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 JUNE 30, 2024

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 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 North America, Inc.’s 5.125% Senior Notes due 2027	AON27B	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029	AON29	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 North America, Inc.’s 5.300% Senior Notes due 2031	AON31B	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 North America, Inc.’s 5.450% Senior Notes due 2034	AON34	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
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054	AON54	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 July 25, 2024: 217,242,161

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 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 (including proceedings and contingencies relating to transactions for which capital was arranged by Vesttoo Ltd.);

•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 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 a 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 in connection with the acquisition of NFP or unknown or inestimable liabilities; and

•any potential adverse impact of the consummation of the acquisition of NFP on our relationships, including with suppliers, customers, employees, and regulators.

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 our filings with the SEC, including the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and the risk factors set forth under the headings “Risks Related to Aon and the NFP business after Completion of the Transaction” and “Risks Related to NFP’s Business” in our registration statement on Form S-4 effective April 23, 2024. 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
ESG	Environmental, Social, and Governance
FCA	Financial Conduct Authority
GAAP	Generally Accepted Accounting Principles
GHG	Greenhouse Gas
LOC	Letter of Credit
OECD	Organisation for Economic Co-operation and Development
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 June 30,				Six Months Ended June 30,
(millions, except per share data)	2024		2023		2024		2023
Revenue
Total revenue	$	3,760	$	3,177	$	7,830	$	7,048
Expenses
Compensation and benefits	2,130		1,754		4,013		3,546
Information technology	132		129		256		268
Premises	82		68		153		143
Depreciation of fixed assets	45		39		89		77
Amortization and impairment of intangible assets	128		25		144		50
Other general expense	455		320		803		649
Accelerating Aon United Program expenses	132		—		251		—
Total operating expenses	3,104		2,335		5,709		4,733
Operating income	656		842		2,121		2,315
Interest income	31		5		59		10
Interest expense	(225)		(130)		(369)		(241)
Other income (expense)	236		(59)		311		(84)
Income before income taxes	698		658		2,122		2,000
Income tax expense	160		83		491		346
Net income	538		575		1,631		1,654
Less: Net income attributable to redeemable and non-redeemable noncontrolling interests	14		15		36		44
Net income attributable to Aon shareholders	$	524	$	560	$	1,595	$	1,610
Basic net income per share attributable to Aon shareholders	$	2.47	$	2.74	$	7.75	$	7.84
Diluted net income per share attributable to Aon shareholders	$	2.46	$	2.71	$	7.72	$	7.79
Weighted average ordinary shares outstanding - basic	212.5		204.7		205.8		205.4
Weighted average ordinary shares outstanding - diluted	213.3		206.3		206.7		206.7

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

6

Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(millions)	2024		2023		2024		2023
Net income	$	538	$	575	$	1,631	$	1,654
Less: Net income attributable to redeemable and non-redeemable noncontrolling interests	14		15		36		44
Net income attributable to Aon shareholders	524		560		1,595		1,610
Other comprehensive income, net of tax:
Change in fair value of financial instruments	1		8		76		11
Foreign currency translation adjustments	(88)		174		(220)		228
Postretirement benefit obligation	13		24		39		46
Total other comprehensive income (loss)	(74)		206		(105)		285
Less: Other comprehensive income attributable to noncontrolling interests	—		—		—		—
Total other comprehensive income (loss) attributable to Aon shareholders	(74)		206		(105)		285
Comprehensive income attributable to Aon shareholders	$	450	$	766	$	1,490	$	1,895

