(.PICT.)(.PICT.) |EUROPEAN COMMISSION |

Brussels , 28.09.2010

In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. PUBLIC VERSION SG-Greffe(2010) D/14688 C(2010) 6749

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

To the notifying party:

Dear Sir/Madam,

Subject: Case No COMP/M.5951 – AON CORPORATION/ HEWITT ASSOCIATES Notification of 24 August 2010 pursuant to Article 4 of Council Regulation No 139/2004 [1]

1. On 24 August 2010, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 ("Merger Regulation") by which Aon Corporation intends to acquire sole control over Hewitt Associates, Inc. within the meaning of Article 3(1)(b) of the Merger Regulation.

I. THE PARTIES AND THE OPERATION

2. Aon Corporation ("Aon") is a US based group active mainly in the business field of risk and insurance brokerage services but also in consulting services. With respect to its consulting division in the EEA, its focus is on retirement benefits consulting services.

3. Hewitt Associates, Inc. ("Hewitt") is also headquartered in the US and provides consulting and IT/outsourcing services. In the EEA, Hewitt is a specialised provider of consulting services, mainly in the fields of retirement benefits consulting and investment consulting.

III. CONCENTRATION

4. Aon intends to acquire sole control over Hewitt within the meaning of Article 3(1)(b) of the Merger Regulation, via the acquisition of all of the shares of Hewitt.

IV. EU DIMENSION

5. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Aon: EUR 5.4 billion, Hewitt: EUR 2.2 billion) [2] . Each of them has an EU-wide turnover in excess of EUR 250 million (Aon: EUR […] billion, Hewitt: […] million), and only Hewitt achieves more than two-thirds of its EU-wide turnover in the UK. The notified operation therefore has an EU dimension.

V. COMPETITIVE ASSESSMENT

6. The parties' activities overlap in two broad areas, namely in management consultancy and – to a lesser extent – in IT/outsourcing services. According to the parties, these broad areas can be further subdivided as follows:

(a) Management Consultancy

– Retirements benefits consulting

– Health and welfare benefits consulting

– Human capital consulting

– Investment consulting

· Investment consulting to pension funds

(b) IT/Outsourcing Services

– Business process outsourcing

· Pension administration

· Health and welfare benefits administration

· Human resources business administration

7. Within the area of management consultancy, the parties' activities overlap in the areas of retirement benefits consulting and investment consulting (more specifically in the field of investment consulting to pension funds). Within the area of IT/outsourcing services, the parties' activities only overlap in business process outsourcing and within this field only with respect to pension administration.

8. According to the parties, the transaction would give rise to two affected markets. These are (1) retirement benefits consulting in the UK (on the basis of a wide market definition which also includes services such as brokering and insurance intermediation, for example for group life insurance contracts) and (2) investment consulting to pension funds in the UK.

9. However, on the basis of a narrower market definition of retirement benefits consulting which comprises only actuarial services and not insurance intermediation/broking services and on the basis of the results of the market investigation, the transaction would result in two further affected markets. These are the markets for retirement benefits consulting in Belgium and the Netherlands.

A. Relevant markets

1. Relevant product markets

Retirement Benefits Consulting

10. On the basis of Commission precedents, the parties recognize that retirement benefits consulting might constitute a separate market within the broader area of management consultancy services. They also submit that retirement benefits consultancy services and pension administration are separate services, the latter belonging more to the area of IT/ and outsourcing services. However, in the view of the parties, the market for retirement benefits consulting also includes the "ancillary services" of insurance intermediation, both brokerage (paid on a commission basis) and other insurance intermediation (paid on a fee basis).

11. The Commission, in its recent Towers Perrin/Watson Wyatt [3] decision, has defined retirement benefits consulting and pension administration as separate markets. According to this decision, retirement benefits consulting includes inter alia the following services: consulting and actuarial services to corporations, trustee bodies and other entities regarding retirement and health benefits for employees' pension funds, including inter alia plan design and implementation, financial valuation, retirement risk and pension fund management services. [4] According to this definition, insurance intermediation services would not be part of the market for retirement benefits consulting. While insurance intermediation services are often provided by specialised brokers who are not active in retirement benefit consulting services, and while different skills are needed for the different kind of services and the services are also often provided by different teams within each company, it is not necessary to conclude on the market definition in the present case as no competition concerns arise under either market definition.

