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Aon plc

For the period ended Jun 30, 2025. Filed Jul 25, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 25, 2025

AON$334.81-2.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-04-25.

0001628280-25-019927

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-25.

0001628280-25-036060

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 192 previous paragraphs and 196 current paragraphs.

122 unchanged; 66 reworded; 7 added; 4 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 15 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

•Operating expenses increased $192 million, or 6%, to $3.3 billion compared to the prior year period due primarily to the inclusion of NFP’s ongoing operating expenses, an increase in intangible asset amortization associated with the NFP acquisition and an increase in expense associated with 6% organic revenue growth and investments in long-term growth, partially offset by transaction costs incurred in the prior year period, lower Accelerating Aon United program expense and $35 million of net restructuring savings. Risk Capital operating expenses increased $136 million, or 7%, to $2.0 billion and Human Capital operating expenses increased $139 million, or 13%, to $1.2 billion compared to the prior year period. For the first six months of 2025, Operating expenses increased $855 million, or 15%, to $6.6 billion compared to the prior year period due primarily to the inclusion of NFP’s ongoing expenses, an increase in intangible asset amortization associated with the NFP acquisition, an increase in expense associated with 5% organic revenue growth and investments in long-term growth, partially offset by transaction costs incurred in the prior year period and $75 million of net restructuring savings. Risk Capital operating expenses increased $340 million, or 9%, to $4.0 billion and Human Capital operating expenses increased $565 million, or 32%, to $2.3 billion compared to the prior year period.

Current report

•Diluted earnings per share was $2.66 compared to $2.46 per share for the prior year period. For the first six months of 2025, Diluted earnings per share was $7.10 compared to $7.72 per share for the prior year period.

Current report

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

Current report

Income before income taxes for the second quarter of 2025 was $703 million, a 1% increase from $698 million compared to the prior year period. For the first six months of 2025, Income before income taxes was $2.0 billion, an 8% decrease from $2.1 billion for the first six months of 2024.

Current report

The Company is analyzing the impacts of the One Big Beautiful Bill Act but does not anticipate a material impact on its global effective tax rate, results of operations, cash flows or financial condition in 2025 and future periods.

Current report

(3)Adjusted Other income (expense) excluded gains from dispo sitions of $257 million related to the sale of a business for the three and six months ended June 30, 2024.

Current report

(4)Adjusted Other income (expense) excluded approximately $6 million of debt extinguishment charges related to the repayment of NFP debt, which is considered a transaction related cost incurred in the second quarter of 2024.
Removed paragraphs (4)

Previous report

•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.

Previous report

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

Previous report

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.

Previous report

(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.
Reworded paragraphs (66)

Previous wording

EXECUTIVE SUMMARY OF FIRST QUARTER 2025 FINANCIAL RESULTS

Current wording

EXECUTIVE SUMMARY OF SECOND QUARTER 2025 FINANCIAL RESULTS

Previous wording

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

Current wording

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

Previous wording

•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.

Current wording

•Revenue increased $395 million, or 11%, to $4.2 billion compared to the prior year period. The increase reflects 6% organic revenue growth, the contribution from NFP and a 1% favorable impact from foreign currency translation. Risk Capital revenue increased $216 million, or 8%, to $2.9 billion and Human Capital revenue increased $166 million, or 15%, to $1.3 billion compared to the prior year period. For the first six months of 2025, Revenue increased $1.1 billion, or 13%, to $8.9 billion compared to the prior year period. The increase reflects the contribution from NFP, 5% organic revenue growth, and a 1% unfavorable impact from foreign currency translation. Risk Capital revenue increased $432 million, or 8%, to $6.1 billion and Human Capital revenue increased $608 million, or 27%, to $2.8 billion compared to the prior year period.

Previous wording

•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.

Current wording

•Operating margin increased to 20.7% from 17.4% in the prior year period, driven by organic revenue growth of 6% and $35 million of net restructuring savings, partially offset by the addition of NFP and an increase in operating expenses as previously described. Risk Capital operating margin increased to 30.1% from 29.6% and Human Capital operating margin increased to 9.1% from 8.0% compared to the prior year period. For the first six months of 2025, Operating margin decreased to 26.1% from 27.1% 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 $75 million of net restructuring savings. Risk Capital operating margin decreased to 34.0% from 35.0% and Human Capital operating margin decreased to 18.3% from 21.4% compared to the prior year period.

Previous wording

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

Current wording

•Due to the factors set forth above, Net income increased $56 million, or 10%, to $594 million compared to the prior year period. For the first six months of 2025, Net income decreased $55 million, or 3%, to $1.6 billion compared to the prior year period.

Previous wording

•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.

