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# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# (Mark	One)

# ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	December	31,	2010 OR

# TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE SECURITIES	EXCHANGE	ACT	OF	1934

Commission	file	number:	1-7933

# Aon	Corporation

(Exact	name	of	registrant	as	specified	in	its	charter)

DELAWARE

(State	or	other	jurisdiction	of incorporation	or	organization)

200	E.	RANDOLPH	STREET

CHICAGO,	ILLINOIS

(Address	of	principal	executive	offices)

(Registrant's	telephone	number,	including	area	code)

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	Each	Class

Common	Stock,	$1	par	value

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:	NONE

(I.R.S.	Employer

Identification	No.)

(Zip	Code)

Name	of	Each	Exchange

on	Which	Registered

New	York	Stock	Exchange

									Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	YES	ý				NO	o

									Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Exchange	Act.	YES	o				NO	ý

									Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past 90	days.	YES	ý				NO	o

									Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was required	to	submit	and	post	such	files).	YES	ý				NO	o

									Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.	o

									Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the definitions	of	"large	accelerated	filer,"	"accelerated	filer,"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.

Large	accelerated	filer	ý

Accelerated	filer	o Non-accelerated	filer	o Smaller	reporting	company	o (Do	not	check	if	a	smaller	reporting	company.)

									Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	YES	o				NO	ý

									As	of	June	30,	2010,	the	aggregate	market	value	of	the	registrant's	common	stock	held	by	non-affiliates	of	the	registrant	was	$9,976,592,769	based	on	the	closing sales	price	as	reported	on	the	New	York	Stock	Exchange	—	Composite	Transaction	Listing.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

									Portions	of	Aon	Corporation's	Proxy	Statement	for	the	2011	Annual	Meeting	of	Stockholders	to	be	held	on	May	20,	2011	are	incorporated	by	reference	in	this

# PART	I

# OVERVIEW

								Aon	Corporation	(which	may	be	referred	to	as	"Aon,"	"the	Company,"	"we,"	"us,"	or	"our")	provides	risk	management	services,	insurance	and	reinsurance brokerage,	and	human	resource	consulting	and	outsourcing,	delivering	distinctive	client	value	via	innovative	and	effective	risk	management	and	workforce	productivity solutions.	Aon	delivers	its	technical	expertise	locally	through	colleagues	worldwide.

								We	serve	clients	through	the	following	businesses:

•Risk	Solutions	(formerly	Risk	and	Insurance	Brokerage	Services)	acts	as	an	advisor	and	insurance	and	reinsurance	broker,	helping	clients	manage	their risks	via	consultation,	as	well	as	negotiation	and	placement	of	insurance	risk	with	insurance	carriers	through	our	global	distribution	network.

•HR	Solutions	(formerly	Consulting)	partners	with	organizations	to	solve	their	most	complex	benefits,	talent	and	related	financial	challenges,	and improve	business	performance	by	designing,	implementing,	communicating	and	administering	a	wide	range	of	human	capital,	retirement,	investment management,	health	care,	compensation	and	talent	management	strategies.

								Our	clients	include	corporations	and	businesses,	insurance	companies,	professional	organizations,	independent	agents	and	brokers,	governments,	and	other	entities. We	also	serve	individuals	through	personal	lines,	affinity	groups,	and	certain	specialty	operations.

								In	April	2008,	we	completed	the	sale	of	our	Combined	Insurance	Company	of	America	("CICA")	and	Sterling	Insurance	Company	("Sterling")	subsidiaries,	which represented	the	majority	of	the	operations	of	our	former	Insurance	Underwriting	segment.	In	August	2009,	we	completed	the	sale	of	our	remaining	property	and	casualty insurance	underwriting	operations	that	were	in	run-off.	The	results	of	all	of	these	operations	are	reported	in	discontinued	operations	for	all	periods	presented.

								In	November	2008,	we	expanded	our	Risk	Solutions	product	offerings	through	the	merger	with	Benfield	Group	Limited	("Benfield"),	a	leading	independent reinsurance	intermediary.	Benfield	products	have	been	integrated	with	our	existing	reinsurance	products.

								In	October	2010,	we	completed	the	acquisition	of	Hewitt	Associates,	Inc.	("Hewitt"),	one	of	the	world's	leading	human	resource	consulting	and	outsourcing companies.	Hewitt	operates	globally	together	with	Aon's	existing	consulting	and	outsourcing	operations	under	the	newly	created	Aon	Hewitt	brand	in	our	HR	Solutions segment.

								Aon	was	incorporated	in	1979	under	the	laws	of	Delaware,	and	is	the	parent	corporation	of	both	long-established	and	acquired	companies.	We	have	approximately 59,000	employees	and	conduct	our	operations	through	various	subsidiaries	in	more	than	120	countries	and	sovereignties.

# BUSINESS	SEGMENTS

# Risk	Solutions

								Risk	Solutions	is	the	new	name	for	our	Risk	and	Insurance	Brokerage	Services	segment.	The	Risk	Solutions	segment	generated	approximately	75%	of	our consolidated	total	revenues	in	2010,	and	has	approximately	28,000	employees	worldwide.	We	provide	risk	and	insurance	brokerage	and	related	services	in	this	segment primarily	through	our	Aon	Risk	Solutions	and	Aon	Benfield	companies.

# Principal	Products	and	Services

								We	operate	in	this	segment	through	two	transactional	product	lines:	retail	brokerage	and	reinsurance	brokerage.	In	addition,	a	key	component	of	this	business	is	our risk	consulting	service	offering.

								Retail	brokerage	encompasses	our	retail	brokerage	services,	affinity	products,	managing	general	underwriting,	placement,	and	captive	management	services.	The Americas'	operations	provide	products	and	services	to	clients	in	North,	Central	and	South	America,	the	Caribbean,	and	Bermuda.	Our	United	Kingdom;	Europe,	Middle East	&	Africa;	and	Asia	Pacific	operations	offer	similar	products	and	services	to	clients	throughout	the	rest	of	the	world.

								Our	employees	draw	upon	our	global	network	of	resources,	industry-leading	data	and	analytics,	and	specialized	expertise	to	deliver	value	to	clients	ranging	from small	and	mid-sized	businesses	to	multi-national	corporations	as	well	as	individuals	in	need	of	personal	coverage.	We	work	with	clients	to	identify	their	business	needs and	help	them	assess	and	understand	their	total	cost	of	risk.	Once	we	have	gained	an	understanding	of	our	client's	risk	management	needs,	we	are	able	to	leverage	our global	network	and	implement	a	customized	risk	approach	with	local	Aon	resources.	The	outcome	is	a	comprehensive	risk	solution	provided	locally	and	personally.	The Aon	Client	Promise®	enables	our	colleagues	around	the	globe	to	describe,	benchmark	and	price	the	value	we	deliver	to	clients	in	a	unified	approach,	based	on	the	ten most	important	criteria	that	our	clients	believe	are	critical	to	managing	their	total	cost	of	risk.

								Knowledge	and	foresight,	unparalleled	benchmarking	and	carrier	knowledge	are	the	qualities	at	the	heart	of	our	professional	services	excellence.	In	2010,	we developed	the	Global	Risk	Insight	Platform®	("GRIP")	which	uniquely	positions	us	to	provide	our	clients	and	insurers	with	additional	market	insight	as	well	as	new product	offerings	and	facilities.	GRIP	is	expected	to	help	insurers	strengthen	their	value	proposition	to	Aon	clients	by	providing	them	with	cutting-edge	analytics	in preparation	for	renewal	season	and	business	planning	consultation	regarding	strategy,	definition	of	risk	appetite,	and	areas	of	focus.	GRIP	will	provide	our	clients	with insights	into	market	conditions,	premium	rates	and	best	practices	in	program	design,	across	all	industries	and	economic	centers.

								As	a	retail	broker,	we	serve	as	an	advisor	to	clients	and	facilitate	a	wide	spectrum	of	risk	management	solutions	for	property	liability,	general	liability,	professional and	directors'	and	officers'	liability,	workers'	compensation,	and	additional	exposures.	Our	business	is	comprised	of	several	specialty	areas	structured	around	specific product	and	industry	needs.

								We	deliver	specialized	advice	and	services	in	such	industries	as	technology,	financial	services,	agribusiness,	aviation,	construction,	health	care	and	energy,	among others.	Through	our	global	affinity	business,	we	provide	products	for	professional	liability,	life,	disability	income	and	personal	lines	for	individuals,	associations	and businesses	around	the	world.

								In	addition,	we	are	a	major	provider	of	risk	consulting	services,	including	captive	management,	that	provide	our	clients	with	alternative	vehicles	for	managing	risks that	would	be	cost-prohibitive	or	unavailable	in	traditional	insurance	markets.

								Finally,	our	eSolutions	products	enable	clients	to	manage	risks,	policies,	claims	and	safety	concerns	efficiently	through	an	integrated	technology	platform.

								Reinsurance	brokerage	offers	sophisticated	advisory	services	in	program	design	and	claim	recoveries	that	enhance	the	risk/return	characteristics	of	insurance	policy portfolios,	improve	capital	utilization,	and	evaluate	and	mitigate	catastrophic	loss	exposures	worldwide.	An	insurance	or	reinsurance	company	may	seek	reinsurance	or other	risk-transfer	solutions	on	all	or	a	portion	of	the	risks	it	insures.	To	accomplish	this,	our	reinsurance	brokerage	services	use	dynamic	financial	analysis	and	capital market	alternatives,	such	as	transferring	catastrophe	risk	through	securitization.	Reinsurance	brokerage	also	offers	capital	management	transaction	and	advisory	services.

								We	act	as	a	broker	or	intermediary	for	all	classes	of	reinsurance.	We	place	two	main	types	of	property	and	casualty	reinsurance:	treaty	reinsurance,	which	involves the	transfer	of	a	portfolio	of	risks,	and	facultative	reinsurance,	which	entails	the	transfer	of	part	or	all	of	the	coverage	provided	by	a	single	insurance	policy.	We	also place	specialty	lines	such	as	professional	liability,	medical	malpractice,	accident,	life	and	health.

								We	also	provide	actuarial,	enterprise	risk	management,	catastrophe	management	and	rating	agency	advisory	services.	We	have	developed	tools	and	models	that help	our	clients	understand	the	financial	implications	of	natural	and	man-made	catastrophes	around	the	world.	Aon	Benfield	Securities	provides	global	capital management	transaction	and	advisory	services	for	insurance	and	reinsurance	clients.	In	this	capacity,	Aon	Benfield	Securities	is	recognized	as	a	leader	in:	(i)	the structuring,	underwriting	and	trading	of	insurance-linked	securities;	(ii)	the	arrangement	of	financing	for	insurance	and	reinsurance	companies,	including	Lloyd's syndicates;	and	(iii)	providing	advice	on	strategic	and	capital	alternatives,	including	mergers	and	acquisitions.

# Compensation

								We	generate	revenues	through	commissions,	fees	from	clients,	and	compensation	from	insurance	and	reinsurance	companies	for	services	we	provide	to	them. Commission	rates	and	fees	vary	depending	upon	several	factors,	which	may	include	the	amount	of	premium,	the	type	of	insurance	or	reinsurance	coverage	provided,	the particular	services	provided	to	a	client,	insurer	or	reinsurer,	and	the	capacity	in	which	we	act.	Payment	terms	are	consistent	with	current	industry	practice.

								We	typically	hold	funds	on	behalf	of	clients	as	a	result	of	premiums	received	from	clients	and	claims	due	to	clients	that	are	in	transit	from	insurers.	These	funds held	on	behalf	of	clients	are	generally	invested	in	interest-bearing	premium	trust	accounts	and	can	fluctuate	significantly	depending	on	when	we	collect	cash	from	our clients	and	when	premiums	are	remitted	to	the	insurance	carriers.	We	earn	interest	on	these	accounts.	However,	the	principal	is	segregated	and	not	available	for	general operating	purposes.

# Competition

								The	Risk	Solutions	business	is	highly	competitive,	and	we	compete	primarily	with	two	other	global	insurance	brokers,	Marsh	&	McLennan	Companies,	Inc.	and Willis	Group	Holdings	Ltd.,	in	addition	to	numerous	specialists,	regional	and	local	firms	in	almost	every	area	of	our	business.	We	also	compete	with	insurance	and reinsurance	companies	that	market	and	service	their	insurance	products	without	the	assistance	of	brokers	or	agents;	and	with	other	businesses	that	do	not	fall	into	the categories	above,	including	commercial	and	investment	banks,	accounting	firms,	and	consultants	that	provide	risk-related	services	and	products.	We	have	been recognized	by	the	readers	of	Business	Insurance	magazine	as	the	leading	retail	agent/broker	with	revenues	in	excess	of	$250	million	in	2010	for	the	third	consecutive year.

# Seasonality

								The	Risk	Solutions	segment	typically	experiences	higher	revenues	in	the	fourth	and	first	calendar	quarters	of	each	year,	primarily	due	to	the	timing	of	policy renewals.

# HR	Solutions

								HR	Solutions	is	the	new	name	for	our	Consulting	segment.	The	HR	Solutions	segment	generated	approximately	25%	of	our	consolidated	total	revenues	in	2010. With	the	acquisition	of	Hewitt,	this	segment	now	has	more	than	29,000	employees	worldwide	with	operations	in	the	U.S.,	Canada,	the	U.K.,	Europe,	South	Africa,	Latin America,	and	the	Asia	Pacific	region.

								We	provide	products	and	services	in	this	segment	primarily	under	the	Aon	Hewitt	brand,	which	was	formed	following	the	acquisition	of	Hewitt	in	October	2010.

								Aon	Hewitt	works	to	maximize	the	value	of	clients'	human	resources	spending,	increase	employee	productivity,	and	improve	employee	performance.	Our	approach addresses	a	trend	toward	more	diverse	workforces	(demographics,	nationalities,	cultures	and	work/lifestyle	preferences)	that	require	more	choices	and	flexibility	among employers	—	in	order	that	they	can	provide	benefit	options	suited	to	individual	needs.

								Our	HR	Solutions	professionals	work	with	their	clients	to	identify	options	in	human	resource	outsourcing	and	process	improvements.	Prime	areas	where	companies choose	to	use	outsourcing	services	include	benefits	administration,	core	human	resource	processes,	workforce	and	talent	management.

								Aon	Hewitt	offers	a	broad	range	of	human	capital	services	in	the	following	practice	areas:

# Consulting	Services:

								Health	and	Benefits	advises	clients	about	structuring,	funding,	and	administering	employee	benefit	programs,	which	attract,	retain,	and	motivate	employees. Benefits	consulting	includes	health	and	welfare,	executive	benefits,	workforce	strategies	and	productivity,	absence	management,	benefits	administration,	data-driven health,	compliance,	employee	commitment,	investment	advisory,	and	elective	benefits	services.

								Retirement	specializes	in	providing	global	actuarial	services,	defined	contribution	consulting,	investment	consulting,	tax	and	ERISA	consulting,	and	pension administration.

								Compensation	focuses	on	compensation	advisory/counsel	including:	compensation	planning	design,	executive	reward	strategies,	salary	survey	and	benchmarking, market	share	studies	and	sales	force	effectiveness	assessments,	with	special	expertise	in	the	financial	services	and	technology	industries.

								Strategic	Human	Capital	delivers	advice	to	complex	global	organizations	on	talent,	change	and	organizational	effectiveness	issues,	including	talent	strategy	and acquisition,	executive	on-boarding,	performance	management,	leadership	assessment	and	development,	communication	strategy,	workforce	training	and	change management.

# Outsourcing	Services:

								Benefits	Outsourcing	applies	our	HR	expertise	primarily	through	defined	benefit	(pension),	defined	contribution	(401(k)),	and	health	and	welfare	administrative services.	Our	model	replaces	the	resource-intensive	processes	once	required	to	administer	benefit	plans	with	more	efficient,	effective,	and	less	costly	solutions.

								Human	Resource	Business	Process	Outsourcing	("HR	BPO")	provides	market-leading	solutions	to	manage	employee	data;	administer	benefits,	payroll	and	other human	resources	processes;	and	record	and	manage	talent,	workforce	and	other	core	HR	process	transactions	as	well	as	other	complementary	services	such	as	absence management,	flexible	spending,	dependent	audit	and	participant	advocacy.

								Revenues	are	principally	derived	from	fees	paid	by	clients	for	advice	and	services.	In	addition,	insurance	companies	pay	us	commissions	for	placing	individual	and group	insurance	contracts,	primarily	life,	health	and	accident	coverages,	and	pay	us	fees	for	consulting	and	other	services	that	we	provide	to	them.	Payment	terms	are consistent	with	current	industry	practice.

								Our	HR	Solutions	business	faces	strong	competition	from	other	worldwide	and	national	consulting	companies,	as	well	as	regional	and	local	firms.	Competitors include	independent	consulting	firms	and	consulting	organizations	affiliated	with	accounting,	information	systems,	technology,	and	financial	services	firms,	large financial	institutions,	and	pure	play	outsourcers.	Some	of	our	competitors	provide	administrative	or	consulting	services	as	an	adjunct	to	other	primary	services.	Based	on total	revenues,	we	believe	that	we	are	one	of	the	leading	providers	of	human	capital	services	in	the	world.

								Due	to	buying	patterns	in	the	markets	we	serve,	revenues	tend	to	be	slightly	higher	in	the	fourth	quarter.

# Licensing	and	Regulation

								Our	business	activities	are	subject	to	licensing	requirements	and	extensive	regulation	under	U.S.	federal	and	state	laws,	as	well	as	the	laws	of	other	countries	in which	we	operate.	See	the	discussion	contained	in	the	"Risk	Factors"	section	in	Part	I,	Item	1A	of	this	report	for	information	regarding	how	actions	by	regulatory authorities	or	changes	in	legislation	and	regulation	in	the	jurisdictions	in	which	we	operate	may	have	an	adverse	effect	on	our	business.

								Regulatory	authorities	in	the	states	or	countries	in	which	the	operating	subsidiaries	of	our	Risk	Solutions	segment	conduct	business	may	require	individual	or company	licensing	to	act	as	producers,	brokers,	agents,	third	party	administrators,	managing	general	agents,	reinsurance	intermediaries,	or	adjusters.

								Under	the	laws	of	most	states	in	the	U.S.	and	most	foreign	countries,	regulatory	authorities	have	relatively	broad	discretion	with	respect	to	granting,	renewing	and revoking	producers',	brokers'	and	agents'	licenses	to	transact	business	in	the	state	or	country.	The	operating	terms	may	vary	according	to	the	licensing	requirements	of	the particular	state	or	country,	which	may	require,	among	other	things,	that	a	firm	operate	in	the	state	or	country	through	a	local	corporation.	In	a	few	states	and	countries, licenses	may	be	issued	only	to	individual	residents	or	locally	owned	business	entities.	In	such	cases,	our	subsidiaries	either	have	such	licenses	or	have	arrangements	with residents	or	business	entities	licensed	to	act	in	the	state	or	country.

								Our	subsidiaries	must	comply	with	laws	and	regulations	of	the	jurisdictions	in	which	they	do	business.	These	laws	and	regulations	are	enforced	by	state	agencies	in the	U.S.,	by	the	Financial	Services	Authority	("FSA")	in	the	U.K.,	and	by	various	regulatory	agencies	and	other	supervisory	authorities	in	other	countries	through	the granting	and	revoking	of	licenses	to	do	business,	licensing	of	agents,	monitoring	of	trade	practices,	policy	form	approval,	limits	on	commission	rates,	and	mandatory remuneration	disclosure	requirements.

								Insurance	authorities	in	the	U.S.	and	certain	other	jurisdictions	in	which	our	subsidiaries	operate,	including	the	FSA	in	the	U.K.,	also	have	enacted	laws	and regulations	governing	the	investment	of	funds,	such	as	premiums	and	claims	proceeds,	held	in	a	fiduciary	capacity	for	others.	These	laws	and	regulations	generally require	the	segregation	of	these	fiduciary	funds	and	limit	the	types	of	investments	that	may	be	made	with	them.

								Further,	certain	of	our	business	activities	within	the	Risk	Solutions	segment	are	governed	by	other	regulatory	bodies,	including	investment,	securities	and	futures licensing	authorities.	In	the	U.S.,	Aon	Hewitt,	Aon	Risk	Solutions	and	Aon	Benfield	utilize	Aon	Benfield	Securities,	Inc.,	a	U.S.-registered	broker-dealer	and investment	advisor,	member	of	the	Financial	Industry	Regulatory	Authority	and

Securities	Investor	Protection	Corporation	("FINRA/SIPC"),	and	an	indirect,	wholly	owned	subsidiary	of	Aon,	for	capital	management	transaction	and	advisory	services and	other	broker-dealer	activities.

								Certain	of	the	retirement-related	consulting	services	provided	by	Aon	Hewitt	and	its	subsidiaries	and	affiliates	are	subject	to	the	pension	and	financial	laws	and regulations	of	applicable	jurisdictions,	including	oversight	and/or	supervision	by	the	Securities	and	Exchange	Commission	("SEC")	in	the	U.S.,	the	FSA	in	the	U.K.,	and regulators	in	other	countries.	Aon	Hewitt	subsidiaries	that	provide	investment	advisory	services	are	regulated	by	various	U.S.	federal	authorities	including	the	SEC	and FINRA,	as	well	as	authorities	on	the	state	level.	In	addition,	other	services	provided	by	Aon	Hewitt	and	its	subsidiaries	and	affiliates,	such	as	trustee	services,	and retirement	and	employee	benefit	program	administrative	services,	are	subject	in	various	jurisdictions	to	pension,	investment,	and	securities	and/or	insurance	laws	and regulations	and/or	supervision	by	national	regulators.

# Clientele

								Our	clients	operate	in	many	businesses	and	industries	throughout	the	world.	No	one	client	accounted	for	more	than	2%	of	our	consolidated	total	revenues	in	2010. Additionally,	we	place	insurance	with	many	insurance	carriers,	none	of	which	individually	accounted	for	more	than	10%	of	the	total	premiums	we	placed	on	behalf	of our	clients	in	2010.

# Segmentation	of	Activity	by	Type	of	Service	and	Geographic	Area	of	Operation

								Financial	information	relating	to	the	types	of	services	provided	by	us	and	the	geographic	areas	of	our	operations	is	incorporated	herein	by	reference	to	Note	19 "Segment	Information"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

# Employees

# Information	Concerning	Forward-Looking	Statements

								This	report	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.	Forward-looking	statements	relate	to	expectations	or	forecasts	of future	events.	They	use	words	such	as	"anticipate,"	"believe,"	"estimate,"	"expect,"	"forecast,"	"project,"	"intend,"	"plan,"	"potential,"	and	other	similar	terms,	and	future or	conditional	tense	verbs	like	"could,"	"may,"	"might,"	"should,"	"will"	and	"would."	You	can	also	identify	forward-looking	statements	by	the	fact	that	they	do	not relate	strictly	to	historical	or	current	facts.	For	example,	we	may	use	forward-looking	statements	when	addressing	topics	such	as:	market	and	industry	conditions, including	competitive	and	pricing	trends;	changes	in	our	business	strategies	and	methods	of	generating	revenue;	the	development	and	performance	of	our	services	and products;	changes	in	the	composition	or	level	of	our	revenues;	our	cost	structure	and	the	outcome	of	cost-saving	or	restructuring	initiatives;	the	outcome	of contingencies;	dividend	policy;	the	expected	impact	of	acquisitions	and	dispositions;	pension	obligations;	cash	flow	and	liquidity;	future	actions	by	regulators;	and	the impact	of	changes	in	accounting	rules.	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	Aon	does	business	around	the	world;

•changes	in	the	competitive	environment;

•changes	in	global	equity	and	fixed	income	markets	that	could	influence	the	return	on	invested	assets;

•changes	in	the	funding	status	of	our	various	defined	benefit	pension	plans	and	the	impact	of	any	increased	pension	funding	resulting	from	those	changes;

•rating	agency	actions	that	could	affect	our	ability	to	borrow	funds;

•fluctuations	in	exchange	and	interest	rates	that	could	impact	revenue	and	expense;

•the	impact	of	class	actions	and	individual	lawsuits	including	client	class	actions,	securities	class	actions,	derivative	actions	and	ERISA	class	actions;

•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	cost	of	resolution	of	other	contingent	liabilities	and	loss	contingencies,	including	potential	liabilities	arising	from	errors	and	omission	claims	against us;

•failure	to	retain	and	attract	qualified	personnel;

•the	impact	of,	and	potential	challenges	in	complying	with,	legislation	and	regulation	in	the	jurisdictions	in	which	we	operate,	particularly	given	the	global scope	of	our	business	and	the	possibility	of	conflicting	regulatory	requirements	across	jurisdictions	in	which	we	do	business;

•the	extent	to	which	we	retain	existing	clients	and	attract	new	businesses	and	our	ability	to	incentivize	and	retain	key	employees;

•the	extent	to	which	we	manage	certain	risks	created	in	connection	with	the	various	services,	including	fiduciary	and	advisory	services,	among	others,	that we	currently	provide,	or	will	provide	in	the	future,	to	clients;

•disruption	from	the	merger	with	Hewitt	making	it	more	difficult	to	maintain	business	and	operational	relationships;

•the	possibility	that	the	expected	efficiencies	and	cost	savings	from	the	merger	with	Hewitt	will	not	be	realized,	or	will	not	be	realized	within	the	expected time	period;

•the	risk	that	the	Hewitt	businesses	will	not	be	integrated	successfully;

•our	ability	to	implement	restructuring	initiatives	and	other	initiatives	intended	to	yield	cost	savings,	and	the	ability	to	achieve	those	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	("FCPA")	and	non-U.S. anti-corruption	laws;	and

•changes	in	costs	or	assumptions	associated	with	our	HR	Solutions'	outsourcing	and	consulting	arrangements	that	affect	the	profitability	of	these arrangements.

								Any	or	all	of	our	forward-looking	statements	may	turn	out	to	be	inaccurate,	and	there	are	no	guarantees	about	our	performance.	The	factors	identified	above	are	not exhaustive.	Aon	and	its	subsidiaries	operate	in	a	dynamic	business	environment	in	which	new	risks	may	emerge	frequently.	Accordingly,	readers	should	not	place	undue reliance	on	forward-looking	statements,	which	speak	only	as	of	the	dates	on	which	they	are	made.	We	are	under	no	obligation	(and	expressly	disclaim	any	obligation)	to update	or	alter	any	forward-looking	statement	that	we	may	make	from	time	to	time,	whether	as	a	result	of	new	information,	future	events	or	otherwise.	Further information	about	factors	that	could	materially	affect	Aon,	including	our	results	of	operations	and	financial	condition,	is	contained	in	the	"Risk	Factors"	section	in	Part	I, Item	1A	of	this	report.

# Website	Access	to	Reports	and	Other	Information

								Our	Annual	Report	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q,	Current	Reports	on	Form	8-K	and	all	amendments	to	those	reports	are	made	available	free	of charge	through	our	website	(http://www.aon.com)	as	soon	as	practicable	after	such	material	is	electronically	filed	with	or	furnished	to	the	SEC.	Also	posted	on	our website	are	the	charters	for	our	Audit,	Compliance,	Organization	and	Compensation,	Governance/Nominating	and	Finance	Committees,	our	Governance	Guidelines,	our Code	of	Conduct	and	our	Code	of	Ethics	for	Senior	Financial	Officers.	Within	the	time	period	required	by	the	SEC	and	the	New	York	Stock	Exchange	("NYSE"),	we will	post	on	our	website	any	amendment	to	or	waiver	of	the	Code	of	Ethics	for	Senior	Financial	Officers,	as	well	as	any	amendment	to	the	Code	of	Conduct	or	waiver thereto	applicable	to	any	executive	officer	or	director.	The	information	provided	on	our	website	is	not	part	of	this	report	and	is	therefore	not	incorporated	herein	by reference.

								The	risk	factors	set	forth	below	reflect	certain	risks	associated	with	existing	and	potential	lines	of	business	and	contain	"forward-looking	statements"	as	discussed in	the	"Business"	Section	of	Part	I,	Item	1	of	this	report.	Readers	should	consider	them	in	addition	to	the	other	information	contained	in	this	report	as	our	business, financial	condition	or	results	of	operations	could	be	adversely	affected	if	any	of	these	risks	actually	occur.

								The	following	are	certain	risks	related	to	our	businesses	specifically	and	the	industries	in	which	we	operate	generally	that	could	adversely	affect	our	business, financial	condition	and	results	of	operations	and	cause	our	actual	results	to	differ	materially	from	those	stated	in	the	forward-looking	statements	in	this	document	and elsewhere.	These	risks	are	not	presented	in	order	of	importance	or	probability	of	occurrence.

An	overall	decline	in	economic	activity	could	have	a	material	adverse	effect	on	the	financial	condition	and	results	of	operations	of	each	of	our	business	lines.

								The	demand	for	property	and	casualty	insurance	generally	rises	as	the	overall	level	of	economic	activity	increases	and	generally	falls	as	such	activity	decreases, affecting	both	the	commissions	and	fees	generated	by	our	Risk	Solutions	business.	The	economic	activity	that	impacts	property	and	casualty	insurance	is	described	as exposure	units,	and	is	most	closely	correlated	with	employment	levels,	corporate	revenue	and	asset	values.	A	growing	number	of	insolvencies	associated	with	an economic	downturn,	especially	insolvencies	in	the	insurance	industry,	could	adversely	affect	our	brokerage	business	through	the	loss	of	clients,	by	hampering	our	ability to	place	insurance	and	reinsurance	business	or	by	exposing	us	to	additional	error	and	omissions	claims	("E&O	claims").

								The	results	of	our	HR	Solutions	businesses	are	generally	affected	by	the	level	of	business	activity	of	our	clients,	which	in	turn	is	affected	by	the	level	of	economic activity	in	the	industries	and	markets	these	clients	serve.	Economic	slowdowns	in	some	markets	may	cause	reductions	in	technology	and	discretionary	spending	by	our clients,	which	may	result	in	reductions	in	the	growth	of	new	business	as	well	as	reductions	in	existing	business.	If	our	clients	enter	bankruptcy	or	liquidate	their operations,	our	revenues	could	be	adversely	affected.	In	addition,	our	revenues	from	many	of	our	outsourcing	contracts	depend	upon	the	number	of	our	clients' employees	or	the	number	of	participants	in	our	clients'	employee	benefit	plans	and	could	be	adversely	affected	by	layoffs.	We	may	also	experience	decreased	demand for	our	services	as	a	result	of	postponed	or	terminated	outsourcing	of	human	resources	functions	or	reductions	in	the	size	of	our	clients'	workforce.	Reduced	demand	for our	services	could	increase	price	competition.	Some	portion	of	our	services	may	be	considered	by	our	clients	to	be	more	discretionary	in	nature	and	thus,	demand	for these	services	may	be	impacted	by	economic	slowdowns.

# We	face	significant	competitive	pressures	in	each	of	our	businesses.

								We	believe	that	competition	in	our	Risk	Solutions	business	is	based	on	service,	product	features,	price,	commission	structure,	financial	strength	and	name recognition.	In	particular,	we	compete	with	a	large	number	of	national,	regional	and	local	insurance	companies	and	other	financial	services	providers	and	brokers.	We encounter	strong	competition	for	both	clients	and	professional	talent	in	our	Risk	Solutions	operations	from	other	insurance	brokerage	firms	that	also	operate	on	a nationwide	or	worldwide	basis,	from	a	large	number	of	regional	and	local	firms	throughout	the	world,	from	insurance	and	reinsurance	companies	that	market	and service	their	insurance	products	without	the	assistance	of	brokers	or	agents	and	from	other	businesses,	including	commercial	and	investment	banks,	accounting	firms	and consultants	that	provide	risk	related	services	and	products.

								Our	HR	Solutions	operations	compete	with	a	large	number	of	independent	firms	and	consulting	organizations	affiliated	with	accounting,	information	systems, technology	and	financial	services	firms	around	the	world.	Many	of	our	competitors	in	this	area	are	expanding	the	services	they	offer	in	an	attempt	to	gain	additional business.	Additionally,	some	competitors	have	established	and	are	likely	to	continue	to	establish,	cooperative	relationships	among	themselves	or	with	third	parties	to increase	their	ability	to	address	client	needs.

								Competitors	in	each	of	our	lines	of	business	may	have	greater	financial,	technical	and	marketing	resources,	larger	customer	bases,	greater	name	recognition, stronger	international	presence	and	more	established	relationships	with	their	customers	and	suppliers	than	we	have.	Additional	competitors	have	entered	some	of	the marketplaces	in	which	we	compete.	In	addition,	new	competitors,	alliances	among	competitors	or	mergers	of	competitors	could	emerge	and	gain	significant	market share,	and	some	of	our	competitors	may	have	or	may	develop	a	lower	cost	structure,	adopt	more	aggressive	pricing	policies	or	provide	services	that	gain	greater	market acceptance	than	the	services	that	we	offer	or	develop.	Large	and	well-capitalized	competitors	may	be	able	to	respond	to	the	need	for	technological	changes	faster,	price their	services	more	aggressively,	compete	for	skilled	professionals,	finance	acquisitions,	fund	internal	growth	and	compete	for	market	share	more	effectively	than	we	do. In	order	to	respond	to	increased	competition	and	pricing	pressure,	we	may	have	to	lower	our	rates,	which	would	have	an	adverse	effect	on	our	revenues	and	profit margin.

# Our	pension	obligations	could	adversely	affect	our	stockholders'	equity,	net	income,	cash	flow	and	liquidity.

								To	the	extent	that	the	present	value	of	the	pension	obligations	associated	with	our	major	plans	continue	to	exceed	the	value	of	the	assets	supporting	those obligations,	our	financial	position	and	results	of	operations	may	be	adversely	affected.	In	certain	previous	years,	there	have	been	declines	in	interest	rates.	As	a	result	of lower	interest	rates	and	investment	returns,	the	present	value	of	plan	liabilities	increased	faster	than	the	value	of	plan	assets,	resulting	in	significantly	higher	unfunded positions	in	several	of	our	major	pension	plans.

								We	currently	plan	on	contributing	approximately	$403	million	to	our	major	pension	plans	in	2011,	although	we	may	elect	to	contribute	more.	Total	cash contributions	to	these	pension	plans	in	2010	were	$288	million,	which	was	a	decrease	of	$149	million	from	2009.

								The	magnitude	of	our	worldwide	pension	plans	means	that	our	pension	expense	is	comparatively	sensitive	to	various	market	factors.	These	factors	include	equity and	bond	market	returns,	the	assumed	interest	rates	we	use	to	discount	our	pension	liabilities,	foreign	exchange	rates,	rates	of	inflation,	mortality	assumptions,	potential regulatory	and	legal	changes	and	counterparty	exposure	from	various	investments	and	derivative	contracts,	including	annuities.	Variations	in	any	of	these	factors	could cause	significant	fluctuation	in	our	financial	position	and	results	of	operations	from	year	to	year.

								The	periodic	revision	of	pension	assumptions	can	materially	change	the	present	value	of	future	benefits,	and	therefore	the	funded	status	of	the	plans	and	resulting periodic	pension	expense.	Changes	in	our	pension	benefit	obligations	and	the	related	net	periodic	costs	or	credits	may	occur	in	the	future

due	to	any	variance	of	actual	results	from	our	assumptions.	As	a	result,	there	can	be	no	assurance	that	we	will	not	experience	future	decreases	in	stockholders'	equity,	net income,	cash	flow	and	liquidity	or	that	we	will	not	be	required	to	make	additional	cash	contributions	in	the	future	beyond	those	that	have	been	estimated.

# We	have	debt	outstanding	that	could	adversely	affect	our	financial	flexibility.

								As	of	December	31,	2010,	we	had	total	consolidated	debt	outstanding	of	approximately	$4.5	billion.	The	level	of	debt	outstanding	could	adversely	affect	our financial	flexibility.	We	also	bear	risk	at	the	time	debt	matures.

								We	incurred	$2.5	billion	of	debt	to	finance	the	cash	portion	of	the	Hewitt	consideration	and	to	refinance	existing	Hewitt	debt	obligations.	The	financial	and	other covenants	to	which	we	have	agreed	in	connection	with	the	incurrence	of	such	debt,	and	our	increased	indebtedness	and	higher	debt-to-equity	ratio	in	comparison	to recent	historical	levels	may	have	the	effect,	among	other	things,	of	reducing	our	flexibility	to	respond	to	changing	business	and	economic	conditions,	thereby	placing	us at	a	relative	disadvantage	compared	to	competitors	that	have	less	indebtedness	and	making	us	more	vulnerable	to	general	adverse	economic	and	industry	conditions.	The increased	indebtedness	will	also	increase	borrowing	costs	and	the	covenants	pertaining	thereto	may	also	limit	our	ability	to	obtain	additional	financing	to	fund	working capital,	capital	expenditures,	additional	acquisitions	or	general	corporate	requirements.	We	will	also	be	required	to	dedicate	a	larger	portion	of	our	cash	flow	from operations	to	payments	on	our	indebtedness,	thereby	reducing	the	availability	of	our	cash	flow	for	other	purposes,	including	working	capital,	capital	expenditures	and general	corporate	purposes.

								We	have	two	primary	committed	credit	facilities	outstanding,	one	for	our	U.S.	operations,	the	other	for	our	European	operations.	The	U.S.	facility	totals $400	million	and	matures	in	December	2012.	It	is	intended	as	a	back-up	against	commercial	paper	or	to	address	capital	needs	in	times	of	extreme	liquidity	pressure.	The Euro	facility	totals	€650	million	($853	million	at	December	31,	2010	exchange	rates)	and	matures	in	October	2015.	It	is	intended	as	a	revolving	working	capital	line	for our	European	operations.	At	December	31,	2010,	we	had	no	borrowings	under	either	of	these	credit	facilities.	Both	facilities	require	certain	representations	and warranties	to	be	made	before	drawing	and	both	have	similar	financial	covenants.	At	December	31,	2010,	we	could	make	all	representations	and	warranties	and	were within	our	financial	covenants.

								Our	ability	to	make	interest	and	principal	payments,	to	refinance	our	debt	obligations	and	to	fund	planned	capital	expenditures	will	depend	on	our	ability	to	generate cash	from	operations.	This,	to	a	certain	extent,	is	subject	to	general	economic,	financial,	competitive,	legislative,	regulatory	and	other	factors	that	are	beyond	our control.

								If	we	cannot	service	our	indebtedness,	we	may	have	to	take	actions	such	as	selling	assets,	seeking	additional	equity	or	reducing	or	delaying	capital	expenditures, strategic	acquisitions,	investments	and	alliances,	any	of	which	could	impede	the	implementation	of	our	business	strategy	or	prevent	us	from	entering	into	transactions that	would	otherwise	benefit	our	business.	Additionally,	we	may	not	be	able	to	effect	such	actions,	if	necessary,	on	commercially	reasonable	terms,	or	at	all.	Nor	may	we be	able	to	refinance	any	of	our	indebtedness	on	commercially	reasonable	terms,	or	at	all.

A	decline	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	may	adversely	affect	our	borrowing	costs,	access	to	capital,	and	financial	flexibility.

								A	downgrade	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	could	increase	our	borrowing	costs,	reduce	or	eliminate	our	access	to	capital,	and	reduce our	financial	flexibility.	Our	senior	debt	ratings	at	December	31,	2010	were	BBB+	with	a	stable	outlook	(Standard	&	Poor's	and	Fitch,	Inc.)	and	Baa2	with	a	negative outlook	(Moody's	Investor	Services).	Our	commercial	paper	ratings	were	A-2	(S&P),	F-2	(Fitch)	and	P-2	(Moody's).

Changes	in	interest	rates	and	deterioration	of	credit	quality	could	reduce	the	value	of	our	cash	balances	and	investment	portfolios	and	adversely	affect	our financial	condition	or	results.

								Operating	funds	available	for	corporate	use	and	funds	held	on	behalf	of	clients	and	insurers	were	$1.1	billion	and	$3.5	billion,	respectively,	at	December	31,	2010. These	funds	are	reported	in	Cash,	Short-term	investments,	and	Fiduciary	assets.	We	also	carry	an	investment	portfolio	of	other	long-term	investments.	As	of December	31,	2010,	these	long-term	investments	had	a	carrying	value	of	$312	million.	Changes	in	interest	rates	and	counterparty	credit	quality,	including	default,	could reduce	the	value	of	these	funds	and	investments,	thereby	adversely	affecting	our	financial	condition	or	results.	For	example,	changes	in	domestic	and	international interest	rates	directly	affect	our	income	from	cash	balances	and	short-term	investments.	Similarly,	general	economic	conditions,	stock	market	conditions	and	other factors	beyond	our	control	affect	the	value	of	our	long-term	investments.	We	monitor	our	portfolio	for	other-than-temporary	impairments	in	carrying	value.	For securities	judged	to	have	an	other-than-temporary	impairment,	we	write	down	the	value	of	those	securities	and	recognize	a	realized	loss	through	the	Consolidated Statement	of	Income.

We	are	subject	to	a	number	of	contingencies	and	legal	proceedings	which,	if	determined	unfavorably	to	us,	could	adversely	affect	our	financial	results.

								We	are	subject	to	numerous	claims,	tax	assessments,	lawsuits	and	proceedings	that	arise	in	the	ordinary	course	of	business,	which	frequently	include	E&O	claims. The	damages	claimed	in	these	matters	are	or	may	be	substantial,	including,	in	many	instances,	claims	for	punitive,	treble	or	extraordinary	damages.	We	have	historically, and	continue	to,	purchase	insurance	to	cover	E&O	claims	and	other	insurance	to	provide	protection	against	certain	losses	that	arise	in	such	matters.	However,	we	have exhausted	or	materially	depleted	our	coverage	under	some	of	the	policies	that	protect	us	for	certain	years	and,	consequently,	are	self-insured	or	materially	self-insured for	some	historical	claims.	Accruals	for	these	exposures,	and	related	insurance	receivables,	when	applicable,	have	been	provided	to	the	extent	that	losses	are	deemed probable	and	are	reasonably	estimable.	These	accruals	and	receivables	are	adjusted	from	time	to	time	as	developments	warrant.	Amounts	related	to	settlement	provisions are	recorded	in	Other	general	expenses	in	the	Consolidated	Statements	of	Income.	Discussion	of	some	of	these	claims,	lawsuits	and	proceedings	are	contained	in	Note	18 to	our	Audited	Consolidated	Financial	Statements.

								The	ultimate	outcome	of	these	claims,	lawsuits	and	proceedings	cannot	be	ascertained,	and	liabilities	in	indeterminate	amounts	may	be	imposed	on	us.	It	is	possible that	future	results	of	operations	or	cash	flows	for	any	particular	quarterly	or	annual	period	could	be	materially	affected	by	an	unfavorable	resolution	of	these	matters.

								From	time	to	time,	our	clients	may	bring	claims	and	take	legal	action	pertaining	to	the	performance	of	fiduciary	responsibilities.	Whether	client	claims	and	legal action	related	to	our	performance	of	fiduciary	responsibilities	are	founded	or	unfounded,	if	such	claims	and	legal	actions	are	resolved	in	a	manner	unfavorable	to	us,	they may	adversely	affect	our	financial	results	and	materially	impair	our	market	perception	and	that	of	our	products	and	services.

								In	addition,	we	provide	a	variety	of	guarantees	and	indemnifications	to	our	customers	and	others.	The	maximum	potential	amount	of	future	payments	represents	the notional	amounts	that	could	become	payable	under	the	guarantees	and	indemnifications	if	there	were	a	total	default	by	the	guaranteed	parties,	without	consideration	of possible	recoveries	under	recourse	provisions	or	other	methods.	These	amounts	may	bear	no	relationship	to	the	expected	future	payments,	if	any,	for	these	guarantees and	indemnifications.	Any	anticipated	amounts	payable	which	are	deemed	to	be	probable	and	estimable	are	accrued	in	our	consolidated	financial	statements.

We	are	subject	to	E&O	claims	against	us,	some	of	which,	if	determined	unfavorably	to	us,	could	have	a	material	adverse	effect	on	the	results	of	operations	of	a business	line	or	the	Company	as	a	whole.

								We	assist	our	clients	with	various	matters,	including	placing	of	insurance	coverage	or	employee	benefit	plans	and	handling	related	claims,	consulting	on	various human	resources	matters,	and	outsourcing	various	human	resources	functions.	E&O	claims	against	us	may	allege	our	potential	liability	for	all	or	part	of	the	amounts	in question.	E&O	claims	could	include,	for	example,	the	failure	of	our	employees	or	sub	agents,	whether	negligently	or	intentionally,	to	place	coverage	correctly	or	notify carriers	of	claims	on	behalf	of	clients	or	to	provide	insurance	carriers	with	complete	and	accurate	information	relating	to	the	risks	being	insured,	the	failure	to	give	error- free	advice	in	our	human	resources	consulting	business	or	the	failure	to	correctly	execute	transactions	in	the	human	resources	outsourcing	business.	It	is	not	always possible	to	prevent	and	detect	errors	and	omissions,	and	the	precautions	we	take	may	not	be	effective	in	all	cases.	In	addition,	E&O	claims	may	seek	damages,	including punitive	damages,	in	amounts	that	could,	if	awarded,	be	significant	and,	in	addition	to	potential	liability	for	monetary	damages,	could	harm	our	reputation	or	divert management	resources	away	from	operating	our	business.	In	recent	years,	we	have	assumed	increasing	levels	of	self-insurance	for	potential	E&O	claim	exposures.	We use	case	level	reviews	by	inside	and	outside	counsel	to	establish	loss	reserves	in	accordance	with	applicable	accounting	standards.	These	reserves	are	reviewed	quarterly and	adjusted	as	developments	warrant.	Nevertheless,	given	the	unpredictability	of	E&O	claims	and	of	litigation,	it	is	possible	that	an	adverse	outcome	in	a	particular matter	could	have	a	material	adverse	effect	on	our	results	of	operations	or	cash	flows	in	a	particular	quarterly	or	annual	period.

Our	success	depends	on	our	ability	to	retain	and	attract	experienced	and	qualified	personnel,	including	our	senior	management	team	and	other	professional personnel.

								We	depend,	in	material	part,	upon	the	members	of	our	senior	management	team	who	possess	extensive	knowledge	and	a	deep	understanding	of	our	business	and our	strategy.	The	unexpected	loss	of	services	of	any	of	our	senior	executive	officers	could	have	a	disruptive	effect	adversely	impacting	our	ability	to	manage	our business	effectively	and	execute	our	business	strategy.	Likewise,	our	future	success	depends	on	our	ability	to	retain	and	attract	other	experienced	personnel,	including brokers,	HR	consultants	and	other	professional	personnel.	Competition	for	experienced	professional	personnel	is	intense,	and	we	are	constantly	working	to	retain	and attract	these	professionals.	If	we	cannot	successfully	do	so,	our	business,	operating	results	and	financial	condition	could	be	adversely	affected.

Our	businesses	are	subject	to	extensive	governmental	regulation	which	could	reduce	our	profitability,	limit	our	growth,	or	increase	competition.

								Our	businesses	are	subject	to	extensive	federal,	state	and	foreign	governmental	regulation	and	supervision,	which	could	reduce	our	profitability	or	limit	our	growth by	increasing	the	costs	of	regulatory	compliance,	limiting	or	restricting	the	products	or	services	we	sell	or	the	methods	by	which	we	sell	our	products	and	services,	or subjecting	our	businesses	to	the	possibility	of	regulatory	actions	or	proceedings.

								With	respect	to	our	Risk	Solutions	business,	this	supervision	generally	includes	the	licensing	of	insurance	brokers	and	agents	and	third	party	administrators	and	the regulation	of	the	handling	and	investment	of	client	funds	held	in	a	fiduciary	capacity.	Our	continuing	ability	to	provide	insurance	brokering	and	third	party administration	in	the	jurisdictions	in	which	we	currently	operate	depends	on	our	compliance	with	the	rules	and	regulations	promulgated	from	time	to	time	by	the regulatory	authorities	in	each	of	these	jurisdictions.	Also,	we	can	be	affected	indirectly	by	the	governmental	regulation	and	supervision	of	insurance	companies.	For instance,	if	we	are	providing	managing	general	underwriting	services	for	an	insurer,	we	may	have	to	contend	with	regulations	affecting	our	client.	Further,	regulation affecting	the	insurance	companies	with	whom	our	brokers	place	business	can	affect	how	we	conduct	those	operations.

								Although	the	federal	government	does	not	directly	regulate	the	insurance	industry,	federal	legislation	and	administrative	policies	in	several	areas,	including employee	benefit	plan	regulation,

Medicare,	age,	race,	disability	and	sex	discrimination,	investment	company	regulation,	financial	services	regulation,	securities	laws	and	federal	taxation,	and	the	FCPA, do	affect	the	insurance	industry	generally.	For	instance,	several	laws	and	regulations	adopted	by	the	federal	government,	including	the	Gramm	Leach	Bliley	Act	and	the Health	Insurance	Portability	and	Accountability	Act	of	1996,	have	created	additional	administrative	and	compliance	requirements	for	us.

								The	areas	in	which	we	provide	outsourcing	and	consulting	services	are	also	the	subject	of	government	regulation	which	is	constantly	evolving.	Changes	in government	regulations	in	the	United	States	affecting	the	value,	use	or	delivery	of	benefits	and	human	resources	programs,	including	changes	in	regulations	relating	to health	and	welfare	(such	as	medical)	plans,	defined	contribution	(such	as	401(k))	plans,	defined	benefit	(such	as	pension)	plans	or	payroll	delivery,	may	adversely	affect the	demand	for,	or	profitability	of,	our	services.	Recently,	we	have	seen	regulatory	initiatives	result	in	companies	either	discontinuing	their	defined	benefit	programs	or de-emphasizing	the	importance	such	programs	play	in	the	overall	mix	of	their	benefit	programs	with	a	trend	toward	increased	use	of	defined	contribution	plans.	If organizations	discontinue	or	de-emphasize	defined	benefit	plans	more	rapidly	than	we	anticipate,	the	results	of	our	business	could	be	adversely	affected.

								In	March	2010,	the	U.S.	government	enacted	health	care	reform	legislation	that	will	impact	how	our	clients	offer	health	care	to	their	employees.	If	we	are	unable	to adapt	our	services	to	changes	resulting	from	these	laws	and	any	subsequent	regulations,	our	ability	to	grow	our	business	or	to	provide	effective	services,	particularly	in the	outsourcing	and	consulting	business,	will	be	negatively	impacted.	Furthermore,	if	our	clients	reduce	the	role	or	extent	of	employer-sponsored	health	care	in	response to	the	newly	enacted	legislation,	our	results	of	operations	could	be	adversely	impacted.

								With	respect	to	our	international	operations,	we	are	subject	to	various	regulations	relating	to,	among	other	things,	licensing,	currency,	policy	language	and	terms, reserves	and	the	amount	of	local	investment.	These	various	regulations	also	add	to	our	cost	of	doing	business	through	increased	compliance	expenses	and	increased training	and	employee	expenses.	Furthermore,	the	loss	of	a	license	in	a	particular	jurisdiction	could	restrict	or	eliminate	our	ability	to	conduct	business	in	that jurisdiction.

								In	all	jurisdictions,	the	applicable	laws	and	regulations	are	subject	to	amendment	or	interpretation	by	regulatory	authorities.	Generally,	such	authorities	are	vested with	relatively	broad	discretion	to	grant,	renew	and	revoke	licenses	and	approvals	and	to	implement	regulations.	Accordingly,	we	may	be	precluded	or	temporarily suspended	from	carrying	on	some	or	all	of	our	activities	or	otherwise	fined	or	penalized	in	a	given	jurisdiction.	No	assurances	can	be	given	that	our	business	can continue	to	be	conducted	in	any	given	jurisdiction	as	it	has	been	conducted	in	the	past.

								In	addition,	new	legislative	or	industry	developments	could	create	an	increase	in	competition	that	could	adversely	affect	us.	These	developments	include:

•the	selling	of	insurance	by	insurance	companies	directly	to	insureds;

•changes	in	our	business	compensation	model	as	a	result	of	regulatory	actions	or	changes;

•the	establishment	of	programs	in	which	state-sponsored	entities	provide	property	insurance	in	catastrophe	prone	areas	or	other	alternative	types	of coverage;

•changes	in	regulations	relating	to	health	and	welfare	plans,	defined	contribution	plans	or	defined	benefit	plans;	or

•additional	regulations	promulgated	by	the	FSA	in	the	U.K.,	or	other	regulatory	bodies	in	jurisdictions	in	which	we	operate.

								Changes	in	the	regulatory	scheme,	or	even	changes	in	how	existing	regulations	are	interpreted,	could	have	an	adverse	impact	on	our	results	of	operations	by limiting	revenue	streams	or	increasing	costs	of	compliance.	Likewise,	increased	government	involvement	in	the	insurance	or	reinsurance	markets	could	curtail	or	replace our	opportunities	and	negatively	affect	our	results	of	operations	and	financial	condition.

# Our	significant	global	operations	expose	us	to	various	international	risks	that	could	adversely	affect	our	business.

								A	significant	portion	of	our	operations	are	conducted	outside	the	U.S,	including	the	sourcing	of	operations	from	global	locations	that	have	lower	cost	structures than	in	the	U.S.	Accordingly,	we	are	subject	to	legal,	economic	and	market	risks	associated	with	operating	in,	and	sourcing	from,	foreign	countries,	including:

•the	general	economic	and	political	conditions	existing	in	those	countries,	including	risks	associated	with	a	concentration	of	operations	in	certain geographic	regions;

•devaluations	and	fluctuations	in	currency	exchange	rates;

•imposition	of	limitations	on	conversion	of	foreign	currencies	or	remittance	of	dividends	and	other	payments	by	foreign	subsidiaries;

•imposition	or	increase	of	withholding	and	other	taxes	on	remittances	and	other	payments	by	subsidiaries;

•difficulties	in	staffing	and	managing	our	foreign	offices,	and	the	increased	travel,	infrastructure	and	legal	and	compliance	costs	associated	with	multiple international	locations;

•hyperinflation	in	certain	foreign	countries;

•imposition	or	increase	of	investment	and	other	restrictions	by	foreign	governments;

•longer	payment	cycles;

•greater	difficulties	in	accounts	receivable	collection;

•the	requirement	of	complying	with	a	wide	variety	of	foreign	laws;

•insufficient	demand	for	our	services	in	foreign	jurisdictions;

•ability	to	execute	effective	and	efficient	cross-border	sourcing	of	services	on	behalf	of	our	clients;

•restrictions	on	the	import	and	export	of	technologies;	and

# •trade	barriers.

We	are	exposed	to	fluctuations	in	currency	exchange	rates	that	could	negatively	impact	our	financial	results	and	cash	flows.

								Because	a	significant	portion	of	our	business	is	conducted	outside	the	United	States,	we	face	exposure	to	adverse	movements	in	foreign	currency	exchange	rates. These	exposures	may	change	over	time	and	they	could	have	a	material	adverse	impact	on	our	financial	results	and	cash	flows.	Our	four	largest	exposures	in	order	of sensitivity	are	the	Euro,	British	Pound,	Australian	Dollar	and	Canadian	Dollar.	Historically,	more	than	half	of	our	operating	income	has	been	non-U.S.	Dollar denominated,	therefore,	a	weaker	U.S.	Dollar	versus	the	Euro,	Australian	Dollar	and	Canadian	Dollar,	would	produce	more	profitable	results	in	our	consolidated financial	statements.	We	also	face	transactional	exposure	between	the	U.S.	Dollar	revenue	and	British	Pound	expense.	In	the	U.K.,	part	of	our	revenue	is	denominated	in U.S.	Dollars,	although	our	operating	expenses	are	denominated	in	British	Pounds.	Therefore,	a	stronger	U.S.	Dollar	versus	the	British	Pound	would	produce	more profitable	results	in	our	consolidated	financial	statements.	Additionally,	we	have	exposures	to	emerging	market	currencies,	which	can	have	extreme	currency	volatility. An	increase	in	the	value	of	the	U.S.	Dollar	relative	to	foreign	currencies	could	increase	the	real	cost	to	our	customers	in	foreign	markets	where	we	receive	our	revenue	in U.S.	Dollars,	and	a	weakened	U.S.	Dollar	could	potentially	affect	demand	for	our	services.

								Although	we	use	various	derivative	financial	instruments	to	help	protect	against	adverse	transaction	and	translation	effects	due	to	exchange	rate	fluctuations,	we cannot	eliminate	such	risks,	and	significant	changes	in	exchange	rates	may	adversely	affect	our	results.

# The	occurrence	of	natural	or	man	made	disasters	could	adversely	affect	our	financial	condition	and	results	of	operations.

								We	are	exposed	to	various	risks	arising	out	of	natural	disasters,	including	earthquakes,	hurricanes,	fires,	floods	and	tornadoes,	and	pandemic	health	events,	as	well as	man-made	disasters,	including	acts	of	terrorism	and	military	actions.	The	continued	threat	of	terrorism	and	ongoing	military	actions	may	cause	significant	volatility	in global	financial	markets,	and	a	natural	or	man-made	disaster	could	trigger	an	economic	downturn	in	the	areas	directly	or	indirectly	affected	by	the	disaster.	These consequences	could,	among	other	things,	result	in	a	decline	in	business	and	increased	claims	from	those	areas.	They	could	also	result	in	reduced	underwriting	capacity, making	it	more	difficult	for	our	Risk	Solutions	professionals	to	place	business.	Disasters	also	could	disrupt	public	and	private	infrastructure,	including	communications and	financial	services,	which	could	disrupt	our	normal	business	operations.

								A	natural	or	man-made	disaster	also	could	disrupt	the	operations	of	our	counterparties	or	result	in	increased	prices	for	the	products	and	services	they	provide	to	us. In	addition,	a	disaster	could	adversely	affect	the	value	of	the	assets	in	our	investment	portfolio	if	it	affects	companies'	ability	to	pay	principal	or	interest	on	their securities.	Finally,	a	natural	or	man-made	disaster	could	increase	the	incidence	or	severity	of	E&O	claims	against	us.

