Aon plc - Quarter Report: 2025 March (Form 10-Q)

AAUAccelerating Aon United ProgramASCAccounting Standards CodificationCODMChief Operating Decision MakerDCFDiscounted Cash FlowE&OErrors and OmissionsEBITDAEarnings before Interest, Taxes, Depreciation, and AmortizationEMEAEurope, the Middle East, and AfricaESGEnvironmental, Social, and GovernanceE.U.European UnionFASBFinancial Accounting Standards BoardFCAFinancial Conduct AuthorityGAAPGenerally Accepted Accounting PrinciplesGHGGreenhouse GasLOCLetter of CreditOECDOrganization for Economic Co-operation and DevelopmentP&CProperty and CasualtyROURight-of-UseSECSecurities and Exchange CommissionU.K.United KingdomU.S.United StatesVIEVariable Interest Entity

Part I Financial Information

Item 1. Financial Statements

Aon plc

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended March 31,

(millions, except per share data)

2025

2024

Revenue

Total revenue

Expenses

Compensation and benefits

Information technology

Premises

Depreciation of fixed assets

Amortization and impairment of intangible assets

Other general expense

Accelerating Aon United Program expenses

Total operating expenses

Operating income

Interest income

Interest expense

()

Other income (expense)

()

Income before income taxes

Income tax expense

Net income

Less: Net income attributable to redeemable and nonredeemable noncontrolling interests

Net income attributable to Aon shareholders

Basic net income per share attributable to Aon shareholders

Diluted net income per share attributable to Aon shareholders

Weighted average ordinary shares outstanding - basic

Weighted average ordinary shares outstanding - diluted

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

Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(millions)	2025	2024
Net income	$	$
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests
Net income attributable to Aon shareholders
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments
Foreign currency translation adjustments		()
Postretirement benefit obligation
Total other comprehensive income (loss)		()
Less: Other comprehensive income attributable to noncontrolling interests
Total other comprehensive income (loss) attributable to Aon shareholders		()
Comprehensive income attributable to Aon shareholders	$	$

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

Aon plc

Condensed Consolidated Statements of Financial Position

(Unaudited)

(millions, except nominal value)

March 31,
2025

December 31,
2024

Assets

Current assets

Cash and cash equivalents

Short-term investments

Receivables, net

Fiduciary assets

Other current assets

Total current assets

Goodwill

Intangible assets, net

Fixed assets, net

Operating lease right-of-use assets

Deferred tax assets

Prepaid pension

Other non-current assets

Total assets

Liabilities, redeemable noncontrolling interests, and equity

Liabilities

Current liabilities

Accounts payable and accrued liabilities

Short-term debt and current portion of long-term debt

Fiduciary liabilities

Other current liabilities

Total current liabilities

Long-term debt

Non-current operating lease liabilities

Deferred tax liabilities

Pension, other postretirement, and postemployment liabilities

Other non-current liabilities

Total liabilities

Redeemable noncontrolling interests

Equity

Ordinary shares - $ nominal value

Authorized: shares (issued: 2025 - ; 2024 - )

Additional paid-in capital

Accumulated deficit

()

Accumulated other comprehensive loss

()

Total Aon shareholders' equity

Nonredeemable noncontrolling interests

Total equity

Total liabilities, redeemable noncontrolling interests and equity

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

Aon plc

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)

(millions)

Ordinary
Shares and
Additional
Paid-in Capital

Accumulated Deficit

Accumulated
Other
Comprehensive
Loss, Net of Tax

Non-
redeemable
Non-
controlling
Interests

Total

Balance at January 1, 2025

()

Net income (1)

—

Shares issued - employee stock compensation plans

()

—

()

Shares repurchased

()

—

()

—

()

Share-based compensation expense

—

Dividends to shareholders ($ per share)

—

()

—

()

Net change in fair value of financial instruments

—

Net foreign currency translation adjustments

—

Net postretirement benefit obligation

—

Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock

—

()

Remeasurement of redemption value of redeemable noncontrolling interest

—

()

—

()

Balance at March 31, 2025

()

(1) million for the quarter ended March 31, 2025, which included $ million of Net loss related to redeemable noncontrolling interests.

(millions)

Ordinary
Shares and
Additional
Paid-in Capital

Accumulated Deficit

Accumulated
Other
Comprehensive
Loss, Net of Tax

Non-redeemable Non-
controlling
Interests

Total

Balance at January 1, 2024

()

Net income

—

Shares issued - employee stock compensation plans

()

—

()

Shares repurchased

()

—

()

—

()

Share-based compensation expense

—

Dividends to shareholders ($ per share)

—

()

—

()

Net change in fair value of financial instruments

—

Net foreign currency translation adjustments

—

()

—

()

Net postretirement benefit obligation

—

Purchases of subsidiary shares from nonredeemable noncontrolling interests

—

()

—

()

Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock

—

()

Balance at March 31, 2024

()

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

Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(millions)	2025	2024
Cash flows from operating activities
Net income	$	$

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation of fixed assets
Amortization and impairment of intangible assets
Share-based compensation expense
Deferred income taxes	()	()
Other, net	()	()
Change in assets and liabilities:



Receivables, net	()	()
Accounts payable and accrued liabilities	()	()
Accelerating Aon United Program liabilities	()
Current income taxes
Pension, other postretirement and postemployment liabilities	()	()
Other assets and liabilities


Cash provided by operating activities
Cash flows from investing activities
Proceeds from investments
Purchases of investments	()	()
Net purchases of short-term investments - non fiduciary	()	()
Acquisition of businesses, net of cash and funds held on behalf of clients	()	()
Sale of businesses, net of cash and funds held on behalf of clients
Capital expenditures	()	()