Current wording

•Cash flows provided by operating activities was $936 million for the first six months of 2025, an increase of $114 million, or 14%, from $822 million in the prior year period, primarily due to strong adjusted operating income growth and days sales outstanding improvements, partially offset by higher payments related to incentive compensation, interest, and restructuring.

Previous wording

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:

Current wording

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 second quarter of 2025:

Previous wording

•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.

Current wording

•Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% for the second quarter of 2025 and 5% for the first six months of 2025, driven by net new business and ongoing strong retention.

Previous wording

•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 thefirst quarter of 2025 compared to 41.7% in the prior year period. Human Capital adjusted operating margin decreased to 35.3% in thefirst quarter of 2025 compared to 36.4% in the prior year period.

Current wording

•Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 28.2% for the second quarter of 2025 compared to 27.4% in the prior year period. The increase in adjusted operating margin primarily reflects 6% organic revenue growth and $35 million of net restructuring savings, partially offset by the addition of NFP and increased expenses. Risk Capital adjusted operating margin increased to 34.1%compared to 33.6% in the prior year period. Human Capital adjusted operating margin increased to 19.1% compared to 18.7% in the prior year period. For the first six months of 2025, adjusted operating margin was 33.6% compared to 33.8% for the prior year period. The decrease primarily reflects the addition of NFP and increased expenses, partially offset by 5% organic revenue growth and $75 million of net restructuring savings. Risk Capital adjusted operating margin remained flat at 37.9% in both periods. Human Capital adjusted operating margin increased to 27.9% compared to 27.5% in the prior year period.

Previous wording

•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.

Current wording

•Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $3.49 per share for the second quarter of 2025, compared to $2.93 per share for the prior year period. For the first six months of 2025, adjusted diluted earnings per share was 9.17 per share, compared to $8.50 per share for the prior year period.

Previous wording

•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.

Current wording

•Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $816 million in the first six months of 2025, an increase of $95 million, or 13%, from $721 million in the prior year period, reflecting a $114 million increase in Cash flows from operations, primarily driven by strong operating income growth and improvements in days sales outstanding, partially offset by higher payments related to incentive compensation, interest, and restructuring, and a $19 million increase in capital expenditures.

Previous wording

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.

Current wording

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 have contributed and may continue to contribute to slower or negative economic growth and may create 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.

Previous wording

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.

Current wording

Total revenue increased $395 million, or 11%, to $4.2 billion in the second quarter of 2025, compared to the prior year period. The increase reflects 6% organic revenue growth, the contribution from NFP, and a 1% favorable impact from foreign currency translation. Risk Capital revenue increased $216 million, or 8%, to $2.9 billion and Human Capital revenue increased $166 million, or 15%, to $1.3 billion in the second quarter of 2025 compared to the prior year period. For the first six months of 2025, Revenue increased $1.1 billion, or 13%, to $8.9 billion compared to the prior year period. The increase reflects the contribution from NFP, 5% organic revenue growth, and a 1% unfavorable impact from foreign currency translation. Risk Capital revenue increased $432 million, or 8%, to $6.1 billion and Human Capital revenue increased $608 million, or 27%, to $2.8 billion for the first six months of 2025 compared to the prior year period.

Previous wording

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.

Current wording

Commercial Risk Solutions revenue increased $163 million, or 8%, to $2.2 billion in the second quarter of 2025, compared to $2.0 billion in the second quarter of 2024. Organic revenue growth was 6% in the second 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 and strength in M&A services relative to the prior year. Market impact was modestly positive. For the first six months of 2025, revenue increased $357 million, or 9%, to $4.2 billion, compared to $3.8 billion in the first six months of 2024. Organic revenue growth was 5% in the first six months 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 in the first six months of 2025 relative to the prior year period. Market impact was modestly positive in the first half of the year.

Previous wording

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.

Current wording

Reinsurance Solutions revenue increased $53 million, or 8%, to $688 million in the second quarter of 2025, compared to $635 million in the second quarter of 2024. Organic revenue growth was 6% in the second quarter of 2025, reflecting double-digit increases in insurance-linked securities and facultative placements. Results also reflect growth in treaty, driven by net new business and ongoing strong retention, partially offset by a modest unfavorable market impact. For the first six months of 2025, revenue increased $75 million, or 4%, to $1.9 billion, compared to $1.8 billion in the first six months of 2024. Organic revenue growth was 4% in the first six months 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 had a modest unfavorable impact in the first half of the year.

Previous wording

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.

