Aon (AON) risk factors, FY2025 10-K

Aon's FY2025 10-K, filed Feb 13, 2026, lists 36 risk factors in 6 groups. Against the prior year's 39: 1 new, 4 dropped, 13 substantially reworded.

Risk factors listed
366 groups
New this year
1vs 39 last year
Dropped
4since the prior 10-K
Substantially reworded
13of those kept
Section length
14k wordsItem 1A

What the changes say

  • Total consolidated debt decreased from $17.0 billion to $15.2 billion year-over-year.
  • Restructuring costs for the Accelerating Aon United Program increased from $1.0 billion to $1.3 billion, with estimated annualized savings raised to $450 million by 2027.
  • Operating funds available for corporate use grew from $1.3 billion to $2.8 billion.

What changed since the prior 10-K

New

  • NewRisks Related to Technology, Cybersecurity, Data

    Regulation in the areas of data privacy, data protection, data management, data transfer, data localization, artificial intelligence, and cybersecurity could increase our costs and affect or limit our business opportunities

    Evolving global regulations covering data privacy, AI, and cybersecurity could increase compliance costs and operational challenges for our client and employee data.

Dropped

  • DroppedLegal and Regulatory Risks

    filing of additional lawsuits. Furthermore, our ability to limit our potential liability is restricted in certain jurisdictions and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions

  • DroppedRisks Related to Technology, Cybersecurity, and Data Protection

    protection are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact

  • DroppedRisks Related to the Acquisition of NFP

    We may not be able to integrate the NFP business successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of acquiring NFP may not be realized or may not be realized within the expected time frame

  • DroppedRisks Related to the Acquisition of NFP

    We have incurred and may continue to incur significant integration-related costs in connection with the acquisition of NFP

Reworded

  • 64% rewrittenRisks Related to Technology, Cybersecurity, Data

    Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation

    Added reference to regulatory scrutiny and legal liability regarding improper data disclosure.

  • 45% rewrittenOperational Risks

    Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other personnel

    Added that competitors are using increasingly aggressive measures to recruit professional talent.

  • 40% rewrittenFinancial Risks

    We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries

    Added risk of law changes or regulatory actions restricting subsidiary dividend payments to the holding company.

  • 36% rewrittenRisks Related to Our Business

    If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected

    Removed language regarding non-traditional competitors, client self-insurance, and capital market alternatives.

  • 28% rewrittenFinancial Risks

    We have debt outstanding that could adversely affect our financial flexibility

    Updated total consolidated debt from $17.0 billion as of December 31, 2024 to $15.2 billion as of December 31, 2025.

  • 27% rewrittenOperational Risks

    The economic and political conditions of the countries and regions in which we operate could have an adverse impact on our business, financial condition, operating results, liquidity, and prospects for growth

    Expanded emerging market risks to include potential governmental actions affecting particular sectors or entities.

  • 26% rewrittenOperational Risks

    We may not realize all of the expected benefits from our restructuring plan and other operational improvement initiatives

    Updated restructuring program cumulative costs from $1.0 billion to $1.3 billion and expected annualized savings to $450 million by the end of 2027.

  • 25% rewrittenFinancial Risks

    Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results

    Updated financial figures as of December 31, 2025, including operating funds of $2.8 billion and long-term investments of $192 million.

  • 25% rewrittenLegal and Regulatory Risks

    In addition, we provide a variety of guarantees and indemnifications to our customers and others. In the event of a default, our potential exposure is equal to the amount of the guarantee or indemnification

  • 25% rewrittenRisks Related to Being an Irish-incorporated Company

    As an Irish public limited company, certain capital structure decisions regarding the Company require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure

    Was: As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure

  • 22% rewrittenRisks Related to Being an Irish-incorporated Company

    Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions

  • 22% rewrittenOperational Risks

    Our global operations expose us to various international risks that could adversely affect our business

