Aon plc Class A M&A announcement

Thank you, Donna, and good morning, everyone. I appreciate you joining us today. I am here with Nadim Virani, Interim CFO, Andy Marcell, Deputy CEO with responsibility for Risk Capital and Human Capital, and Michael Sicard, Chairman and CEO of USI. For reference, we publish slides on our website that supplement our discussion. Today marks an important milestone for Aon and for the standard of client value and client service available to U.S. middle market companies. As risk and complexity continues to rise, middle market companies are not always offered the breadth and depth of solutions available to the large and enterprise market, nor do they have access to a full range of capital sources to fund world-class solutions.

This is why we are very excited to announce that we have entered a definitive agreement to acquire USI, a leading U.S. middle market broker with deep expertise and specialized solutions for property and casualty, employee benefits, personal risk, and retirement. The addition of USI builds on our successful acquisition of NFP. Together, USI, NFP, and Aon establish the premier U.S. middle market platform. The combined platform extends the reach of Aon's differentiated capabilities across the middle market, which has already proven highly impactful to the client leadership of NFP. USI also substantially expands our direct access to E&S and specialty segments and deepens our capability advantage by meaningfully expanding U.S. middle market flow insight in our ABS analytics engine. Post-close, we are very excited to bring a new standard of capability and service to the middle market through our exceptional client leaders.

The purchase price of $17 billion and $16.7 billion net of tax attributes represents a 14.5x synergized EBITDA multiple, and we expect the transaction to be EPS accretive beginning in 2028. Nadim will provide more financial details on the transaction in a few minutes, but I want to emphasize that USI enables us to create significant value across our entire middle market platform that we could not otherwise capture. This is a truly unique asset that strengthens our capabilities in areas we've historically been underrepresented and accelerates growth across Aon. Before we discuss the strategic rationale in more detail, it's my privilege to introduce Michael Sicard. We long admired the exceptional business Mike and the USI team have built, and in every conversation we've had with Mike, our teams walk away more energized about what we will accomplish together.

I'm also pleased to note that following the transaction close, Mike will be appointed President of Aon and Global CEO of Middle Market, leading Aon's combined platform with a team of leaders from USI, NFP, and Aon. Welcome, Mike. Thank you so much, Greg.

I am thrilled to be here today. This combination represents the natural next step for USI to capture the significant and growing opportunity in the U.S. middle market, positioning us to accelerate our momentum as part of the Aon United platform. We already share a common culture, a client-first mindset, and a belief that the best results come from operating as one team. Aon means one in Gaelic, and similarly, USI emphasizes the USI ONE Advantage. These similarities are a strong foundation, but what excites me most is what Aon enables us to do next. Together, we will accelerate growth, broaden our capabilities, and harness the combined strengths of an integrated platform. I'm excited to lead what will be the premier U.S. middle market platform, delivering greater value for our clients by setting a new standard of content, capabilities, and service.

Thank you, Mike. We'll start with a little background. For Aon overall, it's important to understand that this combination builds on our already strong momentum across global Aon, grounded in the strategies we've executed for nearly two decades. We've taken deliberate steps to build what we believe is the industry's most differentiated model. Our context advantage is underpinned by three foundational pillars. First, our cultural advantage. Aon United is the product of more than 15 years building a truly connected global firm that enables colleagues to bring the full breadth of Aon to every client relationship. Second, our organizational advantage. We fundamentally reshaped Aon, putting clients in the center of everything we do. We integrated our risk capital and human capital capabilities across the firm, powered by our Aon Business Services operating and technology engine. This structure allows our colleagues to serve clients with greater connectivity, consistency, and impact.

Third, our data and analytics advantage provides us with a platform uniquely capable of applying AI at scale. Proprietary data and AI-enabled analytics equip our colleagues with greater tools and capabilities, converting insight into actionable solutions to help clients make better decisions. Importantly, these three advantages reinforce one another, enabling Aon to create innovative solutions, access new sources of capital, and expand the universe of insurable risk for our clients. That is the power of our connected and context advantage. Increasing what we can do for clients, expanding our relevance, reducing the protection gap, and growing the overall placement opportunity. The strength of this model is demonstrated in our performance to the 3x3 Plan. We are winning and retaining more clients, innovating faster, and operating more efficiently. Together, these outcomes are driving sustained through the cycle performance. We are just getting started.

Looking ahead, we see two significant opportunities to reinforce our context advantage, and USI uniquely unlocks both. The first is to advance our leading platform in the large and growing U.S. middle market. The second is to expand direct access to the fast-growing E&S segment, where Aon today has a limited footprint. Consider that the middle market opportunity represents approximately one-third of the U.S. commercial P&C market, with more than 200,000 companies in the U.S. employing roughly 48 million people. The addressable market is over $40 billion. These companies are a critical engine of the economy, and there is greater opportunity to meet their increasingly complex needs.