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, condensed consolidating statements of comprehensive income for the years ended December 31, 2014, 2013, and 2012, condensed consolidating statements of financial position as of December 31, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the years ended December 31, 2014, 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.

Certain amounts in prior year's condensed consolidating statements of income have been reclassified to conform to the 2014 presentation. In prior periods, other income (expense) from intercompany transactions were recognized in Compensation and benefits and Other general expenses. These amounts are now included in Intercompany other income (expense) in the Condensed Consolidating Statements of Income. The Company believes this provides greater clarity into the income generated from operations and intercompany transactions.

Condensed Consolidating Statement of Income



	Year Ended December 31, 2014
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	12,019		$	—		$	12,019
Fiduciary investment income	—			—			26			—			26
Total revenue	—			—			12,045			—			12,045
Expenses
Compensation and benefits	140			16			6,858			—			7,014
Other general expenses	3			5			3,057			—			3,065
Total operating expenses	143			21			9,915			—			10,079
Operating (loss) income	(143		)	(21		)	2,130			—			1,966
Interest income	(9		)	2			17			—			10
Interest expense	(75		)	(139		)	(41		)	—			(255		)
Intercompany interest income (expense)	449			(298		)	(151		)	—			—
Intercompany other income (expense)	342			(390		)	48			—			—
Other Income	2			5			37			—			44
Income (loss) before taxes	566			(841		)	2,040			—			1,765
Income tax expense (benefit)	74			(192		)	452			—			334
Income (loss) before equity in earnings of subsidiaries	492			(649		)	1,588			—			1,431
Equity in earnings of subsidiaries, net of tax	905			1,214			—			(2,119		)	—
Net income	1,397			565			1,588			(2,119		)	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	565		$	1,554		$	(2,119	)	$	1,397

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	111			50			6,784			—			6,945
Other general expenses	—			—			3,199			—			3,199
Total operating expenses	111			50			9,983			—			10,144
Operating (loss) income	(108		)	(50		)	1,829			—			1,671
Interest income	—			3			6			—			9
Interest expense	(20		)	(138		)	(52		)	—			(210		)
Intercompany interest income (expense)	120			24			(144		)	—			—
Intercompany other income (expense)	38			(168		)	130			—			—
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 Adjustment			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	40			50			6,619			—			6,709
Other general expenses	31			5			3,174			(1		)	3,209
Total operating expenses	71			55			9,793			(1		)	9,918
Operating (loss) income	(69		)	(53		)	1,718			—			1,596
Interest income	—			1			9			—			10
Interest expense	—			(164		)	(64		)	—			(228		)
Intercompany interest (expense) income	(19		)	190			(171		)	—			—
Intercompany other (expense) income	(64		)	38			26			—			—
Other income (expense)	—			3			(1		)	—			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 Comprehensive Income



	Year Ended December 31, 2014
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	1,397		$	565		$	1,588		$	(2,119	)	$	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	565		$	1,554		$	(2,119	)	$	1,397
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—			—			(1		)	—			(1		)
Change in fair value of derivatives	—			(3		)	8			—			5
Foreign currency translation adjustments	—			(31		)	(476		)	—			(507		)
Post-retirement benefit obligation	—			(315		)	55			—			(260		)
Total other comprehensive loss	—			(349		)	(414		)	—			(763		)
Equity in other comprehensive loss of subsidiaries, net of tax	(760		)	(411		)	—			1,171			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Total other comprehensive loss attributable to Aon shareholders	(760		)	(760		)	(411		)	1,171			(760		)
Comprehensive income attributable to Aon shareholders	$	637		$	(195	)	$	1,143		$	(948	)	$	637

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 loss	—		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 Financial Position



	As of December 31, 2014
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	2,727	$	1,361	$	(3,714	)	$	374
Short-term investments	—		165		229		—			394
Receivables, net	—		—		2,815		—			2,815
Fiduciary assets	—		—		11,638		—			11,638
Intercompany receivables	455		2,814		9,156		(12,425		)	—
Other current assets	2		226		407		(33		)	602
Total Current Assets	457		5,932		25,606		(16,172		)	15,823
Goodwill	—		—		8,860		—			8,860
Intangible assets, net	—		—		2,520		—			2,520
Fixed assets, net	—		—		765		—			765
Investments	—		81		62		—			143
Deferred tax assets	159		570		113		(698		)	144
Intercompany receivables	7,399		600		111		(8,110		)	—
Other non-current assets	20		46		1,543		(92		)	1,517
Investment in subsidiary	4,962		15,200		—		(20,162		)	—
TOTAL ASSETS	$	12,997	$	22,429	$	39,580	$	(45,234	)	$	29,772
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,638	$	—		$	11,638
Short-term debt and current portion of long-term debt	—		767		16		—			783
Accounts payable and accrued liabilities	3,755		58		1,706		(3,714		)	1,805
Intercompany payables	122		8,960		3,343		(12,425		)	—
Other current liabilities	—		49		772		(33		)	788
Total Current Liabilities	3,877		9,834		17,475		(16,172		)	15,014
Long-term debt	2,544		1,917		338		—			4,799
Deferred tax liabilities	—		—		1,011		(698		)	313
Pension, other post-retirement and other post-employment liabilities	—		1,396		745		—			2,141
Intercompany payables	—		7,277		833		(8,110		)	—
Other non-current liabilities	5		125		836		(92		)	874
TOTAL LIABILITIES	6,426		20,549		21,238		(25,072		)	23,141
TOTAL AON SHAREHOLDERS’ EQUITY	6,571		1,880		18,282		(20,162		)	6,571
Noncontrolling interests	—		—		60		—			60
TOTAL EQUITY	6,571		1,880		18,342		(20,162		)	6,631
TOTAL LIABILITIES AND EQUITY	$	12,997	$	22,429	$	39,580	$	(45,234	)	$	29,772

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 Cash Flows



	Year Ended December 31, 2014
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	599		$	(927	)	$	1,970		$	—		$	1,642
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			39			13			—			52
Purchase of long-term investments	—			(20		)	—			—			(20		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(3		)	113			—			110
Acquisition of businesses, net of cash acquired	—			—			(479		)	—			(479		)
Proceeds from sale of businesses	—			—			48			—			48
Capital expenditures	—			—			(256		)	—			(256		)
CASH USED FOR (PROVIDED BY) INVESTING ACTIVITIES	—			16			(561		)	—			(545		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(2,250		)	—			—			—			(2,250		)
Advances from (to) affiliates	19			3,215			(536		)	(2,698		)	—
Issuance of shares for employee benefit plans	65			—			—			—			65
Issuance of debt	2,908			2,326			5			—			5,239
Repayment of debt	(1,068		)	(2,150		)	(700		)	—			(3,918		)
Cash dividends to shareholders	(273		)	—			—			—			(273		)
Purchase of shares from noncontrolling interests	—			—			3			—			3
Dividends paid to noncontrolling interests	—			—			(24		)	—			(24		)
Proceeds from sale-leaseback	—			—			25			—			25
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(599		)	3,391			(1,227		)	(2,698		)	(1,133		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(67		)	—			(67		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			2,480			115			(2,698		)	(103		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			247			1,246			(1,016		)	477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,727		$	1,361		$	(3,714	)	$	374

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 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 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) PROVIDED BY 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 PROVIDED BY (USED FOR) FINANCING ACTIVITIES	268			60			(1,896		)	(18		)	(1,586		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			9			—			9
NET INCREASE (DECREASE) 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