Cash used for investing activities	()	()
Cash flows from financing activities
Share repurchase	()	()

Proceeds from issuance of shares
Cash paid for employee taxes on withholding shares	()	()
Commercial paper issuances, net of repayments		()
Issuance of debt


Increase (decrease) in fiduciary liabilities, net of fiduciary receivables	()
Cash dividends to shareholders	()	()
Redeemable and nonredeemable noncontrolling interests, and other financing activities	()	()




Cash provided by (used for) financing activities	()
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients		()
Net increase (decrease) in cash and cash equivalents and funds held on behalf of clients	()
Cash, cash equivalents and funds held on behalf of clients at beginning of period
Cash, cash equivalents and funds held on behalf of clients at end of period	$	$




Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents	$	$
Cash and cash equivalents and funds held on behalf of clients classified as held for sale
Funds held on behalf of clients
Total cash and cash equivalents and funds held on behalf of clients	$	$
Supplemental disclosures:
Interest paid	$	$
Income taxes paid, net of refunds	$	$

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

Notes to Condensed Consolidated Financial Statements (Unaudited)

Securities and Exchange Commission Final Rules

The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures. The final rules would require the Company to provide certain climate-related information in Item 7, Management’s Discussion and Analysis

$ Reinsurance Solutions

Total Risk Capital (1)

Health Solutions Wealth Solutions

Total Human Capital (1)

Eliminations()()Total revenue$ $

(1)Includes inter-segment revenue. Refer to Note 16 “Segment Information” for further information.

Consolidated revenue from contracts with customers by geographic area, which is attributed on the basis of where the services are performed, is as follows (in millions):

Three Months Ended March 31, 2025

Risk Capital

Human Capital

Corporate/Eliminations

Total

U.S.

()

Americas other than U.S.

U.K.

Ireland

Europe, Middle East, & Africa other than U.K. and Ireland

Asia Pacific

Total revenue

()

Three Months Ended March 31, 2024

Risk Capital

Human Capital

Corporate/Eliminations

Total

U.S.

()

Americas other than U.S.

U.K.

Ireland

Europe, Middle East, & Africa other than U.K. and Ireland

Asia Pacific

Total revenue

()

$ Additions Amortization()()Impairment Foreign currency translation and other ()Balance at end of period$ $

An analysis of the changes in the net carrying amount of costs to obtain contracts with customers are as follows (in millions):


	Three Months Ended March 31,
	2025	2024
Balance at beginning of period	$	$
Additions
Amortization	()	()
Impairment
Foreign currency translation and other		()
Balance at end of period	$	$

restructuring program called the Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining the Company’s technology infrastructure, optimizing its leadership structure and resource alignment, and reducing its real estate footprint to align to its hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology costs. The Program is an investment in the Company’s 3x3 Plan that brings together the best of the firm through its Aon United strategy, delivered as Risk Capital and Human Capital, and Aon’s Client Leadership model, powered by Aon Business Services.

Program charges are recognized within Accelerating Aon United Program expenses on the accompanying Condensed Consolidated Statements of Income and consist of the following cost activities:

•Technology and other – includes costs associated with actions taken to rationalize applications and to optimize technology across the Company. These costs may include termination fees and other non-capitalizable costs associated with Program initiatives, which include professional service fees.

•Workforce optimization – includes costs associated with headcount reduction and other separation-related costs.

•Asset impairments – includes non-cash costs associated with impairment of assets, as they are identified, including ROU lease assets, leasehold improvements, and other capitalized assets no longer providing economic benefit.

The Program is currently expected to result in cumulative costs of $ billion, consisting of approximately $ billion of cash charges and approximately $ billion of non-cash charges. For the three months ended March 31, 2025, total Program costs incurred were $ million. Over the life of the program, the Risk Capital segment is expected to incur approximately $ million of charges, while the Human Capital segment is expected to incur approximately $ million of charges, with the remaining charges relating to corporate expenses.

$ Human Capital Corporate Total$ $

The Company’s unpaid liabilities for charges under the Program are primarily included in Accounts payable and accrued liabilities and Other non-current liabilities in the Condensed Consolidated Statements of Financial Position.

$ $ $ Charges Cash payments()() ()Foreign currency translation and other

Non-cash charges (1)

()()()()

Liability balance as of March 31, 2025

$ $ $ $ Total costs incurred from inception to date$ $ $ $

million of accelerated ROU asset amortization or impairments due to the Company’s decision to exit certain leased properties as a result of the Program. The amounts are presented in Technology and other, where the corresponding liability is reflected within Other current liabilities and Non-current operating lease liabilities, which will ultimately be settled in cash.

billion. Of the total balances, $ million and $ million were restricted as to their use at March 31, 2025 and December 31, 2024, respectively. Included within Short-term investments as of March 31, 2025 and December 31, 2024, were £ million ($ million at March 31, 2025 exchange rates) and £ million ($ million at December 31, 2024 exchange rates), respectively, of operating funds required to be held by the Company in the U.K. by the FCA, a U.K.-based regulator.

)$ Pension and other postretirement()()Foreign currency remeasurement()

Financial instruments and other (1)

Total

$()$

million and million gain was recognized, respectively, related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior year period. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.

$ Provision Accounts written off, net of recoveries()()Foreign currency translation and other ()Balance at end of period$ $

Other Current Assets

$ Prepaid expenses Taxes receivable

Other (2)

Total$ $

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

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

Other Non-Current Assets

$ Investments Taxes receivable

Other (2) (3)

Total$ $

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

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

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

Deferred revenue (1)

Leases Contingent consideration Other

Total

$ $

(1)During the three months ended March 31, 2025, revenue of $ million was recognized in the Condensed Consolidated Statements of Income. During the three months ended March 31, 2024, revenue of $ million was recognized in the Condensed Consolidated Statements of Income.

