Aon plc · 10-Q · Item 2 MD&A

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

EXECUTIVE SUMMARY OF SECOND-QUARTER 2026 FINANCIAL RESULTS

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

Financial Results

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

•Revenue increased $91 million, or 2%, reflecting 5% organic revenue growth and a 1% favorable impact from foreign currency translation, partially offset by a 4% unfavorable impact primarily from divestitures largely due to the divestitures of the NFP Wealth business and Stroz Friedberg. For the first six months of 2026, revenue increased $396 million, or 4%, compared to the prior-year period reflecting 5% organic revenue growth and a 3% favorable impact from foreign currency translation partially offset by a 4% unfavorable impact primarily from the divestitures previously described.

◦Risk Capital revenue increased $140 million, or 5%, compared to the prior-year period. For the first six months of 2026, Risk Capital revenue increased $451 million, or 7%, compared to the prior-year period; and

◦Human Capital revenue decreased $47 million, or 4%, compared to the prior-year period. For the first six months of 2026, Human Capital revenue decreased $53 million, or 2%, compared to the prior-year period.

•Operating expenses increased $35 million, or 1%, compared to the prior-year period due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as an unfavorable impact from foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business, $25 million of net restructuring savings and lower compensation expense. For the first six months of 2026, operating expenses increased $86 million, or 1%, compared to the prior-year period due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, partially offset by lower expenses associated with the sale of the NFP Wealth business and $50 million of net restructuring savings.

◦Risk Capital operating expenses increased $88 million, or 4%, compared to the prior-year period. For the first six months of 2026, Risk Capital operating expenses increased $214 million, or 5%, to $4.2 billion compared to the prior-year period; and

◦Human Capital operating expenses decreased $97 million, or 8%, compared to the prior-year period. For the first six months of 2026, Human Capital operating expenses decreased $143 million, or 6%, to $2.2 billion compared to the prior-year period.

•T1Operating margin increased to 21.5% from 20.7% in the prior-year period, driven by organic revenue growth of 5% and $25 million of net restructuring savings, partially offset by an increase in operating expenses as previously described. For the first six months of 2026, operating margin increased to 28.3% from 26.1% in the prior-year period, driven primarily by organic revenue growth of 5% and $50 million of net restructuring savings, partially offset by an increase in operating expenses as previously described.

◦Risk Capital operating margin increased to 30.5% from 30.1%, compared to the prior-year period. For the first six months of 2026, Risk Capital operating margin increased to 35.3% from 34.0% compared to the prior-year period.

◦Human Capital operating margin increased to 13.4% from 9.1% compared to the prior-year period. For the first six months of 2026, Human Capital operating margin increased to 21.9% from 18.3% compared to the prior-year period.

•Net income decreased $29 million, or 5%, compared to the prior-year period, due to the factors set forth above and a $73 million decrease in Other income (expense), as described in the Review of Consolidated Results. For the first six months of 2026, Net income increased $228 million, or 14%, compared to the prior-year period, due to the factors set forth above and a $96 million increase in Income tax expense, as described in the Review of Consolidated Results.

•Diluted earnings per share was $2.58 compared to $2.66 per share for the prior-year period. For the first six months of 2026, Diluted earnings per share was $8.22 compared to $7.10 per share for the prior-year period.

•Cash flows provided by operating activities were $986 million for the first six months of 2026, an increase of $50 million, or 5%, from the prior-year period, as strong adjusted operating income growth offset the cash tax payment related to the sale of NFP Wealth and impact of working capital.

We focus on four key metrics that are not presented in accordance with U.S. GAAP that we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, the most directly comparable U.S. GAAP measures and our Condensed Consolidated Financial Statements. The following is our measure of performance against these four metrics for the second quarter of 2026:

•Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — T2Organic Revenue Growth,” was 5% for the second quarter of 2026 and 5% for the first six months of 2026, driven by net new business and ongoing strong retention.

•Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 28.9% for the second quarter of 2026 compared to 28.2% in the prior-year period. The increase in adjusted operating margin reflects 5% organic revenue growth and $25 million of net restructuring savings, partially offset by increased expenses associated with 5% organic revenue growth and investments in long-term growth. For the first six months of 2026, adjusted operating margin was 34.4% compared to 33.6% for the prior-year period. The increase primarily reflects 5% organic revenue growth and $50 million of net restructuring savings.

◦Risk Capital adjusted operating margin increased to 34.2% compared to 34.1% in the prior-year period. For the first six months of 2026, Risk Capital adjusted operating margin increased to 38.4% compared to 37.9% in the prior-year period.

