Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY OF THIRD QUARTER 2024 FINANCIAL RESULTS

Aon plc is a leading global professional services firm providing a broad range of Risk and Human Capital Solutions. Through our experience, global reach, and comprehensive analytics, we help clients meet rapidly changing, increasingly complex, and interconnected challenges related to risk and people. We are committed to accelerating innovation to address unmet and evolving client needs so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business. Management remains focused on strengthening Aon and uniting the firm with one portfolio of capability enabled by data and analytics and one operating model to deliver additional insight, connectivity, and efficiency.

Financial Results

The following is a summary of our third quarter of 2024 financial results.

Revenue increased $768 million, or 26%, to $3.7 billion compared to the prior year period, reflecting 7% organic revenue growth and acquired revenues from NFP. For the first nine months of 2024, revenue increased $1.6 billion, or 15%, to $11.6 billion compared to the prior year period due primarily to organic revenue growth of 6% and acquired revenues from the acquisition of NFP, driven by net new business and ongoing strong retention.
Total operating expenses in the third quarter increased $836 million, or 37%, to $3.1 billion compared to the prior year period, due primarily to the inclusion of NFP’s ongoing operating expenses, an increase in intangible asset amortization associated with the acquisition of NFP, an increase in expense associated with 7% organic revenue growth, Accelerating Aon United restructuring program charges, and investments in long-term growth, partially offset by $25 million of restructuring savings realized in the quarter. Operating expenses for the first nine months of 2024 were $8.8 billion, an increase of $1.8 billion, or 26%, compared to the prior year period due primarily to the inclusion of NFP’s operating expenses, an increase in expense associated with 6% organic revenue growth, Accelerating Aon United restructuring charges, and transaction and integration costs, partially offset by $70 million of restructuring savings.
Operating margin decreased to 16.7% from 23.4% in the prior year period. The decrease was driven by an increase in operating expenses as previously described, partially offset by total revenue growth of 26%. Operating margin for the first nine months of 2024 decreased to 23.8% from 30.1% in the prior period. The decrease was primarily driven by an increase in operating expenses as previously described and partially offset by total revenue growth of 15%.
Due to the factors set forth above, net income decreased $112 million, or 24%, to $355 million compared to the prior year period. For the first nine months of 2024, net income decreased $135 million, or 6%, to $2.0 billion compared to the first nine months of 2023.
Diluted earnings per share was $1.57 compared to $2.23 per share for the prior year period. During the first nine months of 2024, diluted earnings per share was $9.20 compared to $10.03 per share for the prior period.
Cash flows provided by operating activities was $1.8 billion for the first nine months of 2024, a decrease of $339 million from the prior year period, primarily due to higher cash taxes, and payments related to restructuring, legal settlement expenses, transaction and integration costs, and higher receivables, including from NFP, partially offset by strong adjusted operating income growth.

We focus on four key metrics, which are not presented in accordance with U.S. GAAP, that we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. The following is our measure of performance against these four metrics for the third quarter of 2024:

Organic revenue growth is a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth.” Organic revenue growth was 7% for the third quarter of 2024, driven by net new business and ongoing strong retention. Organic revenue growth was 6% for the first nine months of 2024, driven by net new business and ongoing strong retention.
Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 24.6% for the third quarter of 2024 compared to 24.3% in the prior year period. The increase in adjusted operating income reflects the impact from NFP, organic revenue growth, net restructuring savings and increased fiduciary investment income, partially offset by increased expenses and investments in long-term growth. For the first nine months of 2024, adjusted operating margin was flat at 30.8% compared to the prior year period.
Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $2.72 per share for the third quarter of 2024 and $11.16 per share for the first nine months of 2024, compared to $2.32 and $10.26 per share for the respective prior year periods.
Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” decreased in the first nine months of 2024 by $299 million from the prior year period, to $1.7 billion, reflecting a decrease in cash flows from operations, partially offset by a $40 million decrease in capital expenditures compared to the prior year period, which was elevated due to the timing of projects and investments within the year.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

For many companies, the management of ESG risks and opportunities has become increasingly important, and ESG-related challenges, such as extreme weather events, supply chain disruptions, cyber events, regulatory changes, ongoing public health impacts, and the increased focus on workforce resilience in various work environments, continue to create volatility and uncertainty for our clients. At Aon, helping clients manage risk - including ESG risk - is at the core of what we do. We offer a wide range of risk assessment, consulting, and advisory solutions, many of which are significant parts of our core business offerings, designed to address and manage ESG issues for clients, and to enable our clients to create more sustainable value. We see significant opportunity in enhancing our impact and delivering innovative client solutions on ESG matters.

ACQUISITION OF NFP

On April 25, 2024, the Company completed its acquisition of NFP, a leading middle-market provider of property and casualty brokerage, benefits consulting, wealth management, and retirement plan consulting, with more than 7,700 colleagues. The Company acquired NFP Intermediate Holdings A Corp. in a cash-and-stock merger for an aggregate U.S. GAAP preliminary purchase price totaling $9.1 billion, including approximately $3.2 billion to settle NFP indebtedness 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. In addition, the Company had other adjustments of $3.9 billion for cash and certain assumed liabilities.

