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% Notes due September 2015, the 3.125% Notes due May 2016, the 5.00% Notes due September 2020, the 8.205% Notes due January 2027 and the 6.25% 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% Notes due January 2027. 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, the 4.00% Notes due November 2023, the 2.875% Notes due May 2026, the 3.50% Notes due June 2024, and the 4.60% Notes due June 2044. 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, the 4.00% Notes due 2023, the 2.875% Notes due 2026, the 3.50% Notes due 2024 or the 4.60% Notes due 2044.

The following tables set forth condensed consolidating statements of income for the three and nine months ended September 30, 2014 and 2013, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, condensed consolidating statements of financial position as of September 30, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the nine months ended September 30, 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.

Condensed Consolidating Statement of Income



	Three months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,873		$	—		$	2,873
Fiduciary investment income	—			—			7			—			7
Total revenue	—			—			2,880			—			2,880
Expenses
Compensation and benefits	4			5			1,698			—			1,707
Other general expenses	6			14			736			—			756
Total operating expenses	10			19			2,434			—			2,463
Operating (loss) income	(10		)	(19		)	446			—			417
Interest income	(2		)	1			4			—			3
Interest expense	(25		)	(42		)	2			—			(65		)
Intercompany interest income (expense)	113			(73		)	(40		)	—			—
Other income	2			2			31			—			35
Income (loss) before taxes	78			(131		)	443			—			390
Income tax expense (benefit)	16			(52		)	111			—			75
Income (loss) before equity in earnings of subsidiaries	62			(79		)	332			—			315
Equity in earnings of subsidiaries, net of tax	247			202			—			(449		)	—
Net income	309			123			332			(449		)	315
Less: Net income attributable to noncontrolling interests	—			—			6			—			6
Net income attributable to Aon shareholders	$	309		$	123		$	326		$	(449	)	$	309

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) before taxes	9			(33		)	377			—			353
Income tax (benefit) expense	(2		)	(14		)	105			—			89
Income (loss) before equity in earnings of subsidiaries	11			(19		)	272			—			264
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



	Nine months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	8,727		$	—		$	8,727
Fiduciary investment income	—			—			19			—			19
Total revenue	—			—			8,746			—			8,746
Expenses
Compensation and benefits	29			19			5,118			—			5,166
Other general expenses	18			37			2,194			—			2,249
Total operating expenses	47			56			7,312			—			7,415
Operating (loss) income	(47		)	(56		)	1,434			—			1,331
Interest income	(6		)	1			12			—			7
Interest expense	(49		)	(105		)	(34		)	—			(188		)
Intercompany interest income (expense)	335			(220		)	(115		)	—			—
Other income	1			10			23			—			34
Income (loss) before taxes	234			(370		)	1,320			—			1,184
Income tax expense (benefit)	49			(144		)	315			—			220
Income (loss) before equity in earnings of subsidiaries	185			(226		)	1,005			—			964
Equity in earnings of subsidiaries, net of tax	753			734			—			(1,487		)	—
Net income	938			508			1,005			(1,487		)	964
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	$	938		$	508		$	979		$	(1,487	)	$	938

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 (expense) income	11			96			(107		)	—			—
Other income	—			10			44			—			54
(Loss) income before taxes	(39		)	(61		)	1,163			—			1,063
Income tax (benefit) expense	(11		)	(24		)	310			—			275
(Loss) income before equity in earnings of subsidiaries	(28		)	(37		)	853			—			788
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 Comprehensive Income



	Three months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	309		$	123		$	332		$	(449	)	$	315
Less: Net income attributable to noncontrolling interests	—			—			6			—			6
Net income attributable to Aon shareholders	$	309		$	123		$	326		$	(449	)	$	309
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—			—			—			—			—
Change in fair value of derivatives	—			(1		)	(7		)	—			(8		)
Foreign currency translation adjustments	—			(17		)	(301		)	—			(318		)
Post-retirement benefit obligation	—			6			20			—			26
Total other comprehensive income	—			(12		)	(288		)	—			(300		)
Equity in other comprehensive loss of subsidiaries, net of tax	(300		)	(285		)	—			585			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive income attributable to Aon shareholders	(300		)	(297		)	(288		)	585			(300		)
Comprehensive income attributable to Aon shareholders	$	9		$	(174	)	$	38		$	136		$	9

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 income (loss), 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 income 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



	Nine months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	938		$	508		$	1,005		$	(1,487	)	$	964
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	$	938		$	508		$	979		$	(1,487	)	$	938
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—			—			(1		)	—			(1		)
Change in fair value of derivatives	—			(1		)	14			—			13
Foreign currency translation adjustments	—			(19		)	(209		)	—			(228		)
Post-retirement benefit obligation	—			17			53			—			70
Total other comprehensive income	—			(3		)	(143		)	—			(146		)
Equity in other comprehensive loss of subsidiaries, net of tax	(144		)	(142		)	—			286			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	(144		)	(145		)	(141		)	286			(144		)
Comprehensive income attributable to Aon shareholders	$	794		$	363		$	838		$	(1,201	)	$	794

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 income (loss), 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	—			13			(38		)	—			(25		)
Equity in other comprehensive income of subsidiaries, net of tax	(27		)	(38		)	—			65			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			1			—			1
Total other comprehensive income 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 Financial Position



	As of September 30, 2014
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	568	$	1,444	$	(1,630	)	$	382
Short-term investments	—		59		158		—			217
Receivables, net	—		—		2,633		(3		)	2,630
Fiduciary assets	—		—		10,815		—			10,815
Intercompany receivables	321		2,696		9,419		(12,436		)	—
Other current assets	1		205		669		(164		)	711
Total Current Assets	322		3,528		25,138		(14,233		)	14,755
Goodwill	—		—		9,026		—			9,026
Intangible assets, net	—		—		2,612		—			2,612
Fixed assets, net	—		—		760		—			760
Investments	—		79		64		—			143
Intercompany receivables	7,408		2,162		2,211		(11,781		)	—
Other non-current assets	169		498		1,550		(686		)	1,531
Investment in subsidiary	5,752		16,469		—		(22,221		)	—
TOTAL ASSETS	$	13,651	$	22,736	$	41,361	$	(48,921	)	$	28,827

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	10,815	$	—		$	10,815
Short-term debt and current portion of long-term debt	—		649		11		—			660
Accounts payable and accrued liabilities	1,683		34		1,444		(1,633		)	1,528
Intercompany payables	8		9,258		3,170		(12,436		)	—
Other current liabilities	72		47		898		(164		)	853
Total Current Liabilities	1,763		9,988		16,338		(14,233		)	13,856
Long-term debt	2,568		1,917		355		—			4,840
Pension, other post-retirement and other post-employment liabilities	—		854		583		—			1,437
Intercompany payables	2,100		7,277		2,404		(11,781		)	—
Other non-current liabilities	5		108		1,995		(686		)	1,422
TOTAL LIABILITIES	6,436		20,144		21,675		(26,700		)	21,555

TOTAL AON SHAREHOLDERS' EQUITY	7,215		2,592		19,629		(22,221		)	7,215
Noncontrolling interests	—		—		57		—			57
TOTAL EQUITY	7,215		2,592		19,686		(22,221		)	7,272

TOTAL LIABILITIES AND EQUITY	$	13,651	$	22,736	$	41,361	$	(48,921	)	$	28,827

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



	Nine months ended September 30, 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	$	309		$	(348	)	$	922		$	—		$	883

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			39			12			—			51
Purchase of long-term investments	—			(19		)	—			—			(19		)
Net sales of short-term investments - non-fiduciary	—			103			198			—			301
Acquisition of businesses, net of cash acquired	—			—			(464		)	—			(464		)
Proceeds from sale of businesses	—			—			48			—			48
Capital expenditures	—			—			(179		)	—			(179		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			123			(385		)	—			(262		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,750		)	—			—			—			(1,750		)
Advances (to) from affiliates	(253		)	496			371			(614		)	—
Issuance of shares for employee benefit plans	58			—			—			—			58
Issuance of debt	2,714			1,541			—			—			4,255
Repayment of debt	(877		)	(1,491		)	(705		)	—			(3,073		)
Cash dividends to shareholders	(201		)	—			—			—			(201		)
Purchase of shares from noncontrolling interests	—			—			1			—			1
Dividends paid to noncontrolling interests	—			—			(18		)	—			(18		)
Proceeds from sale-leaseback	—			—			25			—			25
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(309		)	546			(326		)	(614		)	(703		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(13		)	—			(13		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			321			198			(614		)	(95		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			247			1,246			(1,016		)	477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	568		$	1,444		$	(1,630	)	$	382

Condensed Consolidating Statement of Cash Flows



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