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Q1 FY 2024 Earnings Release
U.S. Markets (Alternative Disclosure) via PUBT
Exhibit 99.1Investor RelationsNews from AonAon Reports First Quarter 2024 ResultsFirst Quarter Key Metrics• Total revenue increased 5% to$4.1 billion , including organic revenue growth of 5%• Operating margin decreased 210 basis points to 36.0%, and operating margin, adjusted for certain items, increased 100 basis points to 39.7%• EPS increased 6% to$5.35 , and EPS, adjusted for certain items, increased 9% to$5 .66• For the first three months of 2024, cash flows from operations was$309 million , and free cash flow decreased 29% to$261 millionFirst Quarter Highlights• OnApril 25, 2024 , subsequent to the close of the quarter, completed the acquisition of NFP, a leading middle-market provider of risk, benefits, wealth and retirement plan advisory solutions, for enterprise value of$13.0 billion .• Accretion and free cash flow benefit realization now expected a year earlier than modeled at announcement• Repurchased 0.8 million class A ordinary shares for approximately$250 million• Published our 2023 Impact Report, highlighting progress against our long-term commitments and solutions for clients• Subsequent to the close of the quarter, announced a 10% increase to the quarterly cash dividendDUBLIN -April 26, 2024 -Aon plc (NYSE:AON ) today reported results for the three months endedMarch 31 , 2024.Net income attributable toAon shareholders increased 6% to$5.35 per share on a diluted basis, compared to$5.07 per share on a diluted basis, in the prior year period.Net income per share attributable toAon shareholders, adjusted for certain items, increased 9% to$5.66 on a diluted basis, including a favorable impact of$0.02 per share if prior year period results were translated at current period foreign exchange rates ("foreign currency translation"), compared to$5.17 in the prior year period.Certain items that impacted first quarter results and comparisons with the prior year period are detailed in the "Reconciliation of Non-GAAP Measures - Operating Income, Operating Margin and Diluted Earnings Per Share" on page 10 of this press release.Our global team delivered strong operating results in the first quarter, including 5% organic revenue growth, 100 basis points of adjusted operating margin improvement, and 9% adjusted EPS growth" saidGreg Case , Chief Executive Officer.We're delighted to welcome NFP toAon and look forward to working together to help clients address increasing volatility across risk and people issues, enabled byAon Business Services.With this earlier-than-expected close, we're moving even faster to address client demand, create more opportunities for our 60,000 colleagues, strengthen the long-term free cash flow profile of the firm, and enhance long-term shareholder value creation.~PAGE-BREAK~2FIRST QUARTER 2024 FINANCIAL SUMMARYTotal revenue in the first quarter increased 5% to$4.1 billion compared to the prior year period, reflecting 5% organic revenue growth, a 1% favorable impact from fiduciary investment income and a 1% favorable impact from foreign currency translation, partially offset by a 2% unfavorable impact from acquisitions, divestitures and other items.Total operating expenses in the first quarter increased 9% to$2.6 billion compared to the prior year period due primarily to AcceleratingAon United restructuring charges, an increase in expense associated with 5% organic revenue growth, investments in long-term growth, and a$22 million unfavorable impact from foreign currency translation, partially offset by$20 million of restructuring savings realized in the quarter.Foreign currency translation in the first quarter had a$4 million , or$0.02 per share, favorable impact onU.S. GAAP net income and a$4 million , or$0.02 per share, favorable impact on adjusted net income.If currency were to remain stable at today's rates, the Company would expect an unfavorable impact of approximately$0.05 per share, or an approximately$15 million decrease in adjusted operating income, in the second quarter of 2024, and an unfavorable impact of approximately$0.03 per share, or an approximately$9 million decrease in adjusted operating income for full year 2024.Effective tax rate was 23.2% in the first quarter compared to 19.6% in the prior year period.After adjusting to exclude the applicable tax impact associated with certain non-GAAP adjustments, the adjusted effective tax rate for the first quarter of 2024 was 22.6% compared to 19.6% in the prior year period.The primary drivers of the change in the adjusted effective tax rate were the changes in the geographical distribution of income and a net unfavorable impact