REVIEW OF CONSOLIDATED RESULTS

Summary of Results

Our consolidated results (unaudited) are as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue
Total revenue	$	3,721	$	2,953	$	11,551	$	10,001
Expenses
Compensation and benefits	2,150		1,685		6,163		5,231
Information technology	141		135		397		403
Premises	88		74		241		217
Depreciation of fixed assets	47		42		136		119
Amortization and impairment of intangible assets	174		20		318		70
Other general expense	429		300		1,232		949
Accelerating Aon United Program expenses	69		6		320		6
Total operating expenses	3,098		2,262		8,807		6,995
Operating income	623		691		2,744		3,006
Interest income	4		9		63		19
Interest expense	(213)		(119)		(582)		(360)
Other income (expense)	35		(21)		346		(105)
Income before income taxes	449		560		2,571		2,560
Income tax expense	94		93		585		439


Net income	355		467		1,986		2,121
Less: Net income attributable to redeemable and non-redeemable noncontrolling interests	12		11		48		55
Net income attributable to Aon shareholders	$	343	$	456	$	1,938	$	2,066
Diluted net income per share attributable to Aon shareholders	$	1.57	$	2.23	$	9.20	$	10.03



Weighted average ordinary shares outstanding - diluted	218.4		204.6		210.6		206.0

Revenue

Total revenue increased $768 million, or 26%, to $3.7 billion, compared to the prior year period, due to acquired revenues from the acquisition of NFP and organic revenue growth of 7%, driven by net new business and ongoing strong retention. For the first nine months of 2024, revenue increased $1.6 billion, or 15%, to $11.6 billion compared to the prior year period. This increase reflects organic revenue growth of 6% and the acquired revenues from the acquisition of NFP.

Commercial Risk Solutions revenue increased $267 million, or 17%, to $1.9 billion in the third quarter of 2024, primarily related to acquired revenues from the acquisition of NFP and 6% organic revenue growth, compared to $1.6 billion in the third quarter of 2023. Organic revenue growth was 6% in the third quarter of 2024, reflecting mid-single-digit or greater increases across all major geographies, and in NFP, driven by net new business and ongoing strong retention. Results reflect strong growth in North America driven by strength in core P&C, which includes the majority of NFP’s Commercial Risk solutions, and a double-digit increase in M&A services. On average globally, exposures were modestly positive and aggregate pricing was flat, resulting in modestly positive market impact. For the first nine months of 2024, revenue increased $538 million, or 10% to $5.7 billion, compared to $5.1 billion in the first nine months of 2023. Organic revenue growth was 5% in the first nine months of 2024, reflecting growth across all major geographies, driven by net new business and strong retention.

Reinsurance Solutions revenue increased $38 million, or 8%, to $503 million in the third quarter of 2024, compared to $465 million in the third quarter of 2023. Organic revenue growth was 7% in the third quarter of 2024, reflecting double-digit increase in facultative placements, as well as strength in treaty, driven by net new business and ongoing strong retention. Market impact was modestly positive on results in the quarter. The majority of revenue in our treaty portfolio is recurring in nature and is recorded in connection with the major renewal periods that take place throughout the first half of the year. For the

first nine months of 2024, revenue increased $156 million, or 7%, to $2.3 billion, compared to $2.1 billion in the first nine months of 2023. Organic revenue growth was 7% in the first nine months of 2024, reflecting strong growth in treaty, driven by net new business and strong retention, and facultative placements.

Health Solutions revenue increased $318 million, or 58%, to $870 million in the third quarter of 2024, primarily related to acquired revenues from the acquisition of NFP and 9% organic revenue growth, compared to $552 million in the third quarter of 2023. Organic revenue growth was 9% in the third quarter of 2024, reflecting strong growth globally in core health and benefits brokerage, which includes the majority of NFP’s Health solutions, driven by net new business and ongoing strong retention. The core performance was highlighted by double-digit growth in EMEA, Asia and the Pacific, and Latin America. Results also reflect double-digit growth in Talent, with strong demand for talent analytics, solid growth in NFP, and slower growth in executive benefits. For the first nine months of 2024, revenue increased $595 million, or 36%, to $2.3 billion, compared to the first nine months of 2023. Organic revenue growth was 7% in the first nine months of 2024, reflecting strong growth globally in core health and benefits brokerage.

Wealth Solutions revenue increased $147 million, or 42%, to $499 million in the third quarter of 2024, primarily related to acquired revenues from the acquisition of NFP and 7% organic revenue growth, compared to $352 million in the third quarter of 2023. Organic revenue growth was 7% in the third quarter of 2024, reflecting strength in Retirement, driven by advisory demand and project-related work related to pension de-risking and the ongoing impact of regulatory changes. Strong growth in Investments, which includes the majority of NFP’s Wealth solutions, was highlighted by strong revenue growth within NFP, driven by net asset inflows and market performance. For the first nine months of 2024, revenue increased $278 million, or 26%, to $1.3 billion, compared to $1.1 billion in the first nine months of 2023. Organic revenue growth was 7% in the first nine months of 2024, reflecting growth in Retirement, driven by advisory demand and project-related work related to pension de-risking and ongoing impact of regulatory changes, and modest growth in Investments.

