Filed by Aon Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

 

Subject Company: Hewitt Associates, Inc.

Commission File No.: 001-31351

 

Commission File No. for Registration Statement
on Form S-4: 333-168320

 

This press release was issued by Aon Corporation on July 30, 2010.

 



 

 

 

Investor Relations

 

News from Aon

 

Aon Reports Second Quarter 2010 Results

 

Second Quarter Highlights

 

·                  Total revenue increased 1% to $1.9 billion with a decline in organic revenue of 1%

·                  EPS from continuing operations was $0.63 and adjusted EPS from continuing operations, excluding certain items, increased 7% to $0.81

·                  Brokerage revenue increased 1% to $1.6 billion with a decline in organic revenue of 1%

·                  Brokerage operating margin was 19.2% and the adjusted operating margin, excluding certain items, increased 200 basis points to 21.0%

·                  Consulting revenue increased 6% to $317 million with an increase in organic revenue of 2%

·                  Consulting operating margin was 14.2% and the adjusted operating margin, excluding certain items, decreased 20 basis points to 14.8%

·                  Repurchased 1.2 million shares of common stock for $50 million

·                  Subsequent to close of the quarter, announced the merger of Hewitt Associates, Inc. with Aon Consulting, creating a global leader in human capital solutions

 

CHICAGO, IL — July 30, 2010 - Aon Corporation (NYSE: AON) today reported results for the second quarter ended June 30, 2010.

 

Net income attributable to Aon stockholders was $153 million or $0.54 per share, compared to $149 million or $0.51 per share for the prior year quarter.  Net income attributable to Aon stockholders from continuing operations increased 22% to $179 million or $0.63 per share, compared to $147 million or $0.50 per share for the prior year quarter.  Net income per share attributable to Aon stockholders from continuing operations, excluding certain items, increased 7% to $0.81 compared to $0.76 for the prior year quarter.  Certain items that impacted second quarter results and comparisons with the prior year quarter are detailed in the reconciliation of non-GAAP measures on page 12 of this press release.

 

“Our second quarter results reflect strong operational performance in Brokerage and Consulting.  In Brokerage, our Americas business delivered a two percent increase in organic revenue highlighted by strong growth in Latin America and benefits related to the global risk insight platform.  Consulting delivered a two percent increase in organic revenue highlighted by strong growth in international health and benefits and compensation consulting.  On an adjusted basis, total operating margins increased 110 basis points, including a 200 basis point increase in Brokerage operating margins, and EPS from continuing operations increased seven percent,” said Greg Case, president and chief executive officer.  “Our GRIP platform, Aon Broking initiatives and restructuring programs are expected to deliver long-term growth and significant margin improvement in Brokerage.  In addition, we continue to make substantial investments across our firm, including the recently announced merger of Hewitt with Aon, which upon close, will substantially strengthen our position as the preeminent global professional services firm focused on risk and human capital solutions.”

 



 

SECOND QUARTER FINANCIAL SUMMARY

 

Total revenue increased 1% to $1.9 billion from the prior year quarter due to a 2% increase from acquisitions, primarily Allied North America, net of dispositions, and a 1% increase from foreign currency translation, partially offset by a 1% organic decline in commissions and fees and a 21% decline in fiduciary investment income.

 

Total operating expenses decreased 2% or $32 million to $1.6 billion due primarily to a $64 million decrease in restructuring related expenses and benefits related to the 2007 and Aon Benfield restructuring programs, partially offset by a non-cash charge to pension expense of $49 million and an estimated $10 million unfavorable impact from foreign currency translation.

 

Restructuring expenses were $31 million in the second quarter compared to $95 million in the prior year quarter.  Including the second quarter expenses, the Company has incurred 96% of the $905 million of total costs necessary to deliver savings under the 2007 and Aon Benfield restructuring programs.  An analysis of restructuring-related expenses by segment and type are detailed on page 13 of this release.

 

Restructuring savings in the second quarter related to the 2007 restructuring program are estimated at $113 million compared to $51 million in the prior year quarter.  Of the estimated restructuring savings in the second quarter, $95 million were related to the Brokerage segment primarily from workforce reductions.  Before any potential reinvestment of savings, the 2007 restructuring program is expected to deliver $536 million of annualized run-rate cost savings by the end of 2010.

 

Restructuring savings in the second quarter related to the Aon Benfield restructuring program are estimated at $24 million compared to $10 million in the prior year quarter.  Before any potential reinvestment of savings, the Benfield restructuring program is expected to deliver cumulative cost savings of $90-100 million in 2010 and $122 million in 2011.

 

Currency fluctuations in the second quarter favorably impacted adjusted net income from continuing operations by $0.02 per diluted share when the Company translates prior year quarter results at current quarter foreign exchange rates.

 

Effective tax rate on net income from continuing operations was 24.5% in the second quarter.  Excluding the impact of the 40% tax rate applied to the non-cash charge to pension expense of $49 million, the effective tax rate on net income from continuing operations in the second quarter was 27.5% compared to 27.1% in the prior year quarter. The company anticipates an underlying tax rate on continuing operations of 28% for 2010.

 

Average diluted shares outstanding decreased to 282.6 million in the second quarter compared to 292.7 million in the prior year quarter due primarily to the Company’s share repurchase program.  During the quarter, the Company repurchased 1.2 million shares of common stock for $50 million.  The company has approximately $165 million remaining under the share repurchase program previously authorized in 2005 and $2 billion under the share repurchase program previously authorized in 2010.

