Arthur J. Gallagher (AJG) Risk Factor Changes
Arthur J. Gallagher Risk Factor Changes
Latest 10-K compared with the year before. 112 changes found.
We have made certain assumptions relating to the Transaction and AssuredPartners, which assumptions involve significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent…
We can provide no assurance that we will be able to successfully integrate the operations of acquisitions that are larger than our usual tuck-in acquisitions, such as AssuredPartners, Buck, Eastern Insurance, Cadence…
The agreements governing our debt include covenants that, among other things, restrict our ability to dispose of assets, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transacti…
There is a risk that foreign laws will not protect the intellectual property associated with The Chem-Mod™ Solution to the same extent as U.S.
Our ability to use tax credits under IRC Section 45 depends upon the operations in which we invested having satisfied the conditions set forth in IRC Section 45.
We generated tax credits under IRC Section 45 from 2009 to 2021.
We cannot guarantee that trade secret, trademark and copyright law protections, or our internal policies and procedures regarding our management of intellectual property, are adequate to deter misappropriation of our…
Further, in 2022, the U.S.
The global nature of our operations increases the complexity and cost of compliance with laws and regulations, including increased staffing needs, the development of new policies, procedures and internal controls and…
Many of our activities throughout the world, especially regulated businesses such as our insurance brokerage, securities broker-dealer and investment advisory services, are subject to supervision and regulations promu…
We may also be subject to legal liability and reputational damage if we violate trade sanctions laws of the U.S., the E.U., the U.K.
We offer client service capabilities in many countries around the world and sometimes work through a network of third-party representatives acting on our behalf such as correspondent brokers and consultants.
Adhering to the increased obligations imposed by various new and emerging laws as well as the terms of our privacy notices and contractual obligations to third parties causes us to incur substantial expense in connect…
In addition, in the U.S., legislators are continuing to enact comprehensive cybersecurity laws.
During a cybersecurity incident, we might have to take our systems offline, which could interfere with services to our clients or damage our reputation.
We are an acquisitive organization.
With respect to our commercial arrangements with third-party vendors, we have processes designed to require third party IT outsourcing, offsite storage and other vendors to agree to maintain certain standards with res…
We maintain policies, procedures and technical safeguards designed to protect the security and privacy of confidential, personal and proprietary information.
cloud storage and cloud computing application services supported, upgraded and maintained by third-party vendors.
•RISX-FACS®, our proprietary risk management information system, on which our ability to provide clients with insurance claim settlement and administration services is highly dependent, becomes inoperable for some rea…
Our benefit consulting operations face a variety of risks distinct from those faced by our brokerage operations.
In addition, there have been and may continue to be various trends in the insurance and reinsurance markets toward alternative insurance markets including, among other things, greater levels of self-insurance, captive…
may significantly affect our profitability.
We believe that the primary factors determining our competitive position with other organizations in our industry are the quality of the services we offer, our data analytics capabilities, the personalized attention w…
are strong in a particular country, region or locality may have, in that country, region or locality, an office with revenues as large as or larger than those of our corresponding local office.
•Lost business or other financial harm due to protectionism in the U.S.
•Political and economic instability (including risks relating to undeveloped or evolving legal systems, unstable governments, acts of terrorism, military actions and war, including between Russia and Ukraine, the Midd…
•We own interests in firms where we do not exercise management control (such as Casanueva Perez S.A.P.I.
•Our employees, agents, or affiliated entities, or their respective officers, directors, employees and agents, may take actions in violation of local laws, regulations or policies, for which we might be held responsible.
In 2025, we generated approximately 33% of our combined brokerage and risk management revenues outside the U.S.
Compensation expense and the cost of employees’ medical and other employee benefits, substantially affect our profitability.
The risk of business disruption is more pronounced in certain geographic areas where a significant portion of our business is concentrated.
Our industry has experienced competition for brokers and in the past we have lost key brokers and groups of brokers, along with their clients, business relationships and intellectual property directly to our competition.
We could be adversely affected if we fail to attract and retain talent and foster a diverse and inclusive workplace throughout our organization.
Additionally, AI heavily relies on the collection and analysis of extensive data sets.
Our future success depends, in part, on our ability to collect and leverage data relating to our business and otherwise anticipate and respond effectively to the risks and opportunities presented by digital disruption…
Integration efforts relating to larger acquisitions (including, for example, AssuredPartners, the largest acquisition in our history) are more complex, including with respect to technology systems, which may divert ma…
Post-acquisition risks include poor cultural fit and risks relating to retention of personnel, retention of clients, entry into unfamiliar or complex markets or lines of business, contingencies or liabilities not cove…
Uncertain economic conditions have created volatility in the U.S.
