		115
Amortization and impairment of intangible assets	70		87
Share-based compensation expense	321		304
Deferred income taxes	(232)		(87)
Other, net	28		1
Change in assets and liabilities:
Receivables, net	(290)		(146)
Accounts payable and accrued liabilities	(357)		(255)
Current income taxes	58		136
Pension, other postretirement and postemployment liabilities	3		(45)
Other assets and liabilities	333		140
Cash provided by operating activities	2,174		2,177
Cash flows from investing activities
Proceeds from investments	59		71
Purchases of investments	(61)		(95)
Net sales of short-term investments - non fiduciary	274		15
Acquisition of businesses, net of cash and funds held on behalf of clients	(18)		(154)
Sale of businesses, net of cash and funds held on behalf of clients	1		80
Capital expenditures	(203)		(126)
Cash provided by (used for) investing activities	52		(209)
Cash flows from financing activities
Share repurchase	(1,950)		(2,528)
Proceeds from issuance of shares	63		49
Cash paid for employee taxes on withholding shares	(232)		(205)
Commercial paper issuances, net of repayments	(274)		(425)
Issuance of debt	744		1,967
Increase in fiduciary liabilities, net of fiduciary receivables	870		1,200
Cash dividends to shareholders	(366)		(347)
Noncontrolling interests and other financing activities	(56)		(50)
Cash used for financing activities	(1,201)		(339)
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	(57)		(1,079)
Net increase in cash and cash equivalents and funds held on behalf of clients	968		550
Cash, cash equivalents and funds held on behalf of clients at beginning of period	7,076		6,645
Cash, cash equivalents and funds held on behalf of clients at end of period	$	8,044	$	7,195
Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents	$	808	$	692
Cash and cash equivalents classified as held for sale	6		—
Funds held on behalf of clients	7,230		6,503
Total cash and cash equivalents and funds held on behalf of clients	$	8,044	$	7,195
Supplemental disclosures:
Interest paid	$	309	$	219
Income taxes paid, net of refunds	$	613	$	418

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

11

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. GAAP. The Condensed Consolidated Financial Statements include the accounts of Aon plc and all of its controlled subsidiaries (“Aon” or the “Company”). Intercompany accounts and transactions have been eliminated. The Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented.

Certain information and disclosures normally included in the Consolidated Financial Statements prepared in accordance with U.S. GAAP have been condensed or omitted. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2023.

Use of Estimates

The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the Condensed Consolidated Financial Statements in future periods.

2. Accounting Principles and Practices

All issued, but not yet effective, guidance has been deemed not applicable or not significant to the Condensed Consolidated Financial Statements.

3. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by principal service line (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Commercial Risk Solutions	$	1,585	$	1,482	$	5,137	$	4,893
Reinsurance Solutions	465		396		2,149		1,909
Health Solutions	552		494		1,670		1,546
Wealth Solutions	352		326		1,054		1,014
Eliminations	(1)		(2)		(9)		(13)
Total revenue	$	2,953	$	2,696	$	10,001	$	9,349

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Consolidated revenue from contracts with customers by geographic area, which is attributed on the basis of where the services are performed, is as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
United States	$	1,400	$	1,338	$	4,322	$	4,094
Americas other than United States	281		250		890		814
United Kingdom	396		331		1,456		1,348
Ireland	24		22		82		76
Europe, Middle East, & Africa other than United Kingdom and Ireland	479		403		2,093		1,930
Asia Pacific	373		352		1,158		1,087
Total revenue	$	2,953	$	2,696	$	10,001	$	9,349

Contract Costs

An analysis of the changes in the net carrying amount of costs to fulfill contracts with customers are as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	242	$	239	$	355	$	361
Additions	357		320		1,074		1,022
Amortization	(321)		(291)		(1,156)		(1,109)
Impairment	—		—		—		—
Foreign currency translation and other	(5)		(12)		—		(18)
Balance at end of period	$	273	$	256	$	273	$	256

An analysis of the changes in the net carrying amount of costs to obtain contracts with customers are as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	186	$	182	$	185	$	179
Additions	14		8		37		35
Amortization	(13)		(12)		(38)		(36)
Impairment	—		—		—		—
Foreign currency translation and other	(1)		(2)		2		(2)
Balance at end of period	$	186	$	176	$	186	$	176

4. Accelerating Aon United Program

In the third quarter of 2023, Aon initiated a three-year restructuring program, Accelerating Aon United Program (the “Program”) with the purpose of streamlining the Company’s technology infrastructure, optimizing its leadership structure and resource alignment, and reducing the real estate footprint to align to its hybrid working strategy. The Program will include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation costs.

