Item 1. Financial Statements

142K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

Aon plc

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(millions, except per share data)2025202420252024
Revenue
Total revenue$3,997$3,721$12,881$11,551
Expenses
Compensation and benefits2,2592,1506,8686,163
Information technology140141412397
Premises8588252241
Depreciation of fixed assets4747140136
Amortization and impairment of intangible assets193174593318
Other general expense4254291,2441,232
Accelerating Aon United Program expenses3269236320
Total operating expenses3,1813,0989,7458,807
Operating income8166233,1362,744
Interest income—4563
Interest expense(206)(213)(624)(582)
Other income (expense)(13)3533346
Income before income taxes5974492,5502,571
Income tax expense12794504585
Net income4703552,0461,986
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests12124448
Net income attributable to Aon shareholders$458$343$2,002$1,938
Basic net income per share attributable to Aon shareholders$2.12$1.58$9.26$9.24
Diluted net income per share attributable to Aon shareholders$2.11$1.57$9.21$9.20
Weighted average ordinary shares outstanding - basic215.7217.4216.1209.7
Weighted average ordinary shares outstanding - diluted216.7218.4217.3210.6

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

Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(millions)2025202420252024
Net income$470$355$2,046$1,986
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests12124448
Net income attributable to Aon shareholders4583432,0021,938
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments(9)8484
Foreign currency translation adjustments(91)349752129
Postretirement benefit obligation28—7439
Total other comprehensive income (expense)(72)357830252
Less: Other comprehensive income attributable to noncontrolling interests————
Total other comprehensive income (expense) attributable to Aon shareholders(72)357830252
Comprehensive income attributable to Aon shareholders$386$700$2,832$2,190

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

Aon plc

Condensed Consolidated Statements of Financial Position

(Unaudited)
(millions, except nominal value)September 30, 2025December 31, 2024
Assets
Current assets
Cash and cash equivalents$1,095$1,085
Short-term investments207219
Receivables, net4,2763,803
Fiduciary assets18,78117,566
Other current assets2,210759
Total current assets26,56923,432
Goodwill15,70415,234
Intangible assets, net5,8276,743
Fixed assets, net684637
Operating lease right-of-use assets681711
Deferred tax assets855654
Prepaid pension588556
Other non-current assets729998
Total assets$51,637$48,965
Liabilities, redeemable noncontrolling interests, and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities$2,398$2,905
Short-term debt and current portion of long-term debt1,735751
Fiduciary liabilities18,78117,566
Other current liabilities2,1891,773
Total current liabilities25,10322,995
Long-term debt15,05516,265
Non-current operating lease liabilities651685
Deferred tax liabilities361319
Pension, other postretirement, and postemployment liabilities1,0521,127
Other non-current liabilities1,2161,144
Total liabilities43,43842,535
Redeemable noncontrolling interests85125
Equity
Ordinary shares - $0.01 nominal value Authorized: 500.0 shares (issued: 2025 - 215.2; 2024 - 216.0)22
Additional paid-in capital13,37913,173
Accumulated deficit(1,527)(2,309)
Accumulated other comprehensive loss(3,915)(4,745)
Total Aon shareholders' equity7,9396,121
Nonredeemable noncontrolling interests175184
Total equity8,1146,305
Total liabilities, redeemable noncontrolling interests and equity$51,637$48,965

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

Aon plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

(millions)SharesOrdinary Shares and Additional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Loss, Net of TaxNon- redeemable Non- controlling InterestsTotal
Balance at January 1, 2025216.0$13,175$(2,309)$(4,745)$184$6,305
Net income (1)——965—21986
Shares issued - employee stock compensation plans0.7(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, 2025216.1$13,200$(1,740)$(4,456)$191$7,195
Net income (2)——579—14593
Shares issued - employee stock compensation plans0.3(49)(1)——(50)
Shares repurchased(0.7)—(250)——(250)
Share-based compensation expense—119———119
Dividends to shareholders ($0.745 per share)——(162)——(162)
Net change in fair value of financial instruments———10—10
Net foreign currency translation adjustments———604—604
Net postretirement benefit obligation———(1)—(1)
Purchases of subsidiary shares from nonredeemable noncontrolling interests—(9)———(9)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock————(40)(40)
Remeasurement of redemption value of redeemable noncontrolling interest—(1)———(1)
Balance at June 30, 2025215.7$13,260$(1,574)$(3,843)$165$8,008
Net income (3)——458—12470
Shares issued - employee stock compensation plans0.220———20
Shares repurchased(0.7)—(250)——(250)
Share-based compensation expense—106———106
Dividends to shareholders ($0.745 per share)——(161)——(161)
Net change in fair value of financial instruments———(9)—(9)
Net foreign currency translation adjustments———(91)—(91)
Net postretirement benefit obligation———28—28
Purchases of subsidiary shares from noncontrolling interests—(1)———(1)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock————(2)(2)
Remeasurement of redemption value of redeemable noncontrolling interest—(4)———(4)
Balance at September 30, 2025215.2$13,381$(1,527)$(3,915)$175$8,114

(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.

