Aon Plc · NYSE:AON
Aon — Merger or Acquisition (August 2026)
22 slides from Aon's merger presentation, Aug 31, 2026
Slide 1: Aon to Acquire USI to Establish the Premier U.S. Middle-Market Platform
Aon to Acquire USI to Establish the Premier U.S. Middle-Market Platform Greg Case President and CEO, Aon Andy Marcell Deputy CEO, Aon SEVP Risk Capital and Human Capital Mike Sicard Chairman and CEO, USI Nadin Virani Interim CFO, Aon August 31, 2026
Slide 2: Safe Harbor Statement
Safe Harbor Statement This communication contains certain statements related to future The following factors, among others, could cause actual results to differ results that may be expected for any future period. Further information results, or states Aon’s intentions, beliefs and expectations or ma
Slide 3: Explanation of Non-GAAP Measures
Explanation of Non-GAAP Measures This communication includes supplemental information not calculated in the substantial majority of NFP’s Wealth business in the fourth quarter of Various factors could cause actual future results to differ materially from accordance with generally accepted accounting
Slide 4: Aon to establish the premier U.S. middle-market platform
Advances leading platform in the large and growing U.S. middle- Aon to establish market segment, extending our differentiated capabilities to provide better choice, superior solutions and greater value for clients the premier U.S. middle-market Expands our direct access to the Excess & Surplus segme
Slide 5: Transaction Overview
Transaction Overview Financials • Purchase price¹ of $17.0B • Net purchase price¹ of $16.7B, reflects ~$278MM of certain tax attributes2 • Revenue3: $3.0B • Synergized Adjusted EBITDA4: $1.2B • Net purchase price multiple of 14.5x synergized Adjusted EBITDA • Adjusted EPS impact: dilutive in 2027, a
Slide 6: Aon United strategy and the 3x3 Plan strengthen our key advantages
Aon United strategy and the 3x3 Plan strengthen our key advantages, differentiate our distinctive context advantage and deliver meaningful, measurable outcomes Context Advantage Better Outcomes • Risk Capital and Human Capital Cultural Aon United connects colleagues, Innovation suite of capabilities
Slide 7: Significant opportunity in U.S. middle market and Excess & Surplus
Significant opportunity in two attractive and growing segments in the insurance sector today: U.S. middle market and Excess & Surplus 2 U.S. Middle Market 1 Excess & Surplus Segment Premiums Admitted Scale & 200,000 5,000+ Growth Middle-market New companies Excess & Surplus (E&S) companies annually
Slide 8: USI is a premier U.S. middle-market broker
USI is a premier U.S. middle-market broker with deep expertise, specialized solutions and integrated operations USI At A Glance $3.0B Annual Revenue 4 • U.S.-based insurance brokerage with HQ in Valhalla, NY Specialty Property & • 200+ offices with more than 10,500 employees 23% Casualty 45% • Ranke
Slide 9: With USI, Aon establishes the premier U.S. middle-market platform
With USI, Aon establishes the premier U.S. middle-market platform to serve clients with better solutions and to amplify our context advantage Aon NFP USI Combined $6.5B1 + + Distinctive Context Strengthened Middle- Advances Premier U.S. Middle- Advantage Market Foundation the Platform = Market Platf
Slide 10: Demonstrated delivery of the 3x3 Plan and NFP integration
Our demonstrated successful delivery of the 3x3 Plan and NFP integration strengthens our ability to achieve revenue and cost synergies 3x3 Plan Impact NFP Impact + …with Clients …with Clients 1 • 10 pts new business generation since 3x3 Plan 4 • 40% higher RFP win rates with analyzer • Client acquis
Slide 11: Strongly positioned for $395MM of value capture
Strongly positioned for $395MM of value capture, with all synergies identified, measured and owned Sources of Value Revenue Synergies1: • Core Commercial Risk, Health and Wealth business • E&S segment expansion: MGA/MGU, Wholesale distribution $115MM 5% of platform3 • Context Advantage: greater insi
Slide 12: Identified revenue and cost synergies supported by a clear execution plan
Identified revenue and cost synergies supported by a clear execution plan Revenue Producer & Client Leaders Risk Capital and Human Capital Distribution Opportunities Capabilities Synergies • Improve producer productivity by • Capitalize on combined Totalis embedding Aon’s and NFP’s tools • Improve c
Slide 13: Clear and tangible path to generating value through synergies
Clear and tangible path to generating value through synergies Progressive Annual Phasing Transaction, Integration and ($MM) Retention Costs2 Run-Rate3 2027E 2028E 2029E • $160MM of transaction costs Net Revenue Synergies1 $321 $49 $176 $261 • $550MM of total integration costs with majority completed
Slide 14: Attractive multiple with achievable synergies
Attractive multiple with achievable synergies Our proven track record realizing synergies and creating value positions us to capture similar platform opportunities across USI, NFP and Aon – driving a fully synergized multiple of 14.5x Financials $MM Seller Buyer Revenue Cost Synergized TTM Q2’26 Adj
Slide 15: Financing / Balance Sheet
Financing / Balance Sheet Leverage Ratio1 Financial Priorities • Expect to maintain current ratings of Baa2 with Moody’s and A- with S&P • Capital allocation algorithm unchanged: USI NFP Acquisition 1. Focus on deleveraging to 2.8-3.0x leverage objective Acquisition in approximately 24 months 4.5x 2
Slide 16: Aon to establish the premier U.S. middle-market platform
Advances leading platform in the large and growing U.S. Aon to establish the middle-market segment premier U.S. middle-market Expands our direct access to the Excess & platform with Surplus segment $17B acquisition of USI, delivering Enhances our industry-leading data platform and greater value to d
Slide 17: Appendices
Appendices Reconciliation of Non-GAAP Measures
Slide 18: Appendix A: Reconciliation of USI Non-GAAP Measures – Adjusted EBITDA
Appendix A: Reconciliation of USI Non-GAAP Measures – Adjusted EBITDA Trailing Twelve Months (TTM) ($ millions) June 30, 2026 Seller Adjusted Buyer Adjustments GAAP Net Income $16 Add: Income Taxes 8 Add: Interest Expense 298 Add: Depreciation and Amortization 406 EBITDA $728 Add: Change in fair val
Slide 19: Appendix B: Reconciliation of Aon Non-GAAP Measures – Organic Revenue Growth
Appendix B: Reconciliation of Aon Non-GAAP Measures – Organic Revenue Growth ($ millions) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Current Period Revenue 11,682 11,627 9,998 10,770 11,013 11,066 12,193 12,479 13,376 15,698 17,181 Prior Year Period Revenue 12,045 11,682 9,409 9,998 10,7
Slide 20: Appendix C: Reconciliation of Aon Operating Income and Diluted Adjusted EPS
Appendix C: Reconciliation of Aon Non-GAAP Measures – Operating Income and Diluted Adjusted Earnings Per Share ($ in millions) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Revenue 11,682 9,409 9,998 10,770 11,013 11,066 12,193 12,479 13,376 15,698 17,181 Operating Income 1,848 1,638 979 1,
Slide 21: Appendix D: Reconciliation of Aon Leverage Ratio
Appendix D: Reconciliation of Aon Leverage Ratio ($ millions) TTM Q4'23 TTM Q2'24 TTM Q4'24 TTM Q4'25 Net Income $ 2,628 $ 2,605 $ 2,720 $ 3,750 Interest Expense 484 612 788 815 Income Tax Expense 541 686 742 1,009 Depreciation of fixed assets 167 179 183 188 Amortization and impairment of intangibl
Slide 22: Investor Relations
Investor Relations Hallie Miller Stephanie Ma Will Tang investor.relations@aon.com