from discrete items.Weighted average diluted shares outstanding decreased to 200.1 million in the first quarter compared to 207.1 million in the prior year period.The Company repurchased 0.8 million class A ordinary shares for approximately$250 million in the first quarter.As ofMarch 31, 2024 , the Company had approximately$3.1 billion of remaining authorization under its share repurchase program.YEAR TO DATE 2024 CASH FLOW SUMMARYCash flows provided by operations for the first three months of 2024 decreased$134 million to$309 million compared to the prior year period, primarily due to higher receivables, payments related to E&O, restructuring, higher cash taxes and transaction and integration costs, partially offset by strong operating income growth.Free cash flow, defined as cash flows from operations less capital expenditures, decreased 29%, to$261 million for the first three months of 2024 compared to the prior year period, reflecting a decrease in cash flows provided by operations, partially offset by a$28 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.~PAGE-BREAK~3FIRST QUARTER 2024 REVENUE REVIEWThe first quarter revenue reviews provided below include supplemental information related to organic revenue growth, which is a non-GAAP measure that is described in detail in "Reconciliation of Non-GAAP Measures - Organic Revenue Growth and Free Cash Flow" on page 9 of this press release.Three Months Ended March 31,(millions) 2024 2023 % Change Less: Currency Impact Less: Fiduciary Investment Income Less: Acquisitions, Divestitures & Other ItemsOrganic Revenue GrowthRevenueCommercial Risk Solutions $ 1,808 $ 1,778 2 % 1 % 1 % (3) % 3 %Reinsurance Solutions 1,167 1,077 8 - 1 - 7Health Solutions 733 671 9 1 - 2 6Wealth Solutions 370 350 6 2 - - 4Eliminations (8) (5) N/A N/A N/A N/A N/ATotal revenue$ 4,070 $ 3,871 5 % 1 % 1 % (2) % 5 %Total revenue increased$199 million , or 5%, to$4.1 billion , compared to the prior year period, with organic revenue growth of 5%, driven by ongoing strong retention, net new business generation, and management of the renewal book, a 1% favorable impact from fiduciary investment income and a 1% favorable impact from foreign currency translation partially offset by a 2% unfavorable impact from acquisitions, divestitures and other items.Commercial Risk Solutions organic revenue growth of 3% reflects growth across most major geographies driven by strong retention, management of the renewal book, and net new business generation.Growth in retail brokerage was highlighted by solid growth in EMEA andAsia and the Pacific, driven by continued strength in core P&C.Results in theU.S. were pressured, reflecting lower net new business and the ongoing impacts from external capital markets activity.Results also reflect growth in Affinity globally across both consumer and benefits solutions.On average globally, exposures and pricing were positive, resulting in modestly positive market impact.Reinsurance Solutions organic revenue growth of 7% reflects strong growth in treaty, driven by strong retention and new business generation, as well as double-digit growth in theStrategy and Technology Group .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, while the second half of the year is typically driven by facultative placements, capital markets activity and advisory work that is more transactional in nature.Health Solutions organic revenue growth of 6% reflects strong growth globally in core health and benefits brokerage driven by new business generation and management of the renewal book.Strength in the core was highlighted by solid growth in all major geographies.Results also reflect strong growth in Consumer Benefit Solutions, partially offset by a decline in Talent driven by lower project-related revenue in advisory solutions.Wealth Solutions organic revenue growth of 4% reflects strong growth in Retirement, driven by advisory demand and project-related work related to pension de-risking and ongoing impact of regulatory changes.Investments declined modestly as strong advisory demand inNorth America was more than offset by a decline in project-related work in the U.K.