Added10-Q 2026-10-28 vs 10-K 2026-02-13
The completion of the USI Acquisition is subject to a number of conditions, and if these conditions are not satisfied or waived on a timely basis, the USI Acquisition may not be completed.
AONAon plc
Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm. 10-K, Item 1
- Employees
- 60,000
- Headquarters
- Dublin 2, L2
- CEO
- Gregory C. Case
- Next results
- around Jan 29, 2027
7 paragraphs in Risk Factors of the 10-K filed Feb 13, 2026 with nothing like them in the 10-K filed Feb 18, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•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.
Similar paragraph at 1 of 75 other Financials companies: AXPRead in the 10-K ↗
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 our business, financial condition, and operating results.
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payments to us. Furthermore, our subsidiaries may be unable to make timely payments to us when needed, which could impair our ability to meet our obligations, pay dividends, repurchase shares, or fund other aspects of our operations and corporate expenses.
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•difficulties in transitioning operations from one country to another without interruption or reduction in the quality of those operations;
•attracting, identifying and retaining qualified personnel in the countries in which we operate;
Read in the 10-K ↗
strategic asset. If we are not successful in developing and maintaining expertise in process excellence, technology and data management, our business performance may be compromised.
Read in the 10-K ↗
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.
Similar paragraph at 1 of 75 other Financials companies: AXPRead in the 10-K ↗
New in the latest 10-Q
44 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
• significant transaction and integration costs or difficulties in connection with the pending USI Acquisition or unknown or inestimable liabilities; and
Read in the 10-Q ↗
• potential impact of the consummation of the pending USI Acquisition on relationships, including with suppliers, customers, employees and regulators.
Read in the 10-Q ↗
Financial statements and notes
2027, with early adoption permitted. Entities may apply the new guidance on a prospective basis, with the option for retrospective application. The Company continues to evaluate the information and processes necessary to comply with the new disclosure requirements.
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On August 30, 2026, Aon plc, Aon North America, Inc. and Cortlandt Acquisition Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with USI Advantage Corp., a Delaware corporation (“USI”), and Uno Aggregator II L.P., as securityholder representative, pursuant to which Aon will acquire USI (the “USI Acquisition”) for an aggregate estimated purchase price of approximately $ 17 billion in cash. USI is a leading middle-market provider of property and casualty, employee benefit, personal risk, and retirement solutions, with more than 10,500 colleagues. The Company expects to fund the acquisition with new debt, a portion of which was raised in advance of the closing date, and the remainder is expected to be raised at close of the USI Acquisition. Refer to Note 9 “Debt” for additional information.
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On September 18, 2026, Aon North America, Inc. entered into a credit agreement in which lenders committed to provide unsecured delayed draw term loan facilities in an aggregate principal amount of $ 4.0 billion, consisting of a $ 2.0 billion term loan facility maturing two years after the closing date of the USI Acquisition and a $ 2.0 billion term loan facility maturing three years after the closing date of the USI Acquisition. The Company intends to use the net proceeds, together with the proceeds of the notes issued on September 17, 2026 described below, for general corporate purposes, including to pay the cash consideration with respect to the USI Acquisition, to settle certain acquired USI debt, and to pay related fees and expenses. The borrowings must be made in a single drawing on the closing date of the acquisition, and can be prepaid at any time without penalty or premium.
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On September 17, 2026, Aon North America, Inc. and Aon Global Holdings plc co-issued $ 13.5 billion in aggregate principal of Senior Notes which included $ 2.0 billion 5.350 % Senior Notes due 2029, $ 3.0 billion 5.625 % Senior Notes due 2031, $ 2.0 billion 5.800 % Senior Notes due 2033, $ 2.75 billion 5.950 % Senior Notes due 2036, $ 1.0 billion 6.100 % Senior Notes due 2038, $ 750 million 6.450 % Senior Notes due 2046, and $ 2.0 billion 6.450 % Senior Notes due 2056. The Company intends to use the net proceeds from the offering, together with the proceeds of the delayed draw term loans described above, for general corporate purposes, including to pay the cash consideration with respect to the USI Acquisition, to settle certain acquired USI
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debt, and to pay related fees and expenses. With the exception of the $ 2.0 billion 6.450 % Senior Notes due 2056, the notes are subject to special mandatory redemption at 101 % of their aggregate principal amount, plus accrued and unpaid interest, if any, if the USI Acquisition is not consummated by a specified date, subject to certain extensions, or upon the occurrence of certain other specified events indicating that the acquisition will not be consummated. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.
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The Company had no commercial paper outstanding as of September 30, 2026 and December 31, 2025.
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(1) Reflects $ 38 million settlements on cash flow hedges entered into and closed within the three months ended September 30, 2026.
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On August 31, 2026, Aon entered into the Merger Agreement with USI, pursuant to which Aon will acquire USI for an aggregate estimated purchase price of approximately $17 billion in cash. USI is a leading middle-market provider of property and casualty, employee benefit, personal risk, and retirement solutions, with more than 10,500 colleagues. The Company expects to fund the acquisition with new debt, a portion of which was raised in advance of the closing date, and the remainder is expected to be raised at close of the USI Acquisition. Refer to Note 9 “Debt” for additional information. The USI Acquisition is expected to be completed in the fourth quarter of 2026, subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including applicable regulatory approval.
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addition to, not instead of, the most directly comparable U.S. GAAP measures and our Condensed Consolidated Financial Statements.
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(4) Reinsurance Solutions revenue for the three and nine months ended September 30, 2026 includes $24 million of revenue resulting from the reversal of previously constrained revenue.
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(3) 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.
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negative cash pool balances exceeds interest income associated with positive cash pool balances, as well as other income producing assets, the net amount is reported as interest expense for both the quarterly and year-to-date periods.
Read in the 10-Q ↗
On September 18, 2026, Aon North America, Inc. entered into a credit agreement in which lenders committed to provide unsecured delayed draw term loan facilities in an aggregate principal amount of $4.0 billion, consisting of a $2.0 billion term loan facility maturing two years after the closing date of the USI Acquisition and a $2.0 billion term loan facility maturing three years after the closing date of the USI Acquisition. The Company intends to use the net proceeds, together with the proceeds of the notes issued on September 17, 2026 described below, for general corporate purposes, including to pay the cash consideration with respect to the USI Acquisition, to settle certain acquired USI debt, and to pay related fees and expenses. The borrowings must be made in a single drawing on the closing date of the acquisition, and can be prepaid at any time without penalty or premium.
Read in the 10-Q ↗
On September 17, 2026, Aon North America, Inc. and Aon Global Holdings plc co-issued $13.5 billion in aggregate principal of Senior Notes which included $2.0 billion 5.350% Senior Notes due 2029, $3.0 billion 5.625% Senior Notes due 2031, $2.0 billion 5.800% Senior Notes due 2033, $2.75 billion 5.950% Senior Notes due 2036, $1.0 billion 6.100% Senior Notes due 2038, $750 million 6.450% Senior Notes due 2046, and $2.0 billion 6.450% Senior Notes due 2056. The Company intends to use the net proceeds from the offering, together with the proceeds of the delayed draw term loans described above, to pay the cash consideration with respect to the USI Acquisition, settle certain acquired USI debt, and to pay related fees and expenses. With the exception of the $2.0 billion 6.450% Senior Notes due 2056, the notes are subject to special mandatory redemption at 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, if the USI Acquisition is not consummated by a specified date, subject to certain extensions, or upon the occurrence of certain other specified events indicating that the acquisition will not be consummated. Refer to Note 7 “Acquisitions and Dispositions of Businesses” for additional information.
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In the third quarter of 2026, S&P’s Global Ratings changed our ‘A-’ outlook to Negative, as compared to a Stable outlook, Moody’s Investor Services changed our ‘Baa2’ outlook to Stable, as compared to a Positive outlook, and Fitch, Inc. placed our ‘BBB+’ rating on Watch Negative, as compared to a Stable outlook, in each case at February 13, 2026 as reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
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contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.
Read in the 10-Q ↗
Risk Factors
The completion of the USI Acquisition is subject to a number of conditions, and if these conditions are not satisfied or waived on a timely basis, the USI Acquisition may not be completed.
Read in the 10-Q ↗
The completion of the USI Acquisition is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). There can be no assurance that the expiration or termination of the applicable waiting period under the HSR Act or the other conditions to the obligations of the parties to effect the USI Acquisition will be satisfied or waived. In particular, foreign, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the USI Acquisition and/or impose conditions on Aon or USI as a condition to completion of the USI Acquisition under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the USI Acquisition will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the USI Acquisition, materially reduce or delay the anticipated benefits of the USI Acquisition or allow the parties to terminate the Merger Agreement. If we are required to divest assets or businesses related to USI, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. If the USI Acquisition, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that we expect to achieve as a result of the USI Acquisition and could result in additional costs or liabilities, loss of revenue and other adverse effects on our business, financial condition and results of operations.
Read in the 10-Q ↗
If the USI Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the potential benefits of completing the USI Acquisition, we will be subject to a number of risks, including the following:
Read in the 10-Q ↗
• we will be required to pay certain costs and expenses relating to the USI Acquisition;
Read in the 10-Q ↗
• we may experience negative reactions from the financial markets, including negative impacts on the market price of our securities;
Read in the 10-Q ↗
• the manner in which clients, vendors, business partners and other third parties perceive us may be negatively impacted, which in turn could affect our ability to compete for new business or to obtain renewals in the marketplace;
Read in the 10-Q ↗
• matters relating to the USI Acquisition (including integration planning) may require substantial commitments of time and resources by management, which could otherwise have been devoted to other opportunities that may have been beneficial to us; and
Read in the 10-Q ↗
• we could be subject to litigation related to any failure to close the USI Acquisition or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
Read in the 10-Q ↗
If the USI Acquisition does not close, these risks may materialize and may adversely affect our business, financial results and the market price of our securities.
Read in the 10-Q ↗
Aon and USI are subject to various uncertainties, including contractual restrictions and requirements, while the USI Acquisition is pending that could adversely affect their businesses, financial condition and results of operations.
Read in the 10-Q ↗
During the pendency of the USI Acquisition, it is possible that customers, suppliers, commercial partners and/or other persons with whom we or USI have a business relationship may elect to delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with us or USI, as the case may be, as a result of the USI Acquisition, which could significantly reduce the expected benefits of the USI Acquisition and/or negatively affect our or USI’s revenues, earnings and cash flows, USI’s future plans and the market price of our securities, regardless of whether the USI Acquisition is completed. Matters relating to the USI Acquisition (including integration planning) have and will continue to require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us. We have incurred significant costs related to the USI Acquisition and associated debt financing, some of which must be paid even if the USI Acquisition is not completed. These costs are substantial and include financial advisory, legal and accounting costs. Each of these risks may be exacerbated by delays or other adverse developments with respect to the completion of the USI Acquisition.
Read in the 10-Q ↗
We may not be able to integrate USI successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of the USI Acquisition may not be realized or may not be realized within the expected time frame.
Read in the 10-Q ↗
We and USI entered into the Merger Agreement with the expectation that the USI Acquisition would result in various benefits, including, among other things, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the USI Acquisition is subject to a number of uncertainties, including whether the businesses and cultures of Aon and USI can be integrated in an efficient and effective manner.
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It is possible that the integration process could take longer than anticipated or that the management of the combined organizations and achievement of anticipated synergies could be more difficult than expected. The integration of USI into the Aon organization could also result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of the USI Acquisition. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the USI Acquisition will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect our future businesses, financial condition, results of operations and prospects.
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We will incur significant transaction and integration-related costs in connection with the USI Acquisition, which could adversely affect our ability to execute our integration plan and achieve the anticipated benefits of the USI Acquisition.
Read in the 10-Q ↗
We expect to incur a number costs associated with the USI Acquisition, combining the organizations and achieving anticipated synergies. These costs will be significant and additional unanticipated costs may also be incurred in connection with the USI Acquisition and combination of the organizations. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses of Aon and USI, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.
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The global effective tax rate that will apply to Aon subsequent to the USI Acquisition is uncertain and may vary from expectations.
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No assurances can be given as to what our global effective tax rate will be after the closing of the USI Acquisition because of, among other things, uncertainty regarding the global mix of income following closing, uncertainty regarding the ability, costs and time necessary to integrate USI’s business operations and entities, uncertainty regarding complex tax rules in the U.S. and the application of those rules to us following closing, and uncertainty with respect to Ireland’s Pillar Two tax regime which will apply to the combined income and taxes of Aon and USI following closing. As a result, our actual global effective tax rate may vary from expectations following the USI Acquisition and that variance may be material.
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Item 6
4.2 Form of 2029 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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4.3 Form of 2031 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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4.4 Form of 2033 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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4.5 Form of 2036 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
Read in the 10-Q ↗
4.6 Form of 2038 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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4.7 Form of 2046 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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4.8 Form of 2056 Notes (including the Guarantees) (included as Exhibit A to Exhibit 4.1)
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^ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aon hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Aon may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
The completion of the USI Acquisition is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). There can be no assurance that the expiration or termination of the applicable waiting period under the HSR Act or the other conditions to the obligations of the parties to effect the USI Acquisition will be satisfied or waived. In particular, foreign, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the USI Acquisition and/or impose conditions on Aon or USI as a condition to completion of the USI Acquisition under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the USI Acquisition will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the USI Acquisition, materially reduce or delay the anticipated benefits of the USI Acquisition or allow the parties to terminate the Merger Agreement. If we are required to divest assets or businesses related to USI, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. If the USI Acquisition, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that we expect to achieve as a result of the USI Acquisition and could result in additional costs or liabilities, loss of revenue and other adverse effects on our business, financial condition and results of operations.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
If the USI Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the potential benefits of completing the USI Acquisition, we will be subject to a number of risks, including the following:
Added10-Q 2026-10-28 vs 10-K 2026-02-13
• we will be required to pay certain costs and expenses relating to the USI Acquisition;
Added10-Q 2026-10-28 vs 10-K 2026-02-13
• we may experience negative reactions from the financial markets, including negative impacts on the market price of our securities;
Added10-Q 2026-10-28 vs 10-K 2026-02-13
• the manner in which clients, vendors, business partners and other third parties perceive us may be negatively impacted, which in turn could affect our ability to compete for new business or to obtain renewals in the marketplace;
Added10-Q 2026-10-28 vs 10-K 2026-02-13
• matters relating to the USI Acquisition (including integration planning) may require substantial commitments of time and resources by management, which could otherwise have been devoted to other opportunities that may have been beneficial to us; and
Added10-Q 2026-10-28 vs 10-K 2026-02-13
• we could be subject to litigation related to any failure to close the USI Acquisition or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
If the USI Acquisition does not close, these risks may materialize and may adversely affect our business, financial results and the market price of our securities.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
Aon and USI are subject to various uncertainties, including contractual restrictions and requirements, while the USI Acquisition is pending that could adversely affect their businesses, financial condition and results of operations.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
During the pendency of the USI Acquisition, it is possible that customers, suppliers, commercial partners and/or other persons with whom we or USI have a business relationship may elect to delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with us or USI, as the case may be, as a result of the USI Acquisition, which could significantly reduce the expected benefits of the USI Acquisition and/or negatively affect our or USI’s revenues, earnings and cash flows, USI’s future plans and the market price of our securities, regardless of whether the USI Acquisition is completed. Matters relating to the USI Acquisition (including integration planning) have and will continue to require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us. We have incurred significant costs related to the USI Acquisition and associated debt financing, some of which must be paid even if the USI Acquisition is not completed. These costs are substantial and include financial advisory, legal and accounting costs. Each of these risks may be exacerbated by delays or other adverse developments with respect to the completion of the USI Acquisition.
Added10-Q 2026-10-28 vs 10-K 2026-02-13
We may not be able to integrate USI successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of the USI Acquisition may not be realized or may not be realized within the expected time frame.
Reworded10-Q 2026-10-28 vs 10-K 2026-02-13
Readers should consider these risks them in addition to the other information contained in this report because as our business, financial condition, condition or results of operations could be materially adversely affected if any of these risks were to actually occur and the occurrence of such risks could cause our actual results to differ materially from those stated in or implied by the forward-looking statements in this document and elsewhere. occur.
The first 13 of 19 are shown (at most 12 of each type).
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