Other Non-Current Liabilities

$ Contingent consideration Compensation and benefits Deferred revenue Other

Total

$ $

% of the partnership interests and share capital of Griffiths & Armour, an insurance broker in the United Kingdom.

In total, the Company completed acquisitions, within Risk Capital and within Human Capital, during the three months ended March 31, 2025. The Company completed acquisitions during the three months ended March 31, 2024.

Deferred and contingent consideration Aggregate consideration transferred$ Assets acquired:Goodwill Intangible assets

Other assets (2)

Total assets acquired Liabilities assumed:Total liabilities assumed Net assets acquired$

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

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

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

Significant Prior Year Acquisitions

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

The Company financed the NFP Transaction, in part, with the net proceeds from Senior Notes issued on March 1, 2024 totaling to an aggregate amount of $ billion and proceeds from a $ billion delayed draw term loan which was drawn on April 25, 2024. Refer to Note 9 “Debt” for further information.

Class A ordinary shares issued Aggregate consideration transferred$ Assets acquired:Cash and cash equivalents$ Receivables

Fiduciary assets (1)

Goodwill Other intangible assets: Customer-related and contract-based Tradenames Technology and other Operating lease right-of-use assets Current assets Non-current assets Total assets acquired Liabilities assumed:Accounts payable and accrued liabilities$ Fiduciary liabilities Current liabilities Long-term debt Non-current operating lease liabilities

Deferred tax liabilities (2)

Non-current liabilities Total liabilities assumed

Less: Fair value of redeemable noncontrolling interests (3)

()Less: Fair value of nonredeemable noncontrolling interests ()Net assets acquired$

(1)Includes $ million of funds held on behalf of clients.

(2)As of March 31, 2025, the NFP deferred tax liability related to the U.S. has been netted with the Aon deferred tax asset related to the U.S. and presented

as a net deferred tax asset on the Consolidated Statements of Financial Position.

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

The above amounts are considered preliminary and, therefore, the Company may refine estimates and adjust the assets acquired and liabilities assumed over a measurement period, not to exceed one year from the Acquisition Date. Since the Acquisition Date, the Company made measurement period adjustments related to the NFP Transaction which primarily included the following:

•An increase in the fair value of customer-related and contract-based intangible assets of $ million;

million (recorded within other current assets and other non-current assets); and

•A $ million decrease in deferred tax liabilities primarily as a result of adjustments to state deferred taxes and deferred taxes recorded on other measurement period adjustments;

Collectively, these adjustments, along with other insignificant adjustments not described above, resulted in a $ million decrease to goodwill. The measurement period adjustments had an insignificant impact on Net income for the three months ended March 31, 2025.

The purchase price related to the NFP Transaction exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of approximately $ billion, which is not deductible for tax purposes. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies as a result of the NFP Transaction which provides the Company with an expanded presence in the large and fast-growing middle-market. As of March 31, 2025, the company had allocated $ billion of the acquired goodwill to Risk Capital and $ billion of the acquired goodwill to Human Capital.

The fair value of the assets acquired and liabilities assumed in the NFP Transaction approximated their carrying values as of the Acquisition Date with the exception of customer-related and contract-based assets, tradename, technology, and contingent consideration obligations. Intangible assets acquired had a weighted average useful economic life of years.

Supplemental Pro Forma Combined Information (Unaudited)

The following unaudited pro forma combined financial information presents the combined results of operations of the Company as if the NFP Transaction occurred on January 1, 2023.

$ Net income attributable to Aon shareholders

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

Completed Dispositions

The Company completed dispositions during the three months ended March 31, 2025, and disposition within Human Capital during the three months ended March 31, 2024.

There were pretax gains or losses recognized related to dispositions for the three months ended March 31, 2025 or 2024.

Other Significant Activity

billion in cash paid at closing and deferred consideration of up to $ million. During the three months ended March 31, 2025 and 2024, the Company earned $ million and $ million, respectively, of deferred consideration from the Buyer and the other designated purchasers, which was recorded in Other income (expense) in the Condensed Consolidated Statements of Income. In total, the Company has earned $ million in deferred consideration related to this transaction as of March 31, 2025.

$ $ Goodwill related to current year acquisitions Measurement period adjustments related to prior year acquisitions()()()Foreign currency translation and other Balance as of March 31, 2025$ $ $ $ $ $ $ $ Tradenames Technology and other Total$ $ $ $ $ $ 2026 2027 2028 2029 2030 Thereafter Total$

million % 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 $ million % Senior Notes matured and were repaid in full.

On April 25, 2024, Aon North America, Inc. drew its $ billion delayed draw term loan and used proceeds, together with the proceeds of the Senior Notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with the acquisition of NFP, completed on April 25, 2024, (the “Transaction” or the “NFP Transaction”), to repay certain debt of NFP, and to pay related fees and expenses. The term loan matures on April 24, 2027 and is prepayable at any time. Aon plc incurred $ million of debt extinguishment charges in the third quarter of 2024 related to the delayed draw term loan. As of March 31, 2025, Aon North America, Inc. repaid $ million of the outstanding balance. The remaining outstanding balance is $ billion.

