Slides
Page 1
Earnings Conference Call Third Quarter 2025 October 31, 2025
Page 2
Safe Harbor Statement This communication contains certain statements related to future results, or states Aon’s intentions, beliefs and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of Aon’s operations. All statements, other than statements of historical facts, that address activities, events or developments that Aon expects or anticipates may occur in the future, including such things as our outlook, market and industry conditions, including competitive and pricing trends, the development and performance of our services and products, our cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the Accelerating Aon United Program, the integration of NFP, actual or anticipated legal settlement expenses, future capital expenditures, growth in commissions and fees, changes to the composition or level of our revenues, cash flow and liquidity, expected tax rates, expected foreign currency translation impacts, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans, references to future successes, and expectations with respect to the benefits of the acquisition of NFP are forward-looking statements. Also, when Aon uses words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “looking forward”, “may”, “might”, “plan”, “potential”, “opportunity”, “commit”, “probably”, “project”, “positioned”, “should”, “will”, “would” or similar expressions, it is making forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward looking statements: changes in the competitive environment, due to macroeconomic conditions or otherwise, or damage to Aon’s reputation; fluctuations in currency exchange, interest, or inflation rates that could impact our financial condition or results; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funded status of Aon's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon’s debt and the terms thereof reducing Aon’s flexibility or increasing borrowing costs; rating agency actions that could limit Aon’s access to capital and our competitive position; volatility in Aon’s global tax rate due to being subject to a variety of different factors, including the adoption and implementation in the European Union, the United States, the United Kingdom, or other countries of the Organization for Economic Co-operation and Development tax proposals or other pending proposals in those and other countries, which could create volatility in that tax rate; changes in Aon’s accounting estimates or assumptions on Aon’s financial statements; limits on Aon’s subsidiaries’ ability to pay dividends or otherwise make payments to Aon; the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims against Aon (including proceeding and contingencies relating to transactions for which capital was arranged by Vesttoo Ltd. or related to actions we may take in being responsible for making decisions on behalf of clients in our investment business or in other advisory services that we currently provide, or may provide in the future); the impact of, and potential challenges in complying with, laws and regulations in the jurisdictions in which Aon operates, particularly given the global nature of Aon’s operations and the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across jurisdictions in which Aon does business; the impact of any regulatory investigations brought in Ireland, the U.K., the U.S. and other countries; failure to protect intellectual property rights or allegations that Aon infringes on the intellectual property rights of others; general economic and political conditions in different countries in which Aon does business around the world; the failure to retain, attract and develop experienced and qualified personnel; international risks associated with our global operations, including geopolitical conflicts, tariffs, or changes in trade policies; the effects of natural or human-caused disasters, including the effects of health pandemics and the impacts of climate related events; any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation; Aon’s ability to develop, implement, update and enhance new technology; the actions taken by third parties that perform aspects of Aon’s business operations and client services; Aon’s ability to continue, and the costs and risks associated with, growing, developing and integrating acquired business, and entering into new lines of business or products; Aon’s ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate proposed transactions; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; Aon’s ability to develop and implement innovative growth strategies and initiatives intended to yield cost savings (including the Accelerating Aon United Program), and the ability to achieve such growth or cost savings; the effects of Irish law on Aon’s operating flexibility and the enforcement of judgments against Aon; adverse effects on the market price of Aon’s securities and/or operating results for any reason, including, without limitation, because of a failure to realize the expected benefits of the acquisition of NFP (including anticipated revenue and growth synergies) in the expected timeframe, or at all; and significant integration costs or difficulties in connection with the acquisition of NFP or unknown or inestimable liabilities. Any or all of Aon’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon’s performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period. Further information concerning Aon and its businesses, including factors that could materially affect Aon’s financial results, is contained in Aon’s filings with the SEC. See Aon’s Annual Report on Form 10-K for the year ended December 31, 2024 for a further discussion of these and other risks and uncertainties applicable to Aon and its businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Aon is not under, and expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. 2