								Through	our	merger	with	Benfield,	we	acquired	equity	interests	in	Juniperus	Insurance	Opportunities	Fund	Limited	("Juniperus")	and	Juniperus	Capital	Holdings Limited	("JCHL").	Juniperus	invests	its	equity	in	a	limited	liability	company	that	is	expected	to	invest	in	excess	of	70%	of	its	assets	in	collateralized	reinsurance transactions	through	collateralized	swaps	with	a	reinsurance	company,	and	the	remaining	assets	in	instruments	such	as	catastrophe	bonds,	industry	loss	warrants	and insurer	or	reinsurer	sidecar	debt	and	equity	arrangements.	JCHL	provides	investment	management	and	related	services	to	Juniperus.	If	a	disaster	such	as	wind, earthquakes	or	other	named	catastrophe	occurs,	we	could	lose	some	or	all	of	our	equity	investment	in	Juniperus	of	approximately	$70	million.

								Also	in	the	Benfield	merger,	we	acquired	Benfield's	equity	stake	in	certain	Florida-domiciled	homeowner	insurance	companies.	We	maintain	ongoing	agreements to	provide	modeling,	actuarial,	and	consulting	services	to	these	insurance	companies.	These	firms'	financial	results	could	be	adversely	affected	if	assumptions	used	in establishing	their	underwriting	reserves	differ	from	actual	experience.	Reserve	estimates	represent	informed	judgments	based	on	currently	available	data,	as	well	as estimates	of	future	trends	in	claims	severity,	frequency,	judicial	theories	of	liability	and	other	factors.	Many	of	these	factors	are	not	quantifiable	in	advance	and	both internal	and	external	events,	such	as	changes	in	claims	handling	procedures,	inflation,	judicial	and	legal	developments	and	legislative	changes,	can	cause	estimates	to vary.	Additionally,	a	natural	disaster	occurring	in	Florida	could	increase	the	incidence	or	severity	of	E&O	claims	relating	to	these	existing	service	agreements.

Our	inability	to	successfully	recover	should	we	experience	a	disaster	or	other	business	continuity	problem	could	cause	material	financial	loss,	loss	of	human capital,	regulatory	actions,	reputational	harm	or	legal	liability.

								Should	we	experience	a	local	or	regional	disaster	or	other	business	continuity	problem,	such	as	an	earthquake,	hurricane,	terrorist	attack,	pandemic,	security	breach, power	loss,	telecommunications	failure	or	other	natural	or	man-made	disaster,	our	continued	success	will	depend,	in	part,	on	the	availability	of	our	personnel,	our	office facilities,	and	the	proper	functioning	of	our	computer,	telecommunication	and	other	related	systems	and	operations.	In	such	an	event,	our	operational	size,	the	multiple locations	from	which	we	operate,	and	our	existing	back-up	systems	would	provide	us	with	an	important	advantage.	Nevertheless,	we	could	still	experience	near-term operational	challenges	with	regard	to	particular	areas	of	our	operations,	such	as	key	executive	officers	or	personnel.

								Our	operations	are	dependent	upon	our	ability	to	protect	our	technology	infrastructure	against	damage	from	business	continuity	events	that	could	have	a	significant disruptive	effect	on	our	operations.	We	could	potentially	lose	client	data	or	experience	material	adverse	interruptions	to	our	operations	or	delivery	of	services	to	our clients	in	a	disaster	recovery	scenario.

								We	regularly	assess	and	take	steps	to	improve	upon	our	existing	business	continuity	plans	and	key	management	succession.	However,	a	disaster	on	a	significant scale	or	affecting	certain	of	our	key	operating	areas	within	or	across	regions,	or	our	inability	to	successfully	recover	should	we	experience	a	disaster	or	other	business continuity	problem,	could	materially	interrupt	our	business	operations	and	cause	material	financial	loss,	loss	of	human	capital,	regulatory	actions,	reputational	harm, damaged	client	relationships	or	legal	liability.

# Improper	disclosure	of	personal	data	could	result	in	legal	liability	or	harm	our	reputation.

								One	of	our	significant	responsibilities	is	to	maintain	the	security	and	privacy	of	our	clients'	confidential	and	proprietary	information	and	in	the	case	of	our	HR Solutions	clients,	the	personal	data	of	their	employees	and	retirement	and	other	benefit	plan	participants.	We	maintain	policies,	procedures	and	technological	safeguards designed	to	protect	the	security	and	privacy	of	this	information.	Nonetheless,	we	cannot	entirely	eliminate	the	risk	of	improper	access	to	or	disclosure	of	personally identifiable	information.	Such	disclosure	could	harm	our	reputation	and	subject	us	to	liability	under	our	contracts	and	laws	that	protect	personal	data,	resulting	in increased	costs	or	loss	of	revenue.

								Further,	data	privacy	is	subject	to	frequently	changing	rules	and	regulations,	which	sometimes	conflict	among	the	various	jurisdictions	and	countries	in	which	we provide	services.	Our	failure	to	adhere	to	or	successfully	implement	processes	in	response	to	changing	regulatory	requirements	in	this	area	could	result	in	legal	liability or	impairment	to	our	reputation	in	the	marketplace.

Our	business	performance	and	growth	plans	will	be	negatively	affected	if	we	are	not	able	to	effectively	apply	technology	in	driving	value	for	our	clients	through technology-based	solutions	or	gain	internal	efficiencies	through	the	effective	application	of	technology	and	related	tools.

								Our	future	success	depends,	in	part,	on	our	ability	to	develop	and	implement	technology	solutions	that	anticipate	and	keep	pace	with	rapid	and	continuing	changes in	technology,	industry	standards	and	client	preferences.	We	may	not	be	successful	in	anticipating	or	responding	to	these	developments	on	a	timely	and	cost-effective basis,	and	our	ideas	may	not	be	accepted	in	the	marketplace.	Additionally,	the	effort	to	gain	technological	expertise	and	develop	new	technologies	in	our	business requires	us	to	incur	significant	expenses.	If	we	cannot	offer	new	technologies	as	quickly	as	our	competitors	or	if	our	competitors	develop	more	cost-effective technologies,	it	could	have	a	material	adverse	effect	on	our	ability	to	obtain	and	complete	client	engagements.

If	our	clients	or	third	parties	are	not	satisfied	with	our	services,	we	may	face	additional	cost,	loss	of	profit	opportunities	and	damage	to	our	professional reputation	or	legal	liability.

								We	depend,	to	a	large	extent,	on	our	relationships	with	our	clients	and	our	reputation	for	high-quality	brokering,	risk	management	solutions,	outsourcing	and consulting	services	so	that	we	can	understand	our	clients'	needs	and	deliver	solutions	and	services	that	are	tailored	to	these	needs.	If	a	client	is	not	satisfied	with	our services,	it	may	be	more	damaging	to	our	business	than	to	other	businesses	and	could	cause	us	to	incur	additional	costs	and	impair	profitability.	Moreover,	if	we	fail	to meet	our	contractual	obligations,	we	could	be	subject	to	legal	liability	or	loss	of	client	relationships.	The	nature	of	our	work,	especially	our	actuarial	services	in	our	HR Solutions	business,	involves	assumptions	and	estimates	concerning	future	events,	the	actual	outcome	of	which	we	cannot	know	with	certainty	in	advance.	In	addition,	we could	make	computational,	software	programming	or	data	management	errors.	Further,	a	client	may	claim	it	suffered	losses	due	to	reliance	on	our	consulting	advice.	In addition	to	the	risks	of	liability	exposure	and	increased	costs	of	defense	and	insurance

premiums,	claims	arising	from	our	professional	services	may	produce	publicity	that	could	hurt	our	reputation	and	business	and	adversely	affect	our	ability	to	secure	new business.

# Our	business	is	exposed	to	risks	associated	with	the	handling	of	client	funds.

								Our	Risk	Solutions	business	collects	premiums	from	insureds	and,	after	deducting	commissions,	remits	the	premiums	to	the	respective	insurers.	We	also	collect claims	or	refunds	from	insurers	on	behalf	of	insureds,	which	are	remitted	to	the	insureds.	Similarly,	part	of	our	HR	Solutions'	outsourcing	business	handles	payroll processing	for	several	of	our	clients.	Consequently,	at	any	given	time,	we	may	be	holding	and	managing	funds	of	our	clients	and,	in	the	case	of	HR	Solutions,	their employees	while	payroll	is	being	processed.	This	function	creates	a	risk	of	loss	arising	from,	among	other	things,	fraud	by	employees	or	third	parties,	execution	of unauthorized	transactions	or	errors	relating	to	transaction	processing.	We	are	also	potentially	at	risk	in	the	event	the	financial	institution	in	which	we	hold	these	funds suffers	any	kind	of	insolvency	or	liquidity	event.	The	occurrence	of	any	of	these	types	of	events	in	connection	with	this	function	could	cause	us	financial	loss	and reputational	harm.

In	connection	with	the	implementation	of	our	corporate	strategy,	we	face	certain	risks	associated	with	the	acquisition	or	disposition	of	businesses,	and	the implementation	of	new	lines	of	business.

								In	pursuing	our	corporate	strategy,	we	may	acquire	other	businesses,	or	dispose	of	or	exit	businesses	we	currently	own.	The	success	of	this	strategy	is	dependent upon	our	ability	to	identify	appropriate	acquisition	and	disposition	targets,	negotiate	transactions	on	favorable	terms	and	ultimately	complete	such	transactions.	If acquisitions	are	made,	there	can	be	no	assurance	that	we	will	realize	the	anticipated	benefits	of	such	acquisitions,	including	revenue	growth,	operational	efficiencies	or expected	synergies.	In	addition,	we	may	not	be	able	to	integrate	acquisitions	successfully	into	our	existing	business,	and	we	could	incur	or	assume	unknown	or unanticipated	liabilities	or	contingencies,	which	may	impact	our	results	of	operations.	If	we	dispose	of	or	otherwise	exit	certain	businesses,	there	can	be	no	assurance that	we	will	not	incur	certain	disposition	related	charges,	or	that	we	will	be	able	to	reduce	overhead	related	to	the	divested	assets.

								From	time	to	time,	we	may	implement	new	lines	of	business	or	offer	new	products	and	services	within	existing	lines	of	business.	There	are	substantial	risks	and uncertainties	associated	with	these	efforts,	including	the	investment	of	significant	time	and	resources,	the	possibility	that	these	efforts	will	be	unprofitable,	and	the	risk	of additional	liabilities	associated	with	these	efforts.	Failure	to	successfully	manage	these	risks	in	the	development	and	implementation	of	new	lines	of	business	and	new products	and	services	could	have	a	material	adverse	effect	on	our	business,	financial	condition	or	results	of	operations.	External	factors,	such	as	compliance	with regulations,	competitive	alternatives	and	shifting	market	preferences	may	also	impact	the	successful	implementation	of	a	new	line	of	business.	In	addition,	we	can provide	no	assurance	that	the	implementation	of	new	lines	of	business	will	be	successful.

We	may	not	realize	all	of	the	anticipated	benefits	of	the	merger	with	Hewitt	or	those	benefits	may	take	longer	to	realize	than	expected.

								Our	ability	to	realize	the	anticipated	benefits	of	the	merger	with	Hewitt	will	depend,	to	a	large	extent,	on	our	ability	to	integrate	the	Hewitt	businesses	with	our businesses.	The	combination	of	two	independent	companies	is	a	complex,	costly	and	time-consuming	process.	As	a	result,	we	will	be	required	to	devote	significant management	attention	and	resources	to	integrating	Hewitt's	business	practices	and	operations	with	ours.	The	integration	process	may	disrupt	the	business	of	either	or both	of	the	companies	and,	if	implemented	ineffectively,	would	preclude	realization	of	the	full	benefits	expected	by	us.	Our	failure	to	meet	the	challenges	involved	in integrating	successfully	Hewitt's	operations	and	our	operations	or	otherwise	to	realize	the	anticipated	benefits	of	the	transaction	could	cause	an	interruption	of,	or	a	loss of	momentum	in,	our	activities	and	could	seriously	harm	our	results	of	operations.	In	addition,	the	overall	integration	of	the	two	companies	may	result	in	material unanticipated	problems,	expenses,	liabilities,	competitive	responses,	loss	of	client	relationships,	and

diversion	of	management's	attention,	and	may	cause	our	stock	price	to	decline.	The	difficulties	of	combining	the	operations	of	the	companies	include,	among	others:

•managing	a	significantly	larger	company;

•maintaining	employee	morale	and	retaining	key	management	and	other	employees;

•integrating	two	unique	business	cultures,	which	may	prove	to	be	incompatible;

•the	possibility	of	faulty	assumptions	underlying	expectations	regarding	the	integration	process;

•retaining	existing	clients	and	attracting	new	clients;

•consolidating	corporate	and	administrative	infrastructures	and	eliminating	duplicative	operations;

•the	diversion	of	management's	attention	from	ongoing	business	concerns	and	performance	shortfalls	as	a	result	of	the	diversion	of	management's attention	to	the	merger;

•coordinating	geographically	separate	organizations;

•unanticipated	issues	in	integrating	information	technology,	communications	and	other	systems;

•unanticipated	changes	in	applicable	laws	and	regulations;

•managing	tax	costs	or	inefficiencies	associated	with	integrating	the	operations	of	the	combined	company;

•unforeseen	expenses	or	delays	associated	with	the	merger;	and

•making	any	necessary	modifications	to	internal	financial	control	standards	to	comply	with	the	Sarbanes-Oxley	Act	of	2002	and	the	rules	and	regulations promulgated	thereunder.

								Many	of	these	factors	will	be	outside	of	our	control	and	any	one	of	them	could	result	in	increased	costs,	decreases	in	the	amount	of	expected	revenues	and	diversion of	management's	time	and	energy,	which	could	materially	impact	our	business,	financial	condition	and	results	of	operations.	In	addition,	even	if	Hewitt's	operations	are integrated	successfully	with	our	operations,	we	may	not	realize	the	full	benefits	of	the	transaction,	including	the	synergies,	cost	savings	or	sales	or	growth	opportunities that	we	expect.	These	benefits	may	not	be	achieved	within	the	anticipated	time	frame,	or	at	all.	Or,	additional	unanticipated	costs	may	be	incurred	in	the	integration	of our	businesses.	All	of	these	factors	could	cause	dilution	to	our	earnings	per	share,	decrease	or	delay	the	expected	accretive	effect	of	the	merger,	and	cause	a	decrease	in the	price	of	our	common	stock.	As	a	result,	we	cannot	assure	you	that	the	combination	of	Hewitt	with	us	will	result	in	the	realization	of	the	full	benefits	anticipated	from the	transaction.

# We	may	not	realize	all	of	the	expected	benefits	from	our	restructuring	plans.

								We	announced	a	global	restructuring	plan	in	connection	with	our	merger	with	Benfield	in	2008	(the	"Aon	Benfield	Plan").	The	restructuring	plan	is	intended	to integrate	and	streamline	operations	across	the	combined	Aon	Benfield	organization.	The	Aon	Benfield	Plan	includes	an	estimated	700	job	eliminations,	the	closing	or consolidation	of	several	offices,	asset	impairments	and	other	expenses	necessary	to	implement	these	initiatives.	We	estimate	that	the	Aon	Benfield	Plan	will	result	in cumulative	costs	totaling	approximately	$155	million,	of	which	$55	million	were	recorded	as	part	of	the	purchase	price	allocation	and	$100	million	of	which	have	been or	will	be	charged	to	earnings.	We	anticipate	that	our	annualized	savings	from	the	Aon	Benfield	Plan	will	be	approximately	$122	million	in	2011.	We	cannot	assure	that we	will	achieve	the	targeted	savings.

								In	2010,	after	completion	of	the	Hewitt	merger,	we	announced	a	global	restructuring	plan	(the	"Aon	Hewitt	Plan").	The	Aon	Hewitt	Plan,	which	will	continue	into 2013,	is	intended	to	streamline	operations	across	the	combined	organization.	The	Aon	Hewitt	Plan	is	expected	to	result	in	cumulative	costs	of	approximately $325	million	through	the	end	of	the	plan,	all	of	which	will	be	charged	to	our

earnings,	primarily	encompassing	workforce	reduction	and	real	estate	rationalization	costs.	The	total	estimated	cost	of	$325	million	consists	of	approximately $180	million	in	employee	termination	costs	(all	of	which	is	expected	to	be	incurred	in	cash)	and	approximately	$145	million	in	real	estate	rationalization	costs	(of	which approximately	$95	million	is	expected	to	be	incurred	in	cash).	An	estimated	1,500	to	1,800	positions	globally,	predominantly	non-client	facing,	are	expected	to	be eliminated	as	part	of	the	Aon	Hewitt	Plan.	As	of	December	31,	2010,	approximately	360	jobs	have	been	eliminated	under	this	Plan	and	$52	million	has	been	expensed to	date.

								We	expect	to	achieve	total	annual	savings	of	around	$355	million	in	2013,	including	approximately	$280	million	of	annual	savings	related	to	the	Aon	Hewitt	Plan, and	additional	savings	in	areas	such	as	information	technology,	procurement	and	public	company	costs.	Actual	total	savings,	costs	and	timing	may	vary	from	those estimated	due	to	changes	in	the	scope	or	assumptions	underlying	the	restructuring	plan.	We	therefore	cannot	assure	that	we	will	achieve	the	targeted	savings.

The	global	nature	of	our	business	and	the	resolution	of	tax	disputes	could	create	volatility	in	our	effective	tax	rate,	could	expose	us	to	greater	than	anticipated	tax liabilities	and	could	cause	us	to	adjust	previously	recognized	tax	assets	and	liabilities.

								We	are	subject	to	income	taxes	in	the	U.S.	and	many	foreign	jurisdictions.	As	a	result,	our	effective	tax	rate	from	period	to	period	can	be	affected	by	many	factors, including	changes	in	tax	legislation,	our	global	mix	of	earnings,	the	tax	characteristics	of	our	income,	the	transfer	pricing	of	revenues	and	costs,	acquisitions	and dispositions,	and	the	portion	of	the	income	of	foreign	subsidiaries	that	we	expect	to	remit	to	the	U.S.	Significant	judgment	is	required	in	determining	our	worldwide provision	for	income	taxes.	It	is	complex	to	comply	with	a	wide	variety	of	foreign	laws	and	regulations	administered	by	foreign	governmental	agencies,	some	of	which may	conflict	with	the	U.S.	or	other	foreign	law.	Our	determination	of	our	tax	liability	is	always	subject	to	review	by	applicable	tax	authorities.	Favorable	resolution	of such	matters	would	typically	be	recognized	as	a	reduction	in	our	effective	tax	rate	in	the	year	of	resolution.	Conversely,	unfavorable	resolution	of	any	particular	issue could	increase	the	effective	tax	rate	and	may	require	the	use	of	cash	in	the	year	of	resolution.	Such	an	adverse	outcome	could	have	a	negative	effect	on	our	operating results	and	financial	condition.	Although	we	believe	our	estimates	are	reasonable,	the	ultimate	tax	outcome	may	differ	from	the	amounts	recorded	in	our	financial statements	and	may	materially	affect	our	financial	results	in	the	period	or	periods	for	which	such	determination	is	made.	While	historically	we	have	not	experienced significant	adjustments	to	previously	recognized	tax	assets	and	liabilities	as	a	result	of	finalizing	tax	returns,	there	can	be	no	assurance	that	significant	adjustments	will not	arise.

Implementation	of	changes	to	the	methods	in	which	we	internally	process	and	monitor	transactions	and	activities	may	encounter	delays	or	other	problems,	which could	adversely	impact	our	accounting	and	financial	reporting	processes.

								Our	businesses	require	that	we	process	and	monitor,	on	a	regular	basis,	a	very	large	number	of	transactions	and	other	activities,	many	of	which	are	highly	complex, across	numerous	markets	in	several	different	currencies.	Initiatives	underway	that	are	designed	to	improve	these	functions	will	alter	how	we	gather,	organize	and internally	report	these	transactions	and	activities.	To	the	extent	these	initiatives	are	not	implemented	properly	or	encounter	problems	or	delays	in	their	implementation, they	may	adversely	impact	our	accounting	and	financial	reporting	processes.

Changes	in	our	accounting	estimates	and	assumptions	could	negatively	affect	our	financial	position	and	results	of	operations.

								We	prepare	our	financial	statements	in	accordance	with	U.S.	GAAP.	These	accounting	principles	require	us	to	make	estimates	and	assumptions	that	affect	the reported	amounts	of	assets	and	liabilities,	and	the	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	our	financial	statements.	We	are	also	required	to	make certain	judgments	that	affect	the	reported	amounts	of	revenues	and	expenses	during	each	reporting	period.	We	periodically	evaluate	our	estimates	and	assumptions including	those

relating	to	restructuring,	pensions,	goodwill	and	other	intangible	assets,	contingencies,	share-based	payments	and	income	taxes.	We	base	our	estimates	on	historical experience	and	various	assumptions	that	we	believe	to	be	reasonable	based	on	specific	circumstances.	Actual	results	could	differ	from	these	estimates,	and	changes	in accounting	standards	could	have	an	adverse	impact	on	our	future	financial	position	and	results	of	operations.

# We	are	a	holding	company	and,	therefore,	may	not	be	able	to	receive	dividends	in	needed	amounts	from	our	subsidiaries.

								Our	principal	assets	are	the	shares	of	capital	stock	of	our	subsidiaries.	We	have	to	rely	on	dividends	from	these	subsidiaries	to	meet	our	obligations	for	paying principal	and	interest	on	outstanding	debt	obligations	and	for	paying	dividends	to	stockholders	and	corporate	expenses.	While	our	principal	subsidiaries	currently	are	not limited	by	material	contractual	restrictions	on	their	abilities	to	pay	cash	dividends	or	to	make	other	distributions	with	respect	to	their	capital	stock	to	us,	certain	of	our subsidiaries	are	subject	to	regulatory	requirements	of	the	jurisdictions	in	which	they	operate.	These	regulatory	restrictions	may	limit	the	amounts	that	these	subsidiaries can	pay	in	dividends	or	advance	to	us.	No	assurance	can	be	given	that	there	will	not	be	further	regulatory	actions	restricting	the	ability	of	our	subsidiaries	to	pay dividends.	In	addition,	due	to	differences	in	tax	rates,	repatriation	of	funds	from	certain	countries	into	the	U.S.	could	have	unfavorable	tax	ramifications	for	us.

Results	in	our	Risk	Solutions	business	may	fluctuate	due	to	many	factors,	including	cyclical	or	permanent	changes	in	the	insurance	and	reinsurance	industries outside	of	our	control.

								Results	in	our	Risk	Solutions	business	have	historically	been	affected	by	significant	fluctuations	arising	from	uncertainties	and	changes	in	the	industries	in	which we	operate.	A	significant	portion	of	our	revenue	consists	of	commissions	paid	to	us	out	of	the	premiums	that	insurers	and	reinsurers	charge	our	clients	for	coverage.	We have	no	control	over	premium	rates,	and	our	revenues	and	profitability	are	subject	to	change	to	the	extent	that	premium	rates	fluctuate	or	trend	in	a	particular	direction. The	potential	for	changes	in	premium	rates	is	significant,	due	to	pricing	cyclicality	in	the	commercial	insurance	and	reinsurance	markets.

								In	addition	to	movements	in	premium	rates,	our	ability	to	generate	premium-based	commission	revenue	may	be	challenged	by	the	growing	availability	of alternative	methods	for	clients	to	meet	their	risk-protection	needs.	This	trend	includes	a	greater	willingness	on	the	part	of	corporations	to	"self-insure",	the	use	of	so- called	"captive"	insurers,	and	the	advent	of	capital	markets-based	solutions	to	traditional	insurance	and	reinsurance	needs.

# Our	results	may	be	adversely	affected	by	changes	in	the	mode	of	compensation	in	the	insurance	industry.

								Since	the	Attorney	General	of	New	York	("NYAG")	brought	charges	against	one	of	our	competitors	in	2004,	there	has	been	uncertainty	concerning	longstanding methods	of	compensating	insurance	brokers.	Soon	after	the	NYAG	brought	those	charges,	we	and	certain	other	large	insurance	brokers	announced	that	we	would terminate	contingent	commission	arrangements	with	underwriters	and,	during	the	period	2005	through	2008,	we	and	three	other	large	insurance	brokers	entered	into agreements	with	a	number	of	state	attorneys	general	and	insurance	regulators	in	which	we	covenanted	to	refrain	from	taking	contingent	commissions.	Most	other insurance	brokers,	however,	continued	to	enter	into	contingent	commission	arrangements,	and	regulators	have	not	taken	action	consistently	to	end	or	prohibit	such arrangements.	In	July	2008,	New	York	regulators	held	hearings	on	potential	rules	relating	to	insurance	producer	compensation	and	disclosures.	As	a	result	of	those hearings	and	public	comments,	New	York	regulators	promulgated	Regulation	No.	194	in	February	2010,	which	was	effective	January	1,	2011.	Regulation	No.	194	does not	prohibit	producers	from	accepting	contingent	commissions	as	compensation	from	insurers,	but	does	obligate	all	insurance	producers	to	abide	by	certain	minimally prescribed	uniform	standards	of	compensation	disclosure.	Effective	as	of	February	11,	2010,	we	entered	into	an	amended	and	restated	agreement	(the	"Amended Settlement	Agreement")

with	the	Attorneys	General	of	the	States	of	New	York,	Illinois	and	Connecticut,	the	Director	of	the	Division	of	Insurance,	Illinois	Department	of	Insurance,	and	the Superintendent	of	Insurance	of	the	State	of	New	York,	which	supersedes	and	replaces	the	earlier	agreement	with	those	regulators.	The	Amended	Settlement	Agreement requires	us,	among	other	things,	to	provide,	throughout	the	United	States,	compensation	disclosure	that	complies,	at	a	minimum,	with	the	requirements	of Regulation	194	or	the	provisions	of	the	original	settlement	agreement	with	those	regulators.	The	Amended	Settlement	Agreement	also	requires	compliance	with	any rules,	regulations	or	guidance	issued	by	the	attorneys	general	or	insurance	departments	of	Illinois,	Connecticut	and	any	other	states	in	which	we	conduct	business.	The Amended	Settlement	Agreement	does	not	prohibit	us	from	accepting	contingent	compensation.	Following	the	Amended	Settlement	Agreement,	we	also	entered agreements	with	substantially	similar	agreements	with	the	Departments	of	Insurance	of	thirty	three	states	and	Guam	which	also	lifts	the	prohibition	on	the	acceptance	of contingent	commissions	and	requires	the	compliance	standards	of	the	Amended	Settlement	Agreement.

The	profitability	of	our	outsourcing	and	consulting	engagements	with	clients	may	not	meet	our	expectations	due	to	unexpected	costs,	cost	overruns,	early contract	terminations,	unrealized	assumptions	used	in	our	contract	bidding	process	or	the	inability	to	maintain	our	prices.

								In	our	HR	Solutions	business,	our	profitability	is	a	function	of	our	ability	to	control	our	costs	and	improve	our	efficiency.	As	we	adapt	to	change	in	our	business, enter	into	new	engagements,	acquire	additional	businesses	and	take	on	new	employees	in	new	locations,	we	may	not	be	able	to	manage	our	large,	diverse	and	changing workforce,	control	our	costs	or	improve	our	efficiency.

								Most	new	outsourcing	arrangements	undergo	an	implementation	process	whereby	our	systems	and	processes	are	customized	to	match	a	client's	plans	and	programs. The	cost	of	this	process	is	estimated	by	us	and	often	partially	funded	by	our	clients.	If	our	actual	implementation	expense	exceeds	our	estimate	or	if	the	ongoing	service cost	is	greater	than	anticipated,	the	client	contract	may	be	less	profitable	than	expected.

								Even	though	outsourcing	clients	typically	sign	long-term	contracts,	these	contracts	may	be	terminated	at	any	time,	with	or	without	cause,	by	our	client	upon	90	to 180	days	written	notice.	Our	outsourcing	clients	are	generally	required	to	pay	a	termination	fee;	however,	this	amount	may	not	be	sufficient	to	fully	compensate	us	for the	profit	we	would	have	received	if	the	contract	had	not	been	cancelled.	Consulting	contracts	are	typically	on	an	engagement-by-engagement	basis	versus	a	long-term contract.	A	client	may	choose	to	delay	or	terminate	a	current	or	anticipated	project	as	a	result	of	factors	unrelated	to	our	work	product	or	progress,	such	as	the	business	or financial	condition	of	the	client	or	general	economic	conditions.	When	any	of	our	engagements	are	terminated,	we	may	not	be	able	to	eliminate	associated	costs	or redeploy	the	affected	employees	in	a	timely	manner	to	minimize	the	impact	on	profitability.	Any	increased	or	unexpected	costs	or	unanticipated	delays	in	connection with	the	performance	of	these	engagements,	including	delays	caused	by	factors	outside	our	control,	could	have	an	adverse	effect	on	our	profit	margin.

								Our	profit	margin,	and	therefore	our	profitability,	is	largely	a	function	of	the	rates	we	are	able	to	charge	for	our	services	and	the	staffing	costs	for	our	personnel. Accordingly,	if	we	are	not	able	to	maintain	the	rates	we	charge	for	our	services	or	appropriately	manage	the	staffing	costs	of	our	personnel,	we	will	not	be	able	to	sustain our	profit	margin	and	our	profitability	will	suffer.	The	prices	we	are	able	to	charge	for	our	services	are	affected	by	a	number	of	factors,	including	competitive	factors, cost	of	living	adjustment	provisions,	the	extent	of	ongoing	clients'	perception	of	our	ability	to	add	value	through	our	services	and	general	economic	conditions.	Our profitability	in	providing	HR	BPO	services	is	largely	based	on	our	ability	to	drive	cost	efficiencies	during	the	term	of	our	contracts	for	such	services.	If	we	cannot	drive suitable	cost	efficiencies,	our	profit	margins	will	suffer.

# We	might	not	be	able	to	achieve	the	cost	savings	required	to	sustain	and	increase	our	profit	margins	in	our	HR	Solutions	business.

								Our	outsourcing	business	model	inherently	places	ongoing	pressure	on	the	profit	margins	of	our	HR	Solutions	segment.	We	provide	our	outsourcing	services	over long	terms	for	variable	or	fixed	fees	that	generally	are	less	than	our	clients'	historical	costs	to	provide	for	themselves	the	services	we	contract	to	deliver.	Also,	clients' demand	for	cost	reductions	may	increase	over	the	term	of	the	agreement.	As	a	result,	we	bear	the	risk	of	increases	in	the	cost	of	delivering	HR	outsourcing	services	to our	clients,	and	our	margins	associated	with	particular	contracts	will	depend	on	our	ability	to	control	our	costs	of	performance	under	those	contracts	and	meet	our	service commitments	cost-effectively.	Over	time,	some	of	our	operating	expenses	will	increase	as	we	invest	in	additional	infrastructure	and	implement	new	technologies	to maintain	our	competitive	position	and	meet	our	client	service	commitments.	We	must	anticipate	and	respond	to	the	dynamics	of	our	industry	and	business	by	using quality	systems,	process	management,	improved	asset	utilization	and	effective	supplier	management	tools.	We	must	do	this	while	continuing	to	grow	our	business	so that	our	fixed	costs	are	spread	over	an	increasing	revenue	base.	If	we	are	not	effective	at	this,	our	ability	to	sustain	and	increase	profitability	will	be	jeopardized.

Our	accounting	for	our	long-term	outsourcing	contracts	requires	using	estimates	and	projections	that	may	change	over	time.	These	changes	may	have	a significant	or	adverse	effect	on	our	reported	results	of	operations	or	financial	condition.

								Projecting	contract	profitability	on	the	long-term	outsourcing	contracts	in	our	HR	Solutions	business	requires	us	to	make	assumptions	and	estimates	of	future contract	results.	All	estimates	are	inherently	uncertain	and	subject	to	change.	In	an	effort	to	maintain	appropriate	estimates,	we	review	each	of	our	long-term	outsourcing contracts,	the	related	contract	reserves	and	intangible	assets	on	a	regular	basis.	If	we	determine	that	we	need	to	change	our	estimates	for	a	contract,	we	will	change	the estimates	in	the	period	in	which	the	determination	is	made.	These	assumptions	and	estimates	involve	the	exercise	of	judgment	and	discretion,	which	may	also	evolve over	time	in	light	of	operational	experience,	regulatory	direction,	developments	in	accounting	principles	and	other	factors.	In	particular,	HR	BPO	is	a	relatively	immature industry	and	we	have	limited	experience	in	estimating	implementation	and	ongoing	costs	compared	to	our	more	mature	benefits	outsourcing	business.	Further,	changes in	assumptions,	estimates	or	developments	in	the	business	or	the	application	of	accounting	principles	related	to	long-term	outsourcing	contracts	may	change	our	initial estimates	of	future	contract	results.	Application	of,	and	changes	in,	assumptions,	estimates	and	policies	may	adversely	affect	our	financial	results.

We	rely	on	third	parties	to	provide	services,	and	their	failure	to	perform	the	service	could	do	harm	to	our	business.

								As	part	of	providing	services	to	clients	in	our	HR	Solutions	business,	we	rely	on	a	number	of	third-party	service	providers.	These	providers	include,	but	are	not limited	to,	plan	trustees	and	payroll	service	providers	responsible	for	transferring	funds	to	employees	or	on	behalf	of	employees,	and	providers	of	data	and	information, such	as	software	vendors,	health	plan	providers,	investment	managers	and	investment	advisers,	that	we	work	with	to	provide	information	to	clients'	employees.	Those providers	also	include	providers	of	human	resource	functions	such	as	recruiters	and	trainers	employed	by	us	in	connection	with	our	human	resources	business	processing services	delivered	to	our	clients.	Failure	of	third-party	service	providers	to	perform	in	a	timely	manner,	particularly	during	periods	of	peak	demand,	could	result	in contractual	or	regulatory	penalties,	liability	claims	from	clients	and/or	employees,	damage	to	our	reputation	and	harm	to	our	business.

We	rely	heavily	on	our	computing	and	communications	infrastructure	and	the	integrity	of	these	systems	in	the	delivery	of	human	resources	services	for	our	HR Solutions	clients,	and	our	operational

performance	and	revenue	growth	depends,	in	part,	on	the	reliability	and	functionality	of	this	infrastructure	as	a	means	of	delivering	human	resources	services.

								The	internet	is	a	key	mechanism	for	delivering	our	human	resources	services	to	our	HR	Solutions	clients	efficiently	and	cost	effectively.	Our	clients	may	not	be receptive	to	human	resource	services	delivered	over	the	internet	due	to	concerns	regarding	transaction	security,	user	privacy,	the	reliability	and	quality	of	internet	service and	other	reasons.	Our	clients'	concerns	may	be	heightened	by	the	fact	we	use	the	internet	to	transmit	extremely	confidential	information	about	our	clients	and	their employees,	such	as	compensation,	medical	information	and	other	personally	identifiable	information.	In	order	to	maintain	the	level	of	security,	service	and	reliability that	our	clients	require,	we	may	be	required	to	make	significant	investments	in	our	online	methods	of	delivering	human	resources	services.	In	addition,	websites	and proprietary	online	services	have	experienced	service	interruptions	and	other	delays	occurring	throughout	their	infrastructure.	The	adoption	of	additional	laws	or regulations	with	respect	to	the	internet	may	impede	the	efficiency	of	the	internet	as	a	medium	of	exchange	of	information	and	decrease	the	demand	for	our	services.	If we	cannot	use	the	internet	effectively	to	deliver	our	services,	our	revenue	growth	and	results	of	operation	may	be	impaired.

								We	may	lose	client	data	as	a	result	of	major	catastrophes	and	other	similar	problems	that	may	materially	adversely	impact	our	operations.	We	have	multiple processing	centers	around	the	world	that	use	various	commercial	methods	for	disaster	recovery	capabilities.	Our	main	data	processing	center	is	located	near	the	Aon Hewitt	headquarters	in	Lincolnshire,	Illinois.	In	the	event	of	a	disaster,	our	business	continuity	may	not	be	sufficient,	and	the	data	recovered	may	not	be	sufficient	for	the administration	of	our	clients'	human	resources	programs	and	processes.

# Item	1B.				Unresolved	Staff	Comments.

								We	have	offices	in	various	locations	throughout	the	world.	Substantially	all	of	our	offices	are	located	in	leased	premises.	We	maintain	our	corporate	headquarters at	200	E.	Randolph	Street	in	Chicago,	Illinois,	where	we	occupy	approximately	327,000	square	feet	of	space	under	an	operating	lease	agreement	that	expires	in	2013. There	are	two	five-year	renewal	options	at	current	market	rates.	We	own	one	building	at	Pallbergweg	2-4,	Amsterdam,	the	Netherlands	(150,000	square	feet).	The following	are	additional	significant	leased	properties,	along	with	the	occupied	square	footage	and	expiration.

| Property: | Occupied	Square	Footage | Lease	Expiration	Dates |
| :--- | :--- | :--- |
| 4\tOverlook\tPoint\tand\tother\tlocations,\tLincolnshire,\tIllinois | 1,279,000 | 2014\t-\t2019 |
| 2601\tResearch\tForest\tDrive,\tThe\tWoodlands,\tTexas | 414,000 | 2020 |
| 2300\tDiscovery\tDrive,\tOrlando,\tFlorida | 364,000 | 2020 |
| Devonshire\tSquare\tand\tother\tlocations,\tLondon,\tUK | 339,000 | 2018\t-\t2028 |
| 199\tWater\tStreet,\tNew\tYork,\tNew\tYork | 337,000 | 2018 |
| 1000\tN.\tMilwaukee\tAvenue,\tGlenview,\tIllinois | 233,000 | 2017 |
| 7201\tHewitt\tAssociates\tDrive,\tCharlotte,\tNorth\tCarolina | 218,000 | 2015 |

								The	locations	in	Lincolnshire,	Illinois,	The	Woodlands,	Texas,	Orlando,	Florida,	and	Charlotte	North	Carolina,	each	of	which	were	acquired	as	part	of	the	Hewitt acquisition,	are	primarily	dedicated	to	our	HR	Solutions	business.	The	other	locations	listed	above	house	personnel	from	each	of	our	business	segments.

								In	general,	no	difficulty	is	anticipated	in	negotiating	renewals	as	leases	expire	or	in	finding	other	satisfactory	space	if	the	premises	become	unavailable.	We	believe that	the	facilities	we	currently	occupy	are	adequate	for	the	purposes	for	which	they	are	being	used	and	are	well	maintained.	In	certain	circumstances,	we	may	have unused	space	and	may	seek	to	sublet	such	space	to	third	parties,	depending	upon	the	demands	for	office	space	in	the	locations	involved.	See	Note	10	"Lease Commitments"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report	for	information	with	respect	to	our	lease	commitments	as	of December	31,	2010.

# Item	3.				Legal	Proceedings.

								We	hereby	incorporate	by	reference	Note	18	"Commitments	and	Contingencies	—	Legal,"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of this	report.

# Executive	Officers	of	the	Registrant

								The	executive	officers	of	Aon,	their	business	experience	during	the	last	five	years,	and	their	ages	and	positions	held	as	of	December	31,	2010	are	set	forth	below.

Name Age Position Gregory	C.	Case 48 President	and	Chief	Executive	Officer.	Mr.	Case	became	President	and	Chief	Executive	Officer	of	Aon	in	April	2005.	Prior to	joining	Aon,	Mr.	Case	was	with	McKinsey	&	Company,	the	international	management	consulting	firm,	for	17	years,	most recently	serving	as	head	of	the	Financial	Services	Practice.	He	previously	was	responsible	for	McKinsey's	Global	Insurance Practice,	and	was	a	member	of	McKinsey's	governing	Shareholders'	Committee.	Prior	to	joining	McKinsey,	Mr.	Case	was with	the	investment	banking	firm	of	Piper,	Jaffray	and	Hopwood	and	the	Federal	Reserve	Bank	of	Kansas	City. Christa	Davies 39 Executive	Vice	President	and	Chief	Financial	Officer.	Ms.	Davies	became	Executive	Vice	President	—	Global	Finance	in November	2007.	In	March	2008,	Ms.	Davies	assumed	the	additional	role	of	Chief	Financial	Officer.	Prior	to	joining	Aon, Ms.	Davies	served	for	5	years	in	various	capacities	at	Microsoft	Corporation,	most	recently	serving	as	Chief	Financial Officer	of	the	Platform	and	Services	Division.	Before	joining	Microsoft	in	2002,	Ms.	Davies	served	at	ninemsn,	an Australian	joint	venture	with	Microsoft. Gregory	J.	Besio 53 Executive	Vice	President,	Chief	Administrative	Officer	and	Head	of	Global	Strategy.	Mr.	Besio	currently	serves	as Executive	Vice	President,	Chief	Administrative	Officer	and	Head	of	Global	Strategy	of	Aon,	and	also	serves	as	the Executive	Integration	Leader	for	Aon	Hewitt	following	the	merger	of	Hewitt	Associates,	Inc.	with	a	subsidiary	of	Aon.	Prior to	joining	Aon	in	May	2007,	Mr.	Besio	held	a	variety	of	senior	positions	in	strategy	and	operations	at	Motorola.	Prior	to joining	Motorola,	he	was	a	partner	at	McKinsey	&	Company.

Name Age Position Laurel	Meissner 52 Senior	Vice	President	and	Global	Controller.	Ms.	Meissner	joined	Aon	in	February	2009,	and	was	appointed	Senior	Vice President	and	Global	Controller	and	designated	as	Aon's	principal	accounting	officer	in	March	2009.	Prior	to	joining	Aon, Ms.	Meissner	served	from	July	2008	through	January	2009	as	Senior	Vice	President,	Finance,	Chief	Accounting	Officer	of Motorola,	Inc.,	an	international	communications	company.	Ms.	Meissner	joined	Motorola	in	2000	as	Director	of	Technical Accounting,	served	as	its	Vice	President,	Finance	and	Assistant	Controller	from	November	2001	to	August	2007,	its Corporate	Vice	President,	Finance	and	Assistant	Controller	from	August	2007	to	March	2008	and	its	Corporate	Vice President,	Finance,	Chief	Accounting	Officer	from	March	2008	to	July	2008. Michael	J.	O'Connor 42 Chief	Operating	Officer,	Aon	Risk	Solutions.	Mr.	O'Connor	joined	Aon	in	February	2008	and	serves	as	Chief	Operating Officer	of	Aon	Risk	Solutions.	Prior	to	joining	Aon,	Mr.	O'Connor	spent	approximately	ten	years	at	McKinsey	&	Company, most	recently	serving	as	a	partner	and	a	leader	of	the	North	American	Financial	Services	practice	and	the	North	American Insurance	practice.

# PART	II

# Item	5.				Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities.

								Aon's	common	stock,	par	value	$1.00	per	share,	is	traded	on	the	New	York	Stock	Exchange.	We	hereby	incorporate	by	reference	the	"Dividends	paid	per	share" and	"Price	range"	data	in	Note	20	"Quarterly	Financial	Data"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

								We	hereby	incorporate	by	reference	Note	12,	"Stockholders'	Equity"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

								The	following	information	relates	to	the	repurchases	of	equity	securities	by	Aon	or	any	affiliated	purchaser	during	any	month	within	the	fourth	quarter	of	the	fiscal year	covered	by	this	report:

| Period | Total	Number	of<br>Shares	Purchased | Average	Price<br>Paid	per	Share | as	Part	of<br>Publicly<br>Announced	Plans<br>or	Programs | Maximum	Dollar	Value<br>of	Shares	that	May	Yet<br>Be	Purchased	Under<br>the	Plans	or	Programs |
| :--- | :--- | :--- | :--- | :--- |
| 10/1/10\t-\t10/31/10 |  | —\t $— | — | $2,164,804,315 |
| 11/1/10\t-\t11/30/10 | 1,854,253 | 40.39 | 1,854,253 | 2,089,907,636 |
| 12/1/10\t-\t12/31/10 | 1,766,000 | 42.45 | 1,766,000 | 2,014,948,003 |
|  | 3,620,253 | 41.39 | 3,620,253 | 2,014,948,003 |

								In	the	fourth	quarter	of	2007,	our	Board	of	Directors	increased	the	authorized	share	repurchase	program	to	$4.6	billion.	Shares	may	be	repurchased	through	the open	market	or	in	privately	negotiated	transactions.	Through	December	31,	2010,	we	repurchased	111.9	million	shares	of	common	stock	at	an	average	price	(excluding commissions)	of	$40.97	per	share	for	an	aggregate	purchase	price	of	$4.6	billion	since	inception	of	the	stock	repurchase	program,	and	the	remaining	authorized	amount for	stock	repurchase	under	the	program	is	$15	million,	with	no	termination	date.	In	January	2010,	our	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.

								Information	relating	to	the	compensation	plans	under	which	equity	securities	of	Aon	are	authorized	for	issuance	is	set	forth	under	Part	III,	Item	12	"Security Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters"	of	this	report	and	is	incorporated	herein	by	reference.

# Item	6.				Selected	Financial	Data.

# Selected	Financial	Data

| (millions	except	stockholders,	employees	and	per	share	data) | 2010 | 2009 | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Income\tStatement\tData |  |  |  |  |  |
| Commissions,\tfees\tand\tother | $8,457 | $7,521 | $7,357 | $7,054 | $6,546 |
| Fiduciary\tinvestment\tincome | 55 | 74 | 171 | 180 | 142 |
| Total\trevenue | $8,512 | $7,595 | $7,528 | $7,234 | $6,688 |
| Income\tfrom\tcontinuing\toperations | $759 | $681 | $637 | $675 | $499 |
| (Loss)\tincome\tfrom\tdiscontinued\toperations\t(3) | (27) | 111 | 841 | 202 | 230 |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple,\tnet\tof\ttax\t(6) | — | — | — | — | 1 |
| Net\tincome | 732 | 792 | 1,478 | 877 | 730 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterest | 26 | 45 | 16 | 13 | 10 |
| Net\tincome\tattributable\tto\tAon\tstockholders | $706 | $747 | $1,462 | $864 | $720 |
| Basic\tNet\tIncome\t(Loss)\tPer\tShare\tAttributable\tto\tAon\tStockholders\t(7) |  |  |  |  |  |
| Continuing\toperations | $2.50 | $2.25 | $2.12 | $2.17 | $1.52 |
| Discontinued\toperations | (0.09) | 0.39 | 2.87 | 0.66 | 0.71 |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple\t(6) | — | — | — | — | — |
| Net\tincome | $2.41 | $2.64 | $4.99 | $2.83 | $2.23 |
| Diluted\tNet\tIncome\t(Loss)\tPer\tShare\tAttributable\tto\tAon\tStockholders\t(7) |  |  |  |  |  |
| Continuing\toperations | $2.46 | $2.19 | $2.04 | $2.04 | $1.43 |
| Discontinued\toperations | (0.09) | 0.38 | 2.76 | 0.62 | 0.67 |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple\t(6) | — | — | — | — | — |
| Net\tincome | $2.37 | $2.57 | $4.80 | $2.66 | $2.10 |
| Balance\tSheet\tData |  |  |  |  |  |
| Fiduciary\tassets\t(8) | $10,063 | $10,835 | $10,678 | $9,498 | $9,704 |
| Intangible\tassets\t(1)(2) | 12,258 | 6,869 | 6,416 | 5,119 | 4,646 |
| Total\tassets | 28,982 | 22,958 | 22,940 | 24,929 | 24,384 |
| Long-term\tdebt | 4,014 | 1,998 | 1,872 | 1,893 | 2,243 |
| Total\tequity\t(4)(5) | 8,306 | 5,431 | 5,415 | 6,261 | 5,251 |
| Common\tStock\tand\tOther\tData |  |  |  |  |  |
| Dividends\tpaid\tper\tshare | $0.60 | $0.60 | $0.60 | $0.60 | $0.60 |
| Price\trange: |  |  |  |  |  |
| High | 46.24 | 46.19 | 50.00 | 51.32 | 42.76 |
| Low | 35.10 | 34.81 | 32.83 | 34.30 | 31.01 |
| At\tyear-end: |  |  |  |  |  |
| \t Market\tprice | $46.01 | $38.34 | $45.68 | $47.69 | $35.34 |
| Common\tstockholders | 9,316 | 9,883 | 9,089 | 9,437 | 10,013 |
| Shares\toutstanding | 332.3 | 266.2 | 271.8 | 304.6 | 299.6 |
| Number\tof\temployees | 59,100 | 36,200 | 37,700 | 42,500 | 43,100 |

(1) On	October	1,	2010,	we	completed	the	acquisition	of	Hewitt.	In	connection	with	the	acquisition,	we	recorded	intangible	assets	of	$5.6	billion,	based	on	the	preliminary	purchase accounting.

(2) In	2008,	we	completed	the	acquisition	of	Benfield.	In	connection	with	the	acquisition,	we	recorded	intangible	assets	of	$1.7	billion.

(3) We	have	sold	certain	businesses	whose	results	have	been	reclassified	as	discontinued	operations,	including	AIS	Management	Corporation	and	our	P&C	Operations	(both	sold	in	2009), Combined	Insurance	Company	of	America	and	Sterling	Life	Insurance	Company	(both	sold	in	2008),	and	Aon	Warranty	Group	and	Construction	Program	Group	(both	sold	in	2006).

(4) Effective	January	1,	2009,	we	adopted	a	new	accounting	standard	requiring	non-controlling	interests	to	be	separately	presented	as	a	component	of	total	equity.	Prior	years	have	been adjusted	to	conform	to	the	new	standard.

(5) In	2006,	we	adopted	an	accounting	standard	that	required	us	to	reflect	the	funded	status	of	the	pension	and	postretirement	plans	in	our	Consolidated	Statements	of	Financial	Position,	which reduced	total	equity	by	$349	million.	Retrospective	application	was	not	permitted.

(6) Effective	January	1,	2006,	we	adopted	a	new	accounting	standard	on	share-based	payments.

(7) Effective	January	1,	2009,	we	adopted	additional	guidance	regarding	participating	securities	and	computing	net	income	per	share	using	the	two-class	method.	Prior	years'	basic	and	diluted net	income	per	share	have	been	adjusted	to	conform	to	the	new	guidance.

(8) Represents	insurance	premiums	receivables	from	clients	as	well	as	cash	and	investments	held	in	a	fiduciary	capacity.

# Item	7.				Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

# EXECUTIVE	SUMMARY	OF	2010	FINANCIAL	RESULTS

								The	challenging	global	economic	environment	continues	to	provide	headwinds	for	our	business.	This	results	in	pricing	pressures	across	our	Risk	and	HR	Solutions businesses.	We	continue	to	operate	in	a	soft	insurance	pricing	market,	as	property	and	casualty	rates	continue	to	decline,	however,	the	level	of	exposure	units,	or	volume, appears	to	be	stabilizing.	Exposure	units	have	been	negatively	impacted	by	the	global	economy,	which	places	pressure	on	our	business	in	three	primary	ways:

•declining	insurable	risks	due	to	decreasing	asset	values,	including	property	values,	payroll,	number	of	active	employees,	and	corporate	revenues,

•client	cost-driven	behavior,	where	clients	are	actively	looking	to	reduce	spending	in	order	to	meet	budget	reductions,	and	increase	risk	retention,	as	a result	of	prioritizing	their	total	spending,	and

•sector	specific	weakness,	including	financial	services,	construction,	private	equity,	and	mergers	and	acquisitions,	all	of	which	have	been	particularly impacted	by	the	current	economic	downturn.

								Our	revenue	for	2010	increased	as	a	result	of	acquisitions,	including	Hewitt's	results	from	the	date	of	the	acquisition,	new	products	and	services,	such	as	GRIP Solutions,	and	from	improvement	and	stabilization	in	the	market.	We	also	continue	to	demonstrate	expense	discipline,	while	we	invest	in	our	businesses.

								We	have	committed	to	our	stockholders	that	we	will	focus	on	three	key	metrics:	grow	organically,	expand	margins,	and	increase	earnings	per	share.	The	following is	our	measure	of	performance	against	these	three	metrics	for	2010:

•Organic	revenue	growth,	as	defined	under	the	caption	"Review	of	Consolidated	Results	—	General"	below,	was	flat	in	2010,	however,	this	was	an improvement	compared	to	the	prior	year's	organic	revenue	decline,	as	global	economic	conditions	begin	to	stabilize	following	the	economic	slowdown that	has	impacted	the	global	markets	since	2008.

•Adjusted	operating	margin,	as	defined	under	the	caption	"Review	of	Consolidated	Results	—	General"	below,	was	17.6%	for	Aon	overall,	20.4%	for	the Risk	Solutions	segment,	and	14.9%	for	the	HR	Solutions	segment.	Adjusted	operating	margins	expanded	in	the	Risk	Solutions	segment,	but	declined	in the	HR	Solutions	segment	and	for	the	Company	overall.

•Adjusted	diluted	earnings	per	share	from	continuing	operations	attributable	to	Aon's	stockholders,	as	defined	under	the	caption	"Review	of	Consolidated Results	—	General"	below,	was	$3.12	per	share	in	2010,	similar	to	2009,	demonstrating	solid	operational	performance	and	effective	capital	management despite	a	difficult	business	environment.

# Additionally,	the	following	is	a	summary	of	our	2010	financial	results:

•Revenue	increased	$917	million,	or	12%,	to	$8.5	billion	due	primarily	to	an	increase	from	acquisitions,	primarily	Hewitt,	net	of	dispositions	and	a	1% favorable	impact	from	foreign	currency	translation,	which	was	partially	offset	by	lower	fiduciary	investment	income	of	$19	million	due	to	the	decline	in global	interest	rates.	Organic	revenue	growth	was	flat	in	the	Risk	Solutions	segment	and	1%	in	the	HR	Solutions	segment.

•Operating	expenses	increased	$712	million	from	the	prior	year	to	$7.3	billion,	primarily	as	a	result	of	the	inclusion	of	expenses	from	Hewitt	and	our smaller	acquisitions,	a	$49	million	non-cash	U.S.	defined	benefit	pension	plan	expense	resulting	from	an	adjustment	to	the	market-related	value	of	plan assets,	$40	million	of	Hewitt	related	acquisition	and	integration	costs,

unfavorable	foreign	currency	translation,	and	the	net	pension	curtailment	gain	recognized	in	2009	of	$78	million	related	to	our	U.S.	and	Canada	defined benefit	pension	plans.	These	increases	were	partially	offset	by	lower	restructuring	charges	of	$240	million,	lower	incentive	costs,	and	restructuring	and other	operational	expense	savings.

•Our	consolidated	operating	margin	from	continuing	operations	for	the	year	improved	to	14.4%	in	2010	from	13.4%	in	2009.	The	improvement	in operating	margin	reflects	lower	costs	and	increased	benefits	related	to	our	restructuring	initiatives,	partially	offset	by	the	pension	curtailment	gain	and pension	adjustment	described	above.

•Net	income	from	continuing	operations	attributable	to	Aon	stockholders	increased	$97	million,	or	15%,	from	2009	to	$733	million.

# REVIEW	OF	CONSOLIDATED	RESULTS

# General

								In	our	discussion	of	operating	results,	we	sometimes	refer	to	supplemental	information	derived	from	consolidated	financial	information	specifically	related	to organic	revenue	growth,	adjusted	pretax	margin,	adjusted	diluted	earnings	per	share,	and	the	impact	of	foreign	exchange	rate	fluctuations	on	operating	results.

# Organic	Revenue

								We	use	supplemental	information	related	to	organic	revenue	to	help	us	and	our	investors	evaluate	business	growth	from	existing	operations.	Organic	revenue excludes	the	impact	of	foreign	exchange	rate	changes,	acquisitions,	divestitures,	transfers	between	business	units,	fiduciary	investment	income,	reimbursable	expenses, and	unusual	items.	Supplemental	information	related	to	organic	growth	represents	a	measure	not	in	accordance	with	U.S.	generally	accepted	accounting	principles ("GAAP"),	and	should	be	viewed	in	addition	to,	not	instead	of,	our	Consolidated	Statements	of	Income.	Industry	peers	provide	similar	supplemental	information	about their	revenue	performance,	although	they	may	not	make	identical	adjustments.	Reconciliation	of	this	non-GAAP	measure,	organic	revenue	growth	percentages	to	the reported	Commissions,	fees	and	other	revenue	growth	percentages,	has	been	provided	in	the	"Review	by	Segment"	caption,	below.

# Adjusted	Operating	Margins

								We	use	adjusted	operating	margin	as	a	measure	of	core	operating	performance	of	our	Risk	Solutions	and	HR	Solutions	businesses.	Adjusted	operating	margin excludes	the	impact	of	noteworthy	items,	including	restructuring	charges,	the	pension	adjustment,	Hewitt	related	costs,	and	costs	for	anti-bribery	and	compliance initiatives.	This	supplemental	information	related	to	adjusted	operating	margin	represents	a	measure	not	in	accordance	with	U.S.	GAAP,	and	should	be	viewed	in addition	to,

not	instead	of,	our	Consolidated	Statements	of	Income.	A	reconciliation	of	this	non-GAAP	measure	to	the	reported	operating	margin	is	as	follows	(in	millions):

| Year	Ended	December	31,	2010 | Total<br>Aon	(1) | Risk<br>Solutions | HR<br>Solutions |
| :--- | :--- | :--- | :--- |
| Revenue\t—\tU.S.\tGAAP | $8,512 | $6,423 | $2,111 |
| Operating\tincome\t—\tU.S.\tGAAP | 1,226 | 1,194 | 234 |
| Restructuring\tcharges | 172 | 110 | 62 |
| Pension\tadjustment | 49 | — | — |
| Hewitt\trelated\tcosts | 40 | — | 19 |
| Anti\tbribery\tand\tcompliance\tinitiatives | 9 | 9 | — |
| Operating\tincome\t—\tas\tadjusted | $1,496 | $1,313 | $315 |
| Operating\tmargins\t—\tU.S.\tGAAP | 14.4% | 18.6% | 11.1% |
| Operating\tmargins\t—\tas\tadjusted | 17.6% | 20.4% | 14.9% |

1) Includes	unallocated	expenses	and	the	elimination	of	intersegment	revenue.

