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

EXECUTIVE SUMMARY OF FIRST-QUARTER 2026 FINANCIAL RESULTS

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

Financial Results

The following is a summary of our first quarter of 2026 financial results.

• Revenue increased $305 million, or 6%, reflecting 5% organic revenue growth and a 4% favorable impact from foreign currency translation, partially offset by a 3% unfavorable impact primarily from divestitures largely due to the sales of the NFP Wealth business and Stroz Friedberg.

◦Risk Capital revenue increased $311 million, or 10%, compared to the prior-year period; and

◦Human Capital revenue decreased $6 million compared to the prior-year period.

• Operating expenses increased $51 million, or 2%, compared to the prior-year period, due primarily to the increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as the unfavorable impact of foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business and $25 million of net restructuring savings.

◦Risk Capital operating expenses increased $126 million, or 6%, compared to the prior-year period; and

◦Human Capital operating expenses decreased $46 million, or 4%, compared to the prior-year period.

• Operating margin increased to 34.1% from 30.9% in the prior-year period, driven primarily by organic revenue growth of 5% and $25 million of net restructuring savings, partially offset by an increase in operating expenses as previously described.

◦Risk Capital operating margin increased to 39.5% from 37.5% in the prior-year period; and

◦Human Capital operating margin increased to 28.8% from 26.1% in the prior-year period.

• Due to the factors set forth above, net income increased $257 million, or 26%, compared to the prior-year period.

• Diluted earnings per share was $5.63 compared to $4.43 per share for the prior-year period.

• Cash flows provided by operating activities were $430 million for the first three months of 2026, an increase of $290 million, or 207%, from the prior-year period, due primarily to strong adjusted operating income growth and lower cash taxes.

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, the most directly comparable U.S. GAAP measures and our Condensed Consolidated Financial Statements. The following is our measure of performance against these four metrics for the first quarter of 2026:

• Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 5% for the first quarter of 2026, 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 39.1% for the first quarter of 2026 compared to 38.4% in the prior-year period. The increase in adjusted operating margin reflects organic revenue growth, net restructuring savings and tailwinds from currency movements, partially offset by increased expenses associated with 5% organic revenue growth and lower fiduciary investment income.

◦Risk Capital adjusted operating margin increased to 42.0% in the first quarter of 2026 compared to 41.3% in the prior-year period.

◦Human Capital adjusted operating margin decreased to 34.4% in the first quarter of 2026 compared to 35.3% 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 $6.48 per share for the first quarter of 2026, compared to $5.67 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 $363 million in the first three months of 2026, an increase of $279 million, or 332%, from the prior-year period, reflecting a $290 million increase in cash flows from operations, due primarily to strong adjusted operating income growth and lower cash taxes, partially offset by an $11 million increase in capital expenditures.

REVIEW OF CONSOLIDATED RESULTS

Summary of Results

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

						Three Months Ended March 31,
						2026						2025
Revenue
Total revenue						$	5,034					$	4,729
Expenses
Compensation and benefits						2,393						2,249
Information technology						144						136
Premises						81						82
Depreciation of fixed assets						46						46
Amortization and impairment of intangible assets						152						199
Other general expense						411						446
Accelerating Aon United Program expenses						92						110
Total operating expenses						3,319						3,268
Operating income						1,715						1,461
Interest income						12						5
Interest expense						(179)						(206)
Other income (expense)						5						(10)
Income before income taxes						1,553						1,250
Income tax expense						314						268
Net income						1,239						982
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests						27						17
Net income attributable to Aon shareholders						$	1,212					$	965
Diluted net income per share attributable to Aon shareholders						$	5.63					$	4.43
Weighted average ordinary shares outstanding - diluted						215.4						217.9

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

			Three Months Ended March 31,
			Risk Capital												Human Capital												Corporate/Eliminations (1)												Total Consolidated
			2026						2025						2026						2025						2026						2025						2026						2025
Revenue
Total revenue			$	3,502					$	3,191					$	1,539					$	1,545					$	(7)					$	(7)					$	5,034					$	4,729
Expenses
Compensation and benefits			1,632						1,461						759						774						2						14						2,393						2,249
Information technology			96						90						46						45						2						1						144						136
Premises			53						52						27						29						1						1						81						82
Other expenses (2)			339						391						264						294						98						116						701						801
Total operating expenses			2,120						1,994						1,096						1,142						103						132						3,319						3,268
Operating income			$	1,382					$	1,197					$	443					$	403					$	(110)					$	(139)					$	1,715					$	1,461
Operating margin			39.5		%				37.5		%				28.8		%				26.1		%																34.1		%				30.9		%