(2)The Company’s Net income totaled $594 million for the quarter ended June 30, 2025, which included $1 million of Net income related to redeemable noncontrolling interests.

(3)The Company’s Net income totaled $470 million for the quarter ended September 30, 2025, which included an insignificant amount of Net income related to redeemable noncontrolling interests.

(millions)SharesOrdinary Shares and Additional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Loss, Net of TaxNon-redeemable Non- controlling InterestsTotal
Balance at January 1, 2024198.6$6,946$(3,399)$(4,373)$84$(742)
Net income——1,071—221,093
Shares issued - employee stock compensation plans0.8(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, 2024198.6$6,971$(2,700)$(4,404)$105$(28)
Net income (1)——524—12536
Shares issued - NFP Transaction19.05,882———5,882
Shares issued - employee stock compensation plans0.4(45)———(45)
Shares repurchased(0.8)—(250)——(250)
Share-based compensation expense—117———117
Dividends to shareholders ($0.675 per share)——(148)——(148)
Net change in fair value of financial instruments———1—1
Net foreign currency translation adjustments———(88)—(88)
Net postretirement benefit obligation———13—13
Purchases of subsidiary shares from nonredeemable noncontrolling interests————8686
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock————(35)(35)
Adjustments to redeemable noncontrolling interests—(13)———(13)
Balance at June 30, 2024217.2$12,912$(2,574)$(4,478)$168$6,028
Net income (2)——343—11354
Shares issued - employee stock compensation plans0.220———20
Shares repurchased(0.9)—(304)——(304)
Share-based compensation expense—114———114
Dividends to shareholders ($0.675 per share)——(147)——(147)
Net change in fair value of financial instruments———8—8
Net foreign currency translation adjustments———349—349
Net postretirement benefit obligation——————
Purchases of subsidiary shares from noncontrolling interests—1———1
Dividends paid to noncontrolling interests on subsidiary common stock————(5)(5)
Balance at September 30, 2024216.5$13,047$(2,682)$(4,121)$174$6,418

(1)The Company’s Net income totaled $538 million for the quarter ended June 30, 2024, which included $2 million of Net income related to redeemable noncontrolling interests.

(2)The Company’s Net income totaled $355 million for the quarter ended September 30, 2024, which included $1 million of Net income related to redeemable noncontrolling interests.

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

Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,
(millions)20252024
Cash flows from operating activities
Net income$2,046$1,986
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses(1)(333)
Depreciation of fixed assets140136
Amortization and impairment of intangible assets593318
Share-based compensation expense372361
Deferred income taxes(236)(146)
Other, net(116)(126)
Change in assets and liabilities:
Receivables, net(342)(384)
Accounts payable and accrued liabilities(543)(36)
Accelerating Aon United Program liabilities(29)43
Current income taxes(141)(119)
Pension, other postretirement and postemployment liabilities(17)(25)
Other assets and liabilities358160
Cash provided by operating activities2,0841,835
Cash flows from investing activities
Proceeds from investments114186
Purchases of investments(139)(136)
Net purchases of short-term investments - non fiduciary16182
Acquisition of businesses, net of cash and funds held on behalf of clients(276)(3,011)
Sale of businesses, net of cash and funds held on behalf of clients112686
Capital expenditures(189)(163)
Cash used for investing activities(362)(2,256)
Cash flows from financing activities
Share repurchase(750)(800)
Proceeds from issuance of shares6061
Cash paid for employee taxes on withholding shares(201)(190)
Commercial paper issuances, net of repayments376(591)
Issuance of debt—7,926
Repayment of debt(700)(4,878)
Increase in fiduciary liabilities, net of fiduciary receivables706609
Cash dividends to shareholders(468)(416)
Redeemable and nonredeemable noncontrolling interests, and other financing activities(164)(156)
Cash provided by (used for) financing activities(1,141)1,565
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients606177
Net increase in cash and cash equivalents and funds held on behalf of clients1,1871,321
Cash, cash equivalents and funds held on behalf of clients at beginning of period8,3337,722
Cash, cash equivalents and funds held on behalf of clients at end of period$9,520$9,043
Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents$1,095$1,103
Cash and cash equivalents and funds held on behalf of clients classified as held for sale34—
Funds held on behalf of clients8,3917,940
Total cash and cash equivalents and funds held on behalf of clients$9,520$9,043
Supplemental disclosures:
Interest paid$689$538
Income taxes paid, net of refunds$881$850

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 and nine months ended September 30, 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

Accounting for and Disclosure of Software Costs

In September 2025, the FASB issued new accounting guidance under ASC 350-40, Intangibles — Goodwill and Other Internal-Use Software to modernize the criteria for capitalizing software development costs by removing references to development stages and framework updates to better reflect current software development practices. The new guidance is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact the new guidance will have on the Consolidated Financial Statements and Notes.

