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Acquisitions and Dispositions of Businesses | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions and Dispositions of Businesses | Acquisitions and Dispositions of Businesses Completed Acquisitions 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. The Company completed eight and fifteen other acquisitions during the three and nine months ended September 30, 2024, respectively. Total consideration transferred for these acquisitions was $280 million and $396 million for the three and nine months ended September 30, 2024, respectively. The Company completed one and two acquisitions during the three and nine months ended September 30, 2023, respectively. Total consideration transferred was $14 million and $23 million for the three and nine months ended September 30, 2023, respectively. 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 U.S. GAAP 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. In addition, the Company had other adjustments of $3.9 billion for cash and certain assumed liabilities. 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 its business combinations 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):
|  | Nine months ended September 30, 2024
|  | NFP Acquisition | Other Acquisitions | Total
Consideration transferred: |  |  |  |
Cash |  | $ | 3,247 |  | $ | 377 |  | $ | 3,624 |
Deferred and contingent consideration |  | — |  | 19 |  | 19 |
Class A ordinary shares issued |  | 5,882 |  | — |  | 5,882 |
Aggregate consideration transferred |  | $ | 9,129 |  | $ | 396 |  | $ | 9,525 |
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 293 |  | $ | 5 |  | $ | 298 |
Receivables |  | 325 |  | 28 |  | 353 |
Fiduciary assets (1) |  | 411 |  | 54 |  | 465 |
Goodwill |  | 6,987 |  | 205 |  | 7,192 |
Other intangible assets: |  |  |  |
Customer-related and contract-based |  | 5,825 |  | 207 |  | 6,032 |
Tradenames |  | 800 |  | 1 |  | 801 |
Technology and other |  | 25 |  | 1 |  | 26 |
Operating lease right-of-use assets |  | 140 |  | 4 |  | 144 |
Current assets |  | 3 |  | 6 |  | 9 |
Non-current assets |  | 169 |  | 2 |  | 171 |
Total assets acquired |  | 14,978 |  | 513 |  | 15,491 |
Liabilities assumed: |  |  |  |
Accounts payable and accrued liabilities |  | $ | 283 |  | $ | 32 |  | $ | 315 |
Fiduciary liabilities |  | 411 |  | 54 |  | 465 |
Current liabilities |  | 232 |  | 2 |  | 234 |
Long-term debt |  | 3,422 |  | — |  | 3,422 |
Non-current operating lease liabilities |  | 125 |  | 3 |  | 128 |
Deferred tax liabilities |  | 1,038 |  | 24 |  | 1,062 |
Non-current liabilities |  | 145 |  | 2 |  | 147 |
Total liabilities assumed |  | 5,656 |  | 117 |  | 5,773 |
Less: Fair value of redeemable noncontrolling interests (2) |  | (108) |  | — |  | (108) |
Less: Fair value of nonredeemable noncontrolling interests |  | (85) |  | — |  | (85) |
Net assets acquired |  | $ | 9,129 |  | $ | 396 |  | $ | 9,525 |
(1)Includes $315 million of funds held on behalf of clients. (2)The fair value of the noncontrolling interests acquired was estimated using a discounted cash flow model under the income approach and used estimated financial projections developed by management applying market participant assumptions. During the quarter ended September 30, 2024, the Company made measurement period adjustments related to the NFP Transaction. Measurement period adjustments consisted of a decrease of acquired assets of $106 million primarily related to a decrease in the fair value of acquired notes receivable (recorded within other current assets), a decrease of assumed liabilities of $77 million primarily related to a decrease of deferred tax liabilities resulting from an adjustment to deferred state tax rates and deferred taxes recorded on other measurement period adjustments, and a $5 million increase in the fair value of redeemable noncontrolling interests. Collectively, these adjustments resulted in a $34 million increase to goodwill. The net income effect associated with the measurement period adjustments during the three months ended September 30, 2024 was immaterial. 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 assets acquired and liabilities assumed in the NFP Transaction approximated their carrying values as of the Acquisition Date with the exception of certain intangible assets acquired and liabilities assumed. The Company used independent third-party valuation specialists to assist in determining the fair value of these intangible assets and liabilities. 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 and 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 y ears. As of September 30, 2024, the aggregate intangible assets relating to the NFP Transaction of approximately $6.7 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 calc ulated as if the adjustments had been completed as of the Acquisition Date. For the three and nine months ended September 30, 2024, the Company recognized less than $1 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) in the second quarter of 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 nine months ended September 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 September 30, 2024 |  | Nine Months Ended September 30, 2024
Revenue |  | $ | 601 |  |  | $ | 1,043 |
Net loss attributable to Aon shareholders |  | $ | (19) |  |  | $ | (38) |
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 September 30, |  | Nine Months Ended September 30,
|  | 2024 | 2023 |  | 2024 | 2023
Revenue |  | $ | 3,721 |  | $ | 3,506 |  |  | $ | 12,249 |  | $ | 11,605 |
Net income attributable to Aon shareholders |  | 343 |  | 328 |  |  | 1,745 |  | 1,596 |
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. In addition, during the three months ended September 30, 2024, the Company reflected pro forma adjustments related to measurement period adjustments. Completed Dispositions The Company completed two and five di spositions during the three and nine months ended September 30, 2024, respectively, and no dispositions during the three and nine months ended September 30, 2023. There were $76 million and $333 million of pretax gains recognized related to dispositions for the three and nine months ended September 30, 2024, respectively. Th ere were no pretax gains recognized related to dispositions for the three and nine months ended September 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 no losses related to dispositions for the three months ended September 30, 2024 and $2 million in losses for the nine months ended September 30, 2024 recognized in Accelerating Aon United Program expenses in the Condensed Consolidated Statements of Income. There were no losses related to dispositions recognized for the three and nine months ended September 30, 2023. 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. During the three and nine months ended September 30, 2024, the Company earned $2 million and $84 million, respectively, of deferred consideration from the Buyer and the other designated purchasers.

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- 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
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