(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 $305 million, or 6%, reflecting 5% organic revenue growth and a 4% favorable impact from foreign currency translation, partially offset by a 3% unfavorable impact primarily from divestitures. Risk Capital revenue increased $311 million, or 10%, and Human Capital revenue decreased $6 million, or less than 1%.

Risk Capital

Commercial Risk Solutions revenue increased $221 million, or 11%, in the first quarter of 2026, compared to the first quarter of 2025. Organic revenue growth was 7% in the first quarter of 2026, reflecting double-digit growth in North America and strong growth in EMEA, driven by net new business and ongoing strong retention. Net market impact was slightly positive. Within North America, performance was highlighted by strong growth in M&A services, U.S. core P&C and construction.

Reinsurance Solutions revenue increased $90 million, or 8%, in the first quarter of 2026, compared to the first quarter of 2025. Organic revenue growth was 4% in the first quarter of 2026, reflecting growth in treaty placements, driven by net new business and strong retention, and a double-digit increase in facultative placements. Net market impact was a modest negative in the quarter.

Human Capital

Health Solutions revenue increased $93 million, or 9%, in the first quarter of 2026, compared to the first quarter of 2025. Organic revenue growth was 4% in the first quarter of 2026, reflecting strong growth in core health and benefits, including particular strength in international, driven by net new business, ongoing strong retention and a positive net market impact. This was partially offset by slower discretionary spend in Talent Solutions.

Wealth Solutions revenue decreased $99 million, or 19%, in the first quarter of 2026, compared to the first quarter of 2025, driven by the sale of the NFP Wealth business in the fourth quarter of 2025. Organic revenue growth was 1% in the first quarter of 2026, reflecting growth in Retirement, driven by continued demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change, partially offset by continued soft advisory demand in the U.S.

Compensation and Benefits

Compensation and benefits expense increased $144 million, or 6%, compared to the prior-year period due primarily to expenses associated with 5% organic revenue growth and investments in long-term growth, as well as the unfavorable impact of foreign currency translation, partially offset by lower expenses from the sale of the NFP Wealth business and savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $8 million, or 6%, compared to the prior-year period, due primarily to the expense associated with 5% organic revenue growth, including Aon Business Services investments in ongoing technology initiatives.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, decreased $1 million, or 1%, in the first quarter of 2026 compared to the prior-year period, due primarily to efforts to optimize our real estate footprint and 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 compared to the prior-year period.

Amortization and Impairment of Intangible Assets

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based, technology and tradename assets. Amortization and impairment of intangible assets decreased $47 million, or 24%, in the first quarter of 2026 compared to the prior-year period, due primarily to the decrease in intangible assets associated with the sale of the NFP Wealth business.

Other General Expense

Other general expenses decreased $35 million, or 8%, in the first quarter of 2026 due primarily to non-recurring gains including legal recoveries and sales of portfolios, lower transaction- and integration-related expense and lower expenses associated with the sale of the NFP Wealth business, partially offset by the unfavorable impact of foreign currency translation.

Accelerating Aon United Program Expenses

Accelerating Aon United Program expenses decreased $18 million, or 16%, in the first quarter of 2026 compared to the prior-year period, due primarily to lower costs related to workforce optimization.

Total Operating Expenses and Operating Income

Total operating expenses increased $51 million, or 2%, in the first quarter of 2026 due primarily to the increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as the unfavorable impact of foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business and $25 million of net restructuring savings. Due to the factors set forth above, total operating income increased $254 million to $1.7 billion in the first quarter of 2026.