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

7

Aon plc

Condensed Consolidated Statements of Financial Position

	(Unaudited)
(millions, except nominal value)	June 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	974	$	778
Short-term investments	182		369
Receivables, net	4,459		3,254
Fiduciary assets	18,865		16,307
Other current assets	1,063		996
Total current assets	25,543		21,704
Goodwill	15,281		8,414
Intangible assets, net	6,794		234
Fixed assets, net	636		638
Operating lease right-of-use assets	723		650
Deferred tax assets	1,218		1,195
Prepaid pension	629		618
Other non-current assets	629		506
Total assets	$	51,453	$	33,959
Liabilities, redeemable noncontrolling interests, and equity (deficit)
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	2,319	$	2,262
Short-term debt and current portion of long-term debt	4		1,204
Fiduciary liabilities	18,865		16,307
Other current liabilities	2,310		1,878
Total current liabilities	23,498		21,651
Long-term debt	17,610		9,995
Non-current operating lease liabilities	702		641
Deferred tax liabilities	1,177		115
Pension, other postretirement, and postemployment liabilities	1,173		1,225
Other non-current liabilities	1,135		1,074
Total liabilities	45,295		34,701
Redeemable noncontrolling interests	130		—
Equity (deficit)
Ordinary shares - $0.01 nominal value      Authorized: 500.0 shares (issued: 2024 - 217.2; 2023 - 198.6)	2		2
Additional paid-in capital	12,910		6,944
Accumulated deficit	(2,574)		(3,399)
Accumulated other comprehensive loss	(4,478)		(4,373)
Total Aon shareholders' equity (deficit)	5,860		(826)
Nonredeemable noncontrolling interests	168		84
Total equity (deficit)	6,028		(742)
Total liabilities, redeemable noncontrolling interests and equity (deficit)	$	51,453	$	33,959

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- redeemable Non- controlling Interests		Total
Balance at January 1, 2024	198.6	$	6,946	$	(3,399)	$	(4,373)	$	84	$	(742)
Net income	—	—		1,071		—		22		1,093
Shares issued - employee stock compensation plans	0.8	(104)		—		—		—		(104)
Shares repurchased	(0.8)	—		(250)		—		—		(250)
Share-based compensation expense	—	130		—		—		—		130
Dividends to shareholders ($0.615 per share)	—	—		(122)		—		—		(122)
Net change in fair value of financial instruments	—	—		—		75		—		75
Net foreign currency translation adjustments	—	—		—		(132)		—		(132)
Net postretirement benefit obligation	—	—		—		26		—		26
Purchases of subsidiary shares from nonredeemable noncontrolling interests	—	(1)		—		—		—		(1)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock	—	—		—		—		(1)		(1)
Balance at March 31, 2024	198.6	$	6,971	$	(2,700)	$	(4,404)	$	105	$	(28)
Net income (1)	—	—		524		—		12		536
Shares issued - NFP Transaction	19.0	5,882		—		—		—		5,882
Shares issued - employee stock compensation plans	0.4	(45)		—		—		—		(45)
Shares repurchased	(0.8)	—		(250)		—		—		(250)
Share-based compensation expense	—	117		—		—		—		117
Dividends to shareholders ($0.675 per share)	—	—		(148)		—		—		(148)
Net change in fair value of financial instruments	—	—		—		1		—		1
Net foreign currency translation adjustments	—	—		—		(88)		—		(88)
Net postretirement benefit obligation	—	—		—		13		—		13
Purchases of subsidiary shares from nonredeemable noncontrolling interests	—	—		—		—		86		86
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock	—	—		—		—		(35)		(35)
Adjustments to redeemable noncontrolling interests	—	(13)		—		—		—		(13)
Balance at June 30, 2024	217.2	$	12,912	$	(2,574)	$	(4,478)	$	168	$	6,028

(1)The Company’s Net income totaled $538 million for the quarter ended June 30, 2024, which included $2 million of Net income related to redeemable noncontrolling interests.

9

(millions)	Shares	Ordinary Shares and Additional Paid-in Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss, Net of Tax		Non-redeemable 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

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

10

Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
(millions)	2024		2023
Cash flows from operating activities
Net income	$	1,631	$	1,654
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses	(257)		—
Depreciation of fixed assets	89		77
Amortization and impairment of intangible assets	144		50
Share-based compensation expense	247		226
Deferred income taxes	(122)		(168)
Other, net	(112)		28
Change in assets and liabilities:
Receivables, net	(959)		(704)
Accounts payable and accrued liabilities	(251)		(515)
Accelerating Aon United Program liabilities	61		—
Current income taxes	60		53
Pension, other postretirement and postemployment liabilities	(17)		(3)
Other assets and liabilities	308		433
Cash provided by operating activities	822		1,131
Cash flows from investing activities
Proceeds from investments	146		54
Purchases of investments	(91)		(29)
Net sales of short-term investments - non fiduciary	189		255
Acquisition of businesses, net of cash and funds held on behalf of clients	(2,780)		(8)
Sale of businesses, net of cash and funds held on behalf of clients	352		1
Capital expenditures	(101)		(145)
Cash provided by (used for) investing activities	(2,285)		128
Cash flows from financing activities
Share repurchase	(500)		(1,100)
Proceeds from issuance of shares	27		33
Cash paid for employee taxes on withholding shares	(176)		(216)
Commercial paper issuances, net of repayments	(591)		(217)
Issuance of debt	7,926		744
Repayment of debt	(4,328)		—
Increase in fiduciary liabilities, net of fiduciary receivables	283		999
Cash dividends to shareholders	(269)		(241)
Redeemable and non-redeemable noncontrolling interests, and other financing activities	(108)		(41)
Cash provided by (used for) financing activities	2,264		(39)
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	(202)		203
Net increase in cash and cash equivalents and funds held on behalf of clients	599		1,423
Cash, cash equivalents and funds held on behalf of clients at beginning of period	7,722		7,076
Cash, cash equivalents and funds held on behalf of clients at end of period	$	8,321	$	8,499
Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents	$	974	$	952
Cash and cash equivalents and funds held on behalf of clients classified as held for sale	38		9
Funds held on behalf of clients	7,309		7,538
Total cash and cash equivalents and funds held on behalf of clients	$	8,321	$	8,499
Supplemental disclosures:
Interest paid	$	256	$	220
Income taxes paid, net of refunds	$	553	$	461