Page 3
Explanation of Non-GAAP Measures This communication includes supplemental information not calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), including Organic revenue growth, free cash flow, adjusted operating income, adjusted operating margin, adjusted earnings per share (EPS), adjusted net income attributable to Aon shareholders, adjusted diluted net income per share, adjusted effective tax rate, adjusted other income (expense), and adjusted income before income taxes that exclude the effects of intangible asset amortization and impairment, Accelerating Aon United Program expenses, contingent consideration, NFP transaction and integration costs, certain pension settlements, capital expenditures, and certain other noteworthy items that affected results for the comparable periods. Organic revenue growth includes the impact of intercompany activity and excludes foreign exchange rate changes, 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, fiduciary investment income, and gains or losses on derivatives accounted for as hedges. Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates. Reconciliations to the closest U.S. GAAP measure for each non-GAAP measure presented in this communication are provided in the attached appendices. Supplemental Organic revenue growth information and additional measures that exclude the effects of certain items noted above do not affect net income or any other U.S. GAAP reported amounts. Free cash flow is cash flows from operating activity less capital expenditures. The adjusted effective tax rate excludes the applicable tax impact associated with adjustments previously described, generally at the estimated annual effective tax rate or jurisdictional rate, where appropriate. Beginning in the third quarter of 2024, the adjusted effective tax rate 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. 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. Non-GAAP measures should be viewed in addition to, not in lieu of, Aon’s Condensed Consolidated Financial Statements. Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments. Aon does not provide a reconciliation of forward-looking non-GAAP measures, such as adjusted effective tax rate, leverage ratio, adjusted other income (expense), adjusted operating margin and adjusted earnings per share (EPS), where Aon believes such a reconciliation would imply a degree of precision and certainty that could be misleading and is unable to reasonably predict certain items contained in the corresponding GAAP measures without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Aon's control, or cannot be reasonably predicted. For these reasons, Aon is also unable to address the probable significance of the unavailable information. 3
Page 4
170 bps 12%7% 4 Q3’25 Highlights and Key Messages Adj. Op. Margin Expansion Adj. EPS GrowthOrganic Revenue Growth Free Cash Flow Growth 13% Certain results presented on this page are non-GAAP measures that are reconciled to their corresponding U.S. GAAP measures in the Appendices of this presentation. We continue to be on track to achieve our full-year 2025 financial commitments and we expect to enter 2026 with strong momentumGuidance We are in an even greater position of capital strength, with enhanced capital flexibility, given our strong free cash flow generation and ongoing portfolio management. We remain disciplined in allocating capital: balancing investment that meets our strategic and financial growth priorities with capital return to shareholders Capital Allocation We are executing on the key drivers of growth – attracting top talent in high-growth areas, expanding in the middle market and unlocking new sources of capital to meet evolving client demand. This disciplined execution is building momentum and translating into tangible results Aon United Strategy and 3x3 Plan The innovation at scale we are delivering through Aon Business Services is enabling us to invest to drive sustainable top-line growth, while simultaneously expanding margins Consistent Execution
Page 5
($ in millions) Q3’25 Q3’24 Inc./(Dec.) Total revenue $3,997 $3,721 7% Organic revenue growth (Non-GAAP) 7% 7% N/A Operating income $816 $623 31% Adjusted operating income (Non-GAAP) $1,051 $915 15% Adjusted operating margin (Non-GAAP) 26.3% 24.6% 170 bps Diluted earnings per share $2.11 $1.57 34% Adjusted earnings per share (Non-GAAP) $3.05 $2.72 12% Free cash flow (Non-GAAP) $1,079 $951 13% Certain results presented on this page are non-GAAP measures that are reconciled to their corresponding U.S. GAAP measures in the Appendices of this presentation. Summary Financial Results 5
Page 6