 

Discontinued Operations after-tax loss of $26 million is primarily related to the settlement of legacy litigation previously disclosed in the Company’s SEC filings.  The prior year quarter

 

2



 

after-tax income of $2 million includes results for the run-off property and casualty insurance operations.

 

SECOND QUARTER SEGMENT REVIEW

 

Certain noteworthy items impacted operating income and operating margins in the second quarter of 2010 and 2009.  The second quarter segment reviews provided below include supplemental information related to organic revenue, adjusted operating income and operating margin which is described in detail on the “Reconciliation of Non-GAAP Measures - Organic Revenue” on page 11 and “Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share” on page 12 of this press release.

 

RISK AND INSURANCE BROKERAGE SERVICES

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

(millions)

 

Second Quarter Ended

 

 

 

Less:

 

Acquisitions,

 

 

 

Commissions,

 

Jun 30,

 

Jun 30,

 

%

 

Currency

 

Divestitures,

 

Organic

 

Fees and Other

 

2010

 

2009

 

Change

 

Impact

 

Other

 

Revenue

 

Retail

 

$

1,214

 

$

1,186

 

2

%

1

%

2

%

(1

)%

Reinsurance

 

359

 

372

 

(3

)

1

 

(1

)

(3

)

Subtotal

 

$

1,573

 

$

1,558

 

1

%

1

 

1

 

(1

)

Investment Income

 

14

 

19

 

(26

)%

 

 

 

 

 

 

Total Revenue

 

$

1,587

 

$

1,577

 

1

%

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services total revenue increased 1% to $1.6 billion compared to the prior year quarter due to a 1% favorable impact from foreign currency translation on commissions and fees and a 1% increase from acquisitions, primarily Allied North America, net of dispositions, partially offset by a 1% organic decline in commissions and fees and a $5 million or 26% decline in fiduciary investment income.

 

Retail organic revenue declined 1% compared to the prior year quarter.  By geographic region in Retail, the Americas organic revenue increased 2% due to strong growth in Latin America and benefits related to the global risk insight platform (GRIP), partially offset by the impact of soft pricing and lower exposure units on the renewal book portfolio in U.S. Retail.  U.K. organic revenue decreased 6% due primarily to weak economic conditions and lower exposure units.  EMEA organic revenue decreased 3% due to weak economic conditions and lower exposure units in Continental Europe and Ireland, partially offset by modest growth in emerging markets.  APAC organic revenue increased 3% reflecting solid growth in Australia and New Zealand, partially offset by weak economic conditions in Japan and Thailand.  Reinsurance organic revenue decreased 3% due primarily to higher cedent retentions and soft pricing globally in treaty placements, partially offset by an increase in revenue from capital markets transactions.

 

3



 

 

 

Second Quarter Ended

 

 

 

 

 

Jun 30,

 

Jun 30,

 

%

 

(millions)

 

2010

 

2009

 

Change

 

Revenue

 

$

1,587

 

$

1,577

 

1

%

Expenses

 

 

 

 

 

 

 

Compensation and benefits

 

909

 

932

 

(2

)

Other expenses

 

373

 

444

 

(16

)

Total operating expenses

 

1,282

 

1,376

 

(7

)

 

 

 

 

 

 

 

 

Operating income

 

$

305

 

$

201

 

52

%

Operating margin

 

19.2

%

12.7

%

 

 

 

 

 

 

 

 

 

 

Operating income - adjusted

 

$

334

 

$

300

 

11

%

Operating margin - adjusted

 

21.0

%

19.0

%

 

 

 

Compensation and benefits for the second quarter decreased 2% or $23 million compared to the prior year quarter due primarily to a $42 million decrease in restructuring related costs and benefits related to the restructuring programs, partially offset by the inclusion of operating expenses related to recent acquisitions and a $4 million unfavorable impact from foreign currency translation.  Other expenses for the second quarter decreased 16% or $71 million from the prior year quarter due primarily to a $21 million decrease in restructuring related costs and benefits related to the restructuring programs, partially offset by a $3 million unfavorable impact from foreign currency translation and the inclusion of operating expenses related to recent acquisitions.

 

Second quarter operating income increased 52% to $305 million.  Adjusting for certain items detailed on page 12 of this press release, operating income increased 11% or $34 million to $334 million and operating margin increased 200 basis points to 21.0% compared to the prior year quarter due primarily to benefits of the restructuring programs, partially offset by a decline in organic revenue and a $5 million or 26% decrease in investment income.

 

CONSULTING

 

(millions)

 

Second Quarter Ended

 

 

 

Less:

 

Less:
Acquisitions,

 

 

 

Commissions,

 

Jun 30,

 

Jun 30,

 

%

 

Currency

 

Divestitures,

 

Organic

 

Fees and Other

 

2010

 

2009

 

Change

 

Impact

 

Other

 

Revenue

 

Services

 

$

265

 

$

251

 

6

%

1

%

3

%

2

%

Outsourcing

 

51

 

49

 

4

 

2

 

3

 

(1

)

Subtotal

 

$

316

 

$

300

 

5

%

1

%

2

%

2

%

Investment Income

 

1

 

 

N/A

 

 

 

 

 

 

 

Total Revenue

 

$

317

 

$

300

 

6

%

 

 

 

 

 

 

 

Consulting total revenue increased 6% to $317 million compared to the prior year quarter due primarily to a 2% organic increase in commissions and fees, 2% increase from acquisitions, primarily J.P. Morgan Compensation and Benefits Strategies, net of dispositions, and a 1% favorable impact from foreign currency translation. Organic revenue in Consulting Services increased 2% primarily reflecting strong growth in global compensation consulting and international health and benefits brokerage, partially offset by the impact of weak economic conditions on retirement consulting.  Organic revenue in Outsourcing declined 1% due to lower payroll counts impacting certain employee benefits and retirement outsourcing contracts.

 

4



 

 

 

Second Quarter Ended

 

 

 

 

 

Jun 30,

 

Jun 30,

 

%

 

(millions)

 

2010

 

2009

 

Change

 

Revenue

 

$

317

 

$

300

 

6

%

Expenses

 

 

 

 

 

 

 

Compensation and benefits

 

194

 

184

 

5

 

Other expenses

 

78

 

75

 

4

 

Total operating expenses

 

272

 

259

 

5

 

 

 

 

 

 

 

 

 

Operating income

 

$

45

 

$

41

 

10

%

Operating margin

 

14.2

%

13.7

%

 

 

 

 

 

 

 

 

 

 

Operating income - adjusted

 

$

47

 

$

45

 

4

%

Operating margin - adjusted

 

14.8

%

15.0

%

 

 

 

Compensation and benefits for the second quarter increased 5% or $10 million from the prior year quarter including a $4 million increase from the inclusion of operating expenses related to recent acquisitions.  Other expenses increased 4% or $3 million from the prior year quarter including a $2 million increase from the inclusion of operating expenses related to recent acquisitions, partially offset by benefits related to the 2007 restructuring program.

 

Second quarter operating income increased 10% to $45 million.  Adjusting for certain items detailed on page 12 of this press release, operating income increased 4% or $2 million to $47 million and operating margin decreased 20 basis points to 14.8% versus the prior year quarter.

 

INCOME FROM CONTINUING OPERATIONS

 

 

 

Second Quarter Ended

 

 

 

 

 

Jun 30,

 

Jun 30,

 

%

 

(millions)

 

2010

 

2009

 

Change

 

Risk and Insurance Brokerage Services

 

$

305

 

$

201

 

52

%

Consulting

 

45

 

41

 

10

 

Unallocated revenue

 

 

11

 

(100

)

Unallocated expenses

 

(82

)

(33

)

148

 

Operating income from continuing operations before tax

 

$

268

 

$

220

 

22

%

Interest income

 

4

 

2

 

100

 

Interest expense

 

(33

)

(26

)

27

 

Other income (expense)

 

5

 

14

 

(64

)

Income from continuing operations before tax

 

$

244

 

$

210

 

16

%

 

Unallocated revenue declined $11 million compared to the prior year quarter.  The prior year quarter reflected revenue related to the Company’s equity ownership in certain insurance investment funds acquired with Benfield.  Unallocated expenses increased $49 million to $82 million due primarily to a non-cash charge to pension expense of $49 million, which resulted from an adjustment to the market-related value of plan assets to properly reflect the merger of two U.S. pension plans in 1999Interest expense increased $7 million to $33 million due to an increase in the average rate on outstanding debt.  Other income was $5 million

 

5



 

in the second quarter compared to $14 million in the prior year quarter.  The prior year quarter primarily included the recognition of a $5 million gain on the extinguishment of a portion of the Company’s trust preferred securities and gains related to the sales of certain businesses.

 

Conference Call and Webcast Details

 

The Company will host a conference call on Friday, June 30, 2010 at 7:30 a.m. central time.  Interested parties can listen to the conference call via a live audio webcast at www.aon.com.

 

About Aon

 

Aon Corporation (NYSE: AON) is a leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting. Through its more than 36,000 colleagues worldwide, Aon delivers distinctive client value via innovative and effective risk management and workforce productivity solutions. Aon’s industry-leading global resources and technical expertise are delivered locally through more than 500 offices in more than 120 countries. Named the world’s best broker by Euromoney magazine’s 2008, 2009 and 2010 Insurance Survey, Aon also ranked highest on Business Insurance’s listing of the world’s largest insurance brokers based on commercial retail, wholesale, reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M. Best deemed Aon the number one insurance broker based on brokerage revenues in 2007, 2008 and 2009, and Aon was voted best insurance intermediary, best reinsurance intermediary and best employee benefits consulting firm in 2007, 2008 and 2009 by the readers of Business Insurance. Visit http://www.aon.com for more information on Aon and http://www.aon.com/unitedin2010 to learn about Aon’s global partnership and shirt sponsorship with Manchester United.

 

Safe Harbor Statement

 

This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the ability to obtain governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; the failure of stockholders of Hewitt Associates, Inc. (“Hewitt”) to approve the proposal to adopt the merger agreement; the failure of the stockholders of Aon Corporation (“Aon”) to approve the proposal to approve the issuance of shares of Aon common stock to Hewitt stockholders in the merger; the loss of key Aon or Hewitt employees following the merger; the risk that the Aon and Hewitt businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships with customers, partners and others; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; general economic conditions in different countries in which Aon and Hewitt do business around the world; changes in global equity and fixed income markets that could affect the return on invested assets; fluctuations in exchange and interest rates that could impact revenue and expense; rating agency actions that could affect Aon’s ability to borrow funds; changes in the funding status of Aon’s various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; Aon’s ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings; the impact on risk and insurance services commission revenues of changes in the availability of, and the premium insurance carriers charge for, insurance and reinsurance products, including the impact on premium rates and market capacity attributable to catastrophic events; the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions; the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from error and omissions claims against Aon or Hewitt; the extent to which Aon and Hewitt retain existing clients and attract new businesses; the extent to which Aon and Hewitt manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that Aon and Hewitt currently provide, or will provide in the future, to clients; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and Hewitt operate, particularly given the global scope of Aon’s and Hewitt’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and Hewitt do business; and the ability to realize the

 

6



 

anticipated benefits to Aon of the Benfield merger.  Further information concerning Aon, Hewitt, and their business, including factors that potentially could materially affect Aon’s and Hewitt’s financial results, is contained in Aon’s and Hewitt’s filings with the Securities and Exchange Commission (the “SEC”).  See Aon’s and Hewitt’s Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

 

Additional Information

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any vote or approval.  This communication is being made in respect of the proposed transaction involving Aon and Hewitt.  In connection with the proposed merger, Aon filed with the SEC a registration statement on Form S-4 that included a preliminary joint proxy statement of Aon and Hewitt that also constitutes a preliminary prospectus of Aon, and each of the companies may be filing with the SEC other documents regarding the proposed transaction. At the appropriate time, Aon and Hewitt will mail the definitive joint proxy statement/prospectus regarding the proposed merger to their respective stockholders. Before making any voting or investment decision, investors and stockholders are urged to read carefully in their entirety the definitive joint proxy statement/prospectus regarding the proposed transaction and any other relevant documents filed by either Aon or Hewitt with the SEC when they become available because they will contain important information about the proposed transaction.  You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov), by accessing Aon’s website at www.aon.com under the heading “Investor Relations” and then under the link “SEC Filings” and from Aon by directing a request to Aon at Aon Corporation, 200 E. Randolph Street, Chicago, Illinois 60601, Attention: Investor Relations, and by accessing Hewitt’s website at www.hewitt.com under the heading “Investor Relations” and then under the link “Reports & SEC Filings” and from Hewitt by directing a request to Hewitt at Hewitt Associates, Inc., 100 Half Day Road, Lincolnshire, Illinois 60069, Attention: Investor Relations.

 

Aon and Hewitt and their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Aon’s directors and executive officers in its definitive proxy statement filed with the SEC on April 7, 2010. You can find information about Hewitt’s directors and executive officers in its definitive proxy statement filed with the SEC on December 16, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents from Aon and Hewitt using the contact information above.

 

Explanation of Non-GAAP Measures

 

This communication includes supplemental information related to organic revenue and several additional measures including expenses, margins and income per share, that exclude the effects of restructuring charges and certain other noteworthy items that affected results for the comparable periods.  Organic revenue excludes from reported revenues the impact of foreign exchange, acquisitions, divestitures, transfers between business units, reimbursable expenses and unusual items.  The impact of foreign exchange is determined by translating last year’s revenue, expense or net income at this year’s foreign exchange rates.  Reconciliations are provided in the attached schedules.  Supplemental organic revenue information and additional measures that exclude the effects of the restructuring charges and certain other items do not affect net income or any other GAAP reported amounts.  Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors.  They should be viewed in addition to, not in lieu of, the Company’s Consolidated Statements of Income.  Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments.

 

#

 

Investor Contact:

 

Media Contact:

Scott Malchow

 

David Prosperi

Vice President, Investor Relations

 

Vice President, Global Public Relations

312-381-3983

 

312-381-2485

 

7


 


 

Aon Corporation

Consolidated Statements of Income (Unaudited)

 

 

 

Second Quarter Ended

 

Six Months Ended

 

(millions except per share data)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other

 

$

1,883

 

$

1,863

 

1

%

$

3,774

 

$

3,684

 

2

%

Fiduciary investment income

 

15

 

19

 

(21

)

28

 

44

 

(36

)

Total revenue

 

1,898

 

1,882

 

1

 

3,802

 

3,728

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

1,169

 

1,134

 

3

 

2,332

 

2,148

 

9

 

Other general expenses

 

461

 

528

 

(13

)

929

 

994

 

(7

)

Total operating expenses

 

1,630

 

1,662

 

(2

)

3,261

 

3,142

 

4

 

Operating income

 

268

 

220

 

22

 

541

 

586

 

(8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4

 

2

 

100

 

5

 

9

 

(44

)

Interest expense

 

(33

)

(26

)

27

 

(67

)

(55

)

22

 

Other income

 

5

 

14

 

(64

)

12

 

13

 

(8

)

Income from continuing operations before income taxes

 

244

 

210

 

16

 

491

 

553

 

(11

)

Income taxes (1)

 

60

 

57

 

5

 

121

 

165

 

(27

)

Income from continuing operations

 

184

 

153

 

20

 

370

 

388

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations before income taxes

 

(41

)

2

 

N/A

 

(39

)

93

 

N/A

 

Income taxes (2)

 

(15

)

 

N/A

 

(13

)

41

 

N/A

 

Income (loss) from discontinued operations

 

(26

)

2

 

N/A

 

(26

)

52

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

158

 

155

 

2

 

344

 

440

 

(22

)

Less: Net income attributable to the noncontrolling interests

 

5

 

6

 

(17

)

13

 

11

 

18

 

Net income attributable to Aon stockholders

 

$

153

 

$

149

 

3

%

$

331

 

$

429

 

(23

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Aon stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

179

 

$

147

 

22

%

$

357

 

$

377

 

(5

)%

Income (loss) from discontinued operations

 

(26

)

2

 

N/A

 

(26

)

52

 

N/A

 

Net income

 

$

153

 

$

149

 

3

%

$

331

 

$

429

 

(23

)%

Basic net income (loss) per share attributable to Aon stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.64

 

$

0.52

 

23

%

$

1.29

 

$

1.32

 

(2

)%

Income (loss) from discontinued operations

 

(0.09

)

 

N/A

 

(0.10

)

0.19

 

N/A

 

Net income

 

$

0.55

 

$

0.52

 

6

%

$

1.19

 

$

1.51

 

(21

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share attributable to Aon stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.63

 

$

0.50

 

26

%

$

1.27

 

$

1.29

 

(2

)%

Income (loss) from discontinued operations

 

(0.09

)

0.01

 

N/A

 

(0.09

)

0.18

 

N/A

 

Net income

 

$

0.54

 

$

0.51

 

6

%

$

1.18

 

$

1.47

 

(20

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

282.6

 

292.7

 

(3

)%

281.7

 

292.2

 

(4

)%

 


(1)          Tax rate for continuing operations is 24.5% and 27.1% for the second quarters ended June 30, 2010 and 2009, respectively, and 24.7% and 29.8% for the six months ended June 30, 2010 and 2009, respectively.  The underlying tax rate on continuing operations for 2010 is approximately 28%.

 

(2)          Tax rate for discontinued operations is 34.6% and 34.9% for the second quarters ended June 30, 2010 and 2009, respectively, and 33.0% and 44.6% for the six months ended June 30, 2010 and 2009, respectively.

 

8



 

Aon Corporation

Revenue from Continuing Operations (Unaudited)

 

 

 

Second Quarter Ended

 

Six Months Ended

 

(millions)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

Organic
Revenue (1)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

Organic
Revenue (1)

 

Commissions, Fees and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services

 

$

1,573

 

$

1,558

 

1

%

(1

)%

$

3,147

 

$

3,077

 

2

%

(2

)%

Consulting

 

316

 

300

 

5

 

2

 

638

 

608

 

5

 

 

Total Operating Segments

 

$

1,889

 

$

1,858

 

2

%

(1

)%

$

3,785

 

$

3,685

 

3

%

(2

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiduciary Investment Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services

 

$

14

 

$

19

 

(26

)%

 

 

$

27

 

$

43

 

(37

)%

 

 

Consulting

 

1

 

 

N/A

 

 

 

1

 

1

 

 

 

 

Total Operating Segments

 

$

15

 

$

19

 

(21

)%

 

 

$

28

 

$

44

 

(36

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services

 

$

1,587

 

$

1,577

 

1

%

 

 

$

3,174

 

$

3,120

 

2

%

 

 

Consulting

 

317

 

300

 

6

 

 

 

639

 

609

 

5

 

 

 

Unallocated

 

 

11

 

(100

)

 

 

 

11

 

(100

)

 

 

Intersegment

 

(6

)

(6

)

 

 

 

(11

)

(12

)

(8

)

 

 

Total

 

$

1,898

 

$

1,882

 

1

%

 

 

$

3,802

 

$

3,728

 

2

%

 

 

 


(1)          Organic revenue excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items.  Change in organic revenue, a non-GAAP measure, is reconciled to the corresponding U.S. GAAP percent change in revenue on page 11 of this release.

 

9


 


 

Aon Corporation

Segments (Unaudited)

 

Risk and Insurance Brokerage Services

 

 

 

Second Quarter Ended

 

Six Months Ended

 

(millions)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

June 30,
2010

 

June 30,
2009

 

Percent Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other

 

$

1,573

 

$

1,558

 

1

%

$

3,147

 

$

3,077

 

2

%

Fiduciary investment income

 

14

 

19

 

(26

)

27

 

43

 

(37

)

Total revenue

 

1,587

 

1,577

 

1

 

3,174

 

3,120

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

909

 

932

 

(2

)

1,860

 

1,769

 

5

 

Other general expenses

 

373

 

444

 

(16

)

752

 

827

 

(9

)

Total operating expenses

 

1,282

 

1,376

 

(7

)

2,612

 

2,596

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

305

 

$

201

 

52

%

$

562

 

$

524

 

7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin

 

19.2

%

12.7

%

 

 

17.7

%

16.8

%

 

 

 

Consulting

 

 

 

Second Quarter Ended

 

Six Months Ended

 

(millions)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

June 30,
2010

 

June 30,
2009

 

Percent Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other

 

$

316

 

$

300

 

5

%

$

638

 

$

608

 

5

%

Fiduciary investment income

 

1

 

 

N/A

 

1

 

1

 

 

Total revenue

 

317

 

300

 

6

 

639

 

609

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

194

 

184

 

5

 

390

 

346

 

13

 

Other general expenses

 

78

 

75

 

4

 

155

 

152

 

2

 

Total operating expenses

 

272

 

259

 

5

 

545

 

498

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

45

 

$

41

 

10

%

$

94

 

$

111

 

(15

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin

 

14.2

%

13.7

%

 

 

14.7

%

18.2

%

 

 

 

Total Operating Income

 

 

 

Second Quarter Ended

 

Six Months Ended

 

(millions)

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

June 30,
2010

 

June 30,
2009

 

Percent Change

 

Risk and Insurance Brokerage Services

 

$

305

 

$

201

 

52

%

$

562

 

$

524

 

7

%

Consulting

 

45

 

41

 

10

 

94

 

111

 

(15

)

Unallocated revenue

 

 

11

 

(100

)

 

11

 

(100

)

Unallocated expenses

 

(82

)

(33

)

148

 

(115

)

(60

)

92

 

Total operating income

 

$

268

 

$

220

 

22

%

$

541

 

$

586

 

(8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating margin

 

14.1

%

11.7

%

 

 

14.2

%

15.7

%

 

 

 

10


 


 

Aon Corporation

Reconciliation of Non-GAAP Measures - Organic Revenue (Unaudited)

 

 

 

Second Quarter Ended

 

(millions)
Commissions, Fees and Other

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

Less:
Currency
Impact (1)

 

Less:
Acquisitions,
Divestitures &
Other

 

Organic
Revenue (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail brokerage

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

616

 

$

574

 

7

%

3

%

2

%

2

%

United Kingdom

 

167

 

181

 

(8

)

(1

)

(1

)

(6

)

Europe, Middle East & Africa

 

291

 

308

 

(6

)

(4

)

1

 

(3

)

Asia Pacific

 

140

 

123

 

14

 

10

 

1

 

3

 

Total Retail brokerage

 

1,214

 

1,186

 

2

 

1

 

2

 

(1

)

Reinsurance brokerage

 

359

 

372

 

(3

)

1

 

(1

)

(3

)

Total Risk and Insurance Brokerage Services

 

1,573

 

1,558

 

1

 

1

 

1

 

(1

)

Consulting Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting services

 

265

 

251

 

6

 

1

 

3

 

2

 

Outsourcing

 

51

 

49

 

4

 

2

 

3

 

(1

)

Total Consulting

 

316

 

300

 

5

 

1

 

2

 

2

 

Total Operating Segments

 

$

1,889

 

$

1,858

 

2

%

1

%

2

%

(1

)%

 

 

 

Six Months Ended

 

(millions)
Commissions, Fees and Other

 

June 30,
2010

 

June 30,
2009

 

Percent
Change

 

Less:
Currency
Impact (1)

 

Less:
Acquisitions,
Divestitures &
Other

 

Organic
Revenue (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail brokerage

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

1,103

 

$

1,051

 

5

%

3

%

3

%

(1

)%

United Kingdom

 

288

 

297

 

(3

)

2

 

(1

)

(4

)

Europe, Middle East & Africa

 

768

 

755

 

2

 

3

 

2

 

(3

)

Asia Pacific

 

241

 

207

 

16

 

14

 

 

2

 

Total Retail Brokerage

 

2,400

 

2,310

 

4

 

4

 

2

 

(2

)

Reinsurance brokerage

 

747

 

767

 

(3

)

3

 

(2

)

(4

)

Total Risk and Insurance Brokerage Services

 

3,147

 

3,077

 

2

 

3

 

1

 

(2

)

Consulting Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting services

 

540

 

514

 

5

 

3

 

1

 

1

 

Outsourcing

 

98

 

94

 

4

 

4

 

2

 

(2

)

Total Consulting

 

638

 

608

 

5

 

3

 

2

 

 

Total Operating Segments

 

$

3,785

 

$

3,685

 

3

%

3

%

2

%

(2

)%

 


(1)   Currency impact is determined by translating last year’s revenue at this year’s foreign exchange rates.

 

(2)   Organic revenue excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items.

 

11



 

Aon Corporation

Reconciliation of Non-GAAP Measures - Operating Income and Diluted Earnings Per Share (Unaudited) (1)

 

 

 

Second Quarter Ended June 30, 2010

 

Six Months Ended June 30, 2010

 

(millions)

 

Risk and
Insurance
Brokerage
Services

 

Consulting

 

Unallocated
Income &
Expense

 

Total

 

Risk and
Insurance
Brokerage
Services

 

Consulting

 

Unallocated
Income &
Expense

 

Total

 

Revenue

 

$

1,587

 

$

317

 

$

(6

)

$

1,898

 

$

3,174

 

$

639

 

$

(11

)

$

3,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - as reported

 

$

305

 

$

45

 

$

(82

)

$

268

 

$

562

 

$

94

 

$

(115

)

$

541

 

Restructuring charges

 

29

 

2

 

 

31

 

98

 

9

 

 

107

 

Pension adjustment

 

 

 

49

 

49

 

 

 

49

 

49

 

Operating income (loss) - as adjusted

 

$

334

 

$

47

 

$

(33

)

$

348

 

$

660

 

$

103

 

$

(66

)

$

697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margins - as adjusted

 

21.0

%

14.8

%

N/A

 

18.3

%

20.8

%

16.1

%

N/A

 

18.3

%

 

 

 

Second Quarter Ended June 30, 2009

 

Six Months Ended June 30, 2009

 

(millions)

 

Risk and
Insurance
Brokerage
Services

 

Consulting

 

Unallocated
Income &
Expense

 

Total

 

Risk and
Insurance
Brokerage
Services

 

Consulting

 

Unallocated
Income &
Expense

 

Total

 

Revenue

 

$

1,577

 

$

300

 

$

5

 

$

1,882

 

$

3,120

 

$

609

 

$

(1

)

$

3,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - as reported

 

$

201

 

$

41

 

$

(22

)

$

220

 

$

524

 

$

111

 

$

(49

)

$

586

 

Restructuring charges

 

92

 

3

 

 

95

 

132

 

6

 

 

138

 

Pension curtailment

 

4

 

1

 

 

5

 

(54

)

(20

)

(4

)

(78

)

Benfield integration costs

 

2

 

 

 

2

 

12

 

 

 

12

 

Anti-bribery and compliance initiatives

 

1

 

 

 

1

 

2

 

 

 

2

 

Operating income (loss) - as adjusted

 

$

300

 

$

45

 

$

(22

)

$

323

 

$

616

 

$

97

 

$

(53

)

$

660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margins - as adjusted

 

19.0

%

15.0

%

N/A

 

17.2

%

19.7

%

15.9

%

N/A

 

17.7

%

 

 

 

Second Quarter Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(millions except per share data)

 

2010

 

2009

 

2010

 

2009

 

Operating income - as adjusted

 

$

348

 

$

323

 

$

697

 

$

660

 

Interest income

 

4

 

2

 

5

 

9

 

Interest expense

 

(33

)

(26

)

(67

)

(55

)

Other income

 

5

 

14

 

12

 

13

 

Income from continuing operations before income taxes - as adjusted

 

324

 

313

 

647

 

627

 

Income taxes (2)

 

89

 

86

 

169

 

176

 

Income from continuing operations - as adjusted

 

235

 

227

 

478

 

451

 

Less: Net income attributable to noncontrolling interests

 

5

 

6

 

13

 

11

 

Income from continuing operations attributable to Aon stockholders - as adjusted

 

$

230

 

$

221

 

$

465

 

$

440

 

Diluted earnings per share from continuing operations - as adjusted

 

$

0.81

 

$

0.76

 

$

1.65

 

$

1.51

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

282.6

 

292.7

 

281.7

 

292.2

 

 


(1)         Certain noteworthy items impacting operating income in 2010 and 2009 are described in this schedule. The items shown with the caption “as adjusted” are non-GAAP measures.

 

(2)         The effective tax rate for continuing operations is 24.5% and 27.1% for the second quarters ended June 30, 2010 and 2009, respectively, and 24.7% and 29.8% for the six months ended June 30, 2010 and 2009, respectively (U.S. GAAP). Reconciling items are generally taxed at the effective tax rate. However, the second quarter and six months 2010 U.S. GAAP effective tax rate was adjusted to 27.5% and 26.1%, respectively, to exclude the impact of the 40% tax rate applied to the $49 million U.S. pension expense adjustment for prior years. In addition, the six months 2009 U.S. GAAP effective tax rate was adjusted to 28.0% to exclude the impact of the 40% tax rate applied to the $83 million U.S. pension curtailment gain.

 

12



 

Aon Corporation

Restructuring Plans (Unaudited) (1)

 

2007 Restructuring Plan

 

By Type:

 

 

 

Actual

 

 

 

(millions)

 

Full
Year
2007

 

Full
Year
2008

 

Full
Year
2009

 

Second
Quarter
2010

 

Six
Months
2010

 

Total
to
Date

 

Estimated
Total

 

Workforce reduction

 

$

17

 

$

166

 

$

251

 

$

16

 

$

73

 

$

507

 

$

509

 

Lease consolidation

 

22

 

38

 

78

 

7

 

13

 

151

 

152

 

Asset impairments

 

4

 

18

 

15

 

1

 

2

 

39

 

39

 

Other costs associated with restructuring

 

3

 

29

 

13

 

1

 

4

 

49

 

50

 

Total restructuring and related expenses

 

$

46

 

$

251

 

$

357

 

$

25

 

$

92

 

$

746

 

$

750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Brokerage Services

 

$

41

 

$

234

 

$

322

 

$

23

 

$

83

 

$

680

 

$

684

 

Consulting

 

5

 

17

 

35

 

2

 

9

 

66

 

66

 

Total restructuring and related expenses

 

$

46

 

$

251

 

$

357

 

$

25

 

$

92

 

$

746

 

$

750

 

 

Benfield Restructuring Plan

 

By Type:

 

 

 

 

 

Operations

 

 

 

(millions)

 

Purchase
Price
Allocation (2)

 

Full
Year
2009

 

Second
Quarter
2010

 

Six
Months
2010

 

Total
to
Date

 

Estimated
Total

 

Workforce reduction

 

$

32

 

$

38

 

$

3

 

$

8

 

$

78

 

$

96

 

Lease consolidation

 

22

 

14

 

2

 

5

 

41

 

49

 

Asset impairments

 

 

2

 

1

 

1

 

3

 

6

 

Other costs associated with restructuring

 

1

 

1

 

 

1

 

3

 

4

 

Total restructuring and related expenses

 

$

55

 

$

55

 

$

6

 

$

15

 

$

125

 

$

155

 

 


(1)          In the Consolidated Statements of Income, workforce reductions are included in “Compensation and benefits”;  lease consolidations, asset impairments, and other costs associated with restructuring are included in “Other general expenses”.

 

(2)   Represents costs associated with the execution of restructuring activity identified at the acquisition date (November 30, 2008).

 

13



 

Aon Corporation

Condensed Consolidated Statements of Financial Position

 

 

 

As of

 

(millions)

 

June 30,
2010

 

December 31,
2009

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

260

 

$

217

 

Short-term investments

 

474

 

422

 

Receivables, net

 

1,994

 

2,052

 

Fiduciary assets (1)

 

12,226

 

10,835

 

Other current assets

 

543

 

463

 

Total Current Assets

 

15,497

 

13,989

 

Goodwill

 

5,710

 

6,078

 

Intangible assets, net

 

753

 

791

 

Fixed assets, net

 

450

 

461

 

Investments

 

301

 

319

 

Other non-current assets

 

1,245

 

1,320

 

Total Assets

 

$

23,956

 

$

22,958

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Fiduciary liabilities

 

$

12,226

 

$

10,835

 

Short-term debt and current portion of long-term debt

 

370

 

10

 

Accounts payable and accrued liabilities

 

1,192

 

1,535

 

Other current liabilities

 

350

 

260

 

Total Current Liabilities

 

14,138

 

12,640

 

Long-term debt

 

1,601

 

1,998

 

Pension and other post employment liabilities

 

1,716

 

1,889

 

Other non-current liabilities

 

1,023

 

1,000

 

Total Liabilities

 

18,478

 

17,527

 

Total Aon Stockholders’ Equity

 

5,428

 

5,379

 

Noncontrolling interests

 

50

 

52

 

Total Equity

 

5,478

 

5,431

 

Total Liabilities and Equity

 

$

23,956

 

$

22,958

 

 


(1) Includes short-term investments:  2010 - $3,805, 2009 - $3,329.

 

14



 

Aon Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

 

Six Months Ended

 

(millions)

 

June 30,
2010

 

June 30,
2009

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

344

 

$

440

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

(Gains) losses from sales of businesses, net

 

33

 

(94

)

Depreciation of fixed assets

 

62

 

73

 

Amortization of intangible assets

 

56

 

45

 

Stock compensation expense

 

123

 

95

 

Deferred income taxes

 

(16

)

3

 

Change in assets and liabilities:

 

 

 

 

 

Change in funds held on behalf of clients

 

633

 

113

 

Receivables, net

 

2

 

138

 

Accounts payable and accrued liabilities

 

(343

)

(305

)

Restructuring reserves

 

(18

)

(3

)

Current income taxes

 

46

 

75

 

Pension and other post employment liabilities

 

(41

)

(320

)

Other assets and liabilities

 

(9

)

(163

)

Cash Provided by Operating Activities

 

872

 

97

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Sales of long-term investments

 

77

 

16

 

Purchase of long-term investments

 

(15

)

(17

)

Net (purchases) sales of short-term investments - non-fiduciary

 

(79

)

116

 

Net purchases of short-term investments - funds held on behalf of clients

 

(633

)

(113

)

Acquisition of businesses, net of cash acquired

 

(65

)

(40

)

Proceeds from sale of businesses

 

10

 

138

 

Capital expenditures

 

(71

)

(53

)

Cash Provided by (Used for) Investing Activities

 

(776

)

47

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Purchase of treasury stock

 

(100

)

(125

)

Issuance of stock for employee benefit plans

 

81

 

89

 

Repayments of debt

 

(2

)

(31

)

Cash dividends to stockholders

 

(82

)

(83

)

Cash Used for Financing Activities

 

(103

)

(150

)

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

50

 

(39

)

Net Increase (Decrease) in Cash and Cash Equivalents

 

43

 

(45

)

Cash and Cash Equivalents at Beginning of Period

 

217

 

582

 

Cash and Cash Equivalents at End of Period

 

$

260

 

$

537

 

 

15



 

Safe Harbor Statement

 

This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the ability to obtain governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; the failure of stockholders of Hewitt Associates, Inc. (“Hewitt”) to approve the proposal to adopt the merger agreement; the failure of the stockholders of Aon Corporation (“Aon”) to approve the proposal to approve the issuance of shares of Aon common stock to Hewitt stockholders in the merger; the loss of key Aon or Hewitt employees following the merger; the risk that the Aon and Hewitt businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships with customers, partners and others; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; general economic conditions in different countries in which Aon and Hewitt do business around the world; changes in global equity and fixed income markets that could affect the return on invested assets; fluctuations in exchange and interest rates that could impact revenue and expense; rating agency actions that could affect Aon’s ability to borrow funds; changes in the funding status of Aon’s various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; Aon’s ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings; the impact on risk and insurance services commission revenues of changes in the availability of, and the premium insurance carriers charge for, insurance and reinsurance products, including the impact on premium rates and market capacity attributable to catastrophic events; the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions; the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from error and omissions claims against Aon or Hewitt; the extent to which Aon and Hewitt retain existing clients and attract new businesses; the extent to which Aon and Hewitt manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that Aon and Hewitt currently provide, or will provide in the future, to clients; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and Hewitt operate, particularly given the global scope of Aon’s and Hewitt’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and Hewitt do business; and the ability to realize the anticipated benefits to Aon of the Benfield merger.  Further information concerning Aon, Hewitt, and their business, including factors that potentially could materially affect Aon’s and Hewitt’s financial results, is contained in Aon’s and Hewitt’s filings with the Securities and Exchange Commission (the “SEC”).  See Aon’s and

 



 

Hewitt’s Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

 

Additional Information

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any vote or approval.  This communication is being made in respect of the proposed transaction involving Aon and Hewitt.  In connection with the proposed merger, Aon filed with the SEC a registration statement on Form S-4 that included a preliminary joint proxy statement of Aon and Hewitt that also constitutes a preliminary prospectus of Aon, and each of the companies may be filing with the SEC other documents regarding the proposed transaction. At the appropriate time, Aon and Hewitt will mail the definitive joint proxy statement/prospectus regarding the proposed merger to their respective stockholders. Before making any voting or investment decision, investors and stockholders are urged to read carefully in their entirety the definitive joint proxy statement/prospectus regarding the proposed transaction and any other relevant documents filed by either Aon or Hewitt with the SEC when they become available because they will contain important information about the proposed transaction.  You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov), by accessing Aon’s website at www.aon.com under the heading “Investor Relations” and then under the link “SEC Filings” and from Aon by directing a request to Aon at Aon Corporation, 200 E. Randolph Street, Chicago, Illinois 60601, Attention: Investor Relations, and by accessing Hewitt’s website at www.hewitt.com under the heading “Investor Relations” and then under the link “Reports & SEC Filings” and from Hewitt by directing a request to Hewitt at Hewitt Associates, Inc., 100 Half Day Road, Lincolnshire, Illinois 60069, Attention: Investor Relations.

 

Aon and Hewitt and their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Aon’s directors and executive officers in its definitive proxy statement filed with the SEC on April 7, 2010. You can find information about Hewitt’s directors and executive officers in its definitive proxy statement filed with the SEC on December 16, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents from Aon and Hewitt using the contact information above.