Item 1. Financial Statements

Aon plc

Condensed Consolidated Statements of Income

(Unaudited)

						Three Months Ended March 31,
(millions, except per share data)						2025						2024
Revenue
Total revenue						$	4,729					$	4,070
Expenses
Compensation and benefits						2,249						1,883
Information technology						136						124
Premises						82						71
Depreciation of fixed assets						46						44
Amortization and impairment of intangible assets						199						16
Other general expense						446						348
Accelerating Aon United Program expenses						110						119
Total operating expenses						3,268						2,605
Operating income						1,461						1,465
Interest income						5						28
Interest expense						(206)						(144)
Other income (expense)						(10)						75
Income before income taxes						1,250						1,424
Income tax expense						268						331
Net income						982						1,093
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests						17						22
Net income attributable to Aon shareholders						$	965					$	1,071
Basic net income per share attributable to Aon shareholders						$	4.46					$	5.38
Diluted net income per share attributable to Aon shareholders						$	4.43					$	5.35
Weighted average ordinary shares outstanding - basic						216.4						199.1
Weighted average ordinary shares outstanding - diluted						217.9						200.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

						Three Months Ended March 31,
(millions)						2025						2024
Net income						$	982					$	1,093
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests						17						22
Net income attributable to Aon shareholders						965						1,071
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments						3						75
Foreign currency translation adjustments						239						(132)
Postretirement benefit obligation						47						26
Total other comprehensive income (loss)						289						(31)
Less: Other comprehensive income attributable to noncontrolling interests						—						—
Total other comprehensive income (loss) attributable to Aon shareholders						289						(31)
Comprehensive income attributable to Aon shareholders						$	1,254					$	1,040

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Aon plc

Condensed Consolidated Statements of Financial Position

						(Unaudited)
(millions, except nominal value)						March 31, 2025						December 31, 2024
Assets
Current assets
Cash and cash equivalents						$	964					$	1,085
Short-term investments						366						219
Receivables, net						4,620						3,803
Fiduciary assets						17,766						17,566
Other current assets						698						759
Total current assets						24,414						23,432
Goodwill						15,697						15,234
Intangible assets, net						6,865						6,743
Fixed assets, net						650						637
Operating lease right-of-use assets						716						711
Deferred tax assets						768						654
Prepaid pension						595						556
Other non-current assets						599						998
Total assets						$	50,304					$	48,965
Liabilities, redeemable noncontrolling interests, and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities						$	2,088					$	2,905
Short-term debt and current portion of long-term debt						1,348						751
Fiduciary liabilities						17,766						17,566
Other current liabilities						2,131						1,773
Total current liabilities						23,333						22,995
Long-term debt						16,284						16,265
Non-current operating lease liabilities						689						685
Deferred tax liabilities						384						319
Pension, other postretirement, and postemployment liabilities						1,101						1,127
Other non-current liabilities						1,239						1,144
Total liabilities						43,030						42,535
Redeemable noncontrolling interests						79						125
Equity
Ordinary shares - $0.01 nominal value Authorized: 500.0 shares (issued: 2025 - 216.1; 2024 - 216.0)						2						2
Additional paid-in capital						13,198						13,173
Accumulated deficit						(1,740)						(2,309)
Accumulated other comprehensive loss						(4,456)						(4,745)
Total Aon shareholders' equity						7,004						6,121
Nonredeemable noncontrolling interests						191						184
Total equity						7,195						6,305
Total liabilities, redeemable noncontrolling interests and equity						$	50,304					$	48,965

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Aon plc

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)

(millions)						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, 2025						216.0						$	13,175					$	(2,309)					$	(4,745)					$	184					$	6,305
Net income (1)						—						—						965						—						21						986
Shares issued - employee stock compensation plans						0.7						(111)						—						—						—						(111)
Shares repurchased						(0.6)						—						(250)						—						—						(250)
Share-based compensation expense						—						147						—						—						—						147
Dividends to shareholders ($0.675 per share)						—						—						(146)						—						—						(146)
Net change in fair value of financial instruments						—						—						—						3						—						3
Net foreign currency translation adjustments						—						—						—						239						—						239
Net postretirement benefit obligation						—						—						—						47						—						47
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock						—						—						—						—						(14)						(14)
Remeasurement of redemption value of redeemable noncontrolling interest						—						(11)						—						—						—						(11)
Balance at March 31, 2025						216.1						$	13,200					$	(1,740)					$	(4,456)					$	191					$	7,195

(1)The Company’s Net income totaled $982 million for the quarter ended March 31, 2025, which included $4 million of Net loss related to redeemable noncontrolling interests.