Q3’25 Q3’24 Risk Capital: Commercial Risk Solutions +7% +6% Reinsurance Solutions +8% +7% Human Capital: Health Solutions +6% +9% Wealth Solutions +5% +7% Total Aon +7% +7% Organic Revenue Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in the Appendices of this presentation. 6
Page 7
7 Organic Revenue Growth 11pts (6)pts 1pt Q3’24 Baseline New Business Retention / (Client Losses) Net Market Impact Q3’25 7% Organic revenue is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in the Appendices of this presentation. For illustrative purposes. Numbers may not sum due to rounding. Guidance: Mid-Single-Digit or Greater
Page 8
8 Adjusted Operating Income and Margin Adjusted operating income and Adjusted operating margin are non-GAAP measures that are reconciled to their corresponding U.S. GAAP measures in the Appendices of this presentation. 24.6% 26.3% $915 $1,051 Q3’25Q3’24 ($ in millions) Q3’25Q3’24 170 bps15% Adjusted Operating Income Adjusted Operating Margin
Page 9
($ in millions) Q3’25 Q3’24 Interest Income $— $4 Interest Expense $(206) $(213) Adjusted Other Income (Expense)(1) $(13) $33 Effective Tax Rate(1) 19.2% 18.0% Noncontrolling Interest $(12) $(12) Actual Common Shares Outstanding(2) 215.2 216.5 Non-Operating Financials (1) Adjusted Other Income (Expense) and Effective Tax Tate as presented on this page are non-GAAP measures that are reconciled to the corresponding U.S. GAAP measure in the Appendices of this presentation. (2) As of October 31, 2025, estimated Q4’25 beginning dilutive share count is 216.7 million. 9
Page 10
$300 $250 $147 $161 $447 $411 Dividend Share Repurchase $951 $1,079 10Free cash flow is a non-GAAP measure that is reconciled to its corresponding U.S. GAAP measure in the Appendices of this presentation. Capital Return Free Cash Flow ($ in millions) Q3’25Q3’24 13% Q3’25Q3’24 $1,672 $1,895YTD ($ in millions) $1,216 $1,219 Free Cash Flow and Capital Return YTD
Page 11
Mid-Single-Digit or Greater Growth Expansion Net NFP: Fiduciary Income: Restructuring: Operating Leverage: ~(20)bps ~(20)bps ~85bps ~35–45bps Strong Growth Expected Tax Rate(1): Non-Cash Pension Expense: FX (based on today’s rates): 19.5%–20.5% $88MM - Double-Digit Growth NFP Contribution: $300MM 11 2025 Guidance Financial Guidance Supplemental Information Organic Revenue Adjusted Operating Margin Adjusted EPS Free Cash Flow (1) Adjusted effective tax rate is a forward-looking non-GAAP measure. See “Explanation of Non-GAAP Measures” for further information regarding our use of adjusted effective tax rate on a forward-looking basis.
Page 12
Appendices Reconciliation of Non-GAAP Measures
Page 13
Aon Organic Revenue Reconciliation ($ millions, except percentages) Q3'25 Q3’24 Total Revenue Current period revenue 3,997 3,721 Prior year period revenue 3,721 2,953 % change 7% 26% Less: Currency Impact (1) 1% — % Less: Fiduciary Investment Income (2) —% — % Less: Acquisitions, Divestitures & Other (1)% 19% Organic Revenue Growth (3) 7% 7% 13 Appendix A: Organic Revenue Growth – Aon 1. Currency impact represents the effect on prior year period results if they were translated at current period foreign exchangerates 2. Fiduciary investment income for the three months ended September30, 2025 and 2024 was $75 million and $85 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 and held for sale disposal groups (including a significant majority of NFP’s Wealth business, which is adjusted from Organic revenue growth upon classification as held for sale in September), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.
Page 14
14 Appendix A: Organic Revenue Growth – By Solution Line 1. Currency impact represents the effect on prior year period results if they were translated at current period foreign exchangerates. 2. Fiduciary investment income for the three months ended September30, 2025 and 2024 was $75 million and $85 million, respectively. 3. Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that Organic revenue growth includes Organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures and held for sale disposal groups (including a significant majority of NFP’s Wealth business, which is adjusted from Organic revenue growth upon classification as held for sale in September), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges. ($ millions, except percentages) Q3’25 Q3’24 Commercial Risk Current period revenue Prior year period revenue % change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other 1,988 1,852 7% 1% —% (1)% 1,852 1,585 17% -% -% 11% Organic Revenue Growth (3) 7% 6% Reinsurance Current period revenue Prior year period revenue % change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other 537 503 7% 1% (1)% (1)% 503 465 8% -% 1% -% Organic Revenue Growth (3) 8% 7% Health Current period revenue Prior year period revenue % change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other 935 870 7% 1% —% —% 870 552 58% (1)% -% 50% Organic Revenue Growth (3) 6% 9 % Wealth Current period revenue Prior year period revenue % change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other 540 499 8% 2% —% 1% 499 352 42% 1% -% 34% Organic Revenue Growth (3) 5% 7 %
Page 15
Three Months Ended September 30, ($ millions, except percentages) 2025 2024 Revenue $3,997 $3,721 Operating income $816 $623 Amortization and impairment of intangible assets 193 174 Change in the fair value of contingent consideration 23 14 Accelerating Aon United Program expenses (1) 32 69 Legal Settlements (2) (23) — Transaction and integration costs(3)(4) 10 35 Adjusted operating income $1,051 $915 Operating margin 20.4% 16.7% Adjusted operating margin 26.3% 24.6% Adjusted operating income $1,051 $915 Interest income — 4 Interest expense (206) (213) Other income (expense): Other income (expense) - pensions (21) (14) Adjusted other income (expense) - other (5)(6)(7) 8 47 Adjusted other income (expense) (13) 33 Adjusted income before income taxes 832 739 Adjusted income tax expense (8) 160 133 Adjusted net income 672 606 Less: Net income attributable to redeemable and nonredeemable noncontrolling interests 12 12 Adjusted net income attributable to Aon shareholders $660 $594 Adjusted diluted net income per share attributable to Aon shareholders $3.05 $2.72 Weighted average ordinary shares outstanding - diluted 216.7 218.4 Effective tax rates (8) U.S. GAAP 21.3% 20.9% Non-GAAP 19.2% 18.0% 15 Appendix B: Operating Income, Operating Margin & Diluted Earnings Per Share 1. Total charges include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation. 2. In the fourth quarter of 2023, Aon recognized a $197 million charge in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd., and in the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of expense within the Risk Capital segment. 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 nine months ended September 30, 2025. Less than $1 million of transaction costs were recognized for the three months ended September 30, 2024. For the nine months ended September 30, 2024, $90 million of transaction costs were recognized in Total operating expenses and $6 million were recognized in Other income (expense) related to the extinguishment of acquired NFP debt. 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 technol ogy environment and security protocols. Aon incurred $10 million and $35 million of integration costs in the three months ended Sep tember 30, 2025 and 2024, respectively, and $66 million and $55 million of integration costs in the nine months ended September 30, 2025 and 2024, respectively. 5. Adjusted Other income (expense) excluded gains from dispositions of $257 million related to the sale of a business for the nine months ended September 30, 2024. 6. 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. 7. For the three months ended September 30, 2025, Other expense was $13 million compared to Other income of $35 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, Other income was $33 million and $346 million, respectively. Adjusted other expense for the three months ended September 30, 2025 was $13 million compared to Adjusted other income of $33 million for three months ended September 30, 2024. Adjusted other expe nse for the nine months ended September 30, 2025 was $75 million compared to Adjusted other income of $11 million for the nine months ended September 30, 2024. Adjusted other expense excluded gains related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a d ivestiture completed in a prior year period. During the nine months ended September 30, 2025, a gain of $108 million was recognized, which was all recognized in the first six months of 2025. During the three and nine months ended September 30, 2024, a $2 million and $84 million gain was recognized, respectively. 8. Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with changes in the fair value of contingent consideration, certain legal settlements, Accelerating Aon United Program expense s, certain transaction and integration costs related to the acquisition of NFP, certain gains from dispositions, and deferred consideration from a prior year sale of busi ness, which are adjusted at the related jurisdictional rate. The tax adjustment also excludes interest accruals for income tax r eserves related to the termination fee payment made in connection with the Company’s terminated proposed combination with Willis Towers Watson.
Page 16
Nine Months Ended September 30, ($ millions) 2025 2024 % Change Cash Provided by Operating Activities $2,084 $1,835 14% Capital Expenditures (189) (163) 16% Free Cash Flow (1) $1,895 $1,672 13% 16 Appendix C: Free Cash Flow 1. Free cash flow is defined as cash flows from operations less capital expenditures. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures. Three Months Ended September 30, ($ millions) 2025 2024 % Change Cash Provided by Operating Activities $1,148 $1,013 13% Capital Expenditures (69) (62) 11% Free Cash Flow (1) $1,079 $951 13%
Page 17
17 Appendix D: Leverage Ratio ($ millions) TTM Q3’25 TTM Q2’25 Net income $2,780 $2,665 Interest expense 830 837 Income tax expense 661 628 Depreciation of fixed assets 187 187 Amortization and impairment of intangible assets 778 759 EBITDA $5,236 $5,076 Short-term debt and current portion of long-term debt $1,735 $1,837 Long-term debt 15,055 15,451 Total debt $16,790 $17,288 Leverage (Total debt/EBITDA) 3.2x 3.4x
Page 18
18 Appendix E: Accelerating Aon United Program $260 $350 ($ in millions) 20262025 $529 $635 $220 $242 $211 $110 $72 $29 $35 Cash Outflow Total Cash Restructuring Charges Total Savings Q3'25 YTD'25 Total Since Inception ($ in millions) Financial Impact of Program Cumulative Annual Expected Savings
Page 19
Investor Relations Hallie Miller investor.relations@aon.com +1 847-442-0622