# Adjusted	Diluted	Earnings	per	Share	from	Continuing	Operations

								We	also	use	adjusted	diluted	earnings	per	share	from	continuing	operations	as	a	measure	of	Aon's	core	operating	performance.	Adjusted	diluted	earnings	per	share excludes	the	impact	of	restructuring	charges,	the	pension	adjustment,	Hewitt	related	costs,	and	costs	for	anti-bribery	and	compliance	initiatives,	along	with	related income	taxes.	Reconciliations	of	this	non-GAAP	measure	to	the	reported	diluted	earnings	per	share	is	as	follows	(in	millions	except	per	share	data):

| Year	Ended	December	31,	2010 | U.S.	GAAP | Adjustments | As<br>Adjusted |
| :--- | :--- | :--- | :--- |
| Operating\tIncome | $1,226 | $270 | $1,496 |
| Interest\tincome | 15 | — | 15 |
| Interest\texpense | (182) | 14 | (168) |
| Other\tincome\t(expense) | — | — | — |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 1,059 | 284 | 1,343 |
| Income\ttaxes | 300 | 88 | 388 |
| Income\tfrom\tcontinuing\toperations | 759 | 196 | 955 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 26 | — | 26 |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAon\tstockholders | $733 | $196 | $929 |
| Diluted\tearnings\tper\tshare\tfrom\tcontinuing\toperations | $2.46 | $0.66 | $3.12 |
| Weighted\taverage\tcommon\tshares\toutstanding\t—\tdiluted | 298.1 | 298.1 | 298.1 |

# Impact	of	Foreign	Exchange	Rate	Fluctuations

								Because	we	conduct	business	in	more	than	120	countries,	foreign	exchange	rate	fluctuations	have	a	significant	impact	on	our	business.	In	comparison	to	the	U.S. dollar,	foreign	exchange	rate	movements	may	be	significant	and	may	distort	true	period-to-period	comparisons	of	changes	in	revenue	or	pretax	income.	Therefore,	to give	financial	statement	users	more	meaningful	information	about	our	operations,	we	have	provided	a	discussion	of	the	impact	of	foreign	currency	exchange	rates	on	our financial	results.	The	methodology	used	to	calculate	this	impact	isolates	the	impact	of	the	change	in

currencies	between	periods	by	translating	last	year's	revenue,	expenses	and	net	income	at	this	year's	foreign	exchange	rates.

# Summary	of	Results

								The	consolidated	results	of	continuing	operations	follow	(in	millions):

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Revenue: |  |  |  |
| Commissions,\tfees\tand\tother | $8,457 | $7,521 | $7,357 |
| Fiduciary\tinvestment\tincome | 55 | 74 | 171 |
| Total\trevenue | 8,512 | 7,595 | 7,528 |
| Expenses: |  |  |  |
| Compensation\tand\tbenefits | 5,097 | 4,597 | 4,581 |
| Other\tgeneral\texpenses | 2,189 | 1,977 | 2,007 |
| Total\toperating\texpenses | 7,286 | 6,574 | 6,588 |
| Operating\tincome | 1,226 | 1,021 | 940 |
| Interest\tincome | 15 | 16 | 64 |
| Interest\texpense | (182) | (122) | (126) |
| Other\tincome | — | 34 | 1 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 1,059 | 949 | 879 |
| Income\ttaxes | 300 | 268 | 242 |
| Income\tfrom\tcontinuing\toperations | 759 | 681 | 637 |
| (Loss)\tincome\tfrom\tdiscontinued\toperations,\tafter-tax | (27) | 111 | 841 |
| Net\tincome | 732 | 792 | 1,478 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 26 | 45 | 16 |
| Net\tincome\tattributable\tto\tAon\tstockholders | $706 | $747 | $1,462 |

# Consolidated	Results	for	2010	Compared	to	2009

# Revenue

								Revenue	increased	by	$917	million,	or	12%,	in	2010	compared	to	2009.	This	increase	principally	reflects	an	$844	million,	or	67%,	increase	in	the	HR	Solutions segment,	a	$118	million,	or	2%,	increase	in	the	Risk	Solutions	segment,	partially	offset	by	a	$49	million	decline	in	unallocated	revenue.	The	67%	increase	in	the	HR Solutions	segment	was	principally	driven	by	acquisitions,	primarily	Hewitt,	net	of	dispositions,	1%	organic	revenue	growth,	and	a	1%	positive	impact	from	foreign currency	translation.	The	2%	increase	in	the	Risk	Solutions	segment	was	primarily	driven	by	a	1%	increase	from	acquisitions,	primarily	Allied	North	America,	net	of dispositions,	and	a	1%	favorable	impact	from	foreign	currency	translation.	Organic	revenue	growth	was	flat,	an	improvement	from	the	declines	experienced	in	the	prior year,	as	a	result	of	global	economic	conditions	slowly	improving.	A	$19	million	decline	in	fiduciary	investment	income	was	due	to	a	decline	in	global	interest	rates.	In 2009,	$49	million	in	unallocated	revenue	was	related	to	our	ownership	in	certain	insurance	investment	funds	acquired	with	Benfield.	In	2010,	this	investment	is	no longer	consolidated	in	our	financial	statements.

# Compensation	and	Benefits

								Compensation	and	benefits	increased	$500	million,	or	11%,	over	2009.	The	increase	reflects	a	$562	million,	or	75%,	increase	in	the	HR	Solutions	segment	and	a $51	million	increase	in	unallocated	expenses,	which	was	partially	offset	by	a	$113	million,	or	3%,	decrease	in	the	Risk	Solutions	segment.

In	total,	the	increase	for	the	year	was	driven	by	the	inclusion	of	Hewitt's	operating	expenses	from	the	date	of	the	acquisition,	a	net	pension	curtailment	gain	recognized	in 2009	of	$78	million	related	to	our	U.S.	and	Canada	defined	benefit	pension	plans,	a	$49	million	non-cash	U.S.	defined	benefit	pension	plan	expense	resulting	from	an adjustment	to	the	market-related	value	of	plan	assets,	and	an	unfavorable	impact	of	foreign	currency	translation,	which	more	than	offset	lower	restructuring	costs, restructuring	savings	and	other	operational	improvements.

# Other	General	Expenses

								Other	general	expenses	increased	by	$212	million,	or	11%,	in	2010	compared	to	2009.	This	increase	reflects	a	$251	million,	or	81%,	increase	in	the	HR	Solutions segment	and	a	$24	million	increase	in	unallocated	expenses,	which	was	partially	offset	by	a	$63	million,	or	4%,	decrease	in	the	Risk	Solutions	segment.	The	overall increase	was	due	largely	to	the	impact	of	the	Hewitt	acquisition,	reflecting	the	inclusion	of	operating	expenses	and	intangible	amortization	from	the	acquisition	date; higher	E&O	expenses	as	a	result	of	the	higher	level	of	insurance	recoveries	in	the	prior	year;	the	unfavorable	impact	of	foreign	currency	translation;	costs	associated with	the	Manchester	United	Sponsorship,	which	commenced	during	the	year;	and	other	Hewitt	related	transaction	and	integration	costs.	These	increased	costs	were partially	offset	by	lower	restructuring	charges,	restructuring	savings,	operational	expense	management,	and	Benfield	integration	costs	in	2009.

# Interest	Income

								Interest	income	represents	income	earned	on	operating	cash	balances	and	other	income-producing	investments.	It	does	not	include	interest	earned	on	funds	held	on behalf	of	clients.	Interest	income	decreased	$1	million,	or	6%,	from	2009,	due	to	lower	global	interest	rates.

# Interest	Expense

								Interest	expense,	which	represents	the	cost	of	our	worldwide	debt	obligations,	increased	$60	million,	or	49%,	from	2009	due	mainly	to	an	increase	in	the	amount	of debt	outstanding	related	to	the	Hewitt	acquisition,	including	$1.5	billion	in	notes	and	a	$1.0	billion	term	loan,	and	$14	million	in	deferred	financing	costs	attributable	to	a $1.5	billion	Bridge	Loan	Facility	that	was	put	in	place	to	finance	the	Hewitt	acquisition,	but	was	cancelled	following	the	issuance	of	the	notes.

# Other	Income

								There	was	no	Other	income	in	2010	versus	$34	million	in	2009.	This	decrease	is	primarily	due	to	$4	million	in	losses	in	2010	compared	to	$13	million	in	gains	in 2009	related	to	the	disposal	of	several	small	businesses,	an	$8	million	loss	related	to	the	early	extinguishment	of	debt	primarily	acquired	in	the	Hewitt	acquisition	in 2010,	and	a	$5	million	gain	in	2009	from	the	extinguishment	of	$15	million	of	junior	subordinated	debentures.

# Income	from	Continuing	Operations	before	Income	Taxes

								Income	from	continuing	operations	before	income	taxes	was	$1.1	billion,	a	12%	increase	from	$949	million	in	2009.	The	increase	in	income	was	driven	by	the inclusion	of	Hewitt's	operating	results	from	the	date	of	the	acquisition,	lower	costs	and	increased	benefits	from	restructuring	initiatives,	favorable	foreign	currency translation	and	operational	improvement,	which	was	partially	offset	by	the	pension	curtailment	gain	recognized	last	year,	Hewitt	related	transaction	and	integration costs,	the	2010	pension	adjustment	related	to	the	U.S.	defined	benefit	pension	plan,	and	costs	related	to	the	Manchester	United	sponsorship.

# Income	Taxes

								The	effective	tax	rate	on	income	from	continuing	operations	was	28.4%	in	2010	and	28.2%	in	2009.	The	2010	rate	reflects	the	impact	of	the	Hewitt	acquisition	in the	fourth	quarter,	a	favorable	U.S.	pension	expense	adjustment,	which	had	a	tax	rate	of	40%,	and	deferred	tax	adjustments.	The	2009	tax	rate	was	negatively	impacted by	a	non-cash	deferred	tax	expense	on	the	U.S.	pension	curtailment	gain,	which	had	a	tax	rate	of	40%.	The	underlying	tax	rate	for	continuing	operations	was	28.5%	in 2010	and	is	estimated	to	be	approximately	30%	for	2011,	reflecting	changes	in	geographical	mix	of	income	following	the	Hewitt	acquisition.

# Income	from	Continuing	Operations

								Income	from	continuing	operations	increased	to	$759	million	($2.46	diluted	net	income	per	share)	in	2010	from	$681	million	($2.19	diluted	net	income	per	share) in	2009.	Currency	fluctuations	positively	impacted	income	from	continuing	operations	in	2010	by	$0.11	per	diluted	share,	when	the	2009	Consolidated	Statement	of Income	is	translated	using	2010	foreign	exchange	rates.

# Discontinued	Operations

								In	2010,	an	after-tax	loss	from	discontinued	operations	of	$27	million	($0.09	diluted	net	loss	per	share)	was	recorded	compared	to	after-tax	income	from discontinued	operations	of	$111	million	($0.38	diluted	net	income	per	share)	in	2009.	The	loss	in	2010	was	driven	by	the	settlement	of	legacy	litigation	related	to	the Buckner	vs.	Resource	Life	case.	The	2009	results	include	the	recognition	of	a	$55	million	foreign	tax	carryback	related	to	the	sale	of	CICA,	a	$43	million	after-tax	gain on	the	sale	of	AIS	and	a	curtailment	gain	on	the	post-retirement	benefit	plan	related	to	the	CICA	disposal.

								Revenue	increased	by	$67	million,	or	1%,	in	2009	compared	to	2008.	This	increase	reflects	a	$108	million,	or	2%,	increase	in	the	Risk	Solutions	segment	and	a $49	million	increase	associated	with	corporate	ownership	in	insurance	investments	obtained	as	part	of	the	acquisition	of	Benfield	in	November	2008,	partially	offset	by an	$89	million,	or	7%,	decrease	in	the	HR	Solutions	segment.	This	2%	increase	in	the	Risk	Solutions	segment	was	primarily	driven	by	increased	commissions	and	fees attributable	to	Benfield,	partially	offset	by	a	$95	million	decrease	in	fiduciary	investment	income	due	to	declines	in	global	interest	rates,	the	negative	impact	of	foreign currency	translation	and	a	1%	decline	in	organic	revenue	reflecting	the	weak	economic	conditions	globally.	The	7%	decrease	in	the	HR	Solutions	segment	was	primarily driven	by	the	negative	impact	of	foreign	currency	translation,	a	2%	decline	in	organic	revenue	reflecting	the	impact	of	the	economic	downturn,	and	the	impact	of	the previously	announced	termination	of	an	outsourcing	contract	with	AT&T.

								Compensation	and	benefits	increased	by	$16	million,	essentially	even	with	2008.	This	increase	reflects	a	$70	million,	or	2%,	increase	in	the	Risk	Solutions	segment and	a	$7	million,	or	12%,	increase	in	unallocated	expenses,	partially	offset	by	a	$61	million,	or	7%,	decrease	in	the	HR	Solutions	segment.	The	slight	increase	overall from	last	year	was	driven	by	the	impact	of	Benfield	and	higher	restructuring	costs,	which	were	offset	by	favorable	foreign	currency	translation,	restructuring	savings, gains	related	to	the	pension	curtailments	and	lower	incentive	compensation.

								Other	general	expenses	decreased	by	$30	million,	or	1%,	in	2009	compared	to	2008.	This	decrease	reflects	a	$16	million,	or	1%,	decline	in	the	Risk	Solutions segment	and	a	$23	million,	or	7%,	decrease	in	the	HR	Solutions	segment,	partially	offset	by	a	$9	million	increase	in	unallocated	expenses.	The	overall	decline	was driven	by	favorable	foreign	exchange,	lower	E&O	expenses	due	to	insurance	recoveries,	restructuring	savings,	operational	expense	management,	and	reduced	costs related	to	our	FCPA	and	anti-corruption	reviews	and	related	compliance	initiatives.	These	items	exceeded	the	impact	of	Benfield,	including	increased	intangible amortization	related	to	the	merger,	and	higher	restructuring	charges.

								Interest	income,	which	represents	income	earned	on	operating	cash	balances	and	miscellaneous	income-producing	securities,	decreased	$48	million	from	2008	and was	driven	mainly	by	lower	investment	balances	and	the	global	decline	in	interest	rates	in	2009.

								Interest	expense	declined	$4	million,	due	primarily	to	the	impact	of	favorable	foreign	exchange	rates,	which	was	mostly	offset	by	higher	interest	rates	following	the third	quarter	issuance	of	€500	million	($721	million	at	December	31,	2009	exchange	rates)	of	long-term	debt	at	a	6.25%	coupon,	which	replaced	debt	borrowed	at	lower rates	under	our	Euro	credit	facility.

								Other	income	increased	$33	million	to	$34	million	in	2009.	This	increase	in	income	is	primarily	a	result	of	hedging	losses	associated	with	the	Benfield	acquisition in	2008,	partially	offset	by	lower	equity	income	recognized	in	2008.

								Income	from	continuing	operations	before	income	taxes	was	$949	million,	an	8%	increase	from	$879	million	in	2008.	The	improvement	was	driven	by	the additional	earnings	from	Benfield	and	other	acquisitions,	restructuring	and	other	operational	expense	savings,	and	the	net	pension	curtailment	gain,	which	more	than offset	the	impact	of	higher	restructuring	costs,	lower	fiduciary	investment	and	interest	income	and	unfavorable	foreign	currency	translation.

								The	effective	tax	rate	on	income	from	continuing	operations	was	28.2%	and	27.5%	for	2009	and	2008,	respectively.	The	increase	reflects	changes	in	the	mix between	our	U.S.	and	international	pretax	income.

								Income	from	continuing	operations	increased	to	$681	million	($2.19	diluted	net	income	per	share)	from	$637	million	($2.04	diluted	net	income	per	share)	in	2008. Currency	fluctuations	negatively	impacted	income	from	continuing	operations	in	2009	by	$0.02	per	diluted	share	when	the	2008	Consolidated	Statement	of	Income	is translated	using	2009	foreign	exchange	rates.

results	include	the	recognition	of	a	$55	million	foreign	tax	credit	carryback	related	to	the	sale	of	CICA,	the	gain	on	the	sale	of	AIS,	results	from	our	P&C	operations through	the	date	of	disposal,	a	curtailment	gain	on	the	post-retirement	benefit	plan	related	to	the	CICA	disposal,	and	residual	tax	settlements	related	to	our	Aon	Warranty Group	disposal.	The	2008	results	include	the	gain	on	the	sale	of	our	CICA	and	Sterling	subsidiaries	($935	million)	and	the	operations	of	CICA	and	Sterling	for	the	first quarter	of	2008,	partially	offset	by	a	loss	recognized	on	our	remaining	P&C	operations.

# Restructuring	Initiatives

# Aon	Hewitt	Restructuring	Plan

								On	October	14,	2010,	we	announced	a	global	restructuring	plan	(the	"Aon	Hewitt	Plan")	in	connection	with	our	acquisition	of	Hewitt.	The	Aon	Hewitt	Plan,	which will	continue	into	2013,	is	intended	to	streamline	operations	across	the	combined	Aon	Hewitt	organization.	The	restructuring	plan	is	expected	to	result	in	cumulative costs	of	approximately	$325	million	through	the	end	of	the	plan,	consisting	of	approximately	$180	million	in	employee	termination	costs	and	approximately $145	million	in	real	estate	lease	rationalization	costs.	An	estimated	1,500	to	1,800	positions	globally,	predominately	non-client	facing,	are	expected	to	be	eliminated	as part	of	the	plan.

								As	of	December	31,	2010,	approximately	360	jobs	have	been	eliminated	under	the	Aon	Hewitt	Plan	and	total	expenses	of	$52	million	have	been	incurred.	All	costs associated	with	the	Aon	Hewitt	Plan	are	included	in	the	HR	Solutions	segment.	Charges	related	to	the	restructuring	are	included	in	Compensation	and	benefits	and	Other general	expenses	in	the	accompanying	Consolidated	Statements	of	Income.

								The	following	summarizes	the	restructuring	and	related	costs,	by	type,	that	have	been	incurred	and	are	estimated	to	be	incurred	through	the	end	of	the	restructuring initiative	related	to	the	Aon	Hewitt	Plan	(in	millions):

|  | 2010 | Estimated<br>Total	Cost	for<br>Restructuring<br>Plan	(1) |
| :--- | :--- | :--- |
| Workforce\treduction | $49 | $180 |
| Lease\tconsolidation | 3 | 95 |
| Asset\timpairments | — | 47 |
| Other\tcosts\tassociated\twith\trestructuring\t(2) | — | 3 |
| Total\trestructuring\tand\trelated\texpenses | $52 | $325 |

(1) Actual	costs,	when	incurred,	will	vary	due	to	changes	in	the	assumptions	built	into	this	plan.	Significant	assumptions	likely	to	change	when	plans are	finalized	and	implemented	include,	but	are	not	limited	to,	changes	in	severance	calculations,	changes	in	the	assumptions	underlying	sublease loss	calculations	due	to	changing	market	conditions,	and	changes	in	the	overall	analysis	that	might	cause	the	Company	to	add	or	cancel component	initiatives.

(2) Other	costs	associated	with	restructuring	initiatives,	including	moving	costs	and	consulting	and	legal	fees,	are	recognized	when	incurred.

								The	restructuring	plan,	before	any	potential	reinvestment	of	savings,	is	expected	to	deliver	approximately	$280	million	of	annual	savings	in	2013.	We	expect	to achieve	approximately	$355	million	in	annual	cost	savings	across	Aon	Hewitt	in	2013,	including	approximately	$280	million	of	annual	savings	related	to	the restructuring	plan,	and	additional	savings	in	areas	such	as	information	technology,	procurement	and	public	company	costs.	All	of	the	components	of	the	restructuring and	integration	plan	are	not	finalized	and	actual	total	savings,	costs	and	timing	may	vary	from	those	estimated	due	to	changes	in	the	scope	or	assumptions	underlying	the plan.

# Aon	Benfield	Restructuring	Plan

								We	announced	a	global	restructuring	plan	("Aon	Benfield	Plan")	in	conjunction	with	our	2008	merger	with	Benfield.	The	restructuring	plan	is	intended	to	integrate and	streamline	operations	across	the	combined	Aon	Benfield	organization.	The	Aon	Benfield	Plan	includes	an	estimated	700	job	eliminations.	Additionally,	duplicate space	and	assets	will	be	abandoned.	We	originally	estimated	that	this	plan	would	result	in	cumulative	costs	totaling	approximately	$185	million	over	a	three-year	period, of	which	$104	million	was	recorded	as	part	of	the	Benfield	purchase	price	allocation	and	$81	million	of	which	was	expected	to	result	in	future	charges	to	earnings. During	2009,	we	reduced	the	Benfield	purchase	price	allocation	by	$49	million	to	reflect	actual	severance	costs	being	lower	than	originally	estimated.	We	currently estimate	the	Aon	Benfield	Plan	will	result	in	cumulative	costs	totaling	approximately	$155	million,	of	which	$55	million	was	recorded	as	part	of	the	purchase	price allocation,	$26	million	and	$55	million	has	been	recorded	in	earnings	during	2010	and	2009,	respectively,	and	an	estimated	additional	$19	million	will	be	recorded	in future	earnings.

								As	of	December	31,	2010,	approximately	690	jobs	have	been	eliminated	under	the	Aon	Benfield	Plan.	Total	payments	of	$105	million	have	been	made	under	this plan	to	date.

								The	following	is	a	summary	of	the	restructuring	and	related	expenses	by	type	that	have	been	incurred	and	are	estimated	to	be	incurred	through	the	end	of	the restructuring	initiative	related	to	the	Aon	Benfield	Plan	(in	millions):

|  | Purchase<br>Price<br>Allocation | 2009 | 2010 | Total	to<br>Date | Total	Cost	for<br>Restructuring<br>Period	(1) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Workforce\treduction | $32 | $38 | $15 | $85 | $97 |
| Lease\tconsolidation | 22 | 14 | 7 | 43 | 49 |
| Asset\timpairments | — | 2 | 2 | 4 | 5 |
| Other\tcosts\tassociated\twith\trestructuring\t(2) | 1 | 1 | 2 | 4 | 4 |
| Total\trestructuring\tand\trelated\texpenses | $55 | $55 | $26 | $136 | $155 |

(1) Actual	costs,	when	incurred,	will	vary	due	to	changes	in	the	assumptions	built	into	this	plan.	Significant	assumptions	likely	to	change	when	plans are	finalized	and	implemented	include,	but	are	not	limited	to,	changes	in	severance	calculations,	changes	in	the	assumptions	underlying	sublease loss	calculations	due	to	changing	market	conditions,	and	changes	in	the	overall	analysis	that	might	cause	us	to	add	or	cancel	component initiatives.

								All	costs	associated	with	the	Aon	Benfield	Plan	are	included	in	the	Risk	Solutions	segment.	Charges	related	to	the	restructuring	are	included	in	Compensation	and benefits	and	Other	general	expenses	in	the	Consolidated	Statements	of	Income.	We	expect	these	restructuring	activities	and	related	expenses	to	affect	continuing operations	into	2011.

								The	Aon	Benfield	Plan,	before	any	potential	reinvestment	of	savings,	is	expected	to	deliver	cumulative	cost	savings	of	approximately	$122	million	in	2011.	We estimate	that	we	realized	approximately	$100	million,	and	$45	million,	of	cost	savings	in	2010	and	2009,	respectively.	The	actual	savings,	total	costs	and	timing	of	the restructuring	plan	may	vary	from	those	estimated	due	to	changes	in	the	scope,	underlying	assumptions	of	the	plan,	and	foreign	exchange	rates.

# 2007	Restructuring	Plan

								In	2007,	the	Company	announced	a	global	restructuring	plan	intended	to	create	a	more	streamlined	organization	and	reduce	future	expense	growth	to	better	serve clients	(the	"2007	Plan").	The	2007	Plan	resulted	in	approximately	4,700	job	eliminations	and	the	Company	has	closed	or	consolidated	several	offices	resulting	in sublease	losses	or	lease	buy-outs.	The	total	cumulative	pretax	charges	for	the	2007	Plan	were	$748	million.	The	Company	does	not	expect	any	further	expenses	to	be incurred	in	the	2007	Plan.	Costs	related	to	the	restructuring	are	included	in	Compensation	and	benefits	and	Other	general	expenses	in	the	Consolidated	Statements	of Income.

								We	estimate	that	we	realized	cost	savings,	before	any	reinvestment	of	savings,	of	approximately	$476	million	and	$269	million	in	2010	and	2009,	respectively,	and expect	annual	cost	savings	of	approximately	$536	million	in	2011.

								The	following	summarizes	the	restructuring	and	related	expenses	by	type	that	have	been	incurred	related	to	the	2007	Plan	(in	millions):

|  | 2007 | 2008 | 2009 | 2010 | Plan |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Workforce\treduction | $17 | $166 | $251 | $72 | $506 |
| Lease\tconsolidation | 22 | 38 | 78 | 15 | 153 |
| Asset\timpairments | 4 | 18 | 15 | 2 | 39 |
| Other\tcosts\tassociated\twith\trestructuring\t(1) | 3 | 29 | 13 | 5 | 50 |
| Total\trestructuring\tand\trelated\texpenses | $46 | $251 | $357 | $94 | $748 |

(1) Other	costs	associated	with	restructuring	initiatives	include	moving	costs	and	consulting	and	legal	fees.

								The	following	summarizes	the	restructuring	and	related	expenses	by	segment	that	have	been	incurred	related	to	the	2007	Plan	(in	millions):

|  | 2007 | 2008 | 2009 | 2010 | Total	2007<br>Plan |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Risk\tSolutions | $41 | $234 | $322 | $84 | $681 |
| HR\tSolutions | 5 | 17 | 35 | 10 | 67 |
| Total\trestructuring\tand\trelated\texpenses | $46 | $251 | $357 | $94 | $748 |

# LIQUIDITY	AND	FINANCIAL	CONDITION

# Liquidity

# Executive	Summary

								Our	balance	sheet	and	strong	cash	flow	provide	us	with	financial	flexibility	to	create	long-term	value	for	our	stockholders.	Our	primary	sources	of	liquidity	are	cash flow	from	operations,	available	cash	reserves	and	debt	capacity	available	under	various	credit	facilities.	Our	primary	uses	of	liquidity	are	operating	expenses,	capital expenditures,	acquisitions,	share	repurchases,	restructuring,	pension	obligations	and	stockholder	dividends.

								Cash	and	short-term	investments	increased	$492	million	to	$1.1	billion	in	2010,	demonstrating	our	strong	balance	sheet	which	provides	us	with	significant	financial flexibility.	During	2010,	cash	flow	from	operating	activities,	excluding	client	held	funds,	increased	$271	million	to	$768	million.	Uses	of	funds	in	2010	included	the acquisition	of	Hewitt	and	the	repurchase	of	$250	million	of	common	stock.	In	the	fourth	quarter,	we	acquired	Hewitt	for	a	total	purchase	price	of	$4.9	billion	with	50% cash	and	50%

equity	in	order	to	maintain	our	investment	grade	rating.	We	used	the	proceeds	from	a	$1.5	billion	senior	notes	offering	and	$1.0	billion	term	loan	to	fund	the	cash component	and	issued	61	million	shares	to	fund	the	equity	component	of	the	purchase	price.	The	$1.5	billion	in	financing	includes	three	traunches	of	unsecured	notes	at attractive	rates	with	staggered	maturities	of	5	years,	10	years	and	30	years.	The	term	loan	facility	is	a	$1	billion	3-year	facility.	We	chose	these	maturities	to	help	manage our	liquidity	risk	by	ensuring	a	material	amount	of	debt	does	not	become	due	in	any	one	year.

								Our	investment	grade	rating	is	important	to	us	for	a	number	of	reasons,	the	most	important	of	which	is	preserving	our	financial	flexibility.	If	our	credit	ratings	were downgraded	to	below	investment	grade,	the	interest	expense	on	any	outstanding	balances	on	our	credit	facilities	would	increase	and	we	could	incur	additional	requests for	pension	contributions.	To	manage	unforeseen	situations,	we	have	committed	credit	lines	of	approximately	$1.3	billion	and	we	manage	our	business	to	ensure	we maintain	our	current	investment	grade	ratings	as	evidenced	by	the	equity	component	of	the	purchase	price	for	Hewitt.

# Summary	Cash	Flow	table

								The	Consolidated	Statement	of	Cash	Flows	includes	Hewitt	activity	from	the	date	of	acquisition,	October	1,	2010.

| (millions)	Year	Ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Cash\tprovided\tby\toperating\tactivities: |  |  |  |
| Net\tincome,\tadjusted\tfor\tnon-cash\titems | $1,377 | $1,290 | $601 |
| Change\tin\tassets\tand\tliabilities,\texcluding\tfunds\theld\ton\tbehalf\tof\tclients | (609) | (793) | (158) |
|  | 768 | 497 | 443 |
| Funds\theld\ton\tbehalf\tof\tclients | 19 | (90) | 525 |
|  | 787 | 407 | 968 |
| Cash\t(used\tfor)\tprovided\tby\tinvesting\tactivities: |  |  |  |
| Excluding\tfunds\theld\ton\tbehalf\tof\tclients | (2,539) | (229) | 1,929 |
| Funds\theld\ton\tbehalf\tof\tclients | (19) | 90 | (525) |
|  | (2,558) | (139) | 1,404 |
| Cash\tprovided\tby\t(used\tfor)\tfinancing\tactivities: | 1,838 | (649) | (2,244) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | 62 | 16 | (130) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | $129 | $(365) | $(2) |

# Operating	Activities

								Net	cash	provided	by	operating	activities	in	2010	increased	$380	million	compared	with	2009,	with	$109	million	due	to	the	change	in	funds	held	on	behalf	of clients.	Excluding	the	change	in	client	held	funds,	cash	provided	from	operating	activities	increased	$271	million	compared	to	2009.	The	primary	contributors	to	cash flow	from	operations	in	2010,	excluding	the	change	in	funds	held	on	behalf	of	clients,	were	net	income	(adjusted	for	non-cash	items)	of	$1.4	billion,	partially	offset	by	a $280	million	decrease	in	accounts	payable	and	accrued	liabilities,	and	a	$130	million	decrease	related	to	our	pension	and	other	post	employment	plans.	The	decrease	in accrued	liabilities	was	primarily	related	to	post-acquisition	Hewitt	incentive	compensation	payments.	Cash	contributions	to	our	major	defined	pension	plans	in	excess	of pension	expense	were	$130	million	in	2010	and	$404	million	in	2009.	Pension	contributions	during	2010	were	$288	million	and	$437	million	in	2009.	In	2011,	we expect	to	contribute	$403	million	to	our	major	pension	plans.

# Investing	Activities

								Cash	used	for	investing	activities	in	2010	was	$2.6	billion.	Acquisitions	used	$2.0	billion,	primarily	related	to	the	acquisition	of	Hewitt.	Net	purchases	of	non- fiduciary	short-term	investments	used	$337	million,	and	capital	expenditures	used	$180	million.	The	sale	of	businesses	used	$30	million,	consisting	of	proceeds	from several	small	dispositions	which	were	more	than	offset	by	a	$38	million	use	of	cash	for	a	litigation	settlement	related	to	a	previously	disposed	of	business.	Sales,	net	of purchases,	of	long-term	investments	provided	$56	million.

								Cash	used	for	investing	activities	was	$139	million	in	2009,	primarily	comprised	of	$274	million	paid	to	acquire	14	businesses,	including	Allied	North	America	and FCC	Global	Insurance	Services,	$158	million	paid	to	purchase	long-term	investments,	and	$140	million	for	capital	expenditures,	partially	offset	by	$332	million	of	net proceeds	from	the	sales	of	non-fiduciary	short-	and	long-term	investments.

								Cash	provided	by	investing	activities	was	$1.4	billion	in	2008.	During	2008,	we	received	$2.8	billion	in	proceeds	from	the	sale	of	CICA	and	Sterling,	partially offset	by	$1.1	billion	paid	for	Benfield	and	other	acquisitions.

# Financing	Activities

								Cash	provided	by	financing	activities	during	2010	was	$1.8	billion.	During	2010	we	received	$2.9	billion	from	the	issuance	of	debt,	primarily	a	$600	million	3.5% note	due	in	2015,	a	$600	million	5%	note	due	in	2020,	a	$300	million	6.25%	note	due	2040,	and	a	$1	billion	three-year	term	note	due	in	2013,	all	associated	with	the acquisition	of	Hewitt.	Additionally,	we	borrowed	$308	million	from	our	Euro	credit	facility	and	$100	million	of	commercial	paper	during	the	year,	which	were	repaid	as of	year	end.	We	also	repaid	$299	million	of	debt	assumed	in	the	Hewitt	acquisition.	Other	uses	of	cash	include	$250	million	for	share	repurchases	and	$175	million	for dividends	to	shareholders.	Proceeds	from	the	exercise	of	stock	options	and	issuance	of	shares	purchased	through	the	employee	stock	purchase	plan	were	$194	million.

								Cash	used	for	financing	activities	in	2009	was	$649	million.	We	purchased	$590	million	of	treasury	shares,	and	received	$163	million	in	proceeds	from	the	exercise of	stock	options	and	issuance	of	shares	purchased	through	the	employee	stock	purchase	plan.	During	2009,	we	issued	€500	million	($721	million	at	December	31,	2009 exchange	rates)	of	6.25%	senior	unsecured	debentures.	These	funds	were	primarily	used	to	pay	off	our	Euro	credit	facility	borrowings.	We	also	used	$100	million	for	the repayment	of	short-term	debt	related	to	a	variable	interest	entity	("VIE")	for	which	we	were	the	primary	beneficiary.	Cash	dividends	of	$165	million	were	paid	to shareholders.

								Cash	used	for	financing	activities	in	2008	was	$2.2	billion.	This	was	primarily	comprised	of	$1.9	billion	of	share	repurchase	activity,	less	the	proceeds	from	the exercise	of	stock	options	of	$246	million;	the	net	repayment	of	debt	of	$386	million,	almost	entirely	related	to	our	Euro	credit	facility;	and	dividends	of	$171	million.

# Cash	and	Investments

								At	December	31,	2010,	our	cash	and	cash	equivalents	and	short-term	investments	were	$1.1	billion,	an	increase	of	$492	million	from	December	31,	2009.	Of	the total	balance	recorded	at	December	31,	2010,	approximately	$60	million	was	restricted	as	to	its	use.	At	December	31,	2010,	$521	million	of	cash	and	cash	equivalents and	short-term	investments	were	held	in	the	U.S.	and	$610	million	was	held	by	our	subsidiaries	in	other	countries.	Due	to	differences	in	tax	rates,	the	repatriation	of funds	from	certain	countries	into	the	U.S.	could	have	an	unfavorable	tax	impact.

								In	our	capacity	as	an	insurance	broker	or	agent,	we	collect	premiums	from	insureds	and,	after	deducting	our	commission,	remit	the	premiums	to	the	respective insurance	underwriter.	We	also	collect	claims	or	refunds	from	underwriters	on	behalf	of	insureds,	which	are	then	remitted	to	the	insureds.

Unremitted	insurance	premiums	and	claims	are	held	by	us	in	a	fiduciary	capacity.	In	addition,	some	of	our	outsourcing	agreements	require	us	to	hold	funds	on	behalf	of clients	to	pay	obligations	on	their	behalf.	The	levels	of	fiduciary	assets	and	liabilities	can	fluctuate	significantly,	depending	on	when	we	collect	the	premiums,	claims	and refunds,	make	payments	to	underwriters	and	insureds,	collect	funds	from	clients	and	make	payments	on	their	behalf,	and	foreign	currency	movements.	Fiduciary	assets, because	of	their	nature,	are	required	to	be	invested	in	very	liquid	securities	with	highly-rated,	credit-worthy	financial	institutions.	In	our	Consolidated	Statements	of Financial	Position,	the	amount	we	report	for	fiduciary	assets	and	fiduciary	liabilities	are	equal.	Our	fiduciary	assets	included	cash	and	investments	of	$3.5	billion	and fiduciary	receivables	of	$6.6	billion	at	December	31,	2010.	While	we	earn	investment	income	on	the	fiduciary	assets	held	in	cash	and	investments,	the	cash	and investments	are	not	owned	by	us,	and	cannot	be	used	for	general	corporate	purposes.

								As	disclosed	in	Note	17	"Fair	Value	and	Financial	Instruments,"	of	the	Notes	to	Consolidated	Financial	Statements,	the	majority	of	our	investments	carried	at	fair value	are	money	market	funds.	Money	market	funds	are	carried	at	cost	as	an	approximation	of	fair	value.	Based	on	market	convention,	we	consider	cost	a	practical	and expedient	measure	of	fair	value.	These	money	market	funds	are	held	throughout	the	world	with	various	financial	institutions.	We	do	not	believe	that	there	are	any market	liquidity	issues	affecting	the	fair	value	of	these	investments.

								As	of	December	31,	2010,	our	investments	in	money	market	funds	and	highly	liquid	debt	instruments	had	a	fair	value	of	$2.6	billion	and	are	reported	as	cash equivalents,	short-term	investments	or	fiduciary	assets	in	the	Consolidated	Statements	of	Financial	Position	depending	on	their	nature	and	initial	maturity.

								The	following	table	summarizes	our	fiduciary	assets	and	non-fiduciary	cash	and	investments	as	of	December	31,	2010	(in	millions):

| Asset	Type | Cash	and	Cash<br>Equivalents | Short-term<br>Investments | Fiduciary<br>Assets | Total |
| :--- | :--- | :--- | :--- | :--- |
| Certificates\tof\tdeposit,\tbank\tdeposits\tor\ttime\tdeposits | $321 | $— | $1,678 | $1,999 |
| Money\tmarket\tfunds | — | 782 | 1,809 | 2,591 |
| Highly\tliquid\tdebt\tinstruments | 25 | — | 2 | 27 |
| Other\tinvestments\tdue\twithin\tone\tyear | — | 3 | — | 3 |
| Cash\tand\tinvestments | 346 | 785 | 3,489 | 4,620 |
| Fiduciary\treceivables | — | — | 6,574 | 6,574 |
| Total | $346 | $785 | $10,063 | $11,194 |

# Share	Repurchase	Program

								In	2007,	our	Board	of	Directors	increased	the	authorized	share	repurchase	program	to	$4.6	billion	of	our	outstanding	common	stock.	Shares	may	be	repurchased through	the	open	market	or	in	privately	negotiated	transactions	from	time	to	time,	based	on	prevailing	market	conditions,	and	will	be	funded	from	available	capital.	Any repurchased	shares	will	be	available	for	employee	stock	plans	and	for	other	corporate	purposes.	In	2010,	we	repurchased	6.1	million	shares	at	a	cost	of	$250	million.	In 2009,	we	repurchased	15.1	million	shares	at	a	cost	of	$590	million.	In	2008,	we	repurchased	42.6	million	shares	at	a	cost	of	$1.9	billion.	Since	the	inception	of	our	share repurchase	program	in	2005,	we	have	repurchased	a	total	of	111.9	million	shares	for	an	aggregate	cost	of	$4.6	billion.	As	of	December	31,	2010,	we	were	authorized	to purchase	up	to	$15	million	of	additional	shares	under	this	share	repurchase	program.	The	timing	and	amount	of	future	purchases	will	be	based	on	market	and	other conditions.

								In	January	2010,	our	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	active	program.

								For	information	regarding	share	repurchases	made	during	the	fourth	quarter	of	2010,	see	Item	5	—	"Market	for	Registrant's	Common	Equity,	Related	Stockholder Matters	and	Issuer	Purchases	of	Equity	Securities"	above.

# Shelf	Registration	Statement

								On	June	8,	2009,	we	filed	a	registration	statement	with	the	SEC,	registering	the	offer	and	sale	from	time	to	time	of	an	indeterminate	amount	of,	among	other securities,	debt,	preferred	stock,	common	stock	and	convertible	securities.	Our	$1.5	billion	in	unsecured	notes,	sold	on	September	7,	2010	to	finance	the	Hewitt acquisition,	were	issued	under	this	registration	statement.	The	availability	of	any	further	potential	liquidity	under	this	shelf	registration	statement	is	dependent	on investor	demand,	market	conditions	and	other	factors.	There	can	be	no	assurance	regarding	when,	or	if,	we	will	issue	any	additional	securities	under	the	registration statement.

# Credit	Facilities

								We	have	a	three-year	$400	million	unsecured	revolving	credit	facility	in	the	U.S.	("U.S.	Facility").	Sixteen	banks	are	participating	in	the	U.S.	Facility,	which	is	for general	corporate	purposes,	including	commercial	paper	support.	Additionally,	we	have	a	five-year	€650	million	($853	million	at	December	31,	2010	exchange	rates) multi-currency	foreign	credit	facility	("Euro	Facility")	available,	which	was	entered	into	in	October	2010	and	expires	in	October	2015.	The	Euro	Facility	replaces	a €650	million	multi-currency	revolving	loan	credit	facility	which	was	entered	into	in	2005	and	expired	in	October	2010.	At	December	31,	2010,	we	had	no	borrowings under	either	of	the	credit	facilities.	We	can	access	these	facilities	on	a	same-day	basis.

								For	both	our	U.S.	and	Euro	Facilities,	the	two	most	significant	covenants	require	us	to	maintain	a	ratio	of	consolidated	EBITDA	(earnings	before	interest,	taxes, depreciation	and	amortization),	adjusted	for	Hewitt	related	transaction	costs	and	up	to	$50	million	in	non-recurring	cash	charges	("Adjusted	EBITDA")	to	consolidated interest	expense	of	4	to	1	and	a	ratio	of	consolidated	debt	to	Adjusted	EBITDA	of	not	greater	than	3	to	1.	We	were	in	compliance	with	these	and	all	other	covenants	as	of December	31,	2010.

								As	noted	above,	in	connection	with	the	Hewitt	acquisition,	we	obtained	a	Term	Loan	Credit	Facility	which	provided	up	to	$1	billion	of	unsecured	borrowings. Concurrent	with	this	term	loan,	we	also	obtained	a	Bridge	Loan	Facility	which	provided	unsecured	bridge	financing	of	up	to	$1.5	billion.	In	lieu	of	drawing	under	the Bridge	Loan	Facility,	on	September	7,	2010	we	issued	$1.5	billion	in	unsecured	senior	notes	and	terminated	the	Bridge	Loan	Facility.	On	the	acquisition	date,	October	1, 2010,	we	drew	down	the	$1.0	billion	Term	Loan	Credit	Facility.

# Rating	Agency	Ratings

								The	major	rating	agencies'	ratings	of	our	debt	at	February	25,	2011	appear	in	the	table	below.

|  | Senior<br>Long-term	Debt | Commercial<br>Paper | Outlook |
| :--- | :--- | :--- | :--- |
| Standard\t&amp;\tPoor's | BBB+ | A-2 | Stable |
| Moody's\tInvestor\tServices | Baa2 | P-2 | Negative |
| Fitch,\tInc. | BBB+ | F-2 | Stable |

								A	downgrade	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	would	increase	our	borrowing	costs,	reduce	or	eliminate	our	access	to	capital,	reduce our	financial	flexibility,	and	increase	our	commercial	paper	interest	rates	or	possibly	restrict	our	access	to	the	commercial	paper	market	altogether.

# Letters	of	Credit

								We	have	outstanding	letters	of	credit	("LOCs")	totaling	$71	million	at	December	31,	2010.	These	LOCs	cover	the	beneficiaries	related	to	our	Canadian	pension plan	scheme,	cover	deductible	retentions	for	our	workers	compensation	program,	secure	a	sublease	agreement	for	office	space,	secure	one	of	our	U.S.	pension	plans,	and cover	contingent	payments	for	taxes	and	other	business	obligations	to	third	parties.	In	addition,	we	have	a	contingent	LOC	for	up	to	$85	million	that	is	in	support	of	a potential	acquisition,	which	is	expected	to	close	in	2011.

# Adequacy	of	Liquidity	Sources

								We	believe	that	cash	flows	from	operations	and	available	credit	facilities	will	be	sufficient	to	meet	our	liquidity	needs,	including	capital	expenditures,	pension contributions,	cash	restructuring	costs,	and	anticipated	working	capital	requirements,	for	the	foreseeable	future.	Our	cash	flows	from	operations,	borrowing	capacity	and overall	liquidity	are	subject	to	risks	and	uncertainties.	See	Item	1,	"Information	Concerning	Forward-Looking	Statements"	and	Item	1A,	"Risk	Factors."

# Contractual	Obligations

								Summarized	in	the	table	below	are	our	contractual	obligations	and	commitments	as	of	December	31,	2010	(in	millions):

|  |  |  | Payments	due	in |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2012-\n2013 | 2014-\n2015 | 2016\tand\nbeyond | Total |
| Short-\tand\tlong-term\tborrowings | $492 | $1,109 | $1,257 | $1,648 | $4,506 |
| Interest\texpense\ton\tdebt | 216 | 391 | 271 | 1,226 | 2,104 |
| Operating\tLeases | 417 | 740 | 610 | 701 | 2,468 |
| Pension\tand\tother\tpostretirement\tbenefit\tplans\t(1)\t(2) | 386 | 1,040 | 813 | 1,028 | 3,267 |
| Purchase\tobligations\t(3)\t(4) | 313 | 471 | 225 | 55 | 1,064 |
| Insurance\tpremiums\tpayable | 10,062 | 1 | — | — | 10,063 |
| Other\t(5) | 9 | 1 | 1 | 3 | 14 |
|  | $11,895 | $3,753 | $3,177 | $4,661 | $23,486 |

(1) Pension	and	other	postretirement	benefit	plan	obligations	include	estimates	of	our	minimum	funding	requirements,	pursuant	to	ERISA	and	other regulations	and	minimum	funding

requirements	agreed	with	the	trustees	of	our	U.K.	pension	plans.	Additional	amounts	may	be	agreed	to	with,	or	required	by,	the	U.K.	pension plan	trustees.	Nonqualified	pension	and	other	postretirement	benefit	obligations	are	based	on	estimated	future	benefit	payments.	We	may	make additional	discretionary	contributions.

(2) In	2007,	our	principal	U.K	subsidiary	agreed	with	the	trustees	of	one	of	the	U.K.	plans	to	contribute	£9.4	million	($15	million)	per	year	to	that pension	plan	for	the	next	six	years,	with	the	amount	payable	increasing	by	approximately	5%	on	each	April	1.	The	trustees	of	the	plan	have certain	rights	to	request	that	our	U.K.	subsidiary	advance	an	amount	equal	to	an	actuarially	determined	winding-up	deficit.	As	of	December	31, 2010,	the	estimated	winding-up	deficit	was	£270	million	($421	million).	The	trustees	of	the	plan	have	accepted	in	practice	the	agreed-upon schedule	of	contributions	detailed	above	and	have	not	requested	the	winding-up	deficit	be	paid.

(3) Purchase	obligations	are	defined	as	agreements	to	purchase	goods	and	services	that	are	enforceable	and	legally	binding	on	us,	and	that	specifies all	significant	terms,	including	what	is	to	be	purchased,	at	what	price	and	the	approximate	timing	of	the	transaction.	Most	of	our	purchase obligations	are	related	to	purchases	of	information	technology	services	or	for	claims	outsourcing	in	the	U.K.

(4) Excludes	$70	million	of	unfunded	commitments	related	to	an	investment	in	a	limited	partnership	due	to	our	inability	to	reasonably	estimate	the period(s)	when	the	limited	partnership	will	request	funding.

(5) Excludes	$85	million	of	liabilities	for	unrecognized	tax	benefits	due	to	our	inability	to	reasonably	estimate	the	period(s)	when	cash	settlements will	be	made.

# Financial	Condition

								At	December	31,	2010,	our	net	assets	of	$8.3	billion,	representing	total	assets	minus	total	liabilities,	were	$2.9	billion	higher	than	the	balance	at	December	31, 2009.	Working	capital	increased	$221	million	to	$1.6	billion.

								Balance	sheet	categories	that	reflected	large	variances	from	last	year	included	the	following:

•Cash	and	short-term	investments	increased	$492	million,	resulting	primarily	from	cash	from	operations	including	Hewitt,	partially	offset	by	cash	used	for our	ongoing	share	repurchase	program,	funding	of	our	various	pension	plans,	and	the	acquisition	of	businesses.

•Total	Receivables	increased	$649	million	due	primarily	to	the	inclusion	of	Hewitt.

•Goodwill	and	Other	Intangibles	increased	$2.6	billion	and	$2.8	billion,	respectively,	due	principally	to	the	acquisition	of	Hewitt	as	well	as	other	smaller acquisitions	during	2010.

•Short-term	debt	increased	$482	million,	due	principally	to	the	reclassification	of	our	5.05%	CAD	375	million	($372	million	at	December	31,	2010 exchange	rates)	debt	securities	from	long-term,	as	the	due	date	of	the	securities	is	April	2011,	and	the	inclusion	of	$100	million	of	our	$1	billion	Senior Term	Loan	Credit	Facility	which	is	due	within	one	year	from	the	balance	sheet	date.

•Long-term	debt	increased	by	$2.0	billion,	principally	reflecting	the	draw	down	of	$1.0	billion	under	the	Term	Loan	Credit	Facility,	of	which	$25	million has	been	repaid	and	$100	million	has	been	included	in	Short-term	debt,	and	the	issuance	of	$1.5	billion	in	notes	to	fund	the	Hewitt	acquisition,	partially offset	by	the	early	extinguishment	of	$299	million	in	debt	assumed	in	the	Hewitt	acquisition,	and	the	repayment	of	$47	million	of	debt	held	by	PEPS	I,	a consolidated	VIE.

# Borrowings

								Total	debt	at	December	31,	2010	was	$4.5	billion,	an	increase	of	$2.5	billion	from	December	31,	2009,	due	principally	to	the	draw	down	of	the	$1.0	billion	Term Credit	Loan	Facility	and	the	issuance	of	$1.5	billion	in	unsecured	senior	notes	related	to	the	Hewitt	acquisition	(see	Note	9	"Debt").

								In	December	2010,	we	prepaid	$299	million	of	debt	assumed	in	the	Hewitt	acquisition	and	used	a	portion	of	PEPS	I	restricted	cash	to	repurchase	$47	million	of debt	held	by	PEPS	I,	a	consolidated	VIE.

								In	October	2010,	we	replaced	our	five-year	€650	million	($853	million	at	December	31,	2010	exchange	rates)	multi-currency	foreign	credit	facility,	which	expired in	October	2010,	with	a	new	five-year	€650	million	Euro	Facility	which	expires	in	2015.

								In	2010,	we	reclassified	our	indirect	wholly	owned	subsidiary's	5.05%	CAD	375	million	($372	million	at	December	31,	2010	exchange	rates)	debt	securities,	which are	guaranteed	by	Aon,	to	Short-term	debt	and	current	portion	of	long-term	debt	in	the	Consolidated	Statements	of	Financial	Position	as	the	due	date	of	the	securities, April	2011,	is	less	than	one	year	from	the	current	balance	sheet	date.	We	are	exploring	alternatives	to	refinance	this	obligation,	and	how	we	proceed	will	depend	upon our	liquidity	profile	and	debt	market	conditions,	among	other	considerations.

								Our	total	debt	as	a	percentage	of	total	capital	attributable	to	Aon	stockholders	was	35.3%	and	27.2%	at	December	31,	2010	and	December	31,	2009,	respectively. The	increase	in	the	debt	to	capital	ratio	at	December	31,	2010	is	attributable	to	the	$2.5	billion	in	debt	financing	issued	to	fund	the	Hewitt	acquisition.

								In	1997,	we	created	Aon	Capital	A,	a	wholly-owned	statutory	business	trust	("Trust"),	for	the	purpose	of	issuing	mandatorily	redeemable	preferred	capital	securities ("Capital	Securities").	We	received	cash	and	100%	of	the	common	equity	of	Aon	Capital	A	by	issuing	8.205%	Junior	Subordinated	Deferrable	Interest	Debentures	(the "Debentures")	to	Aon	Capital	A.	These	transactions	were	structured	such	that	the	net	cash	flows	from	Aon	to	Aon	Capital	A	matched	the	cash	flows	from	Aon	Capital	A to	the	third	party	investors.	We	determined	that	we	were	not	the	primary	beneficiary	of	Aon	Capital	A,	a	VIE,	and,	thus	reflected	the	Debentures	as	long-term	debt. During	the	first	half	of	2009,	we	repurchased	$15	million	face	value	of	the	Capital	Securities	for	approximately	$10	million,	resulting	in	a	$5	million	gain,	which	is reported	in	Other	income	(expense)	in	the	Consolidated	Statements	of	Income.	To	facilitate	the	legal	release	of	the	obligation	created	through	the	Debentures	associated with	this	repurchase	and	future	repurchases,	we	dissolved	the	Trust	effective	June	25,	2009.	This	dissolution	resulted	in	the	exchange	of	the	Capital	Securities	held	by third	parties	for	the	Debentures.	Also	in	connection	with	the	dissolution	of	the	Trust,	the	$24	million	of	common	equity	of	Aon	Capital	A	held	by	us	was	exchanged	for $24	million	of	Debentures,	which	were	then	cancelled.	Following	these	actions,	$687	million	of	Debentures	remain	outstanding	as	of	December	31,	2010.	The Debentures	are	subject	to	mandatory	redemption	on	January	1,	2027	or	are	redeemable	in	whole,	but	not	in	part,	at	our	option	upon	the	occurrence	of	certain	events.

# Equity

								Equity	at	December	31,	2010	was	$8.3	billion,	an	increase	of	$2.9	billion	from	December	31,	2009.	The	increase	resulted	primarily	from	$2.5	billion	in	shares issued	in	connection	with	the	Hewitt	acquisition,	net	income	of	$732	million	and	stock-based	compensation	of	$221	million,	which	was	partially	offset	by	share repurchases	of	$250	million	and	$175	million	of	dividends	to	shareholders.

								Accumulated	other	comprehensive	loss	increased	$242	million	since	December	31,	2009,	primarily	reflecting	the	following:

•a	decline	in	net	foreign	currency	translation	adjustments	of	$133	million,	which	was	attributable	to	the	strengthening	of	the	U.S.	dollar	against	foreign currencies,

•reclassification	of	$44	million	to	Retained	earnings	due	to	the	adoption,	effective	January	1,	2010,	of	new	accounting	guidance	which	resulted	in	the consolidation	of	PEPS	I,

•an	increase	of	$41	million	in	net	post-retirement	benefit	obligations,	and

•net	derivative	losses	of	$24	million.

# VARIABLE	INTEREST	ENTITIES

# Consolidated	Variable	Interest	Entities

								In	2001,	we	sold	the	vast	majority	of	our	limited	partnership	("LP")	portfolio,	valued	at	$450	million,	to	PEPS	I,	a	QSPE.	In	accordance	with	the	recently	issued VIE	guidance,	former	QSPEs	must	now	be	assessed	to	determine	if	they	are	VIEs.	We	concluded	that	PEPS	I	is	a	VIE	and	that	we	hold	a	variable	interest	in	PEPS	I.	We also	concluded	that	we	are	the	primary	beneficiary	of	PEPS	I,	as	we	have	the	power	to	direct	the	activities	that	most	significantly	impact	economic	performance	and	we have	the	obligation	or	right	to	absorb	losses	or	receive	benefits	that	could	potentially	be	significant	to	PEPS	I.	As	a	result	of	adopting	this	new	guidance,	we	consolidated PEPS	I	effective	January	1,	2010.	The	financial	statement	impact	of	consolidating	PEPS	I	resulted	in:

•the	removal	of	the	$87	million	PEPS	I	preferred	stock,	previously	reported	in	investments,	and

•the	addition	of	$77	million	of	equity	method	investments	in	LP's;	cash	of	$57	million,	of	which	$52	million	was	restricted;	long-term	debt	of	$47	million; a	decrease	in	accumulated	other	comprehensive	income	net	of	tax	of	$44	million;	and	an	increase	in	retained	earnings	of	$44	million.

								In	December	2010,	the	majority	of	PEPS	I	restricted	cash	was	used	to	repurchase	$47	million	in	PEPS	I	debt,	with	the	remaining	cash	now	available	for	general	use.

								As	part	of	the	original	transaction,	we	were	required	to	purchase	from	PEPS	I	additional	below	investment	grade	securities	equal	to	the	unfunded	limited	partnership commitments,	as	they	were	requested.	As	of	December	31,	2010,	we	are	no	longer	required	to	purchase	additional	securities	as	a	result	of	the	repayment	of	the $47	million	in	long-term	debt;	however,	we	will	continue	to	fund	any	unfunded	equity	commitments.	The	commitments	have	specific	expiration	dates	and	the	general partners	may	decide	not	to	draw	on	these	commitments.	We	funded	$1	million	in	2010,	did	not	fund	any	commitments	in	2009,	and	funded	$2	million	in	2008.	As	of December	31,	2010,	the	unfunded	commitments	decreased	to	$13	million	as	some	of	the	commitment	periods	have	expired.

# Unconsolidated	Variable	Interest	Entities

•Juniperus	Insurance	Opportunity	Fund	Limited	("Juniperus"),	which	is	an	investment	vehicle	that	invests	in	an	actively	managed	and	diversified	portfolio of	insurance	risks,	and

•Juniperus	Capital	Holdings	Limited	("JCHL"),	which	provides	investment	management	and	related	services	to	Juniperus.

								Prior	to	December	18,	2009,	based	on	our	percentage	equity	interest	in	the	Juniperus	Class	A	shares,	we	bore	a	majority	of	the	expected	residual	return	and	losses. Similarly,	our	voting	and	economic	interest	percentage	in	JCHL	required	us	to	absorb	a	majority	of	JCHL's	expected	residual	returns	and	losses.	We	were	considered	the primary	beneficiary	of	both	companies,	and	as	such,	these	entities	were	consolidated.	As	of	December	18,	2009,	our	equity	interest	in	Juniperus	declined	to	38%,	and	we held	a	39%	voting	and	economic	interest	in	JCHL.	Based	on	our	holdings,	we	no	longer	are

considered	to	be	the	primary	beneficiary	of	either	entity	and	have	therefore	deconsolidated	both	entities.

								At	December	31,	2010,	we	held	a	36%	interest	in	Juniperus	which	is	accounted	for	using	the	equity	method	of	accounting.	Our	potential	loss	at	December	31,	2010 is	limited	to	our	investment	of	$73	million	in	Juniperus,	which	is	recorded	in	Investments	in	the	Consolidated	Statements	of	Financial	Position.	We	have	not	provided any	financing	to	Juniperus	other	than	previously	contractually	required	amounts.

