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. 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 for the three months ended March 31, 2014 and 2013, condensed consolidating statements of comprehensive income for the three months ended March 31, 2014 and 2013, condensed consolidating statements of financial position as of March 31, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the three months ended March 31, 2014 and 2013 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 then-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 March 31, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	1		$	—		$	2,940		$	—		$	2,941
Fiduciary investment income	—			—			6			—			6
Total revenue	1			—			2,946			—			2,947
Expenses
Compensation and benefits	12			8			1,731			—			1,751
Other general expenses	7			17			703			—			727
Total operating expenses	19			25			2,434			—			2,478
Operating (loss) income	(18		)	(25		)	512			—			469
Interest income	(2		)	—			4			—			2
Interest expense	(9		)	(31		)	(18		)	—			(58		)
Intercompany interest income (expense)	111			(74		)	(37		)	—			—
Other income	—			—			1			—			1
Income (loss) before taxes	82			(130		)	462			—			414
Income tax (benefit) expense	20			(50		)	108			—			78
Income (loss) before equity in earnings of subsidiaries	62			(80		)	354			—			336
Equity in earnings of subsidiaries, net of tax	263			280			—			(543		)	—
Net income	325			200			354			(543		)	336
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	325		$	200		$	343		$	(543	)	$	325

Condensed Consolidating Statement of Income



	Three months ended March 31, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	1		$	—		$	2,907		$	—		$	2,908
Fiduciary investment income	—			—			7			—			7
Total revenue	1			—			2,914			—			2,915
Expenses
Compensation and benefits	11			15			1,699			—			1,725
Other general expenses	7			6			767			—			780
Total operating expenses	18			21			2,466			—			2,505
Operating (loss) income	(17		)	(21		)	448			—			410
Interest income	—			1			—			—			1
Interest expense	(2		)	(34		)	(16		)	—			(52		)
Intercompany interest (expense) income	(7		)	43			(36		)	—			—
Other (expense) income	—			(1		)	10			—			9
(Loss) income before taxes	(26		)	(12		)	406			—			368
Income tax (benefit) expense	(5		)	(5		)	106			—			96
(Loss) income before equity in earnings of subsidiaries	(21		)	(7		)	300			—			272
Equity in earnings of subsidiaries, net of tax	282			254			—			(536		)	—
Net income	261			247			300			(536		)	272
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	261		$	247		$	289		$	(536	)	$	261

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2014
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	325	$	200		$	354		$	(543	)	$	336
Less: Net income attributable to noncontrolling interests	—		—			11			—			11
Net income attributable to Aon shareholders	$	325	$	200		$	343		$	(543	)	$	325
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—		—			1			—			1
Change in fair value of derivatives	—		1			8			—			9
Foreign currency translation adjustments	—		(17		)	33			—			16
Post-retirement benefit obligation	—		6			20			—			26
Total other comprehensive income	—		(10		)	62			—			52
Equity in other comprehensive loss of subsidiaries, net of tax	54		69			—			(123		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	54		59			64			(123		)	54
Comprehensive income attributable to Aon shareholders	$	379	$	259		$	407		$	(666	)	$	379

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	261		$	247		$	300		$	(536	)	$	272
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	261		$	247		$	289		$	(536	)	$	261
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—			—			—			—			—
Change in fair value of derivatives	—			1			(15		)	—			(14		)
Foreign currency translation adjustments	—			(8		)	(166		)	—			(174		)
Post-retirement benefit obligation	—			7			16			—			23
Total other comprehensive income	—			—			(165		)	—			(165		)
Equity in other comprehensive income of subsidiaries, net of tax	(165		)	(164		)	—			329			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive income attributable to Aon shareholders	(165		)	(164		)	(165		)	329			(165		)
Comprehensive income attributable to Aon Shareholders	$	96		$	83		$	124		$	(207	)	$	96

Condensed Consolidating Statement of Financial Position



	As of March 31, 2014
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	154	$	1,372	$	(1,188	)	$	338
Short-term investments	—		101		239		—			340
Receivables, net	—		1		2,879		—			2,880
Fiduciary assets	—		—		12,038		—			12,038
Intercompany receivables	116		3,982		5,878		(9,976		)	—
Other current assets	—		109		538		(70		)	577
Total Current Assets	116		4,347		22,944		(11,234		)	16,173
Goodwill	—		—		9,030		—			9,030
Intangible assets, net	—		—		2,500		—			2,500
Fixed assets, net	—		—		785		—			785
Investments	—		69		74		—			143
Intercompany receivables	7,166		2,163		2,201		(11,530		)	—
Other non-current assets	146		509		1,477		(686		)	1,446
Investment in subsidiary	4,979		12,165		—		(17,144		)	—
TOTAL ASSETS	$	12,407	$	19,253	$	39,011	$	(40,594	)	$	30,077

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	12,038	$	—		$	12,038
Short-term debt and current portion of long-term debt	227		140		710		—			1,077
Accounts payable and accrued liabilities	1,218		41		1,428		(1,188		)	1,499
Intercompany payables	87		5,834		4,055		(9,976		)	—
Other current liabilities	33		47		957		(70		)	967
Total Current Liabilities	1,565		6,062		19,188		(11,234		)	15,581
Long-term debt	792		2,516		361		—			3,669
Pension, other post-retirement and other post-employment liabilities	—		930		643		—			1,573
Intercompany payables	2,100		7,267		2,163		(11,530		)	—
Other non-current liabilities	4		112		1,818		(686		)	1,248
TOTAL LIABILITIES	4,461		16,887		24,173		(23,450		)	22,071

TOTAL AON SHAREHOLDERS’ EQUITY	7,946		2,366		14,778		(17,144		)	7,946
Noncontrolling interests	—		—		60		—			60
TOTAL EQUITY	7,946		2,366		14,838		(17,144		)	8,006

TOTAL LIABILITIES AND EQUITY	$	12,407	$	19,253	$	39,011	$	(40,594	)	$	30,077

Condensed Consolidating Statement of Financial Position



	As of December 31, 2013
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		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
Intercompany receivables	7,166		2,178		2,201		(11,545		)	—
Other non-current assets	146		560		1,421		(704		)	1,423
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
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		1,892		(704		)	1,352
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 Cash Flows



	Three months ended March 31, 2014
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	89		$	(123	)	$	23		$	—		$	(11	)

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			37			5			—			42
Purchase of long-term investments	—			(10		)	—			—			(10		)
Net sales of short-term investments - non-fiduciary	—			62			121			—			183
Acquisition of businesses, net of cash acquired	—			—			(5		)	—			(5		)
Proceeds from sale of businesses	—			—			1			—			1
Capital expenditures	—			—			(55		)	—			(55		)
CASH PROVIDED BY INVESTING ACTIVITIES	—			89			67			—			156

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(600		)	—			—			—			(600		)
Advances from (to) affiliates	313			(206		)	65			(172		)	—
Issuance of shares for employee benefit plans	26			—			—			—			26
Issuance of debt	293			902			—			—			1,195
Repayment of debt	(68		)	(755		)	(6		)	—			(829		)
Cash dividends to shareholders	(53		)	—			—			—			(53		)
Purchase of shares from noncontrolling interests	—			—			1			—			1
Dividends paid to noncontrolling interests	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(89		)	(59		)	60			(172		)	(260		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(24		)	—			(24		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(93		)	126			(172		)	(139		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			247			1,246			(1,016		)	477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	154		$	1,372		$	(1,188	)	$	338

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	5		$	(23	)	$	72		$	—		$	54

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			1			17			—			18
Purchase of long-term investments	—			(3		)	—			—			(3		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(39		)	23			—			(16		)
Acquisition of businesses, net of cash acquired	—			—			(2		)	—			(2		)
Proceeds from sale of businesses	—			—			1			—			1
Capital expenditures	—			—			(60		)	—			(60		)
CASH USED FOR INVESTING ACTIVITIES	—			(41		)	(21		)	—			(62		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(300		)	—			—			—			(300		)
Advances from (to) affiliates	96			(206		)	71			39			—
Issuance of shares for employee benefit plans	36			—			—			—			36
Issuance of debt	87			833			230			—			1,150
Repayment of debt	—			(511		)	(204		)	—			(715		)
Cash dividends to shareholders	(50		)	—			—			—			(50		)
Purchase of shares from noncontrolling interests	—			—			(1		)	—			(1		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(131		)	116			96			39			120

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			5			—			5
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(126		)	52			152			39			117
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131			199			—			(39		)	291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5		$	251		$	152		$	—		$	408