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 THIRD 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 third quarter of 2025 financial results.

  • Revenue increased $276 million, or 7%, to $4.0 billion compared to the prior year period. The increase reflects 7% organic revenue growth and a 1% favorable impact from foreign currency translation, partially offset by a 1% unfavorable impact from acquisitions, divestitures and other items. Risk Capital revenue increased $170 million, or 7%, to $2.5 billion and Human Capital revenue increased $106 million, or 8%, to $1.5 billion compared to the prior year period. For the first nine months of 2025, Revenue increased $1.3 billion, or 12%, to $12.9 billion compared to the prior year period. The increase reflects the contribution from NFP and 6% organic revenue growth. Risk Capital revenue increased $602 million, or 8%, to $8.6 billion and Human Capital revenue increased $714 million, or 20%, to $4.3 billion compared to the prior year period.

  • Operating expenses increased $83 million, or 3%, to $3.2 billion compared to the prior year period due primarily to an increase in expense associated with 7% organic revenue growth and an unfavorable impact from foreign currency translation, partially offset by lower Accelerating Aon United program expenses, $35 million of net restructuring savings and a reduction in integration costs related to NFP. Risk Capital operating expenses increased $146 million, or 8%, to $1.9 billion and Human Capital operating expenses decreased $24 million, or 2%, to $1.1 billion compared to the prior year period. For the first nine months of 2025, Operating expenses increased $938 million, or 11%, to $9.7 billion compared to the prior year period due primarily to the inclusion of NFP’s ongoing expenses, an increase in intangible asset amortization associated with the NFP acquisition and other acquisitions completed in the year, an increase in expense associated with 6% organic revenue growth and investments in long-term growth, partially offset by $110 million of net restructuring savings and transaction costs incurred in the prior year period. Risk Capital operating expenses increased $486 million, or 9%, to $5.9 billion and Human Capital operating expenses increased $541 million, or 19%, to $3.5 billion compared to the prior year period.

  • Operating margin increased to 20.4% from 16.7% in the prior year period, driven by organic revenue growth of 7% and $35 million of net restructuring savings, partially offset by an increase in operating expenses as previously described. Risk Capital operating margin decreased to 23.2% from 23.8% and Human Capital operating margin increased to 22.5% from 14.8% compared to the prior year period. For the first nine months of 2025, Operating margin increased to 24.3% from 23.8% in the prior year period, driven primarily by organic revenue growth of 6% and $110 million of net restructuring savings, partially offset by the inclusion of ongoing operating expenses from NFP and an increase in operating expenses related to organic growth as previously described. Risk Capital operating margin decreased to 30.8% from 31.7% and Human Capital operating margin increased to 19.8% from 18.9% compared to the prior year period.

  • Due to the factors set forth above, Net income increased $115 million, or 32%, to $470 million compared to the prior year period. For the first nine months of 2025, Net income increased $60 million, or 3%, to $2.0 billion compared to the prior year period.

  • Diluted earnings per share was $2.11 compared to $1.57 per share for the prior year period. For the first nine months of 2025, Diluted earnings per share was $9.21 compared to $9.20 per share for the prior year period.

  • Cash flows provided by operating activities was $2.1 billion for the first nine months of 2025, an increase of $249 million, or 14%, from $1.8 billion in the prior year period, primarily due to strong adjusted operating income growth and lower NFP-related transaction costs, partially offset by higher payments related to incentive compensation, interest and restructuring.

