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).

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).

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).

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)

(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).

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).

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

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.

*•*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

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.

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.

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

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.

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.

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)
Other comprehensive income (loss) before reclassifications, net			1						(28)						(26)						(53)
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income			7						—						124						131
Tax expense			(2)						—						(32)						(34)
Amounts reclassified from accumulated other comprehensive income, net			5						—						92						97
Net current period other comprehensive income (loss)			6						(28)						66						44
Balance at September 30, 2023			$	(5)					$	(1,889)					$	(2,685)					$	(4,579)

			Change in Fair Value of Financial Instruments (1)						Foreign Currency Translation Adjustments						Postretirement Benefit Obligation (2)						Total
Balance at December 31, 2021			$	2					$	(1,333)					$	(2,540)					$	(3,871)
Other comprehensive income (loss) before reclassifications, net			(13)						(1,119)						20						(1,112)
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income			(3)						—						90						87
Tax expense			—						—						(23)						(23)
Amounts reclassified from accumulated other comprehensive income, net			(3)						—						67						64
Net current period other comprehensive income (loss)			(16)						(1,119)						87						(1,048)
Balance at September 30, 2022			$	(14)					$	(2,452)					$	(2,453)					$	(4,919)

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

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

12. Employee Benefits

The following table provides the components of the net periodic (benefit) cost recognized in the Condensed Consolidated Statements of Income for Aon’s significant U.K., U.S., and other major pension plans, which are located in the Netherlands and Canada. Service cost is reported in Compensation and benefits and all other components are reported in Other income (expense) as follows (in millions):

			Three Months Ended September 30,
			U.K.												U.S.												Other
			2023						2022						2023						2022						2023						2022
Service cost			$	—					$	—					$	—					$	—					$	—					$	—
Interest cost			38						20						26						17						10						5
Expected return on plan assets, net of administration expenses			(49)						(32)						(29)						(27)						(12)						(8)
Amortization of prior-service cost			1						1						—						—						—						—
Amortization of net actuarial loss			19						7						8						17						3						3
Net periodic (benefit) cost			9						(4)						5						7						1						—
Loss on pension settlement			—						—						—						—						—						—
Total net periodic (benefit) cost			$	9					$	(4)					$	5					$	7					$	1					$	—
			Nine Months Ended September 30,
			U.K.												U.S.												Other
			2023						2022						2023						2022						2023						2022
Service cost			$	—					$	—					$	—					$	—					$	—					$	—
Interest cost			110						64						78						51						30						14
Expected return on plan assets, net of administration expenses			(143)						(102)						(89)						(81)						(36)						(25)
Amortization of prior-service cost			2						2						—						—						—						—
Amortization of net actuarial loss			56						22						25						50						10						10
Net periodic (benefit) cost			25						(14)						14						20						4						(1)
Loss on pension settlement			—						—						—						1						27						—
Total net periodic (benefit) cost			$	25					$	(14)					$	14					$	21					$	31					$	(1)

In May 2023, to further its pension de-risking strategy, the Company settled certain pension obligations in the Netherlands through the purchase of annuities, where certain pension assets were liquidated to purchase the annuities. A non-cash settlement charge totaling $27 million was recognized in the second quarter of 2023.

In the first quarter of 2022, the Company recognized a non-cash settlement charge of approximately $1 million. Settlements from a certain U.S. pension plan exceeded the plan’s service and interest cost. This triggered settlement accounting which required the immediate recognition of a portion of the accumulated losses associated with the plan.

Contributions

Assuming no additional contributions are agreed to with, or required by, the pension plan trustees, the Company expects to make total cash contributions of approximately $4 million, $43 million, and $14 million (at December 31, 2022 exchange rates) to its significant U.K., U.S., and other major pension plans, respectively, during 2023. The following table summarizes contributions made to the Company’s significant pension plans (in millions):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Contributions to U.K. pension plans			$	1					$	1					$	3					$	6
Contributions to U.S. pension plans			6						7						27						32
Contributions to other major pension plans			2						2						10						12
Total contributions			$	9					$	10					$	40					$	50

13. Derivatives and Hedging

The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures. The Company does not enter into derivative transactions for trading or speculative purposes.