Risk Capital

Total operating expenses increased $126 million, or 6%, in the first quarter of 2026. The increase was primarily due to an increase in compensation and benefits partially offset by a decrease in other expenses. The increase in compensation and benefits is due to an increase in expense associated with 7% and 4% organic revenue growth in Commercial Risk Solutions and Reinsurance Solutions, respectively, and the unfavorable impact from foreign currency translation. The decrease in other expenses is primarily due to non-recurring gains including legal recoveries and sales of portfolios, partially offset by the unfavorable impact of foreign currency translation. Due to the factors set forth above, Risk Capital operating income increased $185 million, or 15%, in the first quarter of 2026.

Human Capital

Total operating expenses decreased $46 million, or 4%, in the first quarter of 2026. The decrease was primarily due to a decrease in other expenses and a decrease in compensation and benefits. The decrease in other expenses is primarily due to lower amortization resulting from the sale of the NFP Wealth business. The decrease in compensation and benefits is due to the sale of the NFP Wealth business, partially offset by an increase in expense associated with 4% and 1% organic revenue growth in Health Solutions and Wealth Solutions, respectively. Due to the factors set forth above, Human Capital operating income increased $40 million, or 10%, in the first quarter of 2026.

Interest Income

Interest income represents income earned, net of expense, on operating cash balances and other income-producing investments. Interest income does not include interest earned on funds held on behalf of clients. During the first quarter of 2026, interest income increased $7 million, or 140% compared to the prior-year period, primarily reflecting higher cash balances due to the sale of the NFP Wealth business.

Interest Expense

Interest expense, which represents the cost of our debt obligations, decreased $27 million, or 13% during the first quarter of 2026 compared to the prior-year period, reflecting lower total debt.

Other Income (Expense)

Other income was $5 million for the first quarter of 2026 compared to other expense of $10 million for the first quarter of 2025. The increase was due to gains related to the sale of businesses and a decrease in non-cash pension expense.

Income before Income Taxes

Income before income taxes for the first quarter of 2026 was $1.6 billion, a 24% increase compared to the prior-year period.

Income Taxes

The effective tax rate on net income was 20.2% and 21.4% for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of a capital loss offset by the unfavorable impact of other discrete items.

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

Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two applies to the Company in prior years and how its application may change in future years. The OECD has issued numerous guidance documents attempting to change how Pillar Two 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 2026 and future periods.

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the first quarter of 2026 increased to $1.2 billion, or $5.63 per diluted share, from $965 million, or $4.43 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 operating income, 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, the most directly comparable U.S. GAAP measures and 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 March 31,
						2026						2025						% Change						Less: Currency Impact (1)						Less: Fiduciary Investment Income (2)						Less: Acquisitions, Divestitures & Other						Organic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions						$	2,223					$	2,002					11		%				5		%				—		%				(1)		%				7		%
Reinsurance Solutions						1,279						1,189						8						4						—						—						4
Human Capital Revenue:
Health Solutions						1,119						1,026						9						4						—						1						4
Wealth Solutions						420						519						(19)						3						—						(23)						1
Eliminations						(7)						(7)						N/A						N/A						N/A						N/A						N/A
Total revenue						$	5,034					$	4,729					6		%				4		%				—		%				(3)		%				5		%

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

(2)Fiduciary investment income for the three months ended March 31, 2026 and 2025 was $55 million and $67 million, respectively.

(3)Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior-year period), divestitures (including held for sale disposal groups, 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.

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 adjusted operating income and adjusted operating margin to reported operating income and operating margin is as follows (in millions, except percentages):

			Three Months Ended March 31,
			Risk Capital												Human Capital												Corporate/Eliminations (1)												Total Consolidated
(millions, except percentages)			2026						2025						2026						2025						2026						2025						2026						2025
Revenue			$	3,502					$	3,191					$	1,539					$	1,545					$	(7)					$	(7)					$	5,034					$	4,729
Operating income			$	1,382					$	1,197					$	443					$	403					$	(110)					$	(139)					$	1,715					$	1,461
Amortization and impairment of intangible assets			73						84						79						115						—						—						152						199
Change in the fair value of contingent consideration			(5)						6						—						11						—						—						(5)						17
Accelerating Aon United Program expenses (2)			19						19						5						4						68						87						92						110
Integration costs (3)			1						11						2						12						9						6						12						29
Adjusted operating income			$	1,470					$	1,317					$	529					$	545					$	(33)					$	(46)					$	1,966					$	1,816
Operating margin			39.5		%				37.5		%				28.8		%				26.1		%																34.1		%				30.9		%
Adjusted operating margin			42.0		%				41.3		%				34.4		%				35.3		%																39.1		%				38.4		%

(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)The NFP transaction has continued 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. The Company expects to continue to incur integration costs through the end of the second quarter of 2026.

Risk Capital adjusted operating income increased $153 million, or 12%, in the first quarter of 2026. The increase was primarily due to organic revenue growth of 7% in Commercial Risk Solutions and 4% in Reinsurance Solutions and a favorable impact from foreign currency translation, partially offset by increased expenses and lower fiduciary investment income. Human Capital adjusted operating income decreased $16 million, or 3%, in the first quarter of 2026. The decrease was primarily due to the impact of the sale of the NFP Wealth business and increased expenses, partially offset by organic revenue growth of 4% in Health Solutions and 1% in Wealth Solutions.

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 March 31, 2026
						U.S. GAAP						Adjustments						Non-GAAP Adjusted
Operating income						$	1,715					$	251					$	1,966
Interest income						12						—						12
Interest expense						(179)						—						(179)
Other income (expense) (1)						5						(20)						(15)
Income before income taxes						1,553						231						1,784
Income tax expense (2)						314						48						362
Net income						1,239						183						1,422
Less: Net income attributable to noncontrolling interests						27						—						27
Net income attributable to Aon shareholders						$	1,212					$	183					$	1,395
Diluted net income per share attributable to Aon shareholders						$	5.63					$	0.85					$	6.48
Weighted average ordinary shares outstanding - diluted						215.4						—						215.4
Effective tax rates (2)						20.2		%										20.3		%

						Three Months Ended March 31, 2025
						U.S. GAAP						Adjustments						Non-GAAP Adjusted
Operating income						$	1,461					$	355					$	1,816
Interest income						5						—						5
Interest expense						(206)						—						(206)
Other income (expense) (3)						(10)						(20)						(30)
Income before income taxes						1,250						335						1,585
Income tax expense (2)						268						64						332
Net income						982						271						1,253
Less: Net income attributable to noncontrolling interests						17						—						17
Net income attributable to Aon shareholders						$	965					$	271					$	1,236
Diluted net income per share attributable to Aon shareholders						$	4.43					$	1.24					$	5.67
Weighted average ordinary shares outstanding - diluted						217.9						—						217.9
Effective tax rates (2)						21.4		%										20.9		%

(1)Adjusted other income (expense) for the three months ended March 31, 2026 excluded additional gains from the disposal of the NFP Wealth business totaling $20 million that was recognized associated with revisions to the final closing statement. The gain from the disposal of the NFP Wealth business for the year ended December 31, 2025 was $1,199 million.

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

(3)During the three months ended March 31, 2025, a $20 million gain was recognized 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.

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):

						Three Months Ended March 31,
						2026						2025
Cash provided by operating activities						$	430					$	140
Capital expenditures						(67)						(56)
Free cash flow						$	363					$	84

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 favorable impact of $0.35 on net income per diluted share during the three months ended March 31, 2026 if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.13 on net income per diluted share during the three months ended March 31, 2025 if 2024 results were translated at 2025 rates.

Currency fluctuations had a favorable impact of $0.36 on adjusted diluted earnings per share during the three months ended March 31, 2026 if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.14 on adjusted diluted earnings per share during the three months ended March 31, 2025 if 2024 results were translated at 2025 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 $8.3 billion and $7.4 billion at March 31, 2026 and December 31, 2025, respectively, and fiduciary receivables of $10.6 billion and $10.5 billion at March 31, 2026 and December 31, 2025, 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 March 31, 2026, cash balances of one or more non-U.S. entities may have been negative; 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 March 31, 2026 (in millions):

			Statement of Financial Position Classification
Asset Type			Cash and Cash Equivalents						Short-term Investments						Fiduciary Assets						Total
Certificates of deposit, bank deposits, or time deposits			$	1,178					$	—					$	4,688					$	5,866
Money market funds			—						238						3,598						3,836
Cash, Short-term investments, and funds held on behalf of clients			1,178						238						8,286						9,702
Fiduciary receivables			—						—						10,619						10,619
Total			$	1,178					$	238					$	18,905					$	20,321

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 $891 million for the three months ended March 31, 2026 compared to a net decrease of $305 million for the three months ended March 31, 2025. A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):

						Three Months Ended March 31,
						2026						2025
Cash provided by operating activities						$	430					$	140
Cash provided by (used for) investing activities						999						(292)
Cash used for financing activities						(441)						(349)
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients						(97)						196
Net increase (decrease) in cash and cash equivalents and funds held on behalf of clients						$	891					$	(305)

Operating Activities

Net cash provided by operating activities during the three months ended March 31, 2026 was $430 million, an increase of $290 million compared to $140 million of Cash flows provided by operating activities in the prior-year period. This amount represents Net income reported, generally adjusted for gains from sales of businesses, losses from sales of businesses, share-based compensation expense, depreciation expense, amortization and impairments, and other non-cash income and expenses, including pension settlement charges. Adjustments also include changes in working capital that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses.

Pension Contributions

Pension contributions were $28 million for the three months ended March 31, 2026, as compared to $30 million for the three months ended March 31, 2025. For the remainder of 2026, we expect to contribute approximately $65 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 March 31, 2026 are as follows (in millions):

			Technology and other						Workforce optimization						Asset impairments						Total
Liability Balance as of December 31, 2025			$	39					$	108					$	—					$	147
Charges			62						29						1						92
Cash payments			(51)						(34)						—						(85)
Foreign currency translation and other			—						(1)						—						(1)
Non-cash charges (1)			—						8						(1)						7
Liability balance as of March 31, 2026			$	50					$	110					$	—					$	160
Total costs incurred from inception to date			$	397					$	484					$	100					$	981

(1) Charges reflect changes in accruals made in the current period.

The Program is currently expected to result in cumulative costs of $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. Over the life of the program, our Risk Capital segment is expected to incur approximately $286 million of charges, while our Human Capital segment is expected to incur approximately $74 million of charges, with the remaining charges relating to corporate expenses. The Program is estimated to generate annualized expense savings of approximately $450 million by the end of 2027, largely benefiting Compensation and benefits, Information technology, and Premises on the Condensed Consolidated Statements of Income. For the three months ended March 31, 2026, total Program costs incurred were $92 million. The Company expects to continue to review the implementation of elements of the Program throughout the course of the Program and, therefore, there may be changes to expected timing, estimates of expected costs and related savings. The Company realized an additional $25 million of expense savings in the first three months of 2026 from Program actions, resulting in $295 million of cumulative, annualized expense savings since the beginning of the Program, the majority of which were recognized within Compensation and benefits on the Condensed Consolidated Statements of Income.

Investing Activities

Cash flows provided by investing activities were $999 million during the three months ended March 31, 2026, an increase of $1.3 billion compared to $292 million 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 $1.4 billion to $238 million at March 31, 2026 compared to December 31, 2025. The balance as of December 31, 2025 reflected the investment of proceeds from the sale of the NFP Wealth business. 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

Total acquisitions completed by the Company for the three months ended March 31, 2026 and 2025 were as follows. Acquisitions that impact multiple segments are categorized by the segment primarily impacted.

			Three Months Ended March 31,
			2026			2025
Risk Capital			5			6
Human Capital			—			1
Total			5			7

During the first three months of 2026, cash consideration, net of cash and funds held on behalf of clients acquired, was $296 million, $2 million of which relates to prior year acquisitions. During the first three months of 2025, cash consideration, net of cash and funds held on behalf of clients acquired, was $116 million, which relates to acquisitions completed in 2025.

During the first three months of 2026, we completed no dispositions. There was an insignificant cash flow impact during the first three months of 2026 related to dispositions in prior periods. During the first three months of 2025, we completed no dispositions. There was a $24 million cash flow impact that related to dispositions in the prior year, including a $20 million gain related to the deferred consideration earned for the 2017 sale of the benefits administration and business process outsourcing business.

Capital Expenditures

Our additions to fixed assets including capitalized software, amounted to $67 million and $56 million for the three months ended March 31, 2026 and 2025, 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 $441 million during the three months ended March 31, 2026 compared to $349 million of Cash flows used for 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, and transactions with noncontrolling interests.

