Aon plc (AON)

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.

•Operating 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.

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•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 — Organic 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.

•Free 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.

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REVIEW OF CONSOLIDATED RESULTS

Summary of Results

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

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

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY OF 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 2025 financial results:

•Revenue increased $1.5 billion, or 9%, to $17.2 billion, reflecting 6% organic revenue growth, driven by net new business and ongoing strong retention and acquired revenues from NFP. Risk Capital revenue increased $773 million, or 7%, to $11.3 billion and Human Capital revenue increased $698 million, or 13%, to $5.9 billion in 2025 compared to 2024.

•Operating expenses increased $1.0 billion, or 8%, to $12.8 billion in 2025 due primarily to the inclusion of NFP’s operating expenses and an increase in expenses associated with 6% organic revenue growth, partially offset by $160 million of additional net restructuring savings and lower NFP transaction- and integration-related expense. Risk Capital operating expenses increased $629 million, or 9%, to $7.9 billion and Human Capital operating expenses increased $431 million, or 11%, to $4.5 billion in 2025 compared to 2024.

•Operating margin increased to 25.3% in 2025 from 24.4% in 2024, driven primarily by organic revenue growth of 6% and $160 million of net restructuring savings, partially offset by an increase in operating expenses as previously described, the addition of NFP and lower fiduciary investment income. Risk Capital operating margin decreased to 30.4% in 2025 from 31.3% in 2024 and Human Capital operating margin increased to 23.9% in 2025 from 21.9% in 2024.

•Due to the factors set forth above, as well as the $1.2 billion gain from the disposal of the NFP Wealth business, net income was $3.8 billion in 2025, an increase of $1.0 billion, or 38%, from 2024.

•Diluted earnings per share was $17.02 per share in 2025 compared to $12.49 per share in the prior year period.

•Cash flows provided by operating activities was $3.5 billion in 2025, an increase of $446 million, or 15%, from $3.0 billion in 2024, due primarily to strong adjusted operating income growth and lower NFP-related transaction costs, partially offset by working capital headwinds.

We focus on four key metrics that are not presented in accordance with U.S. GAAP, which 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 Consolidated Financial Statements. The following is our measure of performance against these four metrics for 2025:

•Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% in both 2025 and 2024, driven by net new business and ongoing strong retention, as well as positive net market impact.

•Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 32.4% in 2025, compared to 31.5% in the prior year. The increase in adjusted operating margin primarily reflects organic revenue growth of 6%, $160 million of additional net restructuring savings and a decrease in incentive compensation, partially offset by the addition of NFP, an increase in operating expenses as previously described and lower fiduciary investment income. Risk Capital adjusted operating margin decreased to 34.3% in 2025 from 34.6% in 2024 and Human Capital adjusted operating margin increased to 32.2% in 2025 from 29.5% in 2024.

•Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $17.07 per share in 2025, an increase of $1.47 per share, or 9%, from $15.60 per share in 2024.

•Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $3.2 billion in 2025, an increase of $401 million, or 14%, from $2.8 billion in 2024, reflecting an increase in cash flows from operations, partially offset by a $45 million increase in capital expenditures.

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REVIEW OF CONSOLIDATED RESULTS

Summary of Results

Our consolidated results are as follows (in millions):

Our segment results are as follows (in millions):

(1)Segment expenses exclude 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.

Refer to “Non-GAAP Metrics” below for a reconciliation of segment operating margin to segment adjusted operating margin.

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Consolidated and Segment Results for 2025 Compared to 2024

Revenue

Total revenue increased $1.5 billion, or 9%, to $17.2 billion in 2025, compared to $15.7 billion in 2024, reflecting 6% organic revenue growth, acquired revenues from NFP, and a favorable impact from foreign currency translation. Risk Capital revenue increased $773 million, or 7%, to $11.3 billion and Human Capital revenue increased $698 million, or 13%, to $5.9 billion.

Risk Capital

Commercial Risk Solutions revenue increased $636 million, or 8%, to $8.5 billion in 2025, compared to $7.9 billion in 2024. Organic revenue growth was 6% in 2025, reflecting strong growth in North America and EMEA, driven by net new business and ongoing strong retention. Performance was highlighted by strong growth in U.S. core P&C and double-digit increases in M&A services and construction. Market impact was modestly positive.

Reinsurance Solutions revenue increased $137 million, or 5%, to $2.8 billion in 2025, compared to $2.7 billion in 2024. Organic revenue growth was 6% in 2025, reflecting growth in treaty, driven by net new business and strong retention, strength in facultative placements, and double-digit growth in insurance-linked securities. Results were partially offset by slightly unfavorable market impact in the year.

Human Capital

Health Solutions revenue increased $504 million, or 15%, to $3.8 billion in 2025, compared to $3.3 billion in 2024. Organic revenue growth was 5% in 2025, reflecting strong growth globally in core health and benefits brokerage, driven by net new business and ongoing strong retention.

Wealth Solutions revenue increased $194 million, or 10%, to $2.1 billion in 2025, compared to $1.9 billion in 2024. Organic revenue growth was 5% in 2025 reflecting growth in both Investments and Retirement. Growth in Investments was driven by net asset inflows and market performance and includes the impact of strong organic revenue growth from the divested NFP Wealth business, as defined in Liquidity and Financial Condition, until classified as held for sale in September 2025. Growth in Retirement was driven by continued strong demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change.

Compensation and Benefits

Compensation and benefits increased $702 million, or 8%, in 2025 compared to 2024. The increase was primarily driven by the inclusion of operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $29 million, or 5%, in 2025 compared to 2024. The increase was primarily due to the inclusion of ongoing operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, increased $12 million, or 4%, in 2025 compared to 2024 due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

Depreciation of Fixed Assets

Depreciation of fixed assets primarily relates to software, computer equipment, leasehold improvements, furniture, fixtures and equipment, buildings, and vehicles. Depreciation of fixed assets increased $5 million, or 3%, in 2025

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