12. As regards health and welfare benefits consulting, there are no Commission precedents. The parties submit that in view of the fact that the retirement benefits consultancy market as defined by the Commission in Towers Perrin/Watson Wyatt excluded many of the health and welfare benefits consulting services the parties provide, they have provided market share data for this segment separately. Whether or not these activities indeed constitute a separate market can be left open as the transaction does not raise competition concerns under either alternative market definitions. [5]

Investment consulting

13. In line with the Towers Perrin/Watson Wyatt [6] decision, the parties have identified investment advisory services as a possible market, which may further be segmented into a narrower segment for investment consulting services provided to pension funds. It is to pension funds that the parties provide most of their investment consulting advice [7] .

14. For the purposes of the present Decision, it is unnecessary to conclude on whether or not this constitutes a distinct relevant product market and, if so, on the exact scope and definition of such a market, since even on the narrowest possible product market definition of investment consulting services provided to pension funds, the notified transaction does not lead to serious doubts as to its compatibility with the internal market.

2. Relevant Geographic Markets

15. The Commission has recognised in the past that the markets for the provision of management consultancy services have both national and international aspects, [8] but has left open whether in particular the markets for retirement benefits consulting, pension administration, human capital consulting and investment consulting services are national or EEA-wide in scope. [9]

16. The parties agree that the markets concerned have both EEA-wide and national characteristics and have provided data for both possible market definitions.

17. The market definition can also be left open in the present case as no competition concerns arise under the narrowest possible market definition of national markets.

B. Competitive Assessment

1. Retirement benefits consulting

United Kingdom

18. Regarding the market for retirement benefits consulting on the basis of the wider market definition, the parties estimate that they would achieve combined market shares of [10-20]% in the UK (Aon: [5-10]% and Hewitt: [10-20]%). According to their estimates, Mercer is the market leader in this market with shares of [20-30]% (retirement benefits consulting) followed by the newly formed Towers Watson with [10-20]%. Other competitors include, for instance, Hymans Robertson with [5-10]% as well as Lane Clark with [0-5]% [10] .

19. On the basis of a narrower market definition, i.e. without insurance intermediation services, the parties estimate that they would achieve a combined market share of [10-20]% (Aon [5-10]%, Hewitt: [10-20]%). Their estimates for competitors are as follows: Mercer [20-30]%, Towers Watson [10-20]%, JLT, Hyman Robertson and Barnet each with [5-10]% and a large number of smaller players. The market investigation has broadly confirmed these estimates. Given the relatively modest combined market shares of the parties and the presence of other sizeable competitors in this market, competition concerns can be excluded for the market for retirement benefits consulting in the UK.

Netherlands

20. The retirement benefits consulting market in the Netherlands is an affected market only on the basis of the narrower market definition which excludes benefits related insurance intermediation services. The parties estimate their combined market share at around [20-30]% (Hewitt: [10-20]% and Aon: [5-10]%). Competitors are estimated as follows: Towers Watson with around [10-20]%, Mercer with [10-20]%, and Buck, Milliman (a recent entrant in the market), KPMG, PwC, Ernst & Young and AAA (a local player), all with around [0-5]% each. The market investigation has broadly confirmed these market shares, and indeed, some competitors, such as Towers Watson, Mercer and PwC appear to have somewhat higher market shares than those estimated by the parties. These three competitors, but also the other large accounting firms like KPMG, Ernst & Young and other competitors, will continue to present a competitive constraint on the merged entity. Due to the relatively modest combined market shares of the parties and the presence of other sizeable competitors, competition concerns can be excluded for the market for retirement benefits consulting in the Netherlands.

Belgium

21. On the basis of the results of the market investigation and the narrower market definition which excludes benefits related insurance intermediation services, the retirement benefits consulting market in the Belgium is an affected market. [11] The parties estimate their combined market share at [10-20]% (Hewitt: [0-5]% and Aon: [5-10]%). However, the market investigation has shown that the parties somewhat overestimated the total market size. On the basis of a conservative assessment and taking into account that the market reconstruction might not capture a number of medium sized and smaller players, the parties would have a combined market share of (20-30)% [12] . Competitors include Towers Watson with (30-40)% market share, Mercer with (20-30)% market share and a number of players like Buck, Vanbreda, Conac, Esofac, Gras Savoye with market shares of around (2-10)% each. The merged entity will therefore face competition from two other competitors with larger or similar market shares than itself in addition to a number of smaller competitors. The market investigation also did not reveal any relevant concerns by the marketplace as to the competitive effect of this transaction. Based on the above, the transaction does not raise any competition concerns in the market for retirement benefits consulting services in Belgium.

