Aon Plc

Sep 16, 2026 at 6:45 PM UTC

Aon: to Acquire USI Conference Call Transcript

Corrected Transcript

31-Aug-2026

Aon Plc (AON)

Business Update Call

CORPORATE PARTICIPANTS

Gregory C. Case Michael J. Sicard

Nadin Virani Andrew Marcell

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OTHER PARTICIPANTS

David Motemaden Elyse Greenspan Pablo S. Singzon

Meyer Shields Bob Huang Andrew Kligerman

MANAGEMENT DISCUSSION SECTION

Operator: Good morning, and thank you for holding. Welcome to Aon Plc's Conference Call.

At this time, all participants are in a listen-only mode until the question-and-answer session of today's conference. [Operator Instructions] I would also like to remind all parties that this call is being recorded. If anyone has an objection, you may disconnect your line at this time.

It is important to note that some of the comments in today's call may constitute certain statements that are forward-looking in nature, as defined by the Private Securities Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. For information concerning these risk factors, please refer to our earnings release for this quarter and our most recent quarterly or annual SEC filings all of which are available on our website.

It is now my pleasure to turn the call over to Greg Case, President and CEO of Aon Plc. Thank you. Please go ahead.

Gregory C. Case

Thank you, Donna, and good morning, everyone, and I appreciate you joining us today. I'm here with Nadin Virani, Interim CFO; Andy Marcell, Deputy CEO and Responsibility for Risk Capital and Human Capital; and Mike Sicard, Chairman and CEO of USI.

For reference, we published 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 US 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're very excited to announce that we've entered a definitive agreement to acquire USI, a leading US 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 US 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 US middle-market flow insight in our ABS analytics engine.

Post-close, we're 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

14.5 times synergized EBITDA multiple and we expect the transaction to be EPS accretive beginning in 2028. Nadin 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.

But before we discuss the strategic rationale in more detail, it's my privilege to introduce Mike 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.

Michael J. Sicard

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 US 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 strength of an integrated platform. I'm excited to lead what will be the premier US middle-market platform delivering greater value for our clients by setting a new standard of content, capabilities and service.

Gregory C. Case

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 strategy 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.

And 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're winning and retaining more clients, innovating faster and operating more efficiently. Together, these outcomes are driving sustained through-the-cycle performance and 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 US middle-market. And 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 US commercial P&C market, with more than 200,000 companies in the US 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.

The same interconnected forces like trade, technology, weather, and workforce, that are reshaping the risk and people environment for our largest clients are creating even greater volatility in the middle-market. But when compared to our large organizations, middle-market companies have less access to the analytics, insights and capital solutions required to address these challenges and build resilience. That creates a meaningful protection gap between the complexity of the decisions these clients must make, the risks they're exposed to, and the solutions available to address their needs. Aon is changing that.

Our investments in technology and talent enhanced by our proprietary data and analytics enable our firm to bring capabilities traditionally available at the largest end of the market to middle-market clients in a way that's tailored, timely and relevant. And over the last two years with NFP, we have seen tangible results of applying our context advantage in the middle-market, which reinforces our conviction that we are well-positioned to accelerate our momentum with the addition of USI. I would add the opportunity is equally compelling in the Excess & Surplus segment, which represents 26% of US commercial P&C premiums. And it's growing at an 18% compound annual rate fueled by the need for increasingly specialized risk solutions. Today, we're only able to write clients with limited direct access to E&S and wholesale distribution, largely through our Totalis Specialty business.

Turning to USI. This addition advances our platform and brings a unified culture and track record of growth, highly developed producer organization and demonstrated leadership. With approximately $11 billion of P&C premium placement and 2,800 producers, USI builds on the middle-market foundation we've strengthened through NFP. Together Aon, NFP and USI will establish the premier $6.5 billion US middle-market platform. With USI, we'll have

deeper direct access to the E&S segment and wholesale distribution. Both the middle-market and wholesale channels are increasingly sources of new client relationships, emerging risk and additional data and insights.

In recent years, USI has invested significantly in its people, platform and technology, which positions the business for accelerated growth going forward. Building on the success of NFP, USI allows us to apply our institutional knowledge across a larger platform, bringing the best of Aon to more clients and more producers, while extending USI's differentiated capabilities into a broader Aon platform. And importantly, we have a clear line of sight and

have a proven action plan to deliver significant revenue and cost synergies that we believe will drive long-term value creation across our combined Aon, NFP and USI platform.

We've been rigorous in identifying where we can accelerate growth through greater producer productivity and retention, broader cross-selling across Risk Capital and Human Capital and expanded access to the E&S segment. We also see meaningful opportunities to improve efficiency by extending ABS across the combined platform, simplifying technology and operations, and leveraging our shared services infrastructure. These are tangible, identified opportunities, grounded in the capabilities we have today and key learnings from the successful integration of NFP and enabled by this transaction. They give us confidence in the growth outlook and long-term value-creation potential of the combined platform, and we look forward to providing updates on our progress and performance against the commitments we've outlined today.

With that overview, let me turn the call over to Nadin to discuss the transaction terms and financials. Nadin, over to you.

Nadin Virani

Thank you, Greg. I'm truly honored to be here for this landmark moment discussing the transaction that says so much about the strength of Aon's strategy and the opportunity ahead. I've been leading Aon's corporate planning and solution line finance team for almost two years now, and I'm looking forward to playing a key role in helping bring this transaction to life and delivering its full potential. This is a transaction that accelerates our US middle-market strategy and unlocks the full capabilities of our platform for our clients, colleagues and our shareholders. Over the next few minutes, I'm going to share some key details on the transaction structure and the significant value-creation opportunity this represents.

There are three points I would like you to take away from this discussion. First, USI is a unique asset that establishes the premier US middle-market platform and materially expands Aon's direct access to the E&S segment; two of the most attractive and fast-growing areas in US commercial insurance.

Second, we are strongly positioned to capture significant value through this transaction. We've done extensive work and identified $395 million in net EBITDA synergies. We've defined work streams that we are ready to execute upon from day one.

Third, as a result of the expansion in our total addressable market and the meaningful synergies we have identified, we have high conviction that this is an acquisition that would generate compelling long-term shareholder value.

But let me begin with an overview of the terms of the agreement. Aon will acquire USI in an all-cash transaction for approximately $17 billion or $16.7 billion net of certain tax attributes. We have a high degree of confidence in our ability to deliver both revenue and cost synergies. And we believe the synergized EBITDA multiple of 14.5

times is an attractive valuation for this unique asset. We plan to fund the acquisition with new debt raised across a range of maturities and expect the transaction to close in Q4 2026, subject to regulatory approvals and customary closing conditions.

Our confidence in execution is grounded in the context advantage, along with the strong middle-market foundation that we have built through our successful acquisition of NFP. This has led to stronger new business generation, higher win rates and sustained margin expansion.

Let me now take you through the value-creation opportunity in more detail. Overall, we have identified $395 million in adjusted EBITDA impact from revenue and cost synergies that we expect to realize across the full middle-market platform. Starting with the revenue synergies, we've identified 23 individual work streams that we believe would generate $321 million in net revenue synergies. This translates to $115 million EBITDA contribution or 29% of our EBITDA synergy target.

Specifically, we see a meaningful opportunity across three primary areas. First, through our producers and client leaders. As Greg noted, we expect to unlock greater producer productivity, including embedding Aon's tools and capabilities across the expanded platform. We expect to drive accelerated cross-sell across Risk Capital and Human Capital products and solutions. At the same time, we will implement best practices to increase producer retention building on our proven playbook from the NFP integration.

The second area of opportunity is through client retention and growth. Through Aon, NFP and USI's capabilities, the client base will have access to a broader set of solutions and channels. For example, we will optimize premium placement by leveraging Aon's existing retail network along USI's owned wholesale capability. This allows us to optimize across the expanded platform and capture more opportunities we could not fully address previously.

Finally, increased distribution opportunities. Last week we reaffirmed our commitment to Totalis Specialty by bringing together the capabilities of NFP and Aon. Using this platform, we will further extend the availability of relevant USI solutions. We also expect to optimize wholesale distribution to market partners and expand access into specialty risk markets through our London and Bermuda market relationships.

Now, let me move to the cost side. We expect to capture $280 million in synergies or 71% of our EBITDA synergy target through 10 identified work streams. You've heard us talk about the proven capabilities of ABS and we will leverage these to enhance service levels, while reducing cost to serve and the administrative load on our producers. We expect to also capture efficiencies and the benefits of integrating technology systems, simplifying and modernizing the technology stack, and leveraging our AI capabilities to drive productivity across the platform. Importantly, these initiatives will do more than lower the cost base. Underpinned by the scale of ABS and our disciplined expense management, we will improve the client experience and create additional investment capacity for growth.

As I mentioned, we have a high degree of confidence in our ability to achieve these synergy targets. As the integration proceeds, we will provide regular updates on our progress against the annual and total EBITDA contribution we have identified. To enable deal success, we anticipate transaction and integration cost of $160 million and $550 million respectively, most of which will be completed by the end of 2028. In addition, we expect retention cost of up to $400 million spread over three years. In total, USI will add $3.3 billion in revenue and $1.2 billion in adjusted EBITDA on a fully synergized trailing 12-month basis. We expect the transactions to be dilutive to EPS in 2027 and accretive in 2028 and thereafter. Importantly, Aon's business performance remains on track. Regarding implications for financial guidance from the acquisition, we will provide further updates at close.

We are pursuing this opportunity, while maintaining our financial strength and disciplined capital allocation. We expect to maintain our current credit ratings and to return to our leverage objective of 2.8 times to 3 times approximately 24 months after close. The principles of our balanced capital allocation model remain the same: Deleveraging our balance sheet, funding a stable and growing dividend, investing in attractive growth opportunities, and returning excess capital to shareholders.

Consistent with this strategy, we do not expect to repurchase shares in the near-term as we prioritize debt repayment. Overall, this transaction is a significant strategic step forward for Aon. USI is one of the market's premier assets and adding it to Aon enhances our reach, our data platform and our addressable market, deepening the context advantage we deliver to our clients. The rationale is clear and compelling, allowing us to expand future growth, margin potential, EPS accretion, and free cash flow generation over time. Most importantly, we believe this transaction is a unique opportunity that will allow us to deliver more for our clients, colleagues and shareholders.

I'll now pass you back to Greg for a few closing thoughts before we take your questions.

Gregory C. Case

Thank you, Nadin. This is a landmark moment for Aon, establishing the premier US middle-market platform, enabling us to deliver better choice, superior solutions and greater value for our clients. Importantly, we believe the advantages of our platform will expand over time as we bring more innovative capabilities to clients, create greater opportunities for colleagues, and generate long-term value for our shareholders.

Now, Mike, Nadin, Andy and I would be happy to take your questions. Back to you, Donna.

QUESTION AND ANSWER SECTION

Operator: Thank you. The floor is now open for questions. [Operator Instructions] Today's first question is coming from David Motemaden of Evercore ISI. Please go ahead.

David Motemaden Q

Hey, thanks. Good morning. Greg, a few times you had mentioned that the deal is expected to accelerate the organic growth of Aon. Maybe you could just elaborate on how much is that something that can break you guys out of the mid-single digit or greater organic growth range? And where do you see that coming from mostly, because it looks like USI actually grew 4% in 2025, which was below Aon? Thank you.

Gregory C. Case A

David, I love the question, is exactly the perfect one to start with, because fundamentally, this is about serving the clients more effectively and serving more of them. This is about organic growth and look for our opportunities in organic growth to continue to increase over time. Again, step back and think about Aon before we get to the premier middle-market platform, we're talking about. We have with the 3x3 Plan and all the capability we build, just continue to double down on our ability to bring better solutions, help clients to make better decisions. You've seen it show up on our growth rates. By the way, we had

two of the last four quarters, we had 10% organic growth in the US here and commercial risk, for example. This, the 3x3 Plan, the capability behind it is working unbelievably well. It creates great, great opportunity and leverage for us, which we're now bringing with the premier platform to the middle-market.

So step back. With USI, with NFP, with the capability we've got in Aon, when we talked about mid-single digit or greater, this is the opportunity for greater, right? In the end, we're going to continue to sort of build and create here and that combination is what it has given us great expectations around overall organic growth. So it's not about NFP by itself or USI by itself or Aon by itself with that platform. And that will be accretive to what will be a more accretive overall Aon. And that's we've proven it. David, we've seen it inside of NFP, bringing that

advantage in a very specific way. Now we're scaling it to more clients in a way that we have high confidence we'll be compelling. But listen, hearing from me is interesting, if you don't mind I think getting Mike just to talk about this, we talked about this at length, in terms of sort of what this might mean and the opportunity in the middle-market. And then even get Andy to chime in on this E&S opportunity that's a new piece, right? That's something it hasn't been in the game before. Now we're talking about it in the game and it really does provide clarity as well on the overall synergy capture. But Mike, your thoughts on organic growth?

Michael J. Sicard A

Yeah, Greg I appreciate that. And a few thoughts and comments from me. I spent my career in this industry and understand and appreciate the true power of the relationships our producers and client team members have with clients and prospective clients, relationships powerfully and importantly matter. Historically, in the middle-market in particular, relationship has been always important and it's been relationship-driven. But relationship alone

relationship stop, it's just not enough, it's got to be relationship plus. And the plus here is the combination of our firms and it's truly extraordinary.

Our combined context advantage, as Greg described, starts with that shared ONE culture, a similar integrated organizational structure of Risk Capital and Human Capital, property and casualty, employee benefits and leveraging the power of data analytics brings an enterprise-grade insight into the middle-market. I see exciting opportunity to leverage the data analytics of Aon and we got prime example of this is as I've seen and you may have as well the Aon Risk Analyzers and just couldn't be more excited about the organic growth potential that's going to come as part of this platform that our producers, our client team members can now leverage and deliver to clients and prospective clients.

Gregory C. Case A

And so think about it, David, that's literally the ABS analytics and that platform package tailored for the middle-market, sort of in the main. Sort of that's your classic middle-market opportunity that Mike's talking about a game-changing opportunity for. And we have a net new area that we haven't been playing in and that's the E&S opportunity. Andy can you talk about that too in terms of an additional piece on the organic growth profile?

Andrew Marcell A

Sure. Thanks, Greg. Okay. USI gives us a few things. One is the direct access to the E&S market and I'll come to that and also Aon to USI gives the USI clients and brokers access to a global retail network, and that's important. I'll come to that in a second. But firstly on the E&S business, which is a growing segment of the market having direct access for our clients to fulfill the Risk Capital promise of agnostic access to capital, which we've been focused on for the last three years. And if you think about that Greg mentioned Totalis Specialty, which is our program and MGU business that has $5.5 billion of premium flowing through. We trade in that platform with 21,000 independent agents.

And when those policies get rejected by the program, it goes back to those independent agents and is then distributed through wholesale channels, but

so we have that business and we actually want to serve it fully and serve all those independent clients in the best ways that we can and it gives better choice. So having this direct access will fulfill that, and there'll be other specialty ways in which we can do that. Again this is the other point, and it's for USI, our learnings with NFP in enabling a mid-market broker to have full access with global retail network Bermuda, London helps give clients choice and there are direct revenue benefits for Aon which are managed and articulated [indiscernible] (00:26:18).

Gregory C. Case A

And literally when we think about it, David, so we now got the core business. We've got E&S, what I hope you to take away from this. And we won't spin around, all four of us on every question but on this one it's about organic growth. Organic growth unlocks the value for clients. And just to be clear, it's the shareholder value key. We grow organically. We unlock everything. And what I hope you pick up here is very specific understanding of what it's going to take. We know the answer now, scaling. Andy just described opportunity that doesn't require new clients. It requires us doing more with existing clients. That's a beautiful thing. By the way, we'll get new clients as well.

We're going to get both. But it really is

it opens the door to kind of the synergy idea that all hinges back on the synergies and the opportunity to capture the revenue and cost synergies. And just like a comment from Nadin on literally how we have line of sight into the synergies which drive exactly what Mike and Andy have just talked about.

Nadin Virani A

Yeah, let me just add to those comments. So, if I echo what we're really excited about, this deal increases our presence in the middle-market and access to E&S, which are two of the fastest-growing segments in US commercial insurance. And as you mentioned, Greg, when we think about this specific transaction, this allows us to offer more products and services to a larger base of clients which will support the organic growth. And as I mentioned earlier, the synergies that we have calculated as part of this transaction method, $321 million of additional revenue growth opportunities. And so ultimately, if we think about this, expanding our addressable market, strengthening our ability to achieve organic revenue growth of mid-single digits or greater comes as part of this deal and importantly through the cycle.

Operator: Thank you. Our next question is coming from Elyse Greenspan of Wells Fargo. Please go ahead.

Elyse Greenspan Q

Hi. Thanks. My first question, I guess, is on the financing, on the transaction. Recognize that you guys have a plan to take up the leverage right and then bring it back down over the next couple of years. Is there any way, once we see how this plays out, as we get closer to close, that you guys would consider an equity component to this transaction, or are you fully committed to funding this all via debt?

Gregory C. Case A

Elyse, why don't I start with an overview and then we can talk specifically about the

some of the mechanics, it's more helpful for you. Listen, we are very pleased to sort of take this on the balance sheet and literally preserve the shareholder value creation, which we believe is going to be quite substantial for our existing shareholders.

Very much I'm pleased to be able to do that and fully ready to attack this opportunity in that way. You saw [indiscernible] (00:29:05) exactly the same way with NFP, where we moved up and then we moved down in a very short period of time faster than we even thought we would look for us to sort of push that in any way we possibly can. And as we drive this, but we're very comfortable with the structure that's going to drive the

a greater shareholder value creation for our shareholders. Nadin?

Nadin Virani A

Yeah, [ph] I don't know if (00:29:25)

we're pursuing this opportunity from a position of strength and we will maintain our disciplined capital allocation approach, which we've talked about before. And as part of this transaction, we'll maintain our current credit rating and we expect to return to our leverage objective of 2.8 times to 3 times in approximately 24 months of closing. So I just want to reiterate that our principles around balanced capital allocation model remain unchanged deleveraging our balance sheet, funding a stable and growing dividend, investing in attractive growth opportunities, and returning excess capital to shareholders. And again, as we've talked about, we did this with NFP. We had a higher leverage ratio, and we were able to bring it down and so we have a track record of demonstrating that.

Elyse Greenspan Q

Thanks. And then my follow-up question. There is some adjustments to revenue, I think it's around $60 million, which I'm assuming is revenue dis-synergy is here. How did you guys come up with that as being the right figure when bringing together right two sizable organizations?

Gregory C. Case A

Again, Elyse we took a very conservative view going back to the baseline core on literally what we're going to build off of as we thought about the synergies. And so these adjustments reflect further making sure we're all counting revenue and in exactly the same way. So we're being very careful about that and we're very stringent on how we can grow that baseline. And then in addition to making sure we build in what is always a natural leakage that occurs. But I would say, if you think about this in the NFP case, our NFP colleagues working together were tremendous. We had incredible experience, producer retention exceptionally strong, stronger post-deal and pre-deal that's unheard of. The overall leadership, Doug Hammond and Mike Goldman, all these guys are phenomenal, in terms of what we're trying to do with our team. And now we've got a next-generation of leaders stepping up in the NFP world to work with Mike. We're incredibly excited about that's going to look like. So we've seen this movie multiple times and certainly saw it in NFP. I learned a lot and I feel very, very good about our ability to sort of maintain the platform as we then strengthen the platform.

Operator: Thank you. The next question is coming from Pablo Singzon of JPMorgan. Please go ahead.

Pablo S. Singzon Q

Hi. Good morning. So what

one element of your disclosure today was retention costs, and I don't think you disclosed that when you announced NFP. I guess the question is, can you talk about your and Greg, I think you touched this already a bit, but your retention expense to NFP and your expectation for USI, the departure of producers is always a key risk for [indiscernible] (00:32:12). And then I was wondering how you're thinking about managing that risk?

Gregory C. Case A

Pablo, your

if organic growth was a perfect kick-off question, our retention about our people and our colleagues is right there with it. This is really the driver. It really is all about our colleagues. And I think I'd start broad, but I think again here getting some comments from my colleagues here will be quite helpful. Look, the principle number one, that guides the work across global Aon, guides the work at NFP is now guiding the work with USI and the platform this new market platform we're creating is a set of principles around this is our challenge first investing and reinforcing, developing our talent.

And then, as Mike described, this isn't talent which is primary, absolutely primary. It isn't talent, stop. It's talent with greater content capability to sit across the table and wow a client. We put that package together that's really what matters more than anything else. And that's where we've invested so heavily to enrich our ability to help clients make better decisions through our colleagues. And again, [ph] stocks are cheap (00:33:13), you've seen this. Our retention all-time high. Producer retention as I described before and in NFP, if you want a specific example, exceptionally strong, I can go on and on. Sentiment, if you think about where it is at Aon, even more so at USI, but Aon and NFP exceptionally strong.

So what I'm trying to highlight here before we get to the investment in the particular situation here, which Nadin can talk about, I want you to get a sense for how high a priority this is for us as we think about our ability to serve

clients more effectively. And then also to be clear, we've done this, we're doing this. This is, again, about the concept areas at scaling, proven concepts in a way that benefit clients more effectively that's the whole program. And that we have it on the organic growth plan and we absolutely have it on the retention plan. Obviously, we're going to invest resources directly behind that in overall retention and maybe Nadin offer some thoughts here in terms of the broad view on what we've got going on.

Nadin Virani A

Yeah. In addition to what Greg said, I would say that we've shared that we contemplated up to $400 million specifically in retention costs. And we've devised a series of programs and structures that will put in place to ensure that we have strong outcomes here. This includes success and learnings from our experience in working with NFP, and we're really encouraged by the strong cultural fit between the two companies, coupled with best-in-class tools and capabilities in the industry we believe that Aon will increasingly be the destination of choice for top talent.

Gregory C. Case A

And here's one quick comment, maybe, Mike, from you around this whole talent piece, because this is a place you and I spent a huge amount of time talking about as we thought about this middle-market platform and what it might mean for our clients?

Michael J. Sicard A

Yeah. Thanks, Greg. I mean, this is a net plus for our people, unquestionably. And I believe as well for the NFP colleagues as well. It's same plus more, right? On a same basis they continue to be the relationship lead with their clients and prospective clients. And now the more is the already existing powerful solution tool and support platform they have today has now further expanded exponentially domestic and international, both on a Risk Capital and the Human Capital side, access to even more expanded proprietary tool, solutions and programs, technology support and solutions, account management, account executive and vertical expertise support. It's an exponentially greater capability than they had yesterday or will have upon close of the transaction. This is clearly a net plus for our people.

Gregory C. Case A

Excellent. Thanks.

Operator: Thank you. The next question is coming from Meyer Shields of KBW. Please go ahead.

Meyer Shields Q

Thanks so much. I'm just going to E&S, because what I'm trying to understand is, is the plan for the increased utilization of E&S on Aon retail brokerage or is Aon sort of entering the

or reentering the third-party wholesale world again?

Gregory C. Case A

So let's take a step back, Meyer, you're asking about this piece, which is straight net new. We have access now to this overall market. We're talking about expanding the access. Again, primary area here is, matching capital with client need, reduce volatility, that's really what's going on. Greater access to do that. But Andy, how would you describe sort of the steps we're taking to make that happen?

Andrew Marcell A

I think in the first case, I usually [indiscernible] (00:36:28) about Totalis Specialty. So the ability to serve our clients in a complete way, sort of accessing the E&S market in a direct basis is going to help our retention and awareness and relevance in that space. Additionally, when we think about our specialty business and our global access with NFP, with USI, how we access directly, which is new for us, the E&S markets using our analytics and our insights and going direct to wholesale market, to the E&S market it's going to be better for us and better for our clients, as they have more immediate choice. And that the

the point that we should not be missed is that how the USI broker network can utilize a global retail broking network produces the greatest yield and the greatest choice. So, yes, E&S is super important for us. We actually have a connected, placement strategy with USI, with NFP, with Aon as one is the most important step.

Operator: Thank you. The next question is coming from Bob Huang of Morgan Stanley. Please go ahead.

Bob Huang Q

Yeah. Hi. Maybe I'd like to kind of hear your thoughts a little bit on the technology integration. Is that something you can unpack a little bit of more? If we think about USI, right, like the USI ONE system, it is essentially is from our perspective, a very integrated analytics tool that brings essentially like a proprietary platform and brings

everything together. It also does feel like Aon has something similar along that line as well. As we see the two companies come together, can you maybe just unpack the technology strategy, in terms of directional travel, where integrated platform works or is USI going to be kept on a separate system? So just curious how do you think about everything in between, so?

Gregory C. Case A

Love it, Bob, absolutely fantastic. By the way, we probably won't be able to get into the entire technology strategy and unpack it I don't know with a few minutes here on the call, but it's incredibly fundamental. Again, this is the

this is the premier middle-market platform. We mean platform. This is a connected platform. This is, Aon assets, USI assets, NFP assets operating in a single market platform in the context of what we do across in the North American theater. So this is connected on areas like analytics and capability. Think about the ABS platform from what we have and how it's been built and evolved over time. Now we're connected and even more effectively. So look, that's going to come together. I do want to call on Mike again. He and Mindy Simon has spent real time on this, in terms of the thinking about the opportunities here. And I think it might come away with a lot of excitement about how we can take principles that are very aligned, objectives very aligned and do something pretty special to accelerate the ABS capability we've got and in doing so, accelerate the ability to serve across this platform.

Michael J. Sicard A

Hey Greg, when you and I first started talking and then when I further got the chance to spend time with Mindy, it's amazing how similar the proprietary platforms and technologies are that we've built over time at USI and you've built with the team at Aon. It's a very similar concept. How do you use data to turn that into insight and

analytics? How do you provide a full breadth and depth of solutions that are customized to each and every client? So how does one individual relationship person not just deliver their solo expertise, of course they do. They bring their experience, their knowledge, their relationship, but how do they make sure that they're simultaneously the concierge and conduit the entire platform of solutions and ideas, customized and applied, to that individual client in prospect. And so what we're going to be able to do now is, I think, a very complementary combination of our technologies. Our USI proprietary technology is heavily, heavily focused on the US middle-market and Aon also has a tremendous strength in larger risk management segment. I think is a great complementary toolset that we'll be bringing together.

Gregory C. Case A

And I just would remind one more thing here, Bob, it's so important. [indiscernible] (00:40:29), well, that sounds like it could be difficult. But you are worried about [indiscernible] (00:40:30), listen what's just been accomplished by Mindy, our COO, and all of the infrastructure on the 3x3 Plan is massively complex. You didn't hear a word about it that's because it was handled flawlessly. We have a connected global platform across 60,000. The middle-market platform is a subset of that. It's within the construct of that. We know that play exceedingly well. It's been proven across global Aon. Now we're going to apply it in the middle-market platform. So again, back to the idea of the synergies, the capture, the understanding that Nadin talked about, we have very specific line of sight led by Mindy across global Aon, now across the North American theater, now in the US middle-market premier platform. So this is all connected. This is all turbocharged to win both individually in a local market area powered by what we have globally. So we're incredibly excited about the momentum.

The other piece that this gives us is think about it, this is innovation and at scale. When we get it right, one part of the world it's now around the world immediately. That's unheard of in our industry. That's what this gives us. And then finally, if I could, this is about back to AI. We said it many, many times the AI is not a strategy. The strategy is client leadership, client value. AI reinforces that, accelerates that. And we've been doing this since 2009, in terms of sort of back to what we've done. And so now we are accelerating, the 3x3 Plan accelerated. And so AI actually helps to accelerate what we're doing here as part of the middle-market platform. So great question and a fundamental part of not just our ability to deliver on the strategy, but also capture the synergies that come with it.

Operator: Thank you. The next question is coming from Andrew Kligerman of TD Cowen. Please go ahead.

Andrew Kligerman Q

Hey, thanks for taking the question and congrats on the transaction. A question around USI and NFP. How do those two operations initially looked from the get go? Are they separate entities? Do you not combine them? Where is the brand going to go with those two companies? Just kind of curious, when those two organizations come together and what the name is going to be? Is it going to be Aon over time?

And then quickly, also on the Excess & Surplus, I looked at slide 8 and I see that 23% in specialty, a piece of that specialty is wholesale. So I'm going to guesstimate maybe $100 million, $200 million of revenue maybe comes from wholesale. I mean, is that something that could massively grow at Aon from a very small base? And I'll stop there. Thank you.

Gregory C. Case A

Well, Andrew, first of all, thanks for the questions. I really appreciate you chiming in this morning. Listen, you come back and we're going to lay this out more and more as we unfold not just the synergies and some of the overall approach. Understand, this is an absolute integrated, connected, premier middle-market platform. And under Mike's leadership, when you think about it, Mike Schneider and the role he now plays, Ethan Foxman and the role he plays in NFP. This is the team coming together, with support from Doug Hammond in an Executive Chairman role. This is an integrated team coming together under Mike's leadership to really address the questions you're raising in a way that's connected, driven and all there to deliver better client outcomes, full stop. And in doing so, win more clients, do more with them, keep them longer, organic growth. That machine we know how it works. We've proven it. Now we're scaling it. So that's how it's going to all come together. That's, the leadership team as you will see, will be cutting across all three of those groups, one single leadership team.

Again, that's why the technology and the business services platform fits within that as well. So this is a very clear guided plan with a real simple message, the most premier opportunity in middle-market for our clients and for our producers, for our client leaders. That, by the way, is going to just keep innovating. So where we stop now, it's just an interesting placeholder. What we want to do is keep innovating around that more and more and more. So that's the thought on the middle-market side. And then

and Andy as you think about sort of the E&S side your reactions overall?

Andrew Marcell A

Yeah, I'd say, we

when do you think about the E&S possibilities for us, you think of it in the context of third-party specialty, which has the MGA, MGU programs. The USI has a complementary element to that, but most important it has the direct access to the E&S market with the wholesaler. MGA and MGU has historically has been growing a 15% CAGR so we're committed to that space. That additional capability enables us to serve our specialty business, in the NFP and Aon network with our well, we think a our market-leading analytics that would enable us to win and expand our footprint there. I'm sure that the footprint in the wholesales in USI is quite small, but by combining it with Totalis Specialty and taking this broader view, we're very confident we can accelerate growth.

Operator: Thank you. Ladies and gentlemen, that is all the time we have today for questions. I'd like to turn the floor back over to Mr. Case for closing comments.

Gregory C. Case

Thank you, Donna. And we just want to again appreciate you all joining on this special call. Obviously, a unique opportunity, a moment in our history. And as we said at the beginning, less about our history and more about what we can do on behalf of middle-market clients with this combined US premier platform, which we're very excited to sort of embark on post-close. So again, thanks for the time today and look forward to updating you on our progress as we move forward. Thanks so much.

Operator: Ladies and gentlemen, this concludes today's event. You may disconnect your lines or log off the webcast at this time and enjoy the rest of your day.

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