(millions)						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, 2024						198.6						$	6,946					$	(3,399)					$	(4,373)					$	84					$	(742)
Net income						—						—						1,071						—						22						1,093
Shares issued - employee stock compensation plans						0.8						(104)						—						—						—						(104)
Shares repurchased						(0.8)						—						(250)						—						—						(250)
Share-based compensation expense						—						130						—						—						—						130
Dividends to shareholders ($0.615 per share)						—						—						(122)						—						—						(122)
Net change in fair value of financial instruments						—						—						—						75						—						75
Net foreign currency translation adjustments						—						—						—						(132)						—						(132)
Net postretirement benefit obligation						—						—						—						26						—						26
Purchases of subsidiary shares from nonredeemable noncontrolling interests						—						(1)						—						—						—						(1)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock						—						—						—						—						(1)						(1)
Balance at March 31, 2024						198.6						$	6,971					$	(2,700)					$	(4,404)					$	105					$	(28)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Three Months Ended March 31,
(millions)						2025						2024
Cash flows from operating activities
Net income						$	982					$	1,093
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of fixed assets						46						44
Amortization and impairment of intangible assets						199						16
Share-based compensation expense						147						130
Deferred income taxes						(117)						(76)
Other, net						(17)						(82)
Change in assets and liabilities:
Receivables, net						(742)						(826)
Accounts payable and accrued liabilities						(846)						(343)
Accelerating Aon United Program liabilities						(6)						34
Current income taxes						152						163
Pension, other postretirement and postemployment liabilities						(8)						(12)
Other assets and liabilities						350						168
Cash provided by operating activities						140						309
Cash flows from investing activities
Proceeds from investments						20						118
Purchases of investments						(19)						(56)
Net purchases of short-term investments - non fiduciary						(145)						(5,046)
Acquisition of businesses, net of cash and funds held on behalf of clients						(116)						(4)
Sale of businesses, net of cash and funds held on behalf of clients						24						75
Capital expenditures						(56)						(48)
Cash used for investing activities						(292)						(4,961)
Cash flows from financing activities
Share repurchase						(250)						(250)
Proceeds from issuance of shares						30						25
Cash paid for employee taxes on withholding shares						(141)						(130)
Commercial paper issuances, net of repayments						594						(591)
Issuance of debt						—						5,942
Increase (decrease) in fiduciary liabilities, net of fiduciary receivables						(355)						394
Cash dividends to shareholders						(147)						(123)
Redeemable and nonredeemable noncontrolling interests, and other financing activities						(80)						(6)
Cash provided by (used for) financing activities						(349)						5,261
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients						196						(146)
Net increase (decrease) in cash and cash equivalents and funds held on behalf of clients						(305)						463
Cash, cash equivalents and funds held on behalf of clients at beginning of period						8,333						7,722
Cash, cash equivalents and funds held on behalf of clients at end of period						$	8,028					$	8,185
Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents						$	964					$	995
Cash and cash equivalents and funds held on behalf of clients classified as held for sale						2						73
Funds held on behalf of clients						7,062						7,117
Total cash and cash equivalents and funds held on behalf of clients						$	8,028					$	8,185
Supplemental disclosures:
Interest paid						$	273					$	95
Income taxes paid, net of refunds						$	233					$	244

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. GAAP. The Condensed 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 Condensed 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.

Certain information and disclosures normally included in the Consolidated Financial Statements prepared in accordance with U.S. GAAP have been condensed or omitted. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2025.

Use of Estimates

The preparation of the accompanying Condensed 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 Condensed 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 Condensed Consolidated Financial Statements in future periods.

2. Accounting Principles and Practices

New Accounting Pronouncements

Accounting Standards Issued But Not Yet Adopted

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 is effective for annual periods beginning the year ended December 31, 2025. The Company is evaluating the transition approach as well as the impact the disclosures will have on the Notes to Consolidated Financial Statements.