  • 21% rewrittenOperational Risks

    Our business is exposed to risks associated with the handling of client funds

All 36 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business
  2. 02We face significant competitive pressures from traditional and non-traditional competitors that could affect our business
  3. 03If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected36% rewritten
  4. 04If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability
  5. 05Damage to our reputation could have a material adverse effect on our business
  6. 06Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control
  7. 07The profitability of our operations may not meet our expectations due to unexpected costs, cost overruns, inflation, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices

Financial Risks

  1. 08We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows
  2. 09Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results25% rewritten
  3. 10Our pension obligations and value of our pension assets could adversely affect our shareholders’ equity, net income, cash flow, and liquidity
  4. 11We have debt outstanding that could adversely affect our financial flexibility28% rewritten
  5. 12A decline in the credit ratings of our senior debt and commercial paper may adversely affect our borrowing costs, access to capital, and financial flexibility
  6. 13Our tax assets and liabilities are subject to a variety of different factors, which could create volatility in our global effective tax rate, expose us to greater than anticipated tax liabilities or cause us to adjust previously recognized tax assets and liabilities
  7. 14Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations
  8. 15We may be required to record goodwill or other long-lived asset impairment charges, which could result in a significant charge to earnings
  9. 16We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries40% rewritten

Legal and Regulatory Risks

  1. 17We are subject to E&O claims against us as well as other contingencies and legal proceedings, some of which, if determined unfavorably to us, could have a material adverse effect on our financial condition or results of operations
  2. 18In addition, we provide a variety of guarantees and indemnifications to our customers and others. In the event of a default, our potential exposure is equal to the amount of the guarantee or indemnification25% rewritten
  3. 19Our businesses are subject to extensive governmental regulation, which could reduce our profitability, limit our growth, or subject us to legal and regulatory actions
  4. 20Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our reputation, ability to compete effectively, and financial condition

Operational Risks

  1. 21The economic and political conditions of the countries and regions in which we operate could have an adverse impact on our business, financial condition, operating results, liquidity, and prospects for growth27% rewritten
  2. 22We may not realize all of the expected benefits from our restructuring plan and other operational improvement initiatives26% rewritten
  3. 23Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other personnel45% rewritten
  4. 24Our global operations expose us to various international risks that could adversely affect our business22% rewritten
  5. 25Our business performance, strategies and growth plans could be negatively affected if we are not able to develop, implement, update, and enhance solutions to support our business operations or if we are not able to effectively drive value for our clients
  6. 26The occurrence of natural or human-caused disasters could result in declines in business and increases in claims that could adversely affect our financial condition and results of operations
  7. 27Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability
  8. 28We rely on third parties to perform key functions of our business operations enabling our provision of services to our clients. These third parties may act in ways that could harm our business
  9. 29Our business is exposed to risks associated with the handling of client funds21% rewritten
  10. 30In connection with the implementation of our corporate strategies and initiatives, we face risks associated with, among others, the acquisition or disposition of businesses, the integration and development of acquired businesses, and the entry into new lines of business or products

Risks Related to Technology, Cybersecurity, Data

  1. 31We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results
  2. 32Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation64% rewritten
  3. 33Regulation in the areas of data privacy, data protection, data management, data transfer, data localization, artificial intelligence, and cybersecurity could increase our costs and affect or limit our business opportunitiesNew

Risks Related to Being an Irish-incorporated Company

  1. 34We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities
  2. 35As an Irish public limited company, certain capital structure decisions regarding the Company require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure25% rewritten
  3. 36Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions22% rewritten

Other Aon 10-Ks

  • FY2024 10-K risk factors
    39 risks

    Aon faces major integration and cost risks from its NFP acquisition and three-year Accelerating Aon United Program restructuring. Substantial debt of 17.0 billion dollars and extensive global regulatory oversight create financial and operational constraints. The business is heavily exposed to professional liability claims, IT security breaches, and macroeconomic volatility.

    Filed Feb 18, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.