Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY OF FIRST QUARTER 2025 FINANCIAL RESULTS

Aon plc is a leading global professional services firm providing a broad range of Risk Capital and Human Capital solutions. Through our experience, global reach, and comprehensive analytics, we help clients meet rapidly changing, increasingly complex, and interconnected challenges related to risk and people. We are committed to accelerating innovation to address unmet and evolving client needs so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business. Management remains focused on strengthening Aon and uniting the firm with a portfolio of Risk Capital and Human Capital capabilities enabled by data and analytics and a united operating model to deliver additional insight, connectivity, and efficiency.

Financial Results

The following is a summary of our first quarter of 2025 financial results.

  • Revenue increased $659 million, or 16%, to $4.7 billion. The increase reflects the contribution from NFP, 5% organic revenue growth, and a 2% unfavorable impact from foreign currency translation. Risk Capital revenue increased $216 million, or 7%, to $3.2 billion and Human Capital revenue increased $442 million, or 40%, to $1.5 billion compared to the prior year period.

  • Operating expenses increased $663 million, or 25%, to $3.3 billion compared to the prior year period due primarily to the inclusion of NFP’s ongoing operating expenses, an increase in expense associated with 5% Organic revenue growth, an increase in intangible asset amortization associated with the acquisition of NFP, and investments in long-term growth, partially offset by $40 million of net restructuring savings. Risk Capital operating expenses increased $204 million, or 11%, to $2.0 billion and Human Capital operating expenses increased $426 million, or 59%, to $1.1 billion compared to the prior year period.

  • Operating margin decreased to 30.9% from 36.0% in the prior year period, driven primarily by the addition of NFP and an increase in operating expenses as previously described, partially offset by organic revenue growth of 5% and $40 million of net restructuring savings. Risk Capital operating margin decreased to 37.5% from 39.8% and Human Capital operating margin decreased to 26.1% from 35.1% compared to the prior year period.

  • Due to the factors set forth above, Net income decreased $111 million, or 10%, to $982 million compared to the prior year period.

  • Diluted earnings per share was $4.43 compared to $5.35 per share for the prior year period.

  • Cash flows provided by operating activities was $140 million for the first three months of 2025, a decrease of $169 million, or 55%, from $309 million in the prior year period, primarily due to higher payments related to incentive compensation, interest and restructuring, partially offset by strong adjusted operating income growth and days sales outstanding improvements.

We focus on four key metrics that are not presented in accordance with U.S. GAAP that we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. The following is our measure of performance against these four metrics for the first quarter of 2025:

  • Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 5% for the first quarter of 2025, compared to 5% Organic revenue growth in the prior year period, driven by net new business and ongoing strong retention.

  • Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 38.4% for the first quarter of 2025 compared to 39.7% in the prior year period. The decrease in adjusted operating margin primarily reflects the addition of NFP and increased expenses, partially offset by 5% organic revenue growth and $40 million of net restructuring savings. Risk Capital adjusted operating margin decreased to 41.3% in the first quarter of 2025 compared to 41.7% in the prior year period. Human Capital adjusted operating margin decreased to 35.3% in the first quarter of 2025 compared to 36.4% in the prior year period.

  • Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $5.67 per share for the first quarter of 2025, compared to $5.66 per share for the prior year period.

  • Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $84 million in the first three months of 2025, a decrease of $177 million, or 68%, from $261 million in the prior year period, reflecting a $169 million decrease in Cash flows from operations, primarily due to higher payments

related to incentive compensation, interest and restructuring, partially offset by strong adjusted operating income growth and days sales outstanding improvements, and an $8 million increase in capital expenditures.

The current macroeconomic and geopolitical environment is subject to a number of uncertainties, including geopolitical conflicts, tariffs or changes in trade policies, capital markets volatility, and inflation. These and other factors may contribute to slower or negative economic growth and a challenging business environment for our clients. While we remain confident in the resilience and strength of our business and financial model, due to the global nature of our business, the current macroeconomic and geopolitical environment could negatively impact our financial condition and results of operations. For more information about these risks, please see “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Management of corporate sustainability risks – including those related to ESG matters – is an increasingly important priority for our clients. At Aon, helping clients manage risk - including those relating to corporate sustainability and ESG - is at the core of what we do. We offer a wide range of risk assessment, consulting, and advisory solutions, many of which are significant parts of our core business offerings, designed to address and manage corporate sustainability and ESG issues for clients, and to enable our clients to create more sustainable value.

REVIEW OF CONSOLIDATED RESULTS

Summary of Results

Our consolidated results (unaudited) are as follows (in millions):

Three Months Ended March 31,
20252024
Revenue
Total revenue$4,729$4,070
Expenses
Compensation and benefits2,2491,883
Information technology136124
Premises8271
Depreciation of fixed assets4644
Amortization and impairment of intangible assets19916
Other general expense446348
Accelerating Aon United Program expenses110119
Total operating expenses3,2682,605
Operating income1,4611,465
Interest income528
Interest expense(206)(144)
Other income (expense)(10)75
Income before income taxes1,2501,424
Income tax expense268331
Net income9821,093
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests1722
Net income attributable to Aon shareholders$965$1,071
Diluted net income per share attributable to Aon shareholders$4.43$5.35
Weighted average ordinary shares outstanding - diluted217.9200.1

Our segment results (unaudited) are as follows (in millions):

Three Months Ended March 31,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
20252024202520242025202420252024
Revenue
Total revenue$3,191$2,975$1,545$1,103$(7)$(8)$4,729$4,070
Expenses
Compensation and benefits1,4611,3547745271422,2491,883
Information technology908945351—136124
Premises525029211—8271
Other expenses (2)39129729413311697801527
Total operating expenses1,9941,7901,142716132993,2682,605
Operating income$1,197$1,185$403$387$(139)$(107)$1,461$1,465
Operating margin37.5%39.8%26.1%35.1%30.9%36.0%

(1)Corporate expenses/eliminations include governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.

(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

Total revenue increased $659 million, or 16%, to $4.7 billion. The increase reflects the contribution from NFP, 5% organic revenue growth, and a 2% unfavorable impact from foreign currency translation. Risk Capital revenue increased $216 million, or 7%, to $3.2 billion and Human Capital revenue increased $442 million, or 40%, to $1.5 billion.

Risk Capital

Commercial Risk Solutions revenue increased $194 million, or 11%, to $2.0 billion in the first quarter of 2025, reflecting growth across all major geographies driven by net new business and ongoing strong retention. Performance was highlighted by strong growth globally in core P&C. Results also reflect a modest tailwind from M&A services relative to the prior year. Market impact was flat in the quarter.

Reinsurance Solutions revenue increased $22 million, or 2%, to $1.2 billion in the first quarter of 2025, compared to the first quarter of 2024. Organic revenue growth was 4% in the first quarter of 2025, reflecting growth in treaty, driven by net new business and ongoing strong retention. Results also reflect a double-digit increase in facultative placements and insurance-linked securities. Market impact was flat in the quarter.

Human Capital

Health Solutions revenue increased $293 million, or 40%, to $1.0 billion in the first quarter of 2025, compared to $733 million in the first quarter of 2024. Organic revenue growth was 5% in the first quarter of 2025, reflecting double-digit growth globally in core health and benefits, driven by net new business, ongoing strong retention, and a modestly positive market impact. Strength in the core was partially offset by lower revenue in Consumer Benefits Solutions. Talent revenue was lower in the quarter as strength in advisory was offset by a decline in analytics due to a change in the timing of survey data delivery.

Wealth Solutions revenue increased $149 million, or 40%, to $519 million in the first quarter of 2025, compared to $370 million in the first quarter of 2024. Organic revenue growth was 8% in the first quarter of 2025, reflecting strength in Investments, highlighted by double-digit revenue growth in NFP, driven by net asset inflows and market performance. Strong growth in Retirement was driven by continued strong demand for advisory related to the ongoing impact of regulatory changes and pension de-risking.