◦Human Capital adjusted operating margin increased to 21.5% compared to 19.1% in the prior-year period. For the first six months of 2026, Human Capital adjusted operating margin increased to 28.6% compared to 27.9% in the prior-year period.

•Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $3.81 per share for the second quarter of 2026, compared to $3.49 per share for the prior-year period. For the first six months of 2026, adjusted diluted earnings per share was $10.29 per share, compared to $9.17 per share for the prior-year period.

•T3Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $846 million in the first six months of 2026, an increase of $30 million, or 4%, from the prior-year period, as the $50 million increase in cash flows from operations, primarily driven by strong operating income growth, which more than offset the cash tax payment related to NFP Wealth, impact of working capital and a $20 million increase in capital expenditures.

REVIEW OF CONSOLIDATED RESULTS

Summary of Results

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

Three Months Ended June 30,

Six Months Ended June 30,

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

5

—

5

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

$

$

$

$

Diluted net income per share attributable to Aon shareholders

$

$

$

$

Weighted average ordinary shares outstanding - diluted

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

Three Months Ended June 30,

Risk Capital

Human Capital

Corporate/Eliminations (1)

Total Consolidated

Revenue

Total revenue

$

$

$

$

$

(4)

$

(2)

$

$

Expenses

Compensation and benefits

Information technology

5

3

Premises

1

1

Other expenses (2)

Total operating expenses

Operating income

$

$

$

$

$

$

$

$

Operating margin

%

%

%

%

%

%

Six Months Ended June 30,

Risk Capital

Human Capital

Corporate/Eliminations (1)

Total Consolidated

Revenue

Total revenue

$

$

$

$

$

$

(9)

$

$

Expenses

Compensation and benefits

Information technology

7

4

Premises

2

2

Other expenses (2)

Total operating expenses

Operating income

$

$

$

$

$

$

$

$

Operating margin

%

%

%

%

%

%

(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 $91 million, or 2%, in the second quarter of 2026, compared to the prior-year period. The increase reflects 5% organic revenue growth, driven by net new business and ongoing strong retention, and a 1% favorable impact from foreign currency translation, partially offset by a 4% unfavorable impact primarily from divestitures largely due to the sales of the NFP Wealth business and Stroz Friedberg. Risk Capital revenue increased $140 million, or 5%, and Human Capital revenue decreased $47 million, or 4%, in the second quarter of 2026 compared to the prior-year period. For the first six months of 2026, total revenue increased $396 million, or 4%, compared to the prior-year period.

The increase reflects 5% organic revenue growth and a 3% favorable impact from foreign currency translation, partially offset by a 4% unfavorable impact primarily from the divestitures previously described. Risk Capital revenue increased $451 million, or 7%, and Human Capital revenue decreased $53 million, or 2%, for the first six months of 2026 compared to the prior-year period.

Risk Capital

Commercial Risk Solutions revenue increased $117 million, or 5%, in the second quarter of 2026, compared to $2.2 billion in the second quarter of 2025. Organic revenue growth was 5% in the second quarter of 2026, reflecting growth in EMEA and North America, driven by net new business and ongoing strong retention. Net market impact was modestly positive. Within North America, performance was highlighted by strong growth in U.S. core P&C and double-digit growth in construction. For the first six months of 2026, revenue increased $338 million, or 8%, compared to $4.2 billion in the first six months of 2025. Organic revenue growth was 6% in the first six months of 2026, reflecting strong growth in North America and EMEA.

Market impact was slightly positive in the first half of the year. Performance in North America was highlighted by strong growth in core P&C and double-digit growth in construction and M&A services relative to the prior-year period.

Reinsurance Solutions revenue increased $23 million, or 3%, in the second quarter of 2026, compared to $688 million in the second quarter of 2025. Organic revenue growth was 5% in the second quarter of 2026, reflecting growth in treaty placements, driven by net new business and strong retention, and double-digit increases in facultative placements and our Strategy and Technology Group. Net market impact was unfavorable in the quarter. For the first six months of 2026, revenue increased $113 million, or 6%, compared to $1.9 billion in the first six months of 2025. Organic revenue growth was 4% in the first six months of 2026, reflecting growth in treaty placements, driven by net new business and strong retention, and double-digit increases in facultative placements and our Strategy and Technology Group. Market impact had an unfavorable impact in the first half of the year.

Human Capital

Health Solutions revenue increased $46 million, or 6%, in the second quarter of 2026, compared to the second quarter of 2025. Organic revenue growth was 5% in the second quarter of 2026, reflecting strong growth in core health and benefits, including particular strength internationally, driven by net new business and ongoing strong retention, as well as growth in Talent Solutions driven by strong growth in talent analytics. Net market impact was slightly negative. For the first six months of 2026, revenue increased $139 million, or 8%, compared to $1.8 billion in the first six months of 2025. Organic revenue growth

was 5% in the first six months of 2026, reflecting strong growth in core health and benefits, including strength internationally, driven by net new business and ongoing strong retention.