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 third quarter of 2025:

  • Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 7% for the third quarter of 2025 and 6% for the first nine months of 2025, 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 26.3% for the third quarter of 2025 compared to 24.6% in the prior year period. The increase in adjusted operating margin primarily reflects 7% organic revenue growth and $35 million of net restructuring savings, partially offset by increased operating expenses. Risk Capital adjusted operating margin decreased to 26.2% compared to 27.5% in the prior year period. Human Capital adjusted operating margin increased to 30.5% compared to 25.2% in the prior year period. For the first nine months of 2025, adjusted operating margin was 31.3% compared to 30.8% for the prior year period. The increase primarily reflects 6% organic revenue growth and $110 million of net restructuring savings. Risk Capital adjusted operating margin decreased to 34.4% compared to 34.8% in the prior year period. Human Capital adjusted operating margin increased to 28.8% compared to 26.6% 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 $3.05 per share for the third quarter of 2025, compared to $2.72 per share for the prior year period. For the first nine months of 2025, adjusted diluted earnings per share was $12.22 per share, compared to $11.16 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 $1.9 billion in the first nine months of 2025, an increase of $223 million, or 13%, from $1.7 billion in the prior year period, reflecting a $249 million increase in Cash flows from operations, primarily driven by strong adjusted operating income growth and lower NFP-related transaction costs, partially offset by higher payments related to incentive compensation, interest, and restructuring, and a $26 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 have contributed and may continue to contribute to slower or negative economic growth and may create 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 September 30,Nine Months Ended September 30,
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
Diluted net income per share attributable to Aon shareholders$2.11$1.57$9.21$9.20
Weighted average ordinary shares outstanding - diluted216.7218.4217.3210.6

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

Three Months Ended September 30,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
20252024202520242025202420252024
Revenue
Total revenue$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%
Nine Months Ended September 30,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
20252024202520242025202420252024
Revenue
Total revenue$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%

(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 $276 million, or 7%, to $4.0 billion in the third quarter of 2025, compared to the prior year period. The increase reflects 7% organic revenue growth and a 1% favorable impact from foreign currency translation, partially offset by a 1% unfavorable impact from acquisitions, divestitures and other items. Risk Capital revenue increased $170 million, or 7%, to $2.5 billion and Human Capital revenue increased $106 million, or 8%, to $1.5 billion in the third quarter of 2025 compared to the prior year period. For the first nine months of 2025, Total revenue increased $1.3 billion, or 12%, to $12.9 billion compared to the prior year period. The increase reflects the contribution from NFP and 6% organic revenue growth. Risk Capital revenue increased $602 million, or 8%, to $8.6 billion and Human Capital revenue increased $714 million, or 20%, to $4.3 billion for the first nine months of 2025 compared to the prior year period.

Risk Capital

Commercial Risk Solutions revenue increased $136 million, or 7%, to $2.0 billion in the third quarter of 2025, compared to $1.9 billion in the third quarter of 2024. Organic revenue growth was 7% in the third quarter of 2025, reflecting strong growth in North America and EMEA driven by net new business and ongoing strong retention. Performance was highlighted by strong growth in core P&C, including double-digit growth in the U.S. and strength in the middle market, as well as double-digit growth in both M&A services and construction. Market impact was modestly positive. For the first nine months of 2025, revenue increased $493 million, or 9%, to $6.2 billion, compared to $5.7 billion in the first nine months of 2024. Organic revenue growth was 6% in the first nine months 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 in the first nine months of 2025 relative to the prior year period. Market impact was modestly positive.

Reinsurance Solutions revenue increased $34 million, or 7%, to $537 million in the third quarter of 2025, compared to $503 million in the third quarter of 2024. Organic revenue growth was 8% in the third quarter of 2025, reflecting growth in treaty placements, driven by net new business and strong retention, partially offset by a modest unfavorable net market impact, and double-digit increases in both facultative placements and our Strategy and Technology Group. Insurance-linked securities had significant growth, though its overall contribution to growth was modest. For the first nine months of 2025, revenue increased $109 million, or 5%, to $2.4 billion, compared to $2.3 billion in the first nine months of 2024. Organic revenue growth was 5% in the first nine months of 2025, reflecting growth in treaty, driven by net new business and ongoing strong retention, and a double-digit increase in facultative placements. Insurance-linked securities had significant growth, though its overall contribution to growth is modest. Market impact was modestly unfavorable.