Compensation and Benefits

Compensation and benefits expense increased $366 million, or 19%, compared to the prior year period due primarily to the inclusion of operating expenses from NFP and expense associated with 5% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $12 million, or 10%, compared to the prior year period due primarily to the inclusion of ongoing operating expenses from NFP.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, increased $11 million, or 15%, in the first quarter of 2025 compared to the prior year period, due primarily to the inclusion of ongoing operating expenses from NFP.

Depreciation of Fixed Assets

Depreciation of fixed assets primarily relates to software, leasehold improvements, furniture, fixtures, and equipment, computer equipment, buildings, and vehicles. Depreciation of fixed assets increased $2 million, or 5%, in the first quarter of 2025 compared to the prior year period.

Amortization and Impairment of Intangible Assets

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based, technology, and tradename assets. Amortization and impairment of intangible assets increased $183 million to $199 million in the first quarter of 2025 compared to the prior year period due primarily to an increase in intangible assets related to the acquisition of NFP.

Other General Expense

Other general expenses increased $98 million, or 28%, in the first quarter of 2025 due primarily to the inclusion of operating expenses from NFP and integration costs.

Accelerating Aon United Program Expenses

Accelerating Aon United Program expenses decreased $9 million in the first quarter of 2025 compared to the prior year period due to lower costs related to workforce optimization.

Total Operating Expenses and Operating Income

Total operating expenses increased $663 million, or 25%, to $3.3 billion in the first quarter of 2025 due primarily to the inclusion of NFP’s ongoing operating expenses, an increase in expense associated with 5% Organic revenue growth, an increase in intangible asset amortization associated with the acquisition of NFP, and investments in long-term growth, partially offset by $40 million of net restructuring savings. Due to the factors set forth above, Total operating income decreased $4 million to $1.5 billion in the first quarter of 2025.

Risk Capital Total operating expenses increased $204 million, or 11% to $2.0 billion in the first quarter of 2025. The increase was primarily due to an increase in Compensation and benefits and an increase in Other expenses. The increase in Compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expense associated with 5% and 4% organic revenue growth in Commercial Risk Solutions and Reinsurance Solutions, respectively, partially offset by restructuring savings. The increase in Other expenses is primarily due to increased Amortization and impairment from the NFP Transaction. Due to the factors set forth above, Risk Capital operating income increased $12 million, or 1%, to $1.2 billion in the first quarter of 2025.

Human Capital Total operating expenses increased $426 million, or 59% to $1.1 billion in the first quarter of 2025. The increase was primarily due to an increase in Compensation and benefits and an increase in Other expenses. The increase in Compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expense associated with 5% and 8% organic revenue growth in Health Solutions and Wealth Solutions, respectively. The increase in Other expenses is primarily due to increased Amortization and impairment of intangible assets acquired from the NFP Transaction. Due to the factors set forth above, Human Capital operating income increased $16 million, or 4%, to $403 million in the first quarter of 2025.

Interest Income

Interest income represents income earned, net of expense, on operating cash balances and other income-producing investments. Interest income does not include interest earned on funds held on behalf of clients. During the first quarter of 2025, interest income decreased $23 million to $5 million compared to the prior year period, due primarily to interest earned in the prior year period on the investment of $5 billion of term debt proceeds which were used to fund the purchase of NFP.

Interest Expense

Interest expense, which represents the cost of our debt obligations, increased $62 million to $206 million during the first quarter of 2025 compared to the prior year period, reflecting an increase in total debt, primarily to fund the purchase of NFP.

Other Income (Expense)

Other expense was $10 million for the first quarter of 2025 compared to Other income of $75 million for the first quarter of 2024. The decrease was primarily related to deferred consideration from the 2017 sale of our outsourcing business, which was greater in the prior year period.

Income before Income Taxes

Income before income taxes for the first quarter of 2025 was $1,250 million, a 12% decrease from $1,424 million compared to the prior year period.

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.

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the first quarter of 2025 decreased to $965 million, or $4.43 per diluted share, from $1.1 billion, or $5.35 per diluted share, in the prior year period.

