Item 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Aon plc
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Aon plc (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| Realizability of Deferred Tax Assets | ||||||||||||||
| Description of the Matter | As discussed in Note 10 “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had gross deferred tax assets of $2,570 million at December 31, 2025. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Conclusions on the realizability of certain net deferred tax assets involve significant management judgement including assumptions and estimates related to the amount, timing and jurisdiction of future taxable income. Auditing the deferred tax asset and the related forecast of future taxable income was especially challenging as it involved a high degree of auditor judgement around management’s assumptions and estimates of future taxable income. | |||||||||||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s projections of the amount, timing, and jurisdiction of future taxable income. Among other audit procedures performed, we evaluated the assumptions used by the Company to develop projections of future taxable income by income tax jurisdiction and tested the completeness and accuracy of the underlying data used in the projections. For example, we inspected the assumptions made in the calculation of future taxable income, including the growth rate, the estimates of the reversal of cumulative temporary differences, and the capital and debt requirements by jurisdiction. We compared the projections of future taxable income with the actual results of prior periods. Further, we involved tax subject matter professionals in the review of the information identified. | |||||||||||||

We have served as the Company’s auditor since 1986.
Chicago, Illinois
February 13, 2026
Aon plc
Consolidated Statements of Income
| Years Ended December 31 | ||||||||||||||||||||
| (millions, except per share data) | 2025 | 2024 | 2023 | |||||||||||||||||
| Revenue | ||||||||||||||||||||
| Total revenue | $ | 17,181 | $ | 15,698 | $ | 13,376 | ||||||||||||||
| Expenses | ||||||||||||||||||||
| Compensation and benefits | 8,985 | 8,283 | 6,902 | |||||||||||||||||
| Information technology | 568 | 539 | 534 | |||||||||||||||||
| Premises | 337 | 325 | 294 | |||||||||||||||||
| Depreciation of fixed assets | 188 | 183 | 167 | |||||||||||||||||
| Amortization and impairment of intangible assets | 778 | 503 | 89 | |||||||||||||||||
| Other general expense | 1,616 | 1,641 | 1,470 | |||||||||||||||||
| Accelerating Aon United Program expenses | 365 | 389 | 135 | |||||||||||||||||
| Total operating expenses | 12,837 | 11,863 | 9,591 | |||||||||||||||||
| Operating income | 4,344 | 3,835 | 3,785 | |||||||||||||||||
| Interest income | 19 | 67 | 31 | |||||||||||||||||
| Interest expense | (815) | (788) | (484) | |||||||||||||||||
| Other income (expense) | 1,211 | 348 | (163) | |||||||||||||||||
| Income before income taxes | 4,759 | 3,462 | 3,169 | |||||||||||||||||
| Income tax expense | 1,009 | 742 | 541 | |||||||||||||||||
| Net income | 3,750 | 2,720 | 2,628 | |||||||||||||||||
| Less: Net income attributable to redeemable and nonredeemable noncontrolling interests | 55 | 66 | 64 | |||||||||||||||||
| Net income attributable to Aon shareholders | $ | 3,695 | $ | 2,654 | $ | 2,564 | ||||||||||||||
| Basic net income per share attributable to Aon shareholders | $ | 17.11 | $ | 12.55 | $ | 12.60 | ||||||||||||||
| Diluted net income per share attributable to Aon shareholders | $ | 17.02 | $ | 12.49 | $ | 12.51 | ||||||||||||||
| Weighted average ordinary shares outstanding - basic | 215.9 | 211.4 | 203.5 | |||||||||||||||||
| Weighted average ordinary shares outstanding - diluted | 217.1 | 212.5 | 205.0 |
See accompanying Notes to Consolidated Financial Statements.
Aon plc
Consolidated Statements of Comprehensive Income
| Years Ended December 31 | ||||||||||||||||||||
| (millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Net income | $ | 3,750 | $ | 2,720 | $ | 2,628 | ||||||||||||||
| Less: Net income attributable to redeemable and nonredeemable noncontrolling interests | 55 | 66 | 64 | |||||||||||||||||
| Net income attributable to Aon shareholders | 3,695 | 2,654 | 2,564 | |||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||
| Change in fair value of financial instruments | 4 | 72 | 13 | |||||||||||||||||
| Foreign currency translation adjustments | 826 | (467) | 276 | |||||||||||||||||
| Postretirement benefit obligation | 72 | 23 | (40) | |||||||||||||||||
| Total other comprehensive income (expense) | 902 | (372) | 249 | |||||||||||||||||
| Less: Other comprehensive loss attributable to noncontrolling interests | — | — | (1) | |||||||||||||||||
| Total other comprehensive income (expense) attributable to Aon shareholders | 902 | (372) | 250 | |||||||||||||||||
| Comprehensive income attributable to Aon shareholders | $ | 4,597 | $ | 2,282 | $ | 2,814 |
See accompanying Notes to Consolidated Financial Statements.
Aon plc
Consolidated Statements of Financial Position
| As of December 31 | ||||||||||||||
| (millions, except nominal value) | 2025 | 2024 | ||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 1,195 | $ | 1,085 | ||||||||||
| Short-term investments | 1,603 | 219 | ||||||||||||
| Receivables, net | 4,209 | 3,803 | ||||||||||||
| Fiduciary assets | 17,889 | 17,566 | ||||||||||||
| Other current assets | 878 | 759 | ||||||||||||
| Total current assets | 25,774 | 23,432 | ||||||||||||
| Goodwill | 15,797 | 15,234 | ||||||||||||
| Intangible assets, net | 5,727 | 6,743 | ||||||||||||
| Fixed assets, net | 702 | 637 | ||||||||||||
| Operating lease right-of-use assets | 677 | 711 | ||||||||||||
| Deferred tax assets | 748 | 654 | ||||||||||||
| Prepaid pension | 603 | 556 | ||||||||||||
| Other non-current assets | 756 | 998 | ||||||||||||
| Total assets | $ | 50,784 | $ | 48,965 | ||||||||||
| Liabilities, redeemable noncontrolling interests, and equity | ||||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable and accrued liabilities | $ | 2,861 | $ | 2,905 | ||||||||||
| Short-term debt and current portion of long-term debt | 589 | 751 | ||||||||||||
| Fiduciary liabilities | 17,889 | 17,566 | ||||||||||||
| Other current liabilities | 1,887 | 1,773 | ||||||||||||
| Total current liabilities | 23,226 | 22,995 | ||||||||||||
| Long-term debt | 14,660 | 16,265 | ||||||||||||
| Non-current operating lease liabilities | 641 | 685 | ||||||||||||
| Deferred tax liabilities | 340 | 319 | ||||||||||||
| Pension, other postretirement, and postemployment liabilities | 1,084 | 1,127 | ||||||||||||
| Other non-current liabilities | 1,285 | 1,144 | ||||||||||||
| Total liabilities | 41,236 | 42,535 | ||||||||||||
| Redeemable noncontrolling interests | 89 | 125 | ||||||||||||
| Equity | ||||||||||||||
| Ordinary shares - $0.01 nominal value Authorized: 500.0 shares (issued: 2025 - 214.5; 2024 - 216.0) | 2 | 2 | ||||||||||||
| Additional paid-in capital | 13,438 | 13,173 | ||||||||||||
| Accumulated deficit | (245) | (2,309) | ||||||||||||
| Accumulated other comprehensive loss | (3,843) | (4,745) | ||||||||||||
| Total Aon shareholders' equity | 9,352 | 6,121 | ||||||||||||
| Nonredeemable noncontrolling interests | 107 | 184 | ||||||||||||
| Total equity | 9,459 | 6,305 | ||||||||||||
| Total liabilities, redeemable noncontrolling interests, and equity | $ | 50,784 | $ | 48,965 |
See accompanying Notes to Consolidated Financial Statements.
Aon plc
Consolidated Statements of Shareholders’ Equity
| (millions, except per share data) | Shares | Ordinary Shares and Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss, Net of Tax | Non-redeemable Non-controlling Interests | Total | ||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | 205.4 | 6,866 | (2,772) | (4,623) | 100 | (429) | ||||||||||||||||||||||||||||||||
| Net income (1) | — | — | 2,564 | — | 64 | 2,628 | ||||||||||||||||||||||||||||||||
| Shares issued — employee stock compensation plans | 1.6 | (168) | (1) | — | — | (169) | ||||||||||||||||||||||||||||||||
| Shares repurchased | (8.4) | — | (2,700) | — | — | (2,700) | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 438 | — | — | — | 438 | ||||||||||||||||||||||||||||||||
| Dividends to shareholders ($2.41 per share) | — | — | (490) | — | — | (490) | ||||||||||||||||||||||||||||||||
| Net change in fair value of financial instruments | — | — | — | 13 | — | 13 | ||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustments | — | — | — | 277 | (1) | 276 | ||||||||||||||||||||||||||||||||
| Net postretirement benefit obligation | — | — | — | (40) | — | (40) | ||||||||||||||||||||||||||||||||
| Net purchases of shares from nonredeemable noncontrolling interests | — | (190) | — | — | (23) | (213) | ||||||||||||||||||||||||||||||||
| Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock | — | — | — | — | (56) | (56) | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 198.6 | 6,946 | (3,399) | (4,373) | 84 | (742) | ||||||||||||||||||||||||||||||||
| Net income (1) | — | — | 2,654 | — | 61 | 2,715 | ||||||||||||||||||||||||||||||||
| Shares issued - NFP Transaction | 19.0 | 5,882 | — | — | — | 5,882 | ||||||||||||||||||||||||||||||||
| Shares issued — employee stock compensation plans | 1.5 | (123) | (1) | — | — | (124) | ||||||||||||||||||||||||||||||||
| Shares repurchased | (3.1) | — | (1,000) | — | — | (1,000) | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 474 | — | — | — | 474 | ||||||||||||||||||||||||||||||||
| Dividends to shareholders ($2.64 per share) | — | — | (563) | — | — | (563) | ||||||||||||||||||||||||||||||||
| Net change in fair value of financial instruments | — | — | — | 72 | — | 72 | ||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustments | — | — | — | (467) | — | (467) | ||||||||||||||||||||||||||||||||
| Net postretirement benefit obligation | — | — | — | 23 | — | 23 | ||||||||||||||||||||||||||||||||
| Net purchases of shares from nonredeemable noncontrolling interests | — | (1) | — | — | 84 | 83 | ||||||||||||||||||||||||||||||||
| Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock | — | — | — | — | (45) | (45) | ||||||||||||||||||||||||||||||||
| Adjustments to redeemable noncontrolling interest | — | (3) | — | — | — | (3) | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 216.0 | 13,175 | (2,309) | (4,745) | 184 | 6,305 | ||||||||||||||||||||||||||||||||
| Net income (1) | — | — | 3,695 | — | 59 | 3,754 | ||||||||||||||||||||||||||||||||
| Shares issued — employee stock compensation plans | 1.2 | (137) | (2) | — | — | (139) | ||||||||||||||||||||||||||||||||
| Shares repurchased | (2.7) | — | (1,000) | — | — | (1,000) | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 432 | — | — | — | 432 | ||||||||||||||||||||||||||||||||
| Dividends to shareholders ($2.91 per share) | — | — | (629) | — | — | (629) | ||||||||||||||||||||||||||||||||
| Net change in fair value of financial instruments | — | — | — | 4 | — | 4 | ||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustments | — | — | — | 826 | — | 826 | ||||||||||||||||||||||||||||||||
| Net postretirement benefit obligation | — | — | — | 72 | — | 72 | ||||||||||||||||||||||||||||||||
| Net purchases of shares from nonredeemable noncontrolling interests | — | (10) | — | — | (75) | (85) | ||||||||||||||||||||||||||||||||
| Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock | — | — | — | — | (61) | (61) | ||||||||||||||||||||||||||||||||
| Adjustments to redeemable noncontrolling interests | — | (20) | — | — | — | (20) | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 214.5 | $ | 13,440 | $ | (245) | $ | (3,843) | $ | 107 | $ | 9,459 |
(1)For the years ended December 31, 2025, 2024, and 2023, the Company’s Net income totaled $3.8 billion, $2.7 billion, and $2.6 billion, which included $(4) million, $5 million, and $0 million of Net income (loss) related to redeemable noncontrolling interests, respectively.
See accompanying Notes to Consolidated Financial Statements.
Aon plc
Consolidated Statements of Cash Flows
| Years Ended December 31 | ||||||||||||||||||||
| (millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Net income | $ | 3,750 | $ | 2,720 | $ | 2,628 | ||||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||||||||||
| Gain from sales of businesses | (1,201) | (337) | (4) | |||||||||||||||||
| Depreciation of fixed assets | 188 | 183 | 167 | |||||||||||||||||
| Amortization and impairment of intangible assets | 778 | 503 | 89 | |||||||||||||||||
| Share-based compensation expense | 432 | 474 | 438 | |||||||||||||||||
| Deferred income taxes | (141) | (311) | (373) | |||||||||||||||||
| Other, net | (133) | (134) | 28 | |||||||||||||||||
| Change in assets and liabilities: | ||||||||||||||||||||
| Receivables, net | (257) | (312) | (188) | |||||||||||||||||
| Accounts payable and accrued liabilities | (155) | 393 | 13 | |||||||||||||||||
| Accelerating Aon United Program liabilities | 27 | 17 | 99 | |||||||||||||||||
| Current income taxes | 114 | — | 174 | |||||||||||||||||
| Pension, other postretirement and postemployment liabilities | (16) | (18) | 8 | |||||||||||||||||
| Other assets and liabilities | 95 | (143) | 356 | |||||||||||||||||
| Cash provided by operating activities | 3,481 | 3,035 | 3,435 | |||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
| Proceeds from investments | 145 | 212 | 76 | |||||||||||||||||
| Purchases of investments | (172) | (172) | (67) | |||||||||||||||||
| Net sales (purchases) of short-term investments - non fiduciary | (1,379) | 151 | 85 | |||||||||||||||||
| Acquisition of businesses, net of cash and funds held on behalf of clients | (394) | (3,506) | (35) | |||||||||||||||||
| Sale of businesses, net of cash and funds held on behalf of clients | 2,349 | 700 | 5 | |||||||||||||||||
| Capital expenditures | (263) | (218) | (252) | |||||||||||||||||
| Cash provided by (used for) investing activities | 286 | (2,833) | (188) | |||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Share repurchase | (1,000) | (1,000) | (2,700) | |||||||||||||||||
| Proceeds from issuance of shares | 70 | 79 | 72 | |||||||||||||||||
| Cash paid for employee taxes on withholding shares | (208) | (202) | (241) | |||||||||||||||||
| Commercial paper issuances, net of repayments | (24) | (591) | (27) | |||||||||||||||||
| Issuance of debt | — | 7,926 | 744 | |||||||||||||||||
| Repayment of debt | (1,850) | (4,928) | (350) | |||||||||||||||||
| Increase in fiduciary liabilities, net of fiduciary receivables | (366) | 280 | 358 | |||||||||||||||||
| Cash dividends to shareholders | (629) | (562) | (489) | |||||||||||||||||
| Redeemable and nonredeemable noncontrolling interests, and other financing activities | (198) | (206) | (232) | |||||||||||||||||
| Cash provided by (used for) financing activities | (4,205) | 796 | (2,865) | |||||||||||||||||
| Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients | 678 | (387) | 264 | |||||||||||||||||
| Net increase in cash and cash equivalents and funds held on behalf of clients | 240 | 611 | 646 | |||||||||||||||||
| Cash, cash equivalents and funds held on behalf of clients at beginning of year | 8,333 | 7,722 | 7,076 | |||||||||||||||||
| Cash, cash equivalents and funds held on behalf of clients at end of year | $ | 8,573 | $ | 8,333 | $ | 7,722 | ||||||||||||||
| Reconciliation of cash and cash equivalents and funds held on behalf of clients: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,195 | $ | 1,085 | $ | 778 | ||||||||||||||
| Cash and cash equivalents and funds held on behalf of clients classified as held for sale | — | 1 | 43 | |||||||||||||||||
| Funds held on behalf of clients | 7,378 | 7,247 | 6,901 | |||||||||||||||||
| Total cash and cash equivalents and funds held on behalf of clients | $ | 8,573 | $ | 8,333 | $ | 7,722 | ||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. GAAP. The Consolidated Financial Statements include the accounts of Aon plc and all of its controlled subsidiaries (“Aon” or the “Company”). Intercompany accounts and transactions have been eliminated. The Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented.