On April 2, 2024, Aon plc announced that its wholly owned subsidiary, Randolph Acquisition Corp., commenced cash tender offers for any and all of the outstanding % Senior Notes due 2028, % Senior Secured Notes due 2028, % Senior Secured Notes due 2030 and % 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 $ billion, excluding

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 $ million % Senior Notes due in March 2027, $ billion % Senior Notes due in March 2029, $ million % Senior Notes due in March 2031, $ billion % Senior Notes due in March 2034, and $ billion % Senior Notes due in March 2054, totaling to an aggregate amount of $ billion. The Company intends to use the net proceeds from the offering for general corporate purposes, including a portion of which was used to pay a portion of the cash consideration in connection with the NFP Transaction, to repay certain debt of NFP, and to pay related fees and expenses.

Revolving Credit Facilities

As of March 31, 2025, Aon plc had primary committed credit facilities outstanding: its $ billion multi-currency U.S. credit facility expiring in September 2027 and its $ billion multi-currency U.S. credit facility expiring in October 2028. In aggregate, these facilities provide $ billion in available credit.

Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require Aon to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. Aon did not have borrowings under either of these primary committed credit facilities as of March 31, 2025 and December 31, 2024, respectively. Additionally, Aon was in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended March 31, 2025 and December 31, 2024, respectively.

Commercial Paper

Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Programs”). Commercial paper may be issued in aggregate principal amounts of up to approximately $ billion under the U.S. Program and € million ($ million at March 31, 2025 exchange rates) under the European Program, not to exceed the amount of the Company’s committed credit facilities, which was $ billion at March 31, 2025. The aggregate capacity of the Commercial Paper Program remains fully backed by the Company’s committed credit facilities. The U.S. Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc and the European Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Corporation.

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


	2025		2024
Weighted average commercial paper outstanding	$		$
Weighted average interest rate of commercial paper outstanding		%		%

10.

% for the three months ended March 31, 2025. The effective tax rate on Net income was % for the three months ended March 31, 2024.

11.

billion in authorized repurchases, and was increased by $ billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $ billion in February 2022 for a total of $ billion in repurchase authorizations.

Under the Repurchase Program, the Company’s class A ordinary shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

Average price per share$ $

Repurchase costs recorded to accumulated deficit

$ $

At March 31, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $ billion. Under the Repurchase Program, the Company has repurchased a total of million shares for an aggregate cost of approximately $ billion.

Weighted Average Ordinary Shares

Dilutive effect of potentially issuable shares Diluted weighted average ordinary shares outstanding

Potentially issuable shares are not included in the computation of Diluted net income per share attributable to Aon shareholders if their inclusion would be antidilutive. There were an insignificant number of shares excluded from the calculation for the three months ended March 31, 2025 and million shares excluded from the calculation for the three months ended March 31, 2024.

$()$()$()Other comprehensive income (loss) before reclassifications, net Amounts reclassified from accumulated other comprehensive incomeAmounts reclassified from accumulated other comprehensive income (loss) Tax expense() ()()Amounts reclassified from accumulated other comprehensive income (loss), net Net current period other comprehensive income (loss) Balance at March 31, 2025$ $()$()$()

Change in Fair Value of Financial Instruments (1)

Foreign Currency Translation Adjustments

Postretirement Benefit Obligation (2)

Total

Balance at January 1, 2024

()

Other comprehensive income (loss) before reclassifications, net

()

Amounts reclassified from accumulated other comprehensive income

Tax expense

()

Amounts reclassified from accumulated other comprehensive income, net

Net current period other comprehensive income (loss)

()

Balance at March 31, 2024

()

(1)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Total revenue, Interest expense, and Compensation and benefits in the Condensed Consolidated Statements of Income. Refer to Note 13 “Derivatives and Hedging” for further information regarding the Company’s derivative and hedging activity.

(2)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense) in the Condensed Consolidated Statements of Income.

12.

$ $ $ $ $ Interest cost Expected return on plan assets, net of administration expenses()()()()()()Amortization of prior-service cost Amortization of net actuarial loss Net periodic cost (benefit) $ $ $ $()$ $()

Contributions

Assuming no additional contributions are agreed to with, or required by, the pension plan trustees, the Company expects to make total cash contributions of approximately $ million, $ million, and $ million (at December 31, 2024 exchange rates) to its significant U.K., U.S., and other major pension plans, respectively, during 2025.

Contributions to U.S. pension plans

Contributions to other major pension plans Total contributions$ $

13.

. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Income.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to economically hedge the currency exposure of the Company’s global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, typically on a rolling -day basis, but may be for up to in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income (expense) in the Condensed Consolidated Statements of Income.

$ $ $ $ $

Not accounted for as hedges (3)

Total$ $ $ $ $ $

(1)Included within Other current assets ($ million at March 31, 2025 and $ million at December 31, 2024) or Other non-current assets ($ million at March 31, 2025 and $ million at December 31, 2024).

(2)Included within Other current liabilities ($ million at March 31, 2025 and $ million at December 31, 2024).

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

The amounts of derivative gains (losses) reclassified from Accumulated other comprehensive loss to the Condensed Consolidated Statements of Income are as follows (in millions):


	Three Months Ended March 31,
	2025		2024
Total revenue	$	()	$	()

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

million and a loss of $ million, respectively, in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.

14.

$ $ $ Other investments Government bonds$ $ $ $

Derivatives (2)

Gross foreign exchange contracts$ $ $ $ Liabilities

Derivatives (2)

Gross foreign exchange contracts$ $ $ $


	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Balance at December 31, 2024
Assets
Money market funds (1)	$	$	$	$
Other investments

Government bonds	$	$	$	$

Derivatives (2)
Gross foreign exchange contracts	$	$	$	$
Liabilities		0
Derivatives (2)
Gross foreign exchange contracts	$	$	$	$

(1)Included within Fiduciary assets or Short-term investments in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.