~PAGE-BREAK~4FIRST QUARTER 2024 EXPENSE REVIEWThree Months Ended March 31,(millions) 2024 2023 $ Change % ChangeExpensesCompensation and benefits$ 1,883 $ 1,792 $ 91 5 %Information technology 124 139 (15) (11)Premises 71 75 (4) (5)Depreciation of fixed assets 44 38 6 16Amortization and impairment of intangible assets 16 25 (9) (36)Other general expense 348 329 19 6AcceleratingAon United Program expenses 119 - 119 100Total operating expenses$ 2,605 $ 2,398 $ 207 9 %Compensation and benefits expense increased$91 million , or 5%, compared to the prior year period due primarily to an increase in expense associated with 5% organic revenue growth, and an$18 million unfavorable impact from foreign currency translation, partially offset by savings from AcceleratingAon United restructuring actions.Information technology expense decreased$15 million , or 11%, compared to the prior year period due primarily to elevated technology costs and investments in the prior year period, noting that spend may vary between quarters given timing of projects and investments within the year.Premises expense decreased$4 million , or 5%, compared to the prior year period, reflecting a reduction to our real estate footprint.Depreciation of fixed assets increased$6 million , or 16%, compared to the prior year period due primarily to ongoing investments inAon Business Services-enabled technology platforms to drive long-term growth.Amortization and impairment of intangible assets decreased$9 million , or 36%, compared to the prior year period due primarily to ongoing portfolio management and a decrease associated with assets fully amortized in the prior year period.Other general expense increased$19 million , or 6%, compared to the prior year period primarily due to$15 million of transaction and integration costs associated with the acquisition of NFP.AcceleratingAon United Program expenses were$119 million , relating to workforce optimization, asset impairments, and technology and other costs.~PAGE-BREAK~5FIRST QUARTER 2024 INCOME SUMMARYCertain noteworthy items impacted adjusted operating income and adjusted operating margin in the first quarters of 2024 and 2023, which are also described in detail in "Reconciliation of Non-GAAP Measures - Operating Income, Operating Margin and Diluted Earnings Per Share" on page 10 of this press release.Three Months Ended March 31,(millions) 2024 2023 % ChangeRevenue$ 4,070 $ 3,871 5 %Expenses 2,605 2,398 9 %Operating income$ 1,465 $ 1,473 (1) %Operating margin 36.0 % 38.1 %Operating income - as adjusted$ 1,615 $ 1,498 8 %Operating margin - as adjusted 39.7 % 38.7 %Operating income decreased$8 million , or 1%, and operating margin decreased 210 basis points to 36.0%, each compared to the prior year period.Operating income, adjusted for certain items detailed on page 10 of this press release, increased$117 million , or 8%, and operating margin, adjusted for certain items, increased 100 basis points to 39.7%, each compared to the prior year period.The increase in adjusted operating income reflects organic revenue growth, increased fiduciary investment income, and$20 million of restructuring savings realized in the quarter, partially offset by increased expenses and investments in long-term growth.Interest income increased$23 million to$28 million compared to the prior year period primarily reflecting interest earned on the investment of$5 billion of term debt proceeds which were used to fund the purchase of NFP.Interest expense increased$33 million to$144 million compared to the prior year period, reflecting an overall increase in total debt, primarily due to the issuance of$5 billion of term debt to fund the purchase of NFP, and higher interest rates.Other income was$75 million compared to Other expense of$25 million in the prior year period primarily related to deferred consideration from the 2017 sale of our outsourcing business.Other expense - as adjusted decreased$18 million compared to the prior year period primarily due to the favorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies and a decrease in non-cash net periodic pension cost.Net income attributable toAon shareholders increased 2% to$1.1 billion compared to the prior year period.Net income attributable toAon shareholders, adjusted for certain items, increased 6% to$1.1 billion compared to the prior year period.Conference Call, Presentation Slides, andWebcast DetailsThe Company will host a conference call onFriday, April 26, 2024 at7:30 a.m., central time .Interested parties can listen to the conference call via a live audio webcast and view the presentation slides at www.aon.com.AboutAon Aon plc (NYSE:AON ) exists to shape decisions for the better - to protect and enrich the lives of people around the world.Through actionable analytic insight, globally integratedRisk Capital and Human Capital expertise, and locally relevant solutions, our colleagues provide clients in over 120 countries and sovereignties with the clarity and confidence to make better risk and people decisions that help protect and grow their businesses.FollowAon on LinkedIn, X,Aon Newsroom and sign up for News Alerts.