Human Capital

Health Solutions revenue increased $65 million, or 7%, to $935 million in the third quarter of 2025, compared to $870 million in the third quarter of 2024. Organic revenue growth was 6% in the third quarter of 2025, reflecting strength in talent analytics and core health and benefits, driven by net new business, ongoing strong retention and positive market impact. For the first nine months of 2025, revenue increased $468 million, or 21%, to $2.7 billion, compared to $2.3 billion in the first nine

months of 2024. Organic revenue growth was 6% in the first nine months of 2025, reflecting strength 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 in the first nine months of 2025. Talent revenue was higher in the first nine months of 2025 driven by strength in analytics as well as in advisory.

Wealth Solutions revenue increased $41 million, or 8%, to $540 million in the third quarter of 2025, compared to $499 million in the third quarter of 2024. Organic revenue growth was 5% in the third quarter of 2025, reflecting growth in Retirement driven by advisory work related to the ongoing impact of regulatory change and strong growth in Investments driven by strength in NFP as a result of net asset inflows and market performance. For the first nine months of 2025, revenue increased $246 million, or 18%, to $1.6 billion, compared to $1.3 billion in the first nine months of 2024. Organic revenue growth was 5% in the first nine months of 2025, reflecting strength in Retirement and Investments. Growth in Retirement was driven by continued demand for advisory work related to the ongoing impact of regulatory changes. Growth in Investments, including double-digit revenue growth in NFP, was driven by net asset inflows and market performance.

Compensation and Benefits

Compensation and benefits expense increased $109 million, or 5%, in the third quarter of 2025 compared to the prior year period due primarily to the expense associated with 7% organic revenue growth and the unfavorable impact of foreign currency translation, partially offset by savings from Accelerating Aon United restructuring actions. For the first nine months of 2025, compensation and benefits increased $705 million, or 11%, compared to the first nine months of 2024. The increase was primarily driven by the inclusion of operating expenses from NFP and expense associated with 6% 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, decreased $1 million, or 1%, in the third quarter of 2025 compared to the prior year period. For the first nine months of 2025, information technology expenses increased $15 million, or 4%, compared to the first nine months of 2024. The increase was due primarily to the inclusion of ongoing operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, decreased $3 million, or 3%, in the third quarter of 2025 compared to the prior year period due primarily to ongoing efforts to optimize our real estate footprint and savings from Accelerating Aon United restructuring actions. For the first nine months of 2025, premises increased $11 million, or 5%, compared to the first nine months of 2024. The increase was due primarily to the inclusion of ongoing operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

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 was flat in the third quarter of 2025 compared to the prior year period. For the first nine months of 2025, depreciation of fixed assets increased $4 million, or 3%, compared to the first nine months of 2024.

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 $19 million to $193 million in the third quarter of 2025 compared to the prior year period due primarily to an increase in intangible assets related to acquisitions completed during the year. For the first nine months of 2025, amortization and impairment of intangible assets increased $275 million to $593 million, compared to the first nine months of 2024. The increase was due primarily to an increase in intangible assets related to the acquisition of NFP as well as other acquisitions completed during the year.

Other General Expense

Other general expenses decreased $4 million, or 1%, in the third quarter of 2025 due primarily to lower transaction and integration-related costs and the favorable impact of legal settlements and recoveries, partially offset by an increase in expense associated with 7% organic revenue growth. For the first nine months of 2025, other general expenses increased $12 million, or 1%, compared to the first nine months of 2024. The increase was due primarily to the inclusion of operating expenses from NFP and integration costs, partially offset by transaction costs incurred in the prior year period.

Accelerating Aon United Program Expenses

Accelerating Aon United Program expenses decreased $37 million in the third quarter of 2025 and decreased $84 million in the first nine months of 2025, each compared to the prior year period due to lower costs related to workforce optimization.