Non-GAAP Metrics

In our discussion of consolidated results, we sometimes refer to certain non-GAAP supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, adjusted net income attributable to Aon shareholders, adjusted net income per share, adjusted other income (expense), adjusted effective tax rate, free cash flow, and the impact of foreign exchange rate fluctuations on operating results. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. Management also uses these measures to assess operating performance and performance for compensation. This non-GAAP supplemental information should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

Organic Revenue Growth

We use supplemental information related to Organic revenue growth to help us and our investors evaluate business growth from ongoing operations. Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges. This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. Industry peers provide

similar supplemental information about their revenue performance, although they may not make identical adjustments. A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages):

Three Months Ended March 31,
20252024% ChangeLess: Currency Impact (1)Less: Fiduciary Investment Income (2)Less: Acquisitions, Divestitures & OtherOrganic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions$2,002$1,80811%(2)%—%8%5%
Reinsurance Solutions1,1891,1672(1)(1)—4
Human Capital Revenue:
Health Solutions1,02673340(3)—385
Wealth Solutions51937040(1)—338
Eliminations(7)(8)N/AN/AN/AN/AN/A
Total revenue$4,729$4,07016%(2)%—%13%5%

(1)Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.

(2)Fiduciary investment income for the three months ended March 31, 2025 and 2024 was $67 million and $79 million, respectively.

(3)Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that Organic revenue growth includes Organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.

Adjusted Operating Margin

We use adjusted operating margin as a non-GAAP measure of our core operating performance of the Company. Adjusted operating margin excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions, except percentages):

Three Months Ended March 31,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
(millions, except percentages)20252024202520242025202420252024
Revenue$3,191$2,975$1,545$1,103$(7)$(8)$4,729$4,070
Operating income$1,197$1,185$403$387$(139)$(107)$1,461$1,465
Amortization and impairment of intangible assets84121154——19916
Change in the fair value of contingent consideration6—11———17—
Accelerating Aon United Program expenses (2)19444118764110119
Transaction and integration costs (3)(4)11—12—6152915
Adjusted operating income$1,317$1,241$545$402$(46)$(28)$1,816$1,615
Operating margin37.5%39.8%26.1%35.1%30.9%36.0%
Adjusted operating margin41.3%41.7%35.3%36.4%38.4%39.7%

(1)Corporate expenses/eliminations include governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.

(2)Total charges are expected to include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology costs.

(3)Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the NFP Transaction. No transaction costs and $11 million of transaction costs were recognized for the three months ended March 31, 2025 and 2024, respectively.

(4)The NFP Transaction has and will continue to result in certain non-recurring integration costs associated with colleague severance, retention bonus awards, termination of redundant third-party agreements, costs associated with legal entity rationalization, and professional or consulting fees related to alignment of management processes and controls, as well as costs associated with the assessment of NFP information technology environment and security protocols. Aon incurred $29 million and $4 million of integration costs in the three months ended March 31, 2025 and 2024, respectively.

Risk Capital adjusted operating income increased $76 million, or 6%, to $1.3 billion in the first quarter of 2025. The increase was primarily due to organic revenue growth of 5% in Commercial Risk Solutions and 4% in Reinsurance Solutions and the impact of NFP, partially offset by increased expenses and investments in long-term growth. Human Capital adjusted

operating income increased $143 million, or 36%, to $545 million in the first quarter of 2025. The increase was primarily due to organic revenue growth of 5% in Health Solutions and 8% in Wealth Solutions and the impact of NFP, partially offset by increased expenses and investments in long-term growth.

Adjusted Diluted Earnings per Share

We use adjusted diluted earnings per share as a non-GAAP measure of our core operating performance. Adjusted diluted earnings per share excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted diluted earnings per share represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

A reconciliation of this non-GAAP measure to reported diluted earnings per share is as follows (in millions, except per share data and percentages):