Use of Estimates
The preparation of the accompanying Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the Consolidated Financial Statements in future periods.
2. Summary of Significant Accounting Principles and Practices
Revenue Recognition
The Company generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services provided to them, and fees from customers. Commissions and fees for brokerage services vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to a client, insurer, or reinsurer, and the capacity in which the Company acts. Compensation from insurance and reinsurance companies includes: (1) fees for consulting and analytics services and (2) fees and commissions for administrative and other services provided to or on behalf of insurers. In Aon’s capacity as an insurance and reinsurance broker, the service promised to the customer is placement of an effective insurance or reinsurance policy, respectively. The customer obtains control over the services promised by the Company at the completion of the insurance or reinsurance policy placement process once coverage is effective. Judgment is not typically required when assessing whether the coverage is effective. Fees from clients for advice and consulting services are dependent on the extent and value of the services provided. Payment terms for the Company’s principal service lines are discussed below; the Company believes these terms are consistent with current industry practices. Significant financing components are typically not present in Aon’s arrangements.
The Company recognizes revenue when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation. For arrangements that include variable consideration, the Company assesses whether any amounts should be constrained. For arrangements that include multiple performance obligations, the Company allocates consideration based on their relative fair values.
Costs incurred by the Company in obtaining a contract are capitalized and amortized on a systematic basis that is consistent with the transfer of control of the services to which the asset relates, considering anticipated renewals when applicable. Certain contract related costs, including pre-placement brokerage costs, are capitalized as a cost to fulfill and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year.
The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of 1 year or less, (2) the Company has recognized revenue for the amount in which it has the right to bill, and (3) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods or services that form a single performance obligation.
Disaggregation of Revenue
The following is a description of principal service lines from which our segments generate revenue:
Risk Capital
Commercial Risk Solutions uses Risk Capital’s extensive data and analytics capabilities to provide brokerage and consulting services that help organizations develop, improve, and implement their risk management strategies. Commercial Risk Solutions includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. Revenue primarily includes insurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period.
Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group and capital markets. Revenue primarily includes reinsurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Commissions and fees for brokerage services may be invoiced at the inception of the reinsurance period for certain reinsurance brokerage, or more commonly, over the term of the arrangement in installments based on deposit or minimum premiums for most treaty reinsurance arrangements.
Human Capital
Health Solutions includes consulting and brokerage, consumer benefits, and talent advisory services. Revenue primarily includes insurance commissions and fees for services rendered. For brokerage commissions, revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services using input or output measures, including units delivered or time elapsed, to provide a faithful depiction of the progress towards completion of the performance obligation. Commissions and fees for brokerage services may be invoiced at the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. Payment terms for other services vary but are typically over the contract term in installments.
Wealth Solutions includes retirement consulting, pension administration, and investments consulting. Revenue recognized for these arrangements is predominantly recognized over the term of the arrangement using input or output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services, or for certain arrangements, at a point in time upon completion of the services. For consulting arrangements recognized over time, revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer, utilizing an appropriate input or output measure to provide a reasonable assessment of the progress towards completion of the performance obligation including units delivered or time elapsed. Fees paid by customers for consulting services are typically charged on an hourly, project or fixed-fee basis, and revenue for these arrangements is typically recognized based on time incurred, days elapsed, or reports delivered. Revenue from time-and-materials or cost-plus arrangements are recognized as services are performed using input or output measures to provide a reasonable assessment of the progress towards completion of the performance obligation including hours worked, and revenue for these arrangements is typically recognized based on time and materials incurred. Revenue generated from the Company’s delegated investment business is generally earned as an agreed percentage based on AUM and, to a lesser extent, based on performance fees. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Payment terms vary but are typically over the contract term in installments.
Share-based Compensation Expense
Share-based payments to employees, including grants of RSUs and PSAs, are typically measured based on grant date fair value. For purposes of measuring share-based compensation expense, the Company considered whether an adjustment to the
observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were necessary for the years ended December 31, 2025, 2024, or 2023. The Company recognizes compensation expense over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.
Pension and Other Postretirement Benefits
The Company records net periodic cost relating to its pension and other postretirement benefit plans based on calculations that include various actuarial assumptions, including discount rates, assumed rates of return on plan assets, inflation rates, mortality rates, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and modifies these assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over future service periods or future estimated lives if the plans are frozen as reflected in Other income (expense) within the Consolidated Statements of Income. The funded status of each plan, calculated as the fair value of plan assets less the benefit obligation, is reflected in the Company’s Consolidated Statements of Financial Position using a December 31 measurement date.
Earnings per Share
Basic earnings per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, including participating securities, which consist of unvested share awards with non-forfeitable rights to dividends. Diluted earnings per share is computed by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding, which have been adjusted for the dilutive effect of potentially issuable ordinary shares, including certain contingently issuable shares. The diluted earnings per share calculation reflects the more dilutive effect of either (1) the two-class method that assumes that the participating securities have not been exercised, or (2) the treasury stock method.
Potentially issuable shares are not included in the computation of diluted earnings per share if their inclusion would be antidilutive.
Cash and Cash Equivalents and Short-term Investments
Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less. Short-term investments generally consist of money market funds. The estimated fair value of Cash and cash equivalents and Short-term investments approximates their carrying values.
At December 31, 2025, Cash and cash equivalents and Short-term investments totaled $2.8 billion compared to $1.3 billion at December 31, 2024, an increase of $1.5 billion. Of the total balance, $180 million and $123 million was restricted as to its use at December 31, 2025 and 2024, respectively. Included within Short-term investments as of December 31, 2025 and 2024 balances, were £72 million ($97 million at December 31, 2025 exchanges rates) and £63 million ($79 million at December 31, 2024 exchange rates), respectively, of operating funds required to be held by the Company in the U.K. by the FCA, a U.K.-based regulator.
Fiduciary Assets and Liabilities
In its capacity as an insurance agent and broker, Aon collects premiums from insureds and, after deducting its commission, remits the premiums to the respective insurers. Aon also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as Fiduciary assets in the Company’s Consolidated Statements of Financial Position. Unremitted insurance premiums and claims are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Consolidated Statements of Financial Position.
Funds held on behalf of clients represent fiduciary assets held by Aon for premiums collected from insureds but not yet remitted to insurance companies and claims collected from insurance companies but not yet remitted to insureds of $7.4 billion and $7.2 billion at December 31, 2025 and 2024, respectively. Fiduciary receivables were $10.5 billion and $10.3 billion at December 31, 2025 and 2024, respectively. These funds and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities, respectively, in the accompanying Consolidated Statements of Financial Position.
Allowance for Doubtful Accounts
The Company’s estimate for allowance for credit losses with respect to receivables is based on a combination of factors, including evaluation of forward-looking information, historical write-offs, aging of balances, and other qualitative and quantitative analyses. Receivables, net included an allowance for doubtful accounts of $74 million and $75 million at December 31, 2025 and 2024, respectively.
Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation. Included in this category are certain capitalized costs incurred during the application development stage related to directly obtaining, developing, or enhancing internal use software. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows:
| Asset Description | Estimated Useful Life | |||||||
| Software | Lesser of the life of an associated license, or 4 to 7 years | |||||||
| Leasehold improvements | Lesser of estimated useful life or lease term | |||||||
| Furniture, fixtures and equipment | 4 to 10 years | |||||||
| Computer equipment | 4 to 6 years | |||||||
| Buildings | 35 years | |||||||
| Vehicles | 5 to 6 years |
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the fair value of the net assets acquired in the acquisition of a business. Goodwill is allocated to applicable reporting units. Upon disposition of a business entity, goodwill is allocated to the disposed entity based on the relative fair value of that entity compared to the fair value of the reporting unit in which it was included. Goodwill is not amortized, but instead is tested for impairment at least annually. The goodwill impairment test is performed at the reporting unit level. The Company may initially perform a qualitative analysis to determine if it is more likely than not that the goodwill balance is impaired. If a qualitative assessment is not performed or if a determination is made that it is not more likely than not that the value of the reporting unit exceeds its carrying amount, then the Company will perform a quantitative analysis. If the fair value of a reporting unit is determined to be greater than the carrying value of the reporting unit, goodwill is deemed not to be impaired and no further testing is necessary. If the fair value of a reporting unit is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value limited to the total amount of the goodwill allocated to the reporting unit. Any resulting difference will be a charge to Amortization and impairment of intangible assets in the Consolidated Statements of Income in the period in which the determination is made. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.
We classify our intangible assets acquired as either customer-related and contract based, technology and other intangible assets, and tradenames. Amortization basis and estimated useful lives by intangible asset type are generally as follows:
| Intangible Asset Description | Amortization Basis | Estimated Useful Life | ||||||||||||
| Customer-related and contract-based | In line with underlying cash flows | 7 to 23 years | ||||||||||||
| Tradenames | Straight-line | 1 to 10.5 years | ||||||||||||
| Technology and other intangibles | Straight-line | 5 to 7 years | ||||||||||||
Derivatives
Derivative instruments are recognized in the Consolidated Statements of Financial Position at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.
The Company has historically designated the following hedging relationships for certain transactions: (1) a hedge of the change in fair value of a recognized asset or liability or firm commitment (“fair value hedge”), (2) a hedge of the variability in cash flows from a recognized variable-rate asset or liability or forecasted transaction (“cash flow hedge”), and (3) a hedge of the net investment in a foreign operation (“net investment hedge”).
In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow, or a net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation must include a description of the hedging instrument, the hedged item, the risk being hedged, Aon’s risk management objective and strategy for undertaking the hedge, and the method for assessing the effectiveness of the hedge. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged
item at both the inception of the hedge and on an ongoing basis. Aon assesses the ongoing effectiveness of its hedges quarterly or more frequently if facts and circumstances require.
For a derivative designated as a fair value hedging instrument, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For a cash flow hedge that qualifies for hedge accounting, the change in fair value of a hedging instrument is recognized in Accumulated Other Comprehensive Income and subsequently reclassified to earnings in the same period the hedged item impacts earnings. For a net investment hedge, the change in fair value of the hedging instrument is recognized in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment.
Changes in the fair value of a derivative that is not designated as part of a hedging relationship (commonly referred to as an “economic hedge”) are recorded in Other income (expense) in the Consolidated Statements of Income in the period of change.
The Company discontinues hedge accounting prospectively when (1) the derivative expires or is sold, terminated, or exercised, (2) the qualifying criteria are no longer met, or (3) management removes the designation of the hedging relationship.
Foreign Currency
Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. These operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included in Net foreign currency translation adjustments within the Consolidated Statements of Shareholders’ Equity. Further, gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency of each entity are included in Other income (expense) within the Consolidated Statements of Income.
Income Taxes
Deferred income taxes are recognized for the effect of temporary differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted marginal tax rates and laws that are currently in effect. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the period when the rate change is enacted.
Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carry-forwards, taxable income in carry-back years, and tax planning strategies that are both prudent and feasible.
The Company recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Tax positions that meet the more likely than not recognition threshold but are not highly certain are initially and subsequently measured based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement with the taxing authority. Only information that is available at the reporting date is considered in the Company’s recognition and measurement analysis, and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs.
The Company records penalties and interest related to unrecognized tax benefits in Income taxes in the Company’s Consolidated Statements of Income.
The Company releases income tax effects from Accumulated other comprehensive loss using the portfolio approach.
Leases
The Company leases office facilities, equipment, and automobiles under operating leases. The Company’s lease obligations are primarily for the use of office facilities. The Company evaluates if a leasing arrangement exists upon inception of a contract. A contract contains a lease if the contract conveys the right to control the use of identified tangible assets for a period of time in exchange for consideration. Identified property, plant, or equipment may include a physically distinct portion of a larger asset, or a portion of an asset that represents substantially all of the capacity of the asset but is not physically distinct. The Company assesses whether a contract implicitly contains the right to control the use of a tangible asset that is not already owned. In addition, the Company subleases certain real estate properties to third parties, which are classified as operating leases.
The Company’s leases expire on various dates and may contain renewal, expansion, or termination options. The exercise of lease renewal and expansion options are typically at the Company’s sole discretion and are only included in the determination of the lease term if the Company is reasonably certain to exercise the option. In addition, the Company’s lease agreements typically do not contain any material residual value guarantees or restrictive covenants.
ROU assets and lease liabilities are based on the present value of the minimum lease payments over the lease term. The Company has elected the practical expedient related to lease and non-lease components, as an accounting policy election for all asset classes, which allows a lessee to not separate non-lease components from lease components and instead account for consideration received in a contract as a single lease component. The Company’s lease agreements may include initial direct costs and lease incentives. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are included in the measurement of the ROU asset. Payments made to or on behalf of the Company, such as tenant improvement allowances, represent incentives that are considered reductions to the ROU asset and lease expense over the lease term.
The Company made a policy election to not recognize ROU assets and lease liabilities that arise from leases with an initial term of twelve months or less in the Consolidated Statements of Financial Position. However, the Company recognized these lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term and variable lease payments in the period in which the expense was incurred. The Company applies this accounting policy across all classes of underlying assets.
A portion of the Company’s lease agreements include variable lease payments that are not recorded in the initial measurement of the lease liability and ROU asset balances. For real estate arrangements, base rental payments may be escalated according to annual changes in the CPI or other indices. The escalated rental payments based on the estimated CPI at the lease commencement date are included within minimum rental payments; however, changes in CPI are considered variable in nature and are recognized as variable lease costs in the period in which the obligation is incurred. Additionally, real estate lease agreements may include other variable payments related to operating expenses charged by the landlord based on actual expenditures. Information technology equipment agreements may include variable payments based on usage of the equipment. These expenses are also recognized as variable lease costs in the period in which the expense is incurred.
Where Aon has provided notice of cancellation pursuant to a lease agreement, the lease is modified with the associated ROU asset and the related lease liability remeasured, which may include any additional termination penalties incurred that were not previously included within the lease liability. To the extent that the associated ROU assets and lease liabilities are removed, a corresponding gain or loss is recorded.
The Company utilizes discount rates to determine the present value of the lease payments based on information available at the commencement date of the lease. As the rate implicit in each lease is not typically readily available, the Company uses an incremental borrowing rate based on factors such as the lease term and the economic environment where the lease exists to determine the appropriate present value of future lease payments. When determining the incremental borrowing rate, the Company considers the rate of interest it would pay on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms.
Operating leases are included in Operating lease ROU assets, Other current liabilities, and Non-current operating lease liabilities in the Consolidated Statements of Financial Position.
