Aon plc filed a current report on September 11, 2026, providing audited and unaudited financial statements of USI, Inc. and unaudited pro forma combined financial information in connection with the planned merger of USI Advantage Corp. into Aon's subsidiary Aon North America, Inc.

Key Highlights

  • Merger Agreement dated August 30, 2026: Aon North America, Inc. entered into an Agreement and Plan of Merger with USI Advantage Corp., with USI Advantage set to survive as a direct, wholly-owned subsidiary of Aon North America, Inc.
  • Audited financials provided: Exhibit 99.1 contains audited consolidated financial statements of USI, Inc. and subsidiaries as of and for the year ended December 31, 2025, audited by Ernst & Young LLP.
  • Unaudited interim financials provided: Exhibit 99.2 contains unaudited consolidated financial statements of USI, Inc. and subsidiaries as of and for the six months ended June 30, 2026.
  • Pro forma financials included: Exhibit 99.3 contains unaudited pro forma combined financial information, including a combined statement of financial position as of June 30, 2026 and combined statements of income for the six months ended June 30, 2026 and the year ended December 31, 2025.
  • Pro forma limitations stated: According to the filing, the pro forma information "is not intended to, and does not purport to, represent what the combined company's actual results or financial condition would have been if the transactions had occurred on the relevant date."
  • Auditor consent filed: The consent of Ernst & Young LLP, independent auditor of USI, is filed as Exhibit 23.1.

Aon Submits USI Financials and Pro Forma Data Ahead of USI Advantage Merger Closing

Aon plc (NYSE:AON), incorporated in Ireland with principal offices at 15 George's Quay, Dublin 2, Ireland, filed this current report in connection with the pending merger involving its indirect wholly-owned subsidiary Aon North America, Inc. As previously disclosed in a current report filed on August 31, 2026, the Merger Agreement was dated August 30, 2026 and involved Aon North America, Inc., USI Advantage Corp., Cortlandt Acquisition Corp. as the merger subsidiary, and Uno Aggregator II L.P. as the securityholder representative. Under the agreement, Cortlandt Acquisition Corp. would merge with and into USI Advantage Corp., with USI Advantage surviving as a direct, wholly-owned subsidiary of Aon North America, Inc.

The September 11, 2026 filing provides three categories of financial information as required exhibits. The first is the audited consolidated financial statements of USI, Inc. and subsidiaries for the year ended December 31, 2025, along with the related report of Ernst & Young LLP. The second is unaudited consolidated financial statements of USI, Inc. and subsidiaries for the six months ended June 30, 2026. The third is unaudited pro forma combined financial information giving effect to the merger and related transactions, presented as if those transactions had become effective on June 30, 2026 for balance sheet purposes and on January 1, 2025 for income statement purposes.

The filing states that the pro forma combined financial information was "prepared for information purposes only and on the basis of certain assumptions and estimates," and that it is not intended to project future results or financial condition. The report was signed by Darren Zeidel, Executive Vice President, General Counsel and Company Secretary of Aon plc, on September 11, 2026.

What Was Disclosed

Aon plc disclosed historical audited and unaudited financial statements of USI, Inc. and unaudited pro forma combined financials in connection with the previously announced merger of USI Advantage Corp. into Aon North America, Inc., as required by applicable securities regulations.