Compensation and Benefits

Compensation and benefits expense increased $465 million, or 28%, and compared to the prior year period due primarily to the inclusion of ongoing operating expenses from NFP and expense associated with 7% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions. For the first nine months of 2024, compensation and benefits increased $932 million, or 18%, compared to the first nine months of 2023. The increase was primarily driven by the inclusion of ongoing operating expenses from NFP and an increase in expense associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology expenses, which represent costs associated with supporting and maintaining our infrastructure, increased $6 million, or 4%, compared to the prior year period due primarily to the inclusion of ongoing operating expenses from NFP, partially offset by efficiencies from our Aon Business Services operating platform and savings from Accelerating Aon United restructuring actions. For the first nine months of 2024, information technology expenses decreased $6 million, or 1%, compared to the first nine months of 2023. The decrease was due primarily to efficiencies from our Aon Business Services operating platform and savings from Accelerating Aon United restructuring actions, partially offset by the inclusion of operating expenses from NFP.

Premises

Premises expenses, which represent the cost of occupying offices in various locations throughout the world, increased $14 million, or 19%, in the third quarter of 2024 and increased $24 million, or 11% for the first nine months of 2024, each compared to the prior year period, due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

Depreciation of Fixed Assets

Depreciation of fixed assets primarily relates to software, leasehold improvements, furniture, fixtures, and equipment, computer equipment, buildings, and automobiles. Depreciation of fixed assets increased $5 million, or 12%, in the third quarter of 2024 and increased $17 million, or 14% for the first nine months of 2024, each compared to the prior year period due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

Amortization and Impairment of Intangible Assets

Amortization and impairment of intangible assets primarily relates to finite-lived customer-related and contract-based assets as well as technology and other assets. Amortization and impairment of intangible assets increased $154 million, or

770% in the third quarter of 2024 and increased $248 million, or 354% for the first nine months of 2024, each compared to the prior year period due primarily to an increase in intangible assets related to the NFP acquisition.

Other General Expense

Other general expenses increased $129 million, or 43%, in the third quarter of 2024 and increased $283 million, or 30% for the first nine months of 2024, due primarily to the inclusion of ongoing operating expenses from NFP and transaction and integration costs.

Accelerating Aon United Program Expenses

Accelerating Aon United Program expenses increased $63 million and $314 million for the three and nine months ended September 30, 2024, respectively, compared to the prior year period relating to technology and other costs, workforce optimization, and asset impairments.

Interest Income

Interest income represents income, net of expense, earned on operating cash balances and other income-producing investments. It does not include interest earned on funds held on behalf of clients. During the third quarter of 2024, interest income decreased from $5 million to $4 million and for the first nine months of 2024, interest income increased $44 million to $63 million compared to the prior year period primarily reflecting interest earned on the investment of $5 billion of term debt proceeds, which were ultimately used to fund the purchase of NFP.

Interest Expense

Interest expense, which represents the cost of our debt obligations, increased $94 million to $213 million during the third quarter of 2024 compared to the prior year period, reflecting an increase in total debt, primarily to fund the purchase of NFP, and higher interest rates. For the first nine months of 2024, interest expense increased $222 million to $582 million compared to the prior year period. The increase was driven primarily by an increase in total debt outstanding, primarily to fund the purchase of NFP, and higher interest rates.

Other Income (Expense)

Other income was $35 million for the third quarter of 2024 compared to Other expense of $21 million for the third quarter of 2023. The increase was primarily driven by a gain on the sale of businesses, offset by the unfavorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies. Other income was $346 million for the first nine months of 2024 compared to Other expense of $105 million for the first nine months of 2023. The increase was primarily due to a gain on the sale of businesses.

Income before Income Taxes

Due to the factors discussed above, Income before income taxes for the third quarter of 2024 was $449 million, a 20% decrease from $560 million in the third quarter of 2023. For the first nine months of 2024, Income before income taxes was $2.6 billion, flat compared to the first nine months of 2023.

Income Taxes

The effective tax rate on Net income was 20.9% and 22.8% for the three and nine months ended September 30, 2024, respectively. The effective tax rate on Net income was 16.6% and 17.1% for the three and nine months ended September 30, 2023, respectively.

For the three and nine months ended September 30, 2024, 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, including the favorable impacts of share-based payments offset by the unfavorable impact of other discrete items.

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.

Ireland, the U.K., and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that are consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty as to how the proposed Pillar Two tax regime and the OECD’s past and potentially future Pillar Two guidance will ultimately apply to the Company. The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2024 and future periods.

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the third quarter of 2024 decreased to $343 million, or $1.57 per diluted share, from $456 million, or $2.23 per diluted share, in the prior year period. Net income attributable to Aon shareholders for the first nine months of 2024 decreased $128 million to $1.9 billion, or $9.20 per diluted share, from $10.03 per diluted share, in the prior year period.

