Guarantee of Registered Securities

As described in Note 15, in connection with the Redomestication, Aon plc entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities. Aon Corporation is a 100% directly owned subsidiary of Aon plc. The debt securities that are subject to Rule 3-10 of Regulation S-X are the 3.50% senior notes due September 2015, the 3.125% senior notes due May 2016, the 5.00% senior notes due September 2020, the 8.205% junior subordinated deferrable interest debentures due January 2027 and the 6.25% senior notes due September 2040. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the debt.

Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.250% Notes Due 2042 exchanged for Aon Corporation's outstanding 8.205% junior subordinated deferrable interest debentures due January 2027 in both Original Notes and Exchange Notes form as described in Note 9. Those notes are subject to Rule 3-10 of Regulation S-X. Aon Corporation also agreed to guarantee the obligations of Aon plc arising under the 4.45% Notes Due 2043 issued on May 21, 2013. In each case, the guarantee of Aon Corporation is full and unconditional. There are no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of the 4.250% Notes Due 2042 or the 4.45% Notes Due 2043.

The following tables set forth condensed consolidating statements of income for the three and nine months ended September 30, 2013 and 2012, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2013 and 2012, condensed consolidating statements of financial position as of September 30, 2013 and December 31, 2012, and condensed consolidating statements of cash flows for the nine months ended September 30, 2013 and 2012 in accordance with Rule 3-10 of Regulation S-X. The condensed consolidating financial information includes the accounts of Aon plc, the accounts of Aon Corporation, and the combined accounts of the non-guarantor subsidiaries. The condensed consolidating financial statements are presented in all periods as a merger under common control, with Aon plc presented as the parent company in all periods prior and subsequent to the Redomestication. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions.

In July 2013, Aon Holdings LLC, an intermediate holding company and the direct parent of Aon Corporation, transferred its ownership of Aon Corporation to Aon plc via distribution. The financial results of Aon Holdings LLC were included in the Other Non-Guarantor Subsidiaries column of the Condensed Consolidating Financial Statements. The Company has reflected the transfer of Aon Corporation from Aon Holdings LLC to Aon plc below for all periods presented.

Condensed Consolidating Statement of Income



	Three months ended September 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	1		$	—		$	2,785		$	—		$	2,786
Fiduciary investment income	—			—			8			—			8
Total revenue	1			—			2,793			—			2,794

Expenses
Compensation and benefits	11			14			1,641			—			1,666
Other general expenses	—			5			759			—			764
Total operating expenses	11			19			2,400			—			2,430
Operating (loss) income	(10		)	(19		)	393			—			364
Interest income	—			1			2			—			3
Interest expense	(6		)	(39		)	(8		)	—			(53		)
Intercompany interest income (expense)	25			11			(36		)	—			—
Other income	—			13			26			—			39
Income (loss) from continuing operations before taxes	9			(33		)	377			—			353
Income tax (benefit) expense	(2		)	(14		)	105			—			89
Income (loss) from continuing operations	11			(19		)	272			—			264

Loss from discontinued operations before taxes	—			—			—			—			—
Income taxes	—			—			—			—			—
Loss from discontinued operations	—			—			—			—			—

Equity in earnings of subsidiaries, net of tax	245			127			—			(372		)	—

Net income	256			108			272			(372		)	264
Less: Net income attributable to noncontrolling interests	—			—			8			—			8
Net income attributable to Aon shareholders	$	256		$	108		$	264		$	(372	)	$	256

Condensed Consolidating Statement of Income



	Three months ended September 30, 2012
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,726		$	—		$	2,726
Fiduciary investment income	—			—			11			—			11
Total revenue	—			—			2,737			—			2,737

Expenses
Compensation and benefits	4			(5		)	1,621			—			1,620
Other general expenses	19			6			753			—			778
Total operating expenses	23			1			2,374			—			2,398
Operating (loss) income	(23		)	(1		)	363			—			339
Interest income	—			—			1			—			1
Interest expense	—			(45		)	(12		)	—			(57		)
Intercompany interest (expense) income	(8		)	48			(40		)	—			—
Other income (expense)	—			10			(19		)	—			(9		)
(Loss) income from continuing operations before taxes	(31		)	12			293			—			274
Income tax (benefit) expense	(3		)	16			51			—			64
(Loss) income from continuing operations	(28		)	(4		)	242			—			210

Loss from discontinued operations before taxes	—			—			—			—			—
Income taxes	—			—			—			—			—
Loss from discontinued operations	—			—			—			—			—