~PAGE-BREAK~6Safe Harbor Statement This communication contains certain statements related to future results, or statesAon 's intentions, beliefs and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors.These forward-looking statements include information about possible or assumed future results ofAon 's operations.All statements, other than statements of historical facts, that address activities, events or developments thatAon expects or anticipates may occur in the future, including such things as its outlook, market and industry conditions, including competitive and pricing trends, the development and performance of our services and products, our cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the AcceleratingAon United Program, the integration of NFP, actual or anticipated legal settlement expenses, future capital expenditures, growth in commissions and fees, changes to the composition or level of its revenues, cash flow and liquidity, expected tax rates, expected foreign currency translation impacts, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of its business and operations, plans, references to future successes, and expectations with respect to the benefits of the acquisition of NFP are forward-looking statements.Also, whenAon uses words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "looking forward", "may", "might", "plan", "potential", "opportunity", "commit", "probably", "project", "should", "will", "would" or similar expressions, it is making forward-looking statements.The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward looking statements: changes in the competitive environment, due to macroeconomic conditions (including impacts from instability in the banking or commercial real estate sectors) or otherwise, or damage toAon 's reputation; fluctuations in currency exchange, interest, or inflation rates that could impact our financial condition or results; changes in global equity and fixed income markets that could affect the retuon invested assets; changes in the funded status ofAon 's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level ofAon 's debt and the terms thereof reducingAon 's flexibility or increasing borrowing costs; rating agency actions that could limitAon 's access to capital and our competitive position; volatility inAon 's global tax rate due to being subject to a variety of different factors, including the adoption and implementation in theEuropean Union ,the United States , theUnited Kingdom , or other countries of theOrganization for Economic Co-operation and Development tax proposals or other pending proposals in those and other countries, which could create volatility in that tax rate ; changes inAon 's accounting estimates or assumptions onAon 's financial statements; limits onAon 's subsidiaries' ability to pay dividends or otherwise make payments toAon ; the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims againstAon (including proceeding and contingencies relating to transactions for which capital was arranged byVesttoo Ltd. ); the impact of, and potential challenges in complying with, laws and regulations in the jurisdictions in whichAon operates, particularly given the global nature ofAon 's operations and the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across jurisdictions in whichAon does business; the impact of any regulatory investigations brought inIreland , theU.K. , theU.S. and other countries; failure to protect intellectual property rights or allegations thatAon infringes on the intellectual property rights of others; general economic and political conditions in different countries in whichAon does business around the world; the failure to retain, attract and develop experienced and qualified personnel; international risks associated withAon 's global operations, including impacts from military conflicts or political instability, such as the ongoing Russian war inUkraine and the Israel-Hamas conflict; the effects of natural or man-made disasters, including the effects of the COVID-19 and other health pandemics and the impacts of climate related events; any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation;Aon's ability to develop, implement, update and enhance new systems; the actions taken by third parties that perform aspects ofAon 's business operations and client services; the extent to whichAon is exposed to certain risks, including lawsuits, related to actionsAon may take in being responsible for making decisions on behalf of clients inAon 's investment businesses or in other advisory services thatAon currently provides, or may provide in the future;Aon's ability to continue, and the costs and risks associated with, growing, developing and integrating acquired business, and entering into new lines of business or products;Aon's ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate proposed transactions; changes in commercial property and casualty markets, commercial premium rates or methods of compensation;Aon's ability to develop and implement innovative growth strategies and initiatives intended to yield cost savings (including the AcceleratingAon United Program), and the ability to achieve such growth or cost savings; the effects of Irish law onAon 's operating flexibility and the enforcement of judgments againstAon ; adverse effects on the market price ofAon 's securities and/or operating results for any reason, including, without limitation, because of a failure to realize the expected benefits of the acquisition of NFP (including anticipated revenue and growth synergies) in the expected timeframe, or at all; significant transaction and integration costs or difficulties in connection with the acquisition of NFP or unknown or inestimable liabilities; and potential impact of the acquisition of NFP on relationships, including with suppliers, customers, employees and regulators.Any or all ofAon 's forward-looking statements may tuout to be inaccurate, and there are no guarantees aboutAon 's performance.The factors identified above are not exhaustive.Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently.Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period.Further information concerningAon and its businesses, including factors that potentially could materially affect~PAGE-BREAK~7Aon's financial results, is contained inAon 's filings with the SEC.SeeAon 's Annual Report on Form 10-K for the year endedDecember 31, 2023 for a further discussion of these and other risks and uncertainties applicable toAon and its businesses.These factors may be revised or supplemented in subsequent reports filed with the SEC.Aon is not under, and expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.Explanation of Non-GAAP MeasuresThis communication includes supplemental information not calculated in accordance with generally accepted accounting principles inthe United States ("U.S. GAAP"), including organic revenue growth, free cash flow, adjusted operating income, adjusted operating margin, adjusted earnings per share, adjusted net income attributable toAon shareholders, adjusted diluted net income per share, adjusted effective tax rate, adjusted other income (expense), and adjusted income before income taxes that exclude the effects of intangible asset amortization and impairment, AcceleratingAon United Program expenses, NFP transaction and integration costs, certain legal settlements, capital expenditures, and certain other noteworthy items that affected results for the comparable periods.Organic revenue growth includes the impact of intercompany activity and excludes foreign exchange rate changes, acquisitions, divestitures (including held for sale businesses), transfers between revenue lines, fiduciary investment income, and gains or losses on derivatives accounted for as hedges.Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.Reconciliations to the closestU.S. GAAP measure for each non-GAAP measure presented in this communication are provided in the attached appendices.Supplemental organic revenue growth information and additional measures that exclude the effects of certain items noted above do not affect net income or any otherU.S. GAAP reported amounts.Free cash flow is cash flows from operating activity less capital expenditures.The adjusted effective tax rate excludes the applicable tax impact associated with expenses for estimated intangible asset amortization and impairment, and certain other noteworthy items.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.Non-GAAP measures should be viewed in addition to, not in lieu of,Aon 's Consolidated Financial Statements.Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments.Investor Contact: Media Contact:Leslie Follmer Will Dunn+1 847-442-0622 +1 312-381-3024investor.relations@aon.com mediainquiries@aon.com~PAGE-BREAK~8Aon plcCondensed Consolidated Statements of Income (Unaudited)Three Months Ended March 31,(millions, except per share data) 2024 2023 % ChangeRevenueTotal revenue$ 4,070 $ 3,871 5 %ExpensesCompensation and benefits 1,883 1,792 5 %Information technology 124 139 (11) %Premises 71 75 (5) %Depreciation of fixed assets 44 38 16 %Amortization and impairment of intangible assets 16 25 (36) %Other general expense 348 329 6 %AcceleratingAon United Program expenses 119 - 100 %Total operating expenses 2,605 2,398 9 %Operating income 1,465 1,473 (1) %Interest income 28 5 460 %Interest expense (144) (111) 30 %Other income (expense) 75 (25) 400 %Income before income taxes 1,424 1,342 6 %Income tax expense 331 263 26 %Net income 1,093 1,079 1 %Less: Net income attributable to noncontrolling interests 22 29 (24) %Net income attributable toAon shareholders$ 1,071 $ 1,050 2 %Basic net income per share attributable toAon shareholders$ 5.38 $ 5.09 6 %Diluted net income per share attributable toAon shareholders$ 5.35 $ 5.07 6 %Weighted average ordinary shares outstanding - basic 199.1 206.1 (3) %Weighted average ordinary shares outstanding - diluted 200.1 207.1 (3) %(1) The effective tax rate was 23.2% and 19.6% for the three months endedMarch 31, 2024 and 2023, respectively.