Current wording

Health Solutions revenue increased $110 million, or 17%, to $772 million in the second quarter of 2025, compared to $662 million in the second quarter of 2024. Organic revenue growth was 6% in the second quarter of 2025, reflecting strength in core health and benefits, driven by net new business, ongoing strong retention, and a modestly positive market impact. The core performance was highlighted by double-digit growth internationally. Results also reflect strength in executive benefits and pharmacy benefits in NFP. For the first six months of 2025, revenue increased $403 million, or 29%, to $1.8 billion, compared to $1.4 billion in the first six months of 2024. Organic revenue growth was 6% in the first six months of 2025, reflecting strength 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 in the first six months of 2025. Talent revenue was lower in the first half of the year as strength in advisory was offset by a decline in analytics due to a change in the timing of survey data delivery.

Previous wording

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.

Current wording

Wealth Solutions revenue increased $56 million, or 12%, to $519 million in the second quarter of 2025, compared to $463 million in the second quarter of 2024. Organic revenue growth was 3% in the second quarter of 2025, reflecting growth in Retirement driven by advisory related to the ongoing impact of regulatory change. In Investments, results reflect strength in NFP, driven by net asset inflows and market performance. For the first six months of 2025, revenue increased $205 million, or 25%, to $1.0 billion, compared to $833 million in the first six months of 2024. Organic revenue growth was 6% in the first six months of 2025, reflecting strength in Investments, highlighted by double-digit revenue growth in NFP, driven by net asset inflows and market performance. Growth in Retirement in the first half of the year was driven by continued demand for advisory related to the ongoing impact of regulatory changes and pension de-risking.

Previous wording

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

Current wording

Compensation and benefits expense increased $230 million, or 11%, in the second quarter of 2025 compared to the prior year perioddue primarily to the inclusion of operating expenses from NFP and expense associated with 6% organic revenue growth, partially offset bysavings from Accelerating Aon United restructuring actions. For the first six months of 2025, compensation and benefits increased $596 million, or 15%, compared to the first six months of 2024. The increase was primarily driven by 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.

Previous wording

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.

Current wording

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $4 million, or 3%, in the second quarter of 2025 compared to the prior year period due primarily to the inclusion of ongoing operating expenses from NFP. For the first six months of 2025, information technology expenses increased $16 million, or 6%, compared to the first six months of 2024. The increase was due primarily to the inclusion of ongoing operating expenses from NFP.

Previous wording

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.

Current wording

Premises, which represents the cost of occupying offices in various locations throughout the world, increased $3 million, or 4%, in the second quarter of 2025 compared to the prior year period, due primarily to the inclusion of ongoing operating expenses from NFP. For the first six months of 2025, premises increased $14 million, or 9%, compared to the first six months of 2024. The increase was due primarily to the inclusion of ongoing operating expenses from NFP.

Previous wording

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.

Current wording

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 2025 compared to the prior year period. For the first six months of 2025, depreciation of fixed assets increased $4 million, or 4%, compared to the first six months of 2024.

Previous wording

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.

Current wording

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 $73 million to $201 million in the second quarter of 2025 compared to the prior year period due primarily to an increase in intangible assets related to the acquisition of NFP. For the first six months of 2025, amortization and impairment of intangible assets increased $256 million to $400 million, compared to the first six months of 2024. The increase was due primarily to an increase in intangible assets related to the acquisition of NFP.

Previous wording

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.

Current wording

Other general expenses decreased $82 million, or 18%, in the second quarter of 2025 due primarily to a decrease in transaction and integration costs. For the first six months of 2025, other general expenses increased $16 million, or 2%, compared to the first six months of 2024. The increase was due primarily to the inclusion of operating expenses from NFP and integration costs, partially offset by transaction costs incurred in the prior year period.

Previous wording

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.

Current wording

Accelerating Aon United Program expenses decreased $38 million in the second quarter of 2025 and decreased $47 million in the first six months of 2025, each compared to the prior year period due to lower costs related to workforce optimization and asset impairments, partially offset by higher costs related to technology and other costs.

Previous wording

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.

Current wording

Total operating expenses increased $192 million, or 6%, to $3.3 billion in the second quarter of 2025 due primarily to the inclusion of NFP’s ongoing operating expenses, an increase in intangible asset amortization associated with the NFP acquisition, and an increase in expense associated with 6% organic revenue growth and investments in long-term growth, partially offset by transaction costs incurred in the prior year period, lower Accelerating Aon United program expense and $35 million of net restructuring savings. Due to the factors set forth above, Total operating income increased $203 million to $859 million in the second quarter of 2025. For the first six months of 2025, Total operating expenses increased $855 million, or 15%, to $6.6 billion due primarily to intangible asset amortization associated with the NFP acquisition, an increase in 5% organic revenue growth and investments in long-term growth, partially offset by $75 million of net restructuring savings. Due to the factors set forth above, Total operating income increased $199 million to $2.3 billion for the first six months of 2025.

