Aon (AON) Risk Factor Changes

While it is our intention to maintain a sufficient level of distributable profits in order to pay dividends on our ordinary shares and make share repurchases, the Company may be unable to maintain the necessary level…

Irish law also generally provides shareholders with statutory pre-emption rights when new shares are issued for cash.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution of…

A growing number of jurisdictions, particularly in the E.U.

In many jurisdictions, including in the E.U.

we engage, insiders or employees.

Risks Related to Technology, Cybersecurity, Data

In pursuing our corporate strategy, we often acquire other businesses or dispose of or exit businesses we currently own and we routinely are actively engaged in the process of identifying, analyzing, and negotiating p…

These third parties include correspondents, agents and other brokerage and intermediaries, insurance markets, data providers, plan trustees, payroll service providers, benefits administrators, software and system vend…

Our success depends, in part, on our ability to enhance and implement the systems necessary to operate our businesses and to achieve intended efficiencies and improvements.

•trade barriers, trade wars, tariffs or trade sanctions.

personnel remains intense, and competitors are using increasingly aggressive measures to recruit professional talent in our industry.

We depend, in material part, upon the members of our senior management team who possess extensive knowledge and a deep understanding of our business and our strategy, as well as the colleagues who are critical to deve…

We estimate that our annualized savings from the Program will be approximately $450 million by the end of 2027.

Our operations in countries undergoing political change or experiencing economic instability are subject to uncertainty and risks that could materially adversely affect our business.

known as market-derived income, or “MDI.” MDI is another example of an area in which potential conflicts of interest may arise.

Due to the broad scope of our businesses and our client base, we regularly address potential conflicts of interest, including, without limitation, situations where our services to a particular client or our own invest…

In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities.

Governmental, investor, stakeholder and public attention to corporate sustainability matters, including new or changing reporting, diligence or disclosure rules and regulations, has increased in recent years and may c…

Furthermore, our investment businesses provide advice to clients on: investment strategy, which can include advice on setting investment objectives, asset allocation, and hedging strategies; selection (or removal) of…

The Company is organized as a holding company, a legal entity separate and distinct from our operating entities.

We may be unable to mitigate the adverse impacts resulting from any changes in tax laws and regulations, including any changes in the interpretation of such tax authorities, or from audits and other matters.

legislation to implement the global minimum tax that is generally consistent with the OECD’s Pillar Two tax regime.

A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, and limit our ability to imple…

As of December 31, 2025, we had two primary committed credit facilities outstanding.

As of December 31, 2025, we had total consolidated debt outstanding of approximately $15.2 billion.

Our worldwide pension plans are significant, and therefore our pension contributions and expense are sensitive to various market, demographic, and other factors.

Our profit margin, and therefore our profitability, is largely a function of the revenue generated from our services and the staffing costs for our personnel and related expenses.

In addition to movements in premium rates, our ability to generate premium-based commission revenue has been and could in the future be challenged by:

We advise our clients on and provide services related to a wide range of subjects and our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthines…

The nature of much of our work involves assumptions and estimates concerning future events, the actual outcome of which we cannot know with certainty in advance.

In addition, innovation in the technology we leverage in our products and business processes, our capabilities, the sources of capital for our clients’ insurance and reinsurance needs, and the entry into new lines of…

other advanced technologies), our clients’ increasing ability and determination to self-insure, and capital market alternatives to traditional insurance and reinsurance markets create an even more dynamic, competitive…

Aon has incurred and expects to continue to incur a number of non-recurring costs associated with the NFP acquisition and combining the operations of the two companies, which could adversely affect Aon’s ability to ex…

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

We have devoted management attention and resources to integrating our and NFP's business practices so that we can fully realize the anticipated benefits of the NFP acquisition.

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 re…

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.

We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks, some of which are within the Company and some of which are outsourced to third parties.

operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients, or employees, damage to our reputation, and harm to our business.

filing of additional lawsuits.

The Company is organized as a holding company, a legal entity separate and distinct from our operating entities.

significant changes to our financial position and results of operations from year to year.

Our profit margin, and therefore our profitability, is largely a function of the revenue generated from our services and the staffing costs for our personnel and related expenses.

other publicity.

•We have incurred and may continue to incur significant integration-related costs in connection with 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 may not be realized or may not be realized within th…

favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately…

require significant effort to review changes to IT systems and transfer methods.

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 opportu…

We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks, some of which are within the Company and some of which are outsourced to third parties.

the cessation of service by any service provider as a result of systems failures, cybersecurity or data privacy incidents (including, but not limited to, ransomware), capacity constraints, financial difficulties, or f…

strategic asset.

•attracting, identifying and retaining qualified personnel in the countries in which we operate;

•difficulties in transitioning operations from one country to another without interruption or reduction in the quality of those operations;

payments to us.

The overall tax environment in the jurisdictions in which we are or may be subject to taxes is highly uncertain and increasingly complex.

with respect to such matters, could affect the confidence of our clients, rating agencies, regulators, stockholders, employees and third parties in transactions that are important to our business adversely affecting o…

Developing and implementing innovative strategies, efficient business practices, and new solutions to current and emerging client needs is important to our business.

•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 opport…