Non-GAAP Metrics

In our discussion of consolidated results, we sometimes refer to certain non-GAAP supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, adjusted net income attributable to Aon shareholders, adjusted net income per share, adjusted other income (expense), adjusted effective tax rate, free cash flow, and the impact of foreign exchange rate fluctuations on operating results. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. Management also uses these measures to assess operating performance and performance for compensation. This non-GAAP supplemental information should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

Organic Revenue Growth

We use supplemental information related to organic revenue growth to help us and our investors evaluate business growth from ongoing operations. Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges. This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments. A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages):


	Three Months Ended September 30,
	2024		2023		% Change		Less: Currency Impact (1)		Less: Fiduciary Investment Income (2)		Less: Acquisitions, Divestitures & Other		Organic Revenue Growth (3)
Revenue
Commercial Risk Solutions	$	1,852	$	1,585	17	%	—	%	—	%	11	%	6	%
Reinsurance Solutions	503		465		8		—		1		—		7
Health Solutions	870		552		58		(1)		—		50		9
Wealth Solutions	499		352		42		1		—		34		7
Eliminations	(3)		(1)		N/A		N/A		N/A		N/A		N/A
Total revenue	$	3,721	$	2,953	26	%	—	%	—	%	19	%	7	%


	Nine Months Ended September 30,
	2024		2023		% Change		Less: Currency Impact (1)		Less: Fiduciary Investment Income (2)		Less: Acquisitions, Divestitures & Other		Organic Revenue Growth (3)
Revenue
Commercial Risk Solutions	$	5,675	$	5,137	10	%	—	%	—	%	5	%	5	%
Reinsurance Solutions	2,305		2,149		7		—		1		(1)		7
Health Solutions	2,265		1,670		36		—		—		29		7
Wealth Solutions	1,332		1,054		26		1		—		18		7
Eliminations	(26)		(9)		N/A		N/A		N/A		N/A		N/A
Total revenue	$	11,551	$	10,001	15	%	—	%	—	%	9	%	6	%

(1)Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.

(2)Fiduciary investment income for the three months ended September 30, 2024 and 2023, was $85 million and $80 million, respectively. Fiduciary investment income for the nine months ended September 30, 2024 and 2023 was $239 million and $196 million, respectively.

(3)Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.

Adjusted Operating Margin

We use adjusted operating margin as a non-GAAP measure of our core operating performance. Adjusted operating margin excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions, except percentages):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	3,721		$	2,953		$	11,551		$	10,001

Operating income	$	623		$	691		$	2,744		$	3,006
Amortization and impairment of intangible assets	174			20			318			70
Changes in the fair value of contingent consideration	14			—			32			—
Accelerating Aon United Program expenses (1)	69			6			320			6




Transaction and integration costs (2)	35			—			145			—
Adjusted operating income	$	915		$	717		$	3,559		$	3,082

Operating margin	16.7		%	23.4		%	23.8		%	30.1		%
Adjusted operating margin	24.6		%	24.3		%	30.8		%	30.8		%

(1)Total charges are expected to include 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.

(2)On April 25, 2024, the Company completed the acquisition of NFP. As part of the acquisition, Aon incurred $35 million and $151 million of transaction and integration costs during the three and nine months ended September 30, 2024, respectively. Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the acquisition. Less than $1 million of transaction costs were recognized for the three months ended September 30, 2024. For the nine months ended September 30, 2024, $90 million of transaction costs were recognized in Total operating expenses and $6 million were recognized in Other income (expense) related to the extinguishment of acquired NFP debt. The NFP acquisition also will result in certain non-recurring integration costs associated with colleague severance, retention bonus awards, termination of redundant third-party agreements, costs associated with legal entity rationalization, and professional or consulting fees related to alignment of management processes and controls, as well as costs associated with the assessment of NFP information technology environment and security protocols. Aon incurred $35 million and $55 million of integration costs in the three and nine months ended September 30, 2024, respectively.

Adjusted Diluted Earnings per Share

We use adjusted diluted earnings per share as a non-GAAP measure of our core operating performance. Adjusted diluted earnings per share excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted diluted earnings per share represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

A reconciliation of this non-GAAP measure to reported diluted earnings per share is as follows (in millions, except per share data and percentages):


	Three Months Ended September 30, 2024
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	623		$	292	$	915
Interest income	4			—		4
Interest expense	(213)			—		(213)
Other income (expense) (1)	35			(2)		33
Income before income taxes	449			290		739
Income tax expense (2)	94			39		133


Net income	355			251		606
Less: Net income attributable to noncontrolling interests	12			—		12
Net income attributable to Aon shareholders	$	343		$	251	$	594

Diluted net income per share attributable to Aon shareholders	$	1.57		$	1.15	$	2.72




Weighted average ordinary shares outstanding - diluted	218.4			—		218.4
Effective tax rates (2)	20.9		%			18.0		%


	Three Months Ended September 30, 2023
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	691		$	26	$	717
Interest income	9			—		9
Interest expense	(119)			—		(119)
Other income (expense)	(21)			—		(21)
Income before income taxes	560			26		586
Income tax expense (2)	93			8		101


Net income	467			18		485
Less: Net income attributable to noncontrolling interests	11			—		11
Net income attributable to Aon shareholders	$	456		$	18	$	474

Diluted net income per share attributable to Aon shareholders	$	2.23		$	0.09	$	2.32




Weighted average ordinary shares outstanding - diluted	204.6			—		204.6
Effective tax rates (2)	16.6		%			17.2		%


	Nine Months Ended September 30, 2024
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	2,744		$	815	$	3,559
Interest income	63			—		63
Interest expense	(582)			—		(582)
Other income (expense) (1)(3)(4)	346			(335)		11
Income before income taxes	2,571			480		3,051
Income tax expense (2)	585			67		652