Wealth Solutions revenue decreased $93 million, or 18%, in the second quarter of 2026, compared to $519 million in the second quarter of 2025 due primarily to the sale of the NFP Wealth business in the fourth quarter of 2025. Organic revenue growth was 5% in the second quarter of 2026, reflecting strong growth in Retirement, driven by continued demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change. For the first six months of 2026, revenue decreased $192 million, or 18%, compared to $1.0 billion in the first six months of 2025. The decrease was primarily driven by the unfavorable impact of divestitures, largely due to the sale of the NFP Wealth business, partially offset by 3% organic revenue growth. Organic revenue growth reflected strength in Retirement, driven by continued demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change.

Compensation and Benefits

Compensation and benefits expense decreased $89 million, or 4%, in the second quarter of 2026 compared to the prior-year period due primarily to lower expenses from the sale of the NFP Wealth business and savings from Accelerating Aon United restructuring actions, partially offset by the unfavorable impact of foreign currency translation and expenses associated with 5% organic revenue growth and investments in long-term growth. For the first six months of 2026, compensation and benefits increased $55 million, or 1%, compared to the first six months of 2025. The increase was primarily driven by expense associated with 5% organic revenue growth and investments in long-term growth, as well as an unfavorable impact from foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business and savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology, which represents costs associated with supporting and maintaining our infrastructure, T4increased $26 million, or 19%, in the second quarter of 2026 compared to the prior-year period, due primarily to Aon Business Services investments in ongoing technology initiatives. For the first six months of 2026, information technology increased $34 million, or 13%, compared to the first six months of 2025. The increase was driven by Aon Business Services investments in ongoing technology initiatives.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, was flat in the second quarter of 2026 compared to the prior-year period, as we continued to optimize our real estate footprint and recognize savings from Accelerating Aon United restructuring actions. For the first six months of 2026, premises decreased $1 million, or 1%, compared to the first six months of 2025. The decrease was due primarily to efforts to optimize our real estate footprint and savings from Accelerating Aon United restructuring actions.

Depreciation of Fixed Assets

Depreciation of fixed assets primarily relates to software, leasehold improvements, furniture, fixtures, and equipment, computer equipment, buildings, and vehicles. Depreciation of fixed assets increased $2 million, or 4%, in the second quarter of 2026 compared to the prior-year period. For the first six months of 2026, depreciation of fixed assets increased $2 million, or 2%, compared to the first six months of 2025.

Amortization and Impairment of Intangible Assets

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based, technology, and tradename assets. Amortization and impairment of intangible assets decreased $27 million to $174 million in the second quarter of 2026 compared to the prior-year period, due primarily to the decrease in intangible assets associated with the sale of the NFP Wealth business. For the first six months of 2026, amortization and impairment of intangible assets decreased $74 million to $326 million, compared to the first six months of 2025. The decrease was due primarily to the decrease in intangible assets associated with the sale of the NFP Wealth business.

Other General Expense

Other general expenses increased $121 million, or 32%, in the second quarter of 2026 due primarily to non-recurring gains including sales of portfolios in the prior-year period, partially offset by lower expenses associated with the sale of the NFP Wealth business. For the first six months of 2026, other general expenses increased $86 million, or 11%, compared to the first six months of 2025. The increase was due primarily to the absence of non-recurring gains including sales of portfolios in the prior-year period, partially offset by lower expenses associated with the sale of the NFP Wealth business.

Accelerating Aon United Program Expenses

T5Accelerating Aon United Program expenses increased $2 million, or 2%, in the second quarter of 2026 due primarily to costs related to workforce optimization. For the first six months of 2026, Accelerating Aon United Program expense decreased $16 million, or 8%, due primarily to costs related to workforce optimization.

Total Operating Expenses and Operating Income

Total operating expenses increased $35 million, or 1%, in the second quarter of 2026 due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as an unfavorable impact from foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business, $25 million of net restructuring savings and lower compensation expense. Due to the factors set forth above, total operating income increased $56 million to $915 million in the second quarter of 2026. For the first six months of 2026, total operating expenses increased $86 million, or 1%, due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, partially offset by lower expenses associated with the sale of the NFP Wealth business and $50 million of net restructuring savings. Due to the factors set forth above, total operating income increased $310 million to $2.6 billion for the first six months of 2026.