A recession or decline in economic activity, for these and any other reasons, could adversely impact us in future periods.
Global economic and geopolitical events, including fluctuations in interest, inflation and exchange rates, geo-economic fragmentation and protectionism resulting in greater restrictions on international trade and mark…
•Global economic and geopolitical events, such as fluctuations in interest and inflation rates; geo-economic fragmentation and protectionism; a recession or economic downturn; a U.S.
could result in increased dilution to our stockholders.
lenders for failure to comply with these restrictions.
Litigation is inherently uncertain and it is not possible for us to predict the ultimate outcome of any future claims against us by other parties.
In addition, as regulators and investors increasingly focus on climate change and other sustainability issues, we are exposed to the risk of frameworks and regulations being adopted that require significant effort to…
that may include compensating clients for loss, the imposition of penalties, and/or the loss of our authorization to operate.
actions or investigations could impact us through increased costs or restrictions on our business and could result in regulatory penalties and significant legal liability.
when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable.
perceived security vulnerabilities to our systems or those of our third-party service providers, even if no breach has been attempted or occurred, could lead to reputational harm, loss of customers and revenue, or inc…
material financial implications related to extreme weather events.
We do not generally assume net underwriting risk, other than with respect to de minimis amounts necessary to provide minimum or regulatory capital, and briefly, in connection with our catastrophe bond business, and th…
The transition to a low-carbon economy could harm specific industries or sectors central to the traditional energy economy in ways that could impact our business.
Climate change has been widely identified by investors and regulators as a systemic risk to the global economy.
Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our busine…
We closed the acquisition of Buck in second quarter 2023 and Redington in fourth quarter 2024.
upon flat fees rather than a percentage of premium.
overall risk exposure and insurance or reinsurance costs.
We operate in various jurisdictions and are subject to changes in applicable tax laws, treaties, or regulations in those jurisdictions.
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or regulatory action and other consequences that might adversely affect our results of operations, financial condition or strategic objectives;
In addition, our industry has experienced competition for brokers and in the past we have lost key brokers and groups of brokers, along with their clients, business relationships and intellectual property directly to…
Our future success depends, in part, on our ability to collect and leverage data relating to our business and otherwise anticipate and respond effectively to the risks and opportunities presented by digital disruption…
The increased focus on sustainability has made compliance with regulations, frameworks and stakeholder expectations increasingly complex.
We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions described above.
Uncertain economic conditions have created volatility in the U.S.
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We have made certain assumptions relating to the Transaction and AssuredPartners which may prove to be materially inaccurate.
We can provide no assurance that we will be able to successfully integrate AssuredPartners or achieve the expected cost savings or revenue synergies from such integration, that AssuredPartners will perform as expected…
We may encounter integration challenges and AssuredPartners may not perform as expected.
price of our common stock.
As discussed elsewhere in this Annual Report on Form 10-K, on December 7, 2024, we signed a definitive agreement to acquire AssuredPartners.
There can be no assurance that the Transaction will be completed or that we will realize the expected benefits of the Transaction.
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Risks Relating to the Acquisition of AssuredPartners
against us or our clients.
In addition, climate change and sustainability issues remain a significant focus for investors, clients and other business partners, while regulatory approaches across jurisdictions continue to vary widely.
Violations by us or our third party representatives could result in significant internal investigation costs and legal fees, civil and criminal penalties, including prohibitions on the conduct of our business, and rep…
implement sanctions laws and may not restrict trade with parties designated as sanctions targets under U.S., U.K.
such policies.
With respect to our commercial arrangements with third-party vendors, we have processes designed to require third party IT outsourcing, offsite storage and other vendors to agree to maintain certain standards with res…
regulations and contractual obligations require us to inform regulators, clients or affected persons in the event of a breach of confidential, personal or proprietary information on our or our third-party vendors’ sys…
attacks (including digital or telephonic impersonation), computer viruses, ransomware, malware, malicious or destructive code, employee or insider error, malfeasance, social engineering, physical breaches or other act…
Underwriting enterprises may seek to minimize their expenses by reducing the commission rates payable to agents or brokers such as us.
The insurance brokerage, reinsurance brokerage and employee benefit consulting businesses are highly competitive and many insurance brokerage, reinsurance brokerage and employee benefit consulting organizations active…
We anticipate further significant developments across several jurisdictions in which we operate in 2026 and 2027.
On January 5, 2026, OECD released additional administrative guidance on the application of Pillar 2 global minimum tax rules, which are designed to ensure that large multinational enterprise (MNE) groups are subject t…
Many countries in which we do business have adopted, or are expected to adopt, these rules which will change various aspects of the existing framework under which our tax obligations are determined.