There were no transfers of assets or liabilities between fair value hierarchy levels in the three months ended March 31, 2025 or 2024. The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income

$ $ $ Long-term debt$ $ $ $

15.

million plus any liability the owner has to third parties. In November 2019, a federal prosecutor in Brazil filed a public civil action naming Aon entities as defendants, along with the airline, the insurer and the lead reinsurer. That claim seeks pecuniary damages for families affected by the crash in the sum of $ million; or, in the alternative, $ million; or, in the alternative, $ million; plus “moral damages” of an equivalent sum. Separately, in March 2020, the Brazilian Federal Senate invited Aon to give evidence to a Parliamentary Commission of Inquiry in an investigation into the accident. Aon cooperated with that inquiry. In August 2020, individuals (surviving passengers and estates of the deceased) filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, seeking permission to commence proceedings against Aon (and the insurer and reinsurers) for claims totaling $ million. In December 2022, the High Court in England granted an anti-suit injunction, restricting the individuals who previously filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida, from continuing litigation in the Circuit Court of the 11th Judicial Circuit against Aon. Aon believes that it has meritorious defenses and intends to vigorously defend itself against the remaining claims.

Certain of the Company’s clients and counterparties have initiated or indicated that they may initiate legal proceedings against the Company following allegations in July 2023 that fraudulent letters of credit were issued in the name of third-party banks in connection with transactions for which capital was arranged by Vesttoo Ltd. (“Vesttoo”). Vesttoo is one of the third parties that identifies capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties. In certain transactions in which Vesttoo identified third party capital providers to collateralize reinsurance obligations, including transactions in which the Company or its affiliates provided brokerage or other services, some letters of credit from third party banks are alleged to have been fraudulent. The pending or threatened legal proceedings against the Company allege,

million, of which a potentially significant amount may be recoverable in future periods. Aon has sought and will continue to seek recourse against responsible third parties where appropriate. In addition, in August 2023, joint provisional liquidators were appointed over one of the Company’s subsidiaries in Bermuda with respect to segregated accounts that were impacted by the allegedly fraudulent letters of credit. The joint provisional liquidators were released from their appointment on July 3, 2024. Aon continues to cooperate with regulators in Bermuda, and other regulatory authorities could initiate investigations or proceedings against the Company or third parties.

Guarantees and Indemnifications

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Condensed Consolidated Financial Statements, and are recorded at fair value.

The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

Guarantee of Registered Securities

On June 22, 2023, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, and Aon North America, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023, amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of Aon North America, Inc. thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010); (iii) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 12, 2012); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013); (v) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated November 13, 2015); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 3, 2018).

On February 28, 2024, Aon plc, Aon Corporation, Aon Global Holdings plc, and Aon Global Limited (together with Aon plc, Aon Corporation and Aon Global Holdings, plc, the “Guarantors”), Aon North America, Inc. and the Trustee entered into an indenture and first supplemental indenture, each dated March 1, 2024, to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee by the Guarantors of the obligations of Aon North America, Inc. thereunder.

Letters of Credit

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

million at March 31, 2025 compared to $ million at December 31, 2024.

16.

segments: Risk Capital and Human Capital. This segmentation allows the CODM, who is our Chief Executive Officer and President, to align the assessment of performance and allocation of resources, based on segment operating income and operating margin, with how the Company addresses client need, accelerating its Aon United strategy through growth in Risk Capital and Human Capital and maximizing value for Aon and its shareholders.

Risk Capital supports clients through its Commercial Risk and Reinsurance solution lines. Commercial Risk includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. Reinsurance includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group, and capital markets.

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

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

$ $()$ ExpensesCompensation and benefits Information technology Premises

Other expenses (2)

Total operating expenses Operating income () Operating margin % % %Non-operating expensesInterest income Interest expense()Other income (expense)()Income before income taxes$

(1)Includes fiduciary investment income of $ million in Risk Capital and $ million in Human Capital for the three months ended March 31, 2025.

(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.

$ $()$ ExpensesCompensation and benefits Information technology Premises

Other expense (2)

Total operating expenses Operating income () Operating margin % % %Non-operating expensesInterest income Interest expense()Other income (expense) Income before income taxes$

(1)Includes fiduciary investment income of $ million in Risk Capital and $ million in Human Capital for the three months ended March 31, 2024.

Revenue

Reportable segment revenue includes inter-segment revenue of $ million for Risk Capital and $ million for Human Capital for the three months ended March 31, 2025 and $ million for Risk Capital and $ million for Human Capital for the three months ended March 31, 2024. This inter-segment revenue is eliminated as a Corporate adjustment to reconcile to the Company's Consolidated Total revenue.

Segment Operating Expenses

The Company’s segment operating expenses are generally attributed to the function of the business. Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment. These expenses are considered corporate expenses/eliminations.

Non-operating Expenses

The Company’s non-operating income (expenses) primarily consist of Interest income, Interest expense and Other income (expense) which are not allocated to our reportable segments, as the CODM assesses performance based on operating income results. Interest income represents income earned on Cash and cash equivalents and Short-term investments. Interest expense represents the cost of debt obligations. Other income (expense) consists of equity earnings (loss), realized gains or losses on the sale of investments, gains on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency remeasurement.