Risk Capital

Total operating expenses increased $88 million, or 4%, in the second quarter of 2026. The increase was primarily due to an increase in other expenses associated with 5% organic revenue growth in both Commercial Risk Solutions and Reinsurance Solutions and non-recurring gains, including sales of portfolios in the prior-year period. Due to the factors set forth above, Risk Capital operating income increased $52 million, or 6%, in the second quarter of 2026. For the first six months of 2026, Risk Capital total operating expenses increased $214 million, or 5%. The increase was primarily due to an increase in compensation and benefits and in other expenses. The increase in compensation and benefits was due to an increase in expense associated with 6% and 4% organic revenue growth in Commercial Risk Solutions and Reinsurance Solutions, respectively, partially offset by restructuring savings.

The increase in other expenses was primarily due to the absence of non-recurring gains, including sales of portfolios in the prior-year period. Due to the factors set forth above, Risk Capital operating income increased $237 million, or 11%, for the first six months of 2026.

Human Capital

Total operating expenses decreased $97 million, or 8%, in the second quarter of 2026. The decrease was primarily due to a decrease in compensation and benefits and other expenses. The decrease in compensation and benefits was due to lower expenses associated with the sale of the NFP Wealth business, partially offset by an increase in expense associated with 5% organic revenue growth in both Health Solutions and Wealth Solutions. The decrease in other expenses was primarily due to lower amortization and impairment of intangible assets associated with the sale of the NFP Wealth business. Due to the factors set forth above, Human Capital operating income increased $50 million, or 43%, in the second quarter of 2026.

For the first six months of 2026, Human Capital total operating expenses decreased $143 million, or 6%. The decrease was primarily due to a decrease in both compensation and benefits and other expenses. The decrease in compensation and benefits was due to lower expenses associated with the sale of the NFP Wealth business, partially offset by an increase in expense associated with 5% and 3% organic revenue growth in Health Solutions and Wealth Solutions, respectively. The decrease in other expenses was primarily due to lower amortization and impairment of intangible assets associated with the sale of the NFP Wealth business. Due to the factors set forth above, Human Capital operating income increased $90 million, or 17%, for the first six months of 2026.

Interest Income

Interest income represents income earned, net of expense, on operating cash balances and other income-producing investments. Interest income does not include interest earned on funds held on behalf of clients. During the second quarter of 2026, interest income increased $5 million to $5 million compared to the prior-year period and for the first six months of 2026, interest income increased $12 million to $17 million compared to the prior-year period, both primarily reflecting higher cash balances due to the sale of the NFP Wealth business.

Interest Expense

Interest expense, which represents the cost of our debt obligations, decreased $33 million to $179 million during the second quarter of 2026 compared to the prior-year period. For the first six months of 2026, interest expense decreased $60 million to $358 million compared to the prior-year period. The decrease in both periods was driven primarily by lower total debt.

Other Income (Expense)

Other expense was $17 million for the second quarter of 2026 compared to other income of $56 million for the second quarter of 2025. The decrease was primarily due to the absence of deferred consideration recognized in the prior-year period related to the 2017 sale of our outsourcing business. For the first six months of 2026, other expense was $12 million compared to other income of $46 million for the first six months of 2025. The decrease was primarily due to the absence of deferred consideration recognized in the prior-year period related to the 2017 sale of our outsourcing business, partially offset by the favorable impact of foreign currency remeasurement of assets and liabilities in non-functional currencies and gain from the sale of the NFP Wealth business.

Income before Income Taxes

Income before income taxes for the second quarter of 2026 was $724 million, a 3% increase from $703 million compared to the prior-year period. For the first six months of 2026, income before income taxes was $2.3 billion, a 17% increase from $2.0 billion for the first six months of 2025.

Income Taxes

The effective tax rate on net income was 22.0% and 20.8% for the three and six months ended June 30, 2026, respectively. The effective tax rate on net income was 15.5% and 19.3% for the three and six months ended June 30, 2025, respectively.

For the three months ended June 30, 2026, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and an unfavorable impact from discrete items. For the six months ended June 30, 2026, the year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of a capital loss offset by the unfavorable impact of other discrete items.

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

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

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders for the second quarter of 2026 decreased to $551 million, or $2.58 per diluted share, from $579 million, or $2.66 per diluted share, in the prior-year period. Net income attributable to Aon shareholders for the first six months of 2026 increased to $1.8 billion, or $8.22 per diluted share, from $1.5 billion, or $7.10 per diluted share, in the prior-year period.

Non-GAAP Metrics

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

Organic Revenue Growth

We use supplemental information related to organic revenue growth to help us and our investors evaluate business growth from ongoing operations. Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior-year period), divestitures (including held for sale disposal groups, which are adjusted from organic revenue growth upon classification as held for sale, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.