Share Repurchase Program

We have a share repurchase program authorized by our Board of Directors. The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $7.5 billion in February 2022 for a total of $27.5 billion in repurchase authorizations.

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

			Three Months Ended March 31,
			2026						2025
Shares repurchased			1.5						0.6
Average price per share			$	322.63					$	393.67
Repurchase costs recorded to retained earnings (accumulated deficit)			$	500					$	250

At March 31, 2026, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $800 million. Under the Repurchase Program, the Company has repurchased a total of 176.4 million shares for an aggregate cost of approximately $26.7 billion. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

Total debt at March 31, 2026 was $14.7 billion, a decrease of $586 million compared to December 31, 2025. Further, commercial paper activity during the three months ended March 31, 2026 and 2025 is as follows (in millions):

						Three Months Ended March 31,
						2026						2025
Total issuances (1)						$	429					$	1,149
Total repayments						(429)						(555)
Net issuances (repayments)						$	—					$	594

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

In March 2026, Aon Global Limited’s $600 million 5.125% Senior Notes due March 2027 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 less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes.

In January 2026, Aon Global Limited’s $521 million 8.205% Junior Subordinated Notes due January 2027 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 Junior Subordinated Notes.

On January 15, 2026, Aon Global Limited issued a notice of redemption to holders of its 2.875% Senior Notes for the redemption of all €500 million ($593 million at February 14, 2026 exchange rates) outstanding aggregate principal amount of the notes, plus accrued and unpaid interest, originally set to mature in May 2026. On February 14, 2026, these notes were repaid in full.

In December 2025, Aon Global Limited’s $750 million 3.875% Senior Notes matured and were repaid in full. As of December 31, 2024, the notes were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position, as they were scheduled to mature within one year.

On April 25, 2024, Aon North America, Inc. drew its $2 billion delayed draw term loan. As of December 31, 2025, the term loan was paid in full.

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. Retained earnings (Accumulated deficit)). As of March 31, 2026 and December 31, 2025, we had distributable profits in excess of $29.4 billion and $30.1 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 2026 to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders. Although cash from operations is expected to be sufficient to service these activities, we have the ability to access the commercial paper markets or borrow under our credit facilities to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

As of March 31, 2026, 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 includes customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. We did not have borrowings under either of these primary committed credit facilities as of March 31, 2026 and December 31, 2025, respectively. Additionally, we are in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended March 31, 2026 and December 31, 2025, respectively.

Shelf Registration Statement

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

Rating Agency Ratings

The major rating agencies’ ratings of our debt at May 1, 2026 appear in the table below.

			Ratings
			Senior Long-term Debt						Commercial Paper						Outlook
Standard & Poor’s			A-						A-2						Stable
Moody’s Investor Services			Baa2						P-2						Positive
Fitch, Inc.			BBB+						F-2						Stable

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 March 31, 2026, compared to $124 million at December 31, 2025. 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 $111 million at March 31, 2026, compared to $196 million at December 31, 2025.

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
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
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 for the year ended December 31, 2025 and for the period ended March 31, 2026.

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
						Three Months Ended
(millions)						March 31, 2026
Revenue						$	—
Operating loss						$	(21)
Income from non-guarantor subsidiaries before income taxes						$	(160)
Net loss						$	(350)
Net loss attributable to Aon shareholders						$	(350)

			Obligor Group
			Summarized Statement of Financial Position Information
						As of			As of
(millions)						March 31, 2026			December 31, 2025
Receivables due from non-guarantor subsidiaries						$	3,557		$	1,617
Other current assets						96			1,453
Total current assets						$	3,653		$	3,070
Non-current receivables due from non-guarantor subsidiaries						$	—		$	261
Other non-current assets						1,440			1,417
Total non-current assets						$	1,440		$	1,678
Payables to non-guarantor subsidiaries						$	10,374		$	8,771
Other current liabilities						6,692			5,939
Total current liabilities						$	17,066		$	14,710
Non-current payables to non-guarantor subsidiaries						$	5,219		$	5,230
Other non-current liabilities						14,924			16,081
Total non-current liabilities						$	20,143		$	21,311

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates, which include revenue recognition, pensions, goodwill and other intangible assets, contingencies, share-based payments, income taxes, and Accelerating Aon United restructuring charges, as compared to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.

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.