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

EXECUTIVE SUMMARY OF FIRST QUARTER 2025 FINANCIAL RESULTS

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

Financial Results

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

REVIEW OF CONSOLIDATED RESULTS

Summary of Results

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


	Three Months Ended March 31,
	2025		2024
Revenue
Total revenue	$	4,729	$	4,070
Expenses
Compensation and benefits	2,249		1,883
Information technology	136		124
Premises	82		71
Depreciation of fixed assets	46		44
Amortization and impairment of intangible assets	199		16
Other general expense	446		348
Accelerating Aon United Program expenses	110		119
Total operating expenses	3,268		2,605
Operating income	1,461		1,465
Interest income	5		28
Interest expense	(206)		(144)
Other income (expense)	(10)		75
Income before income taxes	1,250		1,424
Income tax expense	268		331


Net income	982		1,093
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	17		22
Net income attributable to Aon shareholders	$	965	$	1,071
Diluted net income per share attributable to Aon shareholders	$	4.43	$	5.35



Weighted average ordinary shares outstanding - diluted	217.9		200.1

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


	Three Months Ended March 31,
	Risk Capital						Human Capital						Corporate/Eliminations (1)				Total Consolidated
	2025			2024			2025			2024			2025		2024		2025			2024
Revenue
Total revenue	$	3,191		$	2,975		$	1,545		$	1,103		$	(7)	$	(8)	$	4,729		$	4,070
Expenses
Compensation and benefits	1,461			1,354			774			527			14		2		2,249			1,883
Information technology	90			89			45			35			1		—		136			124
Premises	52			50			29			21			1		—		82			71




Other expenses (2)	391			297			294			133			116		97		801			527
Total operating expenses	1,994			1,790			1,142			716			132		99		3,268			2,605
Operating income	$	1,197		$	1,185		$	403		$	387		$	(139)	$	(107)	$	1,461		$	1,465
Operating margin	37.5		%	39.8		%	26.1		%	35.1		%					30.9		%	36.0		%

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

(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.

Revenue

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

Risk Capital

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

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

Human Capital

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

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

Compensation and Benefits

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

Information Technology

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

Premises

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

Depreciation of Fixed Assets

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

Amortization and Impairment of Intangible Assets

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

Other General Expense

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

Accelerating Aon United Program Expenses

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

Total Operating Expenses and Operating Income

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

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

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

Interest Income

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

Interest Expense

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

Other Income (Expense)

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

Income before Income Taxes

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

Income Taxes

The effective tax rate on Net income was 21.4% for the three months ended March 31, 2025. The effective tax rate on Net income was 23.2% for the three months ended March 31, 2024.

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

For the three months ended March 31, 2024, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of share-based payments offset by the unfavorable impact of discrete items.

Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two will ultimately apply to the Company. The OECD has issued numerous guidance documents attempting to change how Pillar Tax operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future. The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2025 and future periods.

Net Income Attributable to Aon Shareholders

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

Non-GAAP Metrics

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

Organic Revenue Growth

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

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


	Three Months Ended March 31,
	2025		2024		% Change		Less: Currency Impact (1)		Less: Fiduciary Investment Income (2)		Less: Acquisitions, Divestitures & Other		Organic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions	$	2,002	$	1,808	11	%	(2)	%	—	%	8	%	5	%
Reinsurance Solutions	1,189		1,167		2		(1)		(1)		—		4
Human Capital Revenue:
Health Solutions	1,026		733		40		(3)		—		38		5
Wealth Solutions	519		370		40		(1)		—		33		8
Eliminations	(7)		(8)		N/A		N/A		N/A		N/A		N/A
Total revenue	$	4,729	$	4,070	16	%	(2)	%	—	%	13	%	5	%

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

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

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

Adjusted Operating Margin

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

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


	Three Months Ended March 31,
	Risk Capital						Human Capital						Corporate/Eliminations (1)				Total Consolidated
(millions, except percentages)	2025			2024			2025			2024			2025		2024		2025			2024
Revenue	$	3,191		$	2,975		$	1,545		$	1,103		$	(7)	$	(8)	$	4,729		$	4,070

Operating income	$	1,197		$	1,185		$	403		$	387		$	(139)	$	(107)	$	1,461		$	1,465
Amortization and impairment of intangible assets	84			12			115			4			—		—		199			16
Change in the fair value of contingent consideration	6			—			11			—			—		—		17			—
Accelerating Aon United Program expenses (2)	19			44			4			11			87		64		110			119

Transaction and integration costs (3)(4)	11			—			12			—			6		15		29			15
Adjusted operating income	$	1,317		$	1,241		$	545		$	402		$	(46)	$	(28)	$	1,816		$	1,615
Operating margin	37.5		%	39.8		%	26.1		%	35.1		%					30.9		%	36.0		%
Adjusted operating margin	41.3		%	41.7		%	35.3		%	36.4		%					38.4		%	39.7		%

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

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

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

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

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

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

Adjusted Diluted Earnings per Share

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

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


	Three Months Ended March 31, 2025
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	1,461		$	355	$	1,816
Interest income	5			—		5
Interest expense	(206)			—		(206)
Other income (expense) (1)	(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		%


	Three Months Ended March 31, 2024
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	1,465		$	150	$	1,615
Interest income	28			—		28
Interest expense	(144)			—		(144)
Other income (expense) (1)	75			(82)		(7)
Income before income taxes	1,424			68		1,492
Income tax expense (2)	331			6		337


Net income	1,093			62		1,155
Less: Net income attributable to noncontrolling interests	22			—		22
Net income attributable to Aon shareholders	$	1,071		$	62	$	1,133

Diluted net income per share attributable to Aon shareholders	$	5.35		$	0.31	$	5.66




Weighted average ordinary shares outstanding - diluted	200.1			—		200.1
Effective tax rates (2)	23.2		%			22.6		%

(1)During the three months ended March 31, 2025 and 2024, a $20 million and $82 million gain was recognized, respectively, related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior year period .