Net income	1,986			413		2,399
Less: Net income attributable to noncontrolling interests	48			—		48
Net income attributable to Aon shareholders	$	1,938		$	413	$	2,351

Diluted net income per share attributable to Aon shareholders	$	9.20		$	1.96	$	11.16




Weighted average ordinary shares outstanding - diluted	210.6			—		210.6
Effective tax rates (2)	22.8		%			21.4		%


	Nine Months Ended September 30, 2023
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	3,006		$	76	$	3,082
Interest income	19			—		19
Interest expense	(360)			—		(360)
Other income (expense) (5)	(105)			27		(78)
Income before income taxes	2,560			103		2,663
Income tax expense (2)	439			55		494


Net income	2,121			48		2,169
Less: Net income attributable to noncontrolling interests	55			—		55
Net income attributable to Aon shareholders	$	2,066		$	48	$	2,114

Diluted net income per share attributable to Aon shareholders	$	10.03		$	0.23	$	10.26




Weighted average ordinary shares outstanding - diluted	206.0			—		206.0
Effective tax rates (2)	17.1		%			18.6		%

(1)During the three and nine months ended September 30, 2024, a $2 million and $84 million gain was recognized, respectively, 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.

(2)Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with certain pension settlements, Accelerating Aon United Program expenses, deferred consideration from a prior year sale of business, certain gains from dispositions, certain transaction and integration costs related to the acquisition of NFP, and changes in the fair value of contingent consideration, which are adjusted at the related jurisdictional rate. The tax adjustment also excludes interest accruals for income tax reserves related to the termination fee payment made in connection with the Company’s terminated proposed combination with Willis Towers Watson.

(3)Adjusted Other income (expense) excluded gains from dispositions of $257 million related to the sale of a business for the nine months ended September 30, 2024.

(4)Adjusted Other income (expense) excluded $6 million of debt extinguishment charges related to the repayment of NFP debt, which is considered a transaction related cost incurred in the second quarter of 2024.

(5)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 of $27 million was recognized in the second quarter of 2023 which is excluded from adjusted other income (expense).

Free Cash Flow

We use free cash flow, defined as cash flows provided by operations less capital expenditures, as a non-GAAP measure of our core operating performance and cash-generating capabilities of our business operations. This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. Management believes the supplemental information related to free cash flow is helpful to investors when evaluating our operating performance and liquidity results. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures. A reconciliation of this non-GAAP measure to the reported Cash provided by operating activities is as follows (in millions):


	Nine Months Ended September 30,
	2024		2023
Cash provided by operating activities	$	1,835	$	2,174
Capital expenditures	(163)		(203)
Free cash flow	$	1,672	$	1,971

Impact of Foreign Exchange Rate Fluctuations

Because we conduct business in over 120 countries, foreign exchange rate fluctuations may have a significant impact on our business. Foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income. Therefore, to give financial statement users meaningful information about our operations, we have provided an illustration of the comparable impact of foreign currency exchange rates on our financial results. The methodology used to calculate this comparable impact isolates the impact of the change in currencies between periods by hypothetically translating the prior year quarter’s revenue, expenses, and net income using the current quarter’s foreign exchange rates.

Currency fluctuations had an unfavorable impact of $0.02 and an unfavorable impact of $0.05 on net income per diluted share during the three and nine months ended September 30, 2024, respectively, if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.01 and an unfavorable impact of $0.20 on net income per diluted share during the three and nine months ended September 30, 2023, respectively, if 2022 results were translated at 2023 rates.

Currency fluctuations had an unfavorable impact of $0.02 and an unfavorable impact of $0.05 on adjusted diluted earnings per share during the three and nine months ended September 30, 2024, respectively, if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.01 and an unfavorable impact of $0.20 on adjusted diluted earnings per share during the three and nine months ended September 30, 2023, respectively, if 2022 results were translated at 2023 rates. These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Condensed Consolidated Financial Statements.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

We believe that our balance sheet and strong cash flow provide us with adequate liquidity. Our primary sources of liquidity in the near-term include cash flows provided by operations and available cash reserves; primary sources of liquidity in the long-term include cash flows provided by operations, debt capacity available under our credit facilities, and capital markets. Our primary uses of liquidity are operating expenses and investments, capital expenditures, acquisitions, share repurchases, pension obligations, shareholder dividends, and Accelerating Aon United Program cash charges. We believe that cash flows from operations, available credit facilities, available cash reserves, and the capital markets will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, and anticipated working capital requirements in the next twelve months and over the long-term.

Cash on our balance sheet includes funds available for general corporate purposes, as well as amounts restricted as to their use. Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in our Condensed Consolidated Statements of Financial Position, with a corresponding amount in Fiduciary liabilities.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriters. We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds. Unremitted insurance premiums and claims are held by us in a fiduciary

capacity. The levels of funds held on behalf of clients and liabilities can fluctuate significantly depending on when we collect the premiums, claims, and refunds, make payments to underwriters and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Funds held on behalf of clients, because of their nature, are generally invested in highly liquid securities with highly rated, credit-worthy financial institutions. Fiduciary assets include funds held on behalf of clients of $7.9 billion and $6.9 billion at September 30, 2024 and December 31, 2023, respectively, and fiduciary receivables of $9.7 billion and $9.4 billion at September 30, 2024 and December 31, 2023, respectively. While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes.