Three Months Ended March 31, 2025
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$1,461$355$1,816
Interest income5—5
Interest expense(206)—(206)
Other income (expense) (1)(10)(20)(30)
Income before income taxes1,2503351,585
Income tax expense (2)26864332
Net income9822711,253
Less: Net income attributable to noncontrolling interests17—17
Net income attributable to Aon shareholders$965$271$1,236
Diluted net income per share attributable to Aon shareholders$4.43$1.24$5.67
Weighted average ordinary shares outstanding - diluted217.9—217.9
Effective tax rates (2)21.4%20.9%
Three Months Ended March 31, 2024
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$1,465$150$1,615
Interest income28—28
Interest expense(144)—(144)
Other income (expense) (1)75(82)(7)
Income before income taxes1,424681,492
Income tax expense (2)3316337
Net income1,093621,155
Less: Net income attributable to noncontrolling interests22—22
Net income attributable to Aon shareholders$1,071$62$1,133
Diluted net income per share attributable to Aon shareholders$5.35$0.31$5.66
Weighted average ordinary shares outstanding - diluted200.1—200.1
Effective tax rates (2)23.2%22.6%

(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 .

(2)Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with Accelerating Aon United Program expenses, deferred consideration from a prior year sale of business, certain transaction and integration costs related to the acquisition of NFP, and changes in the fair value of contingent consideration, which are adjusted at the related jurisdictional rate. The tax adjustment also excludes interest accruals for income tax reserves related to the termination fee payment made in connection with the Company’s terminated proposed combination with Willis Towers Watson.

Free Cash Flow

We use free cash flow, defined as cash flows provided by operations less capital expenditures, as a non-GAAP measure of our core operating performance and cash-generating capabilities of our business operations. This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. Management believes the supplemental information related to free cash flow is helpful to investors when evaluating our operating performance and liquidity results. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures. A reconciliation of this non-GAAP measure to the reported Cash provided by operating activities is as follows (in millions):

Three Months Ended March 31,
20252024
Cash provided by operating activities$140$309
Capital expenditures(56)(48)
Free cash flow$84$261

Impact of Foreign Currency Exchange Rate Fluctuations

Because we conduct business in over 120 countries, foreign exchange rate fluctuations may have a significant impact on our business. Foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income. Therefore, to give financial statement users meaningful information about our operations, we have provided an illustration of the comparable impact of foreign currency exchange rates on our financial results. The methodology used to calculate this comparable impact isolates the impact of the change in currencies between periods by hypothetically translating the prior year quarter’s revenue, expenses, and net income using the current quarter’s foreign currency exchange rates.

Currency fluctuations had an unfavorable impact of $0.13 on net income per diluted share during the three months ended March 31, 2025 if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had a favorable impact of $0.02 on net income per diluted share during the three months ended March 31, 2024 if 2023 results were translated at 2024 rates.

Currency fluctuations had an unfavorable impact of $0.14 on adjusted diluted earnings per share during the three months ended March 31, 2025 if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had a favorable impact of $0.02 on adjusted diluted earnings per share during the three months ended March 31, 2024 if 2023 results were translated at 2024 rates. These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Condensed Consolidated Financial Statements.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

We believe that our balance sheet and strong cash flow provide us with adequate liquidity. Our primary sources of liquidity in the near-term include cash flows provided by operations and available cash reserves; primary sources of liquidity in the long-term include cash flows provided by operations, debt capacity available under our credit facilities, and capital markets. Our primary uses of liquidity are operating expenses and investments, capital expenditures, acquisitions, share repurchases, pension obligations, shareholder dividends, and Accelerating Aon United Program cash charges. We believe that cash flows from operations, available credit facilities, available cash reserves, and the capital markets will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, and anticipated working capital requirements in the next twelve months and over the long-term.

Cash on our balance sheet includes funds available for general corporate purposes, as well as amounts restricted as to their use. Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in our Condensed Consolidated Statements of Financial Position, with a corresponding amount in Fiduciary liabilities.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriters. We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds. Unremitted insurance premiums and claims are held by us in a fiduciary capacity. The levels of funds held on behalf of clients and liabilities can fluctuate significantly depending on when we collect

the premiums, claims, and refunds, make payments to underwriters and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Funds held on behalf of clients, because of their nature, are generally invested in highly liquid securities with highly rated, credit-worthy financial institutions. Fiduciary assets include funds held on behalf of clients of $7.1 billion and $7.2 billion at March 31, 2025 and December 31, 2024, respectively, and fiduciary receivables of $10.7 billion and $10.3 billion at March 31, 2025 and December 31, 2024, respectively. While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes.

