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Acquisitions and Dispositions of Businesses | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions and Dispositions of Businesses | Acquisitions and Dispositions of Businesses Completed Acquisitions On January 1, 2025, the Company completed the acquisition of 100% of the partnership interests and share capital of Griffiths & Armour, an insurance broker in the United Kingdom, for a purchase price of approximately $418 million, in the Risk Capital segment. Total acquisitions completed by the Company for the three and nine months ended September 30, 2025 and 2024 were as follows. Acquisitions that impact multiple segments are categorized by the segment primarily impacted.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Risk Capital |  | 1 |  | 3 |  | 8 |  | 8
Human Capital |  | 4 |  | 5 |  | 6 |  | 8
Total |  | 5 |  | 8 |  | 14 |  | 16
The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):
|  | Nine Months Ended September 30, 2025
Consideration transferred: |  |
Cash (1) |  | $ | 788 |
Deferred and contingent consideration |  | 43 |
Aggregate consideration transferred |  | $ | 831 |
Assets acquired: |  |
Goodwill |  | 476 |
Intangible assets |  | 379 |
Other assets (2) |  | 198 |
Total assets acquired |  | 1,053 |
Liabilities assumed: |  |
Total liabilities assumed |  | 222 |
Net assets acquired |  | $ | 831 |
(1)As of December 31, 2024, includes $416 million of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025. (2)Includes Cash and cash equivalents of $39 million and $62 million in funds held on behalf of clients. The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the respective acquisition dates. The Company’s results of operations would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired. Significant Prior Year Acquisition On April 25, 2024, the Company acquired 100% of the outstanding equity interests of NFP Intermediate Holdings A Corp. (the “NFP Transaction”) in a cash-and-stock merger for an aggregate U.S. GAAP 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. 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 judgments, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgments could produce materially different results. These estimates are refined over a measurement period, not to exceed one year from the acquisition date. Purchase accounting, including measurement period adjustments, were finalized in the second quarter of 2025. The fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are shown below (in millions):
|  | NFP Acquisition |  |
Consideration transferred: |  |  |  |
Cash |  | $ | 3,247 |  |  |
Class A ordinary shares issued |  | 5,882 |  |  |
Aggregate consideration transferred |  | $ | 9,129 |  |  |
Assets acquired: |  |  |  |
Goodwill |  | 6,838 |  |  |
Intangible assets |  | 6,775 |  |  |
Other assets (1) |  | 1,362 |  |  |
Total assets acquired |  | 14,975 |  |  |
Liabilities assumed: |  |  |  |
Long-term debt |  | 3,422 |  |  |
Deferred tax liabilities (2) |  | 1,013 |  |  |
Other liabilities (3) |  | 1,218 |  |  |
Total liabilities assumed |  | 5,653 |  |  |
Less: Fair value of redeemable noncontrolling interests (4) |  | (108) |  |  |
Less: Fair value of nonredeemable noncontrolling interests |  | (85) |  |  |
Net assets acquired |  | $ | 9,129 |  |  |
(1)Includes Cash and cash equivalents of $294 million and $277 million in funds held on behalf of clients. (2)As of September 30, 2025, the NFP deferred tax liability related to the U.S. has been netted with the Aon deferred tax asset related to the U.S. and presented as a net deferred tax asset on the Consolidated Statements of Financial Position. (3)Includes Accounts payable and accrued liabilities of $283 million and $125 million of Non-current operating lease liabilities. (4)The fair value of the noncontrolling interests acquired was estimated using a DCF model under the income approach and used estimated financial pro jections developed by management applying market participant assumptions. Since the acquisition date through the end of the measurement period in the second quarter of 2025, the Company made measurement period adjustments resulting in a $125 million increase to Intangible assets, a $110 million decrease to Deferred tax liabilities, a $61 million decrease to Other non-current assets, and a $28 million decrease to Other current assets. These adjustments, along with other insignificant adjustments, cumulated in a total decrease of $115 million to Goodwill. 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, the Company reflected pro forma adjustments related to measurement period adjustments. Completed Dispositions Total dispositions completed by the Company for the three and nine months ended September 30, 2025 and 2024 were as follows. Dispositions that impact multiple segments are categorized by the segment primarily impacted.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Risk Capital |  | 1 |  | 1 |  | 1 |  | 3
Human Capital |  | 1 |  | 1 |  | 2 |  | 2
Total |  | 2 |  | 2 |  | 3 |  | 5
The pretax gains recognized related to dispositions for the three and nine months ended September 30, 2025 were $1 million in both periods. 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. Gains recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income. Assets and Liabilities Held for Sale and Subsequent Event On September 3, 2025, Aon signed a definitive agreement to sell a significant portion of NFP’s wealth businesses including Wealthspire Advisors, Fiducient Advisors, Newport Private Wealth and related platforms to Madison Dearborn Partners, LLC. Assets and liabilities associated with this disposal group are associated with the Human Capital segment and were classified as held for sale as of September 30, 2025. No impairment loss has been recognized in the third quarter of 2025 as the fair value of the disposal group exceeds the carrying amount. 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 $1.3 billion and $166 million, respectively. Of the $1.3 billion total assets classified as held for sale, $754 million relates to intangible assets and $389 million relates to goodwill. The disposition of the significant majority of NFP’s wealth was completed on October 30, 2025 and total proceeds received on closing was $2.3 billion. Upon the completion of the sale in the fourth quarter, the gain will be recognized within Other income (expense) on the Consolidated Statement of Income. 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 nine months ended September 30, 2025, the Company earned $108 million of deferred consideration from the Buyer and the other designated purchasers, which was all earned in the first six months of 2025, compared to $2 million and $84 million, respectively, earned during the three and nine months ended September 30, 2024. These gains are recorded in Other income (expense) in the Condensed Consolidated Statements of Income. In total, the Company has earned $192 million in deferred consideration related to this transaction as of September 30, 2025.

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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 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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