We maintain multicurrency cash pools with third-party banks in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero. At September 30, 2024, cash balances of one or more non-U.S. entities may have been negative; however, the overall balance was positive.

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of September 30, 2024 (in millions):


	Statement of Financial Position Classification
Asset Type	Cash and Cash Equivalents		Short-term Investments		Fiduciary Assets		Total
Certificates of deposit, bank deposits, or time deposits	$	1,103	$	—	$	4,768	$	5,871
Money market funds	—		196		3,172		3,368
Cash, Short-term investments, and funds held on behalf of clients	1,103		196		7,940		9,239
Fiduciary receivables	—		—		9,656		9,656
Total	$	1,103	$	196	$	17,596	$	18,895

A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):


	Nine Months Ended September 30,
	2024		2023
Cash provided by operating activities	$	1,835	$	2,174
Cash provided by (used for) investing activities	$	(2,256)	$	52
Cash provided by (used for) financing activities	$	1,565	$	(1,201)

Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	$	177	$	(57)
Net increase in cash and cash equivalents and funds held on behalf of clients	$	1,321	$	968

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2024 decreased $339 million from the prior year period to $1.8 billion. This amount represents Net income reported, generally adjusted for gains from sales of businesses, losses from sales of businesses, share-based compensation expense, depreciation expense, amortization and impairments, and other non-cash income and expenses, including pension settlement charges. Adjustments also include changes in working capital, that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses.

Pension Contributions

Pension contributions were $43 million for the nine months ended September 30, 2024, as compared to $40 million for the nine months ended September 30, 2023. For the remainder of 2024, we expect to contribute approximately $25 million in cash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.

Accelerating Aon United Program Expenses

In the third quarter of 2023, we initiated the Accelerating Aon United Program (the “Program”) with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing our real estate footprint to align to our 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 the Program’s 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 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 changes in the Company’s liabilities for the Program as of September 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	87		173		60		320
Cash payments	(63)		(120)		—		(183)
Foreign currency translation and other	—		2		—		2
Non-cash charges (1)	(24)		(10)		(60)		(94)
Liability balance as of September 30, 2024	$	14	$	131	$	—	$	145
Total costs incurred from inception to date	$	101	$	276	$	78	$	455

(1)During the three and nine months ended September 30, 2024, the Company recognized $4 million and $24 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.

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. The Program is estimated to generate annualized expense savings of approximately $350 million by the end of 2026, largely benefiting Compensation and benefits, Information technology, and Premises on the Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2024, total Program costs incurred were $69 million and $320 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. Expense savings resulting from Program actions are continuously being realized in 2024, including $25 million and $70 million of savings realized in the first three and nine months of 2024, respectively, the majority of which are recognized within Compensation and benefits on the Condensed Consolidated Statements of Income.

Investing Activities

Cash flows used for investing activities was $2.3 billion during the nine months ended September 30, 2024, a decrease of $2.3 billion compared to $52 million of Cash flow provided by investing activities in the prior year period. Generally, the primary drivers of cash flows used for investing activities are acquisition of businesses, purchases of short-term investments, capital expenditures, and payments for investments. Generally, the primary drivers of cash flows provided by investing activities are sales of businesses, including collection of deferred consideration in connection with prior year business divestitures, sales of short-term investments, and proceeds from investments. The gains and losses corresponding to cash flows provided by proceeds from investments and used for payments for investments are primarily recognized in Other income (expense) in our Condensed Consolidated Statements of Income.

Short-term Investments

As of September 30, 2024, short-term investments decreased $173 million to $196 million compared to December 31, 2023. The majority of our investments carried at fair value are money market funds. These money market funds are held throughout the world with various financial institutions. We are not aware of any market liquidity issues that would materially impact the fair value of these investments.

Acquisitions and Dispositions of Businesses

During the first nine months of 2024, we completed sixteen acquisitions. Cash consideration, net of cash and funds held on behalf of clients acquired, was $3.0 billion, which includes $4 million related to acquisitions completed in 2023. During the first nine months of 2023, we completed two acquisitions. Cash consideration, net of cash and funds held on behalf of clients acquired, was $18 million, which included $2 million related to acquisitions completed in 2022.

During the first nine months of 2024, we completed five dispositions for $602 million, net of cash and funds held on behalf of clients. Additionally, we received $84 million of cash related to the deferred consideration earned in the first nine months of 2024 for the 2017 sale of the benefits administration and business process outsourcing business. During the first nine months of 2023, no businesses were sold, however, there was a $1 million impact, net of cash and funds held on behalf of clients, to the Condensed Consolidated Statements of Cash Flows related to dispositions completed in 2022.

Capital Expenditures

Our additions to fixed assets including capitalized software, amounted to $163 million and $203 million for the nine months ended September 30, 2024 and 2023, respectively, which primarily relate to the refurbishing and modernizing of office facilities, software development costs, and computer equipment purchases. In the current period, we continue to support certain technology projects to drive long-term growth and real estate projects to align with our Smart Working strategy.

Financing Activities

Cash flows provided by financing activities during the nine months ended September 30, 2024 was $1.6 billion compared to $1.2 billion of Cash flows used for financing activities in the prior year period. Generally, the primary drivers of cash flows used for financing activities are repayments of debt, partially related to the cash tender offer for the NFP Notes, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, transactions with noncontrolling interests, and other financing activities, such as payments for deferred consideration in connection with prior year business acquisitions. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares.

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

The following table summarizes our share repurchase activity (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Shares repurchased (1)	0.9		2.6		2.5		6.1
Average price per share	$	339.31	$	330.98	$	316.57	$	321.40

Repurchase costs recorded to accumulated deficit	$	304	$	850	$	804	$	1,950

(1) Included in the 0.9 million and 2.5 million shares repurchased during the three and nine months ended September 30, 2024, respectively, were 10.5 thousand shares that did not settle until October 2024. These shares were settled at an average price per share of $345.04 and total cost of $3.6 million.

At September 30, 2024, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $2.5 billion. Under the Repurchase Program, the Company has repurchased a total of 171.6 million shares for an aggregate cost of approximately $25.0 billion. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

Total debt at September 30, 2024 was $17.1 billion, an increase of $5.9 billion compared to December 31, 2023. Further, commercial paper activity during the three and nine months ended September 30, 2024 and 2023 is as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total issuances (1)	$	425	$	1,080	$	1,697	$	3,361
Total repayments	(425)		(1,137)		(2,288)		(3,635)
Net repayments	$	—	$	(57)	$	(591)	$	(274)

(1)The proceeds of the commercial paper issuances are generally used for short-term working capital needs.

In June 2024, Aon Global Limited’s $600 million 3.50% Senior Notes matured and were repaid in full.

On April 25, 2024, Aon North America, Inc. drew its $2 billion delayed draw term loan and used proceeds, together with the proceeds of the notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with the NFP acquisition, to repay certain debt of NFP, and to pay related fees and expenses. The term loan matures on April 24, 2027 and is prepayable at any time. As of September 30, 2024, Aon North America, Inc. repaid $850 million of the outstanding balance. The remaining outstanding balance is $1.2 billion. Aon plc incurred $1 million of debt extinguishment charges in the third quarter of 2024 related to the delayed draw term loan.

On April 2, 2024, Aon plc announced that its wholly owned subsidiary, Randolph Acquisition Corp., commenced cash tender offers for any and all of the outstanding 6.875% Senior Notes due 2028, 4.875% Senior Secured Notes due 2028, 7.500% Senior Secured Notes due 2030 and 8.500% Senior Secured Notes due 2031, each issued by NFP Corp. (together, the “NFP Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of April 2, 2024. The total amount tendered pursuant to the tender offers was approximately $3.3 billion, excluding premiums. On April 26, 2024, Randolph Acquisition Corp. purchased those NFP Notes that were validly tendered and not validly withdrawn prior to April 15, 2024, effecting the early settlement of the offers (the “Early Settlement”). In addition, on April 16, 2024, NFP Corp. delivered notices of redemption of all NFP Notes not validly tendered pursuant to the offers and purchased at the Early Settlement, at a purchase price equal to the price paid to holders of the NFP Notes in connection with the Early Settlement, with a redemption date of April 26, 2024. As a result of the Early Settlement of the offers and the related redemption which occurred on April 26, 2024, no NFP Notes remain outstanding. Aon plc incurred $6 million of debt extinguishment charges in the second quarter of 2024 related to costs related to the NFP Transaction.

On March 1, 2024, Aon North America, Inc. issued $600 million 5.125% Senior Notes due in March 2027, $1 billion 5.150% Senior Notes due in March 2029, $650 million 5.300% Senior Notes due in March 2031, $1.75 billion 5.450% Senior Notes due in March 2034, and $2 billion 5.750% Senior Notes due in March 2054, totaling to an aggregate amount of $6 billion. The Company intends to use the net proceeds from the offering for general corporate purposes, including a portion of which that was used to pay a portion of the cash consideration in connection with the acquisition of NFP, to repay certain debt of NFP and to pay related fees and expenses.

In November 2023, Aon Global Limited’s $350 million 4.00% Senior Notes matured and were repaid in full.

On February 28, 2023, Aon Corporation and Aon Global Holdings plc 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.

Other Liquidity Matters

Distributable Profits

We are required under Irish law to have available “distributable profits” to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g. Accumulated Deficit). As of September 30, 2024 and December 31, 2023, we had distributable profits in excess of $30.0 billion and $27.5 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.

Revolving Credit Facilities

We expect cash generated by operations for 2024 to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders. Although cash from operations is expected to be sufficient to service these activities, we have the ability to access the commercial paper markets or borrow under our credit facilities to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

As of September 30, 2024, Aon had two primary committed credit facilities outstanding: its $1.0 billion multi-currency U.S. credit facility expiring in September 2027 and its $1.0 billion multi-currency U.S. credit facility expiring in October 2028. In aggregate, these two facilities provide $2.0 billion in available credit.

Each of these primary committed credit facilities and the delayed draw term loan includes customary representations, warranties, and covenants, including financial covenants that require us 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, 2024 and December 31, 2023, respectively. Additionally, Aon was in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended September 30, 2024 and December 31, 2023, respectively.