Total Operating Expenses and Operating Income

Total operating expenses increased $83 million, or 3%, to $3.2 billion in the third quarter of 2025 due primarily to an increase in expense associated with 7% organic revenue growth and an unfavorable impact from foreign currency translation, partially offset by lower Accelerating Aon United program expenses and $35 million of net restructuring savings and a reduction in integration costs related to NFP. Due to the factors set forth above, Total operating income increased $193 million to $816 million in the third quarter of 2025. For the first nine months of 2025, Total operating expenses increased $938 million, or 11%, to $9.7 billion due primarily to an increase in expense associated with 6% organic revenue growth, investments in long-term growth, and intangible asset amortization associated with the NFP acquisition, partially offset by $110 million of net restructuring savings. Due to the factors set forth above, Total operating income increased $392 million to $3.1 billion for the first nine months of 2025.

Risk Capital Total operating expenses increased $146 million, or 8%, to $1.9 billion in the third quarter of 2025. The increase was primarily due to an increase in Compensation and benefits. The increase in Compensation and benefits is due to an increase in expense associated with 7% and 8% organic revenue growth in Commercial Risk Solutions and Reinsurance Solutions, respectively, partially offset by restructuring savings. Due to the factors set forth above, Risk Capital Operating income increased $24 million, or 4%, to $585 million in the third quarter of 2025. For the first nine months of 2025, Risk Capital Total operating expenses increased $486 million, or 9%, to $5.9 billion. The increase was primarily due to an increase in Compensation and benefits and 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 6% and 5% 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 $116 million, or 5%, to $2.6 billion for the first nine months of 2025.

Human Capital Total operating expenses decreased $24 million, or 2%, to $1.1 billion in the third quarter of 2025. The decrease was primarily due to a decrease in Other expenses. The decrease in Other expenses is primarily due to lower transaction and integration-related costs. Due to the factors set forth above, Human Capital Operating income increased $130 million, or 64%, to $332 million in the third quarter of 2025. For the first nine months of 2025, Human Capital Total operating expenses increased $541 million, or 19%, to $3.5 billion. The increase was primarily due to an increase in both Compensation and benefits and Other expenses. The increase in in Compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expense associated with 6% and 5% organic revenue growth in Health Solutions and Wealth Solutions, respectively, partially offset by restructuring savings. 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 $173 million, or 25%, to $852 million for the first nine months of 2025.

Interest Income

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. During the third quarter of 2025, there was no Interest income, reflecting $3 million of net interest expense that was presented as Interest expense. There was $4 million of Interest income in the third quarter of 2024. For the first nine months of 2025, Interest income was $5 million compared to $63 million the prior year period.

Interest Expense

Interest expense, which represents the cost of our debt obligations and net interest expense on operating cash balances and other income-producing investments, decreased $7 million to $206 million during the third quarter of 2025 compared to the prior year period, reflecting lower total debt, and $3 million of net interest expense on operating cash balances and other income-producing investments. For the first nine months of 2025, Interest expense increased $42 million to $624 million compared to the prior year period. The increase was driven primarily by an increase in average total debt, primarily to fund the purchase of NFP.

Other Income (Expense)

Other expense was $13 million for the third quarter of 2025 compared to Other income of $35 million for the third quarter of 2024. The decrease was due to gains related to the sale of businesses in the prior year period and and an increase in non-cash pension expense, partially offset by the favorable impact of exchange rates on the remeasurement of assets and liabilities in non-functional currencies . For the first nine months of 2025, Other income was $33 million compared to Other income of $346 million for the first nine months of 2024. The decrease was primarily related to gains related to the sale of a businesses in the prior year period.

Income before Income Taxes

Income before income taxes for the third quarter of 2025 was $597 million, a 33% increase from $449 million in the prior year period. For the first nine months of 2025, Income before income taxes was $2.6 billion, a 1% decrease compared to the first nine months of 2024.

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.

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 Two 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.