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, 2023. The results for the three and six months ended June 30, 2024 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2024.

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

We have not made any changes in our significant accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC, except for those described below, which have been added in connection with the acquisition of NFP.

Summary of Significant Accounting Principles and Practices

Contingent Consideration

Contingent consideration may be paid to the former owners of the business and typically will involve the acquired entity reaching specific financial results over a designated period. Contingent consideration payables are recorded at fair value and are included in the purchase price consideration at the time of the acquisition. Subsequent changes in the fair value of contingent consideration obligations are recorded in the Condensed Consolidated Statements of Income. The fair value of contingent consideration payables is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value of the contingent consideration, the acquired business’s future performance is estimated using financial projections for the acquired business and measured against performance targets specified in each purchase agreement. Contingent consideration liabilities are classified as Level 3 because of the Company’s reliance on unobservable inputs.

Principles of Consolidations

The accompanying Condensed Consolidated Financial Statements include the accounts of Aon plc and those entities in which the Company has a controlling financial interest. To determine if Aon holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest model to the entity, otherwise, the entity is evaluated under the voting interest model. When Aon holds rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. If the Company is the primary beneficiary of a VIE, the Company consolidates the entity and reflects any relevant noncontrolling interest of other beneficiaries of that entity on the Statement of Consolidated Financial Position. Aon’s interest in VIEs as of June 30, 2024 predominantly relates to assets and liabilities acquired through the acquisition of NFP and

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are subject to purchase accounting adjustments. Total assets related to consolidated VIEs are approximately 1% of the Company’s Total assets on the Condensed Consolidated Statements of Financial Position for the period ended June 30, 2024.

Aon holds a controlling financial interest in entities that are not VIEs when it, directly or indirectly holds more than 50% of the voting rights and the noncontrolling interest holders do not hold substantive participating rights.

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent interests for certain consolidated entities which are subject to redemption rights held by the noncontrolling interests owners outside of the Company’s control at fixed or determinable prices and dates. The interests are initially recorded at fair value and in subsequent reporting periods are adjusted to the estimated redemption value. The adjustments to the redemption value are recorded to additional paid-in capital or retained earnings, when appropriate, on the Condensed Consolidated Statements of Financial Position. The Redeemable noncontrolling interests are considered temporary equity and reported outside of permanent equity on the Condensed Consolidated Statements of Financial Position. The interests are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of net income (loss) and distributions or its redemption value.

New Accounting Pronouncements

Accounting Standards Issued But Not Yet Adopted

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued new accounting guidance, requiring new segment disclosures under ASC 280, Segment Reporting, including disclosure of significant segment expense categories and amounts that are regularly reported to the CODM and included in the segment’s profit or loss. Additionally, all disclosure requirements under ASC 280, including new requirements under this new guidance, will be required on an interim basis. The new guidance is effective for Aon for the year ended December 31, 2024 and interim periods thereafter, with early adoption permitted. An entity will apply the new guidance on a retrospective basis for all periods presented. The Company is currently evaluating the impact the guidance will have on the Notes to Consolidated Financial Statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued new accounting guidance under ASC 740, Income Taxes, which requires additional income tax disclosures on an annual basis, including disaggregation of information presented within the reconciliation of the expected tax to the reported tax by specific categories, with certain reconciling items 5% or greater broken out by nature and/or jurisdiction. The new guidance also requires disclosure of income taxes paid, net of refunds, broken out by federal, state/local, and foreign, including disclosure of individual jurisdictions when greater than 5% of total net income taxes paid. The new guidance is effective for Aon for the year ended December 31, 2025, with early adoption permitted. The Company is evaluating the period of adoption and transition approach, as well as the impact the disclosures will have on the Notes to Consolidated Financial Statements.