								Juniperus	and	JCHL	had	combined	assets	and	liabilities	of	$121	million	and	$22	million,	respectively,	at	December	31,	2008.	For	the	year	ended	December	31, 2009,	we	recognized	$36	million	of	pretax	income	from	Juniperus	and	JCHL.	We	recognized	$16	million	of	after-tax	income,	after	allocating	the	appropriate	share	of net	income	to	the	non-controlling	interests.

								We	previously	owned	an	85%	economic	equity	interest	in	Globe	Re	Limited	("Globe	Re"),	a	VIE,	which	provided	reinsurance	coverage	for	a	defined	portfolio	of property	catastrophe	reinsurance	contracts	underwritten	by	a	third	party	for	a	limited	period	which	ended	June	1,	2009.	We	consolidated	Globe	Re	as	we	were	deemed	to be	the	primary	beneficiary.	In	connection	with	the	winding	up	of	its	operations,	Globe	Re	repaid	its	$100	million	of	short-term	debt	and	our	equity	investment	from available	cash	in	2009.	We	recognized	$2	million	of	after-tax	income	from	Globe	Re	in	2009,	taking	into	account	the	share	of	net	income	attributable	to	non-controlling interests.	Globe	Re	was	fully	liquidated	in	the	third	quarter	of	2009.

# REVIEW	BY	SEGMENT

								We	serve	clients	through	the	following	segments:

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Revenue | $6,423 | $6,305 | $6,197 |
| Operating\tincome | 1,194 | 900 | 846 |
| Operating\tmargin | 18.6% | 14.3% | 13.7% |

								The	demand	for	property	and	casualty	insurance	generally	rises	as	the	overall	level	of	economic	activity	increases	and	generally	falls	as	such	activity	decreases, affecting	both	the	commissions	and	fees	generated	by	our	brokerage	business.	The	economic	activity	that	impacts	property	and	casualty	insurance	is	described	as exposure	units,	and	is	most	closely	correlated	with	employment	levels,	corporate	revenue	and	asset	values.	During	2010	we	continued	to	see	a	"soft	market",	which began	in	2007,	in	our	retail	brokerage	product	line.	In	a	soft	market,	premium	rates	flatten	or	decrease,	along	with	commission	revenues,	due	to	increased	competition	for market	share	among	insurance	carriers	or	increased	underwriting	capacity.	Changes	in	premiums	have	a	direct	and	potentially	material	impact	on	the	insurance brokerage	industry,	as	commission	revenues	are	generally	based	on	a	percentage	of	the

premiums	paid	by	insureds.	In	2010,	pricing	decreased	in	both	our	retail	and	reinsurance	brokerage	product	lines	and	we	expect	similar	pricing	declines	to	continue	into 2011.

								Additionally,	beginning	in	late	2008	and	continuing	throughout	2010,	we	faced	difficult	conditions	as	a	result	of	unprecedented	disruptions	in	the	global	economy, the	repricing	of	credit	risk	and	the	deterioration	of	the	financial	markets.	Weak	global	economic	conditions	have	reduced	our	customers'	demand	for	our	retail	brokerage and	reinsurance	brokerage	products,	which	have	had	a	negative	impact	on	our	operational	results.

								Risk	Solutions	generated	approximately	75%	of	our	consolidated	total	revenues	in	2010.	Revenues	are	generated	primarily	through	fees	paid	by	clients, commissions	and	fees	paid	by	insurance	and	reinsurance	companies,	and	investment	income	on	funds	held	on	behalf	of	clients.	Our	revenues	vary	from	quarter	to	quarter throughout	the	year	as	a	result	of	the	timing	of	our	clients'	policy	renewals,	the	net	effect	of	new	and	lost	business,	the	timing	of	services	provided	to	our	clients,	and	the income	we	earn	on	investments,	which	is	heavily	influenced	by	short-term	interest	rates.

								We	operate	in	a	highly	competitive	industry	and	compete	with	many	retail	insurance	brokerage	and	agency	firms,	as	well	as	with	individual	brokers,	agents,	and direct	writers	of	insurance	coverage.	Specifically,	we	address	the	highly	specialized	product	development	and	risk	management	needs	of	commercial	enterprises, professional	groups,	insurance	companies,	governments,	health	care	providers,	and	non-profit	groups,	among	others;	provide	affinity	products	for	professional	liability, life,	disability	income,	and	personal	lines	for	individuals,	associations,	and	businesses;	provide	products	and	services	via	GRIP	Solutions;	provide	reinsurance	services	to insurance	and	reinsurance	companies	and	other	risk	assumption	entities	by	acting	as	brokers	or	intermediaries	on	all	classes	of	reinsurance;	provide	capital	management transaction	and	advisory	products	and	services,	including	mergers	and	acquisitions	and	other	financial	advisory	services,	capital	raising,	contingent	capital	financing, insurance-linked	securitizations	and	derivative	applications;	provide	managing	underwriting	to	independent	agents	and	brokers	as	well	as	corporate	clients;	provide	risk consulting,	actuarial,	loss	prevention,	and	administrative	services	to	businesses	and	consumers;	and	manage	captive	insurance	companies.

								In	February	2009,	we	completed	the	sale	of	the	U.S.	operations	of	Cananwill,	our	premium	finance	business.	In	June	and	July	of	2009,	we	entered	into	agreements with	third	parties	with	respect	to	our	international	premium	finance	businesses,	whereby	these	third	parties	began	originating,	financing,	and	servicing	premium	finance loans	generated	by	referrals	from	our	brokerage	operations.

								In	November	2008	we	expanded	our	product	offerings	through	the	merger	with	Benfield,	a	leading	independent	reinsurance	intermediary.	Benfield	products	were integrated	with	our	existing	reinsurance	products	in	2009.

								Risk	Solutions	commissions,	fees	and	other	revenue	was	as	follows	(in	millions):

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Retail\tbrokerage: |  |  |  |
| Americas | $2,377 | $2,249 | $2,280 |
| United\tKingdom | 629 | 650 | 742 |
| Europe,\tMiddle\tEast\t&amp;\tAfrica | 1,400 | 1,392 | 1,515 |
| Asia\tPacific | 519 | 456 | 491 |
| Total\tretail\tbrokerage | 4,925 | 4,747 | 5,028 |
| Reinsurance\tbrokerage | 1,444 | 1,485 | 1,001 |
| Total | $6,369 | $6,232 | $6,029 |

								In	2010,	commissions,	fees	and	other	revenue	increased	$137	million	or	2%	from	2009	driven	primarily	by	the	increase	from	acquisitions,	primarily	Allied	North America,	net	of	dispositions	and	the	favorable	impact	of	foreign	currency	translation.	Organic	revenue	growth	was	flat	in	2010.

								Reconciliation	of	organic	revenue	growth	to	reported	commissions,	fees	and	other	revenue	growth	for	2010	versus	2009	is	as	follows:

| Americas | 6% | 2% | 4% | —% |
| :--- | :--- | :--- | :--- | :--- |
| United\tKingdom | (3) | (1) | — | (2) |
| Europe,\tMiddle\tEast\t&amp;\tAfrica | 1 | (2) | 3 | — |
| Asia\tPacific | 14 | 10 | 1 | 3 |
| Total\tretail\tbrokerage | 4 | 1 | 3 | — |
| Reinsurance\tbrokerage | (3) | 1 | (1) | (3) |
| Total | 2% | 1% | 1% | —% |

								The	6%	increase	in	Americas	reflects	the	impact	of	the	Allied	acquisition,	net	of	small	dispositions,	and	favorable	foreign	currency	translation.	Organic	revenue growth	was	flat	as	strong	growth	in	Latin	America	and	benefits	related	to	GRIP	were	partially	offset	by	declines	in	the	US	Retail	and	Canadian	operations.

								United	Kingdom	commissions,	fees	and	other	revenue	declined	3%	driven	by	unfavorable	foreign	currency	translation	and	a	2%	organic	revenue	decline	reflecting weak	market	conditions	and	lower	exposure	units.

								Europe,	Middle	East	&	Africa	commissions,	fees	and	other	revenue	increased	1%	driven	primarily	by	the	net	favorable	impact	of	acquisitions	offset	by unfavorable	foreign	exchange	rates.	The	flat	organic	revenue	growth	was	principally	due	to	weak	economic	conditions	and	lower	exposure	units	in	Continental	Europe, partially	offset	by	strong	growth	in	the	emerging	markets	of	Middle	East	and	Africa.

								Asia	Pacific	commissions,	fees	and	other	revenue	increased	14%,	due	to	the	favorable	impact	of	foreign	currency	translation	and	3%	organic	revenue	growth, which	was	driven	largely	by	growth	in	Australia,	New	Zealand	and	certain	emerging	markets,	partially	offset	by	declines	in	Japan	and	Hong	Kong.

								Reinsurance	commissions,	fees	and	other	revenue	decreased	3%.	Organic	revenue	decreased	3%	primarily	resulting	from	decreases	in	pricing	and	higher	retentions by	insurers,	primarily	in	treaty	placements,	partially	offset	by	revenue	growth	in	capital	markets	transaction	and	advisory	services.	Favorable	foreign	currency	translation offset	the	unfavorable	impact	related	to	net	dispositions.

# Operating	Income

								Operating	income	increased	$294	million	or	33%	from	2009	to	$1.2	billion	in	2010.	In	2010,	operating	income	margins	in	this	segment	were	18.6%,	up	430	basis points	from	14.3%	in	2009.	Contributing	to	increased	operating	income	and	margins	were	lower	restructuring	costs	of	$267	million,	savings	related	to	the	restructuring plan	and	other	cost	savings	initiatives,	the	favorable	impact	of	foreign	currency	translation,	and	a	$15	million	reduction	related	to	the	2009	Benfield	integration	costs. The	increase	in	operating	income	was	partially	offset	by	higher	E&O	expenses	as	a	result	of	insurance	recoveries	in	the	prior	year,	the	2009	net	pension	curtailment	gain of	$54	million,	and	a	$19	million	reduction	in	investment	income.

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Revenue | $2,111 | $1,267 | $1,356 |
| Operating\tincome | 234 | 203 | 208 |
| Operating\tmargin | 11.1% | 16.0% | 15.3% |

								In	October	2010,	we	completed	the	acquisition	of	Hewitt,	one	of	the	world's	leading	human	resource	consulting	and	outsourcing	companies.	Hewitt	operates globally	together	with	Aon's	existing	consulting	and	outsourcing	operations	under	the	newly	created	Aon	Hewitt	brand.	Hewitt's	operating	results	are	included	in	Aon's results	of	operations	beginning	October	1,	2010.

								Our	HR	Solutions	segment	generated	approximately	25%	of	our	consolidated	total	revenues	in	2010	and	provides	a	broad	range	of	human	capital	services,	as follows:

•Health	and	Benefits	advises	clients	about	how	to	structure,	fund,	and	administer	employee	benefit	programs	that	attract,	retain,	and	motivate	employees. Benefits	consulting	includes	health	and	welfare,	executive	benefits,	workforce	strategies	and	productivity,	absence	management,	benefits	administration, data-driven	health,	compliance,	employee	commitment,	investment	advisory	and	elective	benefits	services.

•Retirement	specializes	in	global	actuarial	services,	defined	contribution	consulting,	investment	consulting,	tax	and	ERISA	consulting,	and	pension administration.

•Compensation	focuses	on	compensatory	advisory/counsel	including:	compensation	planning	design,	executive	reward	strategies,	salary	survey	and benchmarking,	market	share	studies	and	sales	force	effectiveness,	with	special	expertise	in	the	financial	services	and	technology	industries.

•Human	Resource	Business	Processing	Outsourcing	("HR	BPO")	provides	market-leading	solutions	to	manage	employee	data;	administer	benefits, payroll	and	other	human	resources	processes;	and	record	and	manage	talent,	workforce	and	other	core	HR	process	transactions	as	well	as	other complementary	services	such	as	absence	management,	flexible	spending,	dependent	audit	and	participant	advocacy.

								Beginning	in	late	2008,	the	disruption	in	the	global	credit	markets	and	the	deterioration	of	the	financial	markets	created	significant	uncertainty	in	the	marketplace. Weak	economic	conditions	globally	continued	throughout	2010.	The	prolonged	economic	downturn	is	adversely	impacting	our	clients'	financial	condition	and	therefore the	levels	of	business	activities	in	the	industries	and	geographies	where	we	operate.	While	we	believe	that	the	majority	of	our	practices	are	well	positioned	to	manage through	this	time,	these	challenges	are	reducing	demand	for	some	of	our	services	and	putting

continued	pressure	on	pricing	of	those	services,	which	is	having	an	adverse	effect	on	our	new	business	and	results	of	operations.

								In	2010,	Commissions,	fees	and	other	revenue	of	$2.1	billion	was	67%	higher	than	2009,	reflecting	the	impact	of	the	Hewitt	acquisition.	Commissions,	fees	and other	revenue	were	as	follows	(in	millions):

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Consulting\tservices | $1,387 | $1,075 | $1,139 |
| Outsourcing | 731 | 191 | 214 |
| Intersegment | (8) | — | — |
| Total | $2,110 | $1,266 | $1,353 |

								Organic	revenue	growth	was	1%	in	2010,	as	detailed	in	the	following	reconciliation:

| Year	ended	December	31, | Percent<br>Change | Less:<br>Currency<br>Impact | Less:<br>Acquisitions,<br>Divestitures,<br>&amp;	Other | Organic<br>Revenue |
| :--- | :--- | :--- | :--- | :--- |
| Consulting\tservices | 29% | 1% | 27% | 1% |
| Outsourcing | 283 | 2 | 282 | (1) |
| Intersegment | N/A | N/A | N/A | N/A |
| Total | 67% | 1% | 65% | 1% |

								Consulting	services	increased	$312	million	or	29%,	reflecting	the	inclusion	of	Hewitt	revenue	from	the	date	of	acquisition,	organic	revenue	growth	of	1%,	driven mainly	by	solid	growth	in	global	compensation	consulting,	and	favorable	foreign	currency	translation.

								Outsourcing	revenue	increased	$540	million,	or	283%,	driven	by	the	inclusion	of	Hewitt	from	the	date	of	acquisition	and	favorable	foreign	currency	translation, partially	offset	by	a	1%	decrease	in	organic	revenue	due	primarily	to	a	decline	in	project-related	revenue	and	price	compression	in	benefits	administration.

								Operating	income	was	$234	million,	an	increase	of	$31	million,	or	15%,	from	2009.	This	increase	was	principally	driven	by	the	inclusion	of	Hewitt's	operating results	and	expense	savings	driven	by	operational	improvement,	partially	offset	by	higher	restructuring	costs,	Hewitt	related	transaction	and	integration	costs,	and	the	net pension	curtailment	gain	in	2009	of	$20	million.	Operating	margins	in	this	segment	for	2010	were	11.1%,	a	decrease	of	490	basis	points	from	16.0%	in	2009,	driven largely	by	the	mix	of	businesses	following	the	acquisition	of	Hewitt	and	the	impact	of	higher	amortization	of	intangibles	expense	associated	with	the	Hewitt	acquisition.

# Unallocated	Income	and	Expense

								A	reconciliation	of	our	operating	income	to	income	from	continuing	operations	before	income	taxes	is	as	follows	(in	millions):

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Operating\tincome\t(loss): |  |  |  |
| Risk\tSolutions | $1,194 | $900 | $846 |
| HR\tSolutions | 234 | 203 | 208 |
| Unallocated | (202) | (82) | (114) |
| Operating\tincome | 1,226 | 1,021 | 940 |
| Interest\tincome | 15 | 16 | 64 |
| Interest\texpense | (182) | (122) | (126) |
| Other\tincome | — | 34 | 1 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | $1,059 | $949 | $879 |

								Unallocated	operating	loss	includes	corporate	governance	costs	not	allocated	to	the	operating	segments.	In	2009,	it	also	included	revenue	and	expenses	from	our equity	ownership	in	insurance	investments	obtained	as	part	of	the	Benfield	acquisition.	Net	unallocated	expenses	increased	$120	million	to	$202	million	for	2010.	The increase	was	driven	mainly	by	the	$49	million	non-cash	U.S.	defined	benefit	pension	plan	expense	resulting	from	an	adjustment	to	the	market-related	value	of	plan assets,	Hewitt	transaction	costs	of	$21	million	and	the	net	impact	of	the	insurance	investments	in	2009.

								Interest	income	consists	primarily	of	income	earned	on	our	operating	cash	balances	and	other	income-producing	securities.	It	does	not	include	interest	earned	on funds	held	on	behalf	of	clients.	Interest	income	was	$15	million	in	2010,	a	decrease	of	$1	million	from	2009	reflecting	the	overall	impact	of	lower	interest	rates.

								Interest	expense,	which	represents	the	cost	of	our	worldwide	debt	obligations,	increased	$60	million	primarily	as	a	result	of	the	$2.5	billion	in	debt	issued	in connection	with	the	Hewitt	acquisition	and	costs	associated	with	the	cancellation	of	a	$1.5	billion	bridge	loan	commitment,	which	was	replaced	by	the	issuance	of $1.5	billion	in	notes	prior	to	the	acquisition	being	completed.

# CRITICAL	ACCOUNTING	POLICIES	AND	ESTIMATES

								Our	consolidated	financial	statements	have	been	prepared	in	accordance	with	U.S.	GAAP.	To	prepare	these	financial	statements,	we	made	estimates,	assumptions and	judgments	that	affect	what	we	report	as	our	assets	and	liabilities,	what	we	disclose	as	contingent	assets	and	liabilities	at	the	date	of	the	financial	statements,	and	the reported	amounts	of	revenues	and	expenses	during	the	periods	presented.

								In	accordance	with	our	policies,	we	regularly	evaluate	our	estimates,	assumptions	and	judgments,	including	those	concerning	restructuring,	pensions,	goodwill	and other	intangible	assets,	contingencies,	share-based	payments,	and	income	taxes,	and	base	our	estimates,	assumptions,	and	judgments	on	our	historical	experience	and	on factors	we	believe	reasonable	under	the	circumstances.	The	results	involve	judgments	about	the	carrying	values	of	assets	and	liabilities	not	readily	apparent	from	other sources.	If	our	assumptions	or	conditions	change,	the	actual	results	we	report	may	differ	from	these	estimates.	We	believe	the	following	critical	accounting	policies affect	the	more	significant	estimates,	assumptions,	and	judgments	we	used	to	prepare	these	consolidated	financial	statements.

# Restructuring

# Workforce	reduction	costs

								The	method	used	to	account	for	workforce	reduction	costs	depends	on	whether	the	costs	result	from	an	ongoing	severance	plan	or	are	one-time	costs.	We	account for	relevant	expenses	as	severance	costs	when	we	have	an	established	severance	policy,	statutory	requirements	dictate	the	severance	amounts,	or	we	have	an	established pattern	of	paying	by	a	specific	formula.

								We	estimate	our	one-time	workforce	reduction	costs	related	to	exit	and	disposal	activities	not	resulting	from	an	ongoing	severance	plan	based	on	the	benefits available	to	the	employees	being	terminated.	We	recognize	these	costs	when	we	identify	the	specific	classification	(or	functions)	and	locations	of	the	employees	being terminated,	notify	the	employees	who	might	be	included	in	the	termination,	and	expect	to	terminate	employees	within	the	legally	required	notification	period.	When employees	are	receiving	incentives	to	stay	beyond	the	legally	required	notification	period,	we	record	the	cost	of	their	severance	over	the	remaining	service	period.

# Lease	consolidation	costs

								Where	we	have	provided	notice	of	cancellation	pursuant	to	a	lease	agreement	or	abandoned	space	and	have	no	intention	of	reoccupying	it,	we	recognize	a	loss.	The loss	reflects	our	best	estimate	of	the	net	present	value	of	the	future	cash	flows	associated	with	the	lease	at	the	date	we	vacate	the	property	or	sign	a	sublease	arrangement. To	determine	the	loss,	we	estimate	sublease	income	based	on	current	market	quotes	for	similar	properties.	When	we	finalize	definitive	agreements	with	the	sublessee,	we adjust	our	sublease	losses	for	actual	outcomes.

# Fair	value	concepts	of	severance	arrangements	and	lease	losses

								Accounting	guidance	requires	that	our	exit	and	disposal	accruals	reflect	the	fair	value	of	the	liability.	Where	material,	we	discount	the	lease	loss	calculations	to arrive	at	their	net	present	value.

								Most	workforce	reductions	happen	over	a	short	span	of	time,	so	no	discounting	is	necessary.	However,	we	may	discount	the	severance	arrangement	when	we terminate	employees	who	will	provide	no	future	service	and	we	pay	their	severance	over	an	extended	period.	Accretion	of	the	discount	occurs	over	the	remaining	life	of the	liability.

								For	the	remaining	lease	term	or	severance	payout,	we	decrease	the	liability	for	payments	and	increase	the	liability	for	accretion	of	the	discount,	if	material.	The discount	reflects	our	incremental	borrowing	rate,	which	matches	the	lifetime	of	the	liability.	Significant	changes	in	the	discount	rate	selected	or	the	estimations	of sublease	income	in	the	case	of	leases	could	impact	the	amounts	recorded.

# Other	associated	costs	of	exit	and	disposal	activities

								We	recognize	other	costs	associated	with	exit	and	disposal	activities	as	they	are	incurred,	including	moving	costs	and	consulting	and	legal	fees.

								Asset	impairments	may	result	from	large-scale	restructurings	and	we	account	for	these	impairments	in	the	period	when	they	become	known.	Furthermore,	we record	impairments	by	reducing	the	book	value	to	the	net	present	value	of	future	cash	flows	(in	situations	where	the	asset	had	an	identifiable	cash	flow	stream)	or accelerating	the	depreciation	to	reflect	the	revised	useful	life.

# Pensions

								We	sponsor	defined	benefit	pension	plans	throughout	the	world.	Our	most	significant	plans	are	located	in	the	U.S.,	the	U.K.,	the	Netherlands	and	Canada.

# Significant	changes	to	pension	plans

								Our	U.S.,	U.K.	and	Canadian	pension	plans	were	previously	closed	to	new	entrants.	Effective	January	1,	2009,	our	Netherlands	plan	was	also	closed	to	new entrants.	In	2007,	future	benefit	accruals	relating	to	salary	and	service	ceased	in	our	U.K.	plans.	Effective	April	1,	2009,	we	ceased	crediting	future	benefits	relating	to salary	and	service	for	our	two	U.S.	plans.	As	a	result,	we	recognized	a	curtailment	gain	of	$83	million	in	2009.	In	2010,	we	ceased	crediting	future	benefits	relating	to service	in	our	Canadian	defined	benefit	pension	plans.	We	recognized	a	curtailment	loss	of	$5	million	related	to	the	Canadian	pension	plans	in	2009.

# Recognition	of	gains	and	losses	and	prior	service

								We	defer	the	recognition	of	gains	and	losses	that	arise	from	events	such	as	changes	in	the	discount	rate	and	actuarial	assumptions,	actual	demographic	experience and	asset	performance.

								Unrecognized	gains	and	losses	are	amortized	as	a	component	of	pension	expense	based	on	the	average	expected	future	service	of	active	employees	for	our	plans	in the	Netherlands	and	Canada,	or	the	average	life	expectancy	of	the	U.S.	and	U.K.	plan	members.	After	the	effective	date	of	the	plan	amendments	to	cease	crediting	future benefits	relating	to	service,	unrecognized	gains	and	losses	will	also	be	based	on	the	average	life	expectancy	of	members	in	the	Canadian	plans.	We	amortize	any	prior service	costs	or	credits	which	arise	as	a	result	of	plan	changes	over	a	period	consistent	with	the	amortization	of	gains	and	losses.

								As	of	December	31,	2010,	the	pension	plans	have	deferred	losses	that	have	not	yet	been	recognized	through	income	in	the	consolidated	financial	statements.	We amortize	unrecognized	actuarial	losses	outside	of	a	corridor,	which	is	defined	as	10%	of	the	greater	of	market-related	value	of	plan	assets	or	projected	benefit	obligation. To	the	extent	not	offset	by	future	gains,	incremental	amortization	as	calculated	above	will	continue	to	affect	future	pension	expense	similarly	until	fully	amortized.

								The	following	table	discloses	our	combined	experience	loss,	the	number	of	years	over	which	we	are	amortizing	the	experience	loss,	and	the	estimated	2011 amortization	of	loss	by	country	(amounts	in	millions):

|  | U.S. | U.K. | Netherlands | Canada |
| :--- | :--- | :--- | :--- | :--- |
| Combined\texperience\tloss | $1,200 | $1,548 | $162 | $126 |
| Amortization\tperiod\t(in\tyears) | 27 | 31 | 11 | 23 |
| Estimated\t2011\tamortization\tof\tloss | $31 | $38 | $10 | $4 |

								For	the	U.S.	pension	plans	we	use	a	market-related	valuation	of	assets	approach	to	determine	the	expected	return	on	assets,	which	is	a	component	of	net	periodic benefit	cost	recognized	in	the	Consolidated	Statements	of	Income.	This	approach	recognizes	20%	of	any	gains	or	losses	in	the	current	year's	value	of	market-related assets,	with	the	remaining	80%	spread	over	the	next	four	years.	As	this	approach	recognizes	gains	or	losses	over	a	five-year	period,	the	future	value	of	assets	and therefore,	our	net	periodic	benefit	cost	will	be	impacted	as	previously	deferred	gains	or	losses	are	recorded.	As	of	December	31,	2010,	the	market-related	value	of	assets was	$1.4	billion.	We	do	not	use	the	market-related	valuation	approach	to	determine	the	funded	status	of	the	U.S.	plans	recorded	in	the	Consolidated	Statements	of Financial	Position	which	is	based	on	the	fair	value	of	the	plan	assets.	As	of	December	31,	2010,	the	fair	value	of	plan	assets	was	$1.2	billion.

								Our	plans	in	the	U.K.,	the	Netherlands	and	Canada	use	fair	value	to	determine	expected	return	on	assets.

# Rate	of	return	on	plan	assets	and	asset	allocation

								The	following	table	summarizes	the	expected	long-term	rate	of	return	on	plan	assets	for	future	pension	expense	and	the	related	target	asset	mix:

|  | U.S. | U.K. | Netherlands | Canada |
| :--- | :--- | :--- | :--- | :--- |
| Expected\treturn\t(in\ttotal) | 8.8% | 6.5% | 5.4% | 7.0% |
| Target\tequity\t(1) | 63.0% | 49.0% | 35.0% | 60.0% |
| Target\tfixed\tincome | 37.0% | 51.0% | 65.0% | 40.0% |
| Expected\treturn-equity\t(1) | 10.3% | 7.8% | 7.9% | 8.6% |
| Expected\treturn-fixed\tincome | 6.3% | 5.2% | 4.0% | 4.7% |

(1) Includes	investments	in	infrastructure,	real	estate,	limited	partnerships	and	hedge	funds.

								In	determining	the	expected	rate	of	return	for	the	plan	assets,	we	analyzed	investment	community	forecasts	and	current	market	conditions	to	develop	expected returns	for	each	of	the	asset	classes	used	by	the	plans.	In	particular,	we	surveyed	multiple	third	party	financial	institutions	and	consultants	to	obtain	long-term	expected returns	on	each	asset	class,	considered	historical	performance	data	by	asset	class	over	long	periods,	and	weighted	the	expected	returns	for	each	asset	class	by	target	asset allocations	of	the	plans.

								The	U.S.	pension	plan	asset	allocation	is	based	on	approved	allocations	following	adopted	investment	guidelines.	The	actual	asset	allocation	at	December	31,	2010 was	61%	equity	and	39%	fixed	income	securities	for	the	qualified	plan.

								The	investment	policy	for	each	U.K.	pension	plan	is	generally	determined	by	the	plans'	trustees.	Because	there	are	several	pension	plans	maintained	in	the	U.K., our	target	allocation	represents	a	weighted	average	of	the	target	allocation	of	each	plan.	Further,	target	allocations	are	subject	to	change.	In	total,	as	of	December	31, 2010,	the	U.K.	plans	were	invested	49%	in	equity	and	51%	in	fixed	income	securities.	The	Netherlands'	plan	was	invested	43%	in	equity	and	57%	in	fixed	income securities.	The	Canadian	plan	was	invested	71%	in	equity	and	29%	in	fixed	income	securities.

# Impact	of	changing	economic	assumptions

								Changes	in	the	discount	rate	and	expected	return	on	assets	can	have	a	material	impact	on	pension	obligations	and	pension	expense.

								Holding	all	other	assumptions	constant,	the	following	table	reflects	what	a	one	hundred	basis	point	increase	and	decrease	in	our	estimated	liability	discount	rate would	have	on	our	estimated	2011	pension	expense	(in	millions):

|  | Change	in	discount	rate |  |
| :--- | :--- | :--- |
| Increase\t(decrease)\tin\texpense | Increase | Decrease |
| U.S.\tplans | $(3) | $2 |
| U.K.\tplans | (18) | 17 |
| The\tNetherlands\tplan | (10) | 11 |
| Canada\tplans | (1) | 1 |

								Holding	other	assumptions	constant,	the	following	table	reflects	what	a	one	hundred	basis	point	increase	and	decrease	in	our	estimated	long-term	rate	of	return	on plan	assets	would	have	on	our	estimated	2011	pension	expense	(in	millions):

| Increase	(decrease)	in	expense | Increase | Decrease |
| :--- | :--- | :--- |
| U.S.\tplans | $(14) | $14 |
| U.K.\tplans | (35) | 35 |
| The\tNetherlands\tplan | (5) | 5 |
| Canada\tplans | (2) | 2 |

# Estimated	future	contributions

# Goodwill	and	Other	Intangible	Assets

								Goodwill	represents	the	excess	of	cost	over	the	fair	market	value	of	the	net	assets	acquired.	We	classify	our	intangible	assets	acquired	as	either	trademarks, customer	relationships,	technology,	non-compete	agreements,	or	other	purchased	intangibles.	Our	goodwill	and	other	intangible	balances	at	December	31,	2010 increased	to	$8.6	billion	and	$3.6	billion,	respectively,	compared	to	$6.1	billion	and	$791	million,	respectively,	at	December	31,	2009,	primarily	as	a	result	of	the	Hewitt acquisition.

								Although	goodwill	is	not	amortized,	we	test	it	for	impairment	at	least	annually	in	the	fourth	quarter.	In	the	fourth	quarter,	we	also	test	acquired	trademarks	(which also	are	not	amortized)	for	impairment.	We	test	more	frequently	if	there	are	indicators	of	impairment	or	whenever	business	circumstances	suggest	that	the	carrying	value of	goodwill	or	trademarks	may	not	be	recoverable.	These	indicators	may	include	a	sustained	significant	decline	in	our	share	price	and	market	capitalization,	a	decline	in our	expected	future	cash	flows,	or	a	significant	adverse	change	in	legal	factors	or	in	the	business	climate,	among	others.	No	events	occurred	during	2010	or	2009	that indicate	the	existence	of	an	impairment	with	respect	to	our	reported	goodwill	or	trademarks.

								We	perform	impairment	reviews	at	the	reporting	unit	level.	A	reporting	unit	is	an	operating	segment	or	one	level	below	an	operating	segment	(referred	to	as	a "component").	A	component	of	an	operating	segment	is	a	reporting	unit	if	the	component	constitutes	a	business	for	which	discrete	financial	information	is	available	and segment	management	regularly	reviews	the	operating	results	of	that	component.	An	operating	segment	shall	be	deemed	to	be	a	reporting	unit	if	all	of	its	components	are similar,	if	none	of	its	components	is	a	reporting	unit,	or	if	the	segment	comprises	only	a	single	component.

								The	goodwill	impairment	test	is	a	two	step	analysis.	Step	One	requires	the	fair	value	of	each	reporting	unit	to	be	compared	to	its	book	value.	Management	must apply	judgment	in	determining	the	estimated	fair	value	of	the	reporting	units.	If	the	fair	value	of	a	reporting	unit	is	determined	to	be	greater	than	the	carrying	value	of	the reporting	unit,	goodwill	and	trademarks	are	deemed	not	to	be	impaired	and	no	further	testing	is	necessary.	If	the	fair	value	of	a	reporting	unit	is	less	than	the	carrying value,	we	perform	Step	Two.	Step	Two	uses	the	calculated	fair	value	of	the	reporting	unit	to	perform	a	hypothetical	purchase	price	allocation	to	the	fair	value	of	the	assets and	liabilities	of	the	reporting	unit.	The	difference	between	the	fair	value	of	the	reporting	unit	calculated	in	Step	One	and	the	fair	value	of	the	underlying	assets	and liabilities	of	the	reporting	unit	is	the	implied	fair	value	of	the	reporting	unit's	goodwill.	A	charge	is	recorded	in	the	financial	statements	if	the	carrying	value	of	the reporting	unit's	goodwill	is	greater	than	its	implied	fair	value.

								In	determining	the	fair	value	of	our	reporting	units,	we	use	a	discounted	cash	flow	("DCF")	model	based	on	our	most	current	forecasts.	We	discount	the	related cash	flow	forecasts	using	the	weighted-average	cost	of	capital	method	at	the	date	of	evaluation.	Preparation	of	forecasts	and	selection	of	the	discount	rate	for	use	in	the DCF	model	involve	significant	judgments,	and	changes	in	these	estimates	could	affect	the	estimated	fair	value	of	one	or	more	of	our	reporting	units	and	could	result	in	a goodwill	impairment	charge	in	a	future	period.	We	also	use	market	multiples	which	are	obtained	from	quoted	prices	of	comparable	companies	to	corroborate	our	DCF model	results.	The	combined	estimated	fair	value	of	our	reporting	units	from	our	DCF	model	often	results	in	a	premium	over	our	market	capitalization,	commonly referred	to	as	a	control	premium.	We	believe	the	implied	control	premium	determined	by	our	impairment	analysis	is	reasonable	based	upon	historic	data	of	premiums paid	on	actual	transactions	within	our	industry.	Based	on	tests	performed	in	both	2010	and	2009,	there	was	no	indication	of	goodwill	impairment,	and	no	further	testing was	required.

								We	review	intangible	assets	that	are	being	amortized	for	impairment	whenever	events	or	changes	in	circumstance	indicate	that	their	carrying	amount	may	not	be recoverable.	There	were	no	indications	that	the	carrying	values	of	amortizable	intangible	assets	were	impaired	as	of	December	31,	2010	or	2009.	If	we	are	required	to record	impairment	charges	in	the	future,	they	could	materially	impact	our	results	of	operations.

# Contingencies

								We	define	a	contingency	as	any	material	condition	that	involves	a	degree	of	uncertainty	that	will	ultimately	be	resolved.	Under	U.S.	GAAP,	we	are	required	to establish	reserves	for	contingencies	when	a	loss	is	probable	and	we	can	reasonably	estimate	its	financial	impact.	We	are	required	to	assess	the	likelihood	of	material adverse	judgments	or	outcomes	as	well	as	potential	ranges	or	probability	of	losses.	We	determine	the	amount	of	reserves	required,	if	any,	for	contingencies	after carefully	analyzing	each	individual	issue.	The	required	reserves	may	change	due	to	new	developments	in	each	issue,	or	changes	in	approach,	such	as	changing	our settlement	strategy.	We	do	not	recognize	gain	contingencies	until	the	contingency	is	resolved.

# Share-based	Payments

								Stock-based	compensation	expense	is	based	on	the	value	of	the	portion	of	share-based	payment	awards	that	we	ultimately	expect	to	vest	during	that	period	based	on the	achievement	of	service	or	performance	conditions.	Thus,	we	have	reduced	expense	for	estimated	forfeitures.	We	estimate	forfeitures	at	the	time	of	grant	based	on	our actual	experience	to	date	and	revise	our	estimates,	if	necessary,	in	subsequent	periods	if	actual	forfeitures	differ	from	those	estimates.	When	the	terms	of	an	award require	no	additional	service,	the	award	is	fully	expensed	at	the	grant	date.	When	awards	are	modified,	we	account	for	the	incremental	shares	at	the	fair	market	value	at the	date	of	modification.	Expense	recognition	begins	on	the	date	the	service	period	begins,	which	can	precede	or	be	after	the	grant	date,	depending	on	the	provisions	of the	award.

# Option	accounting

								We	use	a	lattice-binomial	option-pricing	model	to	value	stock	options	granted.	Lattice-based	option	valuation	models	use	a	range	of	assumptions	over	the	expected term	of	the	options,	and	estimate	expected	volatilities	based	on	the	average	of	the	historical	volatility	of	our	stock	price	and	the	implied	volatility	of	traded	options	on our	stock.

								In	terms	of	the	assumptions	used	in	the	lattice-based	model,	we:

•use	historical	data	to	estimate	option	exercise	and	employee	terminations	within	the	valuation	model.	In	2008	and	prior	years,	we	stratified	between executives	and	key	employees.	Beginning	in	2009,	after	reviewing	additional	historical	data,	we	changed	the	valuation	model	to	stratify	employees between	those	receiving	Leadership	Performance	Plan	("LPP")	options,	Special	Stock	Plan	options,	and	all	other	option	grants.	We	believe	that	this stratification	better	represents	prospective	stock	option	exercise	patterns.

•base	the	expected	dividend	yield	assumption	on	our	current	dividend	rate,	and

•base	the	risk-free	rate	for	the	contractual	life	of	the	option	on	the	U.S.	Treasury	yield	curve	in	effect	at	the	time	of	grant.

								The	expected	life	of	employee	stock	options	represents	the	weighted-average	period	stock	options	are	expected	to	remain	outstanding,	which	is	a	derived	output	of the	lattice-binomial	model.

# Restricted	stock	unit	awards

								Employees	may	either	receive	service-based	restricted	stock	units	("RSUs")	or	performance-based	awards,	which	ultimately	result	in	the	receipt	of	RSUs,	if	the employee	achieves	his	or	her	objectives.	Such	objectives	may	be	made	on	a	personal,	group	or	company	level.	We	account	for	service-based	awards	by	expensing	the total	award	value	over	the	service	period.	We	calculate	the	total	award	value	by	multiplying	the	estimated	total	number	of	shares	to	be	delivered	by	the	fair	value	on	the date	of	grant.	We	estimate	forfeitures	based	on	our	actual	historical	experience	and	consider	dividend	discounts	when	determining	the	fair	value	of	the	RSUs. Performance-based	RSUs	may	be	immediately	vested	at	the	end	of	the	performance	period	or	may	have	a	future	additional	service	period.	Generally,	our	performance awards	are	fixed,	which	means	we	determine	the	fair	value	of	the	award	at	the	grant	date,	estimate	the	number	of	shares	to	be	delivered	at	the	end	of	the	performance period,	and	recognize	the	expense	over	the	performance	or	vesting	period,	whichever	is	longer.	These	estimates	take	into	account	performance	to	date	as	well	as	an assessment	of	future	performance.	These	assessments	are	made	by	management	using	subjective	estimates,	such	as	long-term	plans.	As	a	result,	changes	in	the underlying	assumptions	could	have	a	material	impact	on	the	expense	recognized.

								The	largest	performance-based	stock	plan	is	the	LPP,	which	has	a	three-year	performance	period.	The	2008	to	2010	performance	period	ended	on	December	31, 2010,	and	the	2007	to	2009	performance	period	ended	on	December	31,	2009.	The	LPP	currently	has	two	ongoing	performance	periods:	from	2009	to	2011	and	2010	to 2012.	A	10%	upward	adjustment	in	our	estimated	performance	achievement	percentage	for	both	LPP	plans	would	have	increased	our	2010	expense	by	approximately $4	million,	while	a	10%	downward	adjustment	would	have	decreased	our	expense	by	approximately	$4	million.	As	the	percent	of	expected	performance	increases	or decreases,	the	potential	change	in	expense	can	go	from	0%	to	200%	of	the	targeted	total	expense.

								We	earn	income	in	numerous	foreign	countries	and	this	income	is	subject	to	the	laws	of	taxing	jurisdictions	within	those	countries,	as	well	as	U.S.	federal	and	state tax	laws.	The	estimated	effective	tax	rate	for	the	year	is	applied	to	our	quarterly	operating	results.	In	the	event	that	there	is	a	significant	unusual	or	discrete	item recognized,	or	expected	to	be	recognized,	in	our	quarterly	operating	results,	the	tax	attributable	to	that	item	would	be	separately	calculated	and	recorded	at	the	same	time as	the	unusual	or	discrete	item.	We	consider	the	resolution	of	prior-year	tax	matters	to	be	such	items.

								The	carrying	values	of	deferred	income	tax	assets	and	liabilities	reflect	the	application	of	our	income	tax	accounting	policies,	and	are	based	on	management's assumptions	and	estimates	about

future	operating	results	and	levels	of	taxable	income,	and	judgments	regarding	the	interpretation	of	the	provisions	of	current	accounting	principles.

								We	assess	carryforwards	and	tax	credits	for	realization	as	a	reduction	of	future	taxable	income	by	using	a	"more	likely	than	not"	determination.	We	have	not recognized	a	U.S.	deferred	tax	liability	for	undistributed	earnings	of	certain	foreign	subsidiaries	of	our	continuing	operations	to	the	extent	they	are	considered permanently	reinvested.	Distributions	may	be	subject	to	additional	U.S.	income	taxes	if	we	either	distribute	these	earnings,	or	we	are	deemed	to	have	distributed	these earnings,	according	to	the	Internal	Revenue	Code,	and	could	materially	affect	our	future	effective	tax	rate.

								We	base	the	carrying	values	of	liabilities	for	income	taxes	currently	payable	on	management's	interpretation	of	applicable	tax	laws,	and	incorporate	management's assumptions	and	judgments	about	using	tax	planning	strategies	in	various	taxing	jurisdictions.	Using	different	estimates,	assumptions	and	judgments	in	accounting	for income	taxes,	especially	those	which	deploy	tax	planning	strategies,	may	result	in	materially	different	carrying	values	of	income	tax	assets	and	liabilities	and	changes	in our	results	of	operations.

								We	operate	in	many	foreign	jurisdictions	where	tax	laws	relating	to	our	businesses	are	not	well	developed.	In	such	jurisdictions,	we	obtain	professional	guidance and	consider	existing	industry	practices	before	using	tax	planning	strategies	and	meeting	our	tax	obligations.	Tax	returns	are	routinely	subject	to	audit	in	most jurisdictions,	and	tax	liabilities	are	frequently	finalized	through	negotiations.	In	addition,	several	factors	could	increase	the	future	level	of	uncertainty	over	our	tax liabilities,	including	the	following:

•the	portion	of	our	overall	operations	conducted	in	foreign	tax	jurisdictions	has	been	increasing,	and	we	anticipate	this	trend	will	continue,

•to	deploy	tax	planning	strategies	and	conduct	foreign	operations	efficiently,	our	subsidiaries	frequently	enter	into	transactions	with	affiliates,	which	are generally	subject	to	complex	tax	regulations	and	are	frequently	reviewed	by	tax	authorities,

•we	may	conduct	future	operations	in	certain	tax	jurisdictions	where	tax	laws	are	not	well	developed,	and	it	may	be	difficult	to	secure	adequate professional	guidance,	and

•tax	laws,	regulations,	agreements	and	treaties	change	frequently,	requiring	us	to	modify	existing	tax	strategies	to	conform	to	such	changes.

# NEW	ACCOUNTING	PRONOUNCEMENTS

								Note	2	"Summary	of	Significant	Accounting	Principles	and	Practices"	of	the	Notes	to	Consolidated	Financial	Statements	contains	a	summary	of	our	significant accounting	policies,	including	a	discussion	of	recently	issued	accounting	pronouncements	and	their	impact	or	future	potential	impact	on	our	financial	results,	if determinable.

# Item	7A.				Quantitative	and	Qualitative	Disclosures	About	Market	Risk.

								We	are	exposed	to	potential	fluctuations	in	earnings,	cash	flows,	and	the	fair	value	of	certain	of	our	assets	and	liabilities	due	to	changes	in	interest	rates	and	foreign exchange	rates.	To	manage	the	risk	from	these	exposures,	we	enter	into	a	variety	of	derivative	instruments.	We	do	not	enter	into	derivatives	or	financial	instruments	for trading	purposes.

								The	following	discussion	describes	our	specific	exposures	and	the	strategies	we	use	to	manage	these	risks.	See	Note	2	"Summary	of	Significant	Accounting Principles	and	Practices"	of	the	Notes	to	Consolidated	Financial	Statements	for	a	discussion	of	our	accounting	policies	for	financial	instruments	and	derivatives.

								We	are	subject	to	foreign	exchange	rate	risk	from	translating	the	financial	statements	of	our	foreign	subsidiaries	into	U.S.	dollars.	Our	primary	exposures	are	to	the Euro,	British	Pound,	the	Canadian	Dollar	and	the	Australian	Dollar.	We	use	over-the-counter	("OTC")	options	and	forward	contracts	to	reduce	the	impact	of	foreign currency	fluctuations	on	the	translation	of	our	foreign	operations'	financial	statements.

								Additionally,	some	of	our	foreign	brokerage	subsidiaries	receive	revenues	in	currencies	that	differ	from	their	functional	currencies.	Our	U.K.	subsidiary	earned approximately	44%	of	its	2010	revenue	in	U.S.	dollars	and	8%	of	its	revenue	in	Euros,	but	most	of	its	expenses	are	incurred	in	Pounds	Sterling.	Our	policy	is	to	convert into	Pounds	Sterling	sufficient	U.S.	Dollar	and	Euro	revenue	to	fund	the	subsidiary's	Pound	Sterling	expenses	using	OTC	options	and	forward	exchange	contracts.	At December	31,	2010,	we	have	hedged	41%	and	74%	of	our	U.K.	subsidiaries'	expected	U.S.	Dollar	transaction	exposure	for	the	years	ending	December	31,	2011	and 2012,	respectively.	In	addition,	we	have	hedged	80%	and	65%	of	our	U.K.	subsidiaries'	expected	Euro	transaction	exposures	for	the	same	time	periods.	We	do	not generally	hedge	exposures	beyond	three	years.

								We	also	use	forward	contracts	to	offset	foreign	exchange	risk	associated	with	foreign	denominated	inter-company	notes.

								The	potential	loss	in	future	earnings	from	market	risk	sensitive	instruments	resulting	from	a	hypothetical	10%	adverse	change	in	year-end	exchange	rates	would	be $49	million	and	$40	million	at	December	31,	2011	and	2012,	respectively.

								Our	businesses'	income	is	affected	by	changes	in	international	and	domestic	short-term	interest	rates.	We	monitor	our	net	exposure	to	short-term	interest	rates	and as	appropriate,	hedge	our	exposure	with	various	derivative	financial	instruments.	This	activity	primarily	relates	to	brokerage	funds	held	on	behalf	of	clients	in	the	U.S. and	on	the	continent	of	Europe.	A	hypothetical,	instantaneous	parallel	decrease	in	the	year-end	yield	curve	of	100	basis	points	would	cause	a	decrease,	net	of	derivative positions,	of	$32	million	and	$44	million	to	2011	and	2012	pretax	income,	respectively.	A	corresponding	increase	in	the	year-end	yield	curve	of	100	basis	points	would cause	an	increase,	net	of	derivative	positions,	of	$38	million	and	$42	million	to	2011	and	2012	pretax	income,	respectively.

								We	have	long-term	debt	outstanding	with	a	fair	market	value	of	$4.2	billion	and	$2.1	billion	at	December	31,	2010	and	2009,	respectively.	This	fair	value	was greater	than	the	carrying	value	by	$158	million	at	December	31,	2010,	and	$88	million	greater	than	the	carrying	value	at	December	31,	2009.	A	hypothetical	1% increase	or	decrease	in	interest	rates	would	change	the	fair	value	by	approximately	5%	at	both	December	31,	2010	and	2009.

								We	have	selected	hypothetical	changes	in	foreign	currency	exchange	rates,	interest	rates,	and	equity	market	prices	to	illustrate	the	possible	impact	of	these	changes; we	are	not	predicting	market	events.	We	believe	these	changes	in	rates	and	prices	are	reasonably	possible	within	a	one-year	period.

# Item	8.				Financial	Statements	and	Supplementary	Data.

# Report	of	Independent	Registered	Public	Accounting	Firm

# Board	of	Directors	and	Stockholders

								We	have	audited	the	accompanying	consolidated	statements	of	financial	position	of	Aon	Corporation	as	of	December	31,	2010	and	2009,	and	the	related consolidated	statements	of	income,	stockholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2010.	These	financial	statements are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

								We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement.	An	audit	includes	examining,	on	a test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes	assessing	the	accounting	principles	used	and	significant estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

								In	our	opinion,	the	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	consolidated	financial	position	of	Aon	Corporation	at December	31,	2010	and	2009,	and	the	consolidated	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2010,	in conformity	with	U.S.	generally	accepted	accounting	principles.

								As	discussed	in	Notes	2	and	16	to	the	financial	statements,	in	2010	the	Company	changed	its	method	of	accounting	and	reporting	for	variable	interest	entities.

								We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	Aon	Corporation's	internal	control over	financial	reporting	as	of	December	31,	2010,	based	on	criteria	established	in	Internal	Control-Integrated	Framework	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	and	our	report	dated	February	25,	2011	expressed	an	unqualified	opinion	thereon.

# Consolidated	Statements	of	Income

| share	data) | Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |
| Commissions,\tfees\tand\tother |  | $8,457 | $7,521 | $7,357 |
| Fiduciary\tinvestment\tincome | Fiduciary\tinvestment\tincome | 55 | 74 | 171 |
| Total\trevenue | Total\trevenue | 8,512 | 7,595 | 7,528 |
| Expenses |  |  |  |  |
| Compensation\tand\tbenefits | Compensation\tand\tbenefits | 5,097 | 4,597 | 4,581 |
| Other\tgeneral\texpenses | Other\tgeneral\texpenses | 2,189 | 1,977 | 2,007 |
| Total\toperating\texpenses | Total\toperating\texpenses | 7,286 | 6,574 | 6,588 |
| Operating\tincome | Operating\tincome | 1,226 | 1,021 | 940 |
| Interest\tincome | Interest\tincome | 15 | 16 | 64 |
| Interest\texpense | Interest\texpense | (182) | (122) | (126) |
| Other\tincome | Other\tincome | — | 34 | 1 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 1,059 | 949 | 879 |
| Income\ttaxes | Income\ttaxes | 300 | 268 | 242 |
| Income\tfrom\tcontinuing\toperations | Income\tfrom\tcontinuing\toperations | 759 | 681 | 637 |
| (Loss)\tincome\tfrom\tdiscontinued\toperations\tbefore\tincome\ttaxes | (Loss)\tincome\tfrom\tdiscontinued\toperations\tbefore\tincome\ttaxes | (39) | 83 | 1,256 |
| Income\ttaxes\t(benefit) | Income\ttaxes\t(benefit) | (12) | (28) | 415 |
| (Loss)\tincome\tfrom\tdiscontinued\toperations | (Loss)\tincome\tfrom\tdiscontinued\toperations | (27) | 111 | 841 |
| Net\tincome |  | 732 | 792 | 1,478 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 26 | 45 | 16 |
| Net\tincome\tattributable\tto\tAon\tstockholders | Net\tincome\tattributable\tto\tAon\tstockholders | $706 | $747 | $1,462 |
| Net\tincome\tattributable\tto\tAon\tstockholders |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | Income\tfrom\tcontinuing\toperations | $733 | $636 | $621 |
| (Loss)\tincome\tfrom\tdiscontinued\toperations | (Loss)\tincome\tfrom\tdiscontinued\toperations | (27) | 111 | 841 |
| Net\tincome | Net\tincome | $706 | $747 | $1,462 |
| Basic\tnet\tincome\t(loss)\tper\tshare\tattributable\tto\tAon\tstockholders |  |  |  |  |
| Continuing\toperations | Continuing\toperations | $2.50 | $2.25 | $2.12 |
| Discontinued\toperations | Discontinued\toperations | (0.09) | 0.39 | 2.87 |
| Net\tincome | Net\tincome | $2.41 | $2.64 | $4.99 |
| Diluted\tnet\tincome\t(loss)\tper\tshare\tattributable\tto\tAon\tstockholders |  |  |  |  |
| Continuing\toperations | Continuing\toperations | $2.46 | $2.19 | $2.04 |
| Discontinued\toperations | Discontinued\toperations | (0.09) | 0.38 | 2.76 |
| Net\tincome | Net\tincome | $2.37 | $2.57 | $4.80 |
| Cash\tdividends\tper\tshare\tpaid\ton\tcommon\tstock | Cash\tdividends\tper\tshare\tpaid\ton\tcommon\tstock | $0.60 | $0.60 | $0.60 |
| Weighted\taverage\tcommon\tshares\toutstanding\t—\tbasic | Weighted\taverage\tcommon\tshares\toutstanding\t—\tbasic | 293.4 | 283.2 | 292.8 |
| Weighted\taverage\tcommon\tshares\toutstanding\t—\tdiluted | Weighted\taverage\tcommon\tshares\toutstanding\t—\tdiluted | 298.1 | 291.1 | 304.5 |

See	accompanying	notes	to	Consolidated	Financial	Statements.