We maintain multicurrency cash pools with third-party banks in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero. At March 31, 2025, cash balances of one or more non-U.S. entities may have been negative; however, the overall balance was positive.

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of March 31, 2025 (in millions):

Statement of Financial Position Classification
Asset TypeCash and Cash EquivalentsShort-term InvestmentsFiduciary AssetsTotal
Certificates of deposit, bank deposits, or time deposits$964$—$4,100$5,064
Money market funds—3662,9623,328
Cash, Short-term investments, and funds held on behalf of clients9643667,0628,392
Fiduciary receivables——10,70410,704
Total$964$366$17,766$19,096

Cash and cash equivalents and funds held on behalf of clients, including cash and cash equivalents and funds held on behalf of clients classified as held for sale, had a net decrease of $305 million for the three months ended March 31, 2025 compared to a net increase of $463 million for the three months ended March 31, 2024. A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):

Three Months Ended March 31,
20252024
Cash provided by operating activities$140$309
Cash used for investing activities(292)(4,961)
Cash provided by (used for) financing activities(349)5,261
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients196(146)
Net increase (decrease) in cash and cash equivalents and funds held on behalf of clients$(305)$463

Operating Activities

Net cash provided by operating activities during the three months ended March 31, 2025 was $140 million, a decrease of $169 million compared to $309 million of Cash flows provided by operating activities in the prior year period. This amount represents Net income reported, generally adjusted for gains from sales of businesses, losses from sales of businesses, share-based compensation expense, depreciation expense, amortization and impairments, and other non-cash income and expenses, including pension settlement charges. Adjustments also include changes in working capital that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses.

Pension Contributions

Pension contributions were $30 million for the three months ended March 31, 2025, as compared to $17 million for the three months ended March 31, 2024. For the remainder of 2025, we expect to contribute approximately $58 million in cash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.

Accelerating Aon United Program Expenses

In the third quarter of 2023, we initiated the Accelerating Aon United Program with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing the real estate footprint to align to our 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.

Program charges are recognized within the Program’s expenses on the accompanying Condensed Consolidated Statements of Income and consists of the following cost activities:

*•*Technology and other – includes costs associated with actions taken to rationalize certain applications and to optimize technology across the Company. These costs may include contract 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 changes in the Company’s liabilities for the Program as of March 31, 2025 are as follows (in millions):

Technology and otherWorkforce optimizationAsset impairmentsTotal
Liability Balance as of December 31, 2024$17$97$—$114
Charges56513110
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.

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. Over the life of the program, our Risk Capital segment is expected to incur approximately $200 million of charges, while our Human Capital segment is expected to incur approximately $50 million of charges, with the remaining charges relating to corporate expenses. The Program is estimated to generate annualized expense savings of approximately $350 million by the end of 2026, largely benefiting Compensation and benefits, Information technology, and Premises on the Condensed Consolidated Statements of Income. For the three months ended March 31, 2025, total Program costs incurred were $110 million. 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 realized an additional $40 million of expense savings in the first three months of 2025 from Program actions, the majority of which were recognized within Compensation and benefits on the Condensed Consolidated Statements of Income.

Investing Activities

Cash flows used for investing activities were $292 million during the three months ended March 31, 2025, a decrease of $4.7 billion compared to $5.0 billion of Cash flows used for investing activities in the prior year period. Generally, the primary drivers of cash flows used for investing activities are acquisition of businesses, purchases of short-term investments, capital expenditures, and payments for investments. Generally, the primary drivers of cash flows provided by investing activities are sales of businesses, including collection of deferred consideration in connection with prior year business divestitures, sales of short-term investments, and proceeds from investments. The gains and losses corresponding to cash flows provided by proceeds from investments and used for payments for investments are primarily recognized in Other income (expense) in our Condensed Consolidated Statements of Income.

Short-term Investments

Short-term investments increased $147 million to $366 million at March 31, 2025 compared to December 31, 2024. The majority of our investments carried at fair value are money market funds. These money market funds are held throughout the world with various financial institutions. We are not aware of any market liquidity issues that would materially impact the fair value of these investments.

Acquisitions and Dispositions of Businesses

During the first three months of 2025, we completed 7 acquisitions, 6 within Risk Capital and 1 within Human Capital. Cash consideration, net of cash and funds held on behalf of clients acquired, was $116 million, which relates to current year acquisitions. The majority of cash consideration for the Griffiths & Armour acquisition, completed in the first quarter of 2025, was recognized as a cash outflow in the fourth quarter of 2024. During the first three months of 2024, we completed no acquisitions. Cash consideration, net of cash and funds held on behalf of clients acquired, was $4 million, which relates to acquisitions completed in 2023.

During the first three months of 2025, we completed no dispositions. There was an insignificant cash flow impact during the first three months of 2025 related to dispositions in prior periods. During the first three months of 2024, we completed one disposition within Human Capital which had an insignificant cash flow impact. During the first three months of 2025 and 2024, a $20 million and $82 million gain was recognized, respectively, related to the deferred consideration earned for the 2017 sale of the benefits administration and business process outsourcing business. Of these amounts, $20 million and $75 million of cash was received during the first three months of 2025 and 2024, respectively.

Capital Expenditures

Our additions to fixed assets including capitalized software, amounted to $56 million and $48 million for the three months ended March 31, 2025 and 2024, respectively, which primarily relate to new build out and the refurbishing of office facilities, software development costs, and computer equipment purchases. In the current period, we continue to support certain technology projects to drive long-term growth and real estate projects to align with our Smart Working strategy, including projects related to our AAU restructuring program.

Financing Activities

Cash flows used for financing activities were $349 million during the three months ended March 31, 2025 compared to $5.3 billion of Cash flows provided by financing activities in the prior year period. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares. Generally, the primary drivers of cash flows used for financing activities are repayments of debt, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, transactions with noncontrolling interests, and other financing activities, such as payments for deferred consideration in connection with prior year business acquisitions.

Share Repurchase Program

We have a share repurchase program authorized by our Board of Directors. 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.

The following table summarizes our share repurchase activity (in millions, except per share data):

Three Months Ended March 31,
20252024
Shares repurchased0.60.8
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 repurchase 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. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

Total debt at March 31, 2025 was $17.6 billion, an increase of $616 million compared to December 31, 2024. Further, commercial paper activity during the three months ended March 31, 2025 and 2024 is as follows (in millions):

Three Months Ended March 31,
20252024
Total issuances (1)$1,149$948
Total repayments(555)(1,539)
Net issuances (repayments)$594$(591)

(1)The proceeds of the commercial paper issuances are generally used for short-term working capital needs.

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 notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with 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 acquisition of NFP, to repay certain debt of NFP and to pay related fees and expenses.

Other Liquidity Matters

Distributable Profits

We are 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). As of March 31, 2025 and December 31, 2024, we had distributable profits in excess of $29.3 billion and $29.7 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.

Revolving Credit Facilities

We expect cash generated by operations for 2025 to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders. Although cash from operations is expected to be

sufficient to service these activities, we have the ability to access the commercial paper markets or borrow under our credit facilities to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

As of March 31, 2025, we had two primary committed credit facilities outstanding: a $1.0 billion multi-currency U.S. credit facility expiring in September 2027 and a $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 and the delayed draw term loan includes customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. We did not have borrowings under either of these primary committed credit facilities as of March 31, 2025 and December 31, 2024, respectively. Additionally, we are 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.

Shelf Registration Statement

On June 22, 2023, we filed a shelf registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt securities, preference shares, class A ordinary shares and convertible securities. Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors.

Rating Agency Ratings

The major rating agencies’ ratings of our debt at April 25, 2025 appear in the table below.

Ratings
Senior Long-term DebtCommercial PaperOutlook
Standard & Poor’sA-A-2Negative
Moody’s Investor ServicesBaa2P-2Stable
Fitch, Inc.BBB+F-2Stable

Letters of Credit and Other Guarantees

We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $123 million at March 31, 2025, compared to $124 million at December 31, 2024. These LOCs cover the beneficiaries related to certain of our U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to our own E&O liability insurance program, and secure deductible retentions for our own workers’ compensation program. We also have obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.

We have 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.

Guarantee of Registered Securities

All issued and outstanding debt securities by Aon Corporation are guaranteed by Aon Global Limited, Aon plc, Aon North America, Inc., and Aon Global Holdings plc, and include the following (collectively, the “Aon Corporation Notes”):

Aon Corporation Notes
8.205% Junior Subordinated Notes due January 2027
4.50% Senior Notes due December 2028
3.75% Senior Notes due May 2029
2.80% Senior Notes due May 2030
6.25% Senior Notes due September 2040

All guarantees of Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc of the Aon Corporation 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 Aon Corporation. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

All issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation, and include the following (collectively, the “Aon Global Limited Notes”):

Aon Global Limited Notes
3.875% Senior Notes due December 2025
2.875% Senior Notes due May 2026
4.25% Senior Notes due December 2042
4.45% Senior Notes due May 2043
4.60% Senior Notes due June 2044
4.75% Senior Notes due May 2045

All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited 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 Aon Global Limited. There are no subsidiaries other than those listed above that guarantee the Aon Global Limited Notes.

All issued and outstanding debt securities by Aon North America, Inc. are guaranteed by Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation, and include the following (collectively, the “Aon North America, Inc. Notes”):

Aon North America, Inc. Notes
5.125% Senior Notes due March 2027
Delayed Draw Term Loan due April 2027
5.150% Senior Notes due March 2029
5.300% Senior Notes due March 2031
5.450% Senior Notes due March 2034
5.750% Senior Notes due March 2054

All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc. 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 Aon North America, Inc. There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc. Notes.

All co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited and include the following (collectively, the “Co-Issued Notes”):

Co-Issued Notes - Aon Corporation and Aon Global Holdings plc
2.85% Senior Notes due May 2027
2.05% Senior Notes due August 2031
2.60% Senior Notes due December 2031
5.00% Senior Notes due September 2032
5.35% Senior Notes due February 2033
2.90% Senior Notes due August 2051
3.90% Senior Notes due February 2052

All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. 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. There are no subsidiaries other than those listed above that guarantee the Co-Issued Notes.

Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation together comprise the revised “Obligor group”. The following tables set forth summarized financial information for the revised Obligor group, which reflects the financial results of Aon North America, Inc. for the year ended December 31, 2024 and for the period ended March 31, 2025.

Adjustments are made to the tables to eliminate intercompany balances and transactions between the revised Obligor group. Intercompany balances and transactions between the revised Obligor group and non-guarantor subsidiaries are presented as separate line items within the summarized financial information. These balances are presented on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the revised Obligor group in non-guarantor subsidiaries.

Obligor Group
Summarized Statement of Income Information
Three Months Ended
(millions)March 31, 2025
Revenue$—
Operating loss$(26)
Income from non-guarantor subsidiaries before income taxes$(80)
Net loss$(253)
Net loss attributable to Aon shareholders$(253)
Obligor Group
Summarized Statement of Financial Position Information
As ofAs of
(millions)March 31, 2025December 31, 2024
Receivables due from non-guarantor subsidiaries$4,061$9,611
Other current assets20777
Total current assets$4,268$9,688
Non-current receivables due from non-guarantor subsidiaries$10,772$10,768
Other non-current assets1,4491,393
Total non-current assets$12,221$12,161
Payables to non-guarantor subsidiaries$8,510$7,628
Other current liabilities4,5743,309
Total current liabilities$13,084$10,937
Non-current payables to non-guarantor subsidiaries$9,807$9,801
Other non-current liabilities17,65017,668
Total non-current liabilities$27,457$27,469

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to our critical accounting policies, which include revenue recognition, pensions, goodwill and other intangible assets, contingencies, share-based payments, income taxes, Accelerating Aon United restructuring charges, and business combinations as discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

NEW ACCOUNTING PRONOUNCEMENTS

Note 2 “Accounting Principles and Practices” to our Financial Statements contained in Part I, Item 1 of this report contains a discussion of recently issued accounting pronouncements and Securities and Exchange Commission final rules and their future potential impact on our financial results or disclosures, if determinable.

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