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 Aon 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. Aon is currently evaluating the transition approach and 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 are effective for Aon for the year ended December 31, 2025, with the exception of GHG emissions disclosures which are effective for Aon for the year ended December 31, 2026. The final rules have been subject to several legal challenges. On April 4, 2024, the SEC voluntarily stayed the final rules pending judicial review, and on March 27, 2025, the SEC voted to end its legal defense of the final rules, although judicial review remains ongoing. 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):

						Three Months Ended March 31,
						2025						2024
Commercial Risk Solutions						$	2,002					$	1,808
Reinsurance Solutions						1,189						1,167
Total Risk Capital (1)						3,191						2,975
Health Solutions						1,026						733
Wealth Solutions						519						370
Total Human Capital (1)						1,545						1,103
Eliminations						(7)						(8)
Total revenue						$	4,729					$	4,070

(1)Includes inter-segment revenue. Refer to Note 16 “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):

						Three Months Ended March 31, 2025
						Risk Capital						Human Capital						Corporate/Eliminations						Total
U.S.						$	1,221					$	788					$	(7)					$	2,002
Americas other than U.S.						254						120						—						374
U.K.						430						191						—						621
Ireland						22						23						—						45
Europe, Middle East, & Africa other than U.K. and Ireland						946						316						—						1,262
Asia Pacific						318						107						—						425
Total revenue						$	3,191					$	1,545					$	(7)					$	4,729

						Three Months Ended March 31, 2024
						Risk Capital						Human Capital						Corporate/Eliminations						Total
U.S.						$	1,078					$	442					$	(8)					$	1,512
Americas other than U.S.						227						96						—						323
U.K.						411						172						—						583
Ireland						16						17						—						33
Europe, Middle East, & Africa other than U.K. and Ireland						928						281						—						1,209
Asia Pacific						315						95						—						410
Total revenue						$	2,975					$	1,103					$	(8)					$	4,070

Contract Costs

An analysis of the changes in the net carrying amount of costs to fulfill contracts with customers are as follows (in millions):

						Three Months Ended March 31,
						2025						2024
Balance at beginning of period						$	424					$	370
Additions						418						380
Amortization						(544)						(478)
Impairment						—						—
Foreign currency translation and other						4						(3)
Balance at end of period						$	302					$	269

An analysis of the changes in the net carrying amount of costs to obtain contracts with customers are as follows (in millions):

						Three Months Ended March 31,
						2025						2024
Balance at beginning of period						$	207					$	195
Additions						13						14
Amortization						(13)						(13)
Impairment						—						—
Foreign currency translation and other						1						(2)
Balance at end of period						$	208					$	194

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 its 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 the Company’s 3x3 Plan that brings together the best of the firm through its Aon United strategy, delivered as Risk Capital and Human Capital, and Aon’s Client Leadership model, powered by Aon Business Services.

Program charges are recognized within Accelerating Aon United Program expenses on the accompanying Condensed 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.

The Program is currently expected to result in cumulative costs of $1.0 billion, consisting of approximately $0.9 billion of cash charges and approximately $0.1 billion of non-cash charges. For the three months ended March 31, 2025, total Program costs incurred were $110 million. Over the life of the program, the Risk Capital segment is expected to incur approximately $200 million of charges, while the Human Capital segment is expected to incur approximately $50 million of charges, with the remaining charges relating to corporate expenses.

Total Program costs incurred for the three months ended March 31, 2025 and 2024 are as follows (in millions):

						Three Months Ended March 31,
						2025						2024
Risk Capital						$	19					$	43
Human Capital						4						11
Corporate						87						65
Total						$	110					$	119

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 Condensed Consolidated Statements of Financial Position.

The changes in the Company’s liabilities for the Program as of March 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			56						51						3						110
Cash payments			(45)						(52)						—						(97)
Foreign currency translation and other			—						—						—						—
Non-cash charges (1)			(2)						(14)						(3)						(19)
Liability balance as of March 31, 2025			$	26					$	82					$	—					$	108
Total costs incurred from inception to date			$	196					$	351					$	87					$	634

(1)During the three months ended March 31, 2025, the Company recognized $2 million of accelerated ROU asset amortization or impairments due to the Company’s decision to exit certain leased properties as a result of the Program. The amounts are presented in Technology and other, where the corresponding liability is reflected within Other current liabilities and Non-current operating lease liabilities, which will ultimately be settled in cash.

5. Cash and Cash Equivalents and Short-Term Investments

Cash and cash equivalents include cash balances and all highly liquid instruments with initial maturities of three months or less. Short-term investments consist of money market funds. The estimated fair value of Cash and cash equivalents and Short-term investments approximates their carrying values.

At March 31, 2025 and December 31, 2024, Cash and cash equivalents and Short-term investments were $1.3 billion. Of the total balances, $138 million and $123 million were restricted as to their use at March 31, 2025 and December 31, 2024, respectively. Included within Short-term investments as of March 31, 2025 and December 31, 2024, were £66 million ($85 million at March 31, 2025 exchange 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.

6. Other Financial Data

Condensed Consolidated Statements of Income Information

Other Income (Expense)

Other income (expense) consists of the following (in millions):

						Three Months Ended March 31,
						2025						2024
Equity earnings (loss)						$	(2)					$	2
Pension and other postretirement						(23)						(10)
Foreign currency remeasurement						(16)						4
Financial instruments and other (1)						31						79
Total						$	(10)					$	75

(1)During the three months ended March 31, 2025 and 2024, a $20 million and $82 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 7 “Acquisitions and Dispositions of Businesses” for additional information.

Condensed 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):

						Three Months Ended March 31,
						2025						2024
Balance at beginning of period						$	75					$	79
Provision						3						5
Accounts written off, net of recoveries						(5)						(2)
Foreign currency translation and other						1						(1)
Balance at end of period						$	74					$	81

Other Current Assets

The components of Other current assets are as follows (in millions):

As of			March 31, 2025						December 31, 2024
Costs to fulfill contracts with customers (1)			$	302					$	424
Prepaid expenses			168						135
Taxes receivable			61						43
Other (2)			167						157
Total			$	698					$	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.

Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):

As of			March 31, 2025						December 31, 2024
Costs to obtain contracts with customers (1)			$	208					$	207
Investments			97						90
Taxes receivable			87						90
Other (2) (3)			207						611
Total			$	599					$	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)Includes $416 million as of December 31, 2024 of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.

Other Current Liabilities

The components of Other current liabilities are as follows (in millions):

As of			March 31, 2025						December 31, 2024
Taxes payable			$	405					$	260
Deferred revenue (1)			361						280
Leases			189						191
Contingent consideration			62						93
Other			1,114						949
Total			$	2,131					$	1,773

(1)During the three months ended March 31, 2025, revenue of $230 million was recognized in the Condensed Consolidated Statements of Income. During the three months ended March 31, 2024, revenue of $179 million was recognized in the Condensed Consolidated Statements of Income.

Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):

As of			March 31, 2025						December 31, 2024
Taxes payable			$	914					$	885
Contingent consideration			140						104
Compensation and benefits			57						61
Deferred revenue			32						30
Other			96						64
Total			$	1,239					$	1,144

7. Acquisitions and Dispositions of Businesses

Completed Acquisitions

On January 1, 2025, the Company completed the acquisition of 100% of the partnership interests and share capital of Griffiths & Armour, an insurance broker in the United Kingdom.

In total, the Company completed 7 acquisitions, 6 within Risk Capital and 1 within Human Capital, during the three months ended March 31, 2025. The Company completed no acquisitions during the three months ended March 31, 2024. The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):

						Three Months Ended March 31, 2025
Consideration transferred:
Cash (1)						$	605
Deferred and contingent consideration						35
Aggregate consideration transferred						$	640
Assets acquired:
Goodwill						351
Intangible assets						299
Other assets (2)						125
Total assets acquired						775
Liabilities assumed:
Total liabilities assumed						135
Net assets acquired						$	640

(1)Includes $416 million as of December 31, 2024 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 $33 million and $41 million in funds held on behalf of clients.

The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the respective acquisition dates. The Company’s results of operations would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired.

Significant Prior Year Acquisitions

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 preliminary purchase price totaling $9.1 billion, including approximately $3.2 billion used to settle indebtedness of NFP and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024. In addition, the Company had other adjustments of $3.9 billion for cash and certain assumed liabilities. As part of the NFP Transaction, the Company acquired certain less-than-wholly owned entities, resulting in the recognition of noncontrolling interests which are described further below.