This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, Total revenue in our Condensed Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments. A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages):

Three Months Ended June 30,

% Change

Less: Currency Impact (1)

Less: Fiduciary Investment Income (2)

Less: Acquisitions, Divestitures & Other

Organic Revenue Growth (3)

Risk Capital Revenue:

Commercial Risk Solutions

$

$

5

%

1

%

—

%

(1)

%

5

%

Reinsurance Solutions

3

—

—

(2)

5

Human Capital Revenue:

Health Solutions

6

1

—

—

5

Wealth Solutions

1

—

5

Eliminations

(4)

(2)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

$

2

%

1

%

—

%

(4)

%

5

%

Six Months Ended June 30,

% Change

Less: Currency Impact (1)

Less: Fiduciary Investment Income (2)

Less: Acquisitions, Divestitures & Other

Organic Revenue Growth (3)

Risk Capital Revenue:

Commercial Risk Solutions

$

$

8

%

3

%

—

%

(1)

%

6

%

Reinsurance Solutions

6

2

—

—

4

Human Capital Revenue:

Health Solutions

8

3

—

—

5

Wealth Solutions

2

—

3

Eliminations

(9)

N/A

N/A

N/A

N/A

N/A

Total revenue

$

$

4

%

3

%

—

%

(4)

%

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 June 30, 2026 and 2025 was $58 million and $66 million, respectively. Fiduciary investment income for the six months ended June 30, 2026 and 2025 was $113 million and $133 million, respectively.

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

Adjusted Operating Margin

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

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

Three Months Ended June 30,

Risk Capital

Human Capital

Corporate/Eliminations (1)

Total Consolidated

(millions, except percentages)

Revenue

$

$

$

$

$

(4)

$

(2)

$

$

Operating income

$

$

$

$

$

$

$

$

Amortization and impairment of intangible assets

—

—

Change in the fair value of contingent consideration

3

(9)

6

(1)

—

—

9

Accelerating Aon United Program expenses (2)

(1)

6

Integration costs (3)

7

3

9

Adjusted operating income

$

$

$

$

$

$

$

$

Operating margin

%

%

%

%

%

%

Adjusted operating margin

%

%

%

%

%

%

Six Months Ended June 30,

Risk Capital

Human Capital

Corporate/Eliminations (1)

Total Consolidated

(millions, except percentages)

Revenue

$

$

$

$

$

$

(9)

$

$

Operating income

$

$

$

$

$

$

$

$

Amortization and impairment of intangible assets

—

—

Change in the fair value of contingent consideration

(2)

(3)

6

—

—

4

7

Accelerating Aon United Program expenses (2)

4

Integration costs (3)

8

Adjusted operating income

$

$

$

$

$

$

$

$

Operating margin

%

%

%

%

%

%

Adjusted operating margin

%

%

%

%

%

%

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

(2)Total Accelerating Aon United Program expenses include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation.

(3)The NFP transaction has continued to result in certain non-recurring integration costs associated with colleague severance, retention bonus awards, termination of redundant third-party agreements, costs associated with legal entity rationalization, and professional or consulting fees related to alignment of management processes and controls, as well as costs associated with the assessment of NFP information technology environment and security protocols. Integration costs related to the NFP acquisition were substantially completed at June 30, 2026.

Risk Capital adjusted operating income increased $52 million, or 5%, in the second quarter of 2026. The increase was primarily due to organic revenue growth of 5% in both Commercial Risk Solutions and Reinsurance Solutions, partially offset by increased expenses and investments in long-term growth. Human Capital adjusted operating income increased $22 million, or 9%, in the second quarter of 2026. The increase was primarily due to organic revenue growth of 5% in both Health Solutions and Wealth Solutions, partially offset by the sale of the NFP Wealth business and increased expenses and investments in long-term growth. For the first six months of 2026, Risk Capital adjusted operating income increased $205 million, or 9%.

The increase was primarily due to organic revenue growth of 6% in Commercial Risk Solutions and 4% in Reinsurance Solutions, partially offset by increased expenses and investments in long-term growth. Human Capital adjusted operating income increased $6 million, or 1%, for the first six months of 2026. The increase was primarily due to organic revenue growth of 5% in Health Solutions and 3% in Wealth Solutions, partially offset by the sale of the NFP Wealth business and increased expenses and investments in long-term growth.