Equity in earnings of subsidiaries, net of tax	232			186			—			(418		)	—

Net income	204			182			242			(418		)	210
Less: Net income attributable to noncontrolling interests	—			—			6			—			6
Net income attributable to Aon shareholders	$	204		$	182		$	236		$	(418	)	$	204

Condensed Consolidating Statement of Income



	Nine months ended September 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	2		$	—		$	8,583		$	—		$	8,585
Fiduciary investment income	—			—			21			—			21
Total revenue	2			—			8,604			—			8,606

Expenses
Compensation and benefits	27			34			5,042			—			5,103
Other general expenses	14			29			2,304			—			2,347
Total operating expenses	41			63			7,346			—			7,450
Operating (loss) income	(39		)	(63		)	1,258			—			1,156
Interest income	1			2			3			—			6
Interest expense	(12		)	(106		)	(35		)	—			(153		)
Intercompany interest income (expense)	11			96			(107		)	—			—
Other income	—			10			44			—			54
(Loss) income from continuing operations before taxes	(39		)	(61		)	1,163			—			1,063
Income tax (benefit) expense	(11		)	(24		)	310			—			275
(Loss) income from continuing operations	(28		)	(37		)	853			—			788

Loss from discontinued operations before taxes	—			—			—			—			—
Income taxes	—			—			—			—			—
Loss from discontinued operations	—			—			—			—			—

Equity in earnings of subsidiaries, net of tax	786			617			—			(1,403		)	—

Net income	758			580			853			(1,403		)	788
Less: Net income attributable to noncontrolling interests	—			—			30			—			30
Net income attributable to Aon shareholders	$	758		$	580		$	823		$	(1,403	)	$	758

Condensed Consolidating Statement of Income



	Nine months ended September 30, 2012
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	8,368		$	—		$	8,368
Fiduciary investment income	—			1			30			—			31
Total revenue	—			1			8,398			—			8,399

Expenses
Compensation and benefits	—			31			4,889			—			4,920
Other general expenses	20			27			2,297			—			2,344
Total operating expenses	20			58			7,186			—			7,264
Operating (loss) income	(20		)	(57		)	1,212			—			1,135
Interest income	—			1			5			—			6
Interest expense	—			(125		)	(48		)	—			(173		)
Intercompany interest (expense) income	(11		)	141			(130		)	—			—
Other income (expense)	—			13			(10		)	—			3
(Loss) income from continuing operations before taxes	(31		)	(27		)	1,029			—			971
Income tax (benefit) expense	(4		)	(11		)	272			—			257
(Loss) income from continuing operations	(27		)	(16		)	757			—			714

Loss from discontinued operations before taxes	—			—			(1		)	—			(1		)
Income taxes	—			—			—			—			—
Loss from discontinued operations	—			—			(1		)	—			(1		)

Equity in earnings of subsidiaries, net of tax	715			598			—			(1,313		)	—

Net income	688			582			756			(1,313		)	713
Less: Net income attributable to noncontrolling interests	—			—			25			—			25
Net income attributable to Aon shareholders	$	688		$	582		$	731		$	(1,313	)	$	688

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	256	$	108		$	272		$	(372	)	$	264
Less: Net income attributable to noncontrolling interests	—		—			8			—			8
Net income attributable to Aon shareholders	$	256	$	108		$	264		$	(372	)	$	256
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—		(4		)	(10		)	—			(14		)
Change in fair value of derivatives	—		2			7			—			9
Foreign currency translation adjustments	—		6			149			—			155
Post-retirement benefit obligation	—		7			17			—			24
Total other comprehensive income	—		11			163			—			174
Equity in other comprehensive loss of subsidiaries, net of tax	170		157			—			(327		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			3			—			3
Total other comprehensive income attributable to Aon shareholders	170		168			160			(327		)	171
Comprehensive income attributable to Aon shareholders	$	426	$	276		$	424		$	(699	)	$	427

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
					Other
	Aon		Aon		Non-Guarantor			Consolidating
(millions)	plc		Corporation		Subsidiaries			Adjustments			Consolidated
Net income	$	204	$	182	$	242		$	(418	)	$	210
Less: Net income attributable to noncontrolling interests	—		—		6			—			6
Net income attributable to Aon shareholders	$	204	$	182	$	236		$	(418	)	$	204
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—		—		—			—			—
Change in fair value of derivatives	—		1		14			—			15
Foreign currency translation adjustments	—		17		147			—			164
Post-retirement benefit obligation	—		9		(2		)	—			7
Total other comprehensive income	—		27		159			—			186
Equity in other comprehensive income of subsidiaries, net of tax	182		168		—			(350		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—		4			—			4
Total other comprehensive income attributable to Aon shareholders	182		195		155			(350		)	182
Comprehensive income attributable to Aon Shareholders	$	386	$	377	$	391		$	(768	)	$	386