# Consolidated	Statements	of	Financial	Position

| data) | As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
| ASSETS |  |  |  |
| CURRENT\tASSETS |  |  |  |
| Cash\tand\tcash\tequivalents | Cash\tand\tcash\tequivalents | $346 | $217 |
| Short-term\tinvestments | Short-term\tinvestments | 785 | 422 |
| Receivables,\tnet | Receivables,\tnet | 2,701 | 2,052 |
| Fiduciary\tassets | Fiduciary\tassets | 10,063 | 10,835 |
| Other\tcurrent\tassets | Other\tcurrent\tassets | 624 | 463 |
| Total\tCurrent\tAssets | Total\tCurrent\tAssets | 14,519 | 13,989 |
| Goodwill |  | 8,647 | 6,078 |
| Intangible\tassets,\tnet | Intangible\tassets,\tnet | 3,611 | 791 |
| Fixed\tassets,\tnet | Fixed\tassets,\tnet | 781 | 461 |
| Investments | Investments | 312 | 319 |
| Deferred\ttax\tassets | Deferred\ttax\tassets | 305 | 881 |
| Other\tnon-current\tassets | Other\tnon-current\tassets | 807 | 439 |
| TOTAL\tASSETS | TOTAL\tASSETS | $28,982 | $22,958 |
| LIABILITIES\tAND\tEQUITY |  |  |  |
| LIABILITIES |  |  |  |
| CURRENT\tLIABILITIES |  |  |  |
| Fiduciary\tliabilities | Fiduciary\tliabilities | $10,063 | $10,835 |
| Short-term\tdebt\tand\tcurrent\tportion\tof\tlong-term\tdebt | Short-term\tdebt\tand\tcurrent\tportion\tof\tlong-term\tdebt | 492 | 10 |
| Accounts\tpayable\tand\taccrued\tliabilities | Accounts\tpayable\tand\taccrued\tliabilities | 1,810 | 1,535 |
| Other\tcurrent\tliabilities | Other\tcurrent\tliabilities | 584 | 260 |
| Total\tCurrent\tLiabilities | Total\tCurrent\tLiabilities | 12,949 | 12,640 |
| Long-term\tdebt |  | 4,014 | 1,998 |
| Deferred\ttax\tliabilities | Deferred\ttax\tliabilities | 663 | 129 |
| Pension\tand\tother\tpost\temployment\tliabilities | Pension\tand\tother\tpost\temployment\tliabilities | 1,896 | 1,889 |
| Other\tnon-current\tliabilities | Other\tnon-current\tliabilities | 1,154 | 871 |
| TOTAL\tLIABILITIES | TOTAL\tLIABILITIES | 20,676 | 17,527 |
| EQUITY |  |  |  |
| Common\tstock\t—\t$1\tpar\tvalue |  |  |  |
| Authorized:\t750\tshares\t(issued:\t2010\t—\t385.9;\t2009\t—\t362.7) | Authorized:\t750\tshares\t(issued:\t2010\t—\t385.9;\t2009\t—\t362.7) | 386 | 363 |
| Additional\tpaid-in\tcapital |  | 4,000 | 3,215 |
| Retained\tearnings | Retained\tearnings | 7,861 | 7,335 |
|  |  | (2,079) | (3,859) |
| Accumulated\tother\tcomprehensive\tloss | Accumulated\tother\tcomprehensive\tloss | (1,917) | (1,675) |
| TOTAL\tAON\tSTOCKHOLDERS'\tEQUITY | TOTAL\tAON\tSTOCKHOLDERS'\tEQUITY | 8,251 | 5,379 |
| Noncontrolling\tinterest | Noncontrolling\tinterest | 55 | 52 |
| TOTAL\tEQUITY | TOTAL\tEQUITY | 8,306 | 5,431 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | TOTAL\tLIABILITIES\tAND\tEQUITY | $28,982 | $22,958 |

# Consolidated	Statements	of	Stockholders'	Equity

| (millions) | Shares | Common<br>Stock	and<br>Additional<br>Paid-in<br>Capital | Retained<br>Earnings | Treasury<br>Stock | Accumulated<br>Other<br>Comprehensive<br>Loss,<br>Net	of	Tax | Non-controlling<br>Interests | Total | Comprehensive<br>Income |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2008 | 361.3 | $3,425 | $5,607 | $(2,085) | $(726) | $40 | $6,261 | $1,162 |
| Net\tincome | — | — | 1,462 | — | — | 16 | 1,478 | $1,478 |
| Shares\tissued\t—\temployee\tbenefit\tplans | 0.4 | 247 | — | — | — | — | 247 | — |
| Shares\tpurchased | — | — | — | (1,924) | — | — | (1,924) | — |
| Shares\treissued\t—\temployee\tbenefit\tplans | — | (383) | (82) | 383 | — | — | (82) | — |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 45 | — | — | — | — | 45 | — |
| Stock\tcompensation\texpense | — | 248 | — | — | — | — | 248 | — |
| Dividends\tto\tstockholders | — | — | (171) | — | — | — | (171) | — |
| Change\tin\tnet\tderivative\tgains/losses | — | — | — | — | (37) | — | (37) | (37) |
| Change\tin\tnet\tunrealized\tinvestment\tgains/losses | — | — | — | — | (20) | — | (20) | (20) |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | — | (182) | (5) | (187) | (187) |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | — | (497) | — | (497) | (497) |
| Inclusion\tof\tBenfield's\tnoncontrolling\tinterests | — | — | — | — | — | 61 | 61 | — |
| Capital\tcontribution\tby\tnoncontrolling\tinterests | — | — | — | — | — | 2 | 2 | — |
| Dividends\tpaid\tto\tnoncontrolling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | — | (9) | (9) | — |
| Balance\tat\tDecember\t31,\t2008 | 361.7 | 3,582 | 6,816 | (3,626) | (1,462) | 105 | 5,415 | $737 |
| Net\tincome | — | — | 747 | — | — | 45 | 792 | $792 |
| Shares\tissued\t—\temployee\tbenefit\tplans | 1.0 | 119 | — | — | — | — | 119 | — |
| Shares\tpurchased | — | — | — | (590) | — | — | (590) | — |
| Shares\treissued\t—\temployee\tbenefit\tplans | — | (357) | (63) | 357 | — | — | (63) | — |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 25 | — | — | — | — | 25 | — |
| Stock\tcompensation\texpense | — | 209 | — | — | — | — | 209 | — |
| Dividends\tto\tstockholders | — | — | (165) | — | — | — | (165) | — |
| Change\tin\tnet\tderivative\tgains/losses | — | — | — | — | 13 | — | 13 | 13 |
| Change\tin\tnet\tunrealized\tinvestment\tgains/losses | — | — | — | — | (12) | — | (12) | (12) |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | — | 199 | 4 | 203 | 203 |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | — | (413) | — | (413) | (413) |
| Purchase\tof\tsubsidiary\tshares\tfrom\tnoncontrolling\tinterests | — | — | — | — | — | (3) | (3) | — |
| Capital\tcontribution\tby\tnoncontrolling\tinterests | — | — | — | — | — | 35 | 35 | — |
| Deconsolidation\tof\tnoncontrolling\tinterests | — | — | — | — | — | (102) | (102) | — |
| Dividends\tpaid\tto\tnoncontrolling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | — | (32) | (32) | — |
| Balance\tat\tDecember\t31,\t2009 | 362.7 | 3,578 | 7,335 | (3,859) | (1,675) | 52 | 5,431 | $583 |
| Adoption\tof\tnew\taccounting\tguidance | — | — | 44 | — | (44) | — | — | (44) |
| Balance\tat\tJanuary\t1,\t2010 | 362.7 | 3,578 | 7,379 | (3,859) | (1,719) | 52 | 5,431 | 539 |
| Net\tincome | — | — | 706 | — | — | 26 | 732 | $732 |
| Shares\tissued\t—\tHewitt\tacquisition | 61.0 | 2,474 | — | — | — | — | 2,474 | — |
| Shares\tissued\t—\temployee\tbenefit\tplans | 2.2 | 135 | — | — | — | — | 135 | — |
| Shares\tpurchased | — | — | — | (250) | — | — | (250) | — |
| Shares\treissued\t—\temployee\tbenefit\tplans | — | (370) | (49) | 370 | — | — | (49) | — |
| Shares\tretired | (40.0) | (1,660) | — | 1,660 | — | — | — | — |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 20 | — | — | — | — | 20 | — |
| Stock\tcompensation\texpense | — | 221 | — | — | — | — | 221 | — |
| Dividends\tto\tstockholders | — | — | (175) | — | — | — | (175) | — |
| Change\tin\tnet\tderivative\tgains/losses | — | — | — | — | (24) | — | (24) | (24) |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | — | (133) | (2) | (135) | (135) |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | — | (41) | — | (41) | (41) |
| Purchase\tof\tsubsidiary\tshares\tfrom\tnoncontrolling\tinterests | — | (12) | — | — | — | (3) | (15) | — |
| Capital\tcontribution\tby\tnoncontrolling\tinterests | — | — | — | — | — | 2 | 2 | — |
| Dividends\tpaid\tto\tnoncontrolling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | — | (20) | (20) | — |
| Balance\tat\tDecember\t31,\t2010 | 385.9 | $4,386 | $7,861 | $(2,079) | $(1,917) | $55 | $8,306 | $532 |

# Consolidated	Statements	of	Cash	Flows

| (millions) | Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING |  |  |  |  |
| ACTIVITIES |  |  |  |  |
| Net\tincome | Net\tincome | $732 | $792 | $1,478 |
| Adjustments\tto\treconcile\tnet\tincome\tto |  |  |  |  |
| cash\tprovided\tby\toperating\tactivities: |  |  |  |  |
| Loss\t(gain)\tfrom\tsales\tof\tbusinesses, |  |  |  |  |
| net |  | 43 | (91) | (1,208) |
| Depreciation\tof\tfixed\tassets | Depreciation\tof\tfixed\tassets | 151 | 149 | 157 |
| Amortization\tof\tintangible\tassets | Amortization\tof\tintangible\tassets | 154 | 93 | 65 |
| Stock\tcompensation\texpense | Stock\tcompensation\texpense | 221 | 209 | 248 |
| Deferred\tincome\ttaxes | Deferred\tincome\ttaxes | 76 | 138 | (139) |
| Change\tin\tassets\tand\tliabilities: |  |  |  |  |
| Change\tin\tfunds\theld\ton\tbehalf\tof |  |  |  |  |
| clients |  | 19 | (90) | 525 |
| Receivables,\tnet | Receivables,\tnet | (69) | (63) | (151) |
| Accounts\tpayable\tand\taccrued |  |  |  |  |
| liabilities |  | (280) | (54) | (11) |
| Restructuring\treserves | Restructuring\treserves | (64) | 67 | 62 |
| Current\tincome\ttaxes | Current\tincome\ttaxes | — | (105) | 55 |
| Pension\tand\tother\tpost\temployment |  |  |  |  |
| liabilities |  | (130) | (404) | (105) |
| Other\tassets\tand\tliabilities | Other\tassets\tand\tliabilities | (66) | (234) | (8) |
| CASH\tPROVIDED\tBY\nOPERATING\tACTIVITIES | CASH\tPROVIDED\tBY\nOPERATING\tACTIVITIES | 787 | 407 | 968 |
| CASH\tFLOWS\tFROM\tINVESTING |  |  |  |  |
| ACTIVITIES |  |  |  |  |
| Sales\tof\tlong-term\tinvestments | Sales\tof\tlong-term\tinvestments | 90 | 73 | 254 |
| Purchase\tof\tlong-term\tinvestments | Purchase\tof\tlong-term\tinvestments | (34) | (158) | (338) |
| Net\t(purchases)\tsales\tof\tshort-term |  |  |  |  |
| investments\t—\tnon-fiduciary | investments\t—\tnon-fiduciary | (337) | 259 | 392 |
| Net\t(purchases)\tsales\tof\tshort-term |  |  |  |  |
| investments\t—\tfunds\theld\ton\tbehalf\tof |  |  |  |  |
| clients |  | (19) | 90 | (525) |
| Acquisition\tof\tbusinesses,\tnet\tof\tcash |  |  |  |  |
| acquired |  | (2,048) | (274) | (1,096) |
| Proceeds\tfrom\tsale\tof\tbusinesses | Proceeds\tfrom\tsale\tof\tbusinesses | (30) | 11 | 2,820 |
| Capital\texpenditures | Capital\texpenditures | (180) | (140) | (103) |
| CASH\t(USED\tFOR)\tPROVIDED\nBY\tINVESTING\tACTIVITIES | CASH\t(USED\tFOR)\tPROVIDED\nBY\tINVESTING\tACTIVITIES | (2,558) | (139) | 1,404 |
| CASH\tFLOWS\tFROM\tFINANCING |  |  |  |  |
| ACTIVITIES |  |  |  |  |
| Purchase\tof\ttreasury\tstock | Purchase\tof\ttreasury\tstock | (250) | (590) | (1,924) |
| Issuance\tof\tstock\tfor\temployee\tbenefit |  |  |  |  |
| plans |  | 194 | 163 | 246 |
| Issuance\tof\tdebt | Issuance\tof\tdebt | 2,905 | 1,093 | 477 |
| Repayment\tof\tdebt | Repayment\tof\tdebt | (816) | (1,118) | (863) |
| Cash\tdividends\tto\tstockholders | Cash\tdividends\tto\tstockholders | (175) | (165) | (171) |
| Dividends\tpaid\tto\tnoncontrolling |  |  |  |  |
| interests |  | (20) | (32) | (9) |
| CASH\tPROVIDED\tBY\t(USED |  |  |  |  |
| FOR)\tFINANCING |  |  |  |  |
| ACTIVITIES |  | 1,838 | (649) | (2,244) |
| EFFECT\tOF\tEXCHANGE\tRATE |  |  |  |  |
| CHANGES\tON\tCASH\tAND\tCASH |  |  |  |  |
| EQUIVALENTS |  | 62 | 16 | (130) |
| NET\tINCREASE\t(DECREASE)\tIN |  |  |  |  |
| CASH\tAND\tCASH\tEQUIVALENTS | CASH\tAND\tCASH\tEQUIVALENTS | 129 | (365) | (2) |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT |  |  |  |  |
| BEGINNING\tOF\tYEAR | BEGINNING\tOF\tYEAR | 217 | 582 | 584 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\nEND\tOF\tYEAR | CASH\tAND\tCASH\tEQUIVALENTS\tAT\nEND\tOF\tYEAR | $346 | $217 | $582 |
| Supplemental\tdisclosures: |  |  |  |  |
| Interest\tpaid | Interest\tpaid | $158 | $103 | $125 |
| Income\ttaxes\tpaid,\tnet\tof\trefunds | Income\ttaxes\tpaid,\tnet\tof\trefunds | 192 | 182 | 696 |
| Non-cash\ttransactions: |  |  |  |  |
| Acquisition\tof\tHewitt,\tcommon\tstock |  |  |  |  |
| issued\tand\tstock\toptions\tassumed | issued\tand\tstock\toptions\tassumed | $2,474 | $— | $— |

# Notes	to	Consolidated	Financial	Statements

# 1.				Basis	of	Presentation

								The	accompanying	consolidated	financial	statements	have	been	prepared	in	accordance	with	U.S.	generally	accepted	accounting	principles	("U.S.	GAAP").	The consolidated	financial	statements	include	the	accounts	of	Aon	Corporation	and	its	majority-owned	subsidiaries	and	variable	interest	entities	("VIEs")	for	which	Aon	is considered	to	be	the	primary	beneficiary	("Aon"	or	the	"Company").	The	consolidated	financial	statements	exclude	special-purpose	entities	("SPEs")	considered	VIEs for	which	Aon	is	not	the	primary	beneficiary.	All	material	intercompany	accounts	and	transactions	have	been	eliminated.

								In	2010,	the	Company	renamed	its	operating	segments,	with	the	Risk	and	Insurance	Brokerage	Services	segment	now	being	called	Risk	Solutions	and	the Consulting	segment	now	being	called	HR	Solutions.

# Reclassifications	and	Change	in	Presentation

								Certain	amounts	in	prior	years'	consolidated	financial	statements	and	related	notes	have	been	reclassified	to	conform	to	the	2010	presentation.

								In	the	Consolidated	Statements	of	Income,	income	earned	on	certain	equity	method	investments	has	been	reclassified	from	Interest	income	to	Other	income	in	2009 and	2008.	Following	these	reclassifications,	Interest	income	decreased	by	$14	million	and	$30	million	in	2009	and	2008,	respectively,	and	Other	income	increased	by $14	million	and	$30	million	in	2009	and	2008,	respectively.

								Changes	in	the	presentation	of	the	Consolidated	Statements	of	Cash	Flows	for	2009	and	2008	were	made	to	provide	greater	transparency	into	certain	operating, investing	and	financing	activities	as	follows:

•Depreciation	and	amortization	were	shown	as	a	combined	amount	in	the	2009	and	2008	presentation,	but	are	now	shown	separately	in	the	current presentation.

•All	Treasury	stock	transactions	were	previously	combined	in	a	single	line	in	the	2009	and	2008	presentation.	The	current	presentation	separately	discloses the	purchase	of	treasury	stock	and	the	issuance	of	stock,	either	new	shares	or	from	treasury	shares,	for	employee	benefit	plans.

•The	issuance	of	debt	and	repayment	of	debt	are	now	each	presented	separately,	regardless	of	whether	the	debt	was	long-term	or	short-term	in	duration. The	prior	years'	presentation	combined	short-term	debt	issuances	and	repayments	with	long-term	debt	repayments	as	a	single	amount	labeled "Repayment	of	debt".	Issuance	of	long-term	debt	was	shown	separately.

•The	dividends	paid	to	non-controlling	interests	are	now	shown	separately	within	financing	activities.	These	amounts	were	included	in	operating	activities in	the	prior	years'	presentation.

# Use	of	Estimates

								The	preparation	of	the	accompanying	consolidated	financial	statements	in	conformity	with	U.S.	GAAP	requires	management	to	make	estimates	and	assumptions that	affect	the	reported	amounts	of	assets	and	liabilities,	disclosures	of	contingent	assets	and	liabilities	at	the	date	of	the	financial	statements,	and	the	reported	amounts	of reserves	and	expenses.	These	estimates	and	assumptions	are	based	on	management's	best	estimates	and	judgments.	Management	evaluates	its	estimates	and	assumptions on	an	ongoing	basis	using	historical	experience	and	other	factors,	including	the	current	economic	environment,	which	management	believes	to	be	reasonable	under	the circumstances.	Aon	adjusts	such	estimates	and	assumptions	when	facts	and	circumstances	dictate.	Illiquid	credit	markets,

volatile	equity	markets,	and	foreign	currency	movements	have	combined	to	increase	the	uncertainty	inherent	in	such	estimates	and	assumptions.	As	future	events	and their	effects	cannot	be	determined	with	precision,	actual	results	could	differ	significantly	from	these	estimates.	Changes	in	estimates	resulting	from	continuing	changes in	the	economic	environment	will	be	reflected	in	the	financial	statements	in	future	periods.

# 2.				Summary	of	Significant	Accounting	Principles	and	Practices

# Revenue	Recognition

								Risk	Solutions	segment	revenues	include	insurance	commissions	and	fees	for	services	rendered	and	investment	income	on	funds	held	on	behalf	of	clients.	Revenues are	recognized	when	they	are	realized	or	realizable.	The	Company	considers	revenues	to	be	realized	or	realizable	when	there	is	persuasive	evidence	of	an	arrangement with	a	client,	there	is	a	fixed	and	determinable	price,	services	have	been	rendered,	and	collectability	is	reasonably	assured.	For	brokerage	commissions,	revenue	is typically	considered	to	be	realized	or	realizable	at	the	completion	of	the	placement	process,	which	generally	occurs	at	the	later	of	the	effective	date	of	the	policy	or	when the	client	is	billed.	Commission	revenues	are	recorded	net	of	allowances	for	estimated	policy	cancellations,	which	are	determined	based	on	an	evaluation	of	historical and	current	cancellation	data.	Commissions	on	premiums	billed	directly	by	insurance	carriers	are	recognized	as	revenue	when	the	Company	has	sufficient	information	to determine	the	amount	that	it	is	owed,	which	may	not	occur	until	cash	is	received	from	the	insurance	carrier.	In	instances	when	commissions	relate	to	policy	premiums that	are	billed	in	installments,	revenue	is	recognized	when	the	Company	has	sufficient	information	to	determine	the	appropriate	billing	and	the	associated	commission. Fees	for	services	provided	to	clients	are	recognized	ratably	over	the	period	that	the	services	are	rendered.

								HR	Solutions	segment	revenues	consist	primarily	of	fees	paid	by	clients	for	consulting	advice	and	outsourcing	contracts.	Fees	paid	by	clients	for	consulting	services are	typically	charged	on	an	hourly,	project	or	fixed	fee	basis.	Revenues	from	time-and-materials	or	cost-plus	arrangements	are	recognized	as	services	are	performed, which	is	measured	by	the	amount	of	time	incurred.	Revenues	from	fixed-fee	contracts	are	recognized	ratably	over	the	term	of	the	contract.	Reimbursements	received	for out-of-pocket	expenses	are	recorded	as	a	component	of	revenues.	The	Company's	outsourcing	contracts	typically	have	three-to-five	year	terms	for	benefits	services	and five-to-ten	year	terms	for	human	resources	business	process	outsourcing	("HR	BPO")	services.	The	Company	recognizes	revenues	as	services	are	performed.	The Company	also	receives	implementation	fees	from	clients	either	up-front	or	over	the	ongoing	services	period	as	a	component	of	the	fee	per	participant.	Lump	sum implementation	fees	received	from	a	client	are	initially	deferred	and	then	recognized	as	revenue	evenly	over	the	ongoing	contract	services	period.	If	a	client	terminates an	outsourcing	services	arrangement	prior	to	the	end	of	the	contract,	a	loss	on	the	contract	may	be	recorded,	if	necessary,	and	any	remaining	deferred	implementation revenues	would	then	be	recognized	into	earnings	over	the	remaining	service	period	through	the	termination	date.	Services	provided	outside	the	scope	of	the	Company's outsourcing	contracts	are	recognized	on	a	time-and-material	or	fixed-fee	basis.

								In	connection	with	the	Company's	long-term	outsourcing	service	agreements,	implementation	efforts	are	often	necessary	to	set	up	clients	and	their	human	resource or	benefit	programs	on	the	Company's	systems	and	operating	processes.	For	outsourcing	services	sold	separately	or	accounted	for	as	a	separate	unit	of	accounting, specific,	incremental	and	direct	costs	of	implementation	incurred	prior	to	the	services	going	live	are	deferred	and	amortized	over	the	period	that	the	related	ongoing services	revenue	is	recognized.	Such	costs	may	include	internal	and	external	costs	for	coding	or	customizing	systems,	costs	for	conversion	of	client	data	and	costs	to negotiate	contract	terms.	For	outsourcing	services	that	are	accounted	for	as	a	combined	unit	of	accounting,	specific,	incremental	and	direct	costs	of	implementation,	as well	as	ongoing	service	delivery	costs	incurred	prior	to	revenue	recognition	commencing,	are	deferred	and	amortized	over	the	remaining	contract	services	period. Similar	to	the

treatment	of	implementation	fees,	in	the	event	that	a	client	terminates	an	outsourcing	service	agreement	prior	to	the	end	of	the	contract,	any	remaining	deferred implementation	costs	would	then	be	recognized	into	earnings	over	the	remaining	service	period	through	the	termination	date.

								Investment	income	is	recognized	as	it	is	earned.

# Stock	Compensation	Costs

								The	Company	recognizes	compensation	expense	for	all	share-based	payments	to	employees,	including	grants	of	employee	stock	options	and	restricted	stock	and restricted	stock	units	("RSUs"),	as	well	as	employee	stock	purchases	related	to	the	Employee	Stock	Purchase	Plan,	based	on	estimated	fair	value.	Stock-based compensation	expense	recognized	during	the	period	is	based	on	the	value	of	the	portion	of	stock-based	payment	awards	that	is	ultimately	expected	to	vest	during	the period,	based	on	the	achievement	of	service	or	performance	conditions.	Because	the	stock-based	compensation	expense	recognized	is	based	on	awards	ultimately expected	to	vest,	it	has	been	reduced	for	estimated	forfeitures.	Forfeitures	are	estimated	at	the	time	of	grant	and	revised,	if	necessary,	in	subsequent	periods	if	actual forfeitures	differ	from	those	estimates.

# Retirement	and	Other	Post-Employment	Benefits

								The	Company	records	annual	expenses	relating	to	its	pension	benefits	and	other	post-employment	benefit	plans	based	on	calculations	that	include	various	actuarial assumptions,	including	discount	rates,	assumed	asset	rates	of	return,	inflation	rates,	mortality	rates,	compensation	increases,	and	turnover	rates.	The	Company	reviews	its actuarial	assumptions	on	an	annual	basis	and	makes	modifications	to	these	assumptions	based	on	current	rates	and	trends.	The	effects	of	gains,	losses,	and	prior	service costs	and	credits	are	amortized	over	future	service	periods	or	future	estimated	lives	if	the	plans	are	frozen.	The	funded	status	of	each	plan,	calculated	as	the	fair	value	of plan	assets	less	the	accumulated	projected	benefit	obligation,	is	reflected	in	the	Company's	Consolidated	Statements	of	Financial	Position	using	a	December	31 measurement	date.

# Net	Income	per	Share

								Basic	net	income	per	share	is	computed	by	dividing	net	income	available	for	common	stockholders	by	the	weighted-average	number	of	common	shares outstanding,	including	participating	securities,	which	consist	of	unvested	stock	awards	with	non-forfeitable	rights	to	dividends.	Diluted	net	income	per	share	is	computed by	dividing	net	income	by	the	weighted-average	number	of	common	shares	outstanding,	plus	the	dilutive	effect	of	stock	options	and	awards.	The	diluted	earnings	per share	calculation	reflects	the	more	dilutive	effect	of	either	(1)	the	two-class	method	that	assumes	that	the	participating	securities	have	not	been	exercised,	or	(2)	the treasury	stock	method.	Certain	common	stock	equivalents,	related	primarily	to	options,	were	not	included	in	the	computation	of	diluted	income	per	share	because	their inclusion	would	have	been	antidilutive.	Aon	includes	in	its	diluted	net	income	per	share	computation,	the	impact	of	any	contingently	convertible	instruments	regardless of	whether	the	market	price	trigger	has	been	met.

# Cash	and	Cash	Equivalents

								Cash	and	cash	equivalents	include	cash	balances	and	all	highly	liquid	investments	with	initial	maturities	of	three	months	or	less.	Cash	and	cash	equivalents	included restricted	balances	of	$60	million	and	$85	million	at	December	31,	2010	and	2009,	respectively.

# Short-term	Investments

								Short-term	investments	include	certificates	of	deposit,	money	market	funds	and	highly	liquid	debt	instruments	purchased	with	initial	maturities	in	excess	of	three months	but	less	than	one	year	and	are	carried	at	amortized	cost,	which	approximates	fair	value.

# Fiduciary	Assets	and	Liabilities

								In	its	capacity	as	an	insurance	agent	and	broker,	Aon	collects	premiums	from	insureds	and,	after	deducting	its	commission,	remits	the	premiums	to	the	respective insurers.	Aon	also	collects	claims	or	refunds	from	insurers	on	behalf	of	insureds.	Uncollected	premiums	from	insureds	and	uncollected	claims	or	refunds	from	insurers are	recorded	as	Fiduciary	assets	in	the	Company's	Consolidated	Statements	of	Financial	Position.	Unremitted	insurance	premiums	and	claims	are	held	in	a	fiduciary capacity.	The	obligation	to	remit	these	funds	is	recorded	as	Fiduciary	liabilities	in	the	Company's	Consolidated	Statements	of	Financial	Position.	Some	of	the	Company's outsourcing	agreements	also	require	it	to	hold	funds	to	pay	certain	obligations	on	behalf	of	clients.	These	funds	are	also	recorded	as	Fiduciary	assets	with	the	related obligation	recorded	as	a	Fiduciary	liability	in	the	Company's	Consolidated	Statements	of	Financial	Position.

								Aon	maintained	premium	trust	balances	for	premiums	collected	from	insureds	but	not	yet	remitted	to	insurance	companies	of	$3.5	billion	and	$3.3	billion	at December	31,	2010	and	2009,	respectively.	These	funds	and	a	corresponding	liability	are	included	in	Fiduciary	assets	and	Fiduciary	liabilities,	respectively,	in	the accompanying	Consolidated	Statements	of	Financial	Position.

# Allowance	for	Doubtful	Accounts

								Aon's	policy	for	estimating	its	allowances	for	doubtful	accounts	with	respect	to	receivables	is	to	record	an	allowance	based	on	a	variety	of	factors,	including evaluation	of	historical	write-offs,	aging	of	balances	and	other	qualitative	and	quantitative	analyses.	Receivables	included	an	allowance	for	doubtful	accounts	of $102	million	and	$92	million	at	December	31,	2010	and	2009,	respectively.

# Fixed	Assets

								Property	and	equipment	is	stated	at	cost,	less	accumulated	depreciation.	Depreciation	is	generally	calculated	using	the	straight-line	method	over	estimated	useful lives.	Included	in	this	category	is	internal	use	software,	which	is	software	that	is	acquired,	internally	developed	or	modified	solely	to	meet	internal	needs,	with	no	plan	to market	externally.	Costs	related	to	directly	obtaining,	developing	or	upgrading	internal	use	software	are	capitalized	and	amortized	using	the	straight-line	method	over	a range	principally	between	3	to	10	years.

# Investments

# 								The	Company	accounts	for	investments	as	follows:

•Equity	method	investments	—	Aon	accounts	for	limited	partnership	and	other	investments	using	the	equity	method	of	accounting	if	Aon	has	the	ability	to exercise	significant	influence	over,	but	not	control	of,	an	investee.	Significant	influence	generally	represents	an	ownership	interest	between	20%	and 50%	of	the	voting	stock	of	the	investee,	although	for	limited	partnerships	this	could	be	as	low	as	3%,	depending	upon	facts	and	circumstances.	Under	the equity	method	of	accounting,	investments	are	initially	recorded	at	cost	and	are	subsequently	adjusted	for	additional	capital	contributions,	distributions, and	Aon's	proportionate	share	of	earnings	or	losses.

•Cost	method	investments	—	Investments	where	Aon	does	not	have	an	ownership	interest	of	greater	than	20%	or	the	ability	to	exert	significant	influence over	the	operations	of	the	investee	are	carried	at	cost.

•Fixed-maturity	securities	are	classified	as	available	for	sale	and	are	reported	at	fair	value	with	any	resulting	gain	or	loss	recorded	directly	to	stockholders' equity	as	a	component	of	Accumulated	other	comprehensive	income	or	loss,	net	of	deferred	income	taxes.	Interest	on	fixed-maturity	securities	is recorded	in	Interest	income	when	earned	and	is	adjusted	for	any	amortization	of	premium	or	accretion	of	discount.

								The	Company	assesses	any	declines	in	the	fair	value	of	investments	to	determine	whether	such	declines	are	other-than-temporary.	This	assessment	is	made considering	all	available	evidence,	including	changes	in	general	market	conditions,	specific	industry	and	individual	company	data,	the	length	of	time	and	the	extent	to which	the	fair	value	has	been	less	than	cost,	the	financial	condition	and	the	near-term	prospects	of	the	entity	issuing	the	security,	and	the	Company's	ability	and	intent	to hold	the	investment	until	recovery	of	its	cost	basis.	Other-than-temporary	impairments	of	investments	are	recorded	as	part	of	Other	income	in	the	Company's Consolidated	Statements	of	Income	in	the	period	in	which	the	determination	is	made.

# Goodwill	and	Intangible	Assets

								Goodwill	represents	the	excess	of	acquisition	cost	over	the	fair	value	of	the	net	assets	acquired.	Goodwill	is	allocated	to	various	reporting	units,	which	are	one reporting	level	below	the	operating	segment.	Upon	disposition	of	a	business	entity,	goodwill	is	allocated	to	the	disposed	entity	based	on	the	fair	value	of	that	entity compared	to	the	fair	value	of	the	reporting	unit	in	which	it	was	included.	Goodwill	is	not	amortized,	but	instead	is	tested	for	impairment	at	least	annually.	The	goodwill impairment	test	is	performed	at	the	reporting	unit	level	and	is	a	two-step	analysis.	First,	the	fair	value	of	each	reporting	unit	is	compared	to	its	book	value.	If	the	fair value	of	the	reporting	unit	is	less	than	its	book	value,	the	Company	performs	a	hypothetical	purchase	price	allocation	based	on	the	reporting	unit's	fair	value	to	determine the	fair	value	of	the	reporting	unit's	goodwill.	Fair	value	is	determined	using	a	combination	of	present	value	techniques	and	market	prices	of	comparable	businesses.

								Intangible	assets	include	customer	related	and	contract	based	assets	representing	primarily	client	relationships	and	non-compete	covenants,	trademarks,	and marketing	and	technology	related	assets.	These	intangible	assets,	with	the	exception	of	trademarks,	are	amortized	over	periods	ranging	from	1	to	13	years,	with	a weighted	average	original	life	of	10	years.	Trademarks	are	not	amortized	as	such	assets	have	been	determined	to	have	indefinite	useful	lives.	Similar	to	goodwill, trademarks	are	tested	at	least	annually	for	impairments	using	an	analysis	of	expected	future	cash	flows.	Interim	impairment	testing	may	be	performed	when	events	or changes	in	circumstances	indicate	that	the	carrying	amount	of	the	intangible	asset	may	not	be	recoverable.

# Derivatives

								All	derivative	instruments	are	recognized	in	the	Consolidated	Statements	of	Financial	Position	at	fair	value.	Where	the	Company	has	entered	into	master	netting agreements	with	counterparties,	the	derivative	positions	are	netted	by	counterparty	and	are	reported	accordingly	in	other	assets	or	other	liabilities.	Changes	in	the	fair value	of	derivative	instruments	are	recognized	immediately	in	earnings,	unless	the	derivative	is	designated	as	a	hedge	and	qualifies	for	hedge	accounting.

								The	Company	has	historically	acquired	the	following	derivative	instruments:	(i)	a	hedge	of	the	change	in	fair	value	of	a	recognized	asset	or	liability	or	firm commitment	("fair	value	hedge"),	(ii)	a	hedge	of	the	variability	in	cash	flows	from	a	recognized	variable-rate	asset	or	liability	or	forecasted	transaction	("cash	flow hedge"),	and	(iii)	a	hedge	of	the	net	investment	in	a	foreign	subsidiary	("net	investment	hedge").	Under	hedge	accounting,	recognition	of	derivative	gains	and	losses	can be	matched	in	the	same	period	with	that	of	the	hedged	exposure	and	thereby	minimize	earnings	volatility.

								In	order	for	a	derivative	to	qualify	for	hedge	accounting,	the	derivative	must	be	formally	designated	as	a	fair	value,	cash	flow,	or	a	net	investment	hedge	by documenting	the	relationship	between	the	derivative	and	the	hedged	item.	The	documentation	must	include	a	description	of	the	hedging	instrument,	the	hedged	item,	the risk	being	hedged,	Aon's	risk	management	objective	and	strategy	for	undertaking	the	hedge,	the	method	for	assessing	the	effectiveness	of	the	hedge,	and	the	method	for measuring	hedge	ineffectiveness.	Additionally,	the	hedge	relationship	must	be	expected	to	be	highly	effective	at	offsetting	changes	in	either	the	fair	value	or	cash	flows of	the	hedged	item	at	both	inception	of	the	hedge	and	on	an	ongoing	basis.	Aon	assesses	the	ongoing	effectiveness	of	its	hedges	and	measures	and	records	hedge ineffectiveness,	if	any,	at	the	end	of	each	quarter.

								Fair	value	hedges	are	marked-to-market	and	the	resulting	gain	or	loss	is	recognized	currently	in	earnings.	For	a	cash	flow	hedge	that	qualifies	for	hedge	accounting, the	effective	portion	of	the	change	in	fair	value	of	a	hedging	instrument	is	recognized	in	Other	Comprehensive	Income	("OCI")	and	subsequently	recognized	in	income when	the	hedged	item	affects	earnings.	The	ineffective	portion	of	the	change	in	fair	value	of	a	cash	flow	hedge	is	recognized	immediately	in	earnings.	For	a	net investment	hedge,	the	effective	portion	of	the	change	in	fair	value	of	the	hedging	instrument	is	recognized	in	OCI	as	part	of	the	cumulative	translation	adjustment,	while the	ineffective	portion	is	recognized	immediately	in	earnings.

								Changes	in	the	fair	value	of	a	derivative	that	is	not	designated	as	an	accounting	hedge	(known	as	an	"economic	hedge")	are	recorded	in	either	Interest	income	or Other	general	expenses	(depending	on	the	underlying	exposure)	in	the	Consolidated	Statements	of	Income.

								The	Company	discontinues	hedge	accounting	prospectively	when	(1)	the	derivative	expires	or	is	sold,	terminated,	or	exercised,	(2)	it	determines	that	the	derivative is	no	longer	effective	in	offsetting	changes	in	the	hedged	item's	fair	value	or	cash	flows,	(3)	a	hedged	forecasted	transaction	is	no	longer	probable	of	occurring	in	the	time period	described	in	the	hedge	documentation,	(4)	the	hedged	item	matures	or	is	sold,	or	(5)	management	elects	to	discontinue	hedge	accounting	voluntarily.

								When	hedge	accounting	is	discontinued	because	the	derivative	no	longer	qualifies	as	a	fair	value	hedge,	the	Company	continues	to	carry	the	derivative	in	the Consolidated	Statements	of	Financial	Position	at	its	fair	value,	recognizes	subsequent	changes	in	the	fair	value	of	the	derivative	in	the	Consolidated	Statements	of Income,	ceases	to	adjust	the	hedged	asset	or	liability	for	changes	in	its	fair	value,	and	amortizes	the	hedged	item's	cumulative	basis	adjustment	into	earnings	over	the remaining	life	of	the	hedged	item	using	a	method	that	approximates	the	level-yield	method.

								When	hedge	accounting	is	discontinued	because	the	derivative	no	longer	qualifies	as	a	cash	flow	hedge,	the	Company	continues	to	carry	the	derivative	in	the Consolidated	Statements	of	Financial	Position	at	its	fair	value,	recognizes	subsequent	changes	in	the	fair	value	of	the	derivative	in	the	Consolidated	Statements	of Income,	and	continues	to	defer	the	derivative	gain	or	loss	in	accumulated	OCI	until	the	hedged	forecasted	transaction	affects	earnings.	If	the	hedged	forecasted transaction	is	not	probable	of	occurring	in	the	time	period	described	in	the	hedge	documentation	or	within	a	two	month	period	of	time	thereafter,	the	deferred	derivative gain	or	loss	is	immediately	reflected	in	earnings.

# Foreign	Currency

								Certain	of	the	Company's	non-US	operations	use	their	respective	local	currency	as	their	functional	currency.	Those	operations	that	do	not	have	the	U.S.	dollar	as their	functional	currency	translate	assets	and	liabilities	at	the	current	rates	of	exchange	in	effect	at	the	balance	sheet	date	and	revenues	and	expenses	using	rates	that approximate	those	in	effect	during	the	period.	The	resulting	translation	adjustments	are	included	as	a	component	of	stockholders'	equity	in	Accumulated	other comprehensive	loss	in	the	Consolidated	Statements	of	Financial	Position.	For	those	operations	that	use	the	U.S.	dollar	as	their	functional	currency,	transactions denominated	in	the	local	currency	are	measured	in	U.S.	dollars	using	the	current	rates	of	exchange	for	monetary	assets	and	liabilities	and	historical	rates	of

exchange	for	nonmonetary	assets.	Gains	and	losses	from	the	remeasurement	of	monetary	assets	and	liabilities	are	included	in	Other	general	expenses	within	the Consolidated	Statements	of	Income.	The	effect	of	foreign	exchange	gains	and	losses	on	the	Consolidated	Statements	of	Income	was	a	loss	of	$18	million	and	$26	million in	2010	and	2009,	respectively,	and	a	gain	of	$18	million	in	2008.	Included	in	these	amounts	were	derivative	hedging	losses	of	$11	million,	$15	million	and	$36	million in	2010,	2009	and	2008,	respectively.

								Deferred	income	taxes	are	recognized	for	the	effect	of	temporary	differences	between	financial	reporting	and	tax	bases	of	assets	and	liabilities	and	are	measured using	the	enacted	marginal	tax	rates	and	laws	that	are	currently	in	effect.	The	effect	on	deferred	tax	assets	and	liabilities	from	a	change	in	tax	rates	is	recognized	in	the period	when	the	rate	change	is	enacted.

								Deferred	tax	assets	are	reduced	by	valuation	allowances	if,	based	on	the	consideration	of	all	available	evidence,	it	is	more	likely	than	not	that	some	portion	of	the deferred	tax	asset	will	not	be	realized.	Significant	weight	is	given	to	evidence	that	can	be	objectively	verified.	Deferred	tax	assets	are	realized	by	having	sufficient	future taxable	income	to	allow	the	related	tax	benefits	to	reduce	taxes	otherwise	payable.	The	sources	of	taxable	income	that	may	be	available	to	realize	the	benefit	of	deferred tax	assets	are	future	reversals	of	existing	taxable	temporary	differences,	future	taxable	income	exclusive	of	reversing	temporary	differences	and	carry-forwards,	taxable income	in	carry-back	years	and	tax	planning	strategies	that	are	both	prudent	and	feasible.

								The	Company	recognizes	the	effect	of	income	tax	positions	only	if	sustaining	those	positions	is	more	likely	than	not.	Changes	in	recognition	or	measurement	are reflected	in	the	period	in	which	a	change	in	judgment	occurs.	The	Company	records	penalties	and	interest	related	to	unrecognized	tax	benefits	in	Income	taxes	in	the Company's	Consolidated	Statements	of	Income.

# Changes	in	Accounting	Principles

								On	January	1,	2010,	the	Company	adopted	guidance	amending	current	principles	related	to	the	transfers	of	financial	assets	and	the	consolidation	of	VIEs.	This guidance	eliminates	the	concept	of	a	qualifying	special-purpose	entity	("QSPE")	and	the	related	exception	for	applying	consolidation	guidance,	creates	more	stringent conditions	for	reporting	the	transfer	of	a	portion	of	a	financial	asset	as	a	sale,	clarifies	other	sale-accounting	criteria,	and	changes	the	initial	measurement	of	a	transferor's interest	in	transferred	financial	assets.	Consequently,	former	QSPEs	are	evaluated	for	consolidation	based	on	the	updated	VIE	guidance.	In	addition,	the	new	guidance requires	companies	to	take	a	qualitative	approach	in	determining	a	VIE's	primary	beneficiary	and	requires	companies	to	more	frequently	reassess	whether	they	must consolidate	VIEs.	Additional	year-end	and	interim	period	disclosures	are	also	required	outlining	a	company's	involvement	with	VIEs	and	any	significant	change	in	risk exposure	due	to	that	involvement,	as	well	as	how	its	involvement	with	VIEs	impacts	the	Company's	financial	statements.	See	Note	16	"Variable	Interest	Entities" regarding	the	consolidation	of	Private	Equity	Partnership	Structures	I,	LLC	("PEPS	I").

# Fair	Value

								On	January	1,	2010,	the	Company	adopted	guidance	requiring	additional	disclosures	regarding	fair	value	measurements.	The	amended	guidance	requires	entities	to disclose	additional	information	regarding	assets	and	liabilities	that	are	transferred	between	levels	of	the	fair	value	hierarchy.	This	guidance	also	clarifies	existing guidance	pertaining	to	the	level	of	disaggregation	at	which	fair	value	disclosures	should	be	made	and	the	requirements	to	disclose	information	about	the	valuation techniques	and	inputs	used	in	estimating	Level	2	and	Level	3	fair	value	measurements.	See	Note	17

"Fair	Value	and	Financial	Instruments"	for	these	disclosures.	The	guidance	also	requires	entities	to	disclose	information	in	the	Level	3	rollforward	about	purchases, sales,	issuances	and	settlements	on	a	gross	basis.	Aon	will	make	the	required	disclosures	beginning	with	its	report	covering	the	first	quarter	of	2011	when	this	part	of	the guidance	becomes	effective.

								In	September	2009,	the	Financial	Accounting	Standards	Board	("FASB")	issued	guidance	updating	current	principles	related	to	revenue	recognition	when	there	are multiple-element	arrangements.	This	revised	guidance	relates	to	the	determination	of	when	the	individual	deliverables	included	in	a	multiple-element	arrangement	may be	treated	as	separate	units	of	accounting	and	modifies	the	manner	in	which	the	transaction	consideration	is	allocated	across	the	separately	identifiable	deliverables.	The guidance	also	expands	the	disclosures	required	for	multiple-element	revenue	arrangements.	The	Company	early	adopted	this	guidance	in	the	fourth	quarter	2010	and applied	its	requirements	to	all	revenue	arrangements	entered	into	or	materially	modified	after	January	1,	2010.	The	adoption	of	this	guidance	did	not	have	a	material impact	on	the	Company's	Consolidated	Financial	Statements.

# Business	Combinations	and	Noncontrolling	Interests

								On	January	1,	2009,	the	Company	adopted	revised	principles	related	to	business	combinations	and	noncontrolling	interests.	The	revised	principle	on	business combinations	applies	to	all	transactions	or	other	events	in	which	an	entity	obtains	control	over	one	or	more	businesses.	It	requires	an	acquirer	to	recognize	the	assets acquired,	the	liabilities	assumed,	and	any	noncontrolling	interest	in	the	acquiree	at	the	acquisition	date,	measured	at	their	fair	values	as	of	that	date.	Business combinations	achieved	in	stages	require	recognition	of	the	identifiable	assets	and	liabilities,	as	well	as	the	noncontrolling	interest	in	the	acquiree,	at	the	full	amounts	of their	fair	values	when	control	is	obtained.	This	revision	also	changes	the	requirements	for	recognizing	assets	acquired	and	liabilities	assumed	arising	from	contingencies, and	requires	direct	acquisition	costs	to	be	expensed.	In	addition,	it	provides	certain	changes	to	income	tax	accounting	for	business	combinations	which	apply	to	both	new and	previously	existing	business	combinations.	In	April	2009,	additional	guidance	was	issued	which	revised	certain	business	combination	guidance	related	to	accounting for	contingent	liabilities	assumed	in	a	business	combination.	The	Company	has	adopted	this	guidance	in	conjunction	with	the	adoption	of	the	revised	principles	related	to business	combinations.

								The	revised	principle	related	to	noncontrolling	interests	establishes	accounting	and	reporting	standards	for	the	noncontrolling	interests	in	a	subsidiary	and	for	the deconsolidation	of	a	subsidiary.	The	revised	principle	clarifies	that	a	noncontrolling	interest	in	a	subsidiary	is	an	ownership	interest	in	the	consolidated	entity	that	should be	reported	as	a	separate	component	of	equity	in	the	Consolidated	Statements	of	Financial	Position.	The	revised	principle	requires	retrospective	adjustments,	for	all periods	presented,	of	stockholders'	equity	and	net	income	for	noncontrolling	interests.	In	addition	to	these	financial	reporting	changes,	the	revised	principle	provides	for significant	changes	in	accounting	related	to	changes	in	ownership	of	noncontrolling	interests.	Changes	in	Aon's	controlling	financial	interests	in	consolidated subsidiaries	that	do	not	result	in	a	loss	of	control	are	accounted	for	as	equity	transactions	similar	to	treasury	stock	transactions.	If	a	change	in	ownership	of	a	consolidated subsidiary	results	in	a	loss	of	control	and	deconsolidation,	any	retained	ownership	interests	are	remeasured	at	fair	value	with	the	gain	or	loss	reported	in	net	income.	In previous	periods,	noncontrolling	interests	for	operating	subsidiaries	were	reported	in	Other	general	expenses	in	the	Consolidated	Statements	of	Income.	Prior	period amounts	have	been	restated	to	conform	to	the	current	year's	presentation.

								The	revised	principle	also	requires	that	net	income	be	adjusted	to	include	the	net	income	attributable	to	the	noncontrolling	interests	and	a	new	separate	caption	for net	income	attributable	to	Aon	stockholders	be	presented	in	the	Consolidated	Statements	of	Income.	The	adoption	of	this	new

guidance	increased	net	income	by	$16	million	for	2008.	Net	income	attributable	to	Aon	stockholders	equals	net	income	as	previously	reported	prior	to	the	adoption	of the	guidance.

# Participating	Securities

								Effective	January	1,	2009,	the	Company	adopted	guidance	which	states	that	unvested	share-based	payment	awards	that	contain	non-forfeitable	rights	to	dividends or	dividend	equivalents,	whether	paid	or	unpaid,	are	participating	securities,	as	defined,	and	therefore	should	be	included	in	computing	basic	and	diluted	earnings	per share	using	the	two	class	method.	Certain	of	Aon's	restricted	stock	awards	allow	the	holder	to	receive	a	non-forfeitable	dividend	equivalent.

								Income	from	continuing	operations,	income	from	discontinued	operations	and	net	income,	attributable	to	participating	securities,	were	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations | $15 | $15 | $15 |
| Income\tfrom\tdiscontinued\toperations | — | 3 | 21 |
| Net\tincome | $15 | $18 | $36 |

								Weighted	average	shares	outstanding	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Shares\tfor\tbasic\tearnings\tper\tshare\t(1) | 293.4 | 283.2 | 292.8 |
| Common\tstock\tequivalents | 4.7 | 7.9 | 11.7 |
| Shares\tfor\tdiluted\tearnings\tper\tshare | 298.1 | 291.1 | 304.5 |

								Certain	common	stock	equivalents	primarily	related	to	options	were	not	included	in	the	computation	of	diluted	net	income	per	share	because	their	inclusion	would have	been	antidilutive.	The	number	of	shares	excluded	from	the	calculation	was	5	million	in	2010	and	2009,	and	3	million	in	2008.

# Pensions	and	Other	Postretirement	Benefits

								In	December	2008,	the	FASB	issued	an	amendment	to	current	principles	regarding	employers'	disclosures	about	pensions	and	other	postretirement	benefits.	These changes	provide	guidance	as	to	an	employer's	disclosures	about	plan	assets	of	a	defined	benefit	pension	or	other	postretirement	benefit	plan.	This	amendment	requires pension	and	other	postretirement	benefit	plan	disclosures	be	expanded	to	include	investment	allocation	decisions,	the	fair	value	of	each	major	category	of	plan	assets based	on	the	nature	and	risks	of	assets	in	the	plans,	and	inputs	and	valuation	techniques	used	to	develop	fair	value	measurements	of	plan	assets.	See	Note	13	"Employee Benefits"	for	these	disclosures.

# Property	and	Casualty	Operations

								In	January	2009,	the	Company	signed	a	definitive	agreement	to	sell	FFG	Insurance	Company	("FFG"),	Atlanta	International	Insurance	Company	("AIIC")	and Citadel	Insurance	Company	("Citadel")	(together	the	"P&C	operations").	FFG	and	Citadel	were	property	and	casualty	insurance	operations	that	were	in	runoff.	AIIC	was a	property	and	casualty	insurance	operation	that	was	previously	reported	in	discontinued	operations.	The	sale	was	completed	in	August	2009.	A	pretax	loss	totaling $196	million	was	recognized,	of	which	$5	million	was	recorded	in	2009	and	$191	million	in	2008.	As	part	of	the	sale,	the	purchaser	also	assumed	an	indemnification	in respect	to	certain	reinsured	property	and	casualty	balances.	The	fair	value	of	this	indemnification	was	$9	million	at	December	31,	2008.

# AIS	Management	Corporation

								In	2008,	Aon	reached	a	definitive	agreement	to	sell	AIS	Management	Corporation	("AIS"),	which	was	previously	included	in	the	Risk	Solutions	segment,	to Mercury	General	Corporation,	for	$120	million	in	cash	at	closing,	plus	a	potential	earn-out	of	up	to	$35	million	payable	over	the	two	years	following	the	completion	of the	agreement.	The	disposition	was	completed	in	January	2009	and	resulted	in	a	pretax	gain	of	$86	million.	The	earn-out	targets	have	not	been	met	and	therefore,	Aon will	not	receive	any	of	the	potential	earn-out	payment.

# Accident,	Life	&	Health	Operations

								In	April	2008,	the	Company	sold	its	Combined	Insurance	Company	of	America	("CICA")	subsidiary	to	ACE	Limited	and	its	Sterling	Life	Insurance	Company ("Sterling")	subsidiary	to	Munich	Re	Group.	After	final	adjustments,	Aon	received	$2.525	billion	in	cash	for	CICA	and	$341	million	in	cash	for	Sterling.	Additionally, CICA	paid	a	$325	million	dividend	to	Aon	before	the	sale	transaction	was	completed.	A	pretax	gain	of	$1.4	billion	was	recognized	on	the	sale	of	these	businesses,	which included	the	reversal	of	the	cumulative	translation	adjustment	account	(related	to	selling	CICA's	foreign	entities)	of	$134	million.	In	2009,	the	Company	recognized	a $55	million	foreign	tax	carryback	related	to	the	sale	of	CICA.

								The	operating	results	of	all	these	businesses	are	classified	as	discontinued	operations	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Revenues: |  |  |  |
| CICA\tand\tSterling | $— | $— | $677 |
| AIS | — | — | 92 |
| P&amp;C\tOperations | — | — | 6 |
| Total\trevenues | $— | $— | $775 |
| Income\t(loss)\tbefore\tincome\ttaxes: |  |  |  |
| Operations: |  |  |  |
| CICA\tand\tSterling | $— | $— | $66 |
| AIS | — | — | (10) |
| P&amp;C\tOperations | — | 5 | — |
|  | — | 5 | 56 |
| (Loss)\tgain\ton\tsale: |  |  |  |
| CICA\tand\tSterling | — | 12 | 1,403 |
| AIS | — | 86 | — |
| P&amp;C\tOperations | 4 | (5) | (191) |
| Other | (43) | (15) | (12) |
|  | (39) | 78 | 1,200 |
| Total\tpretax\t(loss)\tgain | $(39) | $83 | $1,256 |
| Net\t(loss)\tincome: |  |  |  |
| Operations | $— | $3 | $30 |
| (Loss)\tgain\ton\tsale | (27) | 108 | 811 |
| Total | $(27) | $111 | $841 |

								(Loss)	gain	on	sale	—	Other	for	2010	includes	predominately	$38	million	of	expense	for	the	settlement	of	legacy	litigation	related	to	the	Buckner	vs.	Resource	Life matter,	which	is	discussed	further	in	Note	18	"Commitments	and	Contingencies".

# 4.				Other	Financial	Data

# Statements	of	Income	Information

								Other	income	consists	of	the	following	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Equity\tearnings | $18 | $18 | $38 |
| Realized\t(loss)\tgain\ton\tsale\tof\tinvestments | (2) | (1) | 1 |
| Benfield\ttransaction\t—\thedging\tlosses | — | — | (50) |
| (Loss)\tgain\ton\tdisposal\tof\tbusinesses | (4) | 13 | 8 |
| (Loss)\tgain\ton\textinguishment\tof\tdebt | (8) | 5 | — |
| Other | (4) | (1) | 4 |
|  | $— | $34 | $1 |

# Statements	of	Financial	Position	Information

# Fixed	Assets,	net

								The	components	of	Fixed	assets,	net	are	as	follows	(in	millions):

| As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Software | $662 | $514 |
| Leasehold\timprovements | 436 | 366 |
| Furniture,\tfixtures\tand\tequipment | 342 | 258 |
| Computer\tequipment | 245 | 225 |
| Land\tand\tbuildings | 108 | 78 |
| Automobiles\tand\taircraft | 39 | 40 |
| Construction\tin\tprogress | 45 | 8 |
|  | 1,877 | 1,489 |
| Less:\tAccumulated\tdepreciation | 1,096 | 1,028 |
| Fixed\tassets,\tnet | $781 | $461 |

# 5.				Acquisitions	and	Dispositions

								In	2010,	the	Company	completed	the	acquisitions	of	Hewitt	Associates,	Inc.	("Hewitt"),	and	the	JP	Morgan	Compensation	and	Benefit	Strategies	Division	of JP	Morgan	Retirement	Plan	Services,	LLC,	both	of	which	are	included	in	the	HR	Solutions	segment,	as	well	as	other	companies,	which	are	included	in	the	Risk Solutions	segment.

								The	aggregate	consideration	transferred	and	the	preliminary	value	of	intangible	assets	recorded	as	a	result	of	the	Company's	acquisitions	are	as	follows	(in millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Consideration\ttransferred: |  |  |  |
| Hewitt | $4,932 | $—\t $— | $—\t $— |
| Benfield | — | — | 1,313 |
| Other\tacquisitions | 157 | 274 | 105 |
| Total | $5,089 | $274 | $1,418 |
| Intangible\tassets: |  |  |  |
| Goodwill: |  |  |  |
| Hewitt | $2,715 | $—\t $— | $—\t $— |
| Benfield | — | — | 1,064 |
| Other\tacquisitions | 59 | 185 | 28 |
| Other\tintangible\tassets: |  |  |  |
| Hewitt | 2,905 | — | — |
| Benfield | — | — | 583 |
| Other\tacquisitions | 78 | 73 | 84 |
| Total | $5,757 | $258 | $1,759 |

								Approximately	$42	million	of	future	payments	relating	primarily	to	earnouts	is	included	in	the	2010	total	consideration.	These	amounts	are	recorded	in	Other current	liabilities	and	Other	non-current	liabilities	in	the	Consolidated	Statements	of	Financial	Position.

								In	2009,	the	Company	completed	the	acquisitions	of	Allied	North	America,	FCC	Global	Insurance	Services	and	Carpenter	Moore	Insurance	Services	which	are included	in	the	Risk	Solutions	segment.

								The	results	of	operations	of	these	acquisitions	are	included	in	the	Consolidated	Statements	of	Financial	Position	from	the	dates	they	were	acquired.	These acquisitions,	excluding	Hewitt,	would	not	produce	a	materially	different	result	if	they	had	been	reported	from	the	beginning	of	the	period	in	which	they	were	acquired.

# Hewitt	Associates,	Inc.

								On	October	1,	2010,	the	Company	completed	its	acquisition	of	Hewitt	(the	"Acquisition"),	one	of	the	world's	leading	human	resource	consulting	and	outsourcing companies.	Aon	purchased	all	of	the	outstanding	shares	of	Hewitt	common	stock	in	a	cash-and-stock	transaction	valued	at	$4.9	billion,	of	which	the	total	amount	of	cash paid	and	the	total	number	of	shares	of	stock	issued	by	Aon	each	represented	approximately	50%	of	the	aggregate	consideration.

								Hewitt	provides	leading	organizations	around	the	world	with	expert	human	resources	consulting	and	outsourcing	solutions	to	help	them	anticipate	and	solve	their most	complex	benefits,	talent,	and	related	financial	challenges.	Hewitt	works	with	companies	to	design,	implement,	communicate,	and	administer	a	wide	range	of human	resources,	retirement,	investment	management,	health	care,	compensation,	and	talent	management	strategies.	Hewitt	now	operates	globally	together	with	Aon's existing	consulting	and	outsourcing	operations	under	the	newly	created	Aon	Hewitt	brand.

								Under	the	terms	of	the	merger	agreement,	each	share	of	Class	A	common	stock,	par	value	$0.01	per	share,	of	Hewitt	("Hewitt	Common	Stock")	outstanding immediately	prior	to	the	acquisition	date	was	converted	into	the	right	to	receive,	at	the	election	of	each	of	the	holders	of	Hewitt	Common	Stock,	(i)	0.6362	of	a	share	of common	stock,	par	value	$1.00	per	share,	of	Aon	("Aon	Common	Stock")	and	$25.61	in	cash	(the	"Mixed	Consideration"),	(ii)	0.7494	shares	of	Aon	Common	Stock and	$21.19	in	cash	(the	"Stock	Electing	Consideration"),	or	(iii)	$50.46	in	cash	(the	"Cash	Electing	Consideration").	Pursuant	to	the	terms	of	the	merger	agreement,	the Cash	Electing	Consideration	and	the	Stock	Electing	Consideration	payable	in	the	Acquisition	were	calculated	based	on	the	closing	volume-weighted	average	price	of Aon	Common	Stock	on	the	New	York	Stock	Exchange	for	the	period	of	ten	consecutive	trading	days	ended	on	September	30,	2010,	which	was	$39.0545,	and	the	Stock Electing	Consideration	was	subject	to	automatic	proration	and	adjustment	to	ensure	that	the	total	amount	of	cash	paid	and	the	total	number	of	shares	of	Aon	Common Stock	issued	by	Aon	in	the	Acquisition	each	represented	approximately	50%	of	the	consideration,	taking	into	account	the	rollover	of	the	Hewitt	stock	options	as described	in	the	merger	agreement.

								The	final	consideration	transferred	to	acquire	all	of	Hewitt's	stock	is	as	follows:

# $	and	common	share	data	in	millions,	except	per	share	data

| $	and	common	share	data	in	millions,	except	per	share	data |  |  |
| :--- | :--- | :--- |
| Cash\tconsideration |  |  |
| Cash\telecting\tconsideration |  |  |
| Number\tof\tshares\tof\tHewitt\tcommon\tshares\toutstanding\telecting\tcash\tconsideration | 7.78 |  |
| Cash\tconsideration\tper\tcommon\tshare\toutstanding | $50.46 |  |
| Total\tcash\tpaid\tto\tHewitt\tshareholders\telecting\tcash\tconsideration | $393 |  |
| Mixed\tconsideration |  |  |
| Number\tof\tshares\tof\tHewitt\tcommon\tshares\toutstanding\telecting\tmixed\tconsideration\tor\tnot\tmaking\tan\telection | 44.52 |  |
| Cash\tconsideration\tper\tcommon\tshare\toutstanding | $25.61 |  |
| Total\tcash\tpaid\tto\tHewitt\tshareholders\telecting\tmixed\tconsideration\tor\tnot\tmaking\tan\telection | $1,140 |  |
| Stock\telecting\tconsideration |  |  |
| Number\tof\tshares\tof\tHewitt\tcommon\tshares\toutstanding\telecting\tstock\tconsideration | 43.67 |  |
| Cash\tconsideration\tper\tcommon\tshare\toutstanding | $21.19 |  |
| Total\tcash\tpaid\tto\tHewitt\tshareholders\telecting\tstock\tconsideration | $925 |  |
| Total\tcash\tconsideration |  | $2,458 |
| Stock\tconsideration |  |  |
| Stock\telecting\tconsideration |  |  |
| Number\tof\tshares\tof\tHewitt\tcommon\tshares\toutstanding\telecting\tstock\tconsideration | 43.67 |  |
| Exchange\tratio | 0.7494 |  |
| Aon\tshares\tissued\tto\tHewitt\tstockholders\telecting\tstock\tconsideration | 32.73 |  |
| Mixed\tconsideration |  |  |
| Number\tof\tshares\tof\tHewitt\tcommon\tshares\toutstanding\telecting\tmixed\tconsideration\tor\tnot\tmaking\tan\telection | 44.52 |  |
| Exchange\tratio | 0.6362 |  |
| Aon\tshares\tissued\tto\tHewitt\tshareholders\telecting\tmixed\tconsideration\tor\tnot\tmaking\tan\telection | 28.32 |  |
| Total\tAon\tcommon\tshares\tissued | 61.05 |  |
| Aon's\tclosing\tcommon\tshare\tprice\tas\tof\tOctober\t1,\t2010 | $39.28 |  |
| Total\tfair\tvalue\tof\tstock\tconsideration |  | $2,398 |
| Fair\tvalue\tof\tHewitt\tstock\toptions\tconverted\tto\toptions\tto\tacquire\tAon\tcommon\tstock |  | $76 |

								The	Company	incurred	certain	acquisition	and	integration	costs	associated	with	the	transaction	that	were	expensed	as	incurred	and	are	reflected	in	the	Consolidated Statements	of	Income.	The	Company	has	recorded	$54	million	of	these	Hewitt	related	costs	in	its	Consolidated	Statements	of	Income	of	which	$40	million	has	been included	in	Other	general	expenses	and	$14	million,	related	to	the	cancellation	of	the	bridge	loan,	has	been	included	in	Interest	expense.	The	Company's	HR	Solutions segment	has	recorded	$19	million	of	these	costs	with	the	remaining	expense	unallocated.