The Company financed the NFP Transaction, in part, with the net proceeds from Senior Notes issued on March 1, 2024 totaling to an aggregate amount of $6.0 billion and proceeds from a $2.0 billion delayed draw term loan which was drawn on April 25, 2024. Refer to Note 9 “Debt” for further information.

Aon accounted for its business combinations under the acquisition method of accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of intangible assets acquired requires significant judgements, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgements could produce materially different results. The preliminary fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are subject to adjustments during the measurement period, where purchase accounting will be finalized in the second quarter of 2025. The following table includes these amounts recognized as a result of the Company’s acquisitions (in millions):

						Three Months Ended March 31, 2025
						NFP Acquisition
Consideration transferred:
Cash						$	3,247
Class A ordinary shares issued						5,882
Aggregate consideration transferred						$	9,129
Assets acquired:
Cash and cash equivalents						$	294
Receivables						329
Fiduciary assets (1)						411
Goodwill						6,847
Other intangible assets:
Customer-related and contract-based						5,950
Tradenames						800
Technology and other						25
Operating lease right-of-use assets						138
Current assets						82
Non-current assets						108
Total assets acquired						14,984
Liabilities assumed:
Accounts payable and accrued liabilities						$	284
Fiduciary liabilities						411
Current liabilities						242
Long-term debt						3,422
Non-current operating lease liabilities						125
Deferred tax liabilities (2)						1,020
Non-current liabilities						158
Total liabilities assumed						5,662
Less: Fair value of redeemable noncontrolling interests (3)						(108)
Less: Fair value of nonredeemable noncontrolling interests						(85)
Net assets acquired						$	9,129

(1)Includes $277 million of funds held on behalf of clients.

(2)As of March 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)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.

The above amounts are considered preliminary and, therefore, the Company may refine estimates and adjust the assets acquired and liabilities assumed over a measurement period, not to exceed one year from the Acquisition Date. Since the Acquisition Date, the Company made measurement period adjustments related to the NFP Transaction which primarily included the following:

• An increase in the fair value of customer-related and contract-based intangible assets of $125 million;

• A decrease in the fair value of acquired notes receivable of $107 million (recorded within other current assets and other non-current assets); and

• A $103 million decrease in deferred tax liabilities primarily as a result of adjustments to state deferred taxes and deferred taxes recorded on other measurement period adjustments;

Collectively, these adjustments, along with other insignificant adjustments not described above, resulted in a $106 million decrease to goodwill. The measurement period adjustments had an insignificant impact on Net income for the three months ended March 31, 2025.

The purchase price related to the NFP Transaction exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of approximately $6.8 billion, which is not deductible for tax purposes. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies as a result of the NFP Transaction which provides the Company with an expanded presence in the large and fast-growing middle-market. As of March 31, 2025, the company had allocated $2.6 billion of the acquired goodwill to Risk Capital and $4.2 billion of the acquired goodwill to Human Capital.

The fair value of the assets acquired and liabilities assumed in the NFP Transaction approximated their carrying values as of the Acquisition Date with the exception of customer-related and contract-based assets, tradename, technology, and contingent consideration obligations. Intangible assets acquired had a weighted average useful economic life of 19 years.

Supplemental Pro Forma Combined Information (Unaudited)

The following unaudited pro forma combined financial information presents the combined results of operations of the Company as if the NFP Transaction occurred on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the NFP Transaction had taken place on the date indicated or of results that may occur in the future (in millions):

						Three Months Ended March 31,
						2024			2023
Revenue						$	4,618		$	4,370
Net income attributable to Aon shareholders						936			842

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

The Company completed no dispositions during the three months ended March 31, 2025, and one disposition within Human Capital during the three months ended March 31, 2024.

There were no pretax gains or losses recognized related to dispositions for the three months ended March 31, 2025 or 2024.

Other Signific****ant Activity

On May 1, 2017, the Company completed the sale of its benefits administration and business process outsourcing business (the “Divested Business”) to an entity controlled by affiliates of The Blackstone Group L.P. (the “Buyer”) and certain designated purchasers that are direct or indirect subsidiaries of the Buyer. The Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets and liabilities for a purchase price of $4.3 billion in cash paid at closing and deferred consideration of up to $500 million. During the three months ended March 31, 2025 and 2024, the Company earned $20 million and $82 million, respectively, of deferred consideration from the Buyer and the other designated purchasers, which was recorded in Other income (expense) in the Condensed Consolidated Statements of Income. In total, the Company has earned $104 million in deferred consideration related to this transaction as of March 31, 2025.

8. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the three months ended March 31, 2025 are as follows (in millions):

			Risk Capital			Human Capital			Total
Balance as of December 31, 2024			$	8,785		$	6,449		$	15,234
Goodwill related to current year acquisitions			340			11			351
Measurement period adjustments related to prior year acquisitions			(8)			(13)			(21)
Foreign currency translation and other			83			50			133
Balance as of March 31, 2025			$	9,200		$	6,497		$	15,697

Other intangible assets by asset class are as follows (in millions):

			March 31, 2025																		December 31, 2024
			Gross Carrying Amount						Accumulated Amortization and Impairment						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization and Impairment						Net Carrying Amount
Customer-related and contract-based			$	8,327					$	2,251					$	6,076					$	7,994					$	2,050					$	5,944
Tradenames			820						86						734						812						66						746
Technology and other			379						324						55						366						313						53
Total			$	9,526					$	2,661					$	6,865					$	9,172					$	2,429					$	6,743

The estimated future amortization for finite-lived intangible assets as of March 31, 2025 is as follows (in millions):

Remainder of 2025			$	598
2026			733
2027			674
2028			619
2029			571
2030			518
Thereafter			3,152
Total			$	6,865

9. Debt

Notes

In December 2024, Aon Global Limited’s $750 million 3.875% Senior Notes due December 2025 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.

In June 2024, Aon Global Limited’s $600 million 3.50% Senior Notes matured and were repaid in full.

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, (the “Transaction” or the “NFP Transaction”), to repay certain debt of NFP, and to pay related fees and expenses. The term loan matures on April 24, 2027 and is prepayable at any time. Aon plc incurred $1 million of debt extinguishment charges in the third quarter of 2024 related to the delayed draw term loan. As of March 31, 2025, Aon North America, Inc. repaid $900 million of the outstanding balance. The remaining outstanding balance is $1.1 billion.

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 in the second quarter of 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.

Revolving Credit Facilities

As of March 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. Aon did not have borrowings under either of these primary committed credit facilities as of March 31, 2025 and December 31, 2024, respectively. Additionally, Aon was in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended March 31, 2025 and December 31, 2024, respectively.

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 may be issued in aggregate principal amounts of up to approximately $1.3 billion under the U.S. Program and €625 million ($672 million at March 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 March 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.

Commercial paper outstanding, which is included in Short-term debt and current portion of long-term debt in the Company’s Condensed Consolidated Statements of Financial Position, is as follows (in millions):

			March 31, 2025			December 31, 2024
Commercial paper outstanding			$	596		$	—

The weighted average commercial paper outstanding and its related interest rates are as follows (in millions, except percentages):

						Three Months Ended March 31,
						2025						2024
Weighted average commercial paper outstanding						$	196					$	381
Weighted average interest rate of commercial paper outstanding						4.59		%				5.65		%

10. Income Taxes

The effective tax rate on Net income was 21.4% for the three months ended March 31, 2025. The effective tax rate on Net income was 23.2% for the three months ended March 31, 2024.

For the three months ended March 31, 2025, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of share-based payments and the unfavorable impact of other discrete items.

For the three months ended March 31, 2024, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of share-based payments offset by the unfavorable impact of discrete items.

Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two will ultimately apply to the Company. The OECD has issued numerous guidance documents attempting to change how Pillar Tax operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future. The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2025 and future periods.

11. Shareholders’ Equity (Deficit)

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):

			Three Months Ended March 31,
			2025						2024
Shares repurchased			0.6						0.8
Average price per share			$	393.67					$	310.56
Repurchase costs recorded to accumulated deficit			$	250					$	250

At March 31, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $2.1 billion. Under the Repurchase Program, the Company has repurchased a total of 172.8 million shares for an aggregate cost of approximately $25.4 billion.

Weighted Average Ordinary Shares

Weighted average ordinary shares outstanding are as follows (in millions):

			Three Months Ended March 31,
			2025						2024
Basic weighted average ordinary shares outstanding			216.4						199.1
Dilutive effect of potentially issuable shares			1.5						1.0
Diluted weighted average ordinary shares outstanding			217.9						200.1

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 for the three months ended March 31, 2025 and 0.1 million shares excluded from the calculation for the three months ended March 31, 2024.

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 January 1, 2025			$	74					$	(2,051)					$	(2,768)					$	(4,745)
Other comprehensive income (loss) before reclassifications, net			2						239						20						261
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income (loss)			2						—						36						38
Tax expense			(1)						—						(9)						(10)
Amounts reclassified from accumulated other comprehensive income (loss), net			1						—						27						28
Net current period other comprehensive income (loss)			3						239						47						289
Balance at March 31, 2025			$	77					$	(1,812)					$	(2,721)					$	(4,456)

			Change in Fair Value of Financial Instruments (1)						Foreign Currency Translation Adjustments						Postretirement Benefit Obligation (2)						Total
Balance at January 1, 2024			$	2					$	(1,584)					$	(2,791)					$	(4,373)
Other comprehensive income (loss) before reclassifications, net			72						(132)						—						(60)
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income			4						—						35						39
Tax expense			(1)						—						(9)						(10)
Amounts reclassified from accumulated other comprehensive income, net			3						—						26						29
Net current period other comprehensive income (loss)			75						(132)						26						(31)
Balance at March 31, 2024			$	77					$	(1,716)					$	(2,765)					$	(4,404)

(1)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Total revenue, Interest expense, and Compensation and benefits in the Condensed Consolidated Statements of Income. Refer to Note 13 “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 Condensed Consolidated Statements of Income.

12. Employee Benefits

The following table provides the components of the net periodic (benefit) cost recognized in the Condensed Consolidated Statements of Income for Aon’s significant U.K., U.S., and other major pension plans, which are located in the Netherlands and Canada. Service cost is reported in Compensation and benefits and all other components are reported in Other income (expense) as follows (in millions):

			Three Months Ended March 31,
			U.K.												U.S.												Other
			2025						2024						2025						2024						2025						2024
Service cost			$	—					$	—					$	—					$	—					$	—					$	—
Interest cost			37						35						26						23						9						9
Expected return on plan assets, net of administration expenses			(43)						(47)						(30)						(33)						(12)						(13)
Amortization of prior-service cost			1						1						—						—						—						—
Amortization of net actuarial loss			22						20						9						7						3						3
Net periodic cost (benefit)			$	17					$	9					$	5					$	(3)					$	—					$	(1)

Contributions

Assuming no additional contributions are agreed to with, or required by, the pension plan trustees, the Company expects to make total cash contributions of approximately $2 million, $76 million, and $10 million (at December 31, 2024 exchange rates) to its significant U.K., U.S., and other major pension plans, respectively, during 2025. The following table summarizes contributions made to the Company’s significant pension plans (in millions):

			Three Months Ended March 31,
			2025						2024
Contributions to U.K. pension plans			$	1					$	1
Contributions to U.S. pension plans			27						14
Contributions to other major pension plans			2						2
Total contributions			$	30					$	17

13. 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 Condensed 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 Condensed 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)
			March 31, 2025						December 31, 2024						March 31, 2025						December 31, 2024						March 31, 2025						December 31, 2024
Foreign exchange contracts
Accounted for as hedges			$	655					$	597					$	30					$	25					$	—					$	—
Not accounted for as hedges (3)			523						394						1						—						1						1
Total			$	1,178					$	991					$	31					$	25					$	1					$	1

(1)Included within Other current assets ($17 million at March 31, 2025 and $15 million at December 31, 2024) or Other non-current assets ($14 million at March 31, 2025 and $10 million at December 31, 2024).

(2)Included within Other current liabilities ($1 million at March 31, 2025 and $1 million at December 31, 2024).

(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 recognized in the Condensed Consolidated Financial Statements are as follows (in millions):

						Three Months Ended March 31,
						2025						2024
Gain recognized in Accumulated other comprehensive loss						$	2					$	97

The amounts of derivative gains (losses) reclassified from Accumulated other comprehensive loss to the Condensed Consolidated Statements of Income are as follows (in millions):

						Three Months Ended March 31,
						2025						2024
Total revenue						$	(2)					$	(4)

The Company estimates that approximately $7 million of pretax gains currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

During the three months ended March 31, 2025 and March 31, 2024, the Company recorded a gain of $13 million and a loss of $3 million, respectively, in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.

14. 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:

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.

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 Condensed 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.

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 March 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 March 31, 2025
Assets
Money market funds (1)						$	3,328					$	—					$	—		$	3,328
Other investments
Government bonds						$	—					$	1					$	—		$	1
Derivatives (2)
Gross foreign exchange contracts						$	—					$	47					$	—		$	47
Liabilities
Derivatives (2)
Gross foreign exchange contracts						$	—					$	18					$	—		$	18

						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												0
Derivatives (2)
Gross foreign exchange contracts						$	—					$	16					$	—		$	16

(1)Included within Fiduciary assets or Short-term investments in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.

(2)Refer to Note 13 “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 in the three months ended March 31, 2025 or 2024. The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income

during the three months ended March 31, 2025 or 2024 related to assets and liabilities measured at fair value using unobservable inputs.

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):

			March 31, 2025												December 31, 2024
			Carrying Value						Fair Value						Carrying Value						Fair Value
Current portion of long-term debt			$	750					$	747					$	749					$	744
Long-term debt			$	16,284					$	15,541					$	16,265					$	15,308

15. 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 Condensed Consolidated Statements of Financial Position and have been recognized in Other general expense in the Condensed 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. 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 is one of the third parties that identifies capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties. 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 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 filed a lawsuit in New York State Supreme Court against Aon plc and Aon Insurance Managers (Bermuda) Ltd. alleging such claims. While Aon has settled and/or is in discussions to settle certain claims, Aon believes that it has meritorious defenses and intends to vigorously defend itself against those claims that are not settled. 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. 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 Condensed 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 $123 million at March 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 $98 million at March 31, 2025 compared to $162 million at December 31, 2024.

16. 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 and President, 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, 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 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 our reportable segments, including total segment revenue, consolidated revenue, segment operating income, and income before income taxes:

			Three Months Ended March 31, 2025
(millions, except per share data)			Risk Capital						Human Capital						Corporate/Eliminations						Total Consolidated
Revenue
Total revenue (1)			$	3,191					$	1,545					$	(7)					$	4,729
Expenses
Compensation and benefits			1,461						774						14						2,249
Information technology			90						45						1						136
Premises			52						29						1						82
Other expenses (2)			391						294						116						801
Total operating expenses			1,994						1,142						132						3,268
Operating income			1,197						403						(139)						1,461
Operating margin			37.5		%				26.1		%										30.9		%
Non-operating expenses
Interest income																					5
Interest expense																					(206)
Other income (expense)																					(10)
Income before income taxes																					$	1,250

(1)Includes fiduciary investment income of $65 million in Risk Capital and $2 million in Human Capital for the three months ended March 31, 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.

			Three Months Ended March 31, 2024
(millions, except per share data)			Risk Capital						Human Capital						Corporate/Eliminations						Total Consolidated
Revenue
Total revenue (1)			$	2,975					$	1,103					$	(8)					$	4,070
Expenses
Compensation and benefits			1,354						527						2						1,883
Information technology			89						35						—						124
Premises			50						21						—						71
Other expense (2)			297						133						97						527
Total operating expenses			1,790						716						99						2,605
Operating income			1,185						387						(107)						1,465
Operating margin			39.8		%				35.1		%										36.0		%
Non-operating expenses
Interest income																					28
Interest expense																					(144)
Other income (expense)																					75
Income before income taxes																					$	1,424

(1)Includes fiduciary investment income of $78 million in Risk Capital and $1 million in Human Capital for the three months ended March 31, 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.

Revenue

Reportable segment revenue includes inter-segment revenue of $5 million for Risk Capital and $2 million for Human Capital for the three months ended March 31, 2025 and $6 million for Risk Capital and $2 million for Human Capital for the three months ended March 31, 2024. 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 expenses/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 on Cash and cash equivalents and Short-term investments. Interest expense represents the cost of debt obligations. Other income (expense) consists of equity earnings (loss), 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.