The Company continues to analyze the impacts of the One Big Beautiful Bill Act but does not anticipate a material impact on its global effective tax rate, results of operations, cash flows or financial condition in 2025 and future periods.

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the third quarter of 2025 increased to $458 million, or $2.11 per diluted share, from $343 million, or $1.57 per diluted share, in the prior year period. Net income attributable to Aon shareholders for the first nine months of 2025 increased to $2.0 billion, or $9.21 per diluted share, from $1.9 billion, or $9.20 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, which are adjusted from Organic revenue growth upon classification as held for sale, 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, Total revenue in 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 September 30,
20252024% ChangeLess: Currency Impact (1)Less: Fiduciary Investment Income (2)Less: Acquisitions, Divestitures & OtherOrganic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions$1,988$1,8527%1%—%(1)%7%
Reinsurance Solutions53750371(1)(1)8
Human Capital Revenue:
Health Solutions93587071——6
Wealth Solutions54049982—15
Eliminations(3)(3)N/AN/AN/AN/AN/A
Total revenue$3,997$3,7217%1%—%(1)%7%
Nine Months Ended September 30,
20252024% ChangeLess: Currency Impact (1)Less: Fiduciary Investment Income (2)Less: Acquisitions, Divestitures & OtherOrganic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions$6,168$5,6759%—%—%3%6%
Reinsurance Solutions2,4142,3055—(1)15
Human Capital Revenue:
Health Solutions2,7332,26521——156
Wealth Solutions1,5781,332181—125
Eliminations(12)(26)N/AN/AN/AN/AN/A
Total revenue$12,881$11,55112%—%—%6%6%

(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 September 30, 2025 and 2024 was $75 million and $85 million, respectively. Fiduciary investment income for the nine months ended September 30, 2025 and 2024 was $208 million and $239 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 and held for sale disposal groups (including a significant majority of NFP’s Wealth business, which is adjusted from Organic revenue growth upon classification as held for sale in September), 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, Operating margin in 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 September 30,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
(millions, except percentages)20252024202520242025202420252024
Revenue$2,525$2,355$1,475$1,369$(3)$(3)$3,997$3,721
Operating income$585$561$332$202$(101)$(140)$816$623
Amortization and impairment of intangible assets8970104104——193174
Change in the fair value of contingent consideration1031311——2314
Accelerating Aon United Program expenses (2)(3)11(1)336553269
Legal settlements (3)(23)—————(23)—
Transaction and integration costs (4)(5)33225571035
Adjusted operating income$661$648$450$345$(60)$(78)$1,051$915
Operating margin23.2%23.8%22.5%14.8%20.4%16.7%
Adjusted operating margin26.2%27.5%30.5%25.2%26.3%24.6%
Nine Months Ended September 30,
Risk CapitalHuman CapitalCorporate/Eliminations (1)Total Consolidated
(millions, except percentages)20252024202520242025202420252024
Revenue$8,582$7,980$4,311$3,597$(12)$(26)$12,881$11,551
Operating income$2,646$2,530$852$679$(362)$(465)$3,136$2,744
Amortization and impairment of intangible assets259135334183——593318
Change in the fair value of contingent consideration762326——3032
Accelerating Aon United Program expenses (2)48103926179191236320
Legal settlements (3)(23)—————(23)—
Transaction and integration costs (4)(5)1762343269666145
Adjusted operating income$2,954$2,780$1,241$957$(157)$(178)$4,038$3,559
Operating margin30.8%31.7%19.8%18.9%24.3%23.8%
Adjusted operating margin34.4%34.8%28.8%26.6%31.3%30.8%

(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)In the fourth quarter of 2023, Aon recognized a $197 million charge in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd., and in the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of expense within the Risk Capital segment.