Shelf Registration Statement

On June 22, 2023, we filed a shelf registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt securities, preference shares, class A ordinary shares and convertible securities. Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors.

Rating Agency Ratings

The major rating agencies’ ratings of our debt at October 25, 2024 appear in the table below.


	Ratings
	Senior Long-term Debt	Commercial Paper	Outlook
Standard & Poor’s	A-	A-2	Negative
Moody’s Investor Services	Baa2	P-2	Stable
Fitch, Inc.	BBB+	F-2	Negative

Letters of Credit and Other Guarantees

We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $149 million at September 30, 2024, compared to $86 million at December 31, 2023. These LOCs cover the beneficiaries related to certain of our U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to our own E&O liability insurance program, and secure deductible retentions for our own workers’ compensation program. We also have obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.

We have 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 $133 million at September 30, 2024, compared to $194 million at December 31, 2023.

Guarantee of Registered Securities

Newly issued and outstanding debt securities by Aon Corporation are guaranteed by Aon Global Limited, Aon plc, Aon North America, Inc., and Aon Global Holdings plc, and include the following (collectively, the “Aon Corporation Notes”):


Aon Corporation Notes

8.205% Junior Subordinated Notes due January 2027
4.50% Senior Notes due December 2028
3.75% Senior Notes due May 2029
2.80% Senior Notes due May 2030
6.25% Senior Notes due September 2040

All guarantees of Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc of the Aon Corporation Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Corporation. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

Newly issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation, and include the following (collectively, the “Aon Global Limited Notes”):


Aon Global Limited Notes
3.875% Senior Notes due December 2025
2.875% Senior Notes due May 2026
4.25% Senior Notes due December 2042
4.45% Senior Notes due May 2043
4.60% Senior Notes due June 2044
4.75% Senior Notes due May 2045

All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Global Limited. There are no subsidiaries other than those listed above that guarantee the Aon Global Limited Notes.

Newly issued and outstanding debt securities by Aon North America, Inc. are guaranteed by Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation, and include the following (collectively, the “Aon North America, Inc. Notes”):


Aon North America, Inc. Notes
5.125% Senior Notes due March 2027
Delayed Draw Term Loan due April 2027
5.150% Senior Notes due March 2029
5.300% Senior Notes due March 2031
5.450% Senior Notes due March 2034
5.750% Senior Notes due March 2054

All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc. Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon North America, Inc. There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc. Notes.

Newly co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited and include the following (collectively, the “Co-Issued Notes”):


Co-Issued Notes - Aon Corporation and Aon Global Holdings plc
2.85% Senior Notes due May 2027
2.05% Senior Notes due August 2031
2.60% Senior Notes due December 2031
5.00% Senior Notes due September 2032
5.35% Senior Notes due February 2033
2.90% Senior Notes due August 2051
3.90% Senior Notes due February 2052

All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. There are no subsidiaries other than those listed above that guarantee the Co-Issued Notes.

Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon

Corporation together comprise the revised “Obligor group”. The following tables set forth summarized financial information for the revised Obligor group, which reflects the financial results of Aon North America, Inc. for the year ended December 31, 2023 and for the period ended September 30, 2024.

Adjustments are made to the tables to eliminate intercompany balances and transactions between the revised Obligor group. Intercompany balances and transactions between the revised Obligor group and non-guarantor subsidiaries are presented as separate line items within the summarized financial information. These balances are presented on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the revised Obligor group in non-guarantor subsidiaries.


	Obligor Group
	Summarized Statement of Income Information
		Nine Months Ended
(millions)		September 30, 2024
Revenue		$	—
Operating loss		$	(88)
Income from non-guarantor subsidiaries before income taxes		$	44
Net loss		$	(606)
Net loss attributable to Aon shareholders		$	(606)


	Obligor Group
	Summarized Statement of Financial Position Information
		As of		As of
(millions)		September 30, 2024		December 31, 2023
Receivables due from non-guarantor subsidiaries		$	14,206	$	1,431
Other current assets		57		230
Total current assets		$	14,263	$	1,661

Non-current receivables due from non-guarantor subsidiaries		$	10,875	$	10,873
Other non-current assets		1,339		1,228
Total non-current assets		$	12,214	$	12,101

Payables to non-guarantor subsidiaries		$	11,041	$	3,750
Other current liabilities		2,578		4,987
Total current liabilities		$	13,619	$	8,737

Non-current payables to non-guarantor subsidiaries		$	9,626	$	10,933
Other non-current liabilities		18,519		11,447
Total non-current liabilities		$	28,145	$	22,380

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to our critical accounting policies, which include revenue recognition, pensions, goodwill and other intangible assets, contingencies, share-based payments, income taxes, and Accelerating Aon United restructuring charges as discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

NEW ACCOUNTING PRONOUNCEMENTS

Note 2 “Accounting Principles and Practices” to our Financial Statements contained in Part I, Item 1 of this report contains a discussion of recently issued accounting pronouncements and Securities and Exchange Commission final rules and their future potential impact on our financial results or disclosures, if determinable.

Previous: Item 1. Financial Statements · Next: Item 3. Quantitative and Qualitative Disclosures about Market Risk