XML 27 R15.htm IDEA: XBRL DOCUMENT
v3.24.2

Acquisitions and Dispositions of Businesses | 6 Months Ended
--- | ---
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions and Dispositions of Businesses | Acquisitions and Dispositions of Businesses Completed Acquisitions The Company completed eight acquisitions d uring the three and six months ended June 30, 2024 and one acquisition during the three and six months ended June 30, 2023. On April 25, 2024 (the “Acquisition Date”), the Company completed the acquisition of NFP (the “NFP Transaction”), a leading middle market property and casualty broker, benefits consultant, wealth manager, and retirement plan advisor, with more than 7,700 colleagues. The Transaction expands Aon’s presence in the large and fast-growing middle-market and enhances NFP’s strong existing client relationships and distribution, by bringing Aon’s data and analytics-based content, capabilities, and expertise, delivered through the Aon Business Services platform. 2024 Acquisitions On June 18, 2024, the Company completed the acquisition of 100% of the share capital of Southern Insurance Agency, L.L.C., a U.S.-based insurance and financial services business. On June 13, 2024, the Company completed the acquisition of 100% of the share capital of Sean Barrett Bloodstock Insurance Limited, an Ireland-based insurance brokerage. On May 31, 2024, the Company completed the acquisition of 100% of the share capital of Walden Wealth Partners LLC., a U.S.-based registered investment advisor firm. On May 31, 2024, the Company completed the acquisition of 100% of the share capital of the Morley Agency, Inc., a U.S.-based commercial and person lines P&C insurance broker. On May 2, 2024, the Company completed the acquisition of 100% of the share capital of Honest Employment Law Practice Ltd., a U.K.-based business that provides consulting and outsourcing services. On April 26, 2024, the Company completed the acquisition of 100% of the share capital of NOVABROK Correduría de Seguros, S.L., a Spain-based insurance broker. On April 25, 2024, the Company completed the acquisition of 100% of the share capital of NFP Intermediate Holdings A Corp. (“NFP”), a leading middle market property and casualty broker, benefits consultant, wealth manager, and retirement plan advisor. On April 3, 2024, the Company completed the acquisition of 100% of the share capital of Global Insurance Brokers Private Limited, an India-based broker that delivers risk management, insurance, and reinsurance broking services. Acquisition of NFP The Company acquired 100% of the outstanding equity interests of NFP Intermediate Holdings A Corp. in a cash-and-stock merger for an aggregate preliminary purchase price totaling $9.1 billion, including approximately $3.2 billion used to settle indebtedness of NFP and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024. As part of the NFP Transaction, the Company acquired certain less-than-wholly owned entities, resulting in the recognition of noncontrolling interests which are described further below. The Company financed the NFP Transaction, in part, with the net proceeds from Senior Notes issued on March 1, 2024 totaling to an aggregate amount of $6.0 billion and proceeds from a $2.0 billion delayed draw term loan which was drawn on April 25, 2024. Refer to Note 9 “Debt” for further information. Aon accounted for the NFP Transaction as a business combination under the acquisition method of accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of intangible assets acquired requires significant judgements, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgements could produce materially different results. The preliminary fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are subject to adjustment when purchase accounting is finalized. The following table includes these amounts recognized as a result of the Company’s acquisitions (in millions):
|  | Six months ended June 30, 2024
|  | NFP Acquisition | Other Acquisitions | Total
Consideration transferred: |  |  |  |
Cash |  | $ | 3,247 |  | $ | 109 |  | $ | 3,356 |
Deferred and contingent consideration |  | — |  | 7 |  | 7 |
Class A ordinary shares issued |  | 5,882 |  | — |  | 5,882 |
Aggregate consideration transferred |  | $ | 9,129 |  | $ | 116 |  | $ | 9,245 |
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 293 |  | $ | 3 |  | $ | 296 |
Receivables |  | 321 |  | 3 |  | 324 |
Fiduciary assets (1) |  | 411 |  | 6 |  | 417 |
Goodwill |  | 6,953 |  | 69 |  | 7,022 |
Other intangible assets: |  |  |  |
Customer-related and contract-based |  | 5,825 |  | 50 |  | 5,875 |
Tradenames |  | 800 |  | — |  | 800 |
Technology and other |  | 25 |  | 1 |  | 26 |
Operating lease right-of-use assets |  | 143 |  | 2 |  | 145 |
