Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7933
Aon plc
(Exact Name of Registrant as Specified in Its Charter)
| IRELAND | 98-1539969 | |||||||
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) |
| 15 George's Quay, Dublin 2, Ireland | D02 VR98 | |||||||
| (Address of principal executive offices) | (Zip Code) |
+353 1 266 6000
(Registrant’s Telephone Number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Ordinary Shares $0.01 nominal value | AON | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.850% Senior Notes due 2027 | AON27 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027 | AON27B | New York Stock Exchange | ||||||||||||
| Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029 | AON29 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.050% Senior Notes due 2031 | AON31 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.600% Senior Notes due 2031 | AON31A | New York Stock Exchange | ||||||||||||
| Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031 | AON31B | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.000% Senior Notes due 2032 | AON32 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.350% Senior Notes due 2033 | AON33 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034 | AON34 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon plc’s 4.250% Senior Notes due 2042 | AON42 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon plc’s 4.450% Senior Notes due 2043 | AON43 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon plc’s 4.600% Senior Notes due 2044 | AON44 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon plc’s 4.750% Senior Notes due 2045 | AON45 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.900% Senior Notes due 2051 | AON51 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.900% Senior Notes due 2052 | AON52 | New York Stock Exchange | ||||||||||||
| Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054 | AON54 | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of class A ordinary shares of Aon plc, $0.01 nominal value, outstanding as of July 28, 2026: 212,125,434
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements represent management’s expectations or forecasts of future events. These statements include statements about our plans, objectives, strategies, financial performance and outlook, trends, prospects or other future events and involve known and unknown risks that are difficult to predict. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “positioned,” “intend,” “plan,” “potential,” “continue,” “target,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use forward-looking statements when addressing topics such as: market, industry and geopolitical conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the Accelerating Aon United Program; the outcome of contingencies; dividend policy; the expected impact of acquisitions, dispositions, and other significant transactions or the termination thereof; litigation and regulatory matters; pension obligations; cash flow and liquidity; expected effective tax rate; expected foreign currency translation impacts; potential changes in laws or future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the Securities and Exchange Commission, that could impact results include:
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changes in the competitive environment, due to macroeconomic conditions or otherwise, or damage to our reputation;
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fluctuations in currency exchange, interest, or inflation rates that could impact our financial condition or results;
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changes in global equity and fixed income markets that could affect the return on invested assets;
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changes in the funded status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
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the level of our debt and the terms thereof reducing our flexibility or increasing borrowing costs;
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rating agency actions that could limit our access to capital and our competitive position;
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our global tax rate being subject to a variety of different factors, including the application of the OECD’s Pillar Two tax regime by Ireland, the U.K., Singapore, and many E.U. member states, among others, or other pending proposals in those and other countries, which could create volatility in that tax rate;
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changes in our accounting estimates and assumptions on our financial statements;
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limits on our subsidiaries’ ability to pay dividends or otherwise make payments to their respective parent entities;
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the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims against us (including proceedings and contingencies relating to transactions for which capital was arranged by Vesttoo Ltd. or related to actions we may take in being responsible for making decisions on behalf of clients in our investment businesses or in other advisory services that we currently provide, or may provide in the future);
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the impact of, and potential challenges in complying with, laws and regulations of the jurisdictions in which we operate, particularly given the global nature of our operations and the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across such jurisdictions, including but not limited to in areas of cybersecurity, data privacy, and artificial intelligence;
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the impact of any regulatory investigations brought in Ireland, the United Kingdom, the United States, and other countries;
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failure to protect intellectual property rights or allegations that we have infringed on the intellectual property rights of others;
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general economic and political conditions in the countries in which we do business around the world;
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the failure to retain, attract and develop experienced and qualified personnel;
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international risks associated with our global operations, including geopolitical conflicts, tariffs, or changes in trade policies;
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the effects of natural or human-caused disasters, including the effects of health pandemics and the impacts of climate-related events;
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any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation;
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our ability to develop, implement, update, and enhance new technology;
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the actions taken by third parties that perform aspects of our business operations and client services;
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our ability to continue, and the costs and risks associated with growing, developing and integrating acquired business, and entering into new lines of business or products;
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our ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate proposed transactions;
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changes in commercial property and casualty markets, commercial premium rates or methods of compensation;
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our ability to develop and implement innovative growth strategies and initiatives intended to yield cost savings (including the Accelerating Aon United Program) and the ability to achieve such growth or cost savings;
-
the effects of Irish law on our operating flexibility and the enforcement of judgments against us; and
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adverse effects on the market price of Aon’s securities and/or operating results for any reason, including, without limitation, because of a failure to realize the expected benefits of the acquisition of NFP (including anticipated revenue and growth synergies) in the expected timeframe, or at all.
Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise.
Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in our filings with the SEC, including the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These factors may be revised or supplemented in our subsequent periodic filings with the SEC.
Table of Contents
The below definitions apply throughout this report unless the context requires otherwise:
| Term | Definition | ||||
| AAU | Accelerating Aon United Program | ||||
| ASC | Accounting Standards Codification | ||||
| CODM | Chief Operating Decision Maker | ||||
| DCF | Discounted Cash Flow | ||||
| E&O | Errors and Omissions | ||||
| EBITDA | Earnings before Interest, Taxes, Depreciation, and Amortization | ||||
| EMEA | Europe, the Middle East, and Africa | ||||
| E.U. | European Union | ||||
| FASB | Financial Accounting Standards Board | ||||
| FCA | Financial Conduct Authority | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| GHG | Greenhouse Gas | ||||
| LOC | Letter of Credit | ||||
| OECD | Organization for Economic Co-operation and Development | ||||
| P&C | Property and Casualty | ||||
| ROU | Right-of-Use | ||||
| SEC | Securities and Exchange Commission | ||||
| U.K. | United Kingdom | ||||
| U.S. | United States | ||||
Part I Financial Information
Next: Item 1. Financial Statements