Securities and Exchange Commission Final Rules

The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures. The final rules will require the Company to provide certain climate-related information in Item 7, Management’s Discussion and Analysis regarding material climate-related risks, activities to mitigate or adapt to such risks, information regarding oversight and management of climate-related risks, information on climate-related targets or goals, and disclosure of Scope 1 and 2 GHG emissions. Additionally, within the Notes to Consolidated Financial Statements, the Company will be required to disclose the financial statement effects of severe weather events and other natural conditions. The final rules are effective for Aon for the year ended December 31, 2025, with the exception of GHG emissions disclosures which are effective for Aon for the year ended December 31, 2026. After the adoption of the final rules, the final rules became subject to several legal challenges, and on April 4, 2024 the SEC voluntarily stayed the final rules pending judicial review. The Company is currently evaluating the impact that the guidance will have on our disclosures and will monitor the judicial process for impacts on the disclosure requirements.

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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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Commercial Risk Solutions	$	2,015	$	1,774	$	3,823	$	3,552
Reinsurance Solutions	635		607		1,802		1,684
Health Solutions	662		447		1,395		1,118
Wealth Solutions	463		352		833		702
Eliminations	(15)		(3)		(23)		(8)
Total revenue	$	3,760	$	3,177	$	7,830	$	7,048

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	1,837	$	1,427	$	3,349	$	2,922
Americas other than United States	362		308		685		609
United Kingdom	548		506		1,131		1,060
Ireland	35		28		68		58
Europe, Middle East, & Africa other than United Kingdom and Ireland	566		512		1,775		1,614
Asia Pacific	412		396		822		785
Total revenue	$	3,760	$	3,177	$	7,830	$	7,048

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	269	$	257	$	370	$	355
Additions	386		355		766		717
Amortization	(390)		(373)		(868)		(835)
Impairment	—		—		—		—
Foreign currency translation and other	(1)		3		(4)		5
Balance at end of period	$	264	$	242	$	264	$	242

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	194	$	183	$	195	$	185
Additions	18		13		32		23
Amortization	(14)		(13)		(27)		(25)
Impairment	—		—		—		—
Foreign currency translation and other	(2)		3		(4)		3
Balance at end of period	$	196	$	186	$	196	$	186

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4. Accelerating Aon United Program

In the third quarter of 2023, Aon initiated a three-year restructuring program called the 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 its real estate footprint to align to its hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology 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 certain applications and to optimize technology across the Company. These costs may include 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.

•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 $1.0 billion, consisting of approximately $900 million of cash charges and approximately $100 million of non-cash charges. For the three and six months ended June 30, 2024, total Program costs incurred were $132 million and $251 million, respectively. 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 generally included in Accounts payable and accrued liabilities in the Condensed Consolidated Statements of Financial Position.

The changes in the Company’s liabilities for the Program as of June 30, 2024 are as follows (in millions):

	Technology and other		Workforce optimization		Asset impairments		Total
Liability balance as of January 1, 2024	$	14	$	86	$	—	$	100
Charges	51		145		55		251
Cash payments	(29)		(69)		—		(98)
Foreign currency translation and other	—		(3)		—		(3)
Non-cash charges (1)	(27)		(10)		(55)		(92)
Liability balance as of June 30, 2024	$	9	$	149	$	—	$	158
Total costs incurred from inception to date	$	65	$	248	$	73	$	386

(1)During the three and six months ended June 30, 2024, the Company recognized $12 million and $20 million, respectively, of accelerated ROU asset amortization or impairments due to the Company’s decision to exit certain leased properties as a result of the AAU Program. The amounts are presented in Technology and other, where the corresponding liability is reflected within Other current liabilities and Non-current operating lease liabilities, which will ultimately be settled in cash.

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 June 30, 2024, Cash and cash equivalents and Short-term investments were $1.2 billion compared to $1.1 billion at December 31, 2023. Of the total balances, $116 million and $120 million were restricted as to their use at June 30, 2024 and December 31, 2023, respectively. Included within Short-term investments as of June 30, 2024 and December 31, 2023, were £55 million ($69 million at June 30, 2024 exchange rates) and £63 million ($80 million at December 31, 2023 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.