Conclusion

22. Given the above, the transaction does not raise serious doubts as to its compatibility with the internal market for any national market for retirement benefit consulting. Regarding a possible EEA-wide market, according to the parties, the transaction does not result in an affected market. As the parties are active only in some Member States their market shares on the basis of an EEA-wide market are bound to be lower than in individual Member States. Given the modest combined market shares in the above three Member States and the accordingly lower market shares on an EEA-wide level, and the presence of a number of competitors such as Towers Watson, Milliman, and the larger accounting firms such as KPMG, PwC, Ernst & Young all which have a similar geographic footprint as the parties, it can also be concluded that the transaction does not raise serious doubts for a possible EEA-wide market.

2. Investment consulting services

23. In investment consulting services, the only possible affected market would be the market for investment consulting services to pension funds where the parties estimate that they would achieve combined market shares of [10-20]% in the UK (Aon: [5-10]%, Hewitt: [10-20]%). According to their estimates, Mercer is the market leader with [20-30]% followed by the newly formed Towers Watson with [20-30]%. Other competitors include, for instance, Hymans Robertson with [10-20]% and Lane Clark with [0-5]% [13] . Additionally, these are markets that are expected to grow in the United Kingdom over the coming years [14] .

24. In the two other Member States where both parties have overlapping activities for investment consulting services to pension funds, namely the Netherlands and Spain [15] , their presence is very limited and their combined markets shares are [5-10]% or less. At EEA level, given that the parties are active only in a few Member States, their market shares are bound to be lower than in individual Member States. According to the parties, their combined market shares would be approximately [10-20]%. [16] .

25. In addition to the relatively modest combined market shares and small increment due to the merger, it should be noted that none of the respondents to the market investigation raised concerns in relation to the parties' position in investment consulting post-transaction.

26. On the basis of the above, the notified transaction does not raise serious doubts as to its compatibility with the internal market either for a possible EEA-wide market or for national markets for investment consulting.

VI. CONCLUSION

27. For the above reasons, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission, (signed) Joaquín ALMUNIA Vice-President of the Commission

[1] OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be used throughout this decision.

[2] Turnover calculated in accordance with Article 5(1) of the Merger Regulation.

[3] COMP/M. 5597 - Towers Perrin /Watson Wyatt, Commission decision of 3.12.2009.

[4] COMP/M. 5597 - Towers Perrin /Watson Wyatt, paras. 10 and 11.

[5] The parties' activities overlap in Hungary and the UK and are very limited in both countries: their combined market share would be well below 15% and the increment contributed by Aon would be below 1%.

[6] COMP/M. 5597 - Towers Perrin /Watson Wyatt, paras 84 and 85. These services include providing investment strategy advice based on risk assessment, strategic asset allocation and investment manager selection.

[7] Hewitt provides only investment consulting services to clients other than pension funds in Ireland, and this represents a very small fraction of its overall sales derived from its investment consulting activity. Aon also provides the vast majority of its investment consulting services to pension funds, and only provides de minimis sales in Ireland to clients other than pension funds.

[8]COMP/M.1016 - Price Waterhouse/Coopers & Lybrand, M.2810 - Deloitte & Touche/Andersen (UK) and M.5597 - Towers Perrin /Watson Wyatt.

[9] COMP/M.5597 - Towers Perrin /Watson Wyatt, paras. 14-17.

[10] According to the parties, there are no complete third-party sources of revenue and share of revenue data for these markets and thus they have relied as a starting point for their estimates on reports by the National Association for Pension Funds for retirement benefits and Greenwich Associates for investment consulting to pension funds.

[11] The parties submit that the possible wider market which comprises also insurance intermediation would not be an affected market taking into account the brokerage commission for brokering of retirement benefit related cover as recorded by the Belgian Insurance association (UPEA).

[12] For confidentiality reasons, the market share information on the basis of the market reconstruction is only given in ranges.

[13] According to the parties, there are no complete third-party sources of revenue and share of revenue data for these markets and thus they have relied on Greenwich Associates for the data on investment consulting to pension funds in the UK. Based on National Association for Pension Funds data, the parties' market share would be somewhat smaller, with a combined share of [10-20]% to [10-20]% depending on the metric used. The market investigation has also largely confirmed the usage of these reports by the industry as well these market shares.

[14] The parties estimate growth at [0-10]% per year in the coming years for investment consulting to pension funds. Significant growth is also forecast by the recent industry report Kennedy, Benefits consulting Marketplace 2009-2012: Key Trends, Profiles and Forecasts.

[15] Indeed, other than the UK, these are the only two member states where Aon provides investment consulting services to pension funds. Hewitt itself only has presence it two other member states, France and Ireland.

[16] The parties were unable to provide any third party data for the EEA, for countries other than the UK. However the market investigation did show that the main players consider the UK by far the largest market in the EEA.