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 the year ended December 31, 2027, with early adoption permitted. Entities may apply the new guidance on a prospective basis, with the option for retrospective application. The Company is currently evaluating the 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 were to be effective for the year ended December 31, 2025, with the exception of GHG emissions disclosures which were to be effective for the year ended December 31, 2026. The final rules have been subject to several legal challenges and on April 4, 2024, the SEC voluntarily stayed the final rules, which remains in effect. On March 27, 2025, the SEC voted to end its legal defense of the final rules in Court of Appeals for the Eighth Circuit. The Eighth Circuit has suspended the litigation until the SEC informs the court whether it intends to reconsider the rules under administrative procedures or whether the SEC will renew its defense of the rules. The Company is monitoring the judicial process for resolution of the legal challenges and impacts on the disclosure requirements.

3. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by principal service line (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Commercial Risk Solutions$1,988$1,852$6,168$5,675
Reinsurance Solutions5375032,4142,305
Total Risk Capital (1)2,5252,3558,5827,980
Health Solutions9358702,7332,265
Wealth Solutions5404991,5781,332
Total Human Capital (1)1,4751,3694,3113,597
Eliminations(3)(3)(12)(26)
Total revenue$3,997$3,721$12,881$11,551

(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 September 30, 2025
Risk CapitalHuman CapitalCorporate/EliminationsTotal
U.S.$1,229$858$(3)$2,084
Americas other than U.S.260121—381
U.K.303222—525
Ireland2121—42
Europe, Middle East, & Africa other than U.K. and Ireland400155—555
Asia Pacific31298—410
Total revenue$2,525$1,475$(3)$3,997
Three Months Ended September 30, 2024
Risk CapitalHuman CapitalCorporate/EliminationsTotal
U.S.$1,206$880$(3)$2,083
Americas other than U.S.19568—263
U.K.255182—437
Ireland2018—38
Europe, Middle East, & Africa other than U.K. and Ireland361131—492
Asia Pacific31890—408
Total revenue$2,355$1,369$(3)$3,721
Nine Months Ended September 30, 2025
Risk CapitalHuman CapitalCorporate/EliminationsTotal
U.S.$3,774$2,364$(12)$6,126
Americas other than U.S.799351—1,150
U.K.1,144612—1,756
Ireland6766—133
Europe, Middle East, & Africa other than U.K. and Ireland1,815636—2,451
Asia Pacific983282—1,265
Total revenue$8,582$4,311$(12)$12,881
Nine Months Ended September 30, 2024
Risk CapitalHuman CapitalCorporate/EliminationsTotal
U.S.$3,501$1,957$(26)$5,432
Americas other than U.S.682266—948
U.K.1,045523—1,568
Ireland5650—106
Europe, Middle East, & Africa other than U.K. and Ireland1,717550—2,267
Asia Pacific979251—1,230
Total revenue$7,980$3,597$(26)$11,551

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 September 30,Nine Months Ended September 30,
2025202420252024
Balance at beginning of period$273$264$424$370
Additions4404001,2671,166
Amortization(392)(367)(1,384)(1,235)
Impairment————
Foreign currency translation and other(1)5131
Balance at end of period$320$302$320$302

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 September 30,Nine Months Ended September 30,
2025202420252024
Balance at beginning of period$187$196$207$195
Additions4193151
Amortization(1)(13)(54)(40)
Impairment————
Foreign currency translation and other——6(4)
Balance at end of period$190$202$190$202

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 and nine months ended September 30, 2025, total Program costs incurred were $32 million and $236 million, respectively. Over the life of the Program, the Risk Capital segment is expected to incur approximately $230 million of charges, while the Human Capital segment is expected to incur approximately $60 million of charges, with the remaining charges relating to corporate expenses.

Total Program costs incurred for the three and nine months ended September 30, 2025 and 2024 are as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Risk Capital (1)$(3)$11$48$103
Human Capital (1)(1)4927
Corporate3654179190
Total$32$69$236$320

(1)Risk Capital and Human Capital Program costs reflect changes in accruals made in the current period related to Workforce optimization.