Adjusted Diluted Earnings per Share

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

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

U.S. GAAP

Adjustments

Non-GAAP Adjusted

Operating income

$

$

$

Interest income

5

—

5

Interest expense

—

Other income (expense)

—

Income before income taxes

Income tax expense (1)

Net income

Less: Net income attributable to noncontrolling interests

—

Net income attributable to Aon shareholders

$

$

$

Diluted net income per share attributable to Aon shareholders

$

$

$

Weighted average ordinary shares outstanding - diluted

—

Effective tax rates (1)

%

%

U.S. GAAP

Adjustments

Non-GAAP Adjusted

Operating income

$

$

$

Interest income

—

—

—

Interest expense

—

Other income (expense) (2)

Income before income taxes

Income tax expense (1)

Net income

Less: Net income attributable to noncontrolling interests

—

Net income attributable to Aon shareholders

$

$

$

Diluted net income per share attributable to Aon shareholders

$

$

$

Weighted average ordinary shares outstanding - diluted

—

Effective tax rates (1)

%

%

U.S. GAAP

Adjustments

Non-GAAP Adjusted

Operating income

$

$

$

Interest income

—

Interest expense

—

Other income (expense) (2)

Income before income taxes

Income tax expense (1)

Net income

Less: Net income attributable to noncontrolling interests

—

Net income attributable to Aon shareholders

$

$

$

Diluted net income per share attributable to Aon shareholders

$

$

$

Weighted average ordinary shares outstanding - diluted

—

Effective tax rates (1)

%

%

U.S. GAAP

Adjustments

Non-GAAP Adjusted

Operating income

$

$

$

Interest income

5

—

5

Interest expense

—

Other income (expense) (2)

Income before income taxes

Income tax expense (1)

Net income

Less: Net income attributable to noncontrolling interests

—

Net income attributable to Aon shareholders

$

$

$

Diluted net income per share attributable to Aon shareholders

$

$

$

Weighted average ordinary shares outstanding - diluted

—

Effective tax rates (1)

%

%

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

(2)During the six months ended June 30, 2026, Aon recognized a $20 million gain related to the prior-year sale of a significant majority of NFP's Wealth business, all of which was recognized in the first quarter of 2026. During the three and six months ended June 30, 2025, gains of $88 million and $108 million were recognized, respectively. These gains related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior-year period and were excluded from Adjusted other income (expense).

Free Cash Flow

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

Six Months Ended June 30,

Cash provided by operating activities

$

$

Capital expenditures

Free cash flow

$

$

Impact of Foreign Currency Exchange Rate Fluctuations

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

Currency fluctuations had a favorable impact of $0.01 and a favorable impact of $0.36 on net income per diluted share during the three and six months ended June 30, 2026, respectively, if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had no impact and an unfavorable impact of $0.13 on net income per diluted share during the three and six months ended June 30, 2025, respectively, if 2025 results were translated at 2026 rates.

Currency fluctuations had a favorable impact of $0.02 and a favorable impact of $0.38 on adjusted diluted earnings per share during the three and six months ended June 30, 2026, respectively, if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had a favorable $0.01 and an unfavorable impact of $0.13 on adjusted diluted earnings per share during the three and six months ended June 30, 2025, respectively, if 2025 results were translated at 2026 rates. These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Condensed Consolidated Financial Statements.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

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

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

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

capacity. The levels of funds held on behalf of clients and liabilities can fluctuate significantly depending on when we collect the premiums, claims, and refunds, make payments to underwriters and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Funds held on behalf of clients, because of their nature, are generally invested in highly liquid securities with highly rated, credit-worthy financial institutions. Fiduciary assets include funds held on behalf of clients of $8.0 billion and $7.4 billion at June 30, 2026 and December 31, 2025, respectively, and fiduciary receivables of $12.7 billion and $10.5 billion at June 30, 2026 and December 31, 2025, respectively. While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes.

We maintain a multi-currency cash pool with a third-party bank in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero. At June 30, 2026, cash balances of one or more non-U.S. entities may have been negative; however, the overall balance was positive. Entities with a negative cash pool position incur interest expense, while those with a positive position earn interest income. Interest rates are determined by local market conditions and vary by currency. For the period, if interest expense on negative cash pool balances exceeds interest income associated with positive cash pool balances, as well as other income producing assets, the net amount is reported as interest expense for both the quarterly and year-to-date periods.

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of June 30, 2026 (in millions):

Statement of Financial Position Classification

Asset Type

Cash and Cash

Equivalents

Short-term

Investments

Fiduciary

Assets

Total

Certificates of deposit, bank deposits, or time deposits

$

$

—

$

$

Money market funds

—

Cash, Short-term investments, and funds held on behalf of clients

Fiduciary receivables

—

—

Total

$

$

$

$

Cash and cash equivalents and funds held on behalf of clients, including cash and cash equivalents and funds held on behalf of clients classified as held for sale, had a net increase of $490 million for the six months ended June 30, 2026 compared to a net increase of $991 million for the six months ended June 30, 2025. A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):

Six Months Ended June 30,

Cash provided by operating activities

$

$

Cash provided by (used for) investing activities

Cash used for financing activities

Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients

Net increase in cash and cash equivalents and funds held on behalf of clients

$

$

Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2026 was $986 million, an increase of $50 million compared to $936 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 $52 million for the six months ended June 30, 2026, as compared to $54 million for the six months ended June 30, 2025. For the remainder of 2026, we expect to contribute approximately $41 million in cash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.

Accelerating Aon United Program Expenses

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

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

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

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

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

The changes in the Company’s liabilities for the Program as of June 30, 2026 are as follows (in millions):

Technology and other

Workforce optimization

Asset impairments

Total

Liability Balance as of December 31, 2025

$

$

$

—

$

Charges

3

Cash payments

—

Foreign currency translation and other

—

(2)

—

(2)

Non-cash charges (1)

(2)

5

(3)

—

$

$

$

—

$

Total costs incurred from inception to date

$

$

$

$

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

The Program is currently expected to result in cumulative costs of $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. Over the life of the program, our Risk Capital segment is expected to incur approximately $290 million of charges, while our Human Capital segment is expected to incur approximately $70 million of charges, with the remaining charges relating to corporate expenses. The Program is estimated to generate annualized expense savings of approximately $450 million by the end of 2027, largely benefiting Compensation and benefits, Information technology, and Premises on the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2026, total Program costs incurred were $96 million and $188 million, respectively.

In the final quarters of the Program there may be changes to expected timing, estimates of expected costs and related savings. The Company realized an additional $25 million and $50 million of expense savings in the first three and six months of 2026, respectively, from Program actions, resulting in $320 million of cumulative, annualized expense savings since the beginning of the Program, the majority of which were recognized within Compensation and benefits on the Condensed Consolidated Statements of Income.

Investing Activities

Cash flows provided by investing activities were $950 million during the six months ended June 30, 2026, an increase of $1.2 billion compared to $268 million of Cash flows used for investing activities in the prior-year period. Generally, the primary drivers of cash flows used for investing activities are acquisition of businesses, purchases of short-term investments, capital expenditures, and payments for investments. Generally, the primary drivers of cash flows provided by investing activities are sales of businesses, including collection of deferred consideration in connection with prior year business divestitures, sales of short-term investments, and proceeds from investments. The gains and losses corresponding to cash flows provided by proceeds from investments and used for payments for investments are primarily recognized in Other income (expense) in our Condensed Consolidated Statements of Income.

Short-term Investments

Short-term investments decreased $1.4 billion to $205 million at June 30, 2026 compared to December 31, 2025, where the balance as of December 31, 2025 reflected the investment of proceeds from the sale of the NFP Wealth business. The majority of our investments carried at fair value are money market funds. These money market funds are held throughout the world with various financial institutions. We are not aware of any market liquidity issues that would materially impact the fair value of these investments.

Acquisitions and Dispositions of Businesses

Total acquisitions completed by the Company for the three and six months ended June 30, 2026 and 2025 were as follows. Acquisitions that impact multiple segments are categorized by the segment primarily impacted.

Three Months Ended June 30,

Six Months Ended June 30,

Risk Capital

1

1

6

7

Human Capital

2

1

2

2

Total

3

2

8

9

During the first six months of 2026, cash consideration, net of cash and funds held on behalf of clients acquired, was $322 million, $1 million of which relates to prior year acquisitions. During the first six months of 2025, cash consideration, net of cash and funds held on behalf of clients acquired, was $143 million, which relates to acquisitions completed in 2025.

There were no dispositions completed by the Company for the three and six months ended June 30, 2026. The Company completed one disposition within Human Capital in the three and six months ended June 30, 2025. Dispositions that impact multiple segments are categorized by the segment primarily impacted.

There was $21 million of cash received during the first six months of 2026 related to dispositions completed in prior periods, which primarily relates to the disposition of the NFP Wealth business and revisions to the final closing statement. During the first six months of 2025, we completed one disposition within Human Capital for an insignificant cash flow impact. There was a $24 million cash flow impact that related to dispositions in the prior year, including a $20 million gain in the first quarter of 2025 related to the deferred consideration earned for the 2017 sale of the benefits administration and business process outsourcing business.

Capital Expenditures

Our additions to fixed assets including capitalized software, amounted to $140 million and $120 million for the six months ended June 30, 2026 and 2025, respectively, which primarily relate to new build out and the refurbishing of office facilities, software development costs, and computer equipment purchases. In the current period, we continue to support certain technology projects to drive long-term growth and real estate projects, including projects related to our AAU restructuring program.