Contingent Consideration
Contingent consideration may be paid to the former owners of the business and typically will involve the acquired entity reaching specific financial results over a designated period. Contingent consideration payables are recorded at fair value and are included in the purchase price consideration at the time of the acquisition. Subsequent changes in the fair value of contingent consideration obligations are recorded in the Consolidated Statements of Income. The fair value of contingent consideration payables is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value of the contingent consideration, the acquired business’s future performance is estimated using financial projections for the acquired business and measured against performance targets specified in each purchase agreement. Contingent consideration liabilities are classified as Level 3 in the fair value hierarchy due to the Company’s reliance on unobservable inputs.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of Aon plc and those entities in which the Company has a controlling financial interest. To determine if Aon holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest model to the entity, otherwise, the entity is evaluated under the voting interest model. When Aon holds rights that give it the power to direct the activities of a VIE that most significantly impact the
VIE’s economic performance, combined with a variable interest that gives the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. If the Company is the primary beneficiary of a VIE, the Company consolidates the entity and reflects any relevant noncontrolling interest of other beneficiaries of that entity on the Statement of Consolidated Financial Position. Total assets related to consolidated VIEs are less than 1% of the Company’s Total assets on the Consolidated Statements of Financial Position as of December 31, 2025.
Aon holds a controlling financial interest in entities that are not VIEs when it, directly or indirectly holds more than 50% of the voting rights and the noncontrolling interest holders do not hold substantive participating rights.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests represent interests for certain consolidated entities which are subject to redemption rights held by the noncontrolling interests owners outside of the Company’s control at fixed or determinable prices and dates. The redeemable noncontrolling interests are considered temporary equity and reported outside of permanent equity on the Consolidated Statements of Financial Position. The interests are initially recorded at fair value and in subsequent reporting periods are adjusted to the estimated redemption value. The adjustments to the redemption value are recorded to additional paid-in capital, or retained earnings when the Company is in an accumulated deficit position, on the Consolidated Statements of Financial Position. The interests are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of net income (loss) and distributions or its redemption value.
New Accounting Pronouncements
Adoption of New Accounting Standards
Improvements to Income Tax Disclosures
In December 2023, the FASB issued new accounting guidance under ASC 740, Income Taxes, which requires additional income tax disclosures on an annual basis, including disaggregation of information presented within the reconciliation of the expected tax to the reported tax by specific categories, with certain reconciling items 5% or greater broken out by nature and/or jurisdiction. The new guidance also requires disclosure of income taxes paid, net of refunds, broken out by federal, state/local and foreign, including disclosure of individual jurisdictions when greater than 5% of total net income taxes paid. The new guidance was effective for Aon for the year ended December 31, 2025 and was adopted on a prospective basis. The adoption of this guidance impacted the Company’s Notes to Consolidated Financial Statements and did not impact the financial condition or results of operations. See Note 10 “Income Taxes” for information with respect to this guidance as of December 31, 2025.
Accounting Standards Issued But Not Yet Adopted
Accounting for and Disclosure of Software Costs
In September 2025, the FASB issued new accounting guidance under ASC 350-40, Intangibles — Goodwill and Other Internal-Use Software to modernize the criteria for capitalizing software development costs by removing references to development stages and framework updates to better reflect current software development practices. The new guidance is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact the new guidance will have on the Consolidated Financial Statements and Notes.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued new accounting guidance under ASC 220, Income Statement — Reporting Comprehensive Income, which requires more detailed information about certain expenses in commonly presented expense captions including inventory, employee compensation, depreciation, and amortization. The new guidance also requires disclosure of total selling expenses and, on an annual basis, an entity’s definition of selling expenses. The new guidance is effective for the year ended December 31, 2027, with early adoption permitted. Entities may apply the new guidance on a prospective basis, with the option for retrospective application. The company is currently evaluating the impact the guidance will have on the Notes to Consolidated Financial Statements.
Securities and Exchange Commission Final Rules
The Enhancement and Standardization of Climate-Related Disclosures for Investors
In March 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures. The final rules would require the Company to provide certain climate-related information in Item 7, Management’s Discussion and Analysis regarding material climate-related risks, activities to mitigate or adapt to such risks, information regarding oversight and management of climate-related risks, information on climate-related targets or goals, and disclosure of Scope 1 and 2 GHG
emissions. Additionally, within the Notes to Consolidated Financial Statements, the Company would be required to disclose the financial statement effects of severe weather events and other natural conditions. The final rules were to be effective for the year ended December 31, 2025, with the exception of GHG emissions disclosures which were to be effective for the year ended December 31, 2026. The final rules have been subject to several legal challenges and on April 4, 2024, the SEC voluntarily stayed the final rules, which remains in effect. On March 27, 2025, the SEC voted to end its legal defense of the final rules in Court of Appeals for the Eighth Circuit. The Eighth Circuit has suspended the litigation until the SEC informs the court whether it intends to reconsider the rules under administrative procedures or whether the SEC will renew its defense of the rules. The Company is monitoring the judicial process for resolution of the legal challenges and impacts on the disclosure requirements.
3. Revenue from Contracts with Customers
Disaggregation of Revenue
The following table summarizes revenue from contracts with customers by principal service line (in millions):
| Years Ended December 31 | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Commercial Risk Solutions | $ | 8,497 | $ | 7,861 | $ | 7,043 | ||||||||||||||
| Reinsurance Solutions | 2,793 | 2,656 | 2,481 | |||||||||||||||||
| Total Risk Capital (1) | 11,290 | 10,517 | 9,524 | |||||||||||||||||
| Health Solutions | 3,839 | 3,335 | 2,433 | |||||||||||||||||
| Wealth Solutions | 2,068 | 1,874 | 1,431 | |||||||||||||||||
| Total Human Capital (1) | 5,907 | 5,209 | 3,864 | |||||||||||||||||
| Eliminations | (16) | (28) | (12) | |||||||||||||||||
| Total revenue | $ | 17,181 | $ | 15,698 | $ | 13,376 |
(1)Includes inter-segment revenue. Refer to Note 17 “Segment Information” for further information.
Consolidated revenue from contracts with customers by geographic area, which is attributed on the basis of where the services are performed, is as follows (in millions):
| Year Ended December 31, 2025 | ||||||||||||||||||||||||||
| Risk Capital | Human Capital | Corporate/Eliminations | Total | |||||||||||||||||||||||
| U.S. | $ | 4,991 | $ | 3,304 | $ | (16) | $ | 8,279 | ||||||||||||||||||
| Americas other than U.S. | 1,131 | 502 | — | 1,633 | ||||||||||||||||||||||
| U.K. | 1,409 | 811 | — | 2,220 | ||||||||||||||||||||||
| Ireland | 95 | 90 | — | 185 | ||||||||||||||||||||||
| Europe, Middle East, & Africa other than U.K. and Ireland | 2,321 | 832 | — | 3,153 | ||||||||||||||||||||||
| Asia Pacific | 1,343 | 368 | — | 1,711 | ||||||||||||||||||||||
| Total revenue | $ | 11,290 | $ | 5,907 | $ | (16) | $ | 17,181 |
| Year Ended December 31, 2024 | ||||||||||||||||||||||||||
| Risk Capital | Human Capital | Corporate/Eliminations | Total | |||||||||||||||||||||||
| U.S. | $ | 4,697 | $ | 2,997 | $ | (28) | $ | 7,666 | ||||||||||||||||||
| Americas other than U.S. | 954 | 381 | — | 1,335 | ||||||||||||||||||||||
| U.K. | 1,266 | 709 | — | 1,975 | ||||||||||||||||||||||
| Ireland | 78 | 68 | — | 146 | ||||||||||||||||||||||
| Europe, Middle East, & Africa other than U.K. and Ireland | 2,176 | 724 | — | 2,900 | ||||||||||||||||||||||
| Asia Pacific | 1,346 | 330 | — | 1,676 | ||||||||||||||||||||||
| Total revenue | $ | 10,517 | $ | 5,209 | $ | (28) | $ | 15,698 |
| Year Ended December 31, 2023 | ||||||||||||||||||||||||||
| Risk Capital | Human Capital | Corporate/Eliminations | Total | |||||||||||||||||||||||
| U.S. | $ | 4,067 | $ | 1,868 | $ | (12) | $ | 5,923 | ||||||||||||||||||
| Americas other than U.S. | 909 | 351 | — | 1,260 | ||||||||||||||||||||||
| U.K. | 1,186 | 633 | — | 1,819 | ||||||||||||||||||||||
| Ireland | 61 | 52 | — | 113 | ||||||||||||||||||||||
| Europe, Middle East, & Africa other than U.K. and Ireland | 2,036 | 636 | — | 2,672 | ||||||||||||||||||||||
| Asia Pacific | 1,265 | 324 | — | 1,589 | ||||||||||||||||||||||
| Total revenue | $ | 9,524 | $ | 3,864 | $ | (12) | $ | 13,376 |
Contract Costs
Changes in the net carrying amount of costs to fulfill contracts with customers are as follows (in millions):
| 2025 | 2024 | |||||||||||||
| Balance at beginning of period | $ | 424 | $ | 370 | ||||||||||
| Additions | 1,849 | 1,725 | ||||||||||||
| Amortization | (1,839) | (1,659) | ||||||||||||
| Impairment | — | — | ||||||||||||
| Foreign currency translation and other | 16 | (12) | ||||||||||||
| Balance at end of period | $ | 450 | $ | 424 |
Changes in the net carrying amount of costs to obtain contracts with customers are as follows (in millions):
| 2025 | 2024 | |||||||||||||
| Balance at beginning of period | $ | 207 | $ | 195 | ||||||||||
| Additions | 63 | 73 | ||||||||||||
| Amortization | (68) | (54) | ||||||||||||
| Impairment | — | — | ||||||||||||
| Foreign currency translation and other | 6 | (7) | ||||||||||||
| Balance at end of period | $ | 208 | $ | 207 |
4. Accelerating Aon United Program
In the third quarter of 2023, Aon initiated a three-year restructuring program called the Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining the Company’s technology infrastructure, optimizing its leadership structure and resource alignment, and reducing the real estate footprint to align to its 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. The Program is an investment in our 3x3 Plan that brings the best of the firm through our Aon United strategy, delivered as Risk Capital and Human Capital, and our Aon Client Leadership model, powered by Aon Business Services.
Program charges are recognized within Accelerating Aon United Program expenses on the accompanying Consolidated Statements of Income and consist of the following cost activities:
*•*Technology and other – includes costs associated with actions taken to rationalize applications and to optimize technology across the Company. These costs may include 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 non-cash 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.
In the fourth quarter of 2025, the Company increased the expected Program cumulative costs from $1.0 billion to $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. Over the life of the Program, the Risk Capital segment is expected to incur approximately $300 million of charges, while the Human Capital segment is expected to incur approximately $80 million of charges, with the remaining charges relating to corporate expenses.
Total Program costs incurred for the years ended December 31, 2025 and 2024 are as follows (in millions):
| Years Ended December 31 | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Risk Capital | $ | 82 | $ | 114 | ||||||||||
| Human Capital | 16 | 27 | ||||||||||||
| Corporate | 267 | 248 | ||||||||||||
| Total | $ | 365 | $ | 389 |
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.
The Company’s unpaid liabilities for charges under the Program are primarily included in Accounts payable and accrued liabilities and Other non-current liabilities in the Consolidated Statements of Financial Position.
The changes in the Company’s liabilities for the Program as of December 31, 2025 are as follows (in millions):
| Technology and other | Workforce optimization | Asset impairments | Total | ||||||||||||||||||||
| Liability balance as of December 31, 2024 | $ | 17 | $ | 97 | $ | — | $ | 114 | |||||||||||||||
| Charges | 195 | 155 | 15 | 365 | |||||||||||||||||||
| Cash payments | (165) | (132) | — | (297) | |||||||||||||||||||
| Foreign currency translation and other | — | 6 | — | 6 | |||||||||||||||||||
| Non-cash charges | (8) | (18) | (15) | (41) | |||||||||||||||||||
| Liability balance as of December 31, 2025 | $ | 39 | $ | 108 | $ | — | $ | 147 | |||||||||||||||
| Total costs incurred from inception to date | $ | 335 | $ | 455 | $ | 99 | $ | 889 |
5. Other Financial Data
Consolidated Statements of Income Information
Other Income (Expense)
The components of Other income (expense) are as follows (in millions):
| Years Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Gain from disposals of business (1) | $ | 1,201 | $ | 337 | $ | 4 | |||||||||||
| Equity earnings | 10 | 10 | 5 | ||||||||||||||
| Foreign currency remeasurement | (52) | 8 | (99) | ||||||||||||||
| Extinguishment of debt | — | (7) | — | ||||||||||||||
| Pension and other postretirement (2) | (87) | (48) | (98) | ||||||||||||||
| Financial instruments and other (3) | 139 | 48 | 25 | ||||||||||||||
| Total | $ | 1,211 | $ | 348 | $ | (163) |
(1)The gain from the disposal of the NFP Wealth business for the year ended December 31, 2025 was $1,199 million.
(2)Refer to Note 12 “Employee Benefits” for further information.
(3)For the years ended December 31, 2025 and 2024, a $108 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. Refer to Note 6 “Acquisitions and Dispositions of Businesses” for additional information.
Consolidated Statements of Financial Position Information
Allowance for Doubtful Accounts
Changes in the net carrying amount of allowance for doubtful accounts are as follows (in millions):
| 2025 | 2024 | 2023 | |||||||||||||||
| Balance at beginning of period | $ | 75 | $ | 79 | $ | 76 | |||||||||||
| Provision | 10 | 7 | 13 | ||||||||||||||
| Accounts written off, net of recoveries | (15) | (8) | (11) | ||||||||||||||
| Foreign currency translation and other | 4 | (3) | 1 | ||||||||||||||
| Balance at end of period | $ | 74 | $ | 75 | $ | 79 |
Other Current Assets
The components of Other current assets are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Costs to fulfill contracts with customers (1) | $ | 450 | $ | 424 | |||||||
| Prepaid expenses | 136 | 135 | |||||||||
| Taxes receivable | 102 | 43 | |||||||||
| Other (2) | 190 | 157 | |||||||||
| Total | $ | 878 | $ | 759 |
(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.
(2)Includes $1 million as of December 31, 2024 that was previously classified as “Assets held for sale” within Aon’s Annual Report on Form 10-K filed February 18, 2025. The prior year balance has been reclassified to conform to current year presentation.
Fixed Assets, net
The components of Fixed assets, net are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Software | $ | 1,013 | $ | 981 | |||||||
| Leasehold improvements | 491 | 437 | |||||||||
| Furniture, fixtures, and equipment | 271 | 297 | |||||||||
| Computer equipment | 327 | 271 | |||||||||
| Construction in progress | 199 | 133 | |||||||||
| Other | 46 | 27 | |||||||||
| Fixed assets, gross | 2,347 | 2,146 | |||||||||
| Less: Accumulated depreciation | 1,645 | 1,509 | |||||||||
| Fixed assets, net | $ | 702 | $ | 637 |
Depreciation expense, which includes software amortization, was $188 million, $183 million, and $167 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Other Non-Current Assets
The components of Other non-current assets are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Costs to obtain contracts with customers (1) | $ | 208 | $ | 207 | |||||||
| Taxes receivable | 82 | 90 | |||||||||
| Investments | 192 | 90 | |||||||||
| Other (2)(3) | 274 | 611 | |||||||||
| Total | $ | 756 | $ | 998 |
(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.
(2)Includes $9 million as of December 31, 2024 that was previously classified as “Leases” within Aon’s Annual Report on Form 10-K filed February 18, 2025. The prior year balance has been reclassified to conform to current year presentation.
(3)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. Refer to Note 6 “Acquisitions and Dispositions of Businesses” for additional information.