The changes in the Company’s liabilities for the Program as of September 30, 2025 are as follows (in millions):

Technology and otherWorkforce optimizationAsset impairmentsTotal
Liability balance as of December 31, 2024$17$97$—$114
Charges138917236
Cash payments(124)(110)—(234)
Foreign currency translation and other—5—5
Non-cash charges(7)(17)(7)(31)
Liability balance as of September 30, 2025$24$66$—$90
Total costs incurred from inception to date$278$391$91$760

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.

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 September 30, 2025 and December 31, 2024, Cash and cash equivalents and Short-term investments were $1.3 billion. Of the total balances, $136 million and $123 million were restricted as to their use at September 30, 2025 and December 31, 2024, respectively. Included within Short-term investments as of September 30, 2025 and December 31, 2024, were £71 million ($96 million at September 30, 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 September 30,Nine Months Ended September 30,
2025202420252024
Pension and other postretirement$(21)$(14)$(65)$(35)
Extinguishment of debt—(1)—(7)
Gain from sales of businesses1761333
Equity earnings4255
Foreign currency remeasurement11(30)(43)(21)
Financial instruments and other (1)(8)213571
Total$(13)$35$33$346

(1)During the nine months ended September 30, 2025, a gain of $108 million was recognized, which was all recognized in the first six months of 2025. During the three and nine months ended September 30, 2024, a $2 million and $84 million gain was recognized, respectively. These gains are 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 September 30,Nine Months Ended September 30,
2025202420252024
Balance at beginning of period$79$87$75$79
Provision421013
Accounts written off, net of recoveries(9)(6)(15)(8)
Foreign currency translation and other—241
Balance at end of period$74$85$74$85

Other Current Assets

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

As ofSeptember 30, 2025December 31, 2024
Assets held for sale (1)$1,274$1
Costs to fulfill contracts with customers (2)320424
Prepaid expenses175135
Taxes receivable12143
Other320156
Total$2,210$759

(1)Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

(2)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

Other Non-Current Assets

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

As ofSeptember 30, 2025December 31, 2024
Costs to obtain contracts with customers (1)$190$207
Investments16390
Taxes receivable10190
Other (2) (3)275611
Total$729$998

(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

(2)Includes $9 million as of December 31, 2024 that was previously classified as “Leases” within Aon’s Annual Report on Form 10-K filed February 18, 2025. The prior year balance has been reclassified to conform to current year presentation.

(3)As of December 31, 2024, includes $416 million of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.

Other Current Liabilities

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

As ofSeptember 30, 2025December 31, 2024
Deferred revenue (1)$286$280
Leases177191
Liabilities held for sale (2)166—
Taxes payable127260
Contingent consideration7093
Other1,363949
Total$2,189$1,773

(1)During the three and nine months ended September 30, 2025, revenue of $258 million and $724 million, respectively, was recognized in the Condensed Consolidated Statements of Income that was previously deferred. During the three and nine months ended September 30, 2024, revenue of $240 million and $618 million, respectively, was recognized in the Condensed Consolidated Statements of Income that was previously deferred.

(2)Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

Other Non-Current Liabilities

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

As ofSeptember 30, 2025December 31, 2024
Taxes payable$979$885
Contingent consideration121104
Compensation and benefits5761
Deferred revenue2930
Other3064
Total$1,216$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, for a purchase price of approximately $418 million, in the Risk Capital segment.

Total acquisitions completed by the Company for the three and nine months ended September 30, 2025 and 2024 were as follows. Acquisitions that impact multiple segments are categorized by the segment primarily impacted.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Risk Capital1388
Human Capital4568
Total581416

The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):

Nine Months Ended September 30, 2025
Consideration transferred:
Cash (1)$788
Deferred and contingent consideration43
Aggregate consideration transferred$831
Assets acquired:
Goodwill476
Intangible assets379
Other assets (2)198
Total assets acquired1,053
Liabilities assumed:
Total liabilities assumed222
Net assets acquired$831

(1)As of December 31, 2024, includes $416 million of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025.

(2)Includes Cash and cash equivalents of $39 million and $62 million in funds held on behalf of clients.

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

Significant Prior Year Acquisition

On April 25, 2024, the Company acquired 100% of the outstanding equity interests of NFP Intermediate Holdings A Corp. (the “NFP Transaction”) in a cash-and-stock merger for an aggregate U.S. GAAP purchase price totaling $9.1 billion, including approximately $3.2 billion used to settle indebtedness of NFP and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024. In addition, the Company had other adjustments of $3.9 billion for cash and certain assumed liabilities. As part of the NFP Transaction, the Company acquired certain less-than-wholly owned entities, resulting in the recognition of noncontrolling interests, which are described further below.