Foreign Exchange Risk Management

The Company is exposed to foreign exchange risk when it earns revenues, pays expenses, enters into monetary intercompany transfers or other transactions denominated in a currency that differs from its functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options and cross currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Income.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to economically hedge the currency exposure of the Company’s global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, typically on a rolling 90-day basis, but may be for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income (expense) in the Condensed Consolidated Statements of Income.

The notional and fair values of derivative instruments are as follows (in millions):

			Notional Amount												Net Amount of Derivative Assets Presented in the Statements of Financial Position (1)												Net Amount of Derivative Liabilities Presented in the Statements of Financial Position (2)
			September 30, 2023						December 31, 2022						September 30, 2023						December 31, 2022						September 30, 2023						December 31, 2022
Foreign exchange contracts
Accounted for as hedges			$	685					$	618					$	22					$	12					$	—					$	2
Not accounted for as hedges (3)			409						312						—						—						1						1
Total			$	1,094					$	930					$	22					$	12					$	1					$	3

(1)Included within Other current assets ($8 million at September 30, 2023 and $3 million at December 31, 2022) or Other non-current assets ($14 million at September 30, 2023 and $9 million at December 31, 2022).

(2)Included within Other current liabilities ($1 million at September 30, 2023 and $2 million at December 31, 2022) or Other non-current liabilities ($0 million at September 30, 2023 and $1 million at December 31, 2022).

(3)These contracts typically are for 90-day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.

The amounts of derivative gains recognized in the Condensed Consolidated Financial Statements are as follows (in millions):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
Gain (loss) recognized in Accumulated other comprehensive loss						$	(8)					$	(12)					$	1					$	(18)

The amounts of derivative losses reclassified from Accumulated other comprehensive loss to the Condensed Consolidated Statements of Income are as follows (in millions):

						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
Gains (losses) recognized in Total revenue						$	(1)					$	—					$	(7)					$	3
Compensation and benefits						—						(1)						—						—
Total						$	(1)					$	(1)					$	(7)					$	3

The Company estimates that approximately $8 million of pretax loss currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

During the three and nine months ended September 30, 2023, the Company recorded a loss of $13 million and gain of $24 million, respectively, in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.

During the three and nine months ended September 30, 2022, the Company recorded a loss of $28 million and $11 million, respectively, in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.

14. Fair Value Measurements and Financial Instruments

Accounting standards establish a three tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

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

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

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

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:

Money market funds consist of institutional prime, treasury, and government money market funds. The Company reviews treasury and government money market funds to obtain reasonable assurance that the fund net asset value is $1 per share, and reviews the floating net asset value of institutional prime money market funds for reasonableness.

Equity investments consist of equity securities and equity derivatives valued using the closing stock price on a national securities exchange. Over-the-counter equity derivatives are valued using observable inputs such as underlying prices of the underlying security and volatility. On a sample basis, the Company reviews the listing of Level 1 equity securities in the portfolio, agrees the closing stock prices to a national securities exchange, and independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves, and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using DCF models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains an understanding of the models, inputs, and assumptions used in developing prices provided by its vendors through discussions with the fund managers. The Company independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on internal Company guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and historically are not material to the fair value estimates used in the Condensed Consolidated Financial Statements.

Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatility.

Debt is carried at outstanding principal balance, less any unamortized issuance costs, discount or premium. Fair value is based on quoted market prices or estimates using DCF analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 (in millions):

									Fair Value Measurements Using
			Balance at September 30, 2023						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets
Money market funds (1)			$	2,688					$	2,688					$	—					$	—
Other investments
Government bonds			$	1					$	—					$	1					$	—
Derivatives (2)
Gross foreign exchange contracts			$	36					$	—					$	36					$	—
Liabilities
Derivatives (2)
Gross foreign exchange contracts			$	15					$	—					$	15					$	—

									Fair Value Measurements Using
			Balance at December 31, 2022						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets
Money market funds (1)			$	3,323					$	3,323					$	—					$	—
Other investments
Government bonds			$	1					$	—					$	1					$	—
Derivatives (2)
Gross foreign exchange contracts			$	19					$	—					$	19					$	—
Liabilities															0
Derivatives (2)
Gross foreign exchange contracts			$	9					$	—					$	9					$	—

(1)Included within Fiduciary assets or Short-term investments in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.