(4)Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the NFP Transaction. No transaction costs were recognized for the three and nine months ended September 30, 2025. Less than $1 million of transaction costs were recognized for the three months ended September 30, 2024. For the nine months ended September 30, 2024, $90 million of transaction costs were recognized in Total operating expenses and $6 million were recognized in Other income (expense) related to the extinguishment of acquired NFP debt.

(5)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 $10 million and $35 million of integration costs in the three months ended September 30, 2025 and 2024, respectively, and $66 million and $55 million of integration costs in the nine months ended September 30, 2025 and 2024, respectively.

Risk Capital Adjusted operating income increased $13 million, or 2%, to $661 million in the third quarter of 2025. The increase was primarily due to organic revenue growth of 7% in Commercial Risk Solutions and 8% in Reinsurance Solutions, partially offset by increased expenses and investments in long-term growth. Human Capital Adjusted operating income increased $105 million, or 30%, to $450 million in the third quarter of 2025. The increase was primarily due to organic revenue growth of 6% in Health Solutions and 5% in Wealth Solutions and decreased expenses, partially offset by investments in long-term growth. For the first nine months of 2025, Risk Capital Adjusted operating income increased $174 million, or 6%, to $3.0 billion. The increase was primarily due to organic revenue growth of 6% in Commercial Risk Solutions, 5% 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 $284 million, or 30%, to $1.2 billion for the first nine months of 2025. The increase was

primarily due to organic revenue growth of 6% in Health Solutions, 5% 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, diluted earnings per share in 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 September 30, 2025
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$816$235$1,051
Interest income———
Interest expense(206)—(206)
Other income (expense)(13)—(13)
Income before income taxes597235832
Income tax expense (1)12733160
Net income470202672
Less: Net income attributable to noncontrolling interests12—12
Net income attributable to Aon shareholders$458$202$660
Diluted net income per share attributable to Aon shareholders$2.11$0.94$3.05
Weighted average ordinary shares outstanding - diluted216.7—216.7
Effective tax rates (1)21.3%19.2%
Three Months Ended September 30, 2024
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$623$292$915
Interest income4—4
Interest expense(213)—(213)
Other income (expense) (2)35(2)33
Income before income taxes449290739
Income tax expense (1)9439133
Net income355251606
Less: Net income attributable to noncontrolling interests12—12
Net income attributable to Aon shareholders$343$251$594
Diluted net income per share attributable to Aon shareholders$1.57$1.15$2.72
Weighted average ordinary shares outstanding - diluted218.4—218.4
Effective tax rates (1)20.9%18.0%
Nine Months Ended September 30, 2025
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$3,136$902$4,038
Interest income5—5
Interest expense(624)—(624)
Other income (expense) (2)33(108)(75)
Income before income taxes2,5507943,344
Income tax expense (1)504141645
Net income2,0466532,699
Less: Net income attributable to noncontrolling interests44—44
Net income attributable to Aon shareholders$2,002$653$2,655
Diluted net income per share attributable to Aon shareholders$9.21$3.01$12.22
Weighted average ordinary shares outstanding - diluted217.3—217.3
Effective tax rates (1)19.8%19.3%
Nine Months Ended September 30, 2024
U.S. GAAPAdjustmentsNon-GAAP Adjusted
Operating income$2,744$815$3,559
Interest income63—63
Interest expense(582)—(582)
Other income (expense) (2)(3)(4)346(335)11
Income before income taxes2,5714803,051
Income tax expense (1)58567652
Net income1,9864132,399
Less: Net income attributable to noncontrolling interests48—48
Net income attributable to Aon shareholders$1,938$413$2,351
Diluted net income per share attributable to Aon shareholders$9.20$1.96$11.16
Weighted average ordinary shares outstanding - diluted210.6—210.6
Effective tax rates (1)22.8%21.4%

(1)Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with changes in the fair value of contingent consideration, certain legal settlements, Accelerating Aon United Program expenses, certain transaction and integration costs related to the acquisition of NFP, certain gains from dispositions, and deferred consideration from a prior year sale of business, 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.