Aon accounted for its business combinations under the acquisition method of accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of intangible assets acquired requires significant judgments, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgments could produce materially different results. These estimates are refined over a measurement period, not to exceed one year from the acquisition date.

Purchase accounting, including measurement period adjustments, were finalized in the second quarter of 2025. The fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are shown below (in millions):

NFP Acquisition
Consideration transferred:
Cash$3,247
Class A ordinary shares issued5,882
Aggregate consideration transferred$9,129
Assets acquired:
Goodwill6,838
Intangible assets6,775
Other assets (1)1,362
Total assets acquired14,975
Liabilities assumed:
Long-term debt3,422
Deferred tax liabilities (2)1,013
Other liabilities (3)1,218
Total liabilities assumed5,653
Less: Fair value of redeemable noncontrolling interests (4)(108)
Less: Fair value of nonredeemable noncontrolling interests(85)
Net assets acquired$9,129

(1)Includes Cash and cash equivalents of $294 million and $277 million in funds held on behalf of clients.

(2)As of September 30, 2025, the NFP deferred tax liability related to the U.S. has been netted with the Aon deferred tax asset related to the U.S. and presented as a net deferred tax asset on the Consolidated Statements of Financial Position.

(3)Includes Accounts payable and accrued liabilities of $283 million and $125 million of Non-current operating lease liabilities.

(4)The fair value of the noncontrolling interests acquired was estimated using a DCF model under the income approach and used estimated financial projections developed by management applying market participant assumptions.

Since the acquisition date through the end of the measurement period in the second quarter of 2025, the Company made measurement period adjustments resulting in a $125 million increase to Intangible assets, a $110 million decrease to Deferred tax liabilities, a $61 million decrease to Other non-current assets, and a $28 million decrease to Other current assets. These adjustments, along with other insignificant adjustments, cumulated in a total decrease of $115 million to Goodwill.

Supplemental Pro Forma Combined Information (Unaudited)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue$3,721$3,506$12,249$11,605
Net income attributable to Aon shareholders3433281,7451,596

The unaudited pro forma financial information is based on historical information of the Company and NFP, along with certain material pro forma adjustments. The material pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) interest expense to reflect Aon’s borrowings under the Senior Notes offering and delayed draw term loan; (iii) increased compensation expense relating to the issuance of certain cash and equity plans related to the NFP Transaction; (iv) nonrecurring transaction costs; (v) accounting policy alignment adjustments, and (vi) income tax impact of the aforementioned pro forma adjustments. In addition, the Company reflected pro forma adjustments related to measurement period adjustments.

Completed Dispositions

Total dispositions completed by the Company for the three and nine months ended September 30, 2025 and 2024 were as follows. Dispositions that impact multiple segments are categorized by the segment primarily impacted.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Risk Capital1113
Human Capital1122
Total2235

The pretax gains recognized related to dispositions for the three and nine months ended September 30, 2025 were $1 million in both periods. There were $76 million and $333 million of pretax gains recognized related to dispositions for the three and nine months ended September 30, 2024, respectively. Gains recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income.

Assets and Liabilities Held for Sale and Subsequent Event

On September 3, 2025, Aon signed a definitive agreement to sell a significant portion of NFP’s wealth businesses including Wealthspire Advisors, Fiducient Advisors, Newport Private Wealth and related platforms to Madison Dearborn Partners, LLC. Assets and liabilities associated with this disposal group are associated with the Human Capital segment and were classified as held for sale as of September 30, 2025. No impairment loss has been recognized in the third quarter of 2025 as the fair value of the disposal group exceeds the carrying amount. Total assets and liabilities for disposal groups classified as held for sale within Other current assets and Other current liabilities in the Condensed Consolidated Statements of Financial Position were $1.3 billion and $166 million, respectively. Of the $1.3 billion total assets classified as held for sale, $754 million relates to intangible assets and $389 million relates to goodwill.

The disposition of the significant majority of NFP’s wealth was completed on October 30, 2025 and total proceeds received on closing was $2.3 billion. Upon the completion of the sale in the fourth quarter, the gain will be recognized within Other income (expense) on the Consolidated Statement of Income.

Other 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 nine months ended September 30, 2025, the Company earned $108 million of deferred consideration from the Buyer and the other designated purchasers, which was all earned in the first six months of 2025, compared to $2 million and $84 million, respectively, earned during the three and nine months ended September 30, 2024. These gains are recorded in Other income (expense) in the Condensed Consolidated Statements of Income. In total, the Company has earned $192 million in deferred consideration related to this transaction as of September 30, 2025.

8. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the nine months ended September 30, 2025 are as follows (in millions):

Risk CapitalHuman CapitalTotal
Balance as of December 31, 2024$8,785$6,449$15,234
Goodwill related to current year acquisitions45026476
Goodwill related to current year disposals(7)—(7)
Goodwill related to assets held for sale—(389)(389)
Measurement period adjustments related to prior year acquisitions(11)(16)(27)
Foreign currency translation and other280137417
Balance as of September 30, 2025$9,497$6,207$15,704

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

September 30, 2025December 31, 2024
Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount (1)Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount
Customer-related and contract-based$7,660$2,488$5,172$7,994$2,050$5,944
Tradenames71510361281266746
Technology and other3673244336631353
Total$8,742$2,915$5,827$9,172$2,429$6,743

(1)As of September 30, 2025, the Company classified $754 million of Intangible assets, net, as assets held for sale within Other current assets. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for further information.

The estimated future amortization for finite-lived intangible assets as of September 30, 2025 is as follows (in millions):

Remainder of 2025$178
2026661
2027611
2028560
2029515
2030470
Thereafter2,832
Total$5,827

9. Debt

Notes

In May 2025, Aon Global Limited’s €500 million ($585 million at September 30, 2025 exchange rates) 2.875% Senior Notes due May 2026 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes.

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 3.500% 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 “NFP Transaction”), to repay certain debt of NFP, and to pay related fees and expenses. The term loan was set to mature on April 24, 2027 and was prepayable at any time. In the third quarter of 2025, Aon North America, Inc. repaid $400 million of the outstanding balance under the term loan facility. As of September 30, 2025, Aon had repaid $1.6 billion of the outstanding balance and the remaining outstanding balance was $400 million. On October 31, 2025, Aon North America, Inc. repaid the remaining $400 million outstanding balance.

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 September 30, 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 September 30, 2025 or December 31, 2024. Additionally, Aon was in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended September 30, 2025 and December 31, 2024.

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 ($731 million at September 30, 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 September 30, 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):

September 30, 2025December 31, 2024
Commercial paper outstanding$399$—

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Weighted average commercial paper outstanding$347$56$467$157
Weighted average interest rate of commercial paper outstanding4.02%5.51%4.23%5.62%

10. Income Taxes

The effective tax rate on Net income was 21.3% and 19.8% for the three and nine months ended September 30, 2025, respectively. The effective tax rate on Net income was 20.9% and 22.8% for the three and nine months ended September 30, 2024, respectively.

For the three and nine months ended September 30, 2025, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items. The year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the tax benefit associated with the sale of certain assets and liabilities and share-based payments partially offset by the unfavorable impact of other discrete items.

For the three and nine months ended September 30, 2024, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items. The year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impacts of share-based payments offset by the unfavorable impact of other discrete items.

11. Shareholders’ Equity

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 September 30,Nine Months Ended September 30,
2025202420252024
Shares repurchased0.70.92.02.5
Average price per share$362.00$339.31$371.71$316.57
Repurchase costs recorded to accumulated deficit$250$304$750$804

At September 30, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $1.6 billion. Under the Repurchase Program, the Company has repurchased a total of 174.2 million shares for an aggregate cost of approximately $25.9 billion.

Weighted Average Ordinary Shares

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic weighted average ordinary shares outstanding215.7217.4216.1209.7
Dilutive effect of potentially issuable shares1.01.01.20.9
Diluted weighted average ordinary shares outstanding216.7218.4217.3210.6

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 and nine months ended September 30, 2025. There were no shares and 0.1 million shares excluded from the calculation for the three and nine months ended September 30, 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 AdjustmentsPostretirement Benefit Obligation (2)Total
Balance at January 1, 2025$74$(2,051)$(2,768)$(4,745)
Other comprehensive income (loss) before reclassifications, net10752(8)754
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income (loss)(8)—110102
Tax expense2—(28)(26)
Amounts reclassified from accumulated other comprehensive income (loss), net(6)—8276
Net current period other comprehensive income (loss)475274830
Balance at September 30, 2025$78$(1,299)$(2,694)$(3,915)
Change in Fair Value of Financial Instruments (1)Foreign Currency Translation AdjustmentsPostretirement Benefit Obligation (2)Total
Balance at January 1, 2024$2$(1,584)$(2,791)$(4,373)
Other comprehensive income (loss) before reclassifications, net85129(40)174
Amounts reclassified from accumulated other comprehensive income
Amounts reclassified from accumulated other comprehensive income(1)—106105
Tax expense——(27)(27)
Amounts reclassified from accumulated other comprehensive income, net(1)—7978
Net current period other comprehensive income (loss)8412939252
Balance at September 30, 2024$86$(1,455)$(2,752)$(4,121)

