Restructuring

Aon Hewitt Restructuring Plan

On October 14, 2010, Aon announced a global restructuring plan (“Aon Hewitt Plan”) in connection with the acquisition of Hewitt Associates, Inc. ("Hewitt"). The Aon Hewitt Plan is intended to streamline operations across the combined Aon Hewitt organization, the Health & Benefits organization and shared services and facility rationalization across the Company. The Aon Hewitt Plan includes approximately 2,900 job eliminations. The Company expects these restructuring activities and related expenses to affect operations through the end of 2013. The Aon Hewitt Plan is expected to result in cumulative costs of approximately $411 million through the end of the plan, consisting of approximately $261 million in employee termination costs and approximately $150 million in real estate rationalization costs across the Company.

From the inception of the Aon Hewitt Plan through September 30, 2013, approximately 2,660 jobs have been eliminated and total expenses of $364 million have been incurred. The Company recorded $30 million and $109 million of restructuring and related charges in the three and nine months ended September 30, 2013, respectively. The Company recorded $32 million and $57 million of restructuring and related charges in the three and nine months ended September 30, 2012, respectively. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following table 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):



	2010		2011		2012		Third Quarter 2013		Nine Months 2013		Total to Date		Estimated Total Cost for Restructuring Plan (1)
Workforce reduction	$	49	$	64	$	74	$	12	$	50	$	237	$	261
Lease consolidation	3		32		18		17		53		106		128
Asset impairments	—		7		4		—		3		14		15
Other costs associated with restructuring (2)	—		2		2		1		3		7		7
Total restructuring expenses	$	52	$	105	$	98	$	30	$	109	$	364	$	411

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(1)

Actual costs, when incurred, will vary due to changes in the assumptions built into this plan. Significant assumptions that may 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 following table summarizes the restructuring and related expenses, by segment, 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		2011		2012		Third Quarter 2013		Nine Months 2013		Total to Date		Estimated Total Cost for Restructuring Plan (1)
HR Solutions	$	52	$	49	$	66	$	6	57		$	224	$	244
Risk Solutions	—		56		32		24		52		140		167
Total restructuring expenses (1)	$	52	$	105	$	98	$	30	$	109	$	364	$	411

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(1) Costs included in the Risk Solutions segment are associated with the transfer of the health and benefits consulting business from HR Solutions to Risk Solutions effective January 1, 2012. Costs incurred in 2011 in the HR Solutions segment of $41 million related to the health and benefits consulting business have been reclassified and presented in the Risk Solutions segment.

As of September 30, 2013, the Company’s liabilities for its restructuring plans are as follows (in millions):



	Aon Hewitt Plan			Aon Benfield Plan			2007 Plan			Other			Total
Balance at December 31, 2012	$	96		$	3		$	35		$	3		$	137
Expensed	106			—			—			—			106
Cash payments	(91		)	(1		)	(20		)	(1		)	(113		)
Foreign exchange translation and other	7			—			6			—			13
Balance at September 30, 2013 (1)	$	118		$	2		$	21		$	2		$	143

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(1) Included within Accounts payable and accrued liabilities and Other non-current liabilities