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	758		$	580		$	853		$	(1,403	)	$	788
Less: Net income attributable to noncontrolling interests	—			—			30			—			30
Net income attributable to Aon shareholders	$	758		$	580		$	823		$	(1,403	)	$	758
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—			—			(1		)	—			(1		)
Change in fair value of derivatives	—			5			(17		)	—			(12		)
Foreign currency translation adjustments	—			(14		)	(63		)	—			(77		)
Post-retirement benefit obligation	—			22			43			—			65
Total other comprehensive income (loss)	—			13			(38		)	—			(25		)
Equity in other comprehensive loss of subsidiaries, net of tax	(27		)	(38		)	—			65			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			1			—			1
Total other comprehensive loss attributable to Aon shareholders	(27		)	(25		)	(39		)	65			(26		)
Comprehensive income attributable to Aon shareholders	$	731		$	555		$	784		$	(1,338	)	$	732

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
Net income	$	688	$	582	$	756	$	(1,313	)	$	713
Less: Net income attributable to noncontrolling interests	—		—		25		—			25
Net income attributable to Aon shareholders	$	688	$	582	$	731	$	(1,313	)	$	688
Other comprehensive income, net of tax:
Change in fair value of investments	—		—		—		—			—
Change in fair value of derivatives	—		1		4		—			5
Foreign currency translation adjustments	—		16		55		—			71
Post-retirement benefit obligation	—		24		22		—			46
Total other comprehensive income	—		41		81		—			122
Equity in other comprehensive income of subsidiaries, net of tax	120		92		—		(212		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—		2		—			2
Total other comprehensive income attributable to Aon shareholders	120		133		79		(212		)	120
Comprehensive income attributable to Aon Shareholders	$	808	$	715	$	810	$	(1,525	)	$	808

Condensed Consolidating Statement of Financial Position



	As of September 30, 2013
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	118	$	291	$	—	$	(40	)	$	369
Short-term investments	—		124		233		—			357
Receivables, net	—		5		2,661		—			2,666
Fiduciary assets	—		—		11,698		—			11,698
Intercompany receivables	41		3,250		6,176		(9,467		)	—
Other current assets	19		59		406		—			484
Total Current Assets	178		3,729		21,174		(9,507		)	15,574
Goodwill	—		—		8,958		—			8,958
Intangible assets, net	—		—		2,657		—			2,657
Fixed assets, net	—		—		803		—			803
Investments	—		53		86		—			139
Intercompany receivables	7,166		2,181		2,195		(11,542		)	—
Other non-current assets	119		748		408		(101		)	1,174
Investment in subsidiary	4,306		11,187		—		(15,493		)	—
TOTAL ASSETS	$	11,769	$	17,898	$	36,281	$	(36,643	)	$	29,305

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	11,698	$	—		$	11,698
Short-term debt and current portion of long-term debt	361		148		697		—			1,206
Accounts payable and accrued liabilities	16		41		1,506		(40		)	1,523
Intercompany payables	1,308		4,727		3,430		(9,465		)	—
Other current liabilities	1		47		718		(2		)	764
Total Current Liabilities	1,686		4,963		18,049		(9,507		)	15,191
Long-term debt	443		2,516		393		—			3,352
Pension, other post-retirement and other post-employment liabilities	—		1,162		611		—			1,773
Intercompany payables	2,100		7,262		2,180		(11,542		)	—
Other non-current liabilities	6		260		1,234		(101		)	1,399
TOTAL LIABILITIES	4,235		16,163		22,467		(21,150		)	21,715

TOTAL AON SHAREHOLDERS’ EQUITY	7,534		1,735		13,758		(15,493		)	7,534
Noncontrolling interests	—		—		56		—			56
TOTAL EQUITY	7,534		1,735		13,814		(15,493		)	7,590