Program charges are recognized within Accelerating Aon United Program expenses on the accompanying Condensed Consolidated Statements of Income and consists of the following cost activities:

•Technology and other – includes costs associated with actions taken to rationalize applications, such as contract termination fees and other non-capitalizable costs associated with Program initiatives, which include professional service fees.

•Workforce optimization – includes costs associated with headcount reduction and other separation-related costs.

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•Asset impairments – includes non-cash costs associated with impairment of assets, as they are identified, including ROU lease assets, leasehold improvements, and other capitalized assets no longer providing economic benefit.

The Program is currently expected to result in cumulative costs of approximately $1,000 million, consisting of approximately $900 million of cash charges and approximately $100 million of non-cash charges. For the three and nine months ended September 30, 2023, total Program costs incurred were $6 million of cash charges. The Company expects to continue to review the implementation of elements of the Program throughout the course of the Program and, therefore, there may be changes to expected timing, estimates of expected costs, and related savings.

The Company’s unpaid liabilities for charges under the Program are included in Accounts payable and accrued liabilities in the Condensed Consolidated Statements of Financial Position.

5. Cash and Cash Equivalents and Short-Term Investments

Cash and cash equivalents include cash balances and all highly liquid instruments with initial maturities of three months or less. Short-term investments consist of money market funds. The estimated fair value of Cash and cash equivalents and Short-term investments approximates their carrying values.

At September 30, 2023, Cash and cash equivalents and Short-term investments were $983 million compared to $1,142 million at December 31, 2022, a decrease of $159 million. Of the total balances, $115 million was restricted as to its use at September 30, 2023 and December 31, 2022, respectively. Included within Short-term investments as of September 30, 2023 and December 31, 2022, were £62.1 million ($75.5 million at September 30, 2023 exchange rates) and £60.1 million ($72.5 million at December 31, 2022 exchange rates), respectively, of operating funds required to be held by the Company in the U.K. by the FCA, a U.K.-based regulator.

6. Other Financial Data

Condensed Consolidated Statements of Income Information

Other Income (Expense)

Other income (expense) consists of the following (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Pension and other postretirement	$	(18)	$	(3)	$	(78)	$	(9)
Foreign currency remeasurement	8		40		(48)		39
Gain from sales of businesses	—		6		—		53
Equity earnings	2		2		4		6
Financial instruments and other	(13)		(29)		17		(18)
Total	$	(21)	$	16	$	(105)	$	71

Condensed Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

Changes in the net carrying amount of allowance for doubtful accounts are as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	83	$	91	$	76	$	90
Provision	3		2		12		12
Accounts written off, net of recoveries	(2)		1		(5)		(11)
Foreign currency translation and other	(2)		(12)		(1)		(9)
Balance at end of period	$	82	$	82	$	82	$	82

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Other Current Assets

The components of Other current assets are as follows (in millions):

As of	September 30, 2023		December 31, 2022
Assets held for sale (1)	$	277	$	—
Costs to fulfill contracts with customers (2)	273		355
Prepaid expenses	147		109
Taxes receivable	39		74
Other	141		108
Total	$	877	$	646

(1)Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

(2)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):

As of	September 30, 2023		December 31, 2022
Costs to obtain contracts with customers (1)	$	186	$	185
Taxes receivable	102		109
Investments	45		60
Leases	30		43
Other	134		112
Total	$	497	$	509

(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

Other Current Liabilities

The components of Other current liabilities are as follows (in millions):

As of	September 30, 2023		December 31, 2022
Deferred revenue (1)	$	282	$	250
Taxes payable	195		193
Leases	181		186
Liabilities held for sale (2)	40		—
Other	1,028		718
Total	$	1,726	$	1,347

(1)During the three and nine months ended September 30, 2023, revenue of $158 million and $494 million, respectively, was recognized in the Condensed Consolidated Statements of Income. During the three and nine months ended September 30, 2022, revenue of $108 million and $481 million, respectively, was recognized in the Condensed Consolidated Statements of Income.

(2)Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

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Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):

As of	September 30, 2023		December 31, 2022
Taxes payable (1)	$	812	$	795
Compensation and benefits	51		69
Deferred revenue	36		37
Leases	15		28
Other	90		95
Total	$	1,004	$	1,024

(1)Includes $72 million and $129 million for the non-current portion of the one-time mandatory transition tax on accumulated foreign earnings as of September 30, 2023 and December 31, 2022, respectively.