(2)Refer to Note 13 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.

There were no transfers of assets or liabilities between fair value hierarchy levels in the three and nine months ended September 30, 2023 or 2022. The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2023 or 2022 related to assets and liabilities measured at fair value using unobservable inputs.

The fair value of debt is classified as Level 2 of the fair value hierarchy. The following table provides the carrying value and fair value for the Company’s term debt (in millions):

			September 30, 2023												December 31, 2022
			Carrying Value						Fair Value						Carrying Value						Fair Value
Current portion of long-term debt			$	949					$	938					$	350					$	347
Long-term debt			$	9,969					$	8,605					$	9,825					$	8,745

15. Claims, Lawsuits, and Other Contingencies

Legal

Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business, which frequently include E&O claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble, or extraordinary damages. While Aon maintains meaningful E&O insurance and other insurance programs to provide protection against certain losses that arise in such matters, Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some claims. Accruals for these exposures, and related insurance receivables, when

applicable, are included in the Condensed Consolidated Statements of Financial Position and have been recognized in Other general expense in the Condensed Consolidated Statements of Income to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Matters that are not probable and reasonably estimable are not accrued for in the financial statements.

The Company’s contingencies and exposures are subject to significant uncertainties, and the determination of likelihood of a loss and estimating any such loss can be complex. The Company is therefore, in certain matters, unable to estimate the range of reasonably possible loss. Although management at present believes that the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the consolidated financial position of Aon, legal proceedings are subject to inherent uncertainties and unfavorable rulings or other events. Unfavorable resolutions could include substantial monetary or punitive damages imposed on Aon or its subsidiaries. If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected. Certain significant legal proceedings involving us or our subsidiaries are described below.

Current Matters

Aon Hewitt Investment Consulting, Inc., now known as Aon Investments USA, Inc. (“Aon Investments”), Lowe’s Companies, Inc. and the Administrative Committee of Lowe’s Companies, Inc. (collectively “Lowe’s”) were sued on April 27, 2018 in the U.S. District Court for the Western District of North Carolina (the “Court”) in a class action lawsuit brought on behalf of participants in the Lowe’s 401(k) Plan (the “Plan”). Aon Investments provided investment consulting services to Lowe’s under ERISA. The plaintiffs contend that in 2015 Lowe’s imprudently placed the Hewitt Growth Fund in the Plan’s lineup of investments, the Hewitt Growth Fund underperformed its benchmarks, and that Aon had a conflict of interest in recommending the proprietary fund for the Plan. The plaintiffs allege the Plan suffered over $200 million in investment losses when compared to the eight funds it replaced. The plaintiffs allege that Aon Investments breached its duties of loyalty and prudence pursuant to ERISA. The matter was tried to the Court the last week of June 2021, and the Court entered judgment in favor of Aon on all claims on October 12, 2021. Plaintiffs filed an appeal with the United States Court of Appeals for the Fourth Circuit, and oral argument took place on December 7, 2022. On July 17, 2023, the United States Court of Appeals for the Fourth Circuit issued an opinion affirming the Court’s judgment in favor of Aon, which became final on October 16, 2023.