(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 September 30,
U.K.U.S.Other
202520242025202420252024
Service cost$—$—$—$—$—$—
Interest cost383726231010
Expected return on plan assets, net of administration expenses(46)(48)(30)(33)(13)(14)
Amortization of prior-service cost11————
Amortization of net actuarial loss23218744
Net periodic cost (benefit)$16$11$4$(3)$1$—
Nine Months Ended September 30,
U.K.U.S.Other
202520242025202420252024
Service cost$—$—$—$—$—$—
Interest cost11410877692929
Expected return on plan assets, net of administration expenses(134)(142)(90)(101)(39)(41)
Amortization of prior-service cost22————
Amortization of net actuarial loss676226221110
Net periodic (benefit) cost$49$30$13$(10)$1$(2)

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 September 30,Nine Months Ended September 30,
2025202420252024
Contributions to U.K. pension plans$1$1$3$3
Contributions to U.S. pension plans23136731
Contributions to other major pension plans22109
Total contributions$26$16$80$43

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 AmountNet 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)
September 30, 2025December 31, 2024September 30, 2025December 31, 2024September 30, 2025December 31, 2024
Foreign exchange contracts
Accounted for as hedges$419$597$17$25$2$—
Not accounted for as hedges (3)5003941—11
Total$919$991$18$25$3$1

(1)Included within Other current assets ($18 million at September 30, 2025 and $15 million at December 31, 2024) or Other non-current assets ($10 million at December 31, 2024).

(2)Included within Other current liabilities ($2 million at September 30, 2025 and $1 million at December 31, 2024) or Other non-current liabilities ($1 million at September 30, 2025).

(3)These contracts typically are for 90-day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements are as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gain (loss) recognized in Accumulated other comprehensive loss$(9)$13$13$114

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 September 30,Nine Months Ended September 30,
2025202420252024
Total revenue$2$2$7$—
Interest expense$—$1$1$1
Total$2$3$8$1

The Company estimates that approximately $6 million of pretax gains currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

During the three and nine months ended September 30, 2025, the Company recorded a loss of $5 million and a gain of $32 million, respectively, in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges. During the three and nine months ended September 30, 2024, the Company recorded a gain of $9 million and no net gain, 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 September 30, 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 September 30, 2025
Assets
Money market funds (1)$4,198$—$—$4,198
Other investments
Government bonds$—$1$—$1
Derivatives (2)
Gross foreign exchange contracts$—$41$—$41
Liabilities
Derivatives (2)
Gross foreign exchange contracts$—$26$—$26
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)$3,419$—$—$3,419
Other investments
Government bonds$—$1$—$1
Derivatives (2)
Gross foreign exchange contracts$—$40$—$40
Liabilities0
Derivatives (2)
Gross foreign exchange contracts$—$16$—$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 and nine months ended September 30, 2025 or 2024. The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income during the three and nine months ended September 30, 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):

September 30, 2025December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
Current portion of long-term debt$1,335$1,335$749$744
Long-term debt$15,055$14,602$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. In June 2025, the 43 individuals filed a counterclaim against Aon in the UK seeking damages. The claim is alleged to be governed in the alternative by the laws of three different jurisdictions and asserts damages in the amount of $16.7 million. The claim alleges that certain aspects of the damages have yet to be calculated. Aon believes that it has meritorious defenses and intends to vigorously defend itself against the remaining claims.

Certain of the Company’s clients and counterparties have initiated or indicated that they may initiate legal proceedings against the Company following allegations in July 2023 that fraudulent letters of credit were issued in the name of third-party banks in connection with transactions for which capital was arranged by Vesttoo Ltd. (“Vesttoo”). Vesttoo was one of the third parties that identified capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties, including in connection with property and casualty insurance, cyber insurance, and collateral protection insurance. In certain transactions in which Vesttoo identified third party capital providers to collateralize reinsurance obligations, including transactions in which the Company or its affiliates provided brokerage or other services, some letters of credit from third party banks are alleged to have been fraudulent. The pending or threatened legal proceedings against the Company by clients and counterparties allege, among other theories of liability, that in certain circumstances the Company failed to comply with its alleged duty to procure appropriate letters of credit. In particular, on November 30, 2023, Clear Blue Insurance Company and certain of its affiliates (collectively, “Clear Blue”) filed a lawsuit in New York State Supreme Court against Aon plc and Aon Insurance Managers (Bermuda) Ltd. alleging such claims. Clear Blue and Aon jointly filed a stipulation of dismissal with prejudice on September 26, 2025. On August 8, 2025, the liquidating trust formed to pursue claims on behalf of the Vesttoo bankruptcy estate filed a complaint in the U.S. Bankruptcy Court for the District of Delaware against the Company and certain of its subsidiaries, among other parties. The trust’s complaint alleges, among other theories of liability, that Aon is liable for having induced parties into taking on collateral protection insurance risks, notwithstanding the fact that fraudulent letters of credit had been arranged by Vesttoo employees and co-conspirators. Aon believes that it has meritorious defenses and intends to vigorously defend itself against such claims. In the fourth quarter of 2023, the Company recognized actual or anticipated legal settlement expenses in connection with these matters of $197 million, of which a potentially significant amount may be recoverable in future periods. In the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of this amount. Aon has sought and will continue to seek recourse against responsible third parties where appropriate. In addition, in August 2023, joint provisional liquidators were appointed over one of the Company’s subsidiaries in Bermuda with respect to segregated accounts that were impacted by the allegedly fraudulent letters of credit. The joint provisional liquidators were released from their appointment on July 3, 2024. Aon continues to cooperate with regulators in Bermuda, and other regulatory authorities could initiate investigations or proceedings against the Company or third parties.

