Aon plc

Current report

Risks Related to the USI Acquisition

Current report

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.

Current report

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.

Current report

Failure to complete the USI Acquisition could have an adverse effect on Aon.

Current report

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:

Current report

•we will be required to pay certain costs and expenses relating to the USI Acquisition;

Current report

•we may experience negative reactions from the financial markets, including negative impacts on the market price of our securities;

Current report

•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;

Current report

•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

Current report

•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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

The global effective tax rate that will apply to Aon subsequent to the USI Acquisition is uncertain and may vary from expectations.

Current report

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.