(2)Adjusted Other income (expense) excluded gains 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. 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.

(3)Adjusted Other income (expense) excluded gains from dispositions of $257 million related to the sale of a business for the nine months ended September 30, 2024.

(4)Adjusted Other income (expense) excluded approximately $6 million of debt extinguishment charges related to the repayment of NFP debt, which is considered a transaction related cost incurred in the second quarter of 2024.

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, Cash provided by operating activities in 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):

Nine Months Ended September 30,
20252024
Cash provided by operating activities$2,084$1,835
Capital expenditures(189)(163)
Free cash flow$1,895$1,672

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 a de minimis impact and an unfavorable impact of $0.12 on net income per diluted share during the three and nine months ended September 30, 2025, respectively, if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.02 and an unfavorable impact of $0.05 on net income per diluted share during the three and nine months ended September 30, 2024, respectively, if 2023 results were translated at 2024 rates.

Currency fluctuations had a favorable impact of $0.02 and an unfavorable impact of $0.11 on adjusted diluted earnings per share during the three and nine months ended September 30, 2025, respectively, if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.02 and an unfavorable impact of $0.05 on adjusted diluted earnings per share during the three and nine months ended September 30, 2024, respectively, 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, available cash reserves, and divestiture proceeds; 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 $8.4 billion and $7.2 billion at September 30, 2025 and December 31, 2024, respectively, and fiduciary receivables of $10.4 billion and $10.3 billion at September 30, 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 a multi-currency cash pool with a third-party bank 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 September 30, 2025, some Aon entities had negative cash balances; however, the overall balance was positive. Entities with a negative cash pool position incur interest expense, while those with a positive position earn interest income. Interest rates are determined by local market conditions and vary by currency. For the period, if interest expense on negative cash pool balances exceeds interest income associated with positive cash pool balances, as well as other income-producing assets, the net amount is reported as interest expense for both the quarterly and year-to-date periods.

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of September 30, 2025 (in millions):

Statement of Financial Position Classification
Asset TypeCash and Cash EquivalentsShort-term InvestmentsFiduciary AssetsTotal
Certificates of deposit, bank deposits, or time deposits$1,095$—$4,400$5,495
Money market funds—2073,9914,198
Cash, Short-term investments, and funds held on behalf of clients1,0952078,3919,693
Fiduciary receivables——10,39010,390
Total$1,095$207$18,781$20,083

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 increase of $1.2 billion for the nine months ended September 30, 2025 compared to a net increase of $1.3 billion for the nine months ended September 30, 2024. A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):

Nine Months Ended September 30,
20252024
Cash provided by operating activities$2,084$1,835
Cash used for investing activities(362)(2,256)
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 clients$1,187$1,321

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2025 was $2.1 billion, an increase of $249 million compared to $1.8 billion 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 $80 million for the nine months ended September 30, 2025, as compared to $43 million for the nine months ended September 30, 2024. For the remainder of 2025, we expect to contribute approximately $8 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 a three-year restructuring program called 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 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 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 $230 million of charges, while our Human Capital segment is expected to incur approximately $60 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 and nine months ended September 30, 2025, total Program costs incurred were $32 million and $236 million, respectively. 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 $35 million and $110 million of expense savings in the first three and nine months of 2025, respectively, 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 $362 million during the nine months ended September 30, 2025, a decrease of $1.9 billion compared to $2.3 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 decreased $12 million to $207 million at September 30, 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 nine months of 2025, we completed fourteen acquisitions, eight within Risk Capital and six within Human Capital. Cash consideration, net of cash and funds held on behalf of clients acquired, was $276 million, which relates to cash consideration paid in 2025 for 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 nine months of 2024, we completed sixteen acquisitions, eight within Risk Capital and eight within Human Capital. Cash consideration, net of cash and funds held on behalf of clients acquired, was $3.0 billion, which includes $4 million related to acquisitions completed in 2023.