~PAGE-BREAK~9Aon plcReconciliation of Non-GAAP Measures - Organic Revenue Growth and Free Cash Flow (Unaudited)Organic Revenue Growth (Unaudited)Three Months Ended March 31,(millions) 2024 2023 % Change Less: Currency Impact Less: Fiduciary Investment Income Less: Acquisitions, Divestitures & Other ItemsOrganic Revenue GrowthRevenueCommercial Risk Solutions $ 1,808 $ 1,778 2 % 1 % 1 % (3) % 3 %Reinsurance Solutions 1,167 1,077 8 - 1 - 7Health Solutions 733 671 9 1 - 2 6Wealth Solutions 370 350 6 2 - - 4Elimination (8) (5) N/A N/A N/A N/A N/ATotal revenue$ 4,070 $ 3,871 5 % 1 % 1 % (2) % 5 %(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 endedMarch 31, 2024 and 2023 was$79 million and$52 million , respectively. (3) Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions, divestitures (including held for sale businesses), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.Free Cash Flows (Unaudited)Three Months Ended March 31,(millions) 2024 2023 % ChangeCash Provided by Operating Activities$ 309 $ 443 (30) %Capital Expenditures (48) (76) (37) %Free Cash Flows$ 261 $ 367 (29) %(1) Free cash flow is defined as cash flows from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures.~PAGE-BREAK~10Aon plc Reconciliation of Non-GAAP Measures - Operating Income, Operating Margin, and Diluted Earnings Per Share (Unaudited)Three Months Ended March 31,(millions, except percentages) 2024 2023 % ChangeRevenue$ 4,070 $ 3,871 5 %Operating income$ 1,465 $ 1,473 (1) %Amortization and impairment of intangible assets 16 25AcceleratingAon United Program expenses 119 -Transaction and integration costs 15 -Operating income - as adjusted$ 1,615 $ 1,498 8 %Operating margin 36.0 % 38.1 %Operating margin - as adjusted 39.7 % 38.7 %Three Months Ended March 31,(millions, except percentages) 2024 2023 % ChangeOperating income - as adjusted$ 1,615 $ 1,498 8 %Interest income 28 5 460 %Interest expense (144) (111) 30 %Other income (expense):Other income (expense) - pensions (10) (17) (41) %Other income (expense) - other - as adjusted 3 (8) 138 %Other income (expense) - as adjusted (7) (25) (72) %Income before income taxes - as adjusted 1,492 1,367 9 %Income tax expense 337 268 26 %Net income - as adjusted 1,155 1,099 5 %Less: Net income attributable to noncontrolling interests 22 29 (24) %Net income attributable toAon shareholders - as adjusted$ 1,133 $ 1,070 6 %Diluted net income per share attributable toAon shareholders - as adjusted$ 5.66 $ 5.17 9 %Weighted average ordinary shares outstanding - diluted 200.1 207.1 (3) %Effective Tax RatesU.S. GAAP 23.2 % 19.6 %Non-GAAP 22.6 % 19.6 %(1) Certain noteworthy items impacting operating income in the three months endedMarch 31, 2024 and 2023 are described in this schedule.The items shown with the caption "as adjusted" are non-GAAP measures. (2) 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. (3) In the fourth quarter of 2023,Aon entered into a definitive agreement to acquire NFP, which closed onApril 25 , 2024.As part of the acquisition,Aon incurred$11 million of transaction costs in the three months endedMarch 31, 2024 including advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the acquisition.The NFP acquisition also will result in certain non-recurring integration costs associated with colleague severance, 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$4 million of integration costs in the three months endedMarch 31 , 2024.(4) In the first quarter of 2024, the Company earned$82 million of deferred consideration from the affiliates ofThe Blackstone Group L.P. and the other designated purchasers related to the 2017 sale of the benefits administration and business process outsourcing business.(5) Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with the anticipated sale of certain assets and liabilities classified as held for sale, certain legal settlements, AcceleratingAon United Program expenses, deferred compensation from a prior year sale of business, and certain transaction and integration costs related to the acquisition of NFP, which are adjusted at the related jurisdictional rate.~PAGE-BREAK~
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