Current assets |  | 110 |  | 3 |  | 113 |
Non-current assets |  | 169 |  | 1 |  | 170 |
Total assets acquired |  | 15,050 |  | 138 |  | 15,188 |
Liabilities assumed: |  |  |  |
Accounts payable and accrued liabilities |  | $ | 283 |  | $ | 8 |  | $ | 291 |
Fiduciary liabilities |  | 411 |  | 6 |  | 417 |
Current liabilities |  | 227 |  | — |  | 227 |
Long-term debt |  | 3,422 |  | — |  | 3,422 |
Non-current operating lease liabilities |  | 125 |  | 2 |  | 127 |
Deferred tax liabilities |  | 1,123 |  | 6 |  | 1,129 |
Non-current liabilities |  | 142 |  | — |  | 142 |
Total liabilities assumed |  | 5,733 |  | 22 |  | 5,755 |
Less: Fair value of redeemable noncontrolling interests |  | (103) |  | — |  | (103) |
Less: Fair value of nonredeemable noncontrolling interests |  | (85) |  | — |  | (85) |
Net assets acquired |  | $ | 9,129 |  | $ | 116 |  | $ | 9,245 |
(1)Includes $283 million of funds held on behalf of clients. The purchase price related to the NFP Transaction exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of approximately $7.0 billion, which is fully allocated to the Aon United segment and is not deductible for tax purposes. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies as a result of the NFP Transaction which provides the Company with an expanded presence in the large and fast-growing middle-market. The fair value of the tangible assets and liabilities acquired in the NFP Transaction approximated their carrying values as of the Acquisition Date. The Company used independent third-party valuation specialists to assist in determining the fair value of certain intangible assets acquired and liabilities assumed. Provisional estimates of fair value are established at the time of the NFP Transaction. Such estimates are preliminary in nature and, therefore, could be subject to material adjustments. Any necessary adjustments must be finalized within one year of the Acquisition Date. There are significant estimates used in determining the fair values of certain intangible assets acquired, which consist of customer-related and contract-based assets, tradename, and technology, as well as certain liabilities assumed, which consist of contingent consideration obligations. •Customer-related and contract-based assets: The fair value was estimated based on a multi-period excess earnings method of the income approach and used estimated financial projections developed by management applying market participant assumptions. The customer relationships are amortized over 20 years based upon the estimated economic benefits received. •Tradename: The fair value was estimated based on a relief from royalty method of the income approach, considering publicly available third-party trade name royalty rates as well as expected revenue generated by the use of the tradename over its anticipated life. The trade name is amortized over 10 years based upon the estimated economic benefits received. •Technology: The fair value was estimated based on a replacement cost method of the cost approach which estimates the cost the Company would incur in rebuilding the technology. The technology is amortized over 7 years based upon the estimated economic benefits received. •Contingent Consideration: The fair value of assumed contingent consideration was estimated based on a Monte Carlo simulation in a risk-neutral framework. Key assumptions for estimating fair value include projected revenue or EBITDA, as well as the discount rate and volatility associated with the relevant metric. Contingent consideration liabilities are classified as Level 3 because of the Company’s reliance on unobservable inputs. The estimates described above directly impact the amount of identified intangible assets recognized and the related amortization expense in future periods as well as certain liabilities assumed. Intangible assets acquired had a weighted average useful economic life of 19 years. As of June 30, 2024, the aggregate intangible assets relating to the NFP Transaction of approximately $6.5 billion were recorded in Intangible assets, net on the Condensed Consolidated Balance Sheets. These amounts are considered preliminary and, therefore, the Company may refine estimates and adjust the assets acquired and liabilities assumed over a measurement period, not to exceed one year from the Acquisition Date. These adjustments are made in the period in which the amounts are determined, and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the Acquisition Date. For the three and six months ended June 30, 2024, the Company recognized $79 million and $90 million, respectively, of transaction costs in Other general expenses. Additional transaction costs include $6 million of debt extinguishment charges recognized in Other income (expense) for the three and six months ended June 30, 2024 in connection with the extinguishment of assumed long-term debt through cash tender offers on April 26, 2024. The Company’s Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 include the operations of NFP from the Acquisition Date. The following table presents the NFP revenue and earnings as reported in the Company’s Condensed Consolidated Statements of Income (in millions):
|  | Three Months Ended June 30, 2024
Revenue |  | $ | 442 |
Net loss attributable to Aon shareholders |  | $ | (19) |
Supplemental Pro Forma Combined Information (Unaudited) The following unaudited pro forma combined financial information presents the combined results of operations of the Company as if the NFP Transaction occurred on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the NFP Transaction had taken place on the date indicated or of results that may occur in the future (in millions):
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2024 | 2023 |  | 2024 | 2023
Revenue |  | $ | 3,910 |  | $ | 3,729 |  |  | $ | 8,528 |  | $ | 8,099 |
Net income attributable to Aon shareholders |  | 465 |  | 424 |  |  | 1,396 |  | 1,266 |
The unaudited pro forma financial information is based on historical information of the Company and NFP, along with certain material pro forma adjustments. The material pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) interest expense to reflect Aon’s borrowings under the Senior Notes offering and delayed draw term loan; (iii) increased compensation expense relating to the issuance of certain cash and equity plans related to the NFP Transaction; (iv) nonrecurring transaction costs; (v) accounting policy alignment adjustments, and (vi) income tax impact of the aforementioned pro forma adjustments. 2023 Acquisitions On November 30, 2023, the Company completed the acquisition of 100% of the share capital of Gi&Bi S.r.l., an Italy-based insurance broker specialized in the agricultural business segment. On August 30, 2023, the Company completed the acquisition of 100% of the share capital of NGS (Uruguay) S.A., a risk management consultant firm in Uruguay. On June 22, 2023, the Company completed the acquisition of 100% of the share capital of Benefits Corredores de Seguros and Asesorías e Inversiones Benefits, a business that provides health and benefits brokerage and benefit administration in Chile. Completed Dispositions The Company completed two and three di spositions during the three and six months ended June 30, 2024, respectively, and no dispositions during the three and six months ended June 30, 2023. On May 31, 2024, Aon completed the sale of Healthy Paws, its U.S.-based managing general agent specializing in pet insurance, to Chubb Limited. There were $257 million pretax gains recognized related to dispositions for the three and six months ended June 30, 2024. There were no pretax gains recognized related to dispositions for the three and six months ended June 30, 2023. Gains recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income. There were $2 million losses related to dispositions recognized in Accelerating Aon United Program expenses in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024. There were no losses related to dispositions recognized for the three and six months ended June 30, 2023. Assets and Liabilities Held for Sale As of June 30, 2024, Aon classified certain assets and liabilities as held for sale, as the Company has committed to a plan to sell the assets and liabilities within one year. Total assets and liabilities, for disposal groups classified as held for sale within Other current assets and Other current liabilities in the Condensed Consolidated Statements of Financial Position were $359 million and $64 million, respectively. Of the $359 million total assets classified as held for sale, $156 million relate to intangible assets. Other Significant Activity On May 1, 2017, the Company completed the sale of its benefits administration and business process outsourcing business (the “Divested Business”) to an entity controlled by affiliates of The Blackstone Group L.P. (the “Buyer”) and certain designated purchasers that are direct or indirect subsidiaries of the Buyer. The Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets and liabilities for a purchase price of $4.3 billion in cash paid at closing and deferred consideration of up to $500 million. In the first quarter of 2024, the Company earned $82 million of deferred consideration from the Buyer and the other designated purchasers. Refer to Note 6 “Other Financial Data” for additional information.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration