Aon (AON) 8-K Aon Reports Fourth Quarter and Full Year 2009 Results

Exhibit 99.1

Investor Relations

News from Aon

Aon Reports Fourth Quarter and Full Year 2009 Results

Fourth Quarter Highlights

·Total revenue increased 9% to $2.1 billion with a decline in organic revenue of 2%

·EPS from continuing operations was $0.49 and adjusted EPS from continuing operations, excluding certain items, increased 20% to $0.96

·Brokerage revenue increased 8% to $1.7 billion with a decline in organic revenue of 1%

·Brokerage pretax margin was 11.5% and the adjusted pretax margin, excluding certain items, increased 160 basis points to 21.4%

·Consulting revenue increased 2% to $350 million with a decline in organic revenue of 4%

·Consulting pretax margin was 17.4% and the adjusted pretax margin, excluding certain items, increased 240 basis points to 21.4%

·Repurchased 8.6 million shares of common stock for $340 million

·Increased estimated annualized savings for the 2007 restructuring program by $69 million to $536 million, and costs necessary to achieve savings by $50 million to $750 million

·Completed acquisitions of Allied North America and FCC Global Insurance Services in construction and Carpenter Moore Insurance Services in professional liability

CHICAGO, IL — February 5, 2010 - Aon Corporation (NYSE: AON) today reported results for the fourth quarter and full year ended December 31, 2009.

Net income attributable to Aon stockholders was $198 million or $0.69 per share, compared to a loss of $6 million or $0.02 per share for the prior year quarter.  Net income attributable to Aon stockholders from continuing operations increased 15% to $142 million or $0.49 per share, compared to $123 million or $0.42 per share for the prior year quarter.  Net income attributable to Aon stockholders from continuing operations per share, excluding certain items, increased 20% to $0.96 compared to $0.80 for the prior year quarter.  Certain items that impacted fourth 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 fourth quarter results reflect solid operational performance across both Brokerage and Consulting.  On an adjusted basis, total pretax margin increased 190 basis points and EPS from continuing operations increased 20 percent, despite difficult economic conditions and a 63 percent decline in investment income.  Colleagues globally have done an outstanding job supporting our clients in a very challenging year, and we begin 2010 in a position of strength in the industry,” said Greg Case, president and chief executive officer.  “Recent investments across our organization in construction, professional liability, claims consulting and key talent continue to strengthen our client-serving capability, while our restructuring programs continue to deliver additional cost savings and margin improvement.  With the achievement of a 20% adjusted pretax margin in Brokerage for 2009, we are establishing a new long-term pretax margin target

of 25% for the Brokerage segment.  Finally, our balance sheet and strong cash flow provide significant financial flexibility to create shareholder value, as highlighted by the repurchase of an additional $340 million of stock during the quarter, and the authorization of a new two billion dollar share repurchase program subsequent to the close of 2009.”

FOURTH QUARTER FINANCIAL SUMMARY

Total revenue increased 9% to $2.1 billion due to a 6% increase from foreign currency translation and a 5% increase from acquisitions, primarily Benfield, net of dispositions, partially offset by a $24 million or 63% decline in investment income.

Total operating expenses increased 10% or $162 million to $1.8 billion due primarily to an estimated $96 million unfavorable impact from foreign currency translation, an $88 million increase in restructuring related expenses and the inclusion of Benfield operating expenses, partially offset by benefits related to the 2007 and Aon Benfield restructuring programs and lower errors and omissions expense resulting from insurance recoveries.

Restructuring expenses were $175 million in the fourth quarter compared to $87 million in the prior year quarter.  An analysis of restructuring-related expenses by segment and type for both the 2007 and Aon Benfield restructuring programs are detailed on page 13 of this release.

Restructuring savings in the fourth quarter related to the 2007 restructuring program are estimated at $108 million compared to $32 million in the prior year quarter.  Of the estimated restructuring savings in the fourth quarter, $90 million were related to the Brokerage segment primarily from workforce reduction.  Before any potential reinvestment of savings, the 2007 restructuring program delivered $269 million of cumulative cost savings in 2009, and is now expected to deliver $536 million of annualized run-rate cost savings by the end of 2010, primarily as a result of additional cost savings opportunities to streamline support functions globally.

Restructuring savings in the fourth quarter related to the Aon Benfield restructuring program are estimated at $17 million.  Before any potential reinvestment of savings, the Benfield restructuring program delivered $45 million of cumulative cost savings in 2009, and is expected to deliver cumulative cost savings of $90-100 million in 2010 and $122 million in 2011.

Currency fluctuations in the fourth quarter favorably impacted adjusted net income from continuing operations by $0.05 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 decreased to 25.4% for the fourth quarter compared to 28.2% for the prior year quarter due primarily to changes in the geographical distribution of income. The Company anticipates an effective tax rate on net income from continuing operations of 28.0% for 2010.

Average diluted shares outstanding decreased to 287.8 million in the fourth quarter compared to 291.4 million in the prior year quarter due primarily to the Company’s share repurchase program.  During the quarter, the Company repurchased 8.6 million shares of common stock for $340 million.  The company has approximately $265 million remaining under the existing share repurchase program previously authorized in 2005.

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Discontinued Operations after-tax income was $56 million or $0.20 per share in the fourth quarter compared to an after-tax loss of $129 million or $0.44 per share in the prior year quarter.  The fourth quarter primarily reflects the recognition of a foreign tax credit carryback related to the completed sale of Combined Insurance Companies of America (CICA).  The prior year quarter included an estimated $116 million loss on disposal of the property and casualty insurance operations and the results of Automobile Insurance Specialists (AIS).

FOURTH QUARTER SEGMENT REVIEW

Certain noteworthy items impacted pretax income and pretax margins in the fourth quarter of 2009 and 2008.  The fourth quarter segment reviews provided below include supplemental information related to organic revenue growth, adjusted pretax income and pretax margin which is described in detail on the “Reconciliation of Non-GAAP Measures - Organic Revenue Growth” on page 11 and “Reconciliation of Non-GAAP Measures - Segments and Diluted Earnings Per Share” on page 12 of this press release.

RISK AND INSURANCE BROKERAGE SERVICES

	Fourth Quarter Ended						Less:		Less: Acquisitions,		Organic
(millions) Commissions, Fees and Other	Dec 31, 2009		Dec 31, 2008		% Change		Currency Impact		Divestitures, Other		Revenue Growth
Retail	$	1,347	$	1,285	5	%	7	%	(1	)%	(1	)%
Reinsurance	339		247		37		4		35		(2	)
Subtotal	$	1,686	$	1,532	10	%	6		5		(1	)
Investment Income	14		37		(62	)%
Total Revenue	$	1,700	$	1,569	8	%

Risk and Insurance Brokerage Services total revenue increased 8% to $1.7 billion compared to the prior year quarter due to a 6% favorable impact from foreign currency translation on commissions and fees and a 5% increase from acquisitions, primarily Benfield, net of dispositions, partially offset by a $23 million or 62% decline in investment income.

Retail organic revenue declined 1% compared to the prior year quarter.  By geographic region in Retail, the Americas organic revenue was similar to the prior year quarter as strong growth in Latin America and strong new business growth in U.S. retail was offset by the impact of soft pricing and lower exposure units on renewal business in Canada and U.S. retail.  U.K. organic revenue decreased 9% due primarily to weak economic conditions, soft pricing and lower new business.  EMEA organic revenue increased 2% due to strong growth in emerging markets, partially offset by weak economic conditions in Continental Europe.  APAC organic revenue was similar to the prior year reflecting strong growth in emerging markets partially offset by soft market conditions in Australia.  Reinsurance organic revenue decreased 2% due primarily to higher cedent retentions in treaty business, partially offset by new business growth in treaty placements globally, facultative and capital markets transactions.

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	Fourth Quarter Ended
(millions)	Dec 31, 2009			Dec 31, 2008			% Change
Revenue	$	1,700		$	1,569		8	%
Expenses
Compensation and benefits	1,099			934			18
Other expenses	407			425			(4	)
Total operating expenses	1,506			1,359			11
Operating income	$	194		$	210		(8	)%
Other income (expense)	2			3			(33	)
Pretax income	$	196		$	213		(8	)%
Pretax margin	11.5		%	13.6		%
Pretax income - adjusted	$	363		$	310		17	%
Pretax margin - adjusted	21.4		%	19.8		%

Compensation and benefits for the fourth quarter increased 18% or $165 million compared to the prior year quarter including an $88 million increase in restructuring related costs, a $54 million unfavorable impact from foreign currency translation and increased operating expenses from the Benfield merger, partially offset by benefits related to the restructuring programs.  Other operating expenses for the fourth quarter decreased 4% or $18 million from the prior year quarter due primarily to lower errors and omissions expense resulting from insurance recoveries and benefits related to the restructuring programs, partially offset by a $25 million unfavorable impact from foreign currency translation and the inclusion of Benfield operating expenses.

Fourth quarter pretax income decreased 8% to $196 million.  Adjusting for certain items detailed on page 12 of this press release, pretax income increased 17% or $53 million to $363 million and pretax margin increased 160 basis points to 21.4% versus the prior year quarter due primarily to benefits of the restructuring programs and lower errors and omissions expense, partially offset by a $23 million decrease in investment income.

CONSULTING

	Fourth Quarter Ended						Less:		Less: Acquisitions,		Organic
(millions) Commissions, Fees and Other	Dec 31, 2009		Dec 31, 2008		% Change		Currency Impact		Divestitures, Other		Revenue Growth
Services	$	299	$	289	3	%	5	%	2	%	(4	)%
Outsourcing	51		52		(2	)	3		(3	)	(2	)
Subtotal	$	350	$	341	3	%	5	%	2	%	(4	)%
Investment Income	—		1		(100	)%
Total Revenue	$	350	$	342	2	%

Consulting total revenue increased 2% to $350 million compared to the prior year quarter due primarily to a 5% favorable impact from foreign currency translation and a 2% increase from acquisitions, net of dispositions, partially offset by a 4% decline in organic commissions and fees revenue.  Organic revenue in Services decreased 4% primarily reflecting a decline in compensation and retirement consulting, partially offset by growth in international health and

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benefits.  Organic revenue in Outsourcing declined 2% as the wind down from a previously announced outsourcing contract was completed in the fourth quarter.

	Fourth Quarter Ended
(millions)	Dec 31, 2009			Dec 31, 2008			% Change
Revenue	$	350		$	342		2	%
Expenses
Compensation and benefits	210			203			3
Other expenses	81			84			(4	)
Total operating expenses	291			287			1
Operating income	$	59		$	55		7	%
Other income (expense)	2			—			N/A
Pretax income	$	61		$	55		11	%
Pretax margin	17.4		%	16.1		%
Pretax income - adjusted	$	75		$	65		15	%
Pretax margin - adjusted	21.4		%	19.0		%

Compensation and benefits for the fourth quarter increased 3% or $7 million from the prior year quarter including a $10 million unfavorable impact from foreign currency translation and a $4 million increase in restructuring related costs, partially offset by benefits related to the 2007 restructuring program.  Other operating expenses decreased 4% or $3 million compared to the prior year quarter due to benefits related to the 2007 restructuring program and lower errors and omissions expense resulting from insurance recoveries, partially offset by a $6 million unfavorable impact from foreign currency translation.

Fourth quarter pretax income increased 11% to $61 million.  Adjusting for certain items detailed on page 12 of this press release, pretax income increased 15% or $10 million to $75 million and pretax margin increased 240 basis points to 21.4% versus the prior year quarter due primarily to benefits related to the 2007 restructuring program and lower errors and omissions expense, partially offset by a decline in organic revenue.

UNALLOCATED INCOME AND EXPENSE

	Fourth Quarter Ended
(millions)	Dec 31, 2009			Dec 31, 2008			% Change
Total segment income before tax	$	257		$	268		(4	)%
Unallocated revenue	29			—			N/A
Unallocated expenses	(43		)	(74		)	(42	)
Interest income	10			13			(23	)
Interest expense	(35		)	(30		)	17
Income from continuing operations before tax	$	218		$	177		23	%

Unallocated revenue for the fourth quarter was $29 million reflecting the Company’s equity ownership in certain insurance investment funds.  Unallocated expenses decreased $31 million

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to $43 million.  The fourth quarter included $5 million of expense related to the Company’s equity ownership in certain insurance investment funds.  The prior year quarter included $44 million of hedging costs related to the Benfield transaction.  Interest income decreased $3 million to $10 million compared to the prior year quarter due primarily to lower cash balances.  Interest expense increased $5 million to $35 million due to an increase in the average rate on outstanding debt.

2009 FULL YEAR SUMMARY

Total revenue for 2009 increased 1% to $7.6 billion due to a 7% increase from acquisitions, primarily Benfield, net of dispositions, primarily offset by a 4% unfavorable impact from foreign currency translation and a $97 million or 57% decline in investment income.  Risk and Insurance Brokerage Services total revenue increased 2% to $6.3 billion and Consulting total revenue decreased 7% to $1.3 billion.

Net income attributable to Aon stockholders for 2009 decreased 49% to $747 million compared to $1.5 billion for the prior year.  The prior year included a $935 million after-tax gain on the sales of Combined Insurance Companies of America (CICA) and Sterling Life Insurance (Sterling).  Net income attributable to Aon stockholders from continuing operations increased 2% to $636 million compared to $621 million for the prior year.  Net income attributable to Aon stockholders, excluding certain items, increased 4% to $906 million compared to $874 million for the prior year.  Certain items that impacted full year results and comparisons against the prior year are detailed in the reconciliations of the impact of non-GAAP measures on page 12.

Net income attributable to Aon stockholders for 2009 decreased 46% to $2.57 per share compared to $4.80 per share for the prior year.  Net income attributable to Aon stockholders from continuing operations increased 7% to $2.19 per share compared to $2.04 per share for the prior year.  Net income attributable to Aon stockholders, excluding certain items, increased 8% to $3.11 per share compared to $2.87 per share for the prior year.  Certain items that impacted full year results and comparisons against the prior year are detailed in the reconciliations of the impact of non-GAAP measures on page 12.

During 2009, the Company repurchased approximately 15.1 million shares of common stock for $590 million at an average price of $39.17 per share.

SUBSEQUENT EVENTS

In January 2010, the Board of Directors authorized a new share repurchase program under which up to $2 billion of common stock may be repurchased from time to time depending on market conditions or other factors through open market or privately negotiated transactions.  Repurchases will commence under the new share repurchase program upon conclusion of the existing program.

Conference Call and Webcast Details

The Company will host a conference call on Friday, February 5, 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 the leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting. Through its more than 36,000 colleagues worldwide, Aon readily 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

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500 offices in more than 120 countries. Named the world’s best broker by Euromoney magazine’s 2008 and 2009 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. For more information on Aon, log onto http://www.aon.com.

Safe Harbor Statement

This press release 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: general economic conditions in different countries in which we 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 influence revenue and expense, rating agency actions that could affect our ability to borrow funds, funding of our various pension plans, changes in the competitive environment, our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, changes in commercial property and casualty markets and commercial premium rates that could impact revenues, 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, ERISA class actions, the cost of resolution of other contingent liabilities and loss contingencies, and our ability to integrate Benfield successfully and to realize the anticipated benefits of the Benfield merger.  Further information concerning the Company and its business, including factors that potentially could materially affect the Company’s financial results, is contained in the Company’s filings with the Securities and Exchange Commission.

Explanation of Non-GAAP Measures

This press release includes supplemental information related to organic revenue growth 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 growth excludes from reported revenues the impact of foreign exchange, acquisitions, divestitures, transfers between business units, investment income, 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.  Reconciliation is provided in the attached schedules.  Supplemental organic revenue growth 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.

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Investor Contact:	Media Contact:
Scott Malchow	David Prosperi
Vice President, Investor Relations	Vice President, Global Public Relations
312-381-3983	312-381-2485

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Aon Corporation

Consolidated Statements of Income (Unaudited)

	Fourth Quarter Ended								Twelve Months Ended
(millions except per share data)	Dec. 31, 2009			Dec. 31, 2008			Percent Change		Dec. 31, 2009			Dec. 31, 2008			Percent Change
Revenue
Commissions, fees and other	$	2,059		$	1,868		10	%	$	7,521		$	7,357		2	%
Investment income	14			38			(63	)	74			171			(57	)
Total revenue	2,073			1,906			9		7,595			7,528			1
Expenses
Compensation and benefits	1,330			1,153			15		4,597			4,581			—
Other general expenses	434			452			(4	)	1,735			1,785			(3	)
Depreciation and amortization	68			65			5		242			222			9
Total operating expenses	1,832			1,670			10		6,574			6,588			—
Operating income	241			236			2		1,021			940			9
Interest income	10			13			(23	)	30			94			(68	)
Interest expense	(35		)	(30		)	17		(122		)	(126		)	(3	)
Other income (expense)	2			(42		)	N/A		20			(29		)	N/A
Income from continuing operations before income taxes	218			177			23		949			879			8
Income taxes (1)	56			50			12		268			242			11
Income from continuing operations	162			127			28		681			637			7
Income (loss) from discontinued operations before income taxes	(10		)	(184		)	(95	)	83			1,256			(93	)
Income taxes (2)	(66		)	(55		)	20		(28		)	415			N/A
Income (loss) from discontinued operations	56			(129		)	N/A		111			841			(87	)
Net income (loss)	218			(2		)	N/A		792			1,478			(46	)
Less: Net income attributable to the noncontrolling interests	20			4			400		45			16			181
Net income (loss) attributable to Aon stockholders	$	198		$	(6	)	N/A	%	$	747		$	1,462		(49	)%
Net income (loss) attributable to Aon stockholders:
Income from continuing operations	$	142		$	123		15	%	$	636		$	621		2	%
Income (loss) from discontinued operations	56			(129		)	N/A		111			841			(87	)
Net income (loss)	$	198		$	(6	)	N/A	%	$	747		$	1,462		(49	)%
Basic net income (loss) per share attributable to Aon stockholders (3):
Income from continuing operations	$	0.51		$	0.44		16	%	$	2.25		$	2.12		6	%
Income (loss) from discontinued operations	0.20			(0.46		)	N/A		0.39			2.87			(86	)
Net income (loss)	$	0.71		$	(0.02	)	N/A	%	$	2.64		$	4.99		(47	)%
Diluted net income (loss) per share attributable to Aon stockholders (3):
Income from continuing operations	$	0.49		$	0.42		17	%	$	2.19		$	2.04		7	%
Income (loss) from discontinued operations	0.20			(0.44		)	N/A		0.38			2.76			(86	)
Net income (loss)	$	0.69		$	(0.02	)	N/A	%	$	2.57		$	4.80		(46	)%
Weighted average common shares outstanding - diluted	287.8			291.4			(1	)%	291.1			304.5			(4	)%

(1)	Tax rate for continuing operations is 25.4% and 28.2% for the fourth quarters ended December 31, 2009 and 2008, respectively, and 28.2% and 27.5% for the twelve months ended December 31, 2009 and 2008, respectively.
(2)	Tax rate for discontinued operations is not meaningful for the fourth quarter and twelve months ended December 31, 2009. The tax rate for discontinued operations was 29.9% and 33.0% for the fourth quarter and twelve months ended December 31, 2008, respectively.
(3)	The basic and diluted earnings per share calculation was performed using the two-class method and included the impact of certain unvested share-based payment awards that have the right to receive nonforfeitable dividends.

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Aon Corporation

Revenue from Continuing Operations (Unaudited)

	Fourth Quarter Ended										Twelve Months Ended
(millions)	Dec. 31, 2009			Dec. 31, 2008			Percent Change		Organic Revenue Growth (1)		Dec. 31, 2009			Dec. 31, 2008			Percent Change		Organic Revenue Growth (1)
Commissions, Fees and Other
Risk and Insurance Brokerage Services	$	1,686		$	1,532		10	%	(1	)%	$	6,232		$	6,029		3	%	(1	)%
Consulting	350			341			3		(4	)	1,266			1,353			(6	)	(2	)
Total Operating Segments	$	2,036		$	1,873		9	%	(2	)%	$	7,498		$	7,382		2	%	(1	)%
Investment Income
Risk and Insurance Brokerage Services	$	14		$	37		(62	)%			$	73		$	168		(57	)%
Consulting	—			1			(100	)			1			3			(67	)
Total Operating Segments	$	14		$	38		(63	)%			$	74		$	171		(57	)%
Total Revenue
Risk and Insurance Brokerage Services	$	1,700		$	1,569		8	%			$	6,305		$	6,197		2	%
Consulting	350			342			2				1,267			1,356			(7	)
Unallocated	29			—			N/A				49			—			N/A
Intersegment	(6		)	(5		)	20				(26		)	(25		)	4
Total	$	2,073		$	1,906		9	%			$	7,595		$	7,528		1	%

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

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Aon Corporation

Segments (Unaudited)

Risk and Insurance Brokerage Services - Continuing Operations

	Fourth Quarter Ended								Twelve Months Ended
(millions)	Dec. 31, 2009			Dec. 31, 2008			Percent Change		Dec. 31, 2009			Dec. 31, 2008			Percent Change
Revenue
Commissions, fees and other	$	1,686		$	1,532		10	%	$	6,232		$	6,029		3	%
Investment income	14			37			(62	)	73			168			(57	)
Total revenue	1,700			1,569			8		6,305			6,197			2
Expenses
Compensation and benefits	1,099			934			18		3,777			3,707			2
Other general expenses	407			425			(4	)	1,628			1,644			(1	)
Total operating expenses	1,506			1,359			11		5,405			5,351			1
Operating income	194			210			(8	)	900			846			6
Other income (expense)	2			3			(33	)	14			21			(33	)
Segment income before income taxes	$	196		$	213		(8	)%	$	914		$	867		5	%
Segment pretax income margin	11.5		%	13.6		%			14.5		%	14.0		%

Consulting - Continuing Operations

	Fourth Quarter Ended								Twelve Months Ended
(millions)	Dec. 31, 2009			Dec. 31, 2008			Percent Change		Dec. 31, 2009			Dec. 31, 2008			Percent Change
Revenue
Commissions, fees and other	$	350		$	341		3	%	$	1,266		$	1,353		(6	)%
Investment income	—			1			(100	)	1			3			(67	)
Total revenue	350			342			2		1,267			1,356			(7	)
Expenses
Compensation and benefits	210			203			3		754			815			(7	)
Other general expenses	81			84			(4	)	310			333			(7	)
Total operating expenses	291			287			1		1,064			1,148			(7	)
Operating income	59			55			7		203			208			(2	)
Other income (expense)	2			—			N/A		2			1			100
Segment income before income taxes	$	61		$	55		11	%	$	205		$	209		(2	)%
Segment pretax income margin	17.4		%	16.1		%			16.2		%	15.4		%

Reconciliation of segment income before income taxes to income from continuing operations before income taxes:

	Fourth Quarter Ended								Twelve Months Ended
(millions)	Dec. 31, 2009			Dec. 31, 2008			Percent Change		Dec. 31, 2009			Dec. 31, 2008			Percent Change
Segment income before income taxes
Risk and Insurance Brokerage Services	$	196		$	213		(8	)%	$	914		$	867		5	%
Consulting	61			55			11		205			209			(2	)
Total segment income before income taxes	257			268			(4	)	1,119			1,076			4
Unallocated revenue	29			—			N/A		49			—			N/A
Unallocated expenses	(43		)	(74		)	(42	)	(127		)	(165		)	(23	)
Interest income	10			13			(23	)	30			94			(68	)
Interest expense	(35		)	(30		)	17		(122		)	(126		)	(3	)
Income from continuing operations before income taxes	$	218		$	177		23	%	$	949		$	879		8	%
Pretax income margin	10.5		%	9.3		%			12.5		%	11.7		%

10

Aon Corporation

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

	Fourth Quarter Ended
(millions)	Dec. 31, 2009		Dec. 31, 2008		Percent Change		Less: Currency Impact (1)		Less: Acquisitions, Divestitures & Other		Organic Revenue Growth (2)
Commissions, Fees and Other
Risk and Insurance Brokerage Services Segment:
Retail brokerage
Americas	$	657	$	642	2	%	3	%	(1	)%	—	%
United Kingdom	186		196		(5	)	3		1		(9	)
Europe, Middle East & Africa	366		329		11		11		(2	)	2
Asia Pacific	138		118		17		21		(4	)	—
Total Retail brokerage	1,347		1,285		5		7		(1	)	(1	)
Reinsurance brokerage	339		247		37		4		35		(2	)
Total Risk and Insurance Brokerage Services	1,686		1,532		10		6		5		(1	)
Consulting Segment:
Consulting services	299		289		3		5		2		(4	)
Outsourcing	51		52		(2	)	3		(3	)	(2	)
Total Consulting	350		341		3		5		2		(4	)
Total Operating Segments	$	2,036	$	1,873	9	%	6	%	5	%	(2	)%

	Twelve Months Ended
(millions)	Dec. 31, 2009		Dec. 31, 2008		Percent Change		Less: Currency Impact (1)		Less: Acquisitions, Divestitures & Other		Organic Revenue Growth (2)
Commissions, Fees and Other
Risk and Insurance Brokerage Services Segment:
Retail brokerage
Americas	$	2,249	$	2,280	(1	)%	(2	)%	—	%	1	%
United Kingdom	650		742		(12	)	(9	)	3		(6	)
Europe, Middle East & Africa	1,392		1,515		(8	)	(7	)	—		(1	)
Asia Pacific	456		491		(7	)	(4	)	(2	)	(1	)
Total Retail brokerage	4,747		5,028		(6	)	(5	)	—		(1	)
Reinsurance brokerage	1,485		1,001		48		(4	)	52		—
Total Risk and Insurance Brokerage Services	6,232		6,029		3		(4	)	8		(1	)
Consulting Segment:
Consulting services	1,075		1,139		(6	)	(5	)	1		(2	)
Outsourcing	191		214		(11	)	(7	)	—		(4	)
Total Consulting	1,266		1,353		(6	)	(5	)	1		(2	)
Total Operating Segments	$	7,498	$	7,382	2	%	(4	)%	7	%	(1	)%

(1)	Currency impact is determined by translating last year's revenue at this year's foreign exchange rates.
(2)	Organic revenue growth excludes the impact of foreign exchange, acquisitions, divestitures, transfers, reimbursable expenses and unusual items.

11

Aon Corporation

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

	Fourth Quarter Ended December 31, 2009												Twelve Months Ended December 31, 2009
(millions except per share data)	Risk and Insurance Brokerage Services			Consulting			Unallocated and Eliminations			Total			Risk and Insurance Brokerage Services			Consulting			Unallocated and Eliminations			Total
Revenue	$	1,700		$	350		$	23		$	2,073		$	6,305		$	1,267		$	23		$	7,595
Income (loss) from continuing operations beforeincome taxes - as reported	$	196		$	61		$	(39	)	$	218		$	914		$	205		$	(170	)	$	949
Restructuring charges	161			14			—			175			377			35			—			412
Pension curtailment	—			—			—			—			(54		)	(20		)	(4		)	(78		)
Anti-bribery and compliance initiatives	4			—			—			4			7			—			—			7
Benfield integration costs	2			—			—			2			15			—			—			15
Income (loss) from continuing operations beforeincome taxes - as adjusted	$	363		$	75		$	(39	)	399			$	1,259		$	220		$	(174	)	1,305
Income taxes (2)										103												354
Income from continuing operations - as adjusted										296												951
Less: Net income attributable to noncontrolling interests										20												45
Income from continuing operations attributable to Aon stockholders - as adjusted										$	276											$	906
Diluted earnings per share from continuing operations - as adjusted										$	0.96											$	3.11
Weighted average common shares outstanding - diluted										287.8												291.1
Pretax income margins - as adjusted	21.4		%	21.4		%	N/A			19.2		%	20.0		%	17.4		%	N/A			17.2		%

	Fourth Quarter Ended December 31, 2008												Twelve Months Ended December 31, 2008
(millions except per share data)	Risk and Insurance Brokerage Services			Consulting			Unallocated and Eliminations			Total			Risk and Insurance Brokerage Services			Consulting			Unallocated and Eliminations			Total
Revenue	$	1,569		$	342		$	(5	)	$	1,906		$	6,197		$	1,356		$	(25	)	$	7,528
Income (loss) from continuing operations beforeincome taxes - as reported	$	213		$	55		$	(91	)	$	177		$	867		$	209		$	(197	)	$	879
Restructuring charges	78			9			—			87			237			17			—			254
Pension curtailment	6			1			1			8			6			1			1			8
Anti-bribery and compliance initiatives	11			—			—			11			42			—			—			42
Benfield costs	2			—			44			46			2			—			50			52
Gain on sale of land	—			—			—			—			(5		)	—			—			(5		)
Income (loss) from continuing operations beforeincome tax - as adjusted	$	310		$	65		$	(46	)	329			$	1,149		$	227		$	(146	)	1,230
Income taxes (2)										93												340
Income from continuing operations - as adjusted										236												890
Less: Net income attributable to noncontrolling interests										4												16
Income from continuing operations attributable to Aon stockholders - as adjusted										$	232											$	874
Diluted earnings per share from continuing operations - as adjusted										$	0.80											$	2.87
Weighted average common shares outstanding - diluted										291.4												304.5
Pretax income margins - as adjusted	19.8		%	19.0		%	N/A			17.3		%	18.5		%	16.7		%	N/A			16.3		%

(1)

Certain noteworthy items impacting pretax income in 2009 and 2008 are described in this schedule. The income (loss) from continuing operations before income taxes, diluted earnings per share from continuing operations and related margins shown with the caption “as adjusted” are non-GAAP measures.

(2)

Tax rate for continuing operations is 25.4% and 28.2% for the fourth quarters ended December 31, 2009 and 2008, respectively, and 28.2% and 27.5% for the twelve months ended December 31, 2009 and 2008, respectively (U.S. GAAP). All reconciling items for the twelve month periods are taxed at the effective tax rate. However, the twelve months 2009 U.S. GAAP effective tax rate was adjusted to 27.1% to exclude the impact of the 40% tax rate applied to the $83 million U.S. pension curtailment gain.

12

Aon Corporation

Restructuring Plans (Unaduited) (1)

2007 Restructuring Plan

By Type:

	Actual
(millions)	Full Year 2007		Full Year 2008		Fourth Quarter 2009		Full Year 2009		Total Incurred to Date		Estimated Total
Workforce reduction	$	17	$	166	$	133	$	251	$	434	$	510
Lease consolidation	22		38		22		78		138		149
Asset impairments	4		18		8		15		37		39
Other costs associated with restructuring	3		29		2		13		45		52
Total restructuring and related expenses	$	46	$	251	$	165	$	357	$	654	$	750
By Segment:
Risk and Insurance Brokerage Services	$	41	$	234	$	151	$	322	$	597	$	683
Consulting	5		17		14		35		57		67
Total restructuring and related expenses	$	46	$	251	$	165	$	357	$	654	$	750

Benfield Restructuring Plan

By Type:

			Operations
(millions)	Purchase Price Allocation (2)		Fourth Quarter 2009		Full Year 2009		Estimated Total
Workforce reduction	$	32	$	7	$	38	$	98
Lease consolidation	22		3		14		49
Asset impairments	—		—		2		5
Other costs associated with restructuring	1		—		1		3
Total restructuring and related expenses	$	55	$	10	$	55	$	155

(1)	In the Consolidated Statements of Income, workforce reductions are included in “Compensation and benefits,” lease consolidations and other costs associated with restructuring are included in “Other general expenses,” and asset impairments are included in “Depreciation and amortization.”
(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)	Dec. 31, 2009		Dec. 31, 2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	217	$	582
Short-term investments	422		684
Receivables	2,052		1,990
Fiduciary assets (1)	10,835		10,678
Other current assets	463		355
Assets held for sale	—		237
Total Current Assets	13,989		14,526
Goodwill	6,078		5,637
Other intangible assets	791		779
Fixed assets, net	461		451
Investments	319		332
Other non-current assets	1,320		1,215
TOTAL ASSETS	$	22,958	$	22,940
LIABILITIES
CURRENT LIABILITIES
Fiduciary liabilities	$	10,835	$	10,678
Short-term debt	10		105
Accounts payable and accrued liabilities	1,535		1,560
Other current liabilities	260		314
Liabilities held for sale	—		146
Total Current Liabilities	12,640		12,803
Long-term debt	1,998		1,872
Pension and other post employment liabilities	1,889		1,694
Other non-current liabilities	1,000		1,156
TOTAL LIABILITIES	17,527		17,525
TOTAL STOCKHOLDERS’ EQUITY	5,379		5,310
Noncontrolling interest	52		105
TOTAL EQUITY	5,431		5,415
TOTAL LIABILITIES AND EQUITY	$	22,958	$	22,940

(1) Includes short-term investments:  2009 - $3,329, 2008 - $3,178.

14

Aon Corporation

Consolidated Statements of Income - Reflects the reclassification of non-fiduciary investment income and other items (unaudited)

	2007										2008										2009
(millions except per share data)	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year
Revenue
Commissions, fees and other	$           1,701		$           1,747		$           1,666		$           1,940		$          7,054		$           1,848		$           1,887		$           1,754		$           1,868		$         7,357		$           1,821		$           1,863		$           1,778		$           2,059		$         7,521
Investment income	42		45		49		44		180		45		44		44		38		171		25		19		16		14		74
Total revenue	1,743		1,792		1,715		1,984		7,234		1,893		1,931		1,798		1,906		7,528		1,846		1,882		1,794		2,073		7,595
Expenses
Compensation and benefits	1,040		1,097		1,047		1,157		4,341		1,154		1,143		1,131		1,153		4,581		1,014		1,134		1,119		1,330		4,597
Other general expenses	409		410		387		491		1,697		414		500		419		452		1,785		406		470		425		434		1,735
Depreciation and amortization	47		46		48		52		193		50		58		49		65		222		60		58		56		68		242
Total operating expenses	1,496		1,553		1,482		1,700		6,231		1,618		1,701		1,599		1,670		6,588		1,480		1,662		1,600		1,832		6,574
Operating income	247		239		233		284		1,003		275		230		199		236		940		366		220		194		241		1,021
Interest income	25		31		25		19		100		12		23		46		13		94		7		2		11		10		30
Interest expense	(35	)	(34	)	(33	)	(36	)	(138	)	(33	)	(31	)	(32	)	(30	)	(126	)	(29	)	(26	)	(32	)	(35	)	(122	)
Other income (expense)	1		44		6		7		58		4		4		5		(42	)	(29	)	(1	)	14		5		2		20
Income from continuing operations before income taxes	238		280		231		274		1,023		258		226		218		177		879		343		210		178		218		949
Income taxes	73		97		95		83		348		76		57		59		50		242		108		57		47		56		268
Income from continuing operations	165		183		136		191		675		182		169		159		127		637		235		153		131		162		681
Income (loss) from discontinued operations before income taxes	79		91		83		77		330		66		1,431		(57	)	(184	)	1,256		91		2		—		(10	)	83
Income taxes	27		31		12		58		128		25		464		(19	)	(55	)	415		41		—		(3	)	(66	)	(28	)
Income (loss) from discontinued operations	52		60		71		19		202		41		967		(38	)	(129	)	841		50		2		3		56		111
Net income (loss)	217		243		207		210		877		223		1,136		121		(2	)	1,478		285		155		134		218		792
Less: Net income attributable to the noncontrolling interests	4		3		3		3		13		5		3		4		4		16		5		6		14		20		45
Net income (loss) attributable to Aon stockholders	$              213		$              240		$              204		$              207		$             864		$              218		$           1,133		$              117		$                (6	)	$         1,462		$              280		$              149		$              120		$              198		$           747
Net income (loss) attributable to Aon stockholders:
Income from continuing operations	$              161		$              180		$              133		$              188		$            662		$              177		$              166		$              155		$              123		$            621		$              230		$              147		$              117		$              142		$           636
Income (loss) from discontinued operations	52		60		71		19		202		41		967		(38	)	(129	)	841		50		2		3		56		111
Net income (loss)	$              213		$              240		$              204		$              207		$             864		$              218		$           1,133		$              117		$                (6	)	$        1,462		$              280		$              149		$              120		$              198		$           747
Basic net income (loss) per share attributable to Aon stockholders (1):
Income from continuing operations	$             0.53		$             0.60		$             0.44		$             0.61		$           2.18		$             0.57		$             0.56		$             0.55		$             0.44		$           2.12		$             0.81		$             0.52		$             0.41		$             0.51		$           2.25
Income (loss) from discontinued operations	0.17		0.19		0.23		0.06		0.66		0.13		3.25		(0.13	)	(0.46	)	2.87		0.18		—		0.01		0.20		0.39
Net income (loss)	$             0.70		$             0.79		$             0.67		$             0.67		$           2.84		$             0.70		$             3.81		$             0.42		$           (0.02	)	$           4.99		$             0.99		$             0.52		$             0.42		$             0.71		$           2.64
Dilutive net income (loss) per share attributable to Aon stockholders (1):
Income from continuing operations	$             0.49		$             0.56		$             0.41		$             0.57		$            2.04		$             0.55		$             0.54		$             0.53		$             0.42		$           2.04		$             0.79		$             0.50		$             0.40		$             0.49		$           2.19
Income (loss) from discontinued operations	0.16		0.18		0.22		0.06		0.62		0.12		3.12		(0.13	)	(0.44	)	2.76		0.17		0.01		0.01		0.20		0.38
Net income (loss)	$             0.65		$             0.74		$             0.63		$             0.63		$            2.66		$             0.67		$             3.66		$             0.40		$           (0.02	)	$           4.80		$             0.96		$             0.51		$             0.41		$             0.69		$           2.57
Weighted average common shares outstanding - diluted	328.2		326.2		325.6		327.7		326.9		323.3		309.3		293.9		291.4		304.5		292.0		292.7		292.1		287.8		291.1

(1) The basic and diluted earnings per share calculation was performed using the two-class method and included the impact of certain unvested share-based payment awards that have the right to receive nonforfeitable dividends.

15

Aon Corporation

Segments  — Reclassified for the changes in presentation of non-fiduciary investment income, equity income in non-consolidated subsidiaries, realized gains from investments, and investment expenses (unaudited)

	2007										2008										2009
(millions)	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year
Revenue
Risk and insurance brokerage services segment
As reported	$        1,429		$        1,490		$        1,411		$        1,627		$        5,957		$        1,566		$        1,610		$        1,473		$        1,581		$        6,230		$        1,550		$        1,578		$        1,489		$        1,700		$        6,317
Less: reclassification of non-fiduciary investment income	4		2		8		8		22		7		5		5		7		24		6		—		2		—		8
Less: reclassification of realized gains from investments	—		6		—		—		6		—		—		—		—		—		—		—		—		—		—
Less: reclassification of equity income of non-consolidated subsidiaries	1		3		4		3		11		—		2		2		5		9		1		1		2		—		4
As reclassified	1,424		1,479		1,399		1,616		5,918		1,559		1,603		1,466		1,569		6,197		1,543		1,577		1,485		1,700		6,305
Consulting segment
As reported	329		325		325		373		1,352		343		336		337		342		1,358		309		300		308		350		1,267
Less: reclassification of non-fiduciary investment income	—		1		—		—		1		—		1		1		—		2		—		—		—		—		—
Less: reclassification of realized gains from investments	—		5		—		—		5		—		—		—		—		—		—		—		—		—		—
Less: reclassification of equity income of non-consolidated subsidiaries	—		—		1		—		1		—		—		—		—		—		—		—		—		—		—
As reclassified	329		319		324		373		1,345		343		335		336		342		1,356		309		300		308		350		1,267
Unallocated
As reported	21		29		18		11		79		5		17		40		6		68		1		13		19		29		62
Less: reclassification of non-fiduciary investment income	21		28		17		11		77		5		17		40		6		68		1		2		9		—		12
Less: reclassification of realized gains from investments	—		1		1		—		2		—		—		—		—		—		—		—		1		—		1
As reclassified	—		—		—		—		—		—		—		—		—		—		—		11		9		29		49
Intersegment	(10	)	(6	)	(8	)	(5	)	(29	)	(9	)	(7	)	(4	)	(5	)	(25	)	(6	)	(6	)	(8	)	(6	)	(26	)
Total	$        1,743		$        1,792		$        1,715		$        1,984		$        7,234		$        1,893		$        1,931		$        1,798		$        1,906		$        7,528		$        1,846		$        1,882		$        1,794		$        2,073		$        7,595
Income (loss) before income taxes
Risk and insurance brokerage services segment
As reported	$           238		$           275		$           231		$           279		$        1,023		$           243		$           234		$           192		$           220		$           889		$           328		$           210		$           188		$           196		$           922
Less: reclassification of non-fiduciary investment income	4		2		8		8		22		7		5		5		7		24		6		—		2		—		8
Less: reclassification of realized gains from investments	—		6		—		—		6		—		—		—		—		—		—		—		—		—		—
Less: reclassification of investment expense	5		(5	)	(3	)	(2	)	(5	)	—		—		(2	)	—		(2	)	—		—		—		—		—
As reclassified	229		272		226		273		1,000		236		229		189		213		867		322		210		186		196		914
Consulting segment
As reported	47		44		38		60		189		63		43		52		56		214		70		41		33		61		205
Less: reclassification of non-fiduciary investment income	—		1		—		—		1		—		1		1		—		2		—		—		—		—		—
Less: reclassification of realized gains from investments	—		5		—		—		5		—		—		—		—		—		—		—		—		—		—
Less: reclassification of investment expense	—		—		2		—		2		1		—		1		1		3		—		—		—		—		—
As reclassified	47		38		36		60		181		62		42		50		55		209		70		41		33		61		205
Unallocated
As reported	(47	)	(39	)	(38	)	(65	)	(189	)	(48	)	(51	)	(26	)	(99	)	(224	)	(55	)	(41	)	(43	)	(39	)	(178	)
Add: reclassification of non-fiduciary investment income	4		3		8		8		23		7		6		6		7		26		6		—		2		—		8
Add: reclassification of realized gains from investments	—		11		—		—		11		—		—		—		—		—		—		—		—		—		—
Add: reclassification of investment expense	5		(5	)	(1	)	(2	)	(3	)	1		—		(1	)	1		1		—		—		—		—		—
As reclassified	(38	)	(30	)	(31	)	(59	)	(158	)	(40	)	(45	)	(21	)	(91	)	(197	)	(49	)	(41	)	(41	)	(39	)	(170	)
Total	$           238		$           280		$           231		$           274		$        1,023		$           258		$           226		$           218		$           177		$           879		$           343		$           210		$           178		$           218		$           949
Income from continuing operations before income taxes - margins
Risk and insurance brokerage services
As reported	16.7	%	18.5	%	16.4	%	17.1	%	17.2	%	15.5	%	14.5	%	13.0	%	13.9	%	14.3	%	21.2	%	13.3	%	12.6	%	11.5	%	14.6	%
As reclassified	16.1	%	18.4	%	16.2	%	16.9	%	16.9	%	15.1	%	14.3	%	12.9	%	13.6	%	14.0	%	20.9	%	13.3	%	12.5	%	11.5	%	14.5	%
Consulting
As reported	14.3	%	13.5	%	11.7	%	16.1	%	14.0	%	18.4	%	12.8	%	15.4	%	16.4	%	15.8	%	22.7	%	13.7	%	10.7	%	17.4	%	16.2	%
As reclassified	14.3	%	11.9	%	11.1	%	16.1	%	13.5	%	18.1	%	12.5	%	14.9	%	16.1	%	15.4	%	22.7	%	13.7	%	10.7	%	17.4	%	16.2	%
Total
As reported	13.5	%	15.2	%	13.2	%	13.7	%	13.9	%	13.5	%	11.6	%	11.8	%	9.2	%	11.5	%	18.5	%	11.1	%	9.8	%	10.5	%	12.5	%
As reclassified	13.7	%	15.6	%	13.5	%	13.8	%	14.1	%	13.6	%	11.7	%	12.1	%	9.3	%	11.7	%	18.6	%	11.2	%	9.9	%	10.5	%	12.5	%

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