Financing Activities

Cash flows used for financing activities were $1.3 billion during the six months ended June 30, 2026 compared to $373 million of Cash flows used for financing activities in the prior-year period. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares. Generally, the primary drivers of cash flows used for financing activities are repayments of debt, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, 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. In each of February 2022 and June 2026, authorized repurchases were increased by an additional $7.5 billion, for a total of $35.0 billion in repurchase authorizations.

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

Three Months Ended June 30,

Six Months Ended June 30,

T6Shares repurchased

Average price per share

$

$

$

$

Repurchase costs recorded to Retained Earnings

$

$

$

$

At June 30, 2026, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $7.7 billion. Under the Repurchase Program, the Company has repurchased a total of 178.3 million shares for an aggregate cost of approximately $27.3 billion. For further information regarding the Repurchase Program, see Part II, Item 2 of this report.

Borrowings

Total debt at June 30, 2026 was $15.0 billion, a decrease of $282 million compared to December 31, 2025. Further, commercial paper activity during the six months ended June 30, 2026 and 2025 is as follows (in millions):

Three Months Ended June 30,

Six Months Ended June 30,

Total issuances (1)

$

$

$

$

Total repayments

Net issuances (repayments)

$

$

$

$

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

In May 2026, Aon Corporation and Aon Global Holdings plc’s $600 million 2.850% Senior Notes due May 2027 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes.

In March 2026, Aon North America, Inc.’s $600 million 5.125% Senior Notes due March 2027 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes.

In January 2026, Aon Corporation’s $521 million 8.205% Junior Subordinated Notes due January 2027 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Junior Subordinated Notes.

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

In December 2025, Aon Global Limited’s $750 million 3.875% Senior Notes matured and were repaid in full.

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

Other Liquidity Matters

Distributable Profits

We are required under Irish law to have available “distributable profits” to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g., Retained earnings (Accumulated deficit)). As of June 30, 2026 and December 31, 2025, we had distributable profits in excess of $29.3 billion and $30.1 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.

Revolving Credit Facilities

We expect cash generated by operations for 2026 to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders. Although cash from operations is expected to be sufficient to service these activities, we have the ability to access the commercial paper markets or borrow under our credit facilities to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

As of June 30, 2026, we had two primary committed credit facilities outstanding: a $1.0 billion multi-currency U.S. credit facility expiring in September 2027 and a $1.0 billion multi-currency U.S. credit facility expiring in October 2028. In aggregate, these two facilities provide $2.0 billion in available credit.

Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. We did not have borrowings under either of these primary committed credit facilities as of June 30, 2026 and December 31, 2025, respectively. Additionally, we are in compliance with the financial covenants and all other covenants contained therein during the rolling 12 months ended June 30, 2026 and December 31, 2025, respectively.

Shelf Registration Statement

On July 2, 2026, we filed a shelf registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt securities, preference shares, class A ordinary shares and convertible securities. Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors.

Rating Agency Ratings

The major rating agencies’ ratings of our debt at July 29, 2026 appear in the table below.

Ratings

Senior Long-term Debt

Commercial Paper

Outlook

Standard & Poor’s

A-

A-2

Stable

Moody’s Investor Services

Baa2

P-2

Positive

Fitch, Inc.

BBB+

F-2

Stable

Letters of Credit and Other Guarantees

We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $125 million at June 30, 2026, compared to $124 million at December 31, 2025. These LOCs cover the beneficiaries related to certain of our U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to our own E&O liability insurance program, and secure deductible retentions for our own workers’ compensation program. We also have obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.

We have certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $128 million at June 30, 2026, compared to $196 million at December 31, 2025.

Guarantee of Registered Securities

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

Aon Corporation Notes

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

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

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

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

Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation together comprise the “Obligor group”. The following tables set forth summarized financial information for the Obligor group for the year ended December 31, 2025 and for the period ended June 30, 2026.

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

Obligor Group

Summarized Statement of Income Information

Six Months Ended

(millions)

Revenue

$

—

Operating loss

$

Loss from non-guarantor subsidiaries before income taxes

$

Net loss

$

Net loss attributable to Aon shareholders

$

Obligor Group

Summarized Statement of Financial Position Information

As of

As of

(millions)

Receivables due from non-guarantor subsidiaries

$

$

Other current assets

Total current assets

$

$

Non-current receivables due from non-guarantor subsidiaries

$

$

Other non-current assets

Total non-current assets

$

$

Payables to non-guarantor subsidiaries

$

$

Other current liabilities

Total current liabilities

$

$

Non-current payables to non-guarantor subsidiaries

$

$

Other non-current liabilities

Total non-current liabilities

$

$

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

NEW ACCOUNTING PRONOUNCEMENTS

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