Guarantees and Indemnifications

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the 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 $125 million at September 30, 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 $143 million at September 30, 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, the Strategy and Technology Group, and capital markets.

Human Capital supports clients through its Health and Wealth solution lines. Health includes consulting and brokerage, consumer benefits solutions, and talent advisory services. Wealth includes retirement consulting, pension administration, and investments consulting. Refer to Note 3 “Revenue from Contracts with Customers” for information on revenue by principal service line.

The Company does not present assets by reportable segment and this information is not used by the CODM to assess the performance of, or allocate resources to, the Company’s reportable segments. As such, segment assets are not provided to the CODM.

The following tables include information about Aon’s reportable segments, including total segment revenue, consolidated revenue, segment operating income, and income before income taxes:

Three Months Ended September 30,
Risk CapitalHuman CapitalCorporate/EliminationsTotal Consolidated
20252024202520242025202420252024
Revenue
Total revenue (1)$2,525$2,355$1,475$1,369$(3)$(3)$3,997$3,721
Expenses
Compensation and benefits1,4551,36877674028422,2592,150
Information technology9493444721140141
Premises565728311—8588
Other expenses (2)3352762953496794697719
Total operating expenses1,9401,7941,1431,167981373,1813,098
Operating income$585$561$332$202$(101)$(140)$816$623
Operating margin23.2%23.8%22.5%14.8%20.4%16.7%
Non-operating expenses
Interest income—4
Interest expense(206)(213)
Other income (expense)(13)35
Income before income taxes$597$449
Nine Months Ended September 30,
Risk CapitalHuman CapitalCorporate/EliminationsTotal Consolidated
20252024202520242025202420252024
Revenue
Total revenue (1)$8,582$7,980$4,311$3,597$(12)$(26)$12,881$11,551
Expenses
Compensation and benefits4,4574,1122,3461,97765746,8686,163
Information technology27227513412161412397
Premises16216187803—252241
Other expenses (2)1,0459028927402763642,2132,006
Total operating expenses5,9365,4503,4592,9183504399,7458,807
Operating income$2,646$2,530$852$679$(362)$(465)$3,136$2,744
Operating margin30.8%31.7%19.8%18.9%24.3%23.8%
Non-operating expenses
Interest income563
Interest expense(624)(582)
Other income (expense)33346
Income before income taxes$2,550$2,571

(1)Includes fiduciary investment income of $72 million and $201 million, respectively, in Risk Capital and $3 million and $7 million, respectively, in Human Capital for the three and nine months ended September 30, 2025. Includes fiduciary investment income of $83 million and $234 million, respectively, in Risk Capital and $2 million and $5 million, respectively, in Human Capital for the three and nine months ended September 30, 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 less than $1 million and $5 million, respectively, for Risk Capital and $3 million and $7 million, respectively, for Human Capital for the three and nine months ended September 30, 2025, compared to less than $1 million and $16 million, respectively, for Risk Capital and $3 million and $10 million, respectively, for Human Capital for the three and nine months ended September 30, 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/Eliminations.

Non-Operating Income (Expenses)

The Company’s non-operating income (expenses) primarily consist of Interest income, Interest expense, and Other income (expense) which are not allocated to our reportable segments, as the CODM assesses performance based on operating income results. Interest income represents income earned, net of expense, on operating cash balances, including our multi-currency cash pool, and other income-producing investments. Interest income does not include interest earned on funds held on behalf of clients. If interest expense on these assets exceeds interest income for the period, the net amount is reported as interest expense for both the quarterly and year-to-date periods. Interest expense represents the cost of debt obligations and net interest expense on operating cash balances and other income-producing investments. Other income (expense) consists of equity earnings, realized gains or losses on the sale of investments, gains on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency remeasurement.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations