Guarantee of Registered Securities

As described in Note 16, 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 8. 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 and the 4.00% Notes Due November 2023 issued on November 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, the 4.45% Notes Due 2043 or the 4.00% Notes Due 2023.

The following tables set forth condensed consolidating statements of income, comprehensive income and cash flows for the years ended December 31, 2013, 2012, and 2011, and condensed consolidating statements of financial position as of December 31, 2013 and December 31, 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



	Year Ended December 31, 2013
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Commissions, fees and other	$	3		$	—		$	11,784		$	—		$	11,787
Fiduciary investment income	—			—			28			—			28
Total revenue	3			—			11,812			—			11,815
Expenses
Compensation and benefits	69			183			6,693			—			6,945
Other general expenses	4			35			3,160			—			3,199
Total operating expenses	73			218			9,853			—			10,144
Operating income	(70		)	(218		)	1,959			—			1,671
Interest income	—			3			6			—			9
Interest expense	(20		)	(138		)	(52		)	—			(210		)
Intercompany interest (expense) income	120			24			(144		)	—			—
Other Income	—			19			49			—			68
Income (loss) before taxes	30			(310		)	1,818			—			1,538
Income tax expense (benefit)	12			(64		)	442			—			390
(Income) loss before equity in earnings of subsidiaries	18			(246		)	1,376			—			1,148
Equity in earnings of subsidiaries, net of tax	1,095			1,061			—			(2,156		)	—
Net income	1,113			815			1,376			(2,156		)	1,148
Less: Net income attributable to noncontrolling interests	—			—			35			—			35
Net income attributable to Aon shareholders	$	1,113		$	815		$	1,341		$	(2,156	)	$	1,113

Condensed Consolidating Statement of Income



	Year Ended December 31, 2012
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Commissions, fees and other	$	2		$	1		$	11,474		$	(1	)	$	11,476
Fiduciary investment income	—			1			37			—			38
Total revenue	2			2			11,511			(1		)	11,514
Expenses
Compensation and benefits	117			24			6,568			—			6,709
Other general expenses	18			47			3,145			(1		)	3,209
Total operating expenses	135			71			9,713			(1		)	9,918
Operating (loss) income	(133		)	(69		)	1,798			—			1,596
Interest income	—			1			9			—			10
Interest expense	—			(164		)	(64		)	—			(228		)
Intercompany interest (expense) income	(19		)	190			(171		)	—			—
Other income (expense)	—			57			(55		)	—			2
(Loss) income before taxes	(152		)	15			1,517			—			1,380
Income tax (benefit) expense	(37		)	8			389			—			360
(Loss) income before equity in earnings of subsidiaries	(115		)	7			1,128			—			1,020
Equity in earnings of subsidiaries, net of tax	1,108			932			—			(2,040		)	—
Net income	993			939			1,128			(2,040		)	1,020
Less: Net income attributable to noncontrolling interests	—			—			27			—			27
Net income attributable to Aon shareholders	$	993		$	939		$	1,101		$	(2,040	)	$	993

Condensed Consolidating Statement of Income



	Year Ended December 31, 2011
(millions)	Aon plc		Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustment			Consolidated
Revenue
Commissions, fees and other	$	—	$	—		$	11,236		$	(1	)	$	11,235
Fiduciary investment income	—		2			50			—			52
Total revenue	—		2			11,286			(1		)	11,287
Expenses
Compensation and benefits	—		118			6,449			—			6,567
Other general expenses	—		47			3,078			(1		)	3,124
Total operating expenses	—		165			9,527			(1		)	9,691
Operating income	—		(163		)	1,759			—			1,596
Interest income	—		4			14			—			18
Interest expense	—		(171		)	(74		)	—			(245		)
Intercompany interest income (expense)	—		180			(180		)	—			—
Other income (expense)	—		36			(17		)	—			19
(Loss) income before taxes	—		(114		)	1,502			—			1,388
Income tax (benefit) expense	—		(43		)	421			—			378
(Loss) income before equity in earnings of subsidiaries	—		(71		)	1,081			—			1,010
Equity in earnings of subsidiaries, net of tax	979		868			—			(1,847		)	—
Net income	979		797			1,081			(1,847		)	1,010
Less: Net income attributable to noncontrolling interests	—		—			31			—			31
Net income attributable to Aon shareholders	$	979	$	797		$	1,050		$	(1,847	)	$	979

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
(millions)	Aon plc		Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	1,113	$	815		$	1,376		$	(2,156	)	$	1,148
Less: Net income attributable to noncontrolling interests	—		—			35			—			35
Net income attributable to Aon shareholders	$	1,113	$	815		$	1,341		$	(2,156	)	$	1,113
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—		—			1			—			1
Change in fair value of derivatives	—		5			1			—			6
Foreign currency translation adjustments	—		(60		)	(5		)	—			(65		)
Post-retirement benefit obligation	—		223			70			—			293
Total other comprehensive income	—		168			67			—			235
Equity in other comprehensive income of subsidiaries, net of tax	236		69			—			(305		)	—
Less: Other comprehensive loss attributable to noncontrolling interests	—		—			(1		)	—			(1		)
Total other comprehensive income attributable to Aon shareholders	236		237			68			(305		)	236
Comprehensive income attributable to Aon shareholders	$	1,349	$	1,052		$	1,409		$	(2,461	)	$	1,349

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	993		$	939		$	1,128		$	(2,040	)	$	1,020
Less: Net income attributable to noncontrolling interests	—			—			27			—			27
Net income attributable to Aon shareholders	$	993		$	939		$	1,101		$	(2,040	)	$	993
Other comprehensive loss, net of tax:
Change in fair value of derivatives	—			2			7			—			9
Foreign currency translation adjustments	—			24			85			—			109
Post-retirement benefit obligation	—			(68		)	(290		)	—			(358		)
Total other comprehensive loss	—			(42		)	(198		)	—			(240		)
Equity in other comprehensive loss of subsidiaries, net of tax	(240		)	(187		)	—			427			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(240		)	(229		)	(198		)	427			(240		)
Comprehensive income attributable to Aon shareholders	$	753		$	710		$	903		$	(1,613	)	$	753

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	979		$	797		$	1,081		$	(1,847	)	$	1,010
Less: Net income attributable to noncontrolling interests	—			—			31			—			31
Net income attributable to Aon shareholders	$	979		$	797		$	1,050		$	(1,847	)	$	979
Other comprehensive loss, net of tax:
Change in fair value of derivatives	—			—			(13		)	—			(13		)
Foreign currency translation adjustments	—			(6		)	(37		)	—			(43		)
Post-retirement benefit obligation	—			(173		)	(223		)	—			(396		)
Total other comprehensive loss	—			(179		)	(273		)	—			(452		)
Equity in other comprehensive loss of subsidiaries, net of tax	(453		)	(277		)	—			730			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			1			—			1
Total other comprehensive loss attributable to Aon shareholders	(453		)	(456		)	(274		)	730			(453		)
Comprehensive income attributable to Aon shareholders	$	526		$	341		$	776		$	(1,117	)	$	526

Condensed Consolidating Statement of Financial Position



	As of December 31, 2013
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	247	$	1,246	$	(1,016	)	$	477
Short-term investments	—		163		360		—			523
Receivables, net	—		4		2,892		—			2,896
Fiduciary assets	—		—		11,871		—			11,871
Intercompany receivables	186		3,503		5,452		(9,141		)	—
Other current assets	—		69		513		(19		)	563
Total Current Assets	186		3,986		22,334		(10,176		)	16,330
Goodwill	—		—		8,997		—			8,997
Intangible assets, net	—		—		2,578		—			2,578
Fixed assets, net	—		—		791		—			791
Investments	—		57		75		—			132
Deferred tax assets	140		465		193		(605		)	193
Intercompany receivables	7,166		2,178		2,201		(11,545		)	—
Other non-current assets	6		95		1,228		(99		)	1,230
Investment in subsidiary	4,607		11,694		—		(16,301		)	—
TOTAL ASSETS	$	12,105	$	18,475	$	38,397	$	(38,726	)	$	30,251
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,871	$	—		$	11,871
Short-term debt and current portion of long-term debt	—		—		707		(4		)	703
Accounts payable and accrued liabilities	1,036		62		1,849		(1,016		)	1,931
Intercompany payables	15		5,449		3,677		(9,141		)	—
Other current liabilities	12		47		866		(19		)	906
Total Current Liabilities	1,063		5,558		18,970		(10,180		)	15,411
Long-term debt	792		2,512		378		4			3,686
Deferred tax liabilities	—		—		1,025		(605		)	420
Pension, other post-retirement and other post-employment liabilities	—		925		682		—			1,607
Intercompany payables	2,100		7,267		2,178		(11,545		)	—
Other non-current liabilities	5		159		867		(99		)	932
TOTAL LIABILITIES	3,960		16,421		24,100		(22,425		)	22,056
TOTAL AON SHAREHOLDERS’ EQUITY	8,145		2,054		14,247		(16,301		)	8,145
Noncontrolling interests	—		—		50		—			50
TOTAL EQUITY	8,145		2,054		14,297		(16,301		)	8,195
TOTAL LIABILITIES AND EQUITY	$	12,105	$	18,475	$	38,397	$	(38,726	)	$	30,251

Condensed Consolidating Statement of Financial Position



	As of December 31, 2012
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating 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
Deferred tax assets	117		620		266		(718		)	285
Intercompany receivables	166		1,997		2,350		(4,513		)	—
Other non-current assets	—		115		908		(107		)	916
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
Deferred tax liabilities	—		—		1,024		(718		)	306
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		885		(107		)	1,036
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



	Year Ended December 31, 2013
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(50	)	$	(441	)	$	2,124		$	—		$	1,633
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			8			85			—			93
Purchase of long-term investments	—			(15		)	—			—			(15		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(74		)	(100		)	—			(174		)
Acquisition of businesses, net of cash acquired	—			—			(54		)	—			(54		)
Proceeds from sale of businesses	—			7			33			—			40
Capital expenditures	—						(229		)	—			(229		)
CASH USED FOR INVESTING ACTIVITIES	—			(74		)	(265		)	—			(339		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,102		)	—			—			—			(1,102		)
Advances from (to) affiliates	460			996			(479		)	(977		)	—
Issuance of shares for employee benefit plans	98			—			—			—			98
Issuance of debt	1,730			2,944			232			—			4,906
Repayment of debt	(1,055		)	(3,377		)	(247		)	—			(4,679		)
Cash dividends to shareholders	(212		)	—			—			—			(212		)
Purchase of shares from noncontrolling interests	—			—			(8		)	—			(8		)
Dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(81		)	563			(521		)	(977		)	(1,016		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(92		)	—			(92		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(131		)	48			1,246			(977		)	186
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131			199			—			(39		)	291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	247		$	1,246		$	(1,016	)	$	477

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(87	)	$	(105	)	$	1,611		$	—		$	1,419
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			79			99			—			178
Purchase of long-term investments	—			(12		)	—			—			(12		)
Net (purchases) sales of short-term investments - non-fiduciary	—			232			208			—			440
Acquisition of businesses, net of cash acquired	(50		)	(55		)	(57		)	—			(162		)
Proceeds from sale of businesses	—			—			2			—			2
Capital expenditures	—			—			(269		)	—			(269		)
CASH USED FOR INVESTING ACTIVITIES	(50		)	244			(17		)	—			177
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,025		)	(100		)	—			—			(1,125		)
Advances from (to) affiliates	1,379			489			(1,850		)	(18		)	—
Issuance of shares for employee benefit plans	69			49			—			—			118
Issuance of debt	—			732			1			—			733
Repayment of debt	—			(1,061		)	(16		)	—			(1,077		)
Cash dividends to shareholders	(155		)	(49		)	—			—			(204		)
Purchase of shares from noncontrolling interests	—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			(27		)	—			(27		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	268			60			(1,896		)	(18		)	(1,586		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			9			—			9
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	131			199			(293		)	(18		)	19
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			—			293			(21		)	272
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	131		$	199		$	—		$	(39	)	$	291

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
(millions)	Aon plc		Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	—	$	(201	)	$	1,219		$	—		$	1,018
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—		133			57			—			190
Purchase of long-term investments	—		(20		)	(10		)	—			(30		)
Net (purchases) sales of short-term investments - non-fiduciary	—		115			(123		)	—			(8		)
Acquisition of businesses, net of cash acquired	—		(10		)	(96		)	—			(106		)
Proceeds from sale of businesses	—		5			4			—			9
Capital expenditures	—		—			(241		)	—			(241		)
CASH USED FOR INVESTING ACTIVITIES	—		223			(409		)	—			(186		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	—		(828		)	—			—			(828		)
Advances from (to) affiliates	—		789			(768		)	(21		)	—
Issuance of shares for employee benefit plans	—		201			—			—			201
Issuance of debt	—		1,290			383			—			1,673
Repayment of debt	—		(1,288		)	(400		)	—			(1,688		)
Cash dividends to shareholders	—		(200		)	—			—			(200		)
Purchase of shares from noncontrolling interests	—		—			(24		)	—			(24		)
Dividends paid to noncontrolling interests	—		—			(30		)	—			(30		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	—		(36		)	(839		)	(21		)	(896		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—		—			(10		)	—			(10		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—		(14		)	(39		)	(21		)	(74		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—		14			332			—			346
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—	$	—		$	293		$	(21	)	$	272