Previous wording

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.

Current wording

Risk Capital Total operating expenses increased $136 million, or 7%, to $2.0 billion in the second quarter of 2025. The increase was primarily due to an increase in Compensation and benefits. The increase in Compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expense associated with 6% organic revenue growth in both Commercial Risk Solutions and Reinsurance Solutions, partially offset by restructuring savings. Due to the factors set forth above, Risk Capital Operating income increased $80 million, or 10%, to $864 million in the second quarter of 2025. For the first six months of 2025, Risk Capital Total operating expenses increased $340 million, or 9%, to $4.0 billion. The increase was primarily due to an increase in Compensation and benefits and 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 $92 million, or 5%, to $2.1 billion for the first six months of 2025.

Previous wording

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.

Current wording

Human Capital Total operating expenses increased $139 million, or 13%, to $1.2 billion in the second quarter of 2025. The increase was primarily due to an increase in both Compensation and benefits and 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 6% and 3% 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 $27 million, or 30%, to $117 million in the second quarter of 2025. For the first six months of 2025, Human Capital Total operating expenses increased $565 million, or 32%, to $2.3 billion. The increase was primarily due to an increase in both Compensation and benefits and 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 6% organic revenue growth in both Health Solutions and Wealth Solutions. 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 $43 million, or 9%, to $520 million for the first six months of 2025.

Previous wording

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.

Current wording

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 2025, interest income decreased $31 million to an insignificant amount and for the first six months of 2025, Interest income decreased $54 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.

Previous wording

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.

Current wording

Interest expense, which represents the cost of our debt obligations, decreased $13 million to $212 million during the second quarter of 2025 compared to the prior year period, reflecting lower total debt. For the first six months of 2025, Interest expense increased $49 million to $418 million compared to the prior year period. The increase was driven primarily by an increase in total debt, primarily to fund the purchase of NFP.

Previous wording

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.

Current wording

Other income was $56 million for the second quarter of 2025 compared to Other income of $236 million for the second quarter of 2024. The decrease was primarily due to gains related to the sale of a business in the prior year period, partially offset by deferred consideration from the 2017 sale of our outsourcing business. For the first six months of 2025, Other income was $46 million compared to Other income of $311 million for the first six months of 2024. The decrease was primarily related to gains related to the sale of a business in the prior year period.

Previous wording

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.

Current wording

The effective tax rate on Net income was 15.5% and 19.3% for the three and six months ended June 30, 2025, respectively. The effective tax rate on Net income was 22.9% and 23.1% for the three and six months ended June 30, 2024, respectively.

Previous wording

For thethree 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.

Current wording

For thethree and six months ended June 30, 2025, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the tax benefit associated with the anticipated sale of certain assets and liabilities classified as held for sale and share-based payments partially offset by the unfavorable impact of other discrete items.

Previous wording

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.

Current wording

For the three and six months ended June 30, 2024, the tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impacts of share-based payments offset by the unfavorable impact of discrete items.

Previous wording

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.

Current wording

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 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 2025 and future periods.

Previous wording

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.

Current wording

Net income attributable to Aon shareholders for the second quarter of 2025 increased to $579 million, or $2.66 per diluted share, from $524 million, or $2.46 per diluted share, in the prior year period. Net income attributable to Aon shareholders for the first six months of 2025 decreased to $1.5 billion, or $7.10 per diluted share, from $1.6 billion, or $7.72 per diluted share, in the prior year period.

Previous wording

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):

Current wording

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, 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):

Previous wording

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

Current wording

(2)Fiduciary investment income for the three months ended June 30, 2025 and 2024 was $66 million and $75 million, respectively. Fiduciary investment income for the six months ended June 30, 2025 and 2024 was $133 million and $154 million, respectively.

Previous wording

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.

Current wording

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.

Previous wording

(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.

Current wording

(3)Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the NFP Transaction. No transaction costs were recognized for the three and six months ended June 30, 2025. $85 million and $96 million of transaction costs were recognized for the three and six months ended June 30, 2024, respectively. Of these amounts, $79 million and $90 million were recognized, respectively, in Total operating expenses and $6 million were recognized in Other income (expense)related to the extinguishment of acquired NFP debtfor the three and six months ended June 30, 2024.

Previous wording

(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.

Current wording

(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 $27 million and $16 million of integration costs in the three months ended June 30, 2025 and 2024, respectively, and $56 million and $20 million of integration costs in the six months ended June 30, 2025 and 2024, respectively.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

In May 2025, Aon Global Limited’s €500 million ($585 million at June 30, 2025 exchange rates) 2.875% Senior Notes due May 2026 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.