7. Acquisitions and Dispositions of Businesses

Completed Acquisitions

The Company completed one and two acquisitions during the three and nine months ended September 30, 2023, respectively, and completed two and four acquisitions during the three and nine months ended September 30, 2022, respectively. The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):

	Nine months ended September 30, 2023
Consideration transferred:
Cash	$	18
Deferred and contingent consideration	5
Aggregate consideration transferred	$	23
Assets acquired:
Goodwill	9
Intangible assets	16
Other assets (1)	4
Total assets acquired	29
Liabilities assumed:
Total liabilities assumed	6
Net assets acquired	$	23

(1) Includes Cash and cash equivalents of $2 million.

The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the respective acquisition dates. The Company’s results of operations would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired.

2023 Acquisitions

On August 30, 2023, the Company completed the acquisition of 100% of the share capital of NGS (Uruguay) S.A., a risk management consultant firm in Uruguay.

On June 22, 2023, the Company completed the acquisition of 100% of the share capital of Benefits Corredores de Seguros and Asesorías e Inversiones Benefits, a business that provides health and benefits brokerage and benefit administration in Chile.

2022 Acquisitions

On November 1, 2022, the Company completed the acquisition of 100% of the share capital of E.R.N. Evaluacion de Riesgos Naturales y Antropogenicos, S.A. de C.V., a Mexico-based firm in risk assessment modeling.

On September 12, 2022, the Company completed the purchase of certain assets of Praxiom Risk Management, a provider of professional risk management in the U.S.

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On August 1, 2022, the Company completed the purchase of certain assets of U.S. Advisors, Inc., a broker based in the U.S.

On May 3, 2022, the Company completed the acquisition of 100% of the share capital of Karl Köllner group companies, a marine hull broker based in Germany.

On March 1, 2022, the Company completed the acquisition of Tyche, an actuarial software platform based in the U.K.

Completed Dispositions

The Company completed no dispositions during the three and nine months ended September 30, 2023.

The Company completed no dispositions during the three months ended September 30, 2022 and three dispositions during the nine months ended September 30, 2022. The pretax gains recognized related to dispositions for the three months ended September 30, 2022 were $6 million. The pretax gains recognized related to dispositions for the nine months ended September 30, 2022 were $53 million. Gains recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income. There were no losses recognized for the three and nine months ended September 30, 2022.

Assets and Liabilities Held for Sale

As of September 30, 2023, Aon classified certain assets and liabilities as held for sale, as the Company has committed to a plan to sell the assets and liabilities within one year. Total assets and liabilities held for sale were $277 million and $40 million, respectively.

8. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the nine months ended September 30, 2023 are as follows (in millions):

Balance as of December 31, 2022	$	8,292
Goodwill related to current year acquisitions	9
Foreign currency translation and other	(56)
Balance as of September 30, 2023	$	8,245

Other intangible assets by asset class are as follows (in millions):

	September 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount (1)		Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer-related and contract-based	$	1,851	$	1,653	$	198	$	2,207	$	1,833	$	374
Technology and other (2)	369		315		54		450		377		73
Total	$	2,220	$	1,968	$	252	$	2,657	$	2,210	$	447

(1)As of September 30, 2023, the Company classified $143 million of Intangible assets, net, as assets held for sale within Other current assets. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

(2)December 31, 2022 includes $14 million of fully amortized intangible assets previously classified as Tradenames which have been reclassified within Technology and other, within Intangibles assets, net.

The estimated future amortization for finite-lived intangible assets as of September 30, 2023 is as follows (in millions):

Remainder of 2023	$	19
2024	64
2025	54
2026	35
2027	23
2028	18
Thereafter	39
Total	$	252

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9. Debt

Notes

In June 2023, Aon Global Limited’s $600 million 3.50% Senior Notes due June 2024 were classified as Short-term debt and current portion of long-term debt in the Condensed Consolidated Statement of Financial Position as the date of maturity is in less than one year.

On February 28, 2023, Aon Corporation, a Delaware corporation, and Aon Global Holdings plc, a public limited company formed under the laws of England and Wales, both wholly owned subsidiaries of the Company, co-issued $750 million 5.35% Senior Notes due in February 2033. The Company intends to use the net proceeds from the offering for general corporate purposes.

In November 2022, Aon Global Limited’s $350 million 4.00% Senior Notes due November 2023 were classified as Short-term debt and current portion of long-term debt in the Condensed Consolidated Statement of Financial Position as the date of maturity is in less than one year.

In November 2022, Aon Corporation’s $500 million 2.20% Senior Notes matured and were repaid in full.