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

Free Cash Flow

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


	Three Months Ended March 31,
	2025		2024
Cash provided by operating activities	$	140	$	309
Capital expenditures	(56)		(48)
Free cash flow	$	84	$	261

Impact of Foreign Currency Exchange Rate Fluctuations

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

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

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

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

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

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

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

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

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

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


	Statement of Financial Position Classification
Asset Type	Cash and Cash Equivalents		Short-term Investments		Fiduciary Assets		Total
Certificates of deposit, bank deposits, or time deposits	$	964	$	—	$	4,100	$	5,064
Money market funds	—		366		2,962		3,328
Cash, Short-term investments, and funds held on behalf of clients	964		366		7,062		8,392
Fiduciary receivables	—		—		10,704		10,704
Total	$	964	$	366	$	17,766	$	19,096

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


	Three Months Ended March 31,
	2025		2024
Cash provided by operating activities	$	140	$	309
Cash used for investing activities	(292)		(4,961)
Cash provided by (used for) financing activities	(349)		5,261

Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	196		(146)
Net increase (decrease) in cash and cash equivalents and funds held on behalf of clients	$	(305)	$	463

Operating Activities

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

Pension Contributions

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

Accelerating Aon United Program Expenses

In the third quarter of 2023, we initiated the Accelerating Aon United Program with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing the real estate footprint to align to our hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology costs.

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

•Technology and other – includes costs associated with actions taken to rationalize certain applications and to optimize technology across the Company. These costs may include contract termination fees and other non-capitalizable costs associated with Program initiatives, which include professional service fees.

•Workforce optimization – includes costs associated with headcount reduction and other separation-related costs.

The changes in the Company’s liabilities for the Program as of March 31, 2025 are as follows (in millions):


	Technology and other		Workforce optimization		Asset impairments		Total
Liability Balance as of December 31, 2024	$	17	$	97	$	—	$	114
Charges	56		51		3		110
Cash payments	(45)		(52)		—		(97)
Foreign currency translation and other	—		—		—		—
Non-cash charges (1)	(2)		(14)		(3)		(19)
Liability balance as of March 31, 2025	$	26	$	82	$	—	$	108
Total costs incurred from inception to date	$	196	$	351	$	87	$	634

(1)During the three months ended March 31, 2025, the Company recognized $2 million of accelerated ROU asset amortization or impairments due to the Company’s decision to exit certain leased properties as a result of the Program. The amounts are presented in Technology and other, where the corresponding liability is reflected within Other current liabilities and Non-current operating lease liabilities, which will ultimately be settled in cash.

The Program is currently expected to result in cumulative costs of $1.0 billion, consisting of approximately $0.9 billion of cash charges and approximately $0.1 billion of non-cash charges. Over the life of the program, our Risk Capital segment is expected to incur approximately $200 million of charges, while our Human Capital segment is expected to incur approximately $50 million of charges, with the remaining charges relating to corporate expenses. The Program is estimated to generate annualized expense savings of approximately $350 million by the end of 2026, largely benefiting Compensation and benefits, Information technology, and Premises on the Condensed Consolidated Statements of Income. For the three months ended March 31, 2025, total Program costs incurred were $110 million. The Company expects to continue to review the implementation of elements of the Program throughout the course of the Program and, therefore, there may be changes to expected timing, estimates of expected costs and related savings. The Company realized an additional $40 million of expense savings in the first three months of 2025 from Program actions, the majority of which were recognized within Compensation and benefits on the Condensed Consolidated Statements of Income.

Investing Activities

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

Short-term Investments

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

Acquisitions and Dispositions of Businesses

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

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

Capital Expenditures

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

Financing Activities

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

Share Repurchase Program

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

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


	Three Months Ended March 31,
	2025		2024
Shares repurchased	0.6		0.8
Average price per share	$	393.67	$	310.56

Repurchase costs recorded to accumulated deficit	$	250	$	250

At March 31, 2025, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $2.1 billion. Under the Repurchase Program, the Company has repurchased a total of 172.8 million shares for an aggregate cost of approximately $25.4 billion. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

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


	Three Months Ended March 31,
	2025		2024
Total issuances (1)	$	1,149	$	948
Total repayments	(555)		(1,539)
Net issuances (repayments)	$	594	$	(591)

8.205% Junior Subordinated Notes due January 20274.50% Senior Notes due December 20283.75% Senior Notes due May 20292.80% Senior Notes due May 20306.25% Senior Notes due September 2040

All guarantees of Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc of the Aon Corporation Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with

all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Corporation. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

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


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

All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Global Limited. There are no subsidiaries other than those listed above that guarantee the Aon Global Limited Notes.

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


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

All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc. Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon North America, Inc. There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc. Notes.

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


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

All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. There are no subsidiaries other than those listed above that guarantee the Co-Issued Notes.

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

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


	Obligor Group
	Summarized Statement of Income Information
		Three Months Ended
(millions)		March 31, 2025
Revenue		$	—
Operating loss		$	(26)
Income from non-guarantor subsidiaries before income taxes		$	(80)
Net loss		$	(253)
Net loss attributable to Aon shareholders		$	(253)


	Obligor Group
	Summarized Statement of Financial Position Information
		As of		As of
(millions)		March 31, 2025		December 31, 2024
Receivables due from non-guarantor subsidiaries		$	4,061	$	9,611
Other current assets		207		77
Total current assets		$	4,268	$	9,688

Non-current receivables due from non-guarantor subsidiaries		$	10,772	$	10,768
Other non-current assets		1,449		1,393
Total non-current assets		$	12,221	$	12,161

Payables to non-guarantor subsidiaries		$	8,510	$	7,628
Other current liabilities		4,574		3,309
Total current liabilities		$	13,084	$	10,937

Non-current payables to non-guarantor subsidiaries		$	9,807	$	9,801
Other non-current liabilities		17,650		17,668
Total non-current liabilities		$	27,457	$	27,469

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

NEW ACCOUNTING PRONOUNCEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to potential fluctuations in earnings, cash flows, and the fair values of certain of our assets and liabilities due to changes in interest rates and foreign exchange rates. To manage the risk from these exposures, we enter into a variety of derivative instruments. We do not enter into derivatives or financial instruments for trading or speculative purposes.

The following discussion describes our specific exposures and the strategies we use to manage these risks. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our accounting policies for financial instruments and derivatives.

Foreign Exchange Risk

We are subject to foreign exchange rate risk. Our primary exposures include exchange rates between the U.S. dollar and the euro, the British pound, the Canadian dollar, the Australian dollar, the Indian rupee, and the Japanese yen. We use over-the-counter options and forward contracts to reduce the impact of foreign currency risk to our financial statements.

Additionally, some of our non-U.S. subsidiaries receive revenue in currencies that differ from their functional currencies. Most significantly, our U.K. subsidiaries earn a portion of their revenue in U.S. dollars, euro, and Japanese yen, but most of their expenses are incurred in British pounds. At March 31, 2025, we have hedged approximately 45% of our U.K. subsidiaries’ expected exposures to transactions denominated in U.S. dollar, euro, and Japanese yen for the years ending December 31, 2025 and 2026, respectively. We generally do not hedge exposures beyond two years.

We also use forward and option contracts to economically hedge foreign exchange risk associated with monetary balance sheet exposures, such as intercompany notes and current assets and liabilities that are denominated in a non-functional currency and are subject to remeasurement.

The translated value of revenues and expenses from our international brokerage operations are subject to fluctuations in foreign exchange rates. A strengthening U.S. dollar has an adverse impact on our Net income attributable to shareholders, which are reported in U.S. dollars in our Condensed Consolidated Financial Statements. If we were to hypothetically translate prior year results at current quarter exchange rates, diluted earnings per share would have an unfavorable $0.13 comparable impact during the three months ended March 31, 2025. Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable $0.14 comparable impact during the three months ended March 31, 2025 if we were to hypothetically translate prior year results at current quarter exchange rates.

Interest Rate Risk

Our fiduciary investment income is affected by changes in international and domestic short-term interest rates. We monitor our net exposure to short-term interest rates and, as appropriate, hedge our exposure with various derivative financial instruments. This activity primarily relates to brokerage funds held on behalf of clients in the U.S. and in continental Europe. A decrease in global short-term interest rates adversely affects our fiduciary investment income.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level such that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Part II Other Information

Item 1. Legal Proceedings

See Note 15 “Claims, Lawsuits, and Other Contingencies” to our Financial Statements contained in Part I, Item 1 of this report, which is incorporated by reference herein.

Item 1A. Risk Factors

The risk factors set forth in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 reflect certain risks associated with existing and potential lines of business and contain “forward-looking statements” as discussed in “Information Concerning Forward-Looking Statements” elsewhere in this report. Readers should consider them in addition to the other information contained in this report as our business, financial condition or results of operations could be adversely affected if any of these risks actually occur.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following information relates to the purchase of equity securities by Aon or any affiliated purchaser during each month within the first quarter of 2025:


Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2)
1/1/25 - 1/31/25	—	$	—	—	$	2,317,269,118
2/1/25 - 2/28/25	260,963	$	388.88	260,963	$	2,215,784,841
3/1/25 - 3/31/25	374,079	$	397.02	374,079	$	2,067,269,330
	635,042	$	393.67	635,042	$	2,067,269,330

(1)Does not include commissions paid to repurchase shares.

(2)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.

Unregistered Sales of Equity Securities

We did not make any unregistered sales of equity in the first quarter of 2025.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Item 6. Exhibits

Exhibits — The exhibits filed with this report are listed on the attached Exhibit Index.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Aon plc
	(Registrant)

April 25, 2025	By:	/s/ Michael Neller
	Michael Neller
	SENIOR VICE PRESIDENT, GLOBAL CONTROLLER
	AND CHIEF ACCOUNTING OFFICER
	(Principal Accounting Officer and duly authorized officer of Registrant)

Exhibit Index


Exhibit Number						Description of Exhibit
2.1						Agreement and Plan of Merger, by and among Aon plc, Randolph Acquisition Corp., Randolph Merger Sub LLC, NFP Intermediate Holdings A. Corp and NFP Parent Co, LLC, dated as of December 19, 2023 (incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed with the SEC on December 20, 2023).
3.1						Memorandum and Articles of Association of Aon plc (Incorporated by reference to Exhibit 3.1 to Aon’s Current Report on Form 8-K filed with the SEC on June 4, 2021).
10.1						Amendment to Employment Agreement, dated March 14, 2025, among Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed March 17, 2025.
22.1*						Subsidiary Guarantors and Issuers of Guaranteed Securities.
31.1*						Certification of CEO.
31.2*						Certification of CFO.
32.1**						Certification of CEO Pursuant to section 1350 of Title 18 of the United States Code.
32.2**						Certification of CFO Pursuant to section 1350 of Title 18 of the United States Code.
101*						Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:
						101.SCH XBRL Taxonomy Extension Schema Document
						101.CAL XBRL Taxonomy Calculation Linkbase Document
						101.DEF XBRL Taxonomy Definition Linkbase Document
						101.PRE XBRL Taxonomy Presentation Linkbase Document
						101.LAB XBRL Taxonomy Calculation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith

Aon plc - Quarter Report: 2025 March (Form 10-Q)

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