Other Current Liabilities
The components of Other current liabilities are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Deferred revenue (1) | $ | 259 | $ | 280 | |||||||
| Taxes payable | 309 | 260 | |||||||||
| Leases (2) | 181 | 191 | |||||||||
| Contingent consideration | 28 | 93 | |||||||||
| Other | 1,110 | 949 | |||||||||
| Total | $ | 1,887 | $ | 1,773 |
(1)$746 million and $805 million was recognized in the Consolidated Statements of Income during the years ended December 31, 2025 and December 31, 2024, respectively.
(2)Refer to Note 9 “Lease Commitments” for further information.
Other Non-Current Liabilities
The components of Other non-current liabilities are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Taxes payable | $ | 1,014 | $ | 885 | |||||||
| Contingent consideration | 99 | 104 | |||||||||
| Compensation and benefits payable | 60 | 61 | |||||||||
| Deferred revenue | 30 | 30 | |||||||||
| Other | 82 | 64 | |||||||||
| Total | $ | 1,285 | $ | 1,144 |
6. Acquisitions and Dispositions of Businesses
Completed Acquisitions
On January 1, 2025, the Company completed the acquisition of 100% of partnership interests and share capital of Griffiths & Armour, an insurance broker in the United Kingdom for a purchase price of approximately $426 million, in the Risk Capital segment.
Total acquisitions completed by the Company for the year ended December 31, 2025 and 2024 were as follows. Acquisitions that impact multiple segments are categorized by the primarily impacted.
| For the Year Ended December 31 | 2025 | 2024 | ||||||
| Risk Capital | 10 | 10 | ||||||
| Human Capital | 8 | 12 | ||||||
| Total | 18 | 22 |
The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s total acquisitions (in millions):
| Twelve Months Ended December 31, 2025 | ||||||||
| Consideration transferred: | ||||||||
| Cash (1) | $ | 915 | ||||||
| Deferred and contingent consideration | 66 | |||||||
| Aggregate consideration transferred | $ | 981 | ||||||
| Assets acquired: | ||||||||
| Goodwill | 531 | |||||||
| Intangible assets | 462 | |||||||
| Other assets (2) | 228 | |||||||
| Total assets acquired | 1,221 | |||||||
| Liabilities assumed: | ||||||||
| Total liabilities assumed | 240 | |||||||
| Net assets acquired | $ | 981 |
(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 $43 million and $74 million in funds held on behalf of clients.
The results of operations of these acquisitions are included in the 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.
Intangible assets acquired include customer-related and contract-based assets, tradenames, and technology and other assets. The intangible assets acquired as part of business acquisitions in 2025 had a weighted average useful economic life of 14 years, comprised of a weighted average of 14 years for customer-related and contract-based assets, 6 years for tradenames, and 4 years for technology and other assets. Acquisition-related costs for completed acquisitions incurred and recognized within Other general expense for the year ended December 31, 2025 were approximately $8 million. Total revenue for these acquisitions included in the Company’s Consolidated Statement of Income for the year ended December 31, 2025 was approximately $101 million.
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 December 31, 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 projections 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):
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenue | $ | 16,397 | $ | 15,579 | |||||||
| Net income attributable to Aon shareholders | 2,461 | 1,958 |
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
On October 30, 2025, Aon completed the sale of a significant majority of NFP’s wealth businesses within our Human Capital segment. Total proceeds received on closing was $2.3 billion, and a pre-tax gain of $1.2 billion was recognized within Other income (expense) on the Consolidated Statement of Income for the year ended December 31, 2025. The major classes of assets sold included Intangible assets, net of $760 million and Goodwill of $398 million.
Total dispositions completed by the years ended December 31, 2025 and 2024 were as follows. Dispositions that impact multiple segments are categorized by the segment primarily impacted.
| For the Year Ended December 31 | 2025 | 2024 | ||||||
| Risk Capital | 1 | 3 | ||||||
| Human Capital | 3 | 2 | ||||||
| Total | 4 | 5 |
The pretax gains recognized related to dispositions were $1.2 billion, $337 million, and $4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Gains recognized as a result of a disposition are included in Other income (expense) in the Consolidated Statements of Income. There were no pretax losses recognized in the Consolidated Statements of Income related to dispositions for the year ended December 31, 2025. There were insignificant pretax losses recognized for the year ended December 31, 2024 and no pretax losses recognized for the year ended December 31, 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 years ended December 31, 2025 and 2024, the Company earned $108 million and $84 million, respectively, of deferred consideration from the Buyer and the other designated purchasers, which was recorded in Other income (expense) in the Consolidated Statements of Income.
7. Goodwill and Other Intangible Assets
The changes in the net carrying amount of goodwill for the years ended December 31, 2025 and 2024, respectively, are as follows (in millions):
| Risk Capital | Human Capital | Total | |||||||||
| Balance as of January 1, 2024 | $ | 6,227 | $ | 2,187 | $ | 8,414 | |||||
| Goodwill related to current year acquisitions | 2,768 | 4,357 | 7,125 | ||||||||
| Goodwill related to current year disposals | (50) | (32) | (82) | ||||||||
| Foreign currency translation and other | (160) | (63) | (223) | ||||||||
| Balance as of December 31, 2024 | $ | 8,785 | $ | 6,449 | $ | 15,234 | |||||
| Goodwill related to current year acquisitions | 478 | 53 | 531 | ||||||||
| Goodwill related to current year disposals (1) | (7) | (398) | (405) | ||||||||
| Goodwill related to prior year acquisitions | (11) | (10) | (21) | ||||||||
| Foreign currency translation and other | 306 | 152 | 458 | ||||||||
| Balance as of December 31, 2025 | $ | 9,551 | $ | 6,246 | $ | 15,797 |
(1)Aon disposed of $398 million of Goodwill that related to the NFP Wealth business.
Other intangible assets by asset class are as follows (in millions):
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| As of December 31 | Gross Carrying Amount | Accumulated Amortization and Impairment | Net Carrying Amount (1) | Gross Carrying Amount | Accumulated Amortization and Impairment | Net Carrying Amount | |||||||||||||||||||||||||||||
| Customer-related and contract-based | $ | 7,738 | $ | 2,644 | $ | 5,094 | $ | 7,994 | $ | 2,050 | $ | 5,944 | |||||||||||||||||||||||
| Tradenames | 716 | 121 | 595 | 812 | 66 | 746 | |||||||||||||||||||||||||||||
| Technology and other | 369 | 331 | 38 | 366 | 313 | 53 | |||||||||||||||||||||||||||||
| Total | $ | 8,823 | $ | 3,096 | $ | 5,727 | $ | 9,172 | $ | 2,429 | $ | 6,743 |
(1)Aon disposed of $760 million of net intangible assets that related to the NFP Wealth business.
Amortization and impairment of intangible asset charges from finite lived intangible assets were $778 million, $503 million, and $89 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The estimated future amortization for finite-lived intangible assets as of December 31, 2025 is as follows (in millions):
| Estimated Future Amortization | ||||||||
| For the years ended | ||||||||
| 2026 | $ | 670 | ||||||
| 2027 | 621 | |||||||
| 2028 | 568 | |||||||
| 2029 | 523 | |||||||
| 2030 | 475 | |||||||
| Thereafter | 2,870 | |||||||
| Total | $ | 5,727 |
8. Debt
The following is a summary of outstanding debt (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Commercial paper | $ | — | $ | — | |||||||
| 3.875% Senior Notes due December 2025 | — | 749 | |||||||||
| 2.875% Senior Notes due May 2026 (EUR 500M) | 588 | 520 | |||||||||
| 8.205% Junior Subordinated Notes due January 2027 | 521 | 521 | |||||||||
| 5.125% Senior Notes due March 2027 | 598 | 596 | |||||||||
| Delayed Draw Term Loan due April 2027 | — | 1,099 | |||||||||
| 2.850% Senior Notes due May 2027 | 599 | 598 | |||||||||
| 4.500% Senior Notes due December 2028 | 349 | 348 | |||||||||
| 5.150% Senior Notes due March 2029 | 995 | 993 | |||||||||
| 3.750% Senior Notes due May 2029 | 748 | 747 | |||||||||
| 2.800% Senior Notes due May 2030 | 996 | 995 | |||||||||
| 5.300% Senior Notes due March 2031 | 645 | 644 | |||||||||
| 2.050% Senior Notes due August 2031 | 398 | 397 | |||||||||
| 2.600% Senior Notes due December 2031 | 498 | 497 | |||||||||
| 5.000% Senior Notes due September 2032 | 497 | 496 | |||||||||
| 5.350% Senior Notes due February 2033 | 745 | 745 | |||||||||
| 5.450% Senior Notes due March 2034 | 1,736 | 1,735 | |||||||||
| 6.250% Senior Notes due September 2040 | 297 | 297 | |||||||||
| 4.250% Senior Notes due December 2042 | 207 | 206 | |||||||||
| 4.450% Senior Notes due May 2043 | 247 | 247 | |||||||||
| 4.600% Senior Notes due June 2044 | 546 | 545 | |||||||||
| 4.750% Senior Notes due May 2045 | 595 | 594 | |||||||||
| 2.900% Senior Notes due August 2051 | 592 | 592 | |||||||||
| 3.900% Senior Notes due February 2052 | 879 | 878 | |||||||||
| 5.750% Senior Notes due March 2054 | 1,968 | 1,966 | |||||||||
| Other | 5 | 11 | |||||||||
| Total debt | 15,249 | 17,016 | |||||||||
| Less: Short-term debt and current portion of long-term debt | 589 | 751 | |||||||||
| Total long-term debt | $ | 14,660 | $ | 16,265 |
Notes
In May 2025, Aon Global Limited’s €500 million ($588 million at December 31, 2025 exchange rates) 2.875% Senior Notes due May 2026 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes. On January 15, 2026, Aon Global Limited issued a notice of redemption to holders of its 2.875% Senior Notes for the redemption of all €500 million outstanding aggregate principal amount of the notes, plus accrued and unpaid interest, on February 14, 2026. The notes were set to mature in May 2026.
In December 2025, Aon Global Limited’s $750 million 3.875% Senior Notes matured and were repaid in full. As of December 31, 2024, the notes were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position.
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 Senior Notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with the acquisition of NFP, completed on April 25, 2024, to repay certain debt of NFP, and to pay related fees and expenses. As of December 31, 2025, the term loan was paid in full.
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 for the year ended December 31, 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 was used to pay a portion of the cash consideration in connection with the NFP Transaction, 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.
Each of the notes issued by Aon Corporation is fully and unconditionally guaranteed by Aon Global Limited, Aon plc, Aon North America, Inc., and Aon Global Holdings plc. Each of the notes issued by Aon Global Limited is fully and unconditionally guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation. Each of the notes co-issued by Aon Corporation and Aon Global Holdings plc is fully and unconditionally guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited. All guarantees of Aon plc and Aon Global Limited 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. Each of the notes described and identified in the table above contains customary representations, warranties, and covenants, and the Company was in compliance with all such covenants as of December 31, 2025.
Repayments of total debt as of December 31, 2025 are as follows (in millions):
| 2026 | $ | 589 | |||
| 2027 | 1,723 | ||||
| 2028 | 352 | ||||
| 2029 | 1,752 | ||||
| 2030 | 1,000 | ||||
| Thereafter | 10,006 | ||||
| Total Repayments | 15,422 | ||||
| Unamortized discounts, premiums, and debt issuance costs | (173) | ||||
| Total Debt | $ | 15,249 |
Revolving Credit Facilities
As of December 31, 2025, Aon plc 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 includes customary representations, warranties, and covenants, including financial covenants that require Aon to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At December 31, 2025, Aon did not have borrowings under either of these primary committed credit facilities, and was in compliance with the financial covenants and all other covenants contained therein during the rolling year ended December 31, 2025.
Commercial Paper
Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Programs”). Commercial paper, which is included in Short-term debt and current portion of long-term debt in the Company’s Consolidated Statements of Financial Position, may be issued in aggregate principal amounts of up to approximately $1.3 billion under the U.S. Program and €625 million ($736 million at December 31, 2025 exchange rates) under the European Program, not to exceed the amount of the Company’s committed credit facilities, which was $2.0 billion at December 31, 2025. The aggregate capacity of the Commercial Paper Program remains fully backed by the Company’s committed credit facilities. The U.S. Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc and the European Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Corporation. As of December 31, 2025 and 2024, the Company had repaid all issued commercial paper and had no commercial paper outstanding.
The weighted average commercial paper outstanding and its related interest rates are as follows (in millions, except percentages):
| Years Ended December 31 | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Weighted average commercial paper outstanding | $ | 385 | $ | 121 | ||||||||||
| Weighted average interest rate of commercial paper outstanding | 4.24 | % | 5.59 | % |
Cash Interest Paid
Cash paid for interest was $796 million, $658 million, and $446 million for the years ended December 31, 2025, 2024, and 2023, respectively. Cash paid relates to interest on Aon’s senior notes, delayed draw term loan, and commercial paper.
9. Lease Commitments
The Company leases office facilities, equipment, and automobiles, whereas of December 31, 2025, all significant leases remaining are classified as operating leases. The classification of leased asset and liability balances within the Consolidated Statements of Financial Position are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||
| Operating lease assets | Operating lease right-of-use assets | $ | 677 | $ | 711 | ||||||||||||||||||||||||||||||||||||
| Finance lease assets | Other non-current assets | — | 9 | ||||||||||||||||||||||||||||||||||||||
| Total lease assets | $ | 677 | $ | 720 | |||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Current lease liabilities | |||||||||||||||||||||||||||||||||||||||||
| Operating | Other current liabilities | $ | 181 | $ | 176 | ||||||||||||||||||||||||||||||||||||
| Finance | Other current liabilities | — | 15 | ||||||||||||||||||||||||||||||||||||||
| Non-current lease liabilities | |||||||||||||||||||||||||||||||||||||||||
| Operating | Non-current operating lease liabilities | 641 | 685 | ||||||||||||||||||||||||||||||||||||||
| Finance | Other non-current liabilities | — | — | ||||||||||||||||||||||||||||||||||||||
| Total lease liabilities | $ | 822 | $ | 876 |
The components of lease costs are as follows (in millions):
| Years Ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Operating lease cost | $ | 223 | $ | 225 | ||||
| Finance lease costs | ||||||||
| Amortization of leased assets | — | 9 | ||||||
| Interest on lease liabilities | — | — | ||||||
| Variable lease cost | 37 | 39 | ||||||
| Short-term lease cost (1) | 15 | 15 | ||||||
| Sublease income | (5) | (5) | ||||||
| Net lease cost | $ | 270 | $ | 283 |
(1) Short-term lease cost does not include expenses related to leases with a lease term of one month or less.
Weighted average remaining lease term and discount rate related to operating and finance leases are as follows:
| As of December 31 | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Weighted average remaining lease term (years) | |||||||||||||||||||||||||||||||||||
| Operating leases | 5.6 | 6.0 | |||||||||||||||||||||||||||||||||
| Finance leases | — | 0.5 | |||||||||||||||||||||||||||||||||
| Weighted average discount rate | |||||||||||||||||||||||||||||||||||
| Operating leases | 4.5 | % | 4.2 | % | |||||||||||||||||||||||||||||||
| Finance leases | — | % | 1.0 | % |
Other cash and non-cash related activities are as follows (in millions):
| Years Ended December 31 | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||||||||||||||||||||||||
| Operating cash flows for operating leases | $ | 241 | $ | 193 | ||||||||||||||||||||||||||||||||||
| Financing cash flows for finance leases | $ | 15 | $ | 18 | ||||||||||||||||||||||||||||||||||
| Non-cash related activities | ||||||||||||||||||||||||||||||||||||||
| ROU assets obtained in exchange for new operating lease liabilities | $ | 133 | $ | 116 | ||||||||||||||||||||||||||||||||||
| Operating lease ROU asset expense (1) | $ | 160 | $ | 186 | ||||||||||||||||||||||||||||||||||
| Changes in Non-current operating lease liabilities (1) | $ | (44) | $ | 44 | ||||||||||||||||||||||||||||||||||
(1)The Company has presented non-cash changes in Operating lease ROU assets and Non-current operating lease liabilities within Other assets and liabilities in Cash flows from operations within the Consolidated Statements of Cash Flows.
Maturity analysis of leases as of December 31, 2025 is as follows (in millions):
| 2026 | $ | 206 | |||||||||||||||||||||||||||
| 2027 | 195 | ||||||||||||||||||||||||||||
| 2028 | 164 | ||||||||||||||||||||||||||||
| 2029 | 118 | ||||||||||||||||||||||||||||
| 2030 | 75 | ||||||||||||||||||||||||||||
| Thereafter | 172 | ||||||||||||||||||||||||||||
| Total undiscounted future minimum lease payments | 930 | ||||||||||||||||||||||||||||
| Less: Imputed interest | (108) | ||||||||||||||||||||||||||||
| Present value of lease liabilities | $ | 822 |
10. Income Taxes
Income before income tax and the provision for income tax consist of the following (in millions):
| Years Ended December 31 | |||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||
| Income before income taxes: | |||||||||||||||||||||||
| Ireland | $ | 162 | $ | 52 | $ | 31 | |||||||||||||||||
| U.K. | 663 | 782 | 338 | ||||||||||||||||||||
| U.S. | 1,220 | 854 | 219 | ||||||||||||||||||||
| Other | 2,714 | 1,774 | 2,581 | ||||||||||||||||||||
| Total | $ | 4,759 | $ | 3,462 | $ | 3,169 | |||||||||||||||||
| Income tax expense: | |||||||||||||||||||||||
| Current: | |||||||||||||||||||||||
| Ireland | $ | 12 | $ | 13 | $ | 4 | |||||||||||||||||
| U.K. | 164 | 233 | 185 | ||||||||||||||||||||
| U.S. federal | 422 | 292 | 240 | ||||||||||||||||||||
| U.S. state and local | 110 | 79 | 74 | ||||||||||||||||||||
| Other | 442 | 436 | 411 | ||||||||||||||||||||
| Total current tax expense | $ | 1,150 | $ | 1,053 | $ | 914 | |||||||||||||||||
| Deferred tax expense (benefit): | |||||||||||||||||||||||
| Ireland | $ | (1) | $ | — | $ | — | |||||||||||||||||
| U.K. | (44) | (169) | (116) | ||||||||||||||||||||
| U.S. federal | (92) | (83) | (126) | ||||||||||||||||||||
| U.S. state and local | 20 | (71) | (39) | ||||||||||||||||||||
| Other | (24) | 12 | (92) | ||||||||||||||||||||
| Total deferred tax expense (benefit) | $ | (141) | $ | (311) | $ | (373) | |||||||||||||||||
| Total income tax expense | $ | 1,009 | $ | 742 | $ | 541 |
Income before income taxes shown above may, in some cases, be subject to taxation in more than one country, and as a result the income tax provision shown above as Ireland, U.K., U.S. or Other may not correspond to the geographic attribution of the earnings.
The Company performs a reconciliation of the income tax provisions based on its domicile and statutory rate at each reporting period. The reconciliation of the income tax provisions based on the Irish statutory corporate tax rate of 25% to the provisions reflected in the Consolidated Financial Statements is as follows:
| Year Ended December 31 | |||||||||||||||||
| 2025 | |||||||||||||||||
| $ | % | ||||||||||||||||
| Provision for income taxes at the Irish statutory tax rate | $1,190 | 25.0% | |||||||||||||||
| Foreign Tax Effects | |||||||||||||||||
| United States | |||||||||||||||||
| State and local income taxes, net of federal income tax effect | 83 | 1.7 | |||||||||||||||
| Effect of cross-border tax laws | (60) | (1.3) | |||||||||||||||
| Other | (2) | — | |||||||||||||||
| Bermuda | |||||||||||||||||
| Deferred tax adjustment | (143) | (3.0) | |||||||||||||||
| Changes in valuation allowances | 114 | 2.4 | |||||||||||||||
| Other | (1) | — | |||||||||||||||
| Singapore | |||||||||||||||||
| Incentive | (120) | (2.5) | |||||||||||||||
| Statutory tax rate difference between Singapore and Ireland | (101) | (2.1) | |||||||||||||||
| Other | (37) | (0.8) | |||||||||||||||
| Other foreign jurisdictions | (5) | (0.1) | |||||||||||||||
| Changes in unrecognized tax benefits | 121 | 2.5 | |||||||||||||||
| Other adjustments | (30) | (0.6) | |||||||||||||||
| Income tax expense and effective tax rate | $1,009 | 21.2% |
Below is a reconciliation of the Irish statutory corporate tax rate and the Company’s effective tax rate for the years ended December 31, 2024 and 2023.
| Years Ended December 31 | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Statutory tax rate | 25.0% | 25.0% | |||||||||||||||
| U.S. state income taxes, net of U.S. federal benefit | 0.7 | 0.6 | |||||||||||||||
| Taxes on international operations (1) | (9.3) | (11.2) | |||||||||||||||
| Nondeductible expenses | 1.8 | 3.2 | |||||||||||||||
| Adjustments to prior year tax requirements | 0.8 | 0.5 | |||||||||||||||
| Deferred tax adjustments, including statutory rate changes | (0.1) | (0.3) | |||||||||||||||
| Deferred tax adjustments, international earnings | 1.1 | 0.7 | |||||||||||||||
| Adjustments to valuation allowances | (0.1) | (2.5) | |||||||||||||||
| Change in uncertain tax positions | 2.3 | 2.6 | |||||||||||||||
| Excess tax benefits related to shared based compensation (2) | (0.7) | (1.6) | |||||||||||||||
| Capital and other losses | — | — | |||||||||||||||
| Other — net | (0.1) | 0.1 | |||||||||||||||
| Effective tax rate | 21.4% | 17.1% |
(1)The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 25.0% and 25.0% at December 31, 2024, and 2023, respectively. The benefit to the Company’s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures and the tax holiday in Singapore.
(2)Excess tax benefits and deficiencies from share-based payment transactions are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Income.
The Company has elected to account for GILTI in the period in which it is incurred, and therefore has not provided deferred tax impacts of GILTI in its Consolidated Financial Statements.
Cash taxes paid (net of refunds) by jurisdiction:
| Year Ended December 31 | |||||||||||
| 2025 | |||||||||||
| Federal (Ireland) | $ | 11 | |||||||||
| Foreign | |||||||||||
| United States federal | $ | 247 | |||||||||
| United Kingdom | $ | 240 | |||||||||
| Canada | $ | 74 | |||||||||
| Singapore | $ | 54 | |||||||||
| All other foreign | $ | 410 | |||||||||
| Cash taxes paid (net of refunds) | $ | 1,036 |
The Company’s total cash taxes paid, net of refunds, were $1,053 million and $740 million for the years ended December 31, 2024 and 2023, respectively.
The components of the Company’s deferred tax assets and liabilities are as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss, capital loss, interest, and tax credit carryforwards | $ | 1,682 | $ | 1,576 | |||||||
| Employee benefit plans | 325 | 359 | |||||||||
| Lease liabilities | 157 | 171 | |||||||||
| Other accrued expenses | 166 | 176 | |||||||||
| Federal and state benefit of interest from uncertain tax positions | 127 | 99 | |||||||||
| Accrued interest | 16 | 102 | |||||||||
| Deferred revenue | 34 | 31 | |||||||||
| Investment basis differences (1) | 5 | (42) | |||||||||
| Other | 58 | 56 | |||||||||
| Total | 2,570 | 2,528 | |||||||||
| Valuation allowance on deferred tax assets | (306) | (202) | |||||||||
| Total | $ | 2,264 | $ | 2,326 | |||||||
| Deferred tax liabilities: | |||||||||||
| Intangibles and property, plant and equipment | $ | (1,367) | $ | (1,512) | |||||||
| Deferred costs | (184) | (160) | |||||||||
| Lease right-of-use asset | (125) | (139) | |||||||||
| Unremitted earnings | (55) | (66) | |||||||||
| Other accrued expenses | (23) | (21) | |||||||||
| Unrealized foreign exchange gains | (41) | (36) | |||||||||
| Other | (61) | (57) | |||||||||
| Total | $ | (1,856) | $ | (1,991) | |||||||
| Net deferred tax asset | $ | 408 | $ | 335 |
(1)The balance was in a liability position for the comparable period.
Deferred income taxes (assets and liabilities have been netted by jurisdiction) have been classified in the Consolidated Statements of Financial Position as follows (in millions):
| As of December 31 | 2025 | 2024 | |||||||||||||||
| Deferred tax assets — non-current | 748 | 654 | |||||||||||||||
| Deferred tax liabilities — non-current | (340) | (319) | |||||||||||||||
| Net deferred tax asset | 408 | 335 |
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income. Valuation allowances have been established primarily with regard to the tax benefits of certain tax credits, net operating loss carryforwards, and capital loss carryforwards. Valuation allowances increased by $104 million as of December 31, 2025, when compared to December 31, 2024. The change is primarily attributable to the establishment of a valuation allowance related to certain intangible assets, partially offset by a release of valuation allowances related to certain foreign tax credits.
The Company generally intends to limit distributions from foreign subsidiaries in excess of U.S. tax earnings and profits (except where distributions would be limited by available cash) and to limit repatriations from certain other jurisdictions that would otherwise generate a U.S. tax liability. As of December 31, 2025, the Company has accrued $55 million for local country income taxes, withholding taxes and state income taxes on those undistributed earnings that are not indefinitely reinvested. The Company has not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to these accumulated undistributed earnings, as these outside basis differences are indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable.
The Company had the following carryforwards (in millions):
| As of December 31 | 2025 | 2024 | |||||||||||||||
| U.K. | |||||||||||||||||
| Operating loss carryforwards | $ | 1,587 | $ | 1,499 | |||||||||||||
| Capital loss carryforwards | $ | 593 | $ | 557 | |||||||||||||
| Interest carryforwards | $ | 112 | $ | 85 | |||||||||||||
| U.S. | |||||||||||||||||
| Federal operating loss carryforwards | $ | 1 | $ | 2 | |||||||||||||
| Federal interest carryforwards | $ | 4,117 | $ | 3,743 | |||||||||||||
| Federal foreign tax credit carryforwards | $ | 25 | $ | 29 | |||||||||||||
| State operating loss carryforwards | $ | 1,348 | $ | 1,822 | |||||||||||||
| State interest carryforwards | $ | 2,427 | $ | 2,303 | |||||||||||||
| Other Non-U.S. | |||||||||||||||||
| Operating loss carryforwards | $ | 453 | $ | 339 | |||||||||||||
| Capital loss carryforwards | $ | 10 | $ | 9 | |||||||||||||
| Interest carryforwards | $ | 176 | $ | 126 |
The U.K. operating losses and capital losses have an indefinite carryforward period. The federal operating loss carryforwards generated through December 31, 2017 expire at various dates between 2034 and 2036 while federal operating loss carryforwards generated after this date have indefinite carryforward periods. State net operating losses as of December 31, 2025 have various carryforward periods and will begin to expire in 2026. Federal and state interest carryforwards have indefinite carryforward periods. Foreign tax credits can be carried forward for ten years and will begin to expire in 2029. Operating and capital losses in other non-U.S. jurisdictions have various carryforward periods and will begin to expire in 2026. The interest carryforwards in other non-U.S. jurisdictions have an indefinite carryforward period.
During 2012, the Company was granted a tax holiday for the period from October 1, 2012 through September 30, 2022, with respect to withholding taxes and certain income derived from services in Singapore. The Company has been granted a new incentive for the period October 1, 2022 to September 30, 2032. The new incentive provides for a reduced withholding tax rate and a reduced tax rate on certain income derived from services in Singapore, as long as certain conditions are met.
The benefit realized was approximately $120 million, $96 million, and $93 million during the years ended December 31, 2025, 2024, and 2023, respectively. The impact of this tax holiday on diluted earnings per share was $0.55, $0.45, and $0.45 during the years ended December 31, 2025, 2024, and 2023, respectively.
Uncertain Tax Positions
The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions):
| 2025 | 2024 | ||||||||||||||||
| Balance at January 1 | $ | 722 | $ | 637 | |||||||||||||
| Additions based on tax positions related to the current year | 52 | 39 | |||||||||||||||
| Additions for tax positions of prior years | 14 | 1 | |||||||||||||||
| Reductions for tax positions of prior years | (12) | (5) | |||||||||||||||
| Settlements | — | (1) | |||||||||||||||
| Business combinations | (1) | 61 | |||||||||||||||
| Lapse of statute of limitations | (8) | (10) | |||||||||||||||
| Foreign currency translation | — | — | |||||||||||||||
| Balance at December 31 | $ | 767 | $ | 722 |
The Company’s liability for uncertain tax positions as of December 31, 2025, 2024, and 2023, includes $689 million, $643 million, and $570 million, respectively, related to amounts that would impact the effective tax rate if recognized.
The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $96 million, $73 million, and $62 million, in 2025, 2024, and 2023, respectively. The Company recorded a liability for interest and penalties of $421 million, $325 million, and $244 million as of December 31, 2025, 2024, and 2023, respectively.
The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2014. The Company has concluded income tax examinations in its primary non-U.S. jurisdictions through 2007.
11. Shareholders’ Equity
Distributable Profits
The Company is 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). We believe that we have the ability to create sufficient distributable profits for the foreseeable future.
Ordinary Shares
Aon has a share repurchase program authorized by the Company’s Board of Directors (“the Repurchase Program”). 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.
Under the Repurchase Program, the Company’s class A ordinary shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions and will be funded from available capital.
The following table summarizes the Company’s share repurchase activity (in millions, except per share data):
| Years Ended December 31 | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Shares repurchased | 2.7 | 3.1 | ||||||||||||
| Average price per share | $ | 365.91 | $ | 325.56 | ||||||||||
| Repurchase costs recorded to accumulated deficit | $ | 1,000 | $ | 1,000 |
At December 31, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $1.3 billion. Under the Repurchase Program, the Company has repurchased a total of 174.9 million shares for an aggregate cost of approximately $26.2 billion.
Weighted Average Ordinary Shares
Weighted average ordinary shares outstanding are as follows (in millions):
| Years Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Basic weighted average ordinary shares outstanding | 215.9 | 211.4 | 203.5 | ||||||||||||||
| Dilutive effect of potentially issuable shares | 1.2 | 1.1 | 1.5 | ||||||||||||||
| Diluted weighted average ordinary shares outstanding | 217.1 | 212.5 | 205.0 |
Potentially issuable shares are not included in the computation of Diluted net income per share attributable to Aon shareholders if their inclusion would be antidilutive. There were an insignificant number of shares excluded from the calculation in 2025, 2024, and 2023.
Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):
| Change in Fair Value of Financial Instruments (1) | Foreign Currency Translation Adjustments | Postretirement Benefit Obligation (2) | Total | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | (11) | $ | (1,861) | $ | (2,751) | $ | (4,623) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 8 | 278 | (212) | 74 | |||||||||||||||||||
| Tax benefit (expense) | (1) | (1) | 54 | 52 | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net | 7 | 277 | (158) | 126 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income: | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | 8 | — | 159 | 167 | |||||||||||||||||||
| Tax expense | (2) | — | (41) | (43) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net | 6 | — | 118 | 124 | |||||||||||||||||||
| Net current period other comprehensive income (loss) | 13 | 277 | (40) | 250 | |||||||||||||||||||
| Balance at December 31, 2023 | $ | 2 | $ | (1,584) | $ | (2,791) | $ | (4,373) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||
| Other comprehensive loss before reclassifications | 99 | (479) | (110) | (490) | |||||||||||||||||||
| Tax benefit (expense) | (26) | 12 | 27 | 13 | |||||||||||||||||||
| Other comprehensive loss before reclassifications, net | 73 | (467) | (83) | (477) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | (2) | — | 143 | 141 | |||||||||||||||||||
| Tax benefit (expense) | 1 | — | (37) | (36) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net | (1) | — | 106 | 105 | |||||||||||||||||||
| Net current period other comprehensive income (loss) | 72 | (467) | 23 | (372) | |||||||||||||||||||
| Balance at December 31, 2024 | $ | 74 | $ | (2,051) | $ | (2,768) | $ | (4,745) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||
| Other comprehensive loss before reclassifications | 14 | 839 | (58) | 795 | |||||||||||||||||||
| Tax benefit (expense) | (3) | (13) | 19 | 3 | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net | 11 | 826 | (39) | 798 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | (8) | — | 148 | 140 | |||||||||||||||||||
| Tax benefit (expense) | 1 | — | (37) | (36) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net | (7) | — | 111 | 104 | |||||||||||||||||||
| Net current period other comprehensive income | 4 | 826 | 72 | 902 | |||||||||||||||||||
| Balance at December 31, 2025 | $ | 78 | $ | (1,225) | $ | (2,696) | $ | (3,843) |
(1)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Total revenue, Interest expense, and Compensation and benefits in the Consolidated Statements of Income. Refer to Note 14 “Derivatives and Hedging” for further information regarding the Company’s derivative and hedging activity.
(2)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense) in the Consolidated Statements of Income.
12. Employee Benefits
Defined Contribution Savings Plans
Aon maintains defined contribution savings plans for the benefit of its employees. The expense recognized for these plans is included in Compensation and benefits in the Consolidated Statements of Income. The expense for the significant plans in the U.S., U.K., Netherlands, and Canada is as follows (in millions):
| Years Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| U.S. | $ | 138 | $ | 124 | $ | 114 | |||||||||||
| U.K. | 59 | 55 | 52 | ||||||||||||||
| Netherlands and Canada | 34 | 33 | 33 | ||||||||||||||
| Total | $ | 231 | $ | 212 | $ | 199 |
Pension and Other Postretirement Benefits
The Company sponsors defined benefit pension and postretirement health and welfare plans that provide retirement, medical, and life insurance benefits. The postretirement health care plans are contributory, with retiree contributions adjusted annually, and the life insurance and pension plans are generally noncontributory. The significant U.S., U.K., Netherlands, and Canada pension plans are closed to new entrants.
Pension Plans
The following tables provide a reconciliation of the changes in the projected benefit obligations and fair value of assets for the years ended December 31, 2025 and 2024, and a statement of the funded status as of December 31, 2025 and 2024, for Aon’s significant U.K., U.S., and other major pension plans, which are located in the Netherlands and Canada. These plans represent approximately 86% of the Company’s projected benefit obligations.
| U.K. | U.S. | Other | |||||||||||||||||||||||||||||||||
| (millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Change in projected benefit obligation | |||||||||||||||||||||||||||||||||||
| At January 1 | $ | 2,813 | $ | 3,233 | $ | 2,040 | $ | 2,199 | $ | 1,087 | $ | 1,129 | |||||||||||||||||||||||
| Service cost | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Interest cost | 152 | 145 | 102 | 100 | 39 | 39 | |||||||||||||||||||||||||||||
| Plan amendment | 4 | 7 | — | — | — | — | |||||||||||||||||||||||||||||
| Settlements | — | — | (3) | — | — | — | |||||||||||||||||||||||||||||
| Transfers | 4 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Actuarial (gain) loss | (56) | (353) | 95 | (116) | 8 | 36 | |||||||||||||||||||||||||||||
| Benefit payments | (205) | (176) | (151) | (143) | (47) | (44) | |||||||||||||||||||||||||||||
| Foreign currency impact | 216 | (43) | — | — | 119 | (73) | |||||||||||||||||||||||||||||
| As of December 31 | $ | 2,928 | $ | 2,813 | $ | 2,083 | $ | 2,040 | $ | 1,206 | $ | 1,087 | |||||||||||||||||||||||
| Accumulated benefit obligation at end of year | $ | 2,928 | $ | 2,813 | $ | 2,083 | $ | 2,040 | $ | 1,197 | $ | 1,077 | |||||||||||||||||||||||
| Change in fair value of plan assets | |||||||||||||||||||||||||||||||||||
| At January 1 | $ | 3,291 | $ | 3,775 | $ | 1,425 | $ | 1,499 | $ | 1,032 | $ | 1,069 | |||||||||||||||||||||||
| Actual return on plan assets | 139 | (261) | 150 | 26 | 39 | 65 | |||||||||||||||||||||||||||||
| Employer Contributions (1) | (43) | 4 | 83 | 43 | 12 | 11 | |||||||||||||||||||||||||||||
| Settlements | — | — | (3) | — | — | — | |||||||||||||||||||||||||||||
| Transfers | 3 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Benefit payments | (205) | (176) | (151) | (143) | (47) | (44) | |||||||||||||||||||||||||||||
| Foreign currency impact | 252 | (51) | — | — | 116 | (69) | |||||||||||||||||||||||||||||
| As of December 31 | $ | 3,437 | $ | 3,291 | $ | 1,504 | $ | 1,425 | $ | 1,152 | $ | 1,032 | |||||||||||||||||||||||
| Market related value at end of year | $ | 3,437 | $ | 3,291 | $ | 1,661 | $ | 1,731 | $ | 1,152 | $ | 1,032 | |||||||||||||||||||||||
| Amount recognized in Statement of Financial Position as of December 31 | |||||||||||||||||||||||||||||||||||
| Funded status | $ | 509 | $ | 478 | $ | (579) | $ | (615) | $ | (54) | $ | (55) | |||||||||||||||||||||||
| Unrecognized prior-service cost | 48 | 43 | — | — | (6) | (5) | |||||||||||||||||||||||||||||
| Unrecognized loss | 1,893 | 1,854 | 1,304 | 1,276 | 473 | 419 | |||||||||||||||||||||||||||||
| Net amount recognized | $ | 2,450 | $ | 2,375 | $ | 725 | $ | 661 | $ | 413 | $ | 359 |
(1)Included in employer contributions are $47 million of assets transferred from the defined benefit pension plan to fund employer contributions in the defined contribution plan, reducing the plan assets in UK plans.
In 2025, the net actuarial gains decreased the benefit obligation for the UK, primarily due to the increase in discount rates. During 2025, for the US and other major pension plans, net actuarial losses increased the benefit obligation, primarily due to an decrease in discount rates. In 2024, the net actuarial gains decreased the benefit obligation primarily due to the increase in discount rates.
Amounts recognized in the Consolidated Statements of Financial Position consist of (in millions):
| U.K. | U.S. | Other | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Prepaid benefit cost (1) | $ | 521 | $ | 505 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Accrued benefit liability - current (2) | (1) | (1) | (43) | (42) | (4) | (4) | |||||||||||||||||||||||||||||
| Accrued benefit liability - non-current (3) | (11) | (26) | (536) | (573) | (50) | (51) | |||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | 1,941 | 1,897 | 1,304 | 1,276 | 467 | 414 | |||||||||||||||||||||||||||||
| Net amount recognized | $ | 2,450 | $ | 2,375 | $ | 725 | $ | 661 | $ | 413 | $ | 359 |
(1)Included in Prepaid pension.
(2)Included in Other current liabilities.
(3)Included in Pension, other postretirement, and postemployment liabilities.
Amounts recognized in Accumulated other comprehensive loss (income) that have not yet been recognized as components of net periodic benefit cost at December 31, 2025 and 2024 consist of (in millions):
| U.K. | U.S. | Other | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Net loss | $ | 1,893 | $ | 1,854 | $ | 1,304 | $ | 1,276 | $ | 473 | $ | 419 | |||||||||||||||||||||||
| Prior service cost (income) | 48 | 43 | — | — | (6) | (5) | |||||||||||||||||||||||||||||
| Total | $ | 1,941 | $ | 1,897 | $ | 1,304 | $ | 1,276 | $ | 467 | $ | 414 |
In 2025, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $2.1 billion, an ABO of $2.1 billion, and plan assets with a fair value of $1.5 billion. U.K. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $100 million, an ABO of $100 million and, plan assets with a fair value of $88 million. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.1 billion and plan assets with a fair value of $1.0 billion, and other plans with an ABO in excess of the fair value of plan assets had an ABO of $213 million and plan assets with a fair value of $165 million.
In 2024, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $2.0 billion, an ABO of $2.0 billion, and plan assets with a fair value of $1.4 billion. U.K. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $110 million, an ABO of $110 million and, plan assets with a fair value of $82 million. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.0 billion and plan assets with a fair value of $0.9 billion, and other plans with an ABO in excess of the fair value of plan assets had an ABO of $210 million and plan assets with a fair value of $161 million.
Service cost is reported in Compensation and benefits and all other components are reported in Other income (expense) as follows (in millions):
| U.K. | U.S. | Other | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||
| Interest cost | 152 | 145 | 147 | 102 | 100 | 103 | 39 | 39 | 41 | ||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets, net of administration expenses | (180) | (188) | (190) | (120) | (135) | (119) | (53) | (54) | (48) | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior-service cost | 3 | 2 | 2 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss | 90 | 82 | 75 | 35 | 36 | 34 | 14 | 13 | 13 | ||||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit (income) cost | 64 | 41 | 34 | 18 | 1 | 18 | 1 | (2) | 6 | ||||||||||||||||||||||||||||||||||||||||||||
| Settlement expense | — | — | — | — | — | — | — | — | 27 | ||||||||||||||||||||||||||||||||||||||||||||
| Total net periodic benefit cost (income) | $ | 64 | $ | 41 | $ | 34 | $ | 18 | $ | 1 | $ | 18 | $ | 1 | $ | (2) | $ | 33 |
The Company uses a full-yield curve approach in the estimation of the service and interest cost components of net periodic pension and postretirement benefit cost for its major pension and other postretirement benefit plans. This estimation was
obtained by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
In May 2023, to further its pension de-risking strategy, the Company settled certain pension obligations in the Netherlands through the purchase of an annuity. A non-cash settlement charge of approximately $27 million was recognized.
The weighted-average assumptions used to determine benefit obligations are as follows:
| U.K. | U.S. (1) | Other | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Discount rate | 5.56% | 5.55% | 4.58 - 5.28% | 5.18 - 5.52% | 4.20 - 4.78% | 3.26 - 4.63% | |||||||||||||||||||||||||||||
| Rate of compensation increase | 3.29 - 3.69% | 3.44 - 3.94% | N/A | N/A | 1.00 - 3.00% | 1.00 - 3.00% | |||||||||||||||||||||||||||||
| Underlying price inflation | 2.29% | 2.44% | N/A | N/A | 2.00% | 2.00% |
(1)U.S. pension plans are frozen and therefore not impacted by compensation increases or price inflation.
The weighted-average assumptions used to determine the net periodic benefit cost are as follows:
| U.K. | U.S. | Other | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
| Discount rate | 5.32% | 4.55% | 4.95% | 4.93 - 5.24% | 4.65 - 4.72% | 4.80 - 4.91% | 3.20 - 4.27% | 3.04 - 4.63% | 3.35 - 5.15% | ||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets, net of administration expenses | 5.24% | 5.14% | 5.34% | 7.08% | 7.79% | 6.82% | 4.35 - 4.90% | 4.40 - 5.50% | 4.20 - 4.85% | ||||||||||||||||||||||||||||||||||||||||||||
| Rate of compensation increase | 3.44 - 3.94% | 3.38 - 3.88% | 3.59 - 4.09% | N/A | N/A | N/A | 1.00 - 3.00% | 1.00 - 3.00% | 1.00 - 3.00% |
Expected Return on Plan Assets
To determine the expected long-term rate of return on plan assets, the historical performance, investment community forecasts, and current market conditions are analyzed to develop expected returns for each asset class used by the plans. The expected returns for each asset class are weighted by the target allocations of the plans. The expected return of 7.08% on U.S. plan assets reflects a portfolio that is seeking asset growth through a higher equity allocation while maintaining prudent risk levels. The portfolio contains certain assets that have historically resulted in higher returns, as well as other financial instruments to minimize downside risk.
Fair value of plan assets
The Company determined the fair value of plan assets through numerous procedures based on the asset class and available information. Refer to Note 15 “Fair Value Measurements and Financial Instruments” for a description of the procedures performed to determine the fair value of the plan assets.
The fair values of the Company’s U.S. pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):
| Fair Value Measurements Using | |||||||||||||||||||||||
| Asset Category | Balance at December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Cash and cash equivalents (1) | $ | 26 | $ | 26 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Equity securities | — | — | — | — | |||||||||||||||||||
| Equity derivatives | — | — | — | — | |||||||||||||||||||
| Pooled funds (2) | 481 | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Corporate bonds | 98 | — | 98 | — | |||||||||||||||||||
| Government and agency bonds | 291 | 256 | 35 | — | |||||||||||||||||||
| Fixed Income Derivatives | 4 | — | 4 | — | |||||||||||||||||||
| Pooled funds (2) | 374 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Real estate (2) (3) | 128 | — | — | — | |||||||||||||||||||
| Alternative investments (2) (4) | 134 | — | — | — | |||||||||||||||||||
| Other (5) | (32) | (27) | (5) | — | |||||||||||||||||||
| Total | $ | 1,504 | $ | 255 | $ | 132 | $ | — |
| Fair Value Measurements Using | |||||||||||||||||||||||
| Asset Category | Balance at December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Cash and cash equivalents (1) | $ | 14 | $ | 14 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Equity securities | — | — | — | — | |||||||||||||||||||
| Equity derivatives | — | — | — | — | |||||||||||||||||||
| Pooled funds (2) | 427 | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Corporate bonds | 92 | — | 92 | — | |||||||||||||||||||
| Government and agency bonds | 252 | 218 | 34 | — | |||||||||||||||||||
| Fixed Income Derivatives | 3 | — | 3 | — | |||||||||||||||||||
| Pooled funds (2) | 339 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Real estate (2)(3) | 127 | — | — | — | |||||||||||||||||||
| Alternative investments (2) (4) | 171 | — | — | — | |||||||||||||||||||
| Total | $ | 1,425 | $ | 232 | $ | 129 | $ | — |
(1)Consists of cash and institutional short-term investment funds.
(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
(3)Consists of property funds and trusts holding direct real estate investments.
(4)Consists of limited partnerships, private equity, and hedge funds.
(5)Includes unsettled investment transactions for pending trade purchases and sales presented on a net basis.
The fair values of the Company’s major U.K. pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):
| Fair Value Measurements Using | |||||||||||||||||||||||
| Balance at December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Cash and cash equivalents (1) | $ | 75 | $ | 75 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Pooled funds (2) | 84 | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Derivatives (3) | (592) | — | (592) | — | |||||||||||||||||||
| Corporate bonds | 220 | — | 220 | — | |||||||||||||||||||
| Government and agency bonds | 1,187 | 1,187 | — | — | |||||||||||||||||||
| Annuities | 1,414 | — | — | 1,414 | |||||||||||||||||||
| Pooled funds (2) | 399 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Real estate (2) (4) | 49 | — | — | — | |||||||||||||||||||
| Pooled funds (2) (5) | 601 | — | — | — | |||||||||||||||||||
| Total | $ | 3,437 | $ | 1,262 | $ | (372) | $ | 1,414 |
| Fair Value Measurements Using | |||||||||||||||||||||||
| Balance at December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Cash and cash equivalents (1) | $ | 98 | $ | 98 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Pooled funds (2) | — | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Derivatives (3) | (129) | — | (129) | — | |||||||||||||||||||
| Government and agency bonds | 1,397 | 1,397 | — | — | |||||||||||||||||||
| Annuities | 1,329 | — | — | 1,329 | |||||||||||||||||||
| Pooled funds (2) | 168 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Real estate (2) (4) | 58 | — | — | — | |||||||||||||||||||
| Pooled funds (2) (5) | 370 | — | — | — | |||||||||||||||||||
| Total | $ | 3,291 | $ | 1,495 | $ | (129) | $ | 1,329 |
(1)Consists of cash and institutional short-term investment funds.
(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
(3)Consists of equity securities and equity derivatives, including repurchase agreements.
(4)Consists of property funds and trusts holding direct real estate investments.
(5)Consists of multi-strategy limited partnerships, private equity, hedge funds, and collective investment schemes with a diversified portfolio of cash, equities, equity related securities, derivatives, and/or fixed income securities.
The following table presents the changes in the Level 3 fair-value category in the Company’s U.K. pension plans for the years ended December 31, 2025 and December 31, 2024 (in millions):
| Fair Value Measurements Using Level 3 Inputs | Annuities | ||||
| Balance at January 1, 2024 | $ | 1,510 | |||
| Actual return on plan assets: | |||||
| Relating to assets still held at December 31, 2024 | (157) | ||||
| Foreign exchange | (24) | ||||
| Balance at December 31, 2024 | 1,329 | ||||
| Actual return on plan assets: | |||||
| Relating to assets still held at December 31, 2025 | (19) | ||||
| Foreign exchange | 104 | ||||
| Balance at December 31, 2025 | $ | 1,414 |
The fair values of the Company’s other major pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):
| Fair Value Measurements Using | |||||||||||||||||||||||
| Balance at December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Cash and cash equivalents (1) | $ | 18 | $ | 18 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Equity securities | 69 | 69 | — | — | |||||||||||||||||||
| Pooled funds (2) | 236 | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Government and agency bonds | 255 | 255 | — | — | |||||||||||||||||||
| Derivatives | (4) | — | (4) | — | |||||||||||||||||||
| Pooled funds (2) | 516 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Alternative investments (2) (3) | 55 | — | — | — | |||||||||||||||||||
| Real estate (2) (4) | 7 | — | — | — | |||||||||||||||||||
| Total | $ | 1,152 | $ | 342 | $ | (4) | $ | — |
| Fair Value Measurements Using | |||||||||||||||||||||||
| Balance at December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Cash and cash equivalents (1) | $ | 18 | $ | 18 | $ | — | $ | — | |||||||||||||||
| Equity investments: | |||||||||||||||||||||||
| Equity securities | 55 | 55 | — | — | |||||||||||||||||||
| Pooled funds (2) | 208 | — | — | — | |||||||||||||||||||
| Fixed income investments: | |||||||||||||||||||||||
| Government and agency bonds | 237 | 237 | — | — | |||||||||||||||||||
| Derivatives | (12) | — | (12) | ||||||||||||||||||||
| Pooled funds (2) | 473 | — | — | — | |||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| Alternative investments (2) (3) | 47 | — | — | — | |||||||||||||||||||
| Real estate (2) (4) | 6 | — | — | — | |||||||||||||||||||
| Total | $ | 1,032 | $ | 310 | $ | (12) | $ | — |
(1)Consists of cash and institutional short-term investment funds.
(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.
(3)Consists of limited partnerships, private equity, and hedge funds.
(4)Consists of property funds and trusts holding direct real estate investments.
Investment Policy and Strategy
The U.S. investment policy, as established by the RPGIC, seeks reasonable asset growth at prudent risk levels within weighted average target allocations. At December 31, 2025, the weighted average targeted allocation for the U.S. plans was 30% for equity investments, 50% for fixed income investments, and 20% for other investments. Aon believes that plan assets are well-diversified and are of appropriate quality. The investment portfolio asset allocation is reviewed quarterly and re-balanced to be within policy target allocations. The investment policy is reviewed at least annually and revised, as deemed appropriate by the RPGIC. The investment policies for international plans are generally established by the local pension plan trustees and seek to maintain the plans’ ability to meet liabilities and to comply with local minimum funding requirements. Plan assets are invested in diversified portfolios that provide adequate levels of return at an acceptable level of risk. The investment policies are reviewed at least annually and revised, as deemed appropriate to ensure that the objectives are being met. At December 31, 2025, the weighted average targeted allocation for the U.K. and non-U.S. plans was 9% for equity investments, 84% for fixed income investments, and 7% for other investments.
Cash Flows
Contributions
Based on current assumptions, in 2026, the Company expects to contribute approximately $1 million, $81 million, and $11 million to its significant U.K., U.S., and other major pension plans, respectively.
Estimated Future Benefit Payments
Estimated future benefit payments for plans, not including voluntary one-time lump sum payments, are as follows at December 31, 2025 (in millions):
| U.K. | U.S. | Other | ||||||||||||||||||
| 2026 | $ | 218 | $ | 171 | $ | 52 | ||||||||||||||
| 2027 | $ | 226 | $ | 172 | $ | 53 | ||||||||||||||
| 2028 | $ | 234 | $ | 174 | $ | 55 | ||||||||||||||
| 2029 | $ | 243 | $ | 169 | $ | 56 | ||||||||||||||
| 2030 | $ | 252 | $ | 161 | $ | 58 | ||||||||||||||
| 2031 - 2035 | $ | 1,402 | $ | 751 | $ | 316 |
U.S. and Canadian Other Postretirement Benefits
The following table provides an overview of the accumulated PBO, fair value of plan assets, funded status and net amount recognized as of December 31, 2025 and 2024 for the Company’s other significant postretirement benefit plans located in the U.S. and Canada (in millions):
| 2025 | 2024 | ||||||||||
| Accumulated projected benefit obligation | $ | 81 | $ | 79 | |||||||
| Fair value of plan assets | 17 | 16 | |||||||||
| Funded status | (64) | (63) | |||||||||
| Unrecognized (gain) loss | (30) | (26) | |||||||||
| Net amount recognized | $ | (94) | $ | (89) |
Other information related to the Company’s other postretirement benefit plans are as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Net periodic benefit cost recognized (millions) | $3 | $4 | $4 | ||||||||||||||
| Weighted-average discount rate used to determine future benefit obligations | 4.89 - 5.43% | 4.68 - 5.59% | 4.65 - 4.87% | ||||||||||||||
| Weighted-average discount rate used to determine net periodic benefit costs | 4.37 - 5.28% | 4.64 - 4.76% | 4.92 - 5.17% |
Based on current assumptions, the Company expects:
-
The amount in Accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2026 is $2 million net gain.
-
To contribute $4 million to fund significant other postretirement benefit plans during 2026.
-
Estimated future benefit payments will be approximately $5 million each year for 2026 through 2030, and $26 million in aggregate for 2031-2035.
13. Share-Based Compensation Plans
The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):
| Years Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted share units | $ | 297 | $ | 309 | $ | 283 | |||||||||||
| Performance share awards | 124 | 155 | 143 | ||||||||||||||
| Employee share purchase plans and other | 11 | 10 | 12 | ||||||||||||||
| Total share-based compensation expense | 432 | 474 | 438 | ||||||||||||||
| Tax benefit | 87 | 101 | 91 | ||||||||||||||
| Share-based compensation expense, net of tax | $ | 345 | $ | 373 | $ | 347 | |||||||||||
Restricted Share Units
RSUs generally vest between three to five years. The fair value of RSUs is based upon the market value of the Company’s class A ordinary shares at the date of grant, reduced by the present value of estimated dividends foregone during the vesting period where applicable. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized on a straight-line basis over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.
The following table summarizes the status of the Company’s RSUs (shares in thousands, except fair value):
| Shares | Fair Value (1) | ||||||||||
| Non-vested balance at December 31, 2024 | 2,786 | $ | 289 | ||||||||
| Granted | 999 | $ | 364 | ||||||||
| Vested | (1,020) | $ | 284 | ||||||||
| Forfeited | (160) | $ | 303 | ||||||||
| Non-vested balance at December 31, 2025 | 2,605 | $ | 319 |
(1)Represents per share weighted average fair value of award at date of grant.
The weighted-average grant date fair value of the Company's RSU awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $364, $300, and $302, respectively. The fair value of RSUs that vested during 2025, 2024, and 2023 was $385 million, $332 million, and $354 million, respectively.
Unamortized deferred compensation expense amounted to $544 million as of December 31, 2025, with a remaining weighted average amortization period of approximately 2.1 years.
Performance Share Awards
The vesting of PSAs is contingent upon the achievement of certain objectives. The most significant plan is the LPP for which payout is based on a cumulative level of adjusted diluted earnings per share related performance over a three-year period. The actual issuance of shares may range from 0-200% of the target number of LPPs granted, based on the terms of the plan and level of achievement of the related performance target. The grant date fair value of LPPs is based upon the market price of the Company’s class A ordinary shares at the date of grant, reduced by the present value of estimated dividends foregone during the vesting period. The performance conditions are not considered in the determination of the grant date fair value for these awards. Compensation expense is recognized over the performance period based on management’s estimate of the number of units expected to vest. Management evaluates its estimate of the actual number of shares expected to be issued at the end of the programs on a quarterly basis. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to Compensation and benefits in the Consolidated Statements of Income, if necessary. Dividend equivalents are not paid on PSAs.
The following table summarizes the status of the Company's LPPs at 100% of the targeted amount (shares in thousands, except fair value):
| Shares | Fair Value (1) | ||||||||||
| Non-vested balance at December 31, 2024 | 904 | $ | 309 | ||||||||
| Granted | 268 | $ | 384 | ||||||||
| Vested | (285) | $ | 311 | ||||||||
| Forfeited | (24) | $ | 350 | ||||||||
| Non-vested balance at December 31, 2025 | 863 | $ | 331 |
(1)Represents per share weighted average fair value of award at date of grant.
The per share weighted-average grant date fair value of the Company's LPP awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $384, $319, and $298, respectively. The payout of shares in 2025 with respect to the LPP awards granted in 2022 based on performance for the three-year performance period ended 2024 was, in aggregate, 465 thousand shares. The fair value of LPPs that vested during 2025, 2024, and 2023 was $182 million, $226 million, and $296 million, respectively.
Unamortized compensation expense, based on current performance levels, amounted to $110 million as of December 31, 2025, with a remaining weighted average amortization period of approximately 1.3 years.
14. Derivatives and Hedging
The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures. The Company does not enter into derivative transactions for trading or speculative purposes.
Foreign Exchange Risk Management
The Company is exposed to foreign exchange risk when it earns revenues, pays expenses, enters into monetary intercompany transfers or other transactions denominated in a currency that differs from its functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options, and cross-currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income.
The Company also uses foreign exchange derivatives, typically forward contracts and options, to economically hedge the currency exposure of the Company’s global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, typically on a rolling 90-day basis, but may be for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income (expense) in the Consolidated Statements of Income.
The notional and fair values of derivative instruments are as follows (in millions):
| Notional Amount | Net Amount of Derivative Assets Presented in the Statements of Financial Position (1) | Net Amount of Derivative Liabilities Presented in the Statements of Financial Position (2) | |||||||||||||||||||||||||||||||||
| As of December 31 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||||||||||||||
| Accounted for as hedges | $ | 452 | $ | 597 | $ | 19 | $ | 25 | $ | 4 | $ | — | |||||||||||||||||||||||
| Not accounted for as hedges (3) | 467 | 394 | 3 | — | — | 1 | |||||||||||||||||||||||||||||
| Total | $ | 919 | $ | 991 | $ | 22 | $ | 25 | $ | 4 | $ | 1 |
(1)Included within Other current assets ($21 million in 2025 and $15 million in 2024) and Other non-current assets ($1 million in 2025 and $10 million in 2024).
(2)Included within Other current liabilities ($3 million in 2025 and $1 million in 2024) and Other non-current liabilities ($1 million in 2025).
(3)These contracts typically are for 90-day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.
The amounts of derivative gains (losses) recognized in the Consolidated Financial Statements are as follows (in millions):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Gain recognized in Accumulated other comprehensive loss | $ | 14 | $ | 99 | $ | 8 | ||||||||||||||
The amounts of derivative gains (losses) reclassified from Accumulated other comprehensive loss to the Consolidated Statements of Income are as follows (in millions):
| Years Ended December 31 | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Total revenue | $ | 8 | $ | 1 | $ | (8) | ||||||||||||||
| Compensation and benefits | (1) | — | — | |||||||||||||||||
| Interest expense | 1 | 1 | — | |||||||||||||||||
| Total | $ | 8 | $ | 2 | $ | (8) |
The Company estimates that approximately $8 million of pretax gain currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.
The Company recorded a gain of $40 million in 2025, a loss of $20 million in 2024, and a gain of $37 million in 2023 in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.
15. Fair Value Measurements and Financial Instruments
Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:
-
Level 1 — observable inputs such as quoted prices for identical assets in active markets;
-
Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
-
Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.
The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments, including pension assets (refer to Note 12 “Employee Benefits”):
Money market funds consist of institutional prime, treasury, and government money market funds. The Company reviews treasury and government money market funds to obtain reasonable assurance that the fund net asset value is $1 per share and reviews the floating net asset value of institutional prime money market funds for reasonableness.
Cash and cash equivalents consist of cash and institutional short-term investment funds. The Company reviews the short-term investment funds to obtain reasonable assurance that the fund net asset value is $1 per share.
Equity investments consist of equity securities and equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the underlying security and volatility. On a sample basis the Company reviews the listing of Level 1 equity securities in the portfolio, agrees the closing stock prices to a national securities exchange, and independently verifies the observable inputs for Level 2 equity derivatives and securities.
Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves, and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using DCF models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains an understanding of the models, inputs, and assumptions used in developing prices provided by its vendors through discussions with the fund managers. The Company independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on internal Company guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and historically are not material to the fair value estimates used in the Consolidated Financial Statements.
Pooled funds consist of various equity, fixed income, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities. The underlying securities typically trade on a national securities exchange or may be valued by the fund managers using applicable models, inputs, and assumptions. The Company gains an understanding of the investment guidelines and valuation policies of the fund and discusses fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.
Alternative investments consist of limited partnerships, private equity, and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by the investment managers, or appropriate party, through regular discussions. The Company also obtains the investment manger’s valuation policies and assesses the assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and historically are not material to the fair value estimates in the Consolidated Financial Statements.
Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatility.
Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major U.K. defined benefit plans. Annuity contracts are valued using a DCF model utilizing assumptions such as discount rate, mortality, and inflation.
Real estate and REITs consist of publicly traded REITs and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. Non-Level 1 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the non-Level 1 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of “Alternative investments” for further detail on valuation procedures surrounding non-Level 1 REITs.
Debt is carried at outstanding principal balance, less any unamortized issuance costs, discount or premium. Fair value is based on quoted market prices or estimates using DCF analyses based on current borrowing rates for similar types of borrowing arrangements.
The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024 (in millions):
| Fair Value Measurements Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at December 31, 2025 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds (1) | $ | 4,998 | $ | — | $ | — | $ | 4,998 | |||||||||||||||
| Other investments | |||||||||||||||||||||||
| Government bonds | $ | — | $ | 1 | $ | — | $ | 1 | |||||||||||||||
| Derivatives (2) | |||||||||||||||||||||||
| Gross foreign exchange contracts | $ | — | $ | 45 | $ | — | $ | 45 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives (2) | |||||||||||||||||||||||
| Gross foreign exchange contracts | $ | — | $ | 27 | $ | — | $ | 27 |
| Fair Value Measurements Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at December 31, 2024 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds (1) | $ | 3,419 | $ | — | $ | — | $ | 3,419 | |||||||||||||||
| Other investments | |||||||||||||||||||||||
| Government bonds | $ | — | $ | 1 | $ | — | $ | 1 | |||||||||||||||
| Derivatives (2) | |||||||||||||||||||||||
| Gross foreign exchange contracts | $ | — | $ | 40 | $ | — | $ | 40 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives (2) | |||||||||||||||||||||||
| Gross foreign exchange contracts | $ | — | $ | 16 | $ | — | $ | 16 |
(1)Included within Fiduciary assets or Short-term investments in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.
(2)Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.
There were no transfers of assets or liabilities between fair value hierarchy levels during 2025 or 2024. The Company recognized no realized or unrealized gains or losses in the Consolidated Statements of Income related to assets and liabilities measured at fair value using unobservable inputs in 2025, 2024, or 2023.
The fair value of debt is classified as Level 2 of the fair value hierarchy. The following table provides the carrying value and fair value for the Company’s term debt (in millions):
| 2025 | 2024 | ||||||||||||||||||||||
| As of December 31 | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
| Current portion of long-term debt | $ | 588 | $ | 589 | $ | 749 | $ | 744 | |||||||||||||||
| Long-term debt | $ | 14,660 | $ | 14,158 | $ | 16,265 | $ | 15,308 |
16. Claims, Lawsuits, and Other Contingencies
Legal
Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business, which frequently include E&O claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble, or extraordinary damages. While Aon maintains meaningful E&O insurance and other insurance programs to provide protection against certain losses that arise in such matters, Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some claims, including coverage from Aon’s self-insurance program. Accruals for these exposures, and related insurance receivables, when applicable, are included in the Consolidated Statements of Financial Position and have been recognized in Other general expense in the Consolidated Statements of Income to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Matters that are not probable and reasonably estimable are not accrued for in the financial statements.
The Company’s contingencies and exposures are subject to significant uncertainties, and the determination of likelihood of a loss and estimating any such loss can be complex. The Company is therefore, in certain matters, unable to estimate the range of reasonably possible loss. Although management at present believes that the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the consolidated financial position of Aon, legal proceedings are subject to inherent uncertainties and unfavorable rulings or other events. Unfavorable resolutions could include substantial monetary or punitive damages imposed on Aon or its subsidiaries. If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected. Certain significant legal proceedings involving us or our subsidiaries are described below.
Current Matters
Aon faces legal action arising out of a fatal plane crash in November 2016. Aon U.K. Limited placed an aviation civil liability reinsurance policy for the Bolivian insurer of the airline. After the crash, the insurer determined that there was no coverage under the airline’s insurance policy due to the airline’s breach of various policy conditions. In November 2018, the owner of the aircraft filed a claim in Bolivia against Aon, the airline, the insurer and the insurance broker. The claim is for $16 million plus any liability the owner has to third parties. In November 2019, a federal prosecutor in Brazil filed a public civil action naming three Aon entities as defendants, along with the airline, the insurer and the lead reinsurer. That claim seeks pecuniary damages for families affected by the crash in the sum of $300 million; or, in the alternative, $50 million; or, in the alternative, $25 million; plus “moral damages” of an equivalent sum. Separately, in March 2020, the Brazilian Federal Senate invited Aon to give evidence to a Parliamentary Commission of Inquiry in an investigation into the accident. Aon cooperated with that inquiry. In August 2020, 43 individuals (surviving passengers and estates of the deceased) filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, seeking permission to commence proceedings against Aon (and the insurer and reinsurers) for claims totaling $844 million. In December 2022, the High Court in England granted an anti-suit injunction, restricting the 43 individuals who previously filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida, from continuing litigation in the Circuit Court of the 11th Judicial Circuit against Aon. In June 2025, the 43 individuals filed a counterclaim against Aon in the UK seeking damages. The claim is alleged to be governed in the alternative by the laws of three different jurisdictions and asserts damages in the amount of $16.7 million. The claim alleges that certain aspects of the damages have yet to be calculated. Aon believes that it has meritorious defenses and intends to vigorously defend itself against the remaining claims.
Certain of the Company’s clients and counterparties have initiated or indicated that they may initiate legal proceedings against the Company following allegations in July 2023 that fraudulent letters of credit were issued in the name of third-party banks in connection with transactions for which capital was arranged by Vesttoo Ltd. (“Vesttoo”). Vesttoo was one of the third parties that identified capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties, including in connection with property and casualty insurance, cyber insurance, and collateral protection insurance. In certain transactions in which Vesttoo identified third party capital providers to collateralize reinsurance
obligations, including transactions in which the Company or its affiliates provided brokerage or other services, some letters of credit from third party banks are alleged to have been fraudulent. The pending or threatened legal proceedings against the Company by clients and counterparties allege, among other theories of liability, that in certain circumstances the Company failed to comply with its alleged duty to procure appropriate letters of credit. In particular, on November 30, 2023, Clear Blue Insurance Company and certain of its affiliates (collectively, “Clear Blue”) filed a lawsuit in New York State Supreme Court against Aon plc and Aon Insurance Managers (Bermuda) Ltd. alleging such claims. Clear Blue and Aon jointly filed a stipulation of dismissal with prejudice on September 26, 2025. On August 8, 2025, the liquidating trust formed to pursue claims on behalf of the Vesttoo bankruptcy estate filed a complaint in the U.S. Bankruptcy Court of Delaware against the Company and certain of its subsidiaries, among other parties. The trust’s complaint alleges, among other theories of liability, that Aon is liable for having induced parties into taking on collateral protection insurance risks, notwithstanding the fact that fraudulent letters of credit had been arranged by Vesttoo employees and co-conspirators. Aon believes that it has meritorious defenses and intends to vigorously defend itself such claims, and on November 17, 2025, Aon filed a motion to dismiss the matter. In the fourth quarter of 2023, the Company recognized actual or anticipated legal settlement expenses in connection with these matters of $197 million, of which a potentially significant amount may be recoverable in future periods. In the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of this amount. Aon has sought and will continue to seek recourse against responsible third parties where appropriate. In addition, in August 2023, joint provisional liquidators were appointed over one of the Company’s subsidiaries in Bermuda with respect to segregated accounts that were impacted by the allegedly fraudulent letters of credit. The joint provisional liquidators were released from their appointment on July 3, 2024. Aon continues to cooperate with regulators in Bermuda, and other regulatory authorities could initiate investigations or proceedings against the Company or third parties.
Guarantees and Indemnifications
The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Consolidated Financial Statements, and are recorded at fair value.
The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.
Guarantee of Registered Securities
On June 22, 2023, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, and Aon North America, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023, amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of Aon North America, Inc. thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010); (iii) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 12, 2012); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013); (v) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated November 13, 2015); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 3, 2018).
On February 28, 2024, Aon plc, Aon Corporation, Aon Global Holdings plc, and Aon Global Limited (together with Aon plc, Aon Corporation and Aon Global Holdings, plc, the “Guarantors”), Aon North America, Inc. and the Trustee entered into an indenture and first supplemental indenture, each dated March 1, 2024, to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee by the Guarantors of the obligations of Aon North America, Inc. thereunder.
Letters of Credit
Aon has entered into a number of arrangements whereby the Company’s performance on certain obligations is guaranteed by a third party through the issuance of LOCs. The Company had total LOCs outstanding of approximately $124 million at December 31, 2025, and $124 million at December 31, 2024. These LOCs cover the beneficiaries related to certain of Aon’s U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to Aon’s own E&O liability insurance program, and secure deductible retentions for Aon’s own workers compensation program. The Company has also obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.
Premium Payments
The Company has 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 $196 million at December 31, 2025 compared to $162 million at December 31, 2024.
17. Segment Information
Reportable segments were determined using a management approach. They are consistent with how the CODM assesses the performance of the Company and allocates resources based on two segments: Risk Capital and Human Capital. This segmentation allows the CODM, who is our Chief Executive Officer, to align the assessment of performance and allocation of resources, based on segment operating income and operating margin, with how the Company addresses client need, accelerating its Aon United strategy through growth in Risk Capital and Human Capital and maximizing value for Aon and its shareholders.
Risk Capital supports clients through its Commercial Risk and Reinsurance solution lines. Commercial Risk includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. Reinsurance includes treaty reinsurance, facultative reinsurance, the Strategy and Technology Group, and capital markets.
Human Capital supports clients through its Health and Wealth solution lines. Health includes consulting and brokerage, consumer benefits solutions, and talent advisory services. Wealth includes retirement consulting, pension administration, and investments consulting. Refer to Note 3 “Revenue from Contracts with Customers” for information on revenue by principal service line. The accounting policies of the reportable segments are the same as those described in Note 2 “Summary of Significant Accounting Principles and Practices.”
The Company does not present assets by reportable segment and this information is not used by the CODM to assess the performance of, or allocate resources to the Company’s reportable segments. As such, segment assets are not provided to the CODM.
The following tables include information about Aon’s reportable segments, including total segment revenue, consolidated revenue, segment operating income, and income before income taxes:
| Year Ended December 31, 2025 | |||||||||||||||||||||||
| (millions, except per share data) | Risk Capital | Human Capital | Corporate/Eliminations | Total Consolidated | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Total revenue (1) | $ | 11,290 | $ | 5,907 | $ | (16) | $ | 17,181 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 5,832 | 3,060 | 93 | 8,985 | |||||||||||||||||||
| Information technology | 372 | 186 | 10 | 568 | |||||||||||||||||||
| Premises | 216 | 116 | 5 | 337 | |||||||||||||||||||
| Other expenses (2) | 1,434 | 1,135 | 378 | 2,947 | |||||||||||||||||||
| Total operating expenses | 7,854 | 4,497 | 486 | 12,837 | |||||||||||||||||||
| Operating income | 3,436 | 1,410 | (502) | 4,344 | |||||||||||||||||||
| Operating margin | 30.4 | % | 23.9 | % | 25.3 | % | |||||||||||||||||
| Non-operating expenses | |||||||||||||||||||||||
| Interest income | 19 | ||||||||||||||||||||||
| Interest expense | (815) | ||||||||||||||||||||||
| Other income (expense) | 1,211 | ||||||||||||||||||||||
| Income before income taxes | $ | 4,759 |
(1)Includes fiduciary investment income of $262 million in Risk Capital and $9 million in Human Capital for 2025.
(2)Includes expenses related to depreciation of fixed assets, amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and other general expenses.
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| (millions, except per share data) | Risk Capital | Human Capital | Corporate/Eliminations | Total Consolidated | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Total revenue (1) | $ | 10,517 | $ | 5,209 | $ | (28) | $ | 15,698 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 5,417 | 2,739 | 127 | 8,283 | |||||||||||||||||||
| Information technology | 368 | 168 | 3 | 539 | |||||||||||||||||||
| Premises | 215 | 110 | — | 325 | |||||||||||||||||||
| Other expense (2) | 1,225 | 1,049 | 442 | 2,716 | |||||||||||||||||||
| Total operating expenses | 7,225 | 4,066 | 572 | 11,863 | |||||||||||||||||||
| Operating income | 3,292 | 1,143 | (600) | 3,835 | |||||||||||||||||||
| Operating margin | 31.3 | % | 21.9 | % | 24.4 | % | |||||||||||||||||
| Non-operating expenses | |||||||||||||||||||||||
| Interest income | 67 | ||||||||||||||||||||||
| Interest expense | (788) | ||||||||||||||||||||||
| Other income (expense) | 348 | ||||||||||||||||||||||
| Income before income taxes | $ | 3,462 |
(1)Includes fiduciary investment income of $307 million in Risk Capital and $8 million in Human Capital for 2024.
(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.
| Year Ended December 31, 2023 | |||||||||||||||||||||||
| (millions, except per share data) | Risk Capital | Human Capital | Corporate/Eliminations | Total Consolidated | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Total revenue (1) | $ | 9,524 | $ | 3,864 | $ | (12) | $ | 13,376 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 4,800 | 2,003 | 99 | 6,902 | |||||||||||||||||||
| Information technology | 385 | 148 | 1 | 534 | |||||||||||||||||||
| Premises | 204 | 88 | 2 | 294 | |||||||||||||||||||
| Other expense (2) | 1,189 | 528 | 144 | 1,861 | |||||||||||||||||||
| Total operating expenses | 6,578 | 2,767 | 246 | 9,591 | |||||||||||||||||||
| Operating income | 2,946 | 1,097 | (258) | 3,785 | |||||||||||||||||||
| Operating margin | 30.9 | % | 28.4 | % | 28.3 | % | |||||||||||||||||
| Non-operating expenses | |||||||||||||||||||||||
| Interest income | 31 | ||||||||||||||||||||||
| Interest expense | (484) | ||||||||||||||||||||||
| Other income (expense) | (163) | ||||||||||||||||||||||
| Income before income taxes | $ | 3,169 |
(1)Includes fiduciary investment income of $270 million in Risk Capital and $4 million in Human Capital for 2023.
(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.
Revenue
Reportable segment revenue includes inter-segment revenue of $11 million for Risk Capital and $5 million for Human Capital for 2025, $16 million for Risk Capital and $12 million for Human Capital for 2024, and $6 million for Risk Capital and $6 million for Human Capital for 2023. This inter-segment revenue is eliminated as a Corporate adjustment to reconcile to the Company's Consolidated Total revenue.
Segment Operating Expenses
The Company’s segment operating expenses are generally attributed to the function of the business. Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment. These expenses are considered Corporate/Eliminations.
Non-operating Expenses
The Company’s non-operating income (expenses) primarily consist of Interest income, Interest expense and Other income (expense) which are not allocated to our reportable segments, as the CODM assesses performance based on operating income results. Interest income represents income earned, net of expense, on operating cash balances, including our multi-currency cash pool, and other income producing investments. Interest income does not include interest earned on funds held on behalf of clients. If interest expense on these assets exceeds interest income for the period, the net amount is reported as interest expense for both the quarterly and year-to-date periods. Interest expense represents the cost of debt obligations and net interest expense on operating cash balances and other income-producing investments. Other income (expense) consists of equity earnings, realized gains or losses on the sale of investments, gains on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency remeasurement.
Entity-Wide Disclosures
The following table includes consolidated long-lived assets, net by geographic area (in millions). Long-lived assets are comprised of Fixed assets, net, Operating lease right-of-use assets, and finance lease assets classified as Other non-current assets:
| As of December 31 | Total | United States | Americas other than U.S. | United Kingdom | Ireland | Other Europe, Middle East, & Africa | Asia Pacific | ||||||||||||||||||||||||||||||||||
| 2025 | $ | 1,379 | $ | 539 | $ | 129 | $ | 147 | $ | 28 | $ | 301 | $ | 235 | |||||||||||||||||||||||||||
| 2024 | $ | 1,357 | $ | 598 | $ | 117 | $ | 144 | $ | 28 | $ | 261 | $ | 209 |
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