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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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Gain from sales of businesses	$	257	$	—	$	257	$	—
Foreign currency remeasurement	5		(37)		9		(56)
Equity earnings	1		(1)		3		2
Pension and other postretirement	(11)		(43)		(21)		(60)
Extinguishment of debt	(6)		—		(6)		—
Financial instruments and other (1)	(10)		22		69		30
Total	$	236	$	(59)	$	311	$	(84)

(1)In first quarter of 2024, an $82 million gain was recognized related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior year period. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	81	$	83	$	79	$	76
Provision	6		2		11		9
Accounts written off, net of recoveries	—		(3)		(2)		(3)
Foreign currency translation and other	—		1		(1)		1
Balance at end of period	$	87	$	83	$	87	$	83

Other Current Assets

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

As of	June 30, 2024		December 31, 2023
Assets held for sale (1)	$	359	$	354
Costs to fulfill contracts with customers (2)	264		370
Prepaid expenses	176		100
Taxes receivable	37		35
Other	227		137
Total	$	1,063	$	996

(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.

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Other Non-Current Assets

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

As of	June 30, 2024		December 31, 2023
Costs to obtain contracts with customers (1)	$	196	$	195
Taxes receivable	92		100
Investments	83		45
Leases	17		26
Other	241		140
Total	$	629	$	506

(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	June 30, 2024		December 31, 2023
Deferred revenue (1)	$	391	$	270
Taxes payable	337		291
Leases	203		182
Contingent consideration	106		—
Liabilities held for sale (2)	64		69
Other	1,209		1,066
Total	$	2,310	$	1,878

(1)During the three and six months ended June 30, 2024, revenue of $199 million and $378 million, respectively, was recognized in the Condensed Consolidated Statements of Income. During the three and six months ended June 30, 2023, revenue of $169 million and $336 million, respectively, was recognized in the Condensed Consolidated Statements of Income.

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

Other Non-Current Liabilities

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

As of	June 30, 2024		December 31, 2023
Taxes payable (1)	$	848	$	827
Contingent consideration	91		—
Compensation and benefits	59		59
Deferred revenue	34		33
Leases	—		10
Other	103		145
Total	$	1,135	$	1,074

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

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7. Acquisitions and Dispositions of Businesses

Completed Acquisitions

The Company completed eight acquisitions during the three and six months ended June 30, 2024 and one acquisition during the three and six months ended June 30, 2023.

On April 25, 2024 (the “Acquisition Date”), the Company completed the acquisition of NFP (the “NFP Transaction”), a leading middle market property and casualty broker, benefits consultant, wealth manager, and retirement plan advisor, with more than 7,700 colleagues. The Transaction expands Aon’s presence in the large and fast-growing middle-market and enhances NFP’s strong existing client relationships and distribution, by bringing Aon’s data and analytics-based content, capabilities, and expertise, delivered through the Aon Business Services platform.

2024 Acquisitions

On June 18, 2024, the Company completed the acquisition of 100% of the share capital of Southern Insurance Agency, L.L.C., a U.S.-based insurance and financial services business.

On June 13, 2024, the Company completed the acquisition of 100% of the share capital of Sean Barrett Bloodstock Insurance Limited, an Ireland-based insurance brokerage.

On May 31, 2024, the Company completed the acquisition of 100% of the share capital of Walden Wealth Partners LLC., a U.S.-based registered investment advisor firm.

On May 31, 2024, the Company completed the acquisition of 100% of the share capital of the Morley Agency, Inc., a U.S.-based commercial and person lines P&C insurance broker.

On May 2, 2024, the Company completed the acquisition of 100% of the share capital of Honest Employment Law Practice Ltd., a U.K.-based business that provides consulting and outsourcing services.

On April 26, 2024, the Company completed the acquisition of 100% of the share capital of NOVABROK Correduría de Seguros, S.L., a Spain-based insurance broker.

On April 25, 2024, the Company completed the acquisition of 100% of the share capital of NFP Intermediate Holdings A Corp. (“NFP”), a leading middle market property and casualty broker, benefits consultant, wealth manager, and retirement plan advisor.

On April 3, 2024, the Company completed the acquisition of 100% of the share capital of Global Insurance Brokers Private Limited, an India-based broker that delivers risk management, insurance, and reinsurance broking services.

Acquisition of NFP

The Company acquired 100% of the outstanding equity interests of NFP Intermediate Holdings A Corp. in a cash-and-stock merger for an aggregate preliminary purchase price totaling $9.1 billion, including approximately $3.2 billion used to settle indebtedness of NFP and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024. As part of the NFP Transaction, the Company acquired certain less-than-wholly owned entities, resulting in the recognition of noncontrolling interests which are described further below.

The Company financed the NFP Transaction, in part, with the net proceeds from Senior Notes issued on March 1, 2024 totaling to an aggregate amount of $6.0 billion and proceeds from a $2.0 billion delayed draw term loan which was drawn on April 25, 2024. Refer to Note 9 “Debt” for further information.

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Aon accounted for the NFP Transaction as a business combination under the acquisition method of accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of intangible assets acquired requires significant judgements, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgements could produce materially different results. The preliminary fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are subject to adjustment when purchase accounting is finalized. The following table includes these amounts recognized as a result of the Company’s acquisitions (in millions):

	Six months ended June 30, 2024
	NFP Acquisition		Other Acquisitions		Total
Consideration transferred:
Cash	$	3,247	$	109	$	3,356
Deferred and contingent consideration	—		7		7
Class A ordinary shares issued	5,882		—		5,882
Aggregate consideration transferred	$	9,129	$	116	$	9,245
Assets acquired:
Cash and cash equivalents	$	293	$	3	$	296
Receivables	321		3		324
Fiduciary assets (1)	411		6		417
Goodwill	6,953		69		7,022
Other intangible assets:
Customer-related and contract-based	5,825		50		5,875
Tradenames	800		—		800
Technology and other	25		1		26
Operating lease right-of-use assets	143		2		145
Current assets	110		3		113
Non-current assets	169		1		170
Total assets acquired	15,050		138		15,188
Liabilities assumed:
Accounts payable and accrued liabilities	$	283	$	8	$	291
Fiduciary liabilities	411		6		417
Current liabilities	227		—		227
Long-term debt	3,422		—		3,422
Non-current operating lease liabilities	125		2		127
Deferred tax liabilities	1,123		6		1,129
Non-current liabilities	142		—		142
Total liabilities assumed	5,733		22		5,755
Less: Fair value of redeemable noncontrolling interests	(103)		—		(103)
Less: Fair value of nonredeemable noncontrolling interests	(85)		—		(85)
Net assets acquired	$	9,129	$	116	$	9,245

(1)Includes $283 million of funds held on behalf of clients.

The purchase price related to the NFP Transaction exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of approximately $7.0 billion, which is fully allocated to the Aon United segment and is not deductible for tax purposes. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies as a result of the NFP Transaction which provides the Company with an expanded presence in the large and fast-growing middle-market.

The fair value of the tangible assets and liabilities acquired in the NFP Transaction approximated their carrying values as of the Acquisition Date. The Company used independent third-party valuation specialists to assist in determining the fair value of

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certain intangible assets acquired and liabilities assumed. Provisional estimates of fair value are established at the time of the NFP Transaction. Such estimates are preliminary in nature and, therefore, could be subject to material adjustments. Any necessary adjustments must be finalized within one year of the Acquisition Date. There are significant estimates used in determining the fair values of certain intangible assets acquired, which consist of customer-related and contract-based assets, tradename, and technology, as well as certain liabilities assumed, which consist of contingent consideration obligations.

•Customer-related and contract-based assets: The fair value was estimated based on a multi-period excess earnings method of the income approach and used estimated financial projections developed by management applying market participant assumptions. The customer relationships are amortized over 20 years based upon the estimated economic benefits received.

•Tradename: The fair value was estimated based on a relief from royalty method of the income approach, considering publicly available third-party trade name royalty rates as well as expected revenue generated by the use of the tradename over its anticipated life. The trade name is amortized over 10 years based upon the estimated economic benefits received.

•Technology: The fair value was estimated based on a replacement cost method of the cost approach which estimates the cost the Company would incur in rebuilding the technology. The technology is amortized over 7 years based upon the estimated economic benefits received.

•Contingent Consideration: The fair value of assumed contingent consideration was estimated based on a Monte Carlo simulation in a risk-neutral framework. Key assumptions for estimating fair value include projected revenue or EBITDA, as well as the discount rate and volatility associated with the relevant metric. Contingent consideration liabilities are classified as Level 3 because of the Company’s reliance on unobservable inputs.

The estimates described above directly impact the amount of identified intangible assets recognized and the related amortization expense in future periods as well as certain liabilities assumed. Intangible assets acquired had a weighted average useful economic life of 19 years. As of June 30, 2024, the aggregate intangible assets relating to the NFP Transaction of approximately $6.5 billion were recorded in Intangible assets, net on the Condensed Consolidated Balance Sheets. These amounts are considered preliminary and, therefore, the Company may refine estimates and adjust the assets acquired and liabilities assumed over a measurement period, not to exceed one year from the Acquisition Date. These adjustments are made in the period in which the amounts are determined, and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the Acquisition Date.

For the three and six months ended June 30, 2024, the Company recognized $79 million and $90 million, respectively, of transaction costs in Other general expenses. Additional transaction costs include $6 million of debt extinguishment charges recognized in Other income (expense) for the three and six months ended June 30, 2024 in connection with the extinguishment of assumed long-term debt through cash tender offers on April 26, 2024.

The Company’s Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 include the operations of NFP from the Acquisition Date. The following table presents the NFP revenue and earnings as reported in the Company’s Condensed Consolidated Statements of Income (in millions):

	Three Months Ended June 30, 2024
Revenue	$	442
Net loss attributable to Aon shareholders	$	(19)

Supplemental Pro Forma Combined Information (Unaudited)

The following unaudited pro forma combined financial information presents the combined results of operations of the Company as if the NFP Transaction occurred on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the NFP Transaction had taken place on the date indicated or of results that may occur in the future (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	3,910	$	3,729	$	8,528	$	8,099
Net income attributable to Aon shareholders	465		424		1,396		1,266

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The unaudited pro forma financial information is based on historical information of the Company and NFP, along with certain material pro forma adjustments. The material pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) interest expense to reflect Aon’s borrowings under the Senior Notes offering and delayed draw term loan; (iii) increased compensation expense relating to the issuance of certain cash and equity plans related to the NFP Transaction; (iv) nonrecurring transaction costs; (v) accounting policy alignment adjustments, and (vi) income tax impact of the aforementioned pro forma adjustments.

2023 Acquisitions

On November 30, 2023, the Company completed the acquisition of 100% of the share capital of Gi&Bi S.r.l., an Italy-based insurance broker specialized in the agricultural business segment.

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.

Completed Dispositions

The Company completed two and three dispositions during the three and six months ended June 30, 2024, respectively, and no dispositions during the three and six months ended June 30, 2023.

On May 31, 2024, Aon completed the sale of Healthy Paws, its U.S.-based managing general agent specializing in pet insurance, to Chubb Limited.

There were $257 million pretax gains recognized related to dispositions for the three and six months ended June 30, 2024. There were no pretax gains recognized related to dispositions for the three and six months ended June 30, 2023. Gains recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income. There were $2 million losses related to dispositions recognized in Accelerating Aon United Program expenses in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024. There were no losses related to dispositions recognized for the three and six months ended June 30, 2023.

Assets and Liabilities Held for Sale

As of June 30, 2024, 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, for disposal groups classified as held for sale within Other current assets and Other current liabilities in the Condensed Consolidated Statements of Financial Position were $359 million and $64 million, respectively. Of the $359 million total assets classified as held for sale, $156 million relate to intangible assets.

Other Significant Activity

On May 1, 2017, the Company completed the sale of its benefits administration and business process outsourcing business (the “Divested Business”) to an entity controlled by affiliates of The Blackstone Group L.P. (the “Buyer”) and certain designated purchasers that are direct or indirect subsidiaries of the Buyer. The Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets and liabilities for a purchase price of $4.3 billion in cash paid at closing and deferred consideration of up to $500 million. In the first quarter of 2024, the Company earned $82 million of deferred consideration from the Buyer and the other designated purchasers. Refer to Note 6 “Other Financial Data” for additional information.

8. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the six months ended June 30, 2024 are as follows (in millions):

Balance as of December 31, 2023	$	8,414
Goodwill related to current year acquisitions	7,022
Goodwill related to current year disposals	(35)
Foreign currency translation and other	(120)
Balance as of June 30, 2024	$	15,281

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

	June 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer-related and contract-based	$	7,729	$	1,784	$	5,945	$	1,873	$	1,686	$	187
Tradenames