During the first nine months of 2025, we completed three dispositions, one within Risk Capital and two within Human Capital, for an insignificant cash flow impact. During the first nine months of 2024, we completed five dispositions, three within Risk Capital and two within Human Capital, for $602 million, net of cash and funds held on behalf of clients. During the first nine months of 2025 and 2024, a $108 million and $84 million gain was recognized, respectively, related to the deferred consideration earned for the 2017 sale of the benefits administration and business process outsourcing business. Other than this deferred consideration, there was a $5 million cash flow impact during the first nine months of 2025 related to dispositions that occurred in prior periods.

Capital Expenditures

Our additions to fixed assets including capitalized software, amounted to $189 million and $163 million for the nine months ended September 30, 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 $1.1 billion during the nine months ended September 30, 2025, a decrease of $2.7 billion compared to $1.6 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 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 repurchase 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. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

Total debt at September 30, 2025 was $16.8 billion, a decrease of $226 million compared to December 31, 2024. Further, commercial paper activity during the nine months ended September 30, 2025 and 2024 is as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Total issuances (1)$1,079$425$4,523$1,697
Total repayments(1,183)(425)(4,147)(2,288)
Net issuances (repayments)$(104)$—$376$(591)

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

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 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 was set to mature on April 24, 2027 and was prepayable at any time. As of September 30, 2025, Aon North America, Inc. 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 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 September 30, 2025 and December 31, 2024, we had distributable profits in excess of $30.5 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 September 30, 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 September 30, 2025 or December 31, 2024. Additionally, we are 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.

Disposal Definitive Agreement and Subsequent Event

On September 3, 2025, Aon signed a definitive agreement to sell a significant majority of NFP’s wealth business including Wealthspire Advisors, Fiducient Advisors, Newport Private Wealth and related platforms to Madison Dearborn Partners, LLC and this disposition was completed on October 30, 2025 and total proceeds received on closing were $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.

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 October 31, 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 $125 million at September 30, 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 $143 million at September 30, 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
4.500% Senior Notes due December 2028
3.750% Senior Notes due May 2029
2.800% Senior Notes due May 2030
6.250% 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
4.250% Senior Notes due December 2042
4.450% Senior Notes due May 2043
4.600% Senior Notes due June 2044
4.750% 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
2.850% Senior Notes due May 2027
2.050% Senior Notes due August 2031
2.600% Senior Notes due December 2031
5.000% Senior Notes due September 2032
5.350% Senior Notes due February 2033
2.900% Senior Notes due August 2051
3.900% 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 “Obligor group”. The following tables set forth summarized financial information for the Obligor group, which reflects the financial results of Aon North America, Inc. for the year ended December 31, 2024 and for the period ended September 30, 2025.

Adjustments are made to the tables to eliminate intercompany balances and transactions between the Obligor group. Intercompany balances and transactions between the 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 Obligor group in non-guarantor subsidiaries.

Obligor Group
Summarized Statement of Income Information
Nine Months Ended
(millions)September 30, 2025
Revenue$—
Operating loss$(80)
Loss from non-guarantor subsidiaries before income taxes$(588)
Net loss$(1,159)
Net loss attributable to Aon shareholders$(1,159)
Obligor Group
Summarized Statement of Financial Position Information
As ofAs of
(millions)September 30, 2025December 31, 2024
Receivables due from non-guarantor subsidiaries$6,196$9,611
Other current assets5977
Total current assets$6,255$9,688
Non-current receivables due from non-guarantor subsidiaries$261$10,768
Other non-current assets1,5081,393
Total non-current assets$1,769$12,161
Payables to non-guarantor subsidiaries$9,903$7,628
Other current liabilities6,3793,309
Total current liabilities$16,282$10,937
Non-current payables to non-guarantor subsidiaries$5,216$9,801
Other non-current liabilities16,40017,668
Total non-current liabilities$21,616$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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