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% indirectly 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 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. The guarantee of Aon Corporation is full and unconditional. There are no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of this debt security.

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

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		$	2,907		$	(2	)	$	2,908
Fiduciary investment income	—			—			7			—			7
Total revenue	1			2			2,914			(2		)	2,915

Expenses
Compensation and benefits	11			15			1,699			—			1,725
Other general expenses	7			8			767			(2		)	780
Total operating expenses	18			23			2,466			(2		)	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 after taxes	(21		)	(7		)	300			—			272

Equity in earnings of subsidiaries, net of tax	282			262			255			(799		)	—

Net income	261			255			555			(799		)	272
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	261		$	255		$	544		$	(799	)	$	261

Condensed Consolidating Statement of Income



	Three months ended March 31, 2012
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—	$	—		$	2,829		$	—		$	2,829
Fiduciary investment income	—		1			11			—			12
Total revenue	—		1			2,840			—			2,841

Expenses
Compensation and benefits	—		69			1,592			—			1,661
Other general expenses	—		8			770			—			778
Total operating expenses	—		77			2,362			—			2,439
Operating (loss) income	—		(76		)	478			—			402
Interest income	—		—			3			—			3
Interest expense	—		(40		)	(19		)	—			(59		)
Intercompany interest income (expense)	—		46			(46		)	—			—
Other income (expense)	—		8			(8		)	—			—
(Loss) income before taxes	—		(62		)	408			—			346
Income tax (benefit) expense	—		(24		)	121			—			97
(Loss) income after taxes	—		(38		)	287			—			249

Equity in earnings of subsidiaries, net of tax	238		247			209			(694		)	—

Net income	238		209			496			(694		)	249
Less: Net income attributable to noncontrolling interests	—		—			11			—			11
Net income attributable to Aon shareholders	$	238	$	209		$	485		$	(694	)	$	238

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		$	255		$	555		$	(799	)	$	272
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	261		$	255		$	544		$	(799	)	$	261
Other comprehensive loss, net of tax:
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 loss	—			—			(165		)	—			(165		)
Equity in other comprehensive loss of subsidiaries, net of tax	(165		)	(169		)	(169		)	503			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(165		)	(169		)	(334		)	503			(165		)
Comprehensive income attributable to Aon shareholders	$	96		$	86		$	210		$	(296	)	$	96

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2012
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
Net income	$	238	$	209	$	496	$	(694	)	$	249
Less: Net income attributable to noncontrolling interests	—		—		11		—			11
Net income attributable to Aon shareholders	$	238	$	209	$	485	$	(694	)	$	238
Other comprehensive income, net of tax:
Change in fair value of derivatives	—		—		7		—			7
Foreign currency translation adjustments	—		4		100		—			104
Post-retirement benefit obligation	—		6		15		—			21
Total other comprehensive income	—		10		122		—			132
Equity in other comprehensive income of subsidiaries, net of tax	131		117		127		(375		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—		1		—			1
Total other comprehensive income attributable to Aon shareholders	131		127		248		(375		)	131
Comprehensive income attributable to Aon Shareholders	$	369	$	336	$	733	$	(1,069	)	$	369

Condensed Consolidating Statement of Financial Position



	As of March 31, 2013
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	5	$	251	$	152	$	—		$	408
Short-term investments	—		128		224		—			352
Receivables, net	2		2		2,880		—			2,884
Fiduciary assets	—		—		12,224		—			12,224
Intercompany receivables	23		2,499		4,145		(6,667		)	—
Other current assets	11		41		340		(3		)	389
Total Current Assets	41		2,921		19,965		(6,670		)	16,257
Goodwill	—		—		8,786		—			8,786
Intangible assets, net	—		—		2,844		—			2,844
Fixed assets, net	—		—		816		—			816
Investments	—		52		100		—			152
Intercompany receivables	166		2,193		2,108		(4,467		)	—
Other non-current assets	118		731		430		(105		)	1,174
Investment in subsidiary	10,591		10,759		8,464		(29,814		)	—
TOTAL ASSETS	$	10,916	$	16,656	$	43,513	$	(41,056	)	$	30,029

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	12,224	$	—		$	12,224
Short-term debt and current portion of long-term debt	—		748		54		—			802
Accounts payable and accrued liabilities	15		76		1,349		—			1,440
Intercompany payables	32		3,123		2,531		(5,686		)	—
Other current liabilities	—		47		748		—			795
Total Current Liabilities	47		3,994		16,906		(5,686		)	15,261
Long-term debt	194		2,515		1,061		—			3,770
Pension, other post-retirement and other post-employment liabilities	—		1,262		765		—			2,027
Intercompany payables	3,090		166		2,195		(5,451		)	—
Other non-current liabilities	6		255		1,182		(105		)	1,338
TOTAL LIABILITIES	3,337		8,192		22,109		(11,242		)	22,396

TOTAL AON SHAREHOLDERS’ EQUITY	7,579		8,464		21,350		(29,814		)	7,579
Noncontrolling interests	—		—		54		—			54
TOTAL EQUITY	7,579		8,464		21,404		(29,814		)	7,633

TOTAL LIABILITIES AND EQUITY	$	10,916	$	16,656	$	43,513	$	(41,056	)	$	30,029

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		19,442			(5,637		)	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		10,522		8,322			(29,242		)	—
TOTAL ASSETS	$	10,824	$	15,737	$	44,142		$	(40,217	)	$	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		1,772			—			1,853
Intercompany payables	51		2,637		2,162			(4,850		)	—
Other current liabilities	—		49		779			3			831
Total Current Liabilities	61		3,186		16,950			(4,847		)	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		23,179			(10,975		)	22,681

TOTAL AON SHAREHOLDERS’ EQUITY	7,762		8,322		20,920			(29,242		)	7,762
Noncontrolling interests	—		—		43			—			43
TOTAL EQUITY	7,762		8,322		20,963			(29,242		)	7,805

TOTAL LIABILITIES AND EQUITY	$	10,824	$	15,737	$	44,142		$	(40,217	)	$	30,486

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 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	$	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		)	110			—		—
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			135			—		120

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			5			—		5
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(126		)	52			191			—		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

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 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	$	—	$	(66	)	$	51		$	—	$	(15	)

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—		—			36			—		36
Purchase of long-term investments	—		(3		)	—			—		(3		)
Net sales of short-term investments - non-fiduciary	—		236			47			—		283
Acquisition of businesses, net of cash acquired	—		—			(23		)	—		(23		)