								The	Company	financed	the	Acquisition	with	the	proceeds	from	a	$1.0	billion	three-year	Term	Loan	Credit	Facility,	$1.5	billion	in	unsecured	notes,	and	the	issuance of	61	million	shares	of	Aon	common	stock.	In	addition,	as	part	of	the	consideration,	certain	outstanding	Hewitt	stock	options	were	converted	into	options	to	purchase 4.5	million	shares	of	Aon	common	stock.	These	items	are	detailed	further	in	Note	9	"Debt"	and	Note	12	"Stockholders'	Equity".

								The	transaction	has	been	accounted	for	using	the	acquisition	method	of	accounting	which	requires,	among	other	things,	that	most	assets	acquired	and	liabilities assumed	be	recognized	at	their	fair	values	as	of	the	acquisition	date.	The	following	table	summarizes	the	preliminary	amounts	recognized	for	assets	acquired	and liabilities	assumed	as	of	the	acquisition	date.	Certain	estimated	values	are	not	yet	finalized	(see	below)	and	are	subject	to	change,	which	could	be	significant.	The Company	will	finalize	the	amounts	recognized	as	information	necessary	to	complete	the	analyses	is	obtained.	The	Company	expects	to	finalize	these	amounts	as	soon	as possible	but	no	later	than	one	year	from	the	acquisition	date.

								The	following	table	summarizes	the	preliminary	values	of	assets	acquired	and	liabilities	assumed	as	of	the	acquisition	date	(in	millions):

| possible	but	no	later	than	one	year	from	the	acquisition	date. |  |
| :--- | :--- |
| \t\t\t\t\t\t\t\tThe\tfollowing\ttable\tsummarizes\tthe\tpreliminary\tvalues\tof\tassets\tacquired\tand\tliabilities\tassumed\tas\tof\tthe\tacquisition\tdate\t(in\tmillions): |  |
|  | Amounts\nrecorded\tas\tof\nthe\tacquisition\ndate |
| Working\tcapital\t(1) | $391 |
| Property,\tequipment,\tand\tcapitalized\tsoftware | 319 |
| Identifiable\tintangible\tassets: |  |
| Customer\trelationships | 1,800 |
| Trademarks | 890 |
| Technology | 215 |
| Other\tnoncurrent\tassets\t(2) | 344 |
| Long-term\tdebt | 346 |
| Other\tnoncurrent\tliabilities\t(3) | 361 |
| Net\tdeferred\ttax\tliability\t(4) | 1,035 |
| Net\tassets\tacquired | 2,217 |
| Goodwill | 2,715 |
| Total\tconsideration\ttransferred | $4,932 |

(1) Includes	cash	and	cash	equivalents,	short-term	investments,	client	receivables,	other	current	assets,	accounts	payable	and	other	current	liabilities.

(2) Includes	primarily	deferred	contract	costs	and	long-term	investments.

(3) Includes	primarily	unfavorable	lease	obligations	and	deferred	contract	revenues.

(4) Included	in	Other	current	assets	($31	million),	Deferred	tax	assets	($62	million),	Other	current	liabilities	($32	million)	and	Deferred	tax	liabilities	($1.1	billion) in	the	Company's	Consolidated	Statements	of	Financial	Position.

								The	acquired	customer	relationships	are	being	amortized	over	a	weighted	average	life	of	12	years.	The	technology	asset	is	being	amortized	over	7	years	and trademarks	have	been	determined	to	have	indefinite	useful	lives.

								Goodwill	is	calculated	as	the	excess	of	the	consideration	transferred	over	the	net	assets	acquired	and	represents	the	synergies	and	other	benefits	that	are	expected	to arise	from	combining	the	operations	of	Hewitt	with	the	operations	of	Aon,	and	the	future	economic	benefits	arising	from	other

assets	acquired	that	could	not	be	individually	identified	and	separately	recognized.	Goodwill	is	not	amortized	and	is	not	deductible	for	tax	purposes.

								The	recorded	amounts	are	preliminary	and	subject	to	change.	The	following	items	are	still	subject	to	change:

•Amounts	for	intangible	assets,	property,	equipment	and	capitalized	software	assets,	pending	finalization	of	valuation	efforts.

•Amounts	for	contingencies,	pending	the	finalization	of	the	Company's	assessment	of	the	portfolio	of	contingencies.

•Amounts	for	income	tax	assets,	receivables	and	liabilities	pending	the	filing	of	Hewitt's	pre-acquisition	tax	returns	and	the	receipt	of	information	from taxing	authorities	which	may	change	certain	estimates	and	assumptions	used.

•Amounts	for	deferred	tax	assets	and	liabilities	pending	the	finalization	of	the	valuations	of	assets	acquired,	liabilities	assumed	and	resulting	goodwill.

								A	single	estimate	of	fair	value	results	from	a	complex	series	of	the	Company's	judgments	about	future	events	and	uncertainties	and	relies	heavily	on	estimates	and assumptions.	The	Company's	judgments	used	to	determine	the	estimated	fair	value	assigned	to	each	class	of	assets	acquired	and	liabilities	assumed,	as	well	as	asset	lives, can	materially	impact	the	Company's	results	of	operations.

								The	results	of	Hewitt's	operations	have	been	included	in	the	Company's	consolidated	financial	statements	from	the	Acquisition	date.	The	following	table	presents information	for	Hewitt	that	is	included	in	Aon's	Consolidated	Statements	of	Income	(in	millions):

(1) Includes	amortization	related	to	identifiable	intangible	assets	($37	million),	acquisition	and	integration	costs	($18	million)	and	restructuring	expenses ($52	million).

								The	following	unaudited	pro	forma	consolidated	results	of	operations	for	2010	and	2009	assume	that	the	acquisition	of	Hewitt	was	completed	as	of	January	1,	2009 (in	millions,	except	per	share	amounts):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Revenue | $10,831 | $10,669 |
| Net\tincome\tfrom\tcontinuing\toperations\tattributable\tto\tAon\tstockholders | $736 | $758 |
| Earnings\tper\tshare\tfrom\tcontinuing\toperations\tattributable\tto\tAon\tstockholders |  |  |
| Basic | $2.17 | $2.20 |
| Diluted | $2.14 | $2.15 |

								The	unaudited	pro	forma	consolidated	results	were	prepared	using	the	acquisition	method	of	accounting	and	are	based	on	the	historical	financial	information	of	Aon and	Hewitt,	reflecting	both	in	2010	and	2009,	Aon's	and	Hewitt's	results	of	operations	for	a	12-month	period.	The	historical	financial	information	has	been	adjusted	to give	effect	to	the	pro	forma	adjustments	that	are:	(i)	directly	attributable	to	the	acquisition,	(ii)	factually	supportable	and	(iii)	expected	to	have	a	continuing	impact	on	the combined	results.	The	unaudited	pro	forma	consolidated	results	are	not	necessarily	indicative	of	what	the	Company's	consolidated	results	of	operations	actually	would have	been	had	it	completed	the

acquisition	on	January	1,	2009.	In	addition,	the	unaudited	pro	forma	consolidated	results	do	not	purport	to	project	the	future	results	of	operations	of	the	combined company	nor	do	they	reflect	the	expected	realization	of	any	cost	savings	associated	with	the	acquisition.	The	unaudited	pro	forma	consolidated	results	reflect	primarily the	following	pro	forma	pre-tax	adjustments:

•Elimination	of	Hewitt's	historical	intangible	asset	amortization	expense	(approximately	$16	million	in	2010	and	$20	million	in	2009);

•Additional	amortization	expense	(approximately	$293	million	in	2010	and	$218	in	2009)	related	to	the	fair	value	of	intangible	assets	acquired);

•Additional	interest	expense	(approximately	$43	million	in	2010	and	$77	million	in	2009)	associated	with	the	incremental	debt	issued	by	the	Company	to partially	finance	the	acquisition,	the	early	retirement	of	Hewitt	debt,	and	costs	related	to	a	bridge	term	loan	credit	agreement	with	certain	financial institutions	that	has	been	terminated;

•Deferred	revenues	where	no	future	performance	obligation	existed	were	eliminated	at	the	acquisition	date,	and,	as	such,	the	recognition	of	deferred revenues	by	Hewitt	in	2010	and	2009	is	not	reflected	in	the	unaudited	pro	forma	operating	results.	This	resulted	in	$21	million	in	2010	and	$28	million	in 2009	of	deferred	revenues	recorded	by	Hewitt	being	eliminated;

•Deferred	costs	which	did	meet	the	definition	of	an	asset	were	eliminated	at	the	acquisition	date,	and,	as	such,	the	recognition	of	deferred	costs	by	Hewitt in	2010	and	2009	is	not	reflected	in	the	unaudited	pro	forma	operating	results.	This	resulted	in	$16	million	in	2010	and	$22	million	in	2009	of	deferred costs	recorded	by	Hewitt	being	eliminated;

•Additional	expense	of	$15	million	incurred	in	2010	and	2009	related	to	the	recognition	of	the	fair	value	of	adjustments	associated	with	the	assumption	of unfavorable	lease	obligations;

•The	elimination	of	Hewitt's	equity	based	compensation	expense	of	$46	million	in	2010	and	$54	million	in	2009.	On	the	date	of	closing,	all	outstanding equity	awards	of	Hewitt	became	fully	vested	and	were	converted	at	the	effective	time	in	accordance	with	the	terms	of	the	merger	agreement.	No compensation	expense	has	been	included	in	the	unaudited	pro	forma	consolidated	results	as	the	compensation	programs	for	Aon	Hewitt	employees	have not	yet	been	determined	and	cannot	be	estimated;	and

•Elimination	of	approximately	$49	million	of	costs	incurred	in	2010,	which	are	directly	attributable	to	the	acquisition,	and	which	do	not	have	a	continuing impact	on	the	combined	company's	operating	results.	Included	in	these	costs	are	advisory,	legal	and	regulatory	costs,	costs	related	to	integrating	the combined	company,	and	costs	to	retire	certain	debt	obligations	assumed	in	the	acquisition.

								In	addition,	all	of	the	above	adjustments	were	adjusted	for	the	applicable	tax	impact.	Aon	has	assumed	a	38%	combined	statutory	federal	and	state	tax	rate	when estimating	the	tax	effects	of	the	adjustments	to	the	unaudited	pro	forma	combined	statements	of	income.

# Benfield

								In	November	2008,	Aon	completed	the	acquisition	of	the	shares	of	Benfield,	a	leading	independent	reinsurance	intermediary,	with	more	than	50	locations worldwide.	The	Company	purchased	all	of	the	outstanding	shares	of	common	and	preferred	stock	of	Benfield	for	$1.3	billion	in	cash.	The	total	cost	of	the	acquisition also	included	direct	costs	of	the	transaction	totaling	$32	million.	Benfield	is	known	for	its	client	service,	analytic	capability	and	innovation.	The	results	of	Benfield's operations	were	included	in	the	Company's	consolidated	financial	statements	from	the	date	of	closing.

								In	connection	with	the	acquisition,	the	Company	recorded	net	tangible	assets,	goodwill	and	other	intangibles	which	are	reported	within	the	Risk	Solutions	segment. None	of	the	goodwill	is	deductible	for	tax	purposes.	Of	the	acquired	intangible	assets,	$128	million	was	assigned	to	registered	trademarks,	which	were	determined	to have	indefinite	useful	lives.	Of	the	remaining	balance	of	intangible	assets	acquired,	$449	million	was	assigned	to	customer	relationships,	and	$2	million	was	assigned	to non-competition	agreements,	which	are	being	amortized	over	weighted	average	useful	lives	of	12	years	and	1	year,	respectively.

# Dispositions

								In	2010,	the	Company	completed	the	disposition	of	eight	entities.	The	following	table	includes	the	gains	or	losses	recorded	as	a	result	of	these	and	other	disposals made	in	2010,	2009	and	2008	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| (Loss)\tgain\trecorded: |  |  |  |
| Cananwill | $3 | $(2) | $(5) |
| Other\tdispositions | (7) | 15 | 13 |
| Total | $(4) | $13 | $8 |

								Aon's	Cananwill	business	in	the	U.S.	("Cananwill"),	U.K.,	Canada,	and	Australia	(together	"Cananwill	International")	originated	short-term	loans	to	corporate clients	to	finance	insurance	premium	obligations.	These	premium	finance	agreements	were	then	sold	to	unaffiliated	companies,	typically	bank	Special	Purpose	Entities, in	whole	loan	securitization	transactions	that	met	the	criteria	at	that	time	for	sales	accounting.	Cananwill's	results	were	included	in	the	Risk	Solutions	segment.

								In	December	2008,	Aon	signed	a	definitive	agreement	to	sell	the	U.S.	Cananwill	operations.	This	disposition	was	completed	in	February	2009.	A	net	pretax	loss	of $4	million	was	recorded,	of	which	a	gain	of	$3	million	was	recorded	in	2010,	and	losses	of	$2	million	and	$5	million	were	recorded	in	2009	and	2008,	respectively,	and is	included	in	Other	income	in	the	Consolidated	Statements	of	Income.	As	part	of	the	agreement,	Aon	was	entitled	to	receive	up	to	$10	million	from	the	buyer	over	the two	years	following	the	sale,	based	on	the	amount	of	insurance	premiums	and	related	obligations	financed	and	collected	by	the	buyer	over	this	period	that	are	generated from	certain	of	Cananwill's	producers.	As	of	December	31,	2010,	Aon	had	received	all	amounts	owed	from	the	buyer	and	satisfied	all	guarantees.

								In	June	and	July	of	2009,	the	Company	entered	into	agreements	with	third	parties	with	respect	to	Aon's	Cananwill	International	operations.	As	a	result	of	these agreements,	these	third	parties	began	originating,	financing	and	servicing	premium	finance	loans	generated	by	referrals	from	Aon's	brokerage	operations.	The	third parties	did	not	acquire	the	existing	portfolio	of	Aon's	premium	finance	loans,	and	as	such,	the	Company	did	not	extend	any	guarantees	under	these	agreements.

								In	2010,	Aon	completed	the	sale	of	seven	smaller	operations	in	the	Risk	Solutions	segment	and	one	in	the	HR	Solutions	segment.	Total	pretax	losses	of	$7	million were	recognized	on	these	sales,	which	are	included	in	Other	income	in	the	Consolidated	Statements	of	Income.

								During	2009,	Aon	sold	nine	small	operations.	Total	pretax	gains	of	$15	million	were	recognized	on	these	sales,	which	are	included	in	Other	income	in	the Consolidated	Statements	of	Income.

								In	2008,	Aon	sold	four	small	operations.	Total	pretax	gains	of	$13	million	were	recognized	on	these	sales,	which	are	included	in	Other	income	in	the	Consolidated Statements	of	Income.

								The	changes	in	the	net	carrying	amount	of	goodwill	by	operating	segment	for	the	years	ended	December	31,	2010	and	2009,	respectively,	are	as	follows	(in millions):

|  | Risk<br>Solutions | HR<br>Solutions | Total |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2009 | $5,259 | $378 | $5,637 |
| Goodwill\trelated\tto\tacquisitions | 191 | — | 191 |
| Benfield\tadjustments | 9 | — | 9 |
| Goodwill\trelated\tto\tdisposals | (16) | — | (16) |
| Foreign\tcurrency\trevaluation | 250 | 7 | 257 |
| Balance\tas\tof\tDecember\t31,\t2009 | 5,693 | 385 | 6,078 |
| Goodwill\trelated\tto\tHewitt\tacquisition | — | 2,715 | 2,715 |
| Goodwill\trelated\tto\tother\tacquisitions | 50 | 9 | 59 |
| Goodwill\trelated\tto\tdisposals | (2) | — | (2) |
| Foreign\tcurrency\trevaluation | (192) | (11) | (203) |
| Balance\tas\tof\tDecember\t31,\t2010 | $5,549 | $3,098 | $8,647 |

								In	2009,	the	Company	finalized	the	Benfield	purchase	price	allocation,	adjusting	goodwill	principally	for	the	completion	of	third	party	valuation	reports,	the	impact of	changes	in	actual	employee	severance	costs	compared	to	original	estimates	and	the	resolution	of	certain	tax	matters.

								Other	intangible	assets	by	asset	class	are	as	follows	(in	millions):

|  |  | As	of	December	31 | As	of	December	31 | As	of	December	31 |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2010 | 2010 | 2009 | 2009 |
|  | Gross |  | Gross | Gross |  |
|  | Carrying\nAmount | Accumulated\nAmortization | Carrying\nAmount | Carrying\nAmount | Accumulated\nAmortization |
| Intangible\tassets\twith\tindefinite\tlives:\nTrademarks | $1,024 | $— | $— | $136 | $— |
| Intangible\tassets\twith\tfinite\tlives: |  |  |  |  |  |
| Trademarks | 3 | — | — | — | — |
| Customer\tRelated\tand\tContract\tBased | 2,605 | 344 | 344 | 757 | 234 |
| Marketing,\tTechnology\tand\tOther | 606 | 283 | 283 | 376 | 244 |
|  | $4,238 | $627 | $627 | $1,269 | $478 |

								Amortization	expense	on	finite	lived	intangible	assets	was	$154	million,	$93	million,	and	$65	million	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively.	The	estimated	future	amortization	for	intangible	assets	as	of	December	31,	2010	is	as	follows	(in	millions):

								On	October	14,	2010,	Aon	announced	a	global	restructuring	plan	("Aon	Hewitt	Plan")	in	connection	with	the	acquisition	of	Hewitt.	The	Aon	Hewitt	Plan	is intended	to	streamline	operations	across	the	combined	Aon	Hewitt	organization	and	includes	an	estimated	1,500	to	1,800	job	eliminations.	The	Company	expects	these restructuring	activities	and	related	expenses	to	affect	continuing	operations	into	2013.	The	Aon	Hewitt	Plan	is	expected	to	result	in	cumulative	costs	of	approximately $325	million	through	the	end	of	the	plan,	consisting	of	approximately	$180	million	in	employee	termination	costs	and	approximately	$145	million	in	real	estate	lease rationalization	costs.

								As	of	December	31,	2010,	approximately	360	jobs	have	been	eliminated	under	the	Aon	Hewitt	Plan	and	total	expense	of	$52	million	has	been	incurred.	All	costs associated	with	the	Aon	Hewitt	Plan	are	included	in	the	HR	Solutions	segment.	Charges	related	to	the	restructuring	are	included	in	Compensation	and	benefits	and	Other general	expenses	in	the	accompanying	Consolidated	Statements	of	Income.

								The	following	summarizes	restructuring	and	related	costs	by	type	that	have	been	incurred	and	are	estimated	to	be	incurred	through	the	end	of	the	restructuring initiative	related	to	the	Aon	Hewitt	Plan	(in	millions):

| initiative	related	to	the	Aon	Hewitt	Plan	(in	millions): |  |  |
| :--- | :--- | :--- |
|  | 2010 | Estimated\nTotal\tCost\tfor\nRestructuring\nPlan\t(1) |
| Workforce\treduction | $49 | $180 |
| Lease\tconsolidation | 3 | 95 |
| Asset\timpairments | — | 47 |
| Other\tcosts\tassociated\twith\trestructuring\t(2) | — | 3 |
| Total\trestructuring\tand\trelated\texpenses | $52 | $325 |

								The	Company	announced	a	global	restructuring	plan	("Aon	Benfield	Plan")	in	conjunction	with	its	acquisition	of	Benfield	in	2008.	The	Aon	Benfield	Plan	is intended	to	integrate	and	streamline	operations	across	the	combined	Aon	Benfield	organization.	The	Aon	Benfield	Plan	includes	an	estimated	700	job	eliminations. Additionally,	duplicate	space	and	assets	will	be	abandoned.	The	Company	originally	estimated	that	the	Aon	Benfield	Plan	would	result	in	cumulative	costs	totaling approximately	$185	million	over	a	three-year	period,	of	which	$104	million	was	recorded	as	part	of	the	Benfield	purchase	price	allocation	and	$81	million	of	which	was expected	to	result	in	future	charges	to	earnings.	During	2009,	the	Company	reduced	the	Benfield	purchase	price	allocation	by	$49	million	to	reflect	actual	severance	costs being	lower	than	originally	estimated.	The	Company	currently	estimates	the	Aon	Benfield	Plan	will	result	in	cumulative	costs	totaling	approximately	$155	million,	of which	$55	million	was	recorded	as	part	of	the	purchase	price	allocation,	$26	million	and	$55	million	has	been

recorded	in	earnings	during	2010	and	2009,	respectively,	and	an	estimated	additional	$19	million	will	be	recorded	in	future	earnings.

								As	of	December	31,	2010,	approximately	690	jobs	have	been	eliminated	under	the	Aon	Benfield	Plan.	Total	payments	of	$105	million	have	been	made	under	the Aon	Benfield	Plan,	from	inception	to	date.

								All	costs	associated	with	the	Aon	Benfield	Plan	are	included	in	the	Risk	Solutions	segment.	Charges	related	to	the	restructuring	are	included	in	Compensation	and benefits	and	Other	general	expenses	in	the	accompanying	Consolidated	Statements	of	Income.	The	Company	expects	these	restructuring	activities	and	related	expenses to	affect	continuing	operations	into	2011.

								The	following	summarizes	the	restructuring	and	related	costs	by	type	that	have	been	incurred	and	are	estimated	to	be	incurred	through	the	end	of	the	restructuring initiative	related	to	the	Aon	Benfield	Plan	(in	millions):

|  | Purchase<br>Price<br>Allocation | 2009 | 2010 | Total	to<br>Date | Total	Cost	for<br>Restructuring<br>Period	(1) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Workforce\treduction | $32 | $38 | $15 | $85 | $97 |
| Lease\tconsolidation | 22 | 14 | 7 | 43 | 49 |
| Asset\timpairments | — | 2 | 2 | 4 | 5 |
| Other\tcosts\tassociated\twith\trestructuring\t(2) | 1 | 1 | 2 | 4 | 4 |
| Total\trestructuring\tand\trelated\texpenses | $55 | $55 | $26 | $136 | $155 |

								In	2007,	the	Company	announced	a	global	restructuring	plan	intended	to	create	a	more	streamlined	organization	and	reduce	future	expense	growth	to	better	serve clients	("2007	Plan").	The	2007	Plan	resulted	in	approximately	4,700	job	eliminations	and	closure	or	consolidation	of	several	offices	resulting	in	sublease	losses	or	lease buy-outs.	The	total	cumulative	pretax	charges	for	the	2007	Plan	was	$748	million	including	costs	related	to	workforce	reduction,	lease	consolidation	costs,	asset impairments,	as	well	as	other	expenses	necessary	to	implement	the	restructuring	initiative.	Costs	related	to	the	restructuring	are	included	in	Compensation	and	benefits and	Other	general	expenses	in	the	accompanying	Consolidated	Statements	of	Income.	The	Company	does	not	expect	any	further	expenses	to	be	incurred	in	relation	to the	2007	Plan.

|  | 2007 | 2008 | 2009 | 2010 | Plan |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Workforce\treduction | $17 | $166 | $251 | $72 | $506 |
| Lease\tconsolidation | 22 | 38 | 78 | 15 | 153 |
| Asset\timpairments | 4 | 18 | 15 | 2 | 39 |
| Other\tcosts\tassociated\twith\trestructuring(1) | 3 | 29 | 13 | 5 | 50 |
| Total\trestructuring\tand\trelated\texpenses | $46 | $251 | $357 | $94 | $748 |

								As	of	December	31,	2010,	the	Company's	liabilities	for	its	restructuring	plans	are	as	follows	(in	millions):

|  | Aon<br>Hewitt<br>Plan | Aon<br>Benfield<br>Plan | 2007<br>Plan | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2008 | $— | $— | $25 | $63 | $88 |
| Expensed | — | — | 233 | 3 | 236 |
| Cash\tpayments | — | — | (148) | (34) | (182) |
| Purchase\tprice\tallocation | — | 104 | — | — | 104 |
| Foreign\texchange\ttranslation\tand\tother | — | — | (9) | (4) | (13) |
| Balance\tat\tDecember\t31,\t2008 | — | 104 | 101 | 28 | 233 |
| Expensed | — | 53 | 342 | (1) | 394 |
| Cash\tpayments | — | (67) | (248) | (12) | (327) |
| Purchase\taccounting\tadjustment | — | (49) | — | — | (49) |
| Foreign\texchange\ttranslation\tand\tother | — | 4 | 7 | 1 | 12 |
| Balance\tat\tDecember\t31,\t2009 | — | 45 | 202 | 16 | 263 |
| Assumed\tHewitt\trestructuring\tliability(1) | 43 | — | — | — | 46 |
| Expensed | 52 | 24 | 92 | — | 168 |
| Cash\tpayments | (8) | (38) | (178) | (8) | (235) |
| Foreign\texchange\ttranslation\tand\tother | 1 | (5) | (3) | 2 | (5) |
| Balance\tat\tDecember\t31,\t2010 | $88 | $26 | $113 | $10 | $237 |

(1) The	Company	assumed	a	$43	million	net	real	estate	related	restructuring	liability	in	connection	with	the	Hewitt	acquisition.

								Aon's	unpaid	restructuring	liabilities	are	included	in	both	Accounts	payable	and	accrued	liabilities	and	Other	non-current	liabilities	in	the	Consolidated	Statements of	Financial	Position.

								The	Company	earns	income	on	cash	balances	and	investments,	as	well	as	on	premium	trust	balances	that	Aon	maintains	for	premiums	collected	from	insureds	but not	yet	remitted	to	insurance	companies,	and	funds	held	under	the	terms	of	certain	outsourcing	agreements	to	pay	certain	obligations	on	behalf	of	clients.	Premium	trust balances	and	a	corresponding	liability	are	included	in	Fiduciary	assets	and	Fiduciary	liabilities	in	the	accompanying	Consolidated	Statements	of	Financial	Position.

								The	Company's	interest-bearing	assets	and	other	investments	are	included	in	the	following	categories	in	the	Consolidated	Statements	of	Financial	Position (in	millions):

| As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $346 | $217 |
| Short-term\tinvestments | 785 | 422 |
| Fiduciary\tassets | 3,489 | 3,329 |
| Investments | 312 | 319 |
|  | $4,932 | $4,287 |

								The	Company's	investments	are	as	follows	(in	millions):

| As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Equity\tmethod\tinvestments | $174 | $113 |
| Other\tinvestments,\tat\tcost | 123 | 103 |
| Fixed-maturity\tsecurities | 15 | 16 |
| PEPS\tI\tpreferred\tstock\t(Note\t16\t"Variable\tInterest\tEntities") | — | 87 |
|  | $312 | $319 |

								The	following	is	a	summary	of	outstanding	debt	(in	millions):

| As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Term\tloan\tcredit\tfacility\t(LIBOR\t+\t2.5%) | $975 | $— |
| 8.205%\tjunior\tsubordinated\tdeferrable\tinterest\tdebentures\tdue\tJanuary\t2027 | 687 | 687 |
| 6.25%\tEUR\t500\tdebt\tsecurities\tdue\tJuly\t2014 | 667 | 725 |
| 5.00%\tsenior\tnotes\tdue\tSeptember\t2020 | 598 | — |
| 3.50%\tsenior\tnotes\tdue\tSeptember\t2015 | 597 | — |
| 5.05%\tCAD\t375\tdebt\tsecurities\tdue\tApril\t2011 | 372 | 357 |
| 6.25%\tsenior\tnotes\tdue\tSeptember\t2040 | 297 | — |
| 7.375%\tdebt\tsecurities\tdue\tDecember\t2012 | 225 | 224 |
| Other | 88 | 15 |
| Total\tdebt | 4,506 | 2,008 |
| Less\tshort-term\tand\tcurrent\tportion\tof\tlong-term\tdebt | 492 | 10 |
| Total\tlong-term\tdebt | $4,014 | $1,998 |

								On	August	13,	2010,	in	connection	with	the	acquisition	of	Hewitt,	Aon	entered	into	an	unsecured	three-year	Term	Credit	Agreement	(the	"Term	Loan	Credit Facility")	which	provided	unsecured	term	loan	financing	of	up	to	$1.0	billion.	This	Term	Loan	Credit	Facility	has	an	interest	rate	of	LIBOR	+	2.5%,	which	was approximately	2.75%	at	December	31,	2010.	The	Company	borrowed	$1.0	billion	under	this	facility	on	October	1,	2010	to	finance	a	portion	of	the	Hewitt	purchase price.	The	Company	incurred	$26	million	of	deferred	finance	costs	associated	with	the	Term	Loan	Credit	Facility	that	will	be	amortized	over	the	term	of	the	loan. Concurrent	with	entering	into	the	Term	Loan	Credit	Facility,	the	Company	also	entered	into	a	Senior	Bridge	Term	Loan	Credit	Agreement	which	provided	unsecured bridge	financing	of	up	to	$1.5	billion	(the	"Bridge	Loan	Facility")	to	finance	a	portion	of	the	Hewitt	purchase	price.

								In	lieu	of	drawing	under	the	Bridge	Loan	Facility,	on	September	7,	2010,	Aon	entered	into	an	Underwriting	Agreement	(the	"Underwriting	Agreement")	with several	underwriters	with	respect	to	the	offering	and	sale	by	the	Company	of	$600	million	aggregate	principal	amount	of	its	3.50%	Senior	Notes	due	2015	(the	"2015 Notes"),	$600	million	aggregate	principal	amount	of	its	5.00%	Senior	Notes	due	2020	(the	"2020	Notes")	and	$300	million	aggregate	principal	amount	of	its	6.25% Senior	Notes	due	2040	(the	"2040	Notes"	and,	together	with	the	2015	Notes	and	2020	Notes,	the	"Notes")	under	the	Company's	Registration	Statement	on	Form	S-3.	All of	these	Notes	are	unsecured.	Deferred	financing	costs	associated	with	the	Notes	of	$12	million	were	capitalized	and	are	included	in	Other	non-current	assets,	and	will be	amortized	over	the	respective	term	of	each	note.	In	2010,	the	Company	recorded	$3	million	of	deferred	financing	cost	amortization	for	both	the	Term	Loan	Credit Facility	and	the	Notes,	which	is	included	in	Interest	expense	in	the	Consolidated	Statements	of	Income.	Following	the	issuance	of	these	Notes,	on	September	15,	2010, the	Bridge	Loan	Facility	was	terminated	and	the	Company	recorded	$14	million	of	related	deferred	financing	costs	in	the	Consolidated	Statements	of	Income.

								As	part	of	the	Hewitt	acquisition,	the	Company	assumed	$346	million	of	long-term	debt	including	$299	million	of	privately	placed	senior	unsecured	notes	with varying	maturity	dates.	As	of	December	31,	2010,	all	of	these	notes	had	matured	or	have	been	early	extinguished.	Also,	in	2010,	$47	million	in	long-term	debt	held	by PEPS	I,	a	consolidated	VIE,	was	repurchased	with	a	majority	of	the	PEPS	I	restricted	cash	(See	Note	16	"Variable	Interest	Entities").

								On	October	15,	2010,	the	Company	entered	into	a	new	€650	million	($853	million	at	December	31,	2010	exchange	rates)	multi-currency	revolving	loan	credit facility	(the	"Euro	Facility")	used	by	certain

of	Aon's	European	subsidiaries.	The	Euro	Facility	replaced	the	previous	facility	which	was	entered	into	in	October	2005	and	matured	in	October	2010	(the	"2005 Facility").	The	Euro	Facility	expires	in	October	2015	and	has	commitment	fees	of	8.75	basis	points	payable	on	the	unused	portion	of	the	facility,	similar	to	the	2005 Facility.	Aon	has	guaranteed	the	obligations	of	its	subsidiaries	with	respect	to	this	facility.	The	Company	had	no	borrowings	under	the	Euro	Facility.	At	December	31, 2009,	Aon	had	no	borrowings	under	the	2005	Facility.

								In	2010,	Aon	reclassified	its	indirect	wholly	owned	subsidiary's	5.05%	CAD	375	million	($372	million	at	December	31,	2010	exchange	rates)	debt	securities, which	are	guaranteed	by	Aon,	to	Short-term	debt	and	current	portion	of	long-term	debt	in	the	Condensed	Consolidated	Statements	of	Financial	Position	as	the	due	date of	the	securities,	April	2011,	is	less	than	one	year	from	the	balance	sheet	date.

								In	December	2009,	Aon	cancelled	its	$600	million,	5-year	U.S.	committed	bank	credit	facility	that	was	to	expire	in	February	2010	and	entered	into	a	new $400	million,	3-year	facility	to	support	commercial	paper	and	other	short-term	borrowings.	Based	on	Aon's	current	credit	ratings,	commitment	fees	of	35	basis	points	are payable	on	the	unused	portion	of	the	facility.	At	December	31,	2010,	Aon	had	no	borrowings	under	this	facility.

								On	July	1,	2009,	an	indirect	wholly-owned	subsidiary	of	Aon	issued	€500	million	($656	million	at	December	31,	2010	exchange	rates)	of	6.25%	senior	unsecured debentures	due	on	July	1,	2014.	The	carrying	value	of	the	debt	includes	$11	million	related	to	hedging	activities.	The	payment	of	the	principal	and	interest	on	the debentures	is	unconditionally	and	irrevocably	guaranteed	by	Aon.	Proceeds	from	the	offering	were	used	to	repay	the	Company's	$677	million	outstanding	indebtedness under	its	2005	Facility.

								In	1997,	Aon	created	Aon	Capital	A,	a	wholly-owned	statutory	business	trust	("Trust"),	for	the	purpose	of	issuing	mandatorily	redeemable	preferred	capital securities	("Capital	Securities").	Aon	received	cash	and	an	investment	in	100%	of	the	common	equity	of	Aon	Capital	A	by	issuing	8.205%	Junior	Subordinated Deferrable	Interest	Debentures	(the	"Debentures")	to	Aon	Capital	A.	These	transactions	were	structured	such	that	the	net	cash	flows	from	Aon	to	Aon	Capital	A	matched the	cash	flows	from	Aon	Capital	A	to	the	third	party	investors.	Aon	determined	that	it	was	not	the	primary	beneficiary	of	Aon	Capital	A,	a	VIE,	and,	thus	reflected	the Debentures	as	long-term	debt.	During	the	first	half	of	2009,	Aon	repurchased	$15	million	face	value	of	the	Capital	Securities	for	approximately	$10	million,	resulting	in a	$5	million	gain,	which	was	reported	in	Other	income	in	the	Consolidated	Statements	of	Income.	To	facilitate	the	legal	release	of	the	obligation	created	through	the Debentures	associated	with	this	repurchase	and	future	repurchases,	Aon	dissolved	the	Trust	effective	June	25,	2009.	This	dissolution	resulted	in	the	exchange	of	the Capital	Securities	held	by	third	parties	for	the	Debentures.	Also	in	connection	with	the	dissolution	of	the	Trust,	the	$24	million	of	common	equity	of	Aon	Capital	A	held by	Aon	was	exchanged	for	$24	million	of	Debentures,	which	were	then	cancelled.	Following	these	actions,	$687	million	of	Debentures	remain	outstanding.	The Debentures	are	subject	to	mandatory	redemption	on	January	1,	2027	or	are	redeemable	in	whole,	but	not	in	part,	at	the	option	of	Aon	upon	the	occurrence	of	certain events.

								There	are	a	number	of	covenants	associated	with	both	the	U.S.	and	Euro	facilities,	the	most	significant	of	which	require	Aon	to	maintain	a	ratio	of	consolidated EBITDA	(earnings	before	interest,	taxes,	depreciation,	and	amortization),	adjusted	for	Hewitt	related	transaction	costs	and	up	to	$50	million	in	non-recurring	cash charges	("Adjusted	EBITDA"),	to	consolidated	interest	expense	of	4	to	1	and	a	ratio	of	consolidated	debt	to	Adjusted	EBITDA,	of	not	greater	than	3	to	1.	Aon	was	in compliance	with	all	debt	covenants	as	of	December	31,	2010.

								Other	than	the	Debentures,	outstanding	debt	securities	are	not	redeemable	by	Aon	prior	to	maturity.	There	are	no	sinking	fund	provisions.	Interest	is	payable	semi- annually	on	most	debt	securities.

# 								Repayments	of	total	debt	are	as	follows	(in	millions):

| 2011 | $492 |
| :--- | :--- |
| 2012 | 329 |
| 2013 | 780 |
| 2014 | 660 |
| 2015 | 597 |
| Thereafter | 1,648 |

# 10.		Lease	Commitments

								Aon	leases	office	facilities,	equipment	and	automobiles	under	non-cancellable	operating	leases.	These	leases	expire	at	various	dates	and	may	contain	renewal	and expansion	options.	In	addition	to	base	rental	costs,	occupancy	lease	agreements	generally	provide	for	rent	escalations	resulting	from	increased	assessments	for	real	estate taxes	and	other	charges.	Approximately	88%	of	Aon's	lease	obligations	are	for	the	use	of	office	space.

								Rental	expenses	for	operating	leases	are	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Rental\texpense | $429 | $346 | $363 |
| Sub\tlease\trental\tincome | 57 | 52 | 55 |
| Net\trental\texpense | $372 | $294 | $308 |

								At	December	31,	2010,	future	minimum	rental	payments	required	under	operating	leases	for	continuing	operations	that	have	initial	or	remaining	non-cancellable lease	terms	in	excess	of	one	year,	net	of	sublease	rental	income,	most	of	which	pertain	to	real	estate	leases,	are	as	follows	(in	millions):

| 2011 | $417 |
| :--- | :--- |
| 2012 | 384 |
| 2013 | 356 |
| 2014 | 320 |
| 2015 | 290 |
| Thereafter | 701 |
| Total\tminimum\tpayments\trequired | $2,468 |

								Aon	and	its	principal	domestic	subsidiaries	are	included	in	a	consolidated	federal	income	tax	return.	Aon's	international	subsidiaries	file	various	income	tax	returns in	their	jurisdictions.

								Income	from	continuing	operations	before	income	tax	and	the	provision	for	income	tax	consist	of	the	following	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes: |  |  |  |
| U.S. | $21 | $215 | $129 |
| International | 1,038 | 734 | 750 |
| Total | $1,059 | $949 | $879 |
| Income\ttaxes: |  |  |  |
| Current: |  |  |  |
| U.S.\tfederal | $16 | $32 | $44 |
| U.S.\tstate\tand\tlocal | 10 | 23 | 21 |
| International | 202 | 150 | 210 |
| Total\tcurrent | 228 | 205 | 275 |
| Deferred\t(credit): |  |  |  |
| U.S.\tfederal | 47 | 49 | (15) |
| U.S.\tstate\tand\tlocal | 13 | 5 | (2) |
| International | 12 | 9 | (16) |
| Total\tdeferred | 72 | 63 | (33) |
|  | $300 | $268 | $242 |

								Income	from	continuing	operations	before	income	taxes	shown	above	is	based	on	the	location	of	the	business	unit	to	which	such	earnings	are	attributable	for	tax purposes.	However,	taxable	income	may	not	correspond	to	the	geographic	attribution	of	the	income	from	continuing	operations	before	income	taxes	shown	above	due	to the	treatment	of	certain	items	such	as	the	costs	associated	with	the	Hewitt	acquisition.	In	addition,	because	the	earnings	shown	above	may	in	some	cases	be	subject	to taxation	in	more	than	one	country,	the	income	tax	provision	shown	above	as	U.S.	or	International	may	not	correspond	to	the	geographic	attribution	of	the	earnings.

								A	reconciliation	of	the	income	tax	provisions	based	on	the	U.S.	statutory	corporate	tax	rate	to	the	provisions	reflected	in	the	Consolidated	Financial	Statements	is	as follows:

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35.0% | 35.0% | 35.0% |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 1.1 | 2.0 | 1.4 |
| Taxes\ton\tinternational\toperations | (12.5) | (12.0) | (14.2) |
| Nondeductible\texpenses | 3.9 | 3.4 | 4.2 |
| Adjustments\tto\tprior\tyear\ttax\trequirements | 0.5 | 0.1 | 0.4 |
| Deferred\ttax\tadjustments,\tincluding\tstatutory\trate\tchanges | 0.2 | 0.1 | 0.2 |
| Other\t—\tnet | 0.2 | (0.4) | 0.5 |
| Effective\ttax\trate | 28.4% | 28.2% | 27.5% |

								The	components	of	Aon's	deferred	tax	assets	and	liabilities	are	as	follows	(in	millions):

| As	of	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Deferred\ttax\tassets: |  |  |
| Employee\tbenefit\tplans | $929 | $934 |
| Net\toperating\tloss\tand\ttax\tcredit\tcarryforwards | 430 | 314 |
| Other\taccrued\texpenses | 161 | 132 |
| Investment\tbasis\tdifferences | 17 | 44 |
| Other | 66 | 36 |
|  | 1,603 | 1,460 |
| Valuation\tallowance\ton\tdeferred\ttax\tassets | (257) | (186) |
| Total | 1,346 | 1,274 |
| Deferred\ttax\tliabilities: |  |  |
| Intangibles | (1,420) | (360) |
| Deferred\trevenue | (49) | (34) |
| Other\taccrued\texpenses | (41) | (32) |
| Unrealized\tinvestment\tgains | (5) | (26) |
| Unrealized\tforeign\texchange\tgains | (23) | (12) |
| Other | (75) | (2) |
| Total | (1,613) | (466) |
| Net\tdeferred\ttax\t(liability)\tasset | $(267) | $808 |

								The	increase	in	deferred	tax	liabilities	is	primarily	due	to	the	identifiable	intangible	assets	recorded	as	a	result	of	the	Hewitt	acquisition.

								Deferred	income	taxes	(assets	and	liabilities	have	been	netted	by	jurisdiction)	have	been	classified	in	the	Consolidated	Statements	of	Financial	Position	as	follows (in	millions):

| As	of	December	31, | 2010 | 2009 |
| :--- | :--- | :--- |
| Deferred\ttax\tassets\t—\tcurrent | $121 | $72 |
| Deferred\ttax\tassets\t—\tnon-current | 305 | 881 |
| Deferred\ttax\tliabilities\t—\tcurrent | (30) | (16) |
| Deferred\ttax\tliabilities\t—\tnon-current | (663) | (129) |
| Net\tdeferred\ttax\t(liability)\tasset | $(267) | $808 |

								Valuation	allowances	have	been	established	primarily	with	regard	to	the	tax	benefits	of	certain	net	operating	loss	and	tax	credit	carryforwards.	Valuation	allowances increased	by	$71	million	in	2010,	primarily	attributable	to	the	recognition	of	the	following	items:	acquired	valuation	allowances	of	$58	million	due	to	the	Hewitt acquisition,	an	increase	of	$7	million	in	the	valuation	allowances	for	U.S.	foreign	tax	credit	carryforwards,	and	an	increase	of	$8	million	in	the	valuation	allowances	for an	interest	expense	carryforward	for	Germany.	Although	future	earnings	cannot	be	predicted	with	certainty,	management	believes	that	the	realization	of	the	net	deferred tax	asset	is	more	likely	than	not.

								Aon	recognized,	as	an	adjustment	to	additional	paid-in-capital,	income	tax	benefits	attributable	to	employee	stock	compensation	as	follows:	2010	—	$20	million; 2009	—	$25	million;	and	2008	—	$45	million.

								U.S.	deferred	income	taxes	are	not	provided	on	unremitted	foreign	earnings	that	are	considered	permanently	reinvested,	which	at	December	31,	2010	amounted	to approximately	$2.7	billion.	It	is	not	practicable	to	determine	the	income	tax	liability	that	might	be	incurred	if	all	such	earnings	were

remitted	to	the	U.S.	due	to	foreign	tax	credits	and	exclusions	that	may	become	available	at	the	time	of	remittance.

								At	December	31,	2010,	Aon	had	domestic	federal	operating	loss	carryforwards	of	$56	million	that	will	expire	at	various	dates	from	2011	to	2024,	state	operating loss	carryforwards	of	$610	million	that	will	expire	at	various	dates	from	2011	to	2031,	and	foreign	operating	and	capital	loss	carryforwards	of	$720	million	and $251	million,	respectively,	nearly	all	of	which	are	subject	to	indefinite	carryforward.

# Unrecognized	Tax	Provisions

								The	following	is	a	reconciliation	of	the	Company's	beginning	and	ending	amount	of	unrecognized	tax	benefits	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $77 | $86 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 7 | 2 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 4 | 5 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (7) | (11) |
| Settlements | (1) | (10) |
| Lapse\tof\tstatute\tof\tlimitations | (5) | (3) |
| Acquisitions | 26 | 6 |
| Foreign\tcurrency\ttranslation | (1) | 2 |
| Balance\tat\tDecember\t31 | $100 | $77 |

								As	of	December	31,	2010,	$85	million	of	unrecognized	tax	benefits	would	impact	the	effective	tax	rate	if	recognized.	Aon	does	not	expect	the	unrecognized	tax positions	to	change	significantly	over	the	next	twelve	months,	except	for	a	potential	reduction	of	unrecognized	tax	benefits	in	the	range	of	$10-$15	million	relating	to anticipated	audit	settlements.

								The	Company	recognizes	penalties	and	interest	related	to	unrecognized	income	tax	benefits	in	its	provision	for	income	taxes.	Aon	accrued	potential	penalties	of	less than	$1	million	during	each	of	2010,	2009	and	2008.	Aon	accrued	interest	of	less	than	$1	million	in	2010,	$2	million	during	2009	and	less	than	$1	million	in	2008.	Aon has	recorded	a	liability	for	penalties	of	$5	million	and	for	interest	of	$18	million	for	both	December	31,	2010	and	2009.

								Aon	and	its	subsidiaries	file	income	tax	returns	in	the	U.S.	federal	jurisdiction	as	well	as	various	state	and	international	jurisdictions.	Aon	has	substantially concluded	all	U.S.	federal	income	tax	matters	for	years	through	2006.	Material	U.S.	state	and	local	income	tax	jurisdiction	examinations	have	been	concluded	for	years through	2002.	Aon	has	concluded	income	tax	examinations	in	its	primary	international	jurisdictions	through	2004.

# 12.		Stockholders'	Equity

# Common	Stock

								On	October	1,	2010,	the	Company	issued	61	million	shares	of	common	stock	as	consideration	for	part	of	the	purchase	price	of	Hewitt	(See	Note	5	"Acquisitions and	Dispositions").	In	addition,	as	part	of	the	consideration,	each	outstanding	unvested	Hewitt	stock	option	became	fully	vested	and	was	converted	into	an	option	to purchase	Aon	common	stock	with	the	same	terms	and	conditions	as	the	Hewitt	stock	option.	As	of	the	acquisition	date,	there	were	approximately	4.5	million	options	to purchase	Aon	common	stock	issued	to	former	holders	of	Hewitt	stock	options,	of	which	2.3	million	remain	outstanding	and	exercisable.

								In	2007,	Aon's	Board	of	Directors	increased	the	Company's	authorized	share	repurchase	program	to	$4.6	billion.	Shares	may	be	repurchased	through	the	open market	or	in	privately	negotiated	transactions	from	time	to	time,	based	on	prevailing	market	conditions,	and	will	be	funded	from	available	capital.	Any	repurchased shares	will	be	available	for	employee	stock	plans	and	for	other	corporate	purposes.	In	2010,	Aon	repurchased	6.1	million	shares	at	a	cost	of	$250	million.	In	2009,	Aon repurchased	15.1	million	shares	at	a	cost	of	$590	million.	In	2008,	Aon	repurchased	42.6	million	shares	at	a	cost	of	$1.9	billion.	Since	the	inception	of	its	share repurchase	program	in	2005,	the	Company	has	repurchased	a	total	of	111.9	million	shares	for	an	aggregate	cost	of	$4.6	billion.	As	of	December	31,	2010,	the	Company was	authorized	to	purchase	up	to	$15	million	of	additional	shares	under	this	stock	repurchase	program.

								In	January	2010,	the	Company's	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.

								In	2010,	Aon	issued	2.2	million	shares	of	common	stock	in	relation	to	the	exercise	of	options	issued	to	former	holders	of	Hewitt	options	as	part	of	the	Hewitt acquisition.	In	addition,	Aon	reissued	8.5	million	shares	of	treasury	stock	for	employee	benefit	programs	and	0.4	million	shares	in	connection	with	employee	stock purchase	plans.	In	2009,	Aon	issued	1.0	million	new	shares	of	common	stock	for	employee	benefit	plans.	In	addition,	Aon	reissued	8.0	million	shares	of	treasury	stock for	employee	benefit	programs	and	0.5	million	shares	in	connection	with	employee	stock	purchase	plans.	In	2008,	Aon	issued	0.4	million	new	shares	of	common	stock for	employee	benefit	plans.	In	addition,	Aon	reissued	9.1	million	shares	of	treasury	stock	for	employee	benefit	programs	and	0.3	million	shares	in	connection	with employee	stock	purchase	plans.

								In	connection	with	the	acquisition	of	two	entities	controlled	by	Aon's	then-Chairman	and	Chief	Executive	Officer	in	2001,	Aon	obtained	approximately 22.4	million	shares	of	its	common	stock.	These	treasury	shares	are	restricted	as	to	their	reissuance.

# Dividends

# Other	Comprehensive	Income	(Loss)

								The	components	of	other	comprehensive	income	(loss)	and	the	related	tax	effects	are	as	follows	(in	millions):

| Year	ended	December	31,	2010 | Pretax | Benefit<br>(Expense) | Net<br>of	Tax |
| :--- | :--- | :--- | :--- |
| Net\tderivative\tlosses\tarising\tduring\tthe\tyear | $(31) | $10 | $(21) |
| Reclassification\tadjustment | (5) | 2 | (3) |
| Net\tchange\tin\tderivative\tlosses | (36) | 12 | (24) |
| Net\tforeign\texchange\ttranslation\tadjustments | (92) | (43) | (135) |
| Net\tpost-retirement\tbenefit\tobligation | (76) | 35 | (41) |
| Total\tother\tcomprehensive\tloss | (204) | 4 | (200) |
| Less:\tother\tcomprehensive\tloss\tattributable\tto\tnoncontrolling\tinterest | (2) | — | (2) |
| Other\tcomprehensive\tloss\tattributable\tto\tAon\tstockholders | $(202) | $4 | $(198) |

| Year	ended	December	31,	2009 | Pretax | Income	Tax<br>Benefit<br>(Expense) | Net<br>of	Tax |
| :--- | :--- | :--- | :--- |
| Net\tderivative\tgains\tarising\tduring\tthe\tyear | $11 | $(4) | $7 |
| Reclassification\tadjustment | 10 | (4) | 6 |
| Net\tchange\tin\tderivative\tgains | 21 | (8) | 13 |
| Decrease\tin\tunrealized\tgains/losses | (17) | 6 | (11) |
| Reclassification\tadjustment | (2) | 1 | (1) |
| Net\tchange\tin\tunrealized\tinvestment\tlosses | (19) | 7 | (12) |
| Net\tforeign\texchange\ttranslation\tadjustments | 198 | 5 | 203 |
| Net\tpost-retirement\tbenefit\tobligations | (583) | 170 | (413) |
| Total\tother\tcomprehensive\tloss | (383) | 174 | (209) |
| Less:\tother\tcomprehensive\tincome\tattributable\tto\tnoncontrolling\tinterest | 4 | — | 4 |
| Other\tcomprehensive\tloss\tattributable\tto\tAon\tstockholders | $(387) | $174 | $(213) |

								The	components	of	accumulated	other	comprehensive	loss,	net	of	related	tax,	are	as	follows	(in	millions):

| As	of	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Net\tderivative\tlosses | $(24) | $— | $(13) |
| Net\tunrealized\tinvestment\tgains\t(1) | — | 44 | 56 |
| Net\tforeign\texchange\ttranslation\tadjustments | 168 | 301 | 102 |
| Net\tpostretirement\tbenefit\tobligations | (2,061) | (2,020) | (1,607) |
| Accumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax | $(1,917) | $(1,675) | $(1,462) |

(1) Reflects	the	impact	of	adopting	new	accounting	guidance	which	resulted	in	the	consolidation	of	PEPS	I	effective	January	1,	2010.

								The	pretax	changes	in	net	unrealized	investment	losses,	which	include	investments	reported	as	assets	held-for	sale,	are	as	follows	(in	millions):

								The	components	of	net	unrealized	investment	gains,	which	include	investments	reported	as	assets	held-for-sale,	are	as	follows	(in	millions):

# 13.		Employee	Benefits

# Defined	Contribution	Savings	Plans

								Aon	maintains	defined	contribution	savings	plans	for	the	benefit	of	its	U.S.	and	U.K.	employees.	The	expense	recognized	for	these	plans	is	included	in Compensation	and	benefits	in	the	Consolidated	Statements	of	Income,	as	follows	(in	millions):

| Years	ended	December	31, | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| U.S. | $58 | $56 | $37 |
| U.K. | 32 | 38 | 40 |
|  | $90 | $94 | $77 |

# Pension	and	Other	Post-retirement	Benefits

								Aon	sponsors	defined	benefit	pension	and	post-retirement	health	and	welfare	plans	that	provide	retirement,	medical,	and	life	insurance	benefits.	The	post-retirement healthcare	plans	are	contributory,	with	retiree	contributions	adjusted	annually,	and	the	life	insurance	and	pension	plans	are	noncontributory.

								The	majority	of	the	Company's	plans	are	closed	to	new	entrants.	Effective	January	1,	2009,	the	Company's	Netherlands	plan	was	also	closed	to	new	entrants. Effective	April	1,	2009,	the	Company	ceased	crediting	future	benefits	relating	to	salary	and	service	in	its	U.S.	defined	benefit	pension	plan.	This	change	affected approximately	6,000	active	employees	covered	by	the	U.S.	plan.	For	those	employees,	the	Company	increased	its	contribution	to	the	defined	contribution	savings	plan. In	2010,	the	Company	ceased	crediting	future	benefits	relating	to	service	in	its	Canadian	defined	benefit	pension	plans.	This	change	affects	approximately	950	active employees.

# Pension	Plans

								The	following	tables	provide	a	reconciliation	of	the	changes	in	the	benefit	obligations	and	fair	value	of	assets	for	the	years	ended	December	31,	2010	and	2009	and a	statement	of	the	funded	status	as	of	December	31,	2010	and	2009,	for	the	U.S.	plans	and	material	international	plans,	which	are

located	in	the	U.K.,	the	Netherlands,	and	Canada.	These	plans	represent	approximately	94%	of	the	Company's	pension	obligations.

|  | U.S. | U.S. | International | International |
| :--- | :--- | :--- | :--- | :--- |
| (millions) | 2010 | 2009 | 2010 | 2009 |
| Change\tin\tprojected\tbenefit\tobligation |  |  |  |  |
| At\tJanuary\t1 | $2,139 | $2,087 | $4,500 | $3,628 |
| Service\tcost | — | — | 15 | 18 |
| Interest\tcost | 124 | 125 | 249 | 236 |
| Participant\tcontributions | — | — | 1 | 2 |
| Curtailment | — | (15) | — | — |
| Plan\ttransfers\tand\tacquisitions | — | — | 203 | 6 |
| Actuarial\tloss\t(gain) | 34 | 18 | (101) | 166 |
| Benefit\tpayments | (111) | (102) | (183) | (201) |
| Change\tin\tdiscount\trate | 190 | 26 | 260 | 298 |
| Foreign\tcurrency\ttranslation | — | — | (132) | 347 |
| At\tDecember\t31 | $2,376 | $2,139 | $4,812 | $4,500 |
| Accumulated\tbenefit\tobligation\tat\tend\tof\tyear | $2,376 | $2,139 | $4,737 | $4,442 |
| Change\tin\tfair\tvalue\tof\tplan\tassets |  |  |  |  |
| At\tJanuary\t1 | $1,153 | $1,087 | $3,753 | $3,107 |
| Actual\treturn\ton\tplan\tassets | 175 | 144 | 403 | 137 |
| Participant\tcontributions | — | — | 1 | 2 |
| Employer\tcontributions | 27 | 24 | 261 | 413 |
| Plan\ttransfers\tand\tacquisitions | — | — | 192 | 4 |
| Benefit\tpayments | (111) | (102) | (183) | (201) |
| Foreign\tcurrency\ttranslation | — | — | (139) | 291 |
| At\tDecember\t31 | $1,244 | $1,153 | $4,288 | $3,753 |
| Market\trelated\tvalue\tat\tend\tof\tyear | $1,380 | $1,384 | $4,288 | $3,753 |
| Funded\tstatus\tat\tend\tof\tyear | $(1,132) | $(986) | $(524) | $(747) |
| Unrecognized\tprior-service\tcost | — | — | 17 | — |
| Unrecognized\tloss | 1,200 | 1,105 | 1,836 | 1,953 |
| Net\tamount\trecognized | $68 | $119 | $1,329 | $1,206 |

								At	December	31,	2010,	in	accordance	with	changes	to	applicable	United	Kingdom	statutes,	pensions	in	deferment	will	be	revalued	annually	based	on	the	Consumer Prices	Index,	as	opposed	to	the	Retail	Prices	Index	which	was	previously	used.	The	impact	on	the	projected	benefit	obligation	was	a	gain	of	$124	million	and	is	included in	the	actuarial	gain	for	2010.

								Amounts	recognized	in	the	Consolidated	Statements	of	Financial	Position	consist	of	(in	millions):

|  | U.S. | U.S. | International | International |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2010 | 2009 |
| Prepaid\tbenefit\tcost\t(included\tin\tother\tnon-current\tassets) | $— | $— | $59 | $6 |
| Accrued\tbenefit\tliability\t(included\tin\tpension\tand\tother\tpost-employment\tliabilities) | (1,132) | (986) | (583) | (753) |
| Accumulated\tother\tcomprehensive\tloss | 1,200 | 1,105 | 1,853 | 1,953 |
| Net\tamount\trecognized | $68 | $119 | $1,329 | $1,206 |

								Amounts	recognized	in	Accumulated	other	comprehensive	loss	that	have	not	yet	been	recognized	as	components	of	net	periodic	benefit	cost	at	December	31,	2010 and	2009	consist	of	(in	millions):

|  | U.S. | U.S. | International | International |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2010 | 2009 |
| Net\tloss | $1,200 | $1,105 | $1,836 | $1,953 |
| Prior\tservice\tcost | — | — | 17 | — |
|  | $1,200 | $1,105 | $1,853 | $1,953 |

								In	2010,	U.S.	plans	with	a	projected	benefit	obligation	("PBO")	and	an	accumulated	benefit	obligation	("ABO")	in	excess	of	the	fair	value	of	plan	assets	had	a	PBO of	$2.4	billion,	an	ABO	of	$2.4	billion,	and	plan	assets	of	$1.2	billion.	International	plans	with	a	PBO	in	excess	of	the	fair	value	of	plan	assets	had	a	PBO	of	$2.7	billion and	plan	assets	with	a	fair	value	of	$2.3	billion,	and	plans	with	an	ABO	in	excess	of	the	fair	value	of	plan	assets	had	an	ABO	of	$2.1	billion	and	plan	assets	with	a	fair value	of	$1.6	billion.

								In	2009,	U.S.	plans	with	a	PBO	and	an	ABO	in	excess	of	the	fair	value	of	plan	assets	had	a	PBO	of	$2.1	billion,	an	ABO	of	$2.1	billion,	and	plan	assets	of $1.2	billion.	International	plans	with	a	PBO	in	excess	of	the	fair	value	of	plan	assets	had	a	PBO	of	$4.4	billion	and	plan	assets	with	a	fair	value	of	$3.6	billion,	and	plans with	an	ABO	in	excess	of	the	fair	value	of	plan	assets	had	an	ABO	of	$3.9	billion	and	plan	assets	with	a	fair	value	of	$3.2	billion.

								The	following	table	provides	the	components	of	net	periodic	benefit	cost	for	the	plans	(in	millions):

|  | U.S. | U.S. | U.S. | International | International | International |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 |
| Service\tcost | $— | $— | $39 | $15 | $18 | $23 |
| Interest\tcost | 124 | 125 | 107 | 249 | 236 | 279 |
| Expected\treturn\ton\tplan\tassets | (118) | (102) | (126) | (240) | (234) | (298) |
| Amortization\tof\tprior-service\tcost | — | (1) | (14) | 1 | — | 1 |
| Amortization\tof\tnet\tloss | 24 | 28 | 23 | 54 | 41 | 38 |
| Net\tperiodic\tbenefit\tcost | $30 | $50 | $29 | $79 | $61 | $43 |

								In	addition	to	the	net	periodic	benefit	cost	shown	above	in	2010,	the	Company	recorded	a	non-cash	charge	of	$49	million	($29	million	after-tax)	with	a corresponding	credit	to	Accumulated	other	comprehensive	income.	This	charge	is	included	in	Compensation	and	benefits	in	the	Consolidated	Statements	of	Income	and represents	the	correction	of	an	error	in	the	calculation	of	pension	expense	for	the	Company's	U.S.	pension	plan	for	the	period	from	1999	to	the	end	of	the	first	quarter	of 2010.

								In	2009,	a	curtailment	gain	of	$83	million	was	recognized	as	a	result	of	the	Company	ceasing	crediting	future	benefits	relating	to	salary	and	service	of	the	U.S. defined	benefit	pension	plan.	Also	in	2009,	Aon	recorded	a	$5	million	curtailment	charge	attributable	to	a	remeasurement	resulting	from	the	decision	to	cease	service accruals	for	the	Canadian	plans	beginning	in	2010.	In	connection	with	the	Company	ceasing	crediting	future	benefits	relating	to	salary	and	service	of	the	U.S.	non- qualified	defined	benefit	pension	plan,	a	curtailment	loss	of	$8	million	was	recognized	in	2008.	These	items	are	reported	in	Compensation	and	benefits	in	the Consolidated	Statements	of	Income.

								In	2009,	a	curtailment	gain	of	$10	million	was	recognized	in	discontinued	operations	resulting	from	the	sale	of	CICA.	The	curtailment	gain	relates	to	the Company's	U.S.	Retiree	Health	and	Welfare	Plan,	in	which	CICA	employees	were	allowed	to	participate	through	the	end	of	2008,	pursuant	to	the	terms	of	the	sale.	In 2008,	a	pension	curtailment	gain	of	$13	million	was	recognized	in	discontinued	operations	resulting	from	the	sale	of	CICA.

								The	weighted-average	assumptions	used	to	determine	future	benefit	obligations	are	as	follows:

|  | U.S. | U.S. | International | International |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2010 | 2009 |
| Discount\trate | 4.35\t–\t5.34% | 5.22\t–\t5.98% | 4.70\t–\t5.50% | 5.31\t–\t6.19% |
| Rate\tof\tcompensation\tincrease | N/A | N/A | 2.50\t–\t4.00 | 3.25\t–\t3.50 |

								The	weighted-average	assumptions	used	to	determine	the	net	periodic	benefit	cost	are	as	follows:

|  | U.S. | U.S. | U.S. | International | International | International |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 |
| Discount\trate | 5.22\t–\t5.98% | 6.00\t–\t7.08% | 6.39\t–\t6.61% | 4.00\t–\t6.19% | 5.62\t–\t7.42% | 5.50\t–\t5.75% |
| Expected\treturn\ton\tplan\tassets | 8.80 | 8.70 | 8.60 | 4.70\t–\t7.00 | 5.48\t–\t7.00 | 6.60\t–\t7.20 |
| Rate\tof\tcompensation\tincrease | N/A | N/A | 3.50 | 2.50\t–\t3.60 | 3.25\t–\t3.50 | 3.25\t–\t3.50 |

								The	amounts	in	Accumulated	other	comprehensive	loss	expected	to	be	recognized	as	components	of	net	periodic	benefit	cost	during	2011	are	as	follows	(in millions):

# Expected	Return	on	Plan	Assets

								To	determine	the	expected	long-term	rate	of	return	on	plan	assets,	the	historical	performance,	investment	community	forecasts	and	current	market	conditions	are analyzed	to	develop	expected	returns	for	each	asset	class	used	by	the	plans.	The	expected	returns	for	each	asset	class	are	weighted	by	the	target	allocations	of	the	plans.

								No	plan	assets	are	expected	to	be	returned	to	the	Company	during	2011.

# Fair	value	of	plan	assets

| Asset	Category | Balance	at<br>December	31,<br>2010 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets<br>(Level	1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Highly\tliquid\tdebt\tinstruments(1) | $27 | $1 | $26 | $— |
| Equity\tinvestments:(2) |  |  |  |  |
| Large\tCap\tDomestic | 247 | 247 | — | — |
| Small\tCap\tDomestic | 22 | — | 22 | — |
| Large\tCap\tInternational | 11 | 11 | — | — |
| Small\tCap\tGlobal | — | — | — | — |
| Equity\tDerivatives | 231 | — | 231 | — |
| Fixed\tincome\tinvestments:(3) |  |  |  |  |
| Corporate\tBonds | 395 | — | 395 | — |
| Government\tand\tAgency\tBonds | 50 | — | 50 | — |
| Asset-Backed\tSecurities | 5 | — | 5 | — |
| Fixed\tIncome\tDerivatives | 6 | — | 6 | — |
| Other\tinvestments: |  |  |  |  |
| Alternative\tInvestments(4) | 193 | — | — | 193 |
| Commodity\tDerivatives(5) | 18 | — | 18 | — |
| Real\tEstate\tand\tREITS(2) | 39 | 39 | — | — |
| Total | $1,244 | $298 | $753 | $193 |

(1) Consists	of	cash	and	institutional	short-term	investment	funds.

(2) Valued	using	the	closing	stock	price	on	a	national	securities	exchange.

(3) Valued	by	pricing	vendors	who	use	proprietary	models	utilizing	observable	inputs,	such	as	interest	rates,	yield	curves	and	credit	risk.

(4) Consists	of	limited	partnerships,	private	equity	and	hedge	funds.	Valued	at	estimated	fair	value	based	on	the	proportionate	share	ownership	of the	investment	as	determined	by	the	general	partner	or	investment	manager.

(5) Consists	of	long-dated	options	on	a	commodity	index,	which	are	valued	using	observable	inputs	such	as	underlying	prices	of	the	commodities and	volatility.

# Fair	Value	Measurements	Using

|  |  | Quoted	Prices	in | Significant |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Active\tMarkets | Other | Significant |
|  | Balance\tat | for\tIdentical | Observable | Unobservable |
|  | December\t31, | Assets | Inputs | Inputs |
| Asset\tCategory | 2009 | (Level\t1) | (Level\t2) | (Level\t3) |
| Highly\tliquid\tdebt\tinstruments(1) | $33 | $— | $33 | $— |
| Equity\tinvestments:(2) |  |  |  |  |
| Large\tCap\tDomestic | 284 | 207 | 77 | — |
| Small\tCap\tDomestic | 30 | — | 30 | — |
| Large\tCap\tInternational | 66 | 15 | 51 | — |
| Small\tCap\tGlobal | 30 | 30 | — | — |
| Equity\tDerivatives | 104 | — | 104 | — |
| Fixed\tincome\tinvestments:(3) |  |  |  |  |
| Corporate\tBonds | 365 | — | 365 | — |
| Government\tand\tAgency\tBonds | 52 | — | 52 | — |
| Asset-Backed\tSecurities | 17 | — | 17 | — |
| Fixed\tIncome\tDerivatives | (15) | — | (15) | — |
| Other\tinvestments: |  |  |  |  |
| Alternative\tInvestments(4) | 149 | — | 11 | 138 |
| Commodity\tDerivatives(5) | 8 | — | 8 | — |
| Real\tEstate\tand\tREITS(2) | 30 | 30 | — | — |
| Total | $1,153 | $282 | $733 | $138 |

								The	following	table	presents	the	changes	in	the	Level	3	fair-value	category	for	the	years	ended	December	31,	2010	and	December	31,	2009	(in	millions):

|  | Fair	Value |
| :--- | :--- |
|  | Measurement |
|  | Using |
|  | Level\t3 |
|  | Inputs |
|  | Alternative\ninvestments |
| Balance\tat\tJanuary\t1,\t2009 | $154 |
| Actual\treturn\ton\tplan\tassets: |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2009 | (20) |
| Relating\tto\tassets\tsold\tduring\t2009 | (1) |
| Purchases,\tsales\tand\tsettlements | 5 |
| Balance\tat\tDecember\t31,\t2009 | 138 |
| Actual\treturn\ton\tplan\tassets: |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2010 | 1 |
| Relating\tto\tassets\tsold\tduring\t2010 | 8 |
| Purchases,\tsales\tand\tsettlements | 35 |
| Transfer\tin/(out)\tof\tlevel\t3 | 11 |
| Balance\tat\tDecember\t31,\t2010 | $193 |

								The	fair	values	of	Aon's	major	international	pension	plan	assets	at	December	31,	2010	and	December	31,	2009,	by	asset	category,	are	as	follows	(in	millions):

| Asset	Category | Balance	at<br>December	31,<br>2010 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets<br>(Level	1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\t&amp;\tcash\tequivalents | $54 | $54 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tFunds:(1) |  |  |  |  |
| Global | 823 | — | 661 | 162 |
| Europe | 574 | — | 574 | — |
| North\tAmerica | 133 | — | 133 | — |
| Asia\tPacific | 67 | — | 67 | — |
| Other\tEquity\tSecurities\t—\tGlobal(2) | 129 | 121 | 8 | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tFunds(1) | 947 | — | 907 | 40 |
| Fixed\tIncome\tSecurities(3) | 805 | — | 805 | — |
| Annuities(4) | 380 | — | — | 380 |
| Derivatives(3) | (28) | — | (28) | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tFunds: |  |  |  |  |
| Commodities(1) | 34 | — | 34 | — |
| Real\tEstate(5) | 135 | — | 8 | 127 |
| Alternative\tInvestments(6) | 235 | — | 17 | 218 |
| Total | $4,288 | $175 | $3,186 | $927 |

(1) Valued	using	the	net	asset	value	(NAV)	of	the	fund,	which	is	based	on	the	fair	value	of	the	underlying	securities.

(4) Valued	using	a	discounted	cash	flow	model	utilizing	assumptions	such	as	discount	rate,	mortality,	and	inflation.

(5) Consists	of	direct	real	estate	investment	and	pooled	funds.	The	Level	3	values	are	based	on	the	proportionate	share	ownership	of	the	investment	as	determined	by the	investment	manager.

(6) Consists	of	hedge	funds,	multi-asset	strategy,	private	equity	and	infrastructure	investments	which	are	valued	based	on	proportionate	share	ownership	as determined	by	the	investment	manger.

| Asset	Category | Balance	at<br>December	31,<br>2009 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets<br>(Level	1) | Significant<br>Other<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\t&amp;\tcash\tequivalents | $37 | $37 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tFunds:(1) |  |  |  |  |
| Global | 862 | — | 717 | 145 |
| Europe | 574 | — | 574 | — |
| North\tAmerica | 159 | — | 159 | — |
| Asia\tPacific | 87 | — | 87 | — |
| Other\tEquity\tSecurities—Global(2) | 25 | 25 | — | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tFunds(1) | 1,059 | — | 1,059 | — |
| Fixed\tIncome\tSecurities(3) | 375 | — | 375 | — |
| Annuities(4) | 432 | — | — | 432 |
| Derivatives(3) | (47) | — | (47) | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tFunds: |  |  |  |  |
| Commodities(1) | 21 | — | 21 | — |
| Real\tEstate(5) | 136 | — | — | 136 |
| Alternative\tInvestments(6) | 33 | — | — | 33 |
| Total | $3,753 | $62 | $2,945 | $746 |

|  | Global | Fixed | Annuities | Real<br>Estate | Alternative<br>Investments | Other<br>Equity | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2009 | $91 | $— | $— | $126 | $35 | $32 | $284 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |  |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2009 | 41 | — | (83) | (11) | 1 | — | (52) |
| Relating\tto\tassets\tsold\tduring\t2009 | 3 | — | — | — | 1 | (5) | (1) |
| Purchases,\tsales\tand\tsettlements | 16 | — | 506 | 12 | (8) | (29) | 497 |
| Foreign\tExchange | (6) | — | 9 | 9 | 4 | 2 | 18 |
| Balance\tat\tDecember\t31,\t2009 | 145 | — | 432 | 136 | 33 | — | 746 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |  |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2010 | 20 | 2 | (38) | 9 | 7 | — | — |
| Relating\tto\tassets\tsold\tduring\t2010 | 2 | — | — | — | 2 | — | 4 |
| Purchases,\tsales\tand\tsettlements | 10 | 38 | — | (12) | 176 | — | 212 |
| Foreign\tExchange | (15) | — | (14) | (6) | — | — | (35) |
| Balance\tat\tDecember\t31,\t2010 | $162 | $40 | $380 | $127 | $218 | $— | $927 |

# Investment	Policy	and	Strategy

								The	U.S.	investment	policy,	as	established	by	the	Aon	Retirement	Plan	Governance	and	Investment	Committee	("RPGIC"),	seeks	reasonable	asset	growth	at prudent	risk	levels	within	target	allocations,	which	are	42%	equity	investments,	37%	fixed	income	investments,	and	21%	other	investments.	Aon	believes	that	plan assets	are	well-diversified	and	are	of	appropriate	quality.	The	investment	portfolio	asset	allocation	is	reviewed	quarterly	and	re-balanced	to	be	within	policy	target allocations.	The	investment	policy	is	reviewed	at	least	annually	and	revised,	as	deemed	appropriate	by	the	RPGIC.	The	investment	policies	for	international	plans	are established	by	the	local	pension	plan	trustees	and	seek	to	maintain	the	plans'	ability	to	meet	liabilities	and	to	comply	with	local	minimum	funding	requirements.	Plan assets	are	invested	in	diversified	portfolios	that	provide	adequate	levels	of	return	at	an	acceptable	level	of	risk.	The	investment	policies	are	reviewed	at	least	annually and	revised,	as	deemed	appropriate	to	ensure	that	the	objectives	are	being	met.	At	December	31,	2010,	the	weighted	average	targeted	allocation	for	the	international plans	was	48%	for	equity	investments	and	52%	for	fixed	income	investments.

# Cash	Flows

# Contributions

								Based	on	current	assumptions,	Aon	expects	to	contribute	approximately	$121	million	and	$282	million,	respectively,	to	its	U.S.	and	international	pension	plans during	2011.

# Estimated	Future	Benefit	Payments

								Estimated	future	benefit	payments	for	plans	are	as	follows	at	December	31,	2010	(in	millions):

|  | U.S. | International |
| :--- | :--- | :--- |
| 2011 | $124 | $154 |
| 2012 | 132 | 160 |
| 2013 | 141 | 168 |
| 2014 | 136 | 175 |
| 2015 | 137 | 185 |
| 2016-2020 | 729 | 1,085 |

# U.S.	and	Canadian	Other	Post-Retirement	Benefits

								The	following	table	provides	an	overview	of	the	accumulated	projected	benefit	obligation,	fair	value	of	plan	assets,	funded	status	and	net	amount	recognized	as	of December	31,	2010	and	2009	for	the	Company's	material	other	post-retirement	benefit	plans	located	in	the	U.S.	and	Canada	(in	millions):

| December	31,	2010	and	2009	for	the	Company's	material	other	post-retirement	benefit	plans	located	in	the	U.S.	and	Canada	(in	millions): |  |  |
| :--- | :--- | :--- |
|  | 2010 | 2009 |
| Accumulated\tprojected\tbenefit\tobligation | $119 | $89 |
| Fair\tvalue\tof\tplan\tassets | 22 | 19 |
| Funded\tstatus | (97) | (70) |
| Unrecognized\tprior-service\tcredit | (11) | (14) |
| Unrecognized\tloss | 9 | 4 |
| Net\tamount\trecognized | $(99) | $(80) |

								Other	information	related	to	the	Company's	material	other	post-retirement	benefit	plans	are	as	follows:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Net\tperiodic\tbenefit\tcost\trecognized\t(millions) | $4 | $4 | $3 |
| Weighted-average\tdiscount\trate\tused\tto\tdetermine\tfuture\tbenefit\tobligations | 4.92\t–\t6.00% | 5.90\t–\t6.19% | 6.22\t–\t7.50% |
| Weighted-average\tdiscount\trate\tused\tto\tdetermine\tnet\tperiodic\tbenefit\tcosts | 5.90\t–\t6.19% | 6.22\t–\t7.50% | 5.50\t–\t6.29% |

								Amounts	recognized	in	accumulated	other	comprehensive	income	that	have	not	yet	been	recognized	as	components	of	net	periodic	benefit	cost	at	December	31, 2010	are	$9	million	and	$11	million	of	net	loss	and	prior	service	credit,	respectively.	The	amount	in	accumulated	other	comprehensive	income	expected	to	be	recognized as	a	component	of	net	periodic	benefit	cost	during	2011	is	$1	million	and	$3	million	of	net	loss	and	prior	service	credit,	respectively.

# 								Based	on	current	assumptions,	Aon	expects:

•To	contribute	$8	million	to	fund	material	other	post-retirement	benefit	plans	during	2011.

•Estimated	future	benefit	payments	will	be	approximately	$10	million	each	year	for	2011-2015,	and	$49	million	in	aggregate	for	2016-2020.

								The	accumulated	post-retirement	benefit	obligation	is	increased	by	$4	million	and	decreased	by	$3	million	by	a	respective	1%	increase	or	decrease	to	the	assumed health	care	trend	rate.	There	is	no

material	impact	on	the	service	cost	and	interest	cost	components	of	net	periodic	benefit	costs	for	a	1%	change	in	the	assumed	health	care	trend	rate.

								For	most	of	the	participants	in	the	U.S.	plan,	Aon's	liability	for	future	plan	cost	increases	for	pre-65	and	Medical	Supplement	plan	coverage	is	limited	to	5%	per annum.	Because	of	this	cap,	net	employer	trend	rates	for	these	plans	are	effectively	limited	to	5%	per	year	in	the	future.	During	2007,	Aon	recognized	a	plan amendment	which	phases	out	post-65	retiree	coverage	in	its	U.S.	plan	over	the	next	three	years.	The	impact	of	this	amendment	on	net	periodic	benefit	cost	is	being recognized	over	the	average	remaining	service	life	of	the	employees.

# 14.		Stock	Compensation	Plans

								The	following	table	summarizes	stock-based	compensation	expense	recognized	in	continuing	operations	in	the	Consolidated	Statements	of	Income	in	Compensation and	benefits	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| RSUs | $138 | $124 | $132 |
| Performance\tplans | 62 | 60 | 67 |
| Stock\toptions | 17 | 21 | 24 |
| Employee\tstock\tpurchase\tplans | 4 | 4 | 3 |
| Total\tstock-based\tcompensation\texpense | 221 | 209 | 226 |
| Tax\tbenefit | 75 | 68 | 82 |
| Stock-based\tcompensation\texpense,\tnet\tof\ttax | $146 | $141 | $144 |

								During	2009,	the	Company	converted	its	stock	administration	system	to	a	new	service	provider.	In	connection	with	this	conversion,	a	reconciliation	of	the methodologies	and	estimates	utilized	was	performed,	which	resulted	in	a	$12	million	reduction	of	expense	for	the	year	ended	December	31,	2009.

# Stock	Awards

								Stock	awards,	in	the	form	of	RSUs,	are	granted	to	certain	employees	and	consist	of	both	performance-based	and	service-based	RSUs.	Service-based	awards generally	vest	between	three	and	ten	years	from	the	date	of	grant.	The	fair	value	of	service-based	awards	is	based	upon	the	market	value	of	the	underlying	common	stock at	the	date	of	grant.	With	certain	limited	exceptions,	any	break	in	continuous	employment	will	cause	the	forfeiture	of	all	unvested	awards.	Compensation	expense associated	with	stock	awards	is	recognized	over	the	service	period.	Dividend	equivalents	are	paid	on	certain	service-based	RSUs,	based	on	the	initial	grant	amount.

								Performance-based	RSUs	have	been	granted	to	certain	employees.	Vesting	of	these	awards	is	contingent	upon	meeting	various	individual,	divisional	or	company- wide	performance	conditions,	including	revenue	generation	or	growth	in	revenue,	pretax	income	or	earnings	per	share	over	a	one-	to	five-year	period.	The	performance conditions	are	not	considered	in	the	determination	of	the	grant	date	fair	value	for	these	awards.	The	fair	value	of	performance-based	awards	is	based	upon	the	market price	of	the	underlying	common	stock	at	the	date	of	grant.	Compensation	expense	is	recognized	over	the	performance	period,	and	in	certain	cases	an	additional	vesting period,	based	on	management's	estimate	of	the	number	of	units	expected	to	vest.	Compensation	expense	is	adjusted	to	reflect	the	actual	number	of	shares	paid	out	at	the end	of	the	programs.	The	actual	payout	of	shares	under	these	performance-based	plans	may	range	from	0-200%	of	the	number	of	units	granted,	based	on	the	plan. Dividend	equivalents	are	generally	not	paid	on	the	performance-based	RSUs.

								During	2010,	the	Company	granted	approximately	1.6	million	shares	in	connection	with	the	completion	of	the	2007	Leadership	Performance	Plan	("LPP")	cycle and	84,000	shares	related	to	other	performance	plans.	During	2010,	2009	and	2008,	the	Company	granted	approximately	3.5	million,

3.7	million	and	4.2	million	restricted	shares,	respectively,	in	connection	with	the	Company's	incentive	compensation	plans.

								A	summary	of	the	status	of	Aon's	non-vested	stock	awards	is	as	follows	(shares	in	thousands):

|  | 2010 | 2010 | 2009 | 2009 | 2008 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Years\tended\tDecember\t31 | Shares | Fair\nValue(1) | Shares | Fair\nValue(1) | Shares | Fair\nValue(1) |
| Non-vested\tat\tbeginning\tof\tyear | 12,850 | $36 | 14,060 | $35 | 14,150 | $31 |
| Granted | 5,477 | 39 | 5,741 | 38 | 4,159 | 42 |
| Vested | (6,938) | 35 | (6,285) | 35 | (3,753) | 28 |
| Forfeited | (715) | 35 | (666) | 37 | (496) | (34) |
| Non-vested\tat\tend\tof\tyear | 10,674 | 38 | 12,850 | 36 | 14,060 | 35 |

(1) Represents	per	share	weighted	average	fair	value	of	award	at	date	of	grant.

								Information	regarding	Aon's	performance-based	plans	as	of	December	31,	2010,	2009	and	2008	follows	(shares	in	thousands,	dollars	in	millions):

# Stock	Options

								Options	to	purchase	common	stock	are	granted	to	certain	employees	at	100%	of	market	value	on	the	date	of	grant.	Commencing	in	2010,	the	Company	stopped granting	stock	options	with	the	exception	of	historical	contractual	commitments.	Generally,	employees	are	required	to	complete	two	continuous	years	of	service	before the	options	begin	to	vest	in	increments	until	the	completion	of	a	4-year	period	of	continuous	employment,	although	a	number	of	options	were	granted	that	require	five continuous	years	of	service	before	all	options	would	vest.	Options	issued	under	the	LPP	program	vest	ratable	over	3	years	with	a	six	year	term.	The	maximum contractual	term	on	stock	options	is	generally	ten	years	from	the	date	of	grant.

								Aon	uses	a	lattice-binomial	option-pricing	model	to	value	stock	options.	Lattice-based	option	valuation	models	utilize	a	range	of	assumptions	over	the	expected term	of	the	options.	Expected	volatilities	are	based	on	the	average	of	the	historical	volatility	of	Aon's	stock	price	and	the	implied	volatility	of	traded	options	and	Aon's stock.	In	2008	and	prior	years,	Aon	used	historical	data	to	estimate	option	exercise	and	employee	attrition	within	the	lattice-binomial	option-pricing	model,	stratified between	executives	and	key	employees.	Beginning	in	2009,	the	valuation	model	stratifies	employees	between	those	receiving	LPP	options,	Special	Stock	Plan	("SSP") options,	and	all	other	option	grants.	The	Company	believes	that	this	stratification	better	represents	prospective	stock	option	exercise	patterns.	The	expected	dividend yield	assumption	is	based	on	the	Company's	historical	and	expected	future	dividend	rate.	The	risk-free	rate	for	periods	within	the	contractual	life	of	the	option	is	based on	the	U.S.	Treasury	yield	curve	in	effect	at	the	time	of	grant.	The	expected	life	of	employee	stock	options	represents	the	weighted-average	period	stock	options	are expected	to	remain	outstanding	and	is	a	derived	output	of	the	lattice-binomial	model.

								The	weighted	average	assumptions,	the	weighted	average	expected	life	and	estimated	fair	value	of	employee	stock	options	are	summarized	as	follows:

| Years	ended	December	31 | 2010 |  | 2009 |  | 2008 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | All\tOther\nOptions | LPP\nOptions | SSP\nOptions | All\tOther\nOptions | Executives | Key\nEmployees |
| Weighted\taverage\tvolatility | 28.5% | 35.5% | 34.1% | 32.0% | 29.4% | 29.9% |
| Expected\tdividend\tyield | 1.6% | 1.3% | 1.5% | 1.5% | 1.3% | 1.4% |
| Risk-free\trate | 3.0% | 1.5% | 2.0% | 2.6% | 3.2% | 3.0% |
| Weighted\taverage\texpected\tlife,\tin\tyears | 6.1 | 4.4 | 5.6 | 6.5 | 5.1 | 5.7 |
| Weighted\taverage\testimated\tfair\tvalue\tper\tshare | $10.37 | $12.19 | $11.82 | $12.34 | $11.92 | $12.87 |

								In	connection	with	the	LPP	Plan,	the	Company	granted	the	following	number	of	stock	options	at	the	noted	exercise	price:	2010	—	none,	2009	—	1	million	shares at	$39	per	share,	and	2008	—	820,000	shares	at	$41	per	share.	In	connection	with	its	incentive	compensation	plans,	the	Company	granted	the	following	number	of	stock options	at	the	noted	exercise	price:	2010	—	143,000	shares	at	$38	per	share,	2009	—	550,000	shares	at	$37	per	share,	and	2008	—	710,000	shares	at	$46	per	share.	In 2010,	the	Company	acquired	Hewitt	Associates	and	immediately	vested	all	outstanding	options	issued	under	Hewitt's	Global	Stock	and	Incentive	Compensation	Plan.

								Each	outstanding	vested	Hewitt	stock	option	was	converted	into	a	fully	vested	and	exercisable	option	to	purchase	Aon	Common	Stock	with	the	same	terms	and conditions	as	the	Hewitt	stock	option.	On	the	acquisition	date,	4.5	million	options	to	purchase	Aon	Common	Stock	were	issued	to	former	holders	of	Hewitt	stock options	and	2.3	million	of	these	options	remain	outstanding	and	exercisable	at	December	31,	2010	.

								A	summary	of	the	status	of	Aon's	stock	options	and	related	information	is	as	follows	(shares	in	thousands):

| Years	ended	December	31 |  | 2010 |  | 2009 |  | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Shares | Weighted-\nAverage\nExercise\nPrice\tPer\nShare | Shares | Weighted-\nAverage\nExercise\nPrice\tPer\nShare | Shares | Weighted-\nAverage\nExercise\nPrice\tPer\nShare |
| Beginning\toutstanding | 15,937 | $33 | 19,666 | $31 | 26,479 | $31 |
| Options\tissued\tin\tconnection\twith\tthe\tHewitt\tacquisition | 4,545 | 22 | — | — | — | — |
| Granted | 143 | 38 | 1,551 | 38 | 1,539 | 44 |
| Exercised | (6,197) | 27 | (4,475) | 27 | (6,779) | 30 |
| Forfeited\tand\texpired | (509) | 35 | (805) | 38 | (1,573) | 41 |
| Outstanding\tat\tend\tof\tyear | 13,919 | 32 | 15,937 | 33 | 19,666 | 31 |
| Exercisable\tat\tend\tof\tyear | 11,293 | 30 | 9,884 | 31 | 10,357 | 30 |
| Shares\tavailable\tfor\tgrant | 22,777 |  | 8,257 |  | 8,140 |  |

								A	summary	of	options	outstanding	and	exercisable	as	of	December	31,	2010	is	as	follows	(shares	in	thousands):

|  | Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Exercisable | Options	Exercisable | Options	Exercisable |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Range\tof\nExercise\tPrices | Shares\nOutstanding | Weighted-\nAverage\nRemaining\nContractual\nLife\t(years) | Weighted-\nAverage\nExercise\nPrice\tPer\nShare | Shares\nExercisable | Weighted-\nAverage\nRemaining\nContractual\nLife\t(years) | Weighted-\nAverage\nExercise\tPrice\nPer\tShare |
| $14.71\t–\t$22.86 | 3,516 | 4.29 | $20.63 | 3,516 | 4.29 | $20.63 |
| \t\t22.87\t–\t25.51 | 1,110 | 4.12 | 25.28 | 1,110 | 4.12 | 25.28 |
| \t\t25.52\t–\t32.53 | 2,130 | 3.59 | 28.88 | 2,130 | 3.59 | 28.88 |
| \t\t32.54\t–\t36.88 | 2,323 | 3.03 | 36.00 | 1,709 | 2.24 | 35.95 |
| \t\t36.89\t–\t43.44 | 3,658 | 3.26 | 39.84 | 2,471 | 2.26 | 39.99 |
| \t\t43.45\t–\t47.63 | 1,182 | 5.00 | 45.56 | 357 | 4.67 | 44.89 |
|  | 13,919 |  |  | 11,293 |  |  |

								The	aggregate	intrinsic	value	represents	the	total	pretax	intrinsic	value,	based	on	options	with	an	exercise	price	less	than	the	Company's	closing	stock	price	of $46.01	as	of	December	31,	2010,	which	would	have	been	received	by	the	option	holders	had	those	option	holders	exercised	their	options	as	of	that	date.	At December	31,	2010,	the	aggregate	intrinsic	value	of	options	outstanding	was	$196	million,	of	which	$181	million	was	exercisable.

								Other	information	related	to	the	Company's	stock	options	is	as	follows	(in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Aggregate\tintrinsic\tvalue\tof\tstock\toptions\texercised | $87 | $62 | $102 |
| Cash\treceived\tfrom\tthe\texercise\tof\tstock\toptions | 162 | 121 | 190 |
| Tax\tbenefit\trealized\tfrom\tthe\texercise\tof\tstock\toptions | 4 | 15 | 25 |

								Unamortized	deferred	compensation	expense,	which	includes	both	options	and	awards,	amounted	to	$254	million	as	of	December	31,	2010,	with	a	remaining weighted-average	amortization	period	of	approximately	2.0	years.

# Employee	Stock	Purchase	Plan

								Aon	has	an	employee	stock	purchase	plan	that	provides	for	the	purchase	of	a	maximum	of	7.5	million	shares	of	Aon's	common	stock	by	eligible	U.S.	employees. Under	the	plan,	shares	of	Aon's	common	stock	were	purchased	at	3-month	intervals	at	85%	of	the	lower	of	the	fair	market	value	of	the	common	stock	on	the	first	or	the last	day	of	each	3-month	period.	In	2010,	2009,	and	2008,	357,000	shares,	323,000	shares	and	320,000	shares,	respectively,	were	issued	to	employees	under	the	plan. Compensation	expense	recognized	was	$3	million	each	in	2010,	2009	and	2008.

# United	Kingdom

								Aon	also	has	an	employee	stock	purchase	plan	for	eligible	U.K.	employees	that	provides	for	the	purchase	of	shares	after	a	3-year	period	and	which	is	similar	to	the U.S.	plan	described	above.	Three-year	periods	began	in	2008	and	2006,	allowing	for	the	purchase	of	a	maximum	of	200,000	and	525,000	shares,	respectively.	In	2010, 2009	and	2008,	5,000	shares,	201,000	shares	and	6,000	shares,	respectively,	were	issued	under	the	plan.	In	2010,	2009	and	2008,	$1	million,	$1	million,	and	less	than $1	million,	respectively,	of	compensation	expense	was	recognized.

# 15.		Derivatives	and	Hedging

								Aon	is	exposed	to	market	risk	primarily	from	changes	in	foreign	currency	exchange	rates	and	interest	rates.	To	manage	the	risk	related	to	these	exposures,	Aon enters	into	various	derivative	transactions	that	reduce	Aon's	market	risks	by	creating	offsetting	market	exposures.	Aon	does	not	enter	into	derivative	transactions	for trading	purposes.

								Derivative	transactions	are	governed	by	a	uniform	set	of	policies	and	procedures	covering	areas	such	as	authorization,	counterparty	exposure	and	hedging	practices. Positions	are	monitored	using	techniques	such	as	market	value	and	sensitivity	analyses.

								Certain	derivatives	also	give	rise	to	credit	risks	from	the	possible	non-performance	by	counterparties.	The	credit	risk	is	generally	limited	to	the	fair	value	of	those contracts	that	are	favorable	to	Aon.	Aon	has	limited	its	credit	risk	by	using	International	Swaps	and	Derivatives	Association	("ISDA")	master	agreements,	collateral	and credit	support	arrangements,	entering	into	non-exchange-traded	derivatives	with	highly-rated	major	financial	institutions	and	by	using	exchange-traded	instruments.	Aon monitors	the	credit-worthiness	of,	and	exposure	to,	its	counterparties.	As	of	December	31,	2010,	all	net	derivative	positions	were	free	of	credit	risk	contingent	features. In	addition,	Aon	has	received	collateral	of	$7	million	from	counterparties	and	did	not	pledge	collateral	to	counterparties	for	derivatives	subject	to	collateral	support arrangements	as	of	December	31,	2010.

# Foreign	Exchange	Risk	Management

								Aon	and	its	subsidiaries	are	exposed	to	foreign	exchange	risk	when	they	receive	revenues,	pay	expenses,	or	enter	into	intercompany	loans	denominated	in	a currency	that	differs	from	their	functional	currency.	Aon	uses	foreign	exchange	derivatives,	typically	forward	contracts,	options	and	cross	currency	swaps,	to	reduce	its overall	exposure	to	the	effects	of	currency	fluctuations	on	cash	flows.	Aon	has	hedged	these	exposures	up	to	five	years	in	the	future.	Aon	has	designated	foreign exchange	derivatives	with	a	notional	amount	of	$1.2	billion	at	December	31,	2010	as	cash	flow	hedges	of	these	exposures.	As	of	December	31,	2010,	$25	million	of pretax	losses	have	been	deferred	in	OCI	related	to	these	hedges,	of	which	a	$24	million	loss	is	expected	to	be	reclassified	to	earnings	in	2011.	These	hedges	had	no material	ineffectiveness	in	2010,	2009,	or	2008.	In	addition,	as	of	December	31,	2010,	Aon	has	$176	million	notional	amount	of	foreign	exchange	derivatives	not designated	or	qualifying	as	cash	flow	hedges	offsetting	these	exposures.

								Aon	also	uses	foreign	exchange	derivatives,	typically	forward	contracts	and	options,	to	hedge	its	net	investments	in	foreign	operations	for	up	to	three	years	in	the future.	As	of	December	31,	2010,	the	notional	amount	outstanding	was	$322	million	and	$111	million	of	gains	have	been	deferred	in	OCI	related	to	this	hedge.	This hedge	had	no	ineffectiveness	in	2010,	2009,	or	2008.

								Aon	also	uses	foreign	exchange	derivatives,	typically	forward	contracts	and	options,	with	a	notional	amount	of	$62	million	at	December	31,	2010,	to	reduce	the impact	of	foreign	currency	fluctuations	on	the	translation	of	the	financial	statements	of	Aon's	foreign	operations	and	to	manage	the	currency	exposure	of	Aon's	global liquidity	profile	for	one	year	in	the	future.	These	derivatives	are	not	eligible	for	hedge	accounting	treatment.

# Interest	Rate	Risk	Management

								Aon	holds	variable-rate	short-term	brokerage	and	other	operating	deposits.	Aon	uses	interest	rate	derivatives,	typically	swaps,	to	reduce	its	exposure	to	the	effects of	interest	rate	fluctuations	on	the	forecasted	interest	receipts	from	these	deposits	for	up	to	three	years	in	the	future.	Aon	has	designated	interest	rate	derivatives	with	a notional	amount	of	$498	million	at	December	31,	2010	as	cash	flow	hedges	of	this	exposure.	As	of	December	31,	2010,	$1	million	of	pretax	gains	have	been	deferred	in

OCI	related	to	this	hedge,	all	of	which	is	expected	to	be	reclassified	to	earnings	in	2011.	This	hedge	had	no	material	ineffectiveness	in	2010,	2009,	or	2008.

								In	August	2010,	Aon	entered	into	forward	starting	swaps	with	a	total	notional	of	$500	million	to	reduce	its	exposure	to	the	effects	of	interest	rate	fluctuations	on	the forecasted	interest	expense	cash	flows	related	to	the	anticipated	issuance	of	fixed	rate	debt	in	September	2010.	Aon	designated	the	forward	starting	swaps	as	a	cash	flow hedge	of	this	exposure	and	terminated	the	positions	when	the	debt	was	issued.	As	of	December	31,	2010,	$13	million	of	pretax	losses	have	been	deferred	in	OCI	related to	these	hedges,	of	which	$1	million	is	expected	to	be	reclassified	to	earnings	during	the	next	twelve	months.	These	hedges	had	no	material	ineffectiveness.

								In	2009,	a	subsidiary	of	Aon	issued	€500	million	($656	million	at	December	31,	2010	exchange	rates)	of	fixed	rate	debt	due	on	July	1,	2014.	Aon	is	exposed	to changes	in	the	fair	value	of	the	debt	due	to	interest	rate	fluctuations.	Aon	uses	receive-fixed-pay-floating	interest	rate	swaps	to	reduce	its	exposure	to	the	effects	of interest	rate	fluctuations	on	the	fair	value	of	the	debt.	Aon	has	designated	interest	rate	swaps	with	a	notional	amount	of	€250	million	($328	million	at	December	31,	2010 exchange	rates)	at	December	31,	2010	as	a	fair	value	hedge	of	this	exposure.	This	hedge	did	not	have	any	ineffectiveness	in	2010	or	2009.

								As	of	December	31,	2010,	the	fair	values	of	derivative	instruments	are	as	follows:

| Interest	rate	contracts | Other	assets | $15 | Other	liabilities | $— |
| :--- | :--- | :--- | :--- | :--- |
| Foreign\texchange\tcontracts | Other\tassets | 157 | Other\tliabilities | 157 |
| Total |  | 172 |  | 157 |
| Derivatives\tnot\taccounted\tfor\tas\thedges:\nForeign\texchange\tcontracts | Other\tassets | 2 | Other\tliabilities | 1 |
| Total |  | $174 |  | $158 |

| Interest	rate	contracts | Other	assets | $23 | Other	liabilities | $— |
| :--- | :--- | :--- | :--- | :--- |
| Foreign\texchange\tcontracts | Other\tassets | 251 | Other\tliabilities | 208 |
| Total |  | 274 |  | 208 |
| Derivatives\tnot\taccounted\tfor\tas\thedges:\nForeign\texchange\tcontracts | Other\tassets | 4 | Other\tliabilities | 3 |
| Total |  | $278 |  | $211 |

								The	amounts	of	derivative	gains	(losses)	recognized	in	the	consolidated	financial	statements	for	the	year	ended	December	31,	2010,	are	as	follows	(in	millions):

|  | Amount	of<br>Gain	(Loss)<br>Recognized	in	OCI<br>on	Derivative<br>(Effective	Portion) | Location	of	Gain	(Loss)<br>Reclassified	from	OCI<br>into	Income	(Effective<br>Portion) | Amount	of<br>Gain	(Loss)<br>Reclassified	from	OCI<br>into	Income	(Effective<br>Portion) |
| :--- | :--- | :--- | :--- |
| Cash\tflow\thedges: |  |  |  |
| Interest\trate\tcontracts | $(10) | Investment\tincome | $16 |
| Foreign\texchange\tcontracts | (145) | Other\tgeneral\texpenses\tand\tinterest\texpense | (134) |
| Total | $(155) |  | $(118) |
| Foreign\tnet\tinvestment\thedges:\nForeign\texchange\tcontracts | $111 | N/A | $— |

|  | Amount	of<br>Gain	(Loss)<br>Recognized	in	OCI<br>on	Derivative<br>(Effective	Portion) | Location	of	Gain	(Loss)<br>Reclassified	from	OCI<br>into	Income	(Effective<br>Portion) | Amount	of<br>Gain	(Loss)<br>Reclassified	from	OCI<br>into	Income	(Effective<br>Portion) |
| :--- | :--- | :--- | :--- |
| Cash\tflow\thedges: |  |  |  |
| Interest\trate\tcontracts | $16 | Investment\tincome | $33 |
| Foreign\texchange\tcontracts | (11) | Other\tgeneral\texpenses\tand\tinterest\texpense | (48) |
| Total | $5 |  | $(15) |
| Foreign\tnet\tinvestment\thedges:\nForeign\texchange\tcontracts | $(55) | N/A | $— |

								The	amount	of	gain	(loss)	recognized	in	income	on	the	ineffective	portion	of	derivatives	for	2010,	2009	and	2008	was	negligible.

								Aon	recorded	a	gain	of	$10	million	and	a	loss	of	$11	million	in	Other	general	expenses	for	foreign	exchange	derivatives	not	designated	or	qualifying	as	hedges	for 2010	and	2009,	respectively.

								In	2001,	Aon	sold	the	vast	majority	of	its	limited	partnership	(LP)	portfolio,	valued	at	$450	million,	to	PEPS	I,	a	QSPE.

								In	accordance	with	the	recently	issued	VIE	guidance,	former	QSPEs	must	now	be	assessed	to	determine	if	they	are	VIEs.	Aon	concluded	that	PEPS	I	is	a	VIE	and that	it	holds	a	variable	interest	in	PEPS	I.	Aon	also	concluded	that	it	is	the	primary	beneficiary	of	PEPS	I,	as	it	has	the	power	to	direct	the	activities	that	most significantly	impact	economic	performance	and	it	has	the	obligation	or	right	to	absorb	losses	or	receive	benefits	that	could	potentially	be	significant	to	PEPS	I.	As	a result	of	adopting	this	new	guidance,	Aon	consolidated	PEPS	I	effective	January	1,	2010.	The	financial	statement	impact	of	consolidating	PEPS	I	resulted	in:

								In	December	2010,	a	majority	of	the	PEPS	I	restricted	cash	was	used	to	repurchase	$47	million	of	PEPS	I	long-term	debt,	which	also	resulted	in	the	restrictions	on the	use	of	the	remaining	cash	balances	being	removed.

								As	part	of	the	original	transaction,	Aon	was	required	to	purchase	from	PEPS	I	additional	below	investment	grade	securities	equal	to	the	unfunded	limited partnership	commitments	as	they	were	requested.	As	of	December	31,	2010,	Aon	is	no	longer	required	to	purchase	additional	securities	as	a	result	of	the	repayment	of the	$47	million	in	long-term	debt.	However,	Aon	will	continue	to	fund	any	unfunded	equity	commitments	with	specific	expiration	dates.	Also,	the	general	partners	may decide	not	to	draw	on	these	commitments.	Aon	funded	$1	million	of	commitments	in	2010,	did	not	fund	any	commitments	in	2009,	and	funded	$2	million	of commitments	in	2008.	As	of	December	31,	2010,	the	unfunded	commitments	decreased	to	$13	million	due	to	the	expiration	of	some	of	the	commitment	periods.

								Prior	to	2007,	income	distributions	received	from	PEPS	I	were	limited	to	interest	payments	on	PEPS	I	debt	instruments.	Beginning	in	2007,	PEPS	I	had	redeemed or	collateralized	all	of	its	debt,	and	began	to	pay	preferred	income	distributions	to	Aon.	Whether	Aon	receives	additional	preferred	returns	will	depend	on	the performance	of	the	underlying	limited	partnership	interests,	which	is	expected	to	vary	from	period	to	period.	Aon	does	not	control	the	timing	of	the	distributions	from the	underlying	limited	partnerships.	Prior	to	consolidating	PEPS	I	beginning	on	January	1,	2010,	Aon	included	income	distributions	from	PEPS	I	in	Other	income, which	were	$6	million	and	$32	million	in	2009	and	2008,	respectively.

								At	December	31,	2008	and	continuing	through	December	18,	2009,	Aon	consolidated	Juniperus,	which	is	an	investment	vehicle	that	invests	in	an	actively	managed and	diversified	portfolio	of	insurance	risks,	and	Juniperus	Capital	Holdings	Limited	("JCHL"),	which	provides	investment	management	and	related	services	to Juniperus.

								Prior	to	December	18,	2009,	based	on	the	Company's	percentage	equity	interest	in	the	Juniperus	Class	A	shares,	Aon	bore	a	majority	of	the	expected	residual	return and	losses.	Similarly,	the	Company's	voting	and	economic	interest	percentage	in	JCHL	required	Aon	to	absorb	a	majority	of	JCHL's	expected	residual	returns	and	losses. Aon	was	considered	the	primary	beneficiary	of	both

companies,	and	as	such,	these	entities	were	consolidated.	As	of	December	18,	2009,	the	Company's	equity	interest	in	Juniperus	declined	to	38%,	and	it	held	a	39%	voting and	economic	interest	in	JCHL.	Based	on	the	Company's	holdings,	it	no	longer	was	considered	the	primary	beneficiary	of	either	entity	and	has	therefore	deconsolidated both	entities.

								At	December	31,	2010,	Aon	held	a	36%	interest	in	Juniperus	which	is	accounted	for	using	the	equity	method	of	accounting.	The	Company's	potential	loss	at December	31,	2010	is	limited	to	its	investment	in	Juniperus	of	$73	million,	which	is	recorded	in	Investments	in	the	Consolidated	Statements	of	Financial	Position.	Aon has	not	provided	any	financing	to	Juniperus	other	than	previously	contractually	required	amounts.

								For	the	year	ended	December	31,	2009,	Aon	recognized	$36	million	of	pretax	income	from	Juniperus	and	JCHL	and	$16	million	of	after-tax	income,	taking	into account	the	share	of	net	income	attributable	to	the	non-controlling	interests.

								Aon	previously	owned	an	85%	economic	equity	interest	in	Globe	Re	Limited	("Globe	Re"),	a	VIE	which	provided	reinsurance	coverage	for	a	defined	portfolio	of property	catastrophe	reinsurance	contracts	underwritten	by	a	third	party	for	a	limited	period	which	ended	June	1,	2009.	Aon	consolidated	Globe	Re	as	it	was	deemed	to be	the	primary	beneficiary.	In	connection	with	the	winding	up	of	its	operations,	during	2009	Globe	Re	repaid	its	$100	million	of	short-term	debt	from	available	cash. Also	in	2009,	Aon's	equity	investment	in	Globe	Re	was	repaid.	Aon	recognized	$2	million	of	after-tax	income	from	Globe	Re	in	2009,	taking	into	account	the	share	of net	income	attributable	to	non-controlling	interests.	Globe	Re	was	fully	liquidated	in	2009.

# 17.		Fair	Value	and	Financial	Instruments

								Accounting	standards	establish	a	three	tier	fair	value	hierarchy	which	prioritizes	the	inputs	used	in	measuring	fair	values	as	follows:

•Level	1	—	observable	inputs	such	as	quoted	prices	for	identical	assets	in	active	markets;

•Level	2	—	inputs	other	than	quoted	prices	for	identical	assets	in	active	markets,	that	are	observable	either	directly	or	indirectly;	and

•Level	3	—	unobservable	inputs	in	which	there	is	little	or	no	market	data	which	requires	the	use	of	valuation	techniques	and	the	development	of assumptions.

								The	following	methods	and	assumptions	are	used	to	estimate	the	fair	values	of	the	Company's	financial	instruments:

								Money	market	funds	and	highly	liquid	debt	securities	are	carried	at	cost	and	amortized	cost,	respectively,	as	an	approximation	of	fair	value.	Based	on	market convention,	the	Company	considers	cost	a	practical	and	expedient	measure	of	fair	value.

								Equity	security	investments	are	carried	at	fair	value.	Prior	to	2010,	this	consisted	of	the	Company's	investment	in	PEPS	I.	Fair	value	was	based	on	valuations received	from	the	general	partners	of	the	limited	partnership	interests	held	by	PEPS	I	(See	Note	16	"Variable	Interest	Entities").

								Fixed	maturity	investments	are	carried	at	fair	value,	which	is	based	on	quoted	market	prices	or	on	estimated	values	if	they	are	not	actively	traded.	In	some	cases where	a	market	price	is	not	available,	the	Company	will	make	use	of	acceptable	expedients	(such	as	matrix	pricing)	to	estimate	fair	value.

								Derivatives	are	carried	at	fair	value,	based	upon	industry	standard	valuation	techniques	that	use,	where	possible,	current	market-based	or	independently	sourced pricing	inputs,	such	as	interest	rates,	currency	exchange	rates,	or	implied	volatilities.

								Retained	interests	in	the	sold	premium	finance	agreements	of	Aon's	premium	financing	operations	were	recorded	at	fair	value	by	discounting	estimated	future	cash flows	using	discount	rates	that	are	commensurate	with	the	underlying	risk,	expected	future	prepayment	rates,	and	credit	loss	estimates.

								Guarantees	are	carried	at	fair	value,	which	is	based	on	discounted	estimated	future	cash	flows	using	published	historical	cumulative	default	rates	and	discount	rates commensurate	with	the	underlying	exposure.

								Debt	is	carried	at	outstanding	principal	balance,	less	any	unamortized	discount	or	premium.	Fair	value	is	based	on	quoted	market	prices	or	estimates	using discounted	cash	flow	analyses	based	on	current	borrowing	rates	for	similar	types	of	borrowing	arrangements.

								The	following	table	presents	the	categorization	of	the	Company's	assets	and	liabilities	that	are	measured	at	fair	value	on	a	recurring	basis	at	December	31,	2010	and 2009	(in	millions):

|  | Balance	at<br>December	31,	2010 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets	(Level	1) | Significant<br>Other<br>Observable<br>Inputs	(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tfunds\tand\thighly\tliquid\tdebt\tsecurities\t(1) | $2,618 | $2,591 | $27 | $— |
| Other\tinvestments |  |  |  |  |
| Fixed\tmaturity\tsecurities |  |  |  |  |
| Corporate\tbonds | 12 | — | — | 12 |
| Government\tbonds | 3 | — | 3 | — |
| Derivatives |  |  |  |  |
| Interest\trate\tcontracts | 15 | — | 15 | — |
| Foreign\texchange\tcontracts | 159 | — | 159 | — |
| Liabilities: |  |  |  |  |
| Derivatives |  |  |  |  |
| Foreign\texchange\tcontracts | 158 | — | 158 | — |

(1) Includes	$2,591	million	of	money	market	funds	and	$27	million	of	highly	liquid	debt	securities	that	are	classified	as	fiduciary	assets,	short-term	investments	or cash	equivalents	in	the	Consolidated	Statements	of	Financial	Position,	depending	on	their	nature	and	initial	maturity.	See	Note	8	"Investments"	for	additional information	regarding	the	Company's	investments.

|  | Balance	at<br>December	31,	2009 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets	(Level	1) | Significant<br>Other<br>Observable<br>Inputs	(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tfunds\tand\thighly\tliquid\tdebt\tsecurities\t(1) | $2,086 | $2,058 | $28 | $— |
| Other\tinvestments |  |  |  |  |
| Fixed\tmaturity\tsecurities |  |  |  |  |
| Corporate\tbonds | 13 | — | — | 13 |
| Government\tbonds | 3 | — | 3 | — |
| Equity\tsecurities\t—\tPEPS\tI | 87 | — | — | 87 |
| Derivatives |  |  |  |  |
| Interest\trate\tcontracts | 23 | — | 23 | — |
| Foreign\texchange\tcontracts | 255 | — | 255 | — |
| Liabilities: |  |  |  |  |
| Derivatives |  |  |  |  |
| Foreign\texchange\tcontracts | 211 | — | 211 | — |
| Guarantees | 4 | — | — | 4 |

(1) Includes	$2,058	million	of	money	market	funds	and	$28	million	of	highly	liquid	debt	securities	that	are	classified	as	fiduciary	assets,	short-term	investments	or cash	equivalents	in	the	Consolidated	Statements	of	Financial	Position,	depending	on	their	nature	and	initial	maturity.	See	Note	8	"Investments"	for	additional information	regarding	the	Company's	investments.

								The	following	table	presents	the	changes	in	the	Level	3	fair-value	category	in	2010	and	2009	(in	millions):

|  | Other<br>Investments | Derivatives | Retained<br>Interests | Guarantees |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2009 | $113 | $1 | $99 | $(9) |
| Total\tgains\t(losses): |  |  |  |  |
| Included\tin\tearnings | — | (1) | 14 | (4) |
| Included\tin\tother\tcomprehensive\tincome | (13) | — | 3 | — |
| Purchases\tand\tsales | — | — | (116) | 9 |
| Balance\tat\tDecember\t31,\t2009 | 100 | — | — | (4) |
| Total\tgains\t(losses): |  |  |  |  |
| Included\tin\tearnings | — | — | — | 4 |
| Included\tin\tother\tcomprehensive\tincome | — | — | — | — |
| Purchases\tand\tsales | (1) | — | — | — |
| Transfers(1) | (87) | — | — | — |
| Balance\tat\tDecember\t31,\t2010 | $12 | $— | $— | $— |

| December	31,	2009 | $— | $(6) | $— | $— |
| :--- | :--- | :--- | :--- | :--- |
| December\t31,\t2010 | — | — | — | — |

								Gains	(losses),	both	realized	and	unrealized,	included	in	income	in	2010	and	2009	are	as	follows	(in	millions):

|  | Commissions,<br>fees	and	other | Other	general<br>expenses |
| :--- | :--- | :--- |
| Total\tgains\t(losses)\tincluded\tin\tincome: |  |  |
| Year\tended\tDecember\t31,\t2009 | $14 | $(5) |
| Year\tended\tDecember\t31,\t2010 | — | 4 |
| Change\tin\tunrealized\tlosses\trelating\tto\tassets\tor\tliabilities\theld\tat: |  |  |
| December\t31,\t2009 | $— | $(6) |
| December\t31,\t2010 | — | — |

								The	majority	of	the	Company's	financial	instruments	is	either	carried	at	fair	value	or	has	a	carrying	amount	that	approximates	fair	value.

								The	following	table	discloses	the	Company's	financial	instruments	where	the	carrying	amounts	and	fair	values	differ	(in	millions):

| As	of	December	31 | 2010 |  | 2009 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Carrying\nValue | Fair\nValue | Carrying\nValue | Fair\nValue |
| Long-term\tdebt | $4,014 | $4,172 | $1,998 | $2,086 |

# 18.		Commitments	and	Contingencies

# Legal

								Aon	and	its	subsidiaries	are	subject	to	numerous	claims,	tax	assessments,	lawsuits	and	proceedings	that	arise	in	the	ordinary	course	of	business,	which	frequently include	errors	and	omissions	("E&O")	claims.	The	damages	claimed	in	these	matters	are	or	may	be	substantial,	including,	in	many	instances,	claims	for	punitive,	treble or	extraordinary	damages.	Aon	has	historically	purchased	E&O	insurance	and	other	insurance	to	provide	protection	against	certain	losses	that	arise	in	such	matters.	Aon has	exhausted	or	materially	depleted	its	coverage	under	some	of	the	policies	that	protect	the	Company	and,	consequently,	is	self-insured	or	materially	self-insured	for some	historical	claims.	Accruals	for	these	exposures,	and	related	insurance	receivables,	when	applicable,	have	been	provided	to	the	extent	that	losses	are	deemed probable	and	are	reasonably	estimable.	These	accruals	and	receivables	are	adjusted	from	time	to	time	as	developments	warrant.	Amounts	related	to	settlement	provisions are	recorded	in	Other	general	expenses	in	the	Consolidated	Statements	of	Income.

								At	the	time	of	the	2004-05	investigation	of	the	insurance	industry	by	the	Attorney	General	of	New	York	("NYAG")	and	other	regulators,	purported	classes	of	clients filed	civil	litigation	against	Aon	and	other	companies	under	a	variety	of	legal	theories,	including	state	tort,	contract,	fiduciary	duty,	antitrust	and	statutory	theories	and federal	antitrust	and	Racketeer	Influenced	and	Corrupt	Organizations	Act	("RICO")	theories.	The	federal	actions	were	consolidated	in	the	U.S.	District	Court	for	the District	of	New	Jersey,	and	a	state	court	collective	action	was	filed	in	California.	In	the	New	Jersey	actions,	the	Court	dismissed	plaintiffs'	federal	antitrust	and	RICO claims	in	separate	orders	in	August	and	October	2007,	respectively.	In	August	2010,	the	U.S.	Court	of	Appeals	for	the	Third	Circuit	affirmed	the	dismissals	of	most,	but not	all,	of	the	claims.	Aon	believes	it	has	meritorious	defenses	and	intends	to	vigorously	defend	itself	against	the	remaining	claims.	The	outcome	of	these	lawsuits,	and any	losses	or	other	payments	that	may	occur	as	a	result,	cannot	be	predicted	at	this	time.

								Following	inquiries	from	regulators,	the	Company	commenced	an	internal	review	of	its	compliance	with	certain	U.S.	and	non-U.S.	anti-corruption	laws,	including the	U.S.	Foreign	Corrupt	Practices	Act	("FCPA").	In	January	2009,	Aon	Limited,	Aon's	principal	U.K.	brokerage	subsidiary,	entered	into	a	settlement	agreement	with the	Financial	Services	Authority	("FSA")	to	pay	a	£5.25	million	fine	arising	from	its	failure	to	exercise	reasonable	care	to	establish	and	maintain	effective	systems	and controls	to	counter	the	risks	of	bribery	arising	from	the	use	of	overseas	firms	and	individuals	who	helped	it	win	business.	The	U.S.	Securities	and	Exchange	Commission ("SEC")	and	the	U.S.	Department	of	Justice	("DOJ")	continue	to	investigate	these	matters.	Aon	is	fully	cooperating	with	these	investigations	and	has	agreed	with	the U.S.	agencies	to	toll	any	applicable	statute	of	limitations	pending	completion	of	the	investigations.	Based	on	current	information,	the	Company	is	unable	to	predict	at this	time	when	the	SEC	and	DOJ	matters	will	be	concluded,	or	what	regulatory	or	other	outcomes	may	result.

								A	putative	class	action,	Buckner	v	Resource	Life,	was	filed	in	state	court	in	Columbus,	Georgia,	against	a	former	subsidiary	of	Aon,	Resource	Life	Insurance Company.	The	complaint	alleged	that	Resource	Life,	which	wrote	policies	insuring	repayment	of	auto	loans,	was	obligated	to	identify	and	return	unearned	premiums	to policyholders	whose	loans	terminated	before	the	end	of	their	scheduled	terms.	In	connection	with	the	sale	of	Resource	Life	in	2006,	Aon	agreed	to	indemnify	Resource Life's	buyer	in	certain	respects	relating	to	this	action.	In	October	2009,	the	court	certified	a	nationwide	class	of	policyholders	whose	loans	terminated	before	the	end	of their	scheduled	terms	and	who	Resource	Life	cannot	prove	received	a	refund	of	unearned	premium.	Resource	Life	took	an	appeal	from	that	decision.	Also	in	October 2009,	Aon	filed	a	lawsuit	in	Illinois	state	court	seeking	a	declaratory	judgment	with	respect	to	the	rights	and	obligations	of	Aon	and	Resource	Life	under	the	indemnity agreement.	In	July	2010,	Aon	entered	into	settlements	of	both	cases,	subject	to	providing	notice	to	the	Buckner	class	and	obtaining	court	approval	of	the	Buckner settlement.	Aon	agreed	to	pay	$48	million	on	Resource	Life's	behalf	in	complete	settlement	with	the	plaintiff	class	in	Buckner,	of	which	a	pretax

expense	of	$38	million	was	reflected	in	Income	(loss)	from	discontinued	operations	before	income	taxes	in	the	2010	Consolidated	Statements	of	Income.	A	portion	of this	payment	may	be	returned	to	Aon	if	checks	are	undeliverable	or	some	class	members	do	not	cash	their	settlement	payments.	Subject	to	certain	limitations,	the	return payment,	if	any,	would	be	divided	50%	to	Aon	and	50%	to	a	fund	to	be	used	for	charitable	purposes.	Additionally,	the	settlement	agreement	with	Resource	Life	provides potential	future	benefits	from	Resource	Life.	At	this	time,	the	amount	of	future	payments,	if	any,	cannot	be	determined	and	Aon	will	record	any	such	amounts	when	they are	determinable.	The	Georgia	court	has	granted	final	approval	of	the	settlement,	and	no	appeals	were	taken	from	that	order.

								A	retail	insurance	brokerage	subsidiary	of	Aon	provides	insurance	brokerage	services	to	Northrop	Grumman	Corporation	("Northrop").	This	Aon	subsidiary	placed Northrop's	excess	property	insurance	program	for	the	period	covering	2005.	Northrop	suffered	a	substantial	loss	in	August	2005	when	Hurricane	Katrina	damaged Northrop's	facilities	in	the	Gulf	states.	Northrop's	excess	insurance	carrier,	Factory	Mutual	Insurance	Company	("Factory	Mutual"),	denied	coverage	for	the	claim pursuant	to	a	flood	exclusion.	Northrop	sued	Factory	Mutual	in	the	United	States	District	Court	for	the	Central	District	of	California	and	later	sought	to	add	this	Aon subsidiary	as	a	defendant,	asserting	that	if	Northrop's	policy	with	Factory	Mutual	does	not	cover	the	losses	suffered	by	Northrop	stemming	from	Hurricane	Katrina,	then this	Aon	subsidiary	will	be	responsible	for	Northrop's	losses.	On	August	26,	2010,	the	court	granted	in	large	part	Factory	Mutual's	motion	for	partial	summary	judgment regarding	the	applicability	of	the	flood	exclusion	and	denied	Northrop's	motion	to	add	this	Aon	subsidiary	as	a	defendant	in	the	federal	lawsuit.	On	January	27,	2011, Northrop	filed	suit	against	this	Aon	subsidiary	in	state	court	in	Los	Angeles,	California,	pleading	claims	for	negligence,	breach	of	contract	and	negligent misrepresentation.	Aon	believes	that	it	has	meritorious	defenses	and	intends	to	vigorously	defend	itself	against	these	claims.	The	outcome	of	this	lawsuit,	and	the	amount of	any	losses	or	other	payments	that	may	result,	cannot	be	predicted	at	this	time.

								Another	retail	insurance	brokerage	subsidiary	of	Aon	has	been	sued	in	Tennessee	state	court	by	a	client,	Opry	Mills	Mall	Limited	Partnership	("Opry	Mills"),	that sustained	flood	damage	to	its	property	in	May	2010.	The	lawsuit	seeks	$200	million	from	numerous	insurers	with	whom	this	Aon	subsidiary	placed	the	client's	property insurance	coverage.	The	insurers	contend	that	only	$50	million	in	coverage	is	available	for	the	loss	because	the	flood	event	occurred	on	property	in	a	high	hazard	flood zone.	Opry	Mills	is	seeking	full	coverage	from	the	insurers	for	the	loss	and	has	sued	this	Aon	subsidiary	in	the	alternative	for	the	same	$150	million	difference	on various	theories	of	professional	liability	if	the	court	determines	there	is	not	full	coverage.	Aon	believes	it	has	meritorious	defenses	and	intends	to	vigorously	defend	itself against	these	claims.	The	outcome	of	the	lawsuit,	and	any	losses	or	other	payments	that	may	occur	as	a	result,	cannot	be	predicted	at	this	time.

								From	time	to	time,	Aon's	clients	may	bring	claims	and	take	legal	action	pertaining	to	the	performance	of	fiduciary	responsibilities.	Whether	client	claims	and	legal action	related	to	the	Company's	performance	of	fiduciary	responsibilities	are	founded	or	unfounded,	if	such	claims	and	legal	actions	are	resolved	in	a	manner unfavorable	to	the	Company,	they	may	adversely	affect	Aon's	financial	results	and	materially	impair	the	market	perception	of	the	Company	and	that	of	its	products	and services.

								Although	the	ultimate	outcome	of	all	matters	referred	to	above	cannot	be	ascertained,	and	liabilities	in	indeterminate	amounts	may	be	imposed	on	Aon	or	its subsidiaries,	on	the	basis	of	present	information,	amounts	already	provided,	availability	of	insurance	coverages	and	legal	advice	received,	it	is	the	opinion	of management	that	the	disposition	or	ultimate	determination	of	such	claims	will	not	have	a	material	adverse	effect	on	the	consolidated	financial	position	of	Aon.	However, it	is	possible	that	future	results	of	operations	or	cash	flows	for	any	particular	quarterly	or	annual	period	could	be	materially	affected	by	an	unfavorable	resolution	of	these matters.

# Guarantees	and	Indemnifications

								Aon	provides	a	variety	of	guarantees	and	indemnifications	to	its	customers	and	others.	The	maximum	potential	amount	of	future	payments	represents	the	notional amounts	that	could	become	payable	under	the	guarantees	and	indemnifications	if	there	were	a	total	default	by	the	guaranteed	parties,	without	consideration	of	possible recoveries	under	recourse	provisions	or	other	methods.	These	amounts	may	bear	no	relationship	to	the	expected	future	payments,	if	any,	for	these	guarantees	and indemnifications.	Any	anticipated	amounts	payable	which	are	deemed	to	be	probable	and	estimable	are	accrued	in	Aon's	consolidated	financial	statements.

								Aon	has	total	letters	of	credit	("LOCs")	outstanding	for	approximately	$71	million	at	December	31,	2010.	A	LOC	for	approximately	CAD	39	million	($39	million at	December	31,	2010	exchange	rates)	was	put	in	place	to	cover	the	beneficiaries	related	to	Aon's	Canadian	pension	plan	scheme.	A	LOC	for	$12	million	secures deductible	retentions	on	Aon's	own	workers	compensation	program.	A	LOC	for	$10	million	secures	an	Aon	Hewitt	sublease	agreement	for	office	space.	An	$8	million letter	of	credit	secures	one	of	the	U.S.	pension	plans.	In	addition,	Aon	has	issued	a	contingent	LOC	for	up	to	$85	million	in	support	of	a	potential	acquisition,	which	is expected	to	close	in	2011.	Aon	also	has	issued	letters	of	credit	to	cover	contingent	payments	of	approximately	$2	million	for	taxes	and	other	business	obligations	to	third parties.	Aon	has	also	issued	various	other	guarantees	for	miscellaneous	purposes	at	its	international	subsidiaries	for	$2	million.	Amounts	are	accrued	in	the	Consolidated Financial	Statements	to	the	extent	the	guarantees	are	probable	and	estimable.

								Aon	has	certain	contractual	contingent	guarantees	for	premium	payments	owed	by	clients	to	certain	insurance	companies.	Costs	associated	with	these	guarantees,	to the	extent	estimable	and	probable,	are	provided	in	Aon's	allowance	for	doubtful	accounts.	The	maximum	exposure	with	respect	to	such	contractual	contingent	guarantees was	approximately	$7	million	at	December	31,	2010.

								Aon	expects	that	as	prudent	business	interests	dictate,	additional	guarantees	and	indemnifications	may	be	issued	from	time	to	time.

# 19.		Segment	Information

								Aon	classifies	its	businesses	into	two	operating	segments:	Risk	Solutions	(formerly	Risk	and	Insurance	Brokerage	Services)	and	HR	Solutions	(formerly Consulting).	Unallocated	income	and	expenses,	when	combined	with	the	operating	segments	and	after	the	elimination	of	intersegment	revenues	and	expenses,	total	to	the amounts	in	the	Consolidated	Financial	Statements.

								Operating	segments	have	been	determined	using	a	management	approach,	which	is	consistent	with	the	basis	and	manner	in	which	Aon's	chief	operating	decision maker	uses	financial	information	for	the	purposes	of	allocating	resources	and	evaluating	performance.	Aon	evaluates	performance	based	on	stand-alone	operating segment	operating	income	and	generally	accounts	for	intersegment	revenue	as	if	the	revenue	were	from	third	parties	and	at	what	management	believes	are	current market	prices.

								Risk	Solutions	acts	as	an	advisor	and	insurance	and	reinsurance	broker,	helping	clients	manage	their	risks,	via	consultation,	as	well	as	negotiation	and	placement	of insurance	risk	with	insurance	carriers	through	Aon's	global	distribution	network.

								HR	Solutions	partners	with	organizations	to	solve	their	most	complex	benefits,	talent	and	related	financial	challenges,	and	improve	business	performance	by designing,	implementing,	communicating	and	administering	a	wide	range	of	human	capital,	retirement,	investment	management,	health	care,	compensation	and	talent management	strategies.

								Aon's	total	revenue	is	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Risk\tSolutions | $6,423 | $6,305 | $6,197 |
| HR\tSolutions | 2,111 | 1,267 | 1,356 |
| Intersegment\telimination | (22) | (26) | (25) |
| Total\toperating\tsegments | 8,512 | 7,546 | 7,528 |
| Unallocated | — | 49 | — |
| Total\trevenue | $8,512 | $7,595 | $7,528 |

								Commissions,	fees	and	other	revenues	by	product	are	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Retail\tbrokerage | $4,925 | $4,747 | $5,028 |
| Reinsurance\tbrokerage | 1,444 | 1,485 | 1,001 |
| Total\tRisk\tSolutions\tSegment | 6,369 | 6,232 | 6,029 |
| Consulting\tservices | 1,387 | 1,075 | 1,139 |
| Outsourcing | 731 | 191 | 214 |
| Intrasegment | (8) | — | — |
| Total\tHR\tSolutions\tSegment | 2,110 | 1,266 | 1,353 |
| Intersegment | (22) | (26) | (25) |
| Unallocated | — | 49 | — |
| Total\tcommissions,\tfees\tand\tother\trevenue | $8,457 | $7,521 | $7,357 |

								Fiduciary	investment	income	by	segment	is	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Risk\tSolutions | $54 | $73 | $168 |
| HR\tSolutions | 1 | 1 | 3 |
| Total\tfiduciary\tinvestment\tincome | $55 | $74 | $171 |

								A	reconciliation	of	segment	operating	income	before	tax	to	income	from	continuing	operations	before	income	taxes	is	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Risk\tSolutions | $1,194 | $900 | $846 |
| HR\tSolutions | 234 | 203 | 208 |
| Unallocated\trevenue | — | 49 | — |
| Unallocated\texpenses | (202) | (131) | (114) |
| Operating\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 1,226 | 1,021 | 940 |
| Interest\tincome | 15 | 16 | 64 |
| Interest\texpense | (182) | (122) | (126) |
| Other\tincome | — | 34 | 1 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | $1,059 | $949 | $879 |

								Unallocated	revenue	consists	of	revenue	from	the	Company's	equity	ownership	in	investments.

								Unallocated	expenses	include	administrative	or	other	costs	not	attributable	to	the	operating	segments,	such	as	corporate	governance	costs	and	the	costs	associated with	corporate	investments.	Interest	income	represents	income	earned	primarily	on	operating	cash	balances	and	miscellaneous	income	producing	securities.	Interest expense	represents	the	cost	of	worldwide	debt	obligations.

								Other	income	primarily	consists	of	equity	earnings	and	realized	gains	(losses)	on	the	sale	of	investments,	disposal	of	businesses	and	extinguishment	of	debt.	It	also includes	hedging	losses	related	to	the	Benfield	acquisition	in	2008.

								Revenues	are	generally	attributed	to	geographic	areas	based	on	the	location	of	the	resources	producing	the	revenues.	Intercompany	revenues	and	expenses	are eliminated	in	computing	consolidated	revenues	and	operating	expenses.

								Consolidated	revenue	by	geographic	area	is	as	follows	(in	millions):

| Years	ended	December	31 | Total | United<br>States | Americas<br>other	than<br>U.S. | United<br>Kingdom | Europe,<br>Middle	East,<br>&amp;	Africa | Asia<br>Pacific |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2010 | $8,512 | $3,400 | $978 | $1,322 | $2,035 | $777 |
| 2009 | 7,595 | 2,789 | 905 | 1,289 | 1,965 | 647 |
| 2008 | 7,528 | 2,656 | 850 | 1,281 | 2,093 | 648 |

# 								Consolidated	long-lived	assets	by	geographic	area	are	as	follows	(in	millions):

| Years	ended	December	31 | Total | United<br>States | Americas<br>other	than<br>U.S. | United<br>Kingdom | Europe,<br>Middle	East,<br>&amp;	Africa | Asia<br>Pacific |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2010 | $14,158 | $9,135 | $503 | $1,532 | $2,426 | $562 |
| 2009 | 8,088 | 3,810 | 400 | 1,157 | 2,298 | 423 |

								A	reconciliation	of	segment	assets	to	Aon's	total	assets	is	as	follows	(in	millions):

| Years	ended	December	31 | 2010 | 2009 |
| :--- | :--- | :--- |
| Risk\tSolutions | $13,475 | $14,570 |
| HR\tSolutions | 1,532 | 368 |
| Unallocated | 13,975 | 8,020 |
| Total\tassets | $28,982 | $22,958 |

# 20.		Quarterly	Financial	Data	(Unaudited)

								Selected	quarterly	financial	data	for	the	years	ended	December	31,	2010	and	2009	are	as	follows	(in	millions,	except	per	share	data):

|  | 1Q | 2Q | 3Q | 4Q | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| INCOME\tSTATEMENT\tDATA |  |  |  |  |  |
| Commissions,\tfees\tand\tother\trevenue | $1,891 | $1,883 | $1,786 | $2,897 | $8,457 |
| Fiduciary\tinvestment\tincome | 13 | 15 | 15 | 12 | 55 |
| Total\trevenue | $1,904 | $1,898 | $1,801 | $2,909 | $8,512 |
| Operating\tincome | $273 | $268 | $263 | $422 | $1,226 |
| Income\tfrom\tcontinuing\toperations | $186 | $184 | $147 | $242 | $759 |
| Loss\tfrom\tdiscontinued\toperations | — | (26) | — | (1) | (27) |
| Net\tincome | 186 | 158 | 147 | 241 | 732 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 8 | 5 | 3 | 10 | 26 |
| Net\tincome\tattributable\tto\tAon\tstockholders | $178 | $153 | $144 | $231 | $706 |
| PER\tSHARE\tDATA |  |  |  |  |  |
| Basic: |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.65 | $0.64 | $0.52 | $0.68 | $2.50 |
| Loss\tfrom\tdiscontinued\toperations | — | (0.09) | — | — | (0.09) |
| Net\tincome | $0.65 | $0.55 | $0.52 | $0.68 | $2.41 |
| Diluted: |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.63 | $0.63 | $0.51 | $0.67 | $2.46 |
| Loss\tfrom\tdiscontinued\toperations | — | (0.09) | — | — | (0.09) |
| Net\tincome | $0.63 | $0.54 | $0.51 | $0.67 | $2.37 |
| COMMON\tSTOCK\tDATA |  |  |  |  |  |
| Dividends\tpaid\tper\tshare | $0.15 | $0.15 | $0.15 | $0.15 | $0.60 |
| Price\trange: |  |  |  |  |  |
| High | $43.16 | $44.34 | $40.08 | $46.24 | $46.24 |
| Low | $37.33 | $37.06 | $35.10 | $38.72 | $35.10 |
| Shares\toutstanding | 269.4 | 269.7 | 270.9 | 332.3 | 332.3 |
| Average\tmonthly\ttrading\tvolume | 37.2 | 38.7 | 80.3 | 54.4 | 52.7 |

|  | 1Q | 2Q | 3Q | 4Q | 2009 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| INCOME\tSTATEMENT\tDATA |  |  |  |  |  |
| Commissions,\tfees\tand\tother\trevenue | $1,821 | $1,863 | $1,778 | $2,059 | $7,521 |
| Fiduciary\tinvestment\tincome | 25 | 19 | 16 | 14 | 74 |
| Total\trevenue | $1,846 | $1,882 | $1,794 | $2,073 | $7,595 |
| Operating\tincome | $366 | $220 | $194 | $241 | $1,021 |
| Income\tfrom\tcontinuing\toperations | $235 | $153 | $131 | $162 | $681 |
| Income\tfrom\tdiscontinued\toperations | 50 | 2 | 3 | 56 | 111 |
| Net\tincome | 285 | 155 | 134 | 218 | 792 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 5 | 6 | 14 | 20 | 45 |
| Net\tincome\tattributable\tto\tAon\tstockholders | $280 | $149 | $120 | $198 | $747 |
| PER\tSHARE\tDATA |  |  |  |  |  |
| Basic: |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.81 | $0.52 | $0.41 | $0.51 | $2.25 |
| Income\tfrom\tdiscontinued\toperations | 0.18 | — | 0.01 | 0.20 | 0.39 |
| Net\tincome | $0.99 | $0.52 | $0.42 | $0.71 | $2.64 |
| Diluted: |  |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.79 | $0.50 | $0.40 | $0.49 | $2.19 |
| Income\tfrom\tdiscontinued\toperations | 0.17 | 0.01 | 0.01 | 0.20 | 0.38 |
| Net\tincome | $0.96 | $0.51 | $0.41 | $0.69 | $2.57 |
| COMMON\tSTOCK\tDATA |  |  |  |  |  |
| Dividends\tpaid\tper\tshare | $0.15 | $0.15 | $0.15 | $0.15 | $0.60 |
| Price\trange: |  |  |  |  |  |
| High | $46.19 | $42.50 | $42.92 | $42.32 | $46.19 |
| Low | $35.78 | $34.81 | $36.36 | $36.81 | $34.81 |
| Shares\toutstanding | 276.8 | 274.5 | 273.9 | 266.2 | 266.2 |
| Average\tmonthly\ttrading\tvolume | 83.6 | 85.7 | 52.8 | 47.8 | 67.5 |

# Item	9.				Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure.

# Item	9A.				Controls	and	Procedures.

# Evaluation	of	Disclosure	Controls	and	Procedures

								We	have	conducted	an	evaluation	of	the	effectiveness	of	the	design	and	operation	of	our	disclosure	controls	and	procedures,	as	defined	in	Rules	13a-15(e)	and	15d- 15(e)	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act")	as	of	the	end	of	the	period	covered	by	this	annual	report	of	December	31,	2010. Based	on	this	evaluation,	our	chief	executive	officer	and	chief	financial	officer	concluded	as	of	December	31,	2010	that	our	disclosure	controls	and	procedures	were effective	such	that	the	information	relating	to	Aon,	including	our	consolidated	subsidiaries,	required	to	be	disclosed	in	our	SEC	reports	is	recorded,	processed, summarized	and	reported	within	the	time	periods	specified	in	SEC	rules	and	forms,	and	is	accumulated	and	communicated	to	Aon's	management,	including	our	chief executive	officer	and	chief	financial	officer,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

# Management's	Report	on	Internal	Control	Over	Financial	Reporting

								Management	of	Aon	Corporation	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	as	defined	in	Rules	13a-15(f)	and 15d-15(f)	under	the	Exchange	Act.	The	Company's	internal	control	over	financial	reporting	is	designed	to	provide	reasonable	assurance	regarding	the	reliability	of financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	U.S.	generally	accepted	accounting	principles.	Because	of	its inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness	to	future periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures may	deteriorate.

								Under	the	supervision	and	with	the	participation	of	our	senior	management,	including	our	chief	executive	officer	and	chief	financial	officer,	we	assessed	the effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2010.	In	making	this	assessment,	we	used	the	criteria	set	forth	by	the	Committee	of Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	the	Internal	Control-Integrated	Framework.	Based	on	this	assessment,	management	has	concluded our	internal	control	over	financial	reporting	is	effective	as	of	December	31,	2010.

								The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2010	has	been	audited	by	Ernst	&	Young	LLP,	the	Company's	independent registered	public	accounting	firm,	as	stated	in	their	report	titled	"Report	of	Independent	Registered	Public	Accounting	Firm	on	Internal	Control	Over	Financial Reporting."

# Changes	in	Internal	Control	Over	Financial	Reporting

								During	the	first	quarter	2010,	the	Company	commenced	a	review	and	subsequent	project	to	replace	and	upgrade	certain	core	financial	systems.	These	financial system	enhancements	and	related	processes	are	expected	to	result	in	modifications	to	the	Company's	internal	controls	principally	in	Europe,	Middle	East	and	Africa	and Latin	America,	supporting	financial	transaction	processing	and	reporting.	The	implementation	of	these	changes	to	software	and	systems	was	executed	in	phases throughout	2010	and	will	continue	throughout	2011.	Other	than	this	change,	no	changes	in	Aon's	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	of the	Exchange	Act)	occurred	during	2010	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	Aon's	internal	control	over	financial	reporting.

# Report	of	Independent	Registered	Public	Accounting	Firm	on	Internal	Control	Over	Financial	Reporting

								We	have	audited	Aon	Corporation's	internal	control	over	financial	reporting	as	of	December	31,	2010,	based	on	criteria	established	in	Internal	Control	— Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(the	COSO	criteria).	Aon	Corporation's	management	is responsible	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting included	in	the	accompanying	Management's	Report	on	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	the	Company's	internal control	over	financial	reporting	based	on	our	audit.

								We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design	and operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe that	our	audit	provides	a	reasonable	basis	for	our	opinion.

								A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

								Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions	or	that	the	degree	of	compliance	with	the policies	or	procedures	may	deteriorate.

								In	our	opinion,	Aon	Corporation	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2010,	based	on	the COSO	criteria.

								We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	statements	of financial	position	of	Aon	Corporation	as	of	December	31,	2010	and	2009,	and	the	related	consolidated	statements	of	income,	stockholders'	equity	and	cash	flows	for each	of	the	three	years	in	the	period	ended	December	31,	2010	and	our	report	dated	February	25,	2011	expressed	an	unqualified	opinion	thereon.

# Item	9B.				Other	Information.

# PART	III

# Item	10.				Directors,	Executive	Officers	and	Corporate	Governance.

								Information	relating	to	Aon's	Directors	is	set	forth	under	the	heading	"Proposal	1	—	Election	of	Directors"	in	our	Proxy	Statement	for	the	2011	Annual	Meeting	of Stockholders	to	be	held	on	May	20,	2011	(the	"Proxy	Statement")	and	is	incorporated	herein	by	reference	from	the	Proxy	Statement.	Information	relating	to	the executive	officers	of	Aon	is	set	forth	in	Part	I	of	this	Form	10-K	and	is	incorporated	by	reference.	Information	relating	to	compliance	with	Section	16(a)	of	the	Exchange Act	is	incorporated	by	reference	from	the	discussion	under	the	heading	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	in	the	Proxy	Statement.	The remaining	information	called	for	by	this	item	is	incorporated	herein	by	reference	to	the	information	under	the	heading	"Corporate	Governance"	and	the	information under	the	heading	"Board	of	Directors	and	Committees"	in	the	Proxy	Statement.

# Item	11.				Executive	Compensation.

								Information	relating	to	director	and	executive	officer	compensation	is	set	forth	under	the	headings	"Compensation	Committee	Report,"	and	"Executive Compensation"	in	the	Proxy	Statement,	and	all	such	information	is	incorporated	herein	by	reference.

								The	material	incorporated	herein	by	reference	to	the	information	set	forth	under	the	heading	"Compensation	Committee	Report"	in	the	Proxy	Statement	shall	be deemed	furnished,	and	not	filed,	in	this	Form	10-K	and	shall	not	be	deemed	incorporated	by	reference	into	any	filing	under	the	Securities	Act	of	1933,	as	amended,	or the	Exchange	Act	as	a	result	of	this	furnishing,	except	to	the	extent	that	it	is	specifically	incorporated	by	reference	by	Aon.

								Information	relating	to	compensation	committee	interlocks	and	insider	participation	is	incorporated	by	reference	to	the	information	under	the	heading	"Board	of Directors	and	Committees"	in	the	Proxy	Statement.

# Item	12.				Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters.

								Information	relating	to	equity	compensation	plans	and	the	security	ownership	of	certain	beneficial	owners	and	management	of	Aon's	common	stock	is	set	forth under	the	headings	"Equity	Compensation	Plan	Information",	"Principal	Holders	of	Voting	Securities"	and	"Security	Ownership	of	Certain	Beneficial	Owners	and Management"	in	the	Proxy	Statement	and	all	such	information	is	incorporated	herein	by	reference.

# Item	13.				Certain	Relationships	and	Related	Transactions,	and	Director	Independence.

								Aon	hereby	incorporates	by	reference	the	information	under	the	headings	"Corporate	Governance	—	Director	Independence"	and	"Certain	Relationships	and Related	Transactions"	in	the	Proxy	Statement.

# Item	14.				Principal	Accountant	Fees	and	Services.

								Information	required	by	this	Item	is	included	under	the	caption	"Proposal	2	—	Ratification	of	Appointment	of	Independent	Registered	Public	Accounting	Firm"	in the	Proxy	Statement	and	is	hereby	incorporated	by	reference.

# PART	IV

# Item	15.				Exhibits	and	Financial	Statement	Schedules.

(a) (1)	and	(2).	The	following	documents	have	been	included	in	Part	II,	Item	8.

Report	of	Ernst	&	Young	LLP,	Independent	Registered	Public	Accounting	Firm,	on	Financial	Statements Consolidated	Statements	of	Financial	Position	—	As	of	December	31,	2010	and	2009 Consolidated	Statements	of	Income	—	Years	Ended	December	31,	2010,	2009	and	2008 Consolidated	Statements	of	Stockholders'	Equity	—	Years	Ended	December	31,	2010,	2009	and	2008 Consolidated	Statements	of	Cash	Flows	—	Years	Ended	December	31,	2010,	2009	and	2008 Notes	to	Consolidated	Financial	Statements

								The	following	document	has	been	included	in	Part	II,	Item	9.

Report	of	Ernst	&	Young	LLP,	Independent	Registered	Public	Accounting	Firm,	on	Internal	Control	over	Financial	Reporting

								All	schedules	for	the	Registrant	and	consolidated	subsidiaries	have	been	omitted	because	the	required	information	is	not	present	in	amounts	sufficient	to	require submission	of	the	schedules	or	because	the	information	required	is	included	in	the	respective	financial	statements	or	notes	thereto.

# (a)(3).				List	of	Exhibits	(numbered	in	accordance	with	Item	601	of	Regulation	S-K)

# 				Plan	of	Acquisition,	Reorganization,	Arrangement,	Liquidation	or	Succession.

2.1.* Purchase	Agreement	dated	as	of	June	30,	2006	between	Aon	Corporation	("Aon")	and	Warrior	Acquisition	Corp.	—	incorporated	by	reference	to Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	on	July	3,	2006.

2.2.* Limited	Guarantee	of	Onex	Partners	II,	L.P.	dated	June	30,	2006	with	respect	to	the	Purchase	Agreement	dated	June	30,	2006	between	Aon	and Warrior	Acquisition	Corp.	—	incorporated	by	reference	to	Exhibit	2.2	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30, 2006.

2.3.* Agreement	and	Plan	of	Merger	dated	as	of	July	16,	2001	among	Aon,	Ryan	Holding	Corporation	of	Illinois,	Ryan	Enterprises	Corporation	of Illinois,	Holdco	#1,	Inc.,	Holdco	#2,	Inc.,	Patrick	G.	Ryan,	Shirley	W.	Ryan	and	the	stockholders	of	Ryan	Holding	Corporation	of	Illinois	and	of Ryan	Enterprises	Corporation	of	Illinois	set	forth	on	the	signature	pages	thereto	—	incorporated	by	reference	to	Exhibit	99.2	(Exhibit	II)	of Schedule	13D	(File	Number	005-32053)	filed	on	July	17,	2001.

2.4.* Stock	Purchase	Agreement	dated	as	of	December	14,	2007	between	Aon	and	ACE	Limited	—	incorporated	by	reference	to	Exhibit	2.4	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

2.5.* Stock	Purchase	Agreement	dated	as	of	December	14,	2007	between	Aon	and	Munich-American	Holding	Corporation	—	incorporated	by reference	to	Exhibit	2.5	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

2.6.* Announcement	dated	August	22,	2008	of	Aon	Corporation	and	Benfield	Group	Limited	—	incorporated	by	reference	to	Exhibit	2.1	to	Aon's Current	Report	on	Form	8-K	filed	with	the	Securities	and	Exchange	Commission	on	August	22,	2008.

2.7.* Implementation	Agreement	dated	August	22,	2008	between	Aon	Corporation	and	Benfield	Group	Limited	—	incorporated	by	reference	to Exhibit	2.2	to	Aon's	Current	Report	on	Form	8-K	filed	with	the	Securities	and	Exchange	Commission	on	August	22,	2008.

2.8.* Agreement	and	Plan	of	Merger	dated	as	of	July	11,	2010	among	Aon	Corporation,	Alps	Merger	Corp.,	Alps	Merger	LLC	and	Hewitt Associates,	Inc.	—	incorporated	by	reference	to	Exhibit	2.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	July	12,	2010.

# 				Articles	of	Incorporation	and	By-Laws.

3.1.* Second	Restated	Certificate	of	Incorporation	of	Aon	Corporation	—	incorporated	by	reference	to	Exhibit	3(a)	to	Aon's	Annual	Report	on Form	10-K	for	the	year	ended	December	31,	1991.

3.2.* Certificate	of	Amendment	of	Aon's	Second	Restated	Certificate	of	Incorporation	—	incorporated	by	reference	to	Exhibit	3	to	Aon's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	March	31,	1994.

3.3.* Certificate	of	Amendment	of	Aon's	Second	Restated	Certificate	of	Incorporation	—	incorporated	by	reference	to	Exhibit	3	to	Aon's	Current Report	on	Form	8-K	filed	on	May	9,	2000.

3.4.* Amended	and	Restated	Bylaws	of	Aon	Corporation	—	incorporated	by	reference	to	Exhibit	3.4	to	Aon's	Annual	Report	on	Form	10K	for	the year	ended	December	31,	2008.

# 				Instruments	Defining	the	Rights	of	Security	Holders,	Including	Indentures.

4.1.* Junior	Subordinated	Indenture	dated	as	of	January	13,	1997	between	Aon	and	The	Bank	of	New	York,	as	Trustee	—	incorporated	by	reference	to Exhibit	4.1	to	Aon's	Registration	Statement	on	Form	S-4	(File	No.	333-21237)	filed	on	February	6,	1997	(the	"Capital	Securities	Registration").

4.2.* First	Supplemental	Indenture	dated	as	of	January	13,	1997	between	Aon	and	The	Bank	of	New	York,	as	Trustee	—	incorporated	by	reference	to Exhibit	4.2	to	the	Capital	Securities	Registration.

4.3.* Certificate	of	Trust	of	Aon	Capital	A	—	incorporated	by	reference	to	Exhibit	4.3	to	the	Capital	Securities	Registration.

4.4.* Amended	and	Restated	Trust	Agreement	of	Aon	Capital	A	dated	as	of	January	13,	1997	among	Aon,	as	Depositor,	The	Bank	of	New	York,	as Property	Trustee,	The	Bank	of	New	York	(Delaware),	as	Delaware	Trustee,	the	Administrative	Trustees	named	therein	and	the	holders,	from	time to	time,	of	the	Capital	Securities	—	incorporated	by	reference	to	Exhibit	4.5	to	the	Capital	Securities	Registration.

4.5.* Capital	Securities	Guarantee	Agreement	dated	as	of	January	13,	1997	between	Aon	and	The	Bank	of	New	York,	as	Guarantee	Trustee	— incorporated	by	reference	to	Exhibit	4.8	to	the	Capital	Securities	Registration.

4.6.* Capital	Securities	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	&	Co. Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.10	to	the	Capital	Securities	Registration.

4.7.* Debenture	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	&	Co. Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.11	to	the	Capital	Securities	Registration.

4.8.* Guarantee	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	&	Co. Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.12	to	the	Capital	Securities	Registration.

4.9.* Indenture	dated	as	of	December	31,	2001	between	Private	Equity	Partnership	Structures	I,	LLC,	as	issuer,	and	The	Bank	of	New	York,	as Trustee,	Custodian,	Calculation	Agent,	Note	Registrar,	Transfer	Agent	and	Paying	Agent	—	incorporated	by	reference	to	Exhibit	4(i)	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2001.

4.10.* Indenture	dated	as	of	December	16,	2002	between	Aon	and	The	Bank	of	New	York,	as	Trustee	(including	form	of	note)	—	incorporated	by reference	to	Exhibit	4(a)	to	Aon's	Registration	Statement	on	Form	S-4	(File	No.	333-103704)	filed	on	March	10,	2003.

4.11.* Registration	Rights	Agreement	dated	as	of	December	16,	2002	between	Aon	and	Salomon	Smith	Barney	Inc.,	Credit	Suisse	First	Boston Corporation,	BNY	Capital	Markets,	Inc.	and	Wachovia	Securities,		Inc.	—	incorporated	by	reference	to	Exhibit	4(b)	to	Aon's	Registration Statement	on	Form	S-4	(File	No.	333-103704)	filed	on	March	10,	2003.

4.12.* Indenture	dated	as	of	April	12,	2006	among	Aon	Finance	N.S.1,	ULC,	Aon	and	Computershare	Trust	Company	of	Canada,	as	Trustee	— incorporated	by	reference	to	Exhibit	4.1	to	the	Current	Report	on	Form	8-K	filed	on	April	18,	2006.

4.13.* Trust	Deed,	dated	July	1,	2009,	between	Aon	Financial	Services	Luxembourg	S.A.,	Aon	Corporation	and	BNY	Corporate	Trustee	Services Limited	—	incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	July	1,	2009.

4.14.* Indenture,	dated	as	of	September	10,	2010,	between	the	Company	and	The	Bank	of	New	York	Mellon	Trust	Company,	National	Association,	as trustee	—	incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	September	10,	2010.

# 		Material	Contracts.

10.2.* Escrow	Agreement	dated	as	of	July	16,	2001	among	Aon,	Patrick	G.	Ryan,	Shirley	W.	Ryan,	Patrick	G.	Ryan,	Jr.,	Robert	J.W.	Ryan,	the	Corbett M.	W.	Ryan	Living	Trust	dated	July	13,	2001,	the	Patrick	G.	Ryan	Living	Trust	dated	July	10,	2001,	the	Shirley	W.	Ryan	Living	Trust	dated July	10,	2001,	the	2001	Ryan	Annuity	Trust	dated	April	20,	2001	and	the	Family	GST	Trust	under	the	PGR	2000	Trust	dated	November	22, 2000	and	American	National	Bank	and	Trust	Company	of	Chicago,	as	Escrow	Agent	—	incorporated	by	reference	to	Exhibit	99.4	(Exhibit	IV)	of Schedule	13D	(File	Number	005-32053)	filed	on	July	17,	2001.

10.3.* Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of	New	York,	the	Attorney General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Division	of	Insurance,	Illinois	Department	of	Financial	and Professional	Regulation	and	Aon	and	its	subsidiaries	and	affiliates	dated	March	4,	2005	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's Current	Report	on	Form	8-K	filed	March	7,	2005.	(Superseded	and	replaced	on	February	11,	2010	by	the	Amended	and	Restated	Agreement listed	as	Exhibit	10.10	below.)

10.4.* Amendment	No.	1	to	Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of	New York,	the	Attorney	General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Division	of	Insurance,	Illinois Department	of	Financial	and	Professional	Regulation	and	Aon	Corporation	and	its	subsidiaries	and	affiliates	dated	March	4,	2005	— incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008.	(Superseded	and	replaced on	February	11,	2010	by	the	Amended	and	Restated	Agreement	listed	as	Exhibit	10.10	below.)

10.6.* Amendment	No.	3	to	Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of	New York,	the	Attorney	General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Division	of	Insurance,	Illinois Department	of	Financial	and	Professional	Regulation	and	Aon	Corporation	and	its	subsidiaries	and	affiliates	dated	March	4,	2005	— incorporated	by	reference	to	Exhibit	10.3	to	Aon's	Current	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008.	(Superseded	and	replaced on	February	11,	2010	by	the	Amended	and	Restated	Agreement	listed	as	Exhibit	10.10	below.)

10.9.* Amendment	No.	6	to	Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of	New York,	the	Attorney	General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Division	of	Insurance,	Illinois Department	of	Financial	and	Professional	Regulation	and	Aon	Corporation	and	its	subsidiaries	and	affiliates	dated	March	4,	2005	— incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	June	6,	2008.	(Superseded	and	replaced	on	February	11, 2010	by	the	Amended	and	Restated	Agreement	listed	as	Exhibit	10.10	below.)

10.10.* Amended	and	Restated	Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of	New York,	the	Attorney	General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Illinois	Department	of	Insurance,	and Aon	Corporation	and	its	subsidiaries	and	affiliates	effective	as	of	February	11,	2010	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's Current	Report	on	Form	8-K	filed	on	February	16,	2010.	(Supersedes	and	replaces	each	of	the	agreements	listed	as	Exhibits	10.3	through	10.9 above.).

10.11.* Debt	Commitment	Letter,	dated	as	of	July	11,	2010,	among	Aon	Corporation,	Credit	Suisse	Securities	(USA)	LLC,	Credit	Suisse	AG,	Cayman Islands	Branch	and	Morgan	Stanley	Senior	Funding,	Inc.	—	incorporated	by	reference	to	Exhibit	2.1	to	Aon's	Current	Report	on	Form	8-K	filed on	July	12,	2010.

10.12.* Three-Year	Term	Credit	Agreement,	dated	as	of	August	13,	2010,	among	Aon	Corporation,	Credit	Suisse	AG,	as	administrative	agent,	the lenders	party	thereto,	Morgan	Stanley	Senior	Funding,	Inc.,	as	syndication	agent,	Bank	of	America,	N.A.,	Deutsche	Bank	Securities	Inc.	and RBS	Securities	Inc.,	as	co-documentation	agents,	Credit	Suisse	Securities	(USA)	LLC	and	Morgan	Stanley	Senior	Funding,	Inc.,	as	joint	lead arrangers	and	joint	bookrunners,	and	Bank	of	America,	N.A.,	Deutsche	Bank	Securities	Inc.	and	RBS	Securities	Inc.	as	co-arrangers	— incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	August	16,	2010.

10.13.* Senior	Bridge	Term	Loan	Credit	Agreement,	dated	as	of	August	13,	2010,	among	Aon	Corporation,	Credit	Suisse	AG,	as	administrative	agent, the	lenders	party	thereto,	Morgan	Stanley	Senior	Funding,	Inc.,	as	syndication	agent,	Bank	of	America,	N.A.,	Deutsche	Bank	Securities	Inc.	and RBS	Securities	Inc.,	as	co-documentation	agents,	Credit	Suisse	Securities	(USA)	LLC	and	Morgan	Stanley	Senior	Funding,	Inc.,	as	joint	lead arrangers	and	joint	bookrunners,	and	Bank	of	America,	N.A.,	Deutsche	Bank	Securities	Inc.	and	RBS	Securities	Inc.	as	co-arrangers	— incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	August	16,	2010.

10.14.* $400,000,000	Three-Year	Credit	Agreement	dated	as	of	December	4,	2009	among	Aon	Corporation,	Citibank,	N.A.	as	Administrative	Agent,	JP Morgan	Chase	Bank,	N.A.,	as	Syndication	Agent,	and	the	lenders	party	thereto	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current Report	on	Form	8-K	filed	on	December	19,	2009.

10.15.* Amendment	No.	1	to	the	Credit	Agreement,	dated	as	of	December	4,	2009,	among	Aon,	Citibank,	N.A.,	as	administrative	agent,	JP	Morgan Chase	Bank,	N.A.,	as	syndication	agent,	and	the	lenders	party	thereto,	among	Aon	Corporation,	Citibank,	N.A.,	as	administrative	agent,	and	the lenders	party	thereto,	dated	as	of	August	13,	2010	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on August	16,	2010.

10.16.* Facility	Agreement	—	Amendment	Request	Letter	dated	as	of	August	26,	2010,	to	€650	million	Facility	Agreement	dated	February	7,	2005 among	Aon	Corporation,	Citibank	International	plc,	as	Agent,	and	the	lenders	and	other	parties	listed	therein,	as	agent	—	incorporated	by reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	August	27,	2010.	(The	€650	million	Facility	Agreement	dated February	7,	2005	among	Aon,	Citibank	International	plc,	as	Agent,	and	the	lenders	and	other	parties	listed	therein,	as	agent	has	since	terminated and	been	replaced	by	Exhibit	10.17	below.)

10.17.* €650,000,000	Facility	Agreement	dated	October	15,	2010	between	Aon	Corporation,	certain	subsidiaries	of	Aon	Corporation	as	original borrowers,	Citigroup	Global	Markets	Limited,	ING	Bank	N.V.	and	Barclays	Capital,	collectively	serving	as	Arranger,	the	financial	institutions from	time	to	time	parties	thereto	as	lenders,	and	Citibank	International	plc	as	Agent	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current Report	on	Form	8-K	filed	on	October	18,	2010.

10.18.*# Aon	Corporation	Outside	Director	Deferred	Compensation	Agreement	by	and	among	Aon	and	Registrant's	directors	who	are	not	salaried employees	of	Aon	or	Registrant's	affiliates	—	incorporated	by	reference	to	Exhibit	10(d)	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	1999.

10.19.*# Aon	Corporation	Outside	Director	Deferred	Compensation	Plan	—	incorporated	by	reference	to	Exhibit	10.9	to	Aon's	Annual	Report	on Form	10-K	for	the	year	ended	December	31,	2007.

10.20.*# Aon	Corporation	Outside	Director	Corporate	Bequest	Plan	(as	amended	and	restated	effective	January	1,	2010)	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2010.

10.21.*# Aon	Corporation	Non-Employee	Directors'	Deferred	Stock	Unit	Plan	—	incorporated	by	reference	to	Exhibit	10.2	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	June	30,	2006.

10.22.*# Aon	Corporation	1994	Amended	and	Restated	Outside	Director	Stock	Award	Plan	—	incorporated	by	reference	to	Exhibit	10(b)	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	1995.

10.23.*# Aon	Corporation	Outside	Director	Stock	Award	and	Retirement	Plan	(as	amended	and	restated	effective	January	1,	2003)	and	First	Amendment to	Aon	Corporation	Outside	Director	Stock	Award	and	Retirement	Plan	(as	amended	and	restated	effective	January	1,	2003)	—	incorporated	by reference	to	Exhibit	10.12	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.24.*# Second	Amendment	to	the	Aon	Corporation	Outside	Directors	Stock	Award	and	Retirement	Plan	—	incorporated	by	reference	to	Exhibit	10.3	to Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2006.

10.25.*# Senior	Officer	Incentive	Compensation	Plan,	as	amended	and	restated	—	incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on Form	8-K	filed	on	May	24,	2006.

10.26.*# Aon	Stock	Incentive	Plan,	as	amended	and	restated	—	incorporated	by	reference	to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K	filed	on May	24,	2006.

10.27.*# First	Amendment	to	the	Amended	and	Restated	Aon	Stock	Incentive	Plan	—	incorporated	by	reference	to	Exhibit	10(au)	to	Aon's	Annual	Report on	Form	10-K	for	the	year	ended	December	31,	2006.

10.29.*# Aon	Stock	Award	Plan	(as	amended	and	restated	through	February	2000)	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's	Quarterly	Report on	Form	10-Q	for	the	quarter	ended	June	30,	2000.

10.30.*# First	Amendment	to	the	Aon	Stock	Award	Plan	(as	amended	and	restated	through	2000)	—	incorporated	by	reference	to	Exhibit	10(as)	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

10.31.*# Form	of	Restricted	Stock	Unit	Agreement	—	incorporated	by	reference	to	Exhibit	10.20	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2007.

10.32.*# Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	1997.

10.33.*# First	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	1999.

10.34.*# Second	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	99.D(3)	to Aon's	Schedule	TO	(File	Number	005-32053)	filed	on	August	15,	2007.

10.35.*# Third	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(at)	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

10.36.*# Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by	reference	to	Exhibit	4.6	on Aon's	Registration	Statement	on	Form	S-8	(File	Number	333-106584)	filed	on	June	27,	2003.

10.37.*# First	Amendment	to	Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by	reference to	Exhibit	10.26	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.38.*# Seventh	Amendment	to	the	Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by reference	to	Exhibit	10.27	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.39.*# Form	of	Severance	Agreement,	as	amended	on	September	19,	2008	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	September	30,	2008.

10.40.*# Form	of	Indemnification	Agreement	for	Directors	and	Officers	of	Aon	Corporation	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current Report	on	Form	8-K	filed	on	February	5,	2009.

10.41.*# Aon	Corporation	Executive	Special	Severance	Plan	—	incorporated	by	reference	to	Exhibit	10(aa)	to	Aon's	Annual	Report	on	Form	10-K	for	the year	ended	December	31,	2004.

10.42.*# Aon	Corporation	Excess	Benefit	Plan	and	the	following	amendments	to	the	Aon	Corporation	Excess	Benefit	Plan:	First	Amendment,	Second Amendment,	Third	Amendment,	Fifth	Amendment	(repealing	4 	Amendment),	Sixth	Amendment	(amending	Section	4.1),	Sixth	Amendment th (amending	Article	VII),	and	the	Eighth	Amendment	—	incorporated	by	reference	to	Exhibit	10.30	to	Aon's	Annual	Report	on	Form	10-K	for	the year	ended	December	31,	2007.

10.43.*# First	Amendment	to	the	Amended	and	Restated	Aon	Corporation	Excess	Benefit	Plan	—	incorporated	by	reference	to	Exhibit	10.2	to	Aon's Current	Report	on	Form	8-K	filed	on	February	5,	2009.

10.44.*# Form	of	Amendment	to	Stock	Option	Award	Agreement	between	Aon	Corporation	and	Patrick	G.	Ryan	(2000	Award)	—	incorporated	by reference	to	Exhibit	99.1	to	the	Current	Report	on	Form	8-K	filed	on	August	15,	2007.

10.45.*# Form	of	Amendment	to	Stock	Option	Award	Agreement	between	Aon	Corporation	and	Patrick	G.	Ryan	(2002	Award)	—	incorporated	by reference	to	Exhibit	99.2	to	the	Current	Report	on	Form	8-K	filed	on	August	15,	2007.

10.46.*# Employment	Agreement	dated	April	4,	2005	between	Aon	and	Gregory	C.	Case	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2005.

10.47.*# Amended	and	Restated	Employment	Agreement	dated	as	of	November	13,	2009	between	Aon	and	Gregory	C.	Case	—	incorporated	by	reference to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	17,	2009.

10.48.*# Amended	and	Restated	Change	in	Control	Agreement	dated	as	of	November	13,	2009	between	Aon	and	Gregory	C.	Case	—	incorporated	by reference	to	Exhibit	10.2	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	17,	2009.

10.49.*# Transition	Agreement	effective	as	of	November	5,	2010,	between	Aon	Corporation	and	Andrew	M.	Appel	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	9,	2010.

10.50.*# Letter	Agreement	dated	as	of	December	9,	2005	between	Aon	Corporation	and	Patrick	G.	Ryan	—	incorporated	by	reference	to	Exhibit	10.1	to Aon's	Current	Report	on	Form	8-K	filed	December	9,	2005.

10.51.*# Employment	Agreement	dated	as	of	October	3,	2007	between	Aon	Corporation	and	Christa	Davies	—	incorporated	by	reference	to	Exhibit	10.1 to	the	Current	Report	on	Form	8-K	filed	on	October	3,	2007.

10.52.*# Transition	Agreement	dated	as	of	November	18,	2009	between	Aon	Corporation	and	Ted	T.	Devine	—	incorporated	by	reference	to	Exhibit	10.1 to	the	Current	Report	on	Form	8-K	filed	on	November	24,	2009.

10.53.*# Pledge	Agreement	dated	November	23,	2009	between	Aon	Corporation	and	Ted	T.	Devine	—	incorporated	by	reference	to	Exhibit	10.2	to	the Current	Report	on	Form	8-K	filed	on	November	24,	2009.

10.54.*# Employment	Agreement	dated	December	7,	2010,	between	Aon	Corporation	and	Stephen	P.	McGill	—	incorporated	by	reference	to	Exhibit	10.1 to	Aon's	Current	Report	on	Form	8-K	filed	on	December	13,	2010.

10.55.*# Change	in	Control	Agreement	dated	December	7,	2010	between	Aon	Corporation	and	Stephen	P.	McGill	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	December	13,	2010.

10.56.*# Employment	Agreement	dated	as	of	January	22,	2010	between	Aon	Corporation	and	Baljit	Dail	—	incorporated	by	reference	to	Exhibit	10.2	to Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2010.

10.57.*# Aon	Corporation	Leadership	Performance	Program	for	2006-2008	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	2008.

10.60.*# Aon	Corporation	Leadership	Performance	Program	for	2010-2012	—	incorporated	by	reference	to	Exhibit	10.3	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	2010.

10.61.*# Aon	Corporation	2008	Executive	Committee	Incentive	Plan	(Amended	and	Restated	Effective	January	1,	2010)	—	incorporated	by	reference	to Exhibit	10.6	4	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2010.

10.62.*# 2002	Restatement	of	Aon	Pension	Plan	and	the	following	amendments	to	the	2002	Restatement	of	Aon	Pension	Plan:	First	Amendment,	Second Amendment,	Third	Amendment,	Fourth	Amendment,	Fifth	Amendment,	Sixth	Amendment,	Seventh	Amendment,	Eighth	Amendment,	Ninth Amendment	(amending	Section	9.02),	Ninth	Amendment	(amending	multiple	Sections),	and	the	Tenth	Amendment	—	incorporated	by	reference to	Exhibit	10.31	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.63.*# Eleventh	Amendment	to	Aon	Pension	Plan	—	incorporated	by	reference	to	Exhibit	10.63	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2009.

10.64.*# Twelfth	Amendment	to	Aon	Pension	Plan	—	incorporated	by	reference	to	Exhibit	10.3	to	Aon's	Current	Report	on	Form	8-K	filed	on	February	5, 2009.

10.65.*# Thirteenth	Amendment	to	Aon	Pension	Plan	—	incorporated	by	reference	to	Exhibit	10.65	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2009.

10.66.*# Fourteenth	Amendment	to	Aon	Pension	Plan	—	incorporated	by	reference	to	Exhibit	10.66	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2009.

10.67.*# Aon	Corporation	Leadership	Performance	Program	for	2009-2011	—	incorporated	by	reference	to	Exhibit	10.5	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	2009.

10.68.*# Aon	Benfield	Performance	Plan	—	incorporated	by	reference	to	Exhibit	10.7	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended March	31,	2009.

10.69.*# Amended	and	Restated	Global	Stock	and	Incentive	Compensation	Plan	of	Hewitt	Associates,	Inc.	—	incorporated	by	reference	to	Exhibit	10.5	to Hewitt's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	December	31,	2007	(Commission	File	No.	001-31351).

# 		Statement	re:	Computation	of	Ratios.

12.1. Statement	regarding	Computation	of	Ratio	of	Earnings	to	Fixed	Charges.

# 		Subsidiaries	of	the	Registrant.

21. List	of	Subsidiaries	of	Aon.

# 		Consents	of	Experts	and	Counsel.

# 23. Consent	of	Ernst	&	Young	LLP.

31.1. Rule	13a-14(a)	Certification	of	Chief	Executive	Officer	of	Aon	in	accordance	with	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

31.2. Rule	13a-14(a)	Certification	of	Chief	Financial	Officer	of	Aon	in	accordance	with	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

# 		Section	1350	Certifications.

32.1. Section	1350	Certification	of	Chief	Executive	Officer	of	Aon	in	accordance	with	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

32.2. Section	1350	Certification	of	Chief	Financial	Officer	of	Aon	in	accordance	with	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

# XBRL	Exhibits.

Interactive	Data	Files.	The	following	materials	are	filed	electronically	with	this	Annual	Report	on	Form	10-K:

101.LAB XBRL	Taxonomy	Calculation	Linkbase	Document.

* Document	has	been	previously	filed	with	the	Securities	and	Exchange	Commission	and	is	incorporated	herein	by	reference	herein.	Unless	otherwise	indicated, such	document	was	filed	under	Commission	File	Number	001-07933.

# Indicates	a	management	contract	or	compensatory	plan	or	arrangement.

								The	registrant	agrees	to	furnish	to	the	Securities	and	Exchange	Commission	upon	request	a	copy	of	(1)	any	long-term	debt	instruments	that	have	been	omitted pursuant	to	Item	601(b)(4)(iii)(A)	of	Regulation	S-K,	and	(2)	any	schedules	omitted	with	respect	to	any	material	plan	of	acquisition,	reorganization,	arrangement, liquidation	or	succession	set	forth	above.

# SIGNATURES

								Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its behalf	by	the	undersigned,	thereunto	duly	authorized.

# Gregory	C.	Case,	President

# and	Chief	Executive	Officer

								Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in the	capacities	and	on	the	dates	indicated.

# QuickLinks


what is portion of the total consideration transferred is dedicated to goodwill?
goodwill = 2715
total_consideration = 4932
answer = goodwill / total_consideration * 100