On September 12, 2022, Aon Corporation and Aon Global Holdings plc co-issued $500 million of 5.00% Senior Notes due September 2032. The Company intends to use the net proceeds from the offering for general corporate purposes.

On February 28, 2022, Aon Corporation and Aon Global Holdings plc co-issued $600 million of 2.85% Senior Notes due May 2027 and $900 million of 3.90% Senior Notes due February 2052. The Company intends to use the net proceeds from the offering for general corporate purposes.

Revolving Credit Facilities

As of September 30, 2023, Aon had two primary committed credit facilities outstanding: its $1.0 billion multi-currency U.S. credit facility expiring in September 2026 and its $750 million multi-currency U.S. credit facility expiring in October 2024. In aggregate, these two facilities provide approximately $1.8 billion in available credit. Effective October 19, 2023, the expiration date of the $1.0 billion multi-currency U.S. credit facility was extended one year from September 2026 to September 2027. Additionally, effective October 19, 2023, the $750 million multi-currency U.S. credit facility expiring October 2024 was replaced with a $1.0 billion multi-currency U.S. credit facility, expiring in October 2028 and, together, the two facilities provide $2.0 billion in available credit.

Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require Aon to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. Aon did not have borrowings under either of these primary committed credit facilities as of September 30, 2023 and December 31, 2022, respectively. Additionally, Aon was in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended September 30, 2023.

Commercial Paper

Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Program”). Commercial paper may be issued in aggregate principal amounts of up to $1.0 billion under the U.S. Program and €625 million ($661 million at September 30, 2023 exchange rates) under the European Program, not to exceed the amount of the Company’s committed credit facilities, which was approximately $1.8 billion at September 30, 2023. The aggregate capacity of the Commercial Paper Program remains fully backed by the Company’s committed credit facilities.

On June 22, 2023, consistent with the guarantors included in the Company’s shelf registration statement, the Company added a new guarantor, Aon North America, Inc., to its Commercial Paper programs. As of June 22, 2023, the U.S. Program is fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc. As of June 22, 2023, the European Program is fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Corporation. Refer to Note 15 “Claims, Lawsuits, and Other Contingencies” for further information on changes to the Company’s guarantees of registered securities.

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Commercial paper outstanding, which is included in Short-term debt and current portion of long-term debt in the Condensed Consolidated Statements of Financial Position, is as follows (in millions):

	September 30, 2023		December 31, 2022
Commercial paper outstanding	$	325	$	592

The weighted average commercial paper outstanding and its related interest rates are as follows (in millions, except percentages):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Weighted average commercial paper outstanding	$	316		$	483		$	381		$	476
Weighted average interest rate of commercial paper outstanding	5.47		%	1.66		%	4.54		%	0.69		%

10. Income Taxes

The effective tax rate on Net income was 16.6% and 17.1% for the three and nine months ended September 30, 2023, respectively. The effective tax rate on Net income was 18.0% and 19.1% for the three and nine months ended September 30, 2022, respectively.

For the three and nine months ended September 30, 2023, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the tax benefit from the release of a valuation allowance due to a change in judgement about the realizability of deferred tax assets. The year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the tax benefits associated with the release of a valuation allowance, share-based payments, and the anticipated sale of certain assets and liabilities classified as held for sale.

For the three and nine months ended September 30, 2022, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items. The year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, primarily the favorable impacts of share-based payments.

11. Shareholders’ Equity (Deficit)

Ordinary Shares

Aon has a share repurchase program authorized by the Company’s Board of Directors (“the Repurchase Program”). 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):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Shares repurchased	2.6		4.2		6.1		8.7
Average price per share	$	330.98	$	284.39	$	321.40	$	289.14
Repurchase costs recorded to accumulated deficit	$	850	$	1,200	$	1,950	$	2,528

At September 30, 2023, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $4.1 billion. Under the Repurchase Program, the Company has repurchased a total of 166.7 million shares for an aggregate cost of approximately $23.4 billion.

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Weighted Average Ordinary Shares

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Basic weighted average ordinary shares outstanding	202.9	210.9	204.6	213.2
Dilutive effect of potentially issuable shares	1.7	1.7	1.4	1.4
Diluted weighted average ordinary shares outstanding	204.6	212.6	206.0	214.6

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 no shares excluded from the calculation for the three and nine months ended September 30, 2023. There were 1.0 million and 0.9 million shares excluded from the calculation for the three and nine months ended September 30, 2022, respectively.

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, 2022	$	(11)	$	(1,861)	$	(2,751)	$	(4,623)