Aon faces legal action arising out of a fatal plane crash in November 2016. Aon U.K. Limited placed an aviation civil liability reinsurance policy for the Bolivian insurer of the airline. After the crash, the insurer determined that there was no coverage under the airline’s insurance policy due to the airline’s breach of various policy conditions. In November 2018, the owner of the aircraft filed a claim in Bolivia against Aon, the airline, the insurer and the insurance broker. The claim is for $16 million plus any liability the owner has to third parties. In November 2019, a federal prosecutor in Brazil filed a public civil action naming three Aon entities as defendants, along with the airline, the insurer and the lead reinsurer. That claim seeks pecuniary damages for families affected by the crash in the sum of $300 million; or, in the alternative, $50 million; or, in the alternative, $25 million; plus “moral damages” of an equivalent sum. Separately, in March 2020, the Brazilian Federal Senate invited Aon to give evidence to a Parliamentary Commission of Inquiry in an investigation into the accident. Aon cooperated with that inquiry. In August 2020, 43 individuals (surviving passengers and estates of the deceased) filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, seeking permission to commence proceedings against Aon (and the insurer and reinsurers) for claims totaling $844 million. Finally, in April 2021, representatives of 16 passengers issued a claim against Aon in the High Court in England seeking damages under the Fatal Accidents Act 1976 in the sum of £29 million ($35 million at September 30, 2023 exchange rates). In December 2022, the High Court in England granted an anti-suit injunction, restricting the 43 individuals who previously filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida, from continuing litigation in the Circuit Court of the 11th Judicial Circuit against Aon. Aon believes that it has meritorious defenses and intends to vigorously defend itself against the remaining claims.

Certain of the Company’s clients and counterparties have initiated or indicated that they may initiate legal proceedings against the Company following allegations in July 2023 that fraudulent letters of credit were issued in the name of third-party banks in connection with transactions for which capital was arranged by Vesttoo Ltd. (“Vesttoo”). Vesttoo is one of the third parties that identifies capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties. In certain transactions in which Vesttoo identified third party capital providers to collateralize reinsurance obligations, including transactions in which the Company or its affiliates provided brokerage or other services, some letters of credit from third party banks are alleged to have been fraudulent. The pending or threatened legal proceedings against the Company allege, among other theories of liability, that in certain circumstances the Company failed to comply with its alleged duty to procure appropriate letters of credit. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims. Aon may also seek recourse against third parties where appropriate, including in connection with bankruptcy proceedings filed by Vesttoo in the Bankruptcy Court for the U.S. District of Delaware. In addition, in August 2023, joint provisional liquidators were appointed over one of the Company’s subsidiaries in Bermuda with respect to segregated accounts

that were impacted by the allegedly fraudulent letters of credit. Aon continues to cooperate with regulators in Bermuda, and other regulatory authorities could initiate investigations or proceedings against the Company or third parties.

Guarantees and Indemnifications

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Condensed Consolidated Financial Statements, and are recorded at fair value.

The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

Guarantee of Registered Securities

On June 22, 2023, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, and Aon North America, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023, amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of Aon North America, Inc. thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010); (iii) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 12, 2012); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013); (v) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated November 13, 2015); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 3, 2018).

Letters of Credit

Aon has entered into a number of arrangements whereby the Company’s performance on certain obligations is guaranteed by a third party through the issuance of LOCs. The Company had total LOCs outstanding of approximately $77 million at September 30, 2023, and $74 million at December 31, 2022. These LOCs cover the beneficiaries related to certain of Aon’s U.S. and Canadian non-qualified pension plan schemes and secure deductible retentions for Aon’s own workers compensation program. The Company has also obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.

Premium Payments

The Company has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $145 million at September 30, 2023 compared to $173 million at December 31, 2022.

16. Segment Information

The Company operates as one segment that includes all of Aon’s operations, which as a global professional services firm provides a broad range of risk and human capital solutions through four solution lines — Commercial risk, Reinsurance, Health, and Wealth, which make up its principal products and services. The CODM assesses the performance of the Company and allocates resources based on one segment: Aon United.

The Company’s reportable operating segment has been determined using a management approach, which is consistent with the basis and manner in which the CODM uses financial information for the purposes of allocating resources and evaluating performance. The CODM assesses performance and allocates resources based on total Aon results against its key four metrics,

expense discipline, and collaborative behaviors that maximize value for Aon and its shareholders, regardless of which solution line it benefits.

As Aon operates as one segment, segment profit or loss is consistent with consolidated reporting as disclosed in the Condensed Consolidated Statements of Income. Refer to Note 3 “Revenue from Contracts with Customers” for further information on revenue by principal service line.