TOTAL LIABILITIES AND EQUITY	$	11,769	$	17,898	$	36,281	$	(36,643	)	$	29,305

Condensed Consolidating Statement of Financial Position



	As of December 31, 2012
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	131	$	199	$	—	$	(39	)	$	291
Short-term investments	—		89		257		—			346
Receivables, net	5		1		3,095		—			3,101
Fiduciary assets	—		—		12,214		—			12,214
Intercompany receivables	—		2,092		3,545		(5,637		)	—
Other current assets	7		53		370		—			430
Total Current Assets	143		2,434		19,481		(5,676		)	16,382
Goodwill	—		—		8,943		—			8,943
Intangible assets, net	—		—		2,975		—			2,975
Fixed assets, net	—		—		820		—			820
Investments	—		49		116		—			165
Intercompany receivables	166		1,997		2,350		(4,513		)	—
Other non-current assets	117		735		1,174		(825		)	1,201
Investment in subsidiary	10,398		10,208		—		(20,606		)	—
TOTAL ASSETS	$	10,824	$	15,423	$	35,859	$	(31,620	)	$	30,486

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	12,214	$	—		$	12,214
Short-term debt and current portion of long-term debt	—		429		23		—			452
Accounts payable and accrued liabilities	10		71		1,811		(39		)	1,853
Intercompany payables	51		2,637		2,162		(4,850		)	—
Other current liabilities	—		49		779		3			831
Total Current Liabilities	61		3,186		16,989		(4,886		)	15,350
Long-term debt	107		2,515		1,091		—			3,713
Pension, other post-retirement and other post-employment liabilities	—		1,294		982		—			2,276
Intercompany payables	2,890		166		2,247		(5,303		)	—
Other non-current liabilities	4		254		1,909		(825		)	1,342
TOTAL LIABILITIES	3,062		7,415		23,218		(11,014		)	22,681

TOTAL AON SHAREHOLDERS’ EQUITY	7,762		8,008		12,598		(20,606		)	7,762
Noncontrolling interests	—		—		43		—			43
TOTAL EQUITY	7,762		8,008		12,641		(20,606		)	7,805

TOTAL LIABILITIES AND EQUITY	$	10,824	$	15,423	$	35,859	$	(31,620	)	$	30,486

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(14	)	$	(195	)	$	1,193		$	—		$	984

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			8			73			—			81
Purchase of long-term investments	—			(13		)	—			—			(13		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(35		)	22			—			(13		)
Acquisition of businesses, net of cash acquired	—			—			(26		)	—			(26		)
Proceeds from sale of businesses	—			—			6			—			6
Capital expenditures	—			—			(174		)	—			(174		)
CASH USED FOR INVESTING ACTIVITIES	—			(40		)	(99		)	—			(139		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,025		)	—			—			—			(1,025		)
Advances from (to) affiliates	405			610			(1,014		)	(1		)	—
Issuance of shares for employee benefit plans	84			—			—			—			84
Issuance of debt	1,145			2,894			231			—			4,270
Repayment of debt	(449		)	(3,177		)	(244		)	—			(3,870		)
Cash dividends to shareholders	(159		)	—			—			—			(159		)
Purchase of shares from noncontrolling interests	—			—			(6		)	—			(6		)
Dividends paid to noncontrolling interests	—			—			(13		)	—			(13		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	1			327			(1,046		)	(1		)	(719		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(48		)	—			(48		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(13		)	92			—			(1		)	78
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131			199			—			(39		)	291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	118		$	291		$	—		$	(40	)	$	369

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES	$	(46	)	$	(189	)	$	1,102		$	—	$	867

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			79			92			—		171
Purchase of long-term investments	—			(9		)	—			—		(9		)
Net (purchases) sales of short-term investments - non-fiduciary	(16		)	61			21			—		66
Acquisition of businesses, net of cash acquired	—			(55		)	(42		)	—		(97		)
Proceeds from sale of businesses	—			—			2			—		2
Capital expenditures	—			—			(201		)	—		(201		)
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES	(16		)	76			(128		)	—		(68		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(525		)	(100		)	—			—		(625		)
Advances from (to) affiliates	648			376			(1,024		)	—		—
Issuance of shares for employee benefit plans	44			49			—			—		93
Issuance of debt	—			332			1			—		333
Repayment of debt	—			(416		)	(11		)	—		(427		)
Cash dividends to shareholders	(104		)	(49		)	—			—		(153		)
Purchase of shares from noncontrolling interests	—			—			—			—		—
Dividends paid to noncontrolling interests	—			—			(17		)	—		(17		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	63			192			(1,051		)	—		(796		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			15			—		15
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			79			(62		)	—		18
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			(21		)	293			—		272
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1		$	58		$	231		$	—	$	290