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Proprietary & Confidential.
Safe Harbor Statement
This communication contains certain statements related to future results, or states our intentions,
beliefs and expectations or predictions for the
future which are forward-looking statements
as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from either historical or anticipated
results depending on a variety of factors.
Potential factors that could impact results include: the possibility that the expected efficiencies and cost
savings from the proposed transaction will not be realized, or will not be realized within the
expected time period; the ability to obtain governmental
approvals of the merger on the proposed
terms and schedule contemplated by the parties; the failure of stockholders of Hewitt Associates, Inc.
(“Hewitt”) to approve the proposal to adopt the merger agreement; the failure of the
stockholders of Aon Corporation (“Aon”) to approve the
proposal to approve the
issuance of shares of Aon common stock to Hewitt stockholders in the merger; the loss of key Aon or Hewitt employees
following the merger; the risk that the Aon and Hewitt businesses will not be integrated successfully;
disruption from the proposed transaction
making it more difficult to maintain business and
operational relationships with customers, partners and others; the possibility that the proposed
transaction does not close, including, but not limited to, due to the failure to satisfy the closing
conditions; general economic conditions in different
countries in which Aon and Hewitt do
business around the world; changes in global equity and fixed income markets that could affect the return on
invested assets; fluctuations in exchange and interest rates that could impact revenue and expense;
rating agency actions that could affect Aon’s
ability to borrow funds; changes in the
funding status of Aon’s various defined benefit pension plans and the impact of any increased pension
funding resulting from those changes; Aon’s ability to implement restructuring initiatives and
other initiatives intended to yield cost savings, and the
ability to achieve those cost savings;
the impact on risk and insurance services commission revenues of changes in the availability of, and the
premium insurance carriers charge for, insurance and reinsurance products, including the impact on
premium rates and market capacity
attributable to catastrophic events; the outcome of inquiries
from regulators and investigations related to compliance with the U.S. Foreign Corrupt
Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S.
state attorneys general, U.S. state insurance
regulators, U.S. federal prosecutors, U.S.
federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions
and individual lawsuits including client class actions, securities class actions, derivative actions
and ERISA class actions; the cost of resolution of
other contingent liabilities and loss
contingencies, including potential liabilities arising from error and omissions claims against Aon or Hewitt; the
extent to which Aon and Hewitt retain existing clients and attract new businesses; the extent to which
Aon and Hewitt manage certain risks create
in connection with the various services, including
fiduciary and advisory services, among others, that Aon and Hewitt currently provide, or will
provide in the future, to clients; the impact of, and potential challenges in complying with,
legislation and regulation in the jurisdictions in which Aon
and Hewitt operate, particularly
given the global scope of Aon’s and Hewitt’s businesses and the possibility of conflicting regulatory requirements
across jurisdictions in which Aon and Hewitt do business; and the ability to realize the anticipated
benefits to Aon of the Benfield merger. Further
information concerning Aon, Hewitt, and
their business, including factors that potentially could materially affect Aon’s and Hewitt’s financial results,
is contained in Aon’s and Hewitt’s filings with the Securities and Exchange Commission (the
“SEC”). See Aon’s and Hewitt’s Annual Reports on
Form 10-K and
Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other
public filings with the SEC for a further discussion of these and other risks and uncertainties
applicable to our businesses. Neither Aon nor Hewitt
undertakes, and each of them expressly
disclaims, any duty to update any forward-looking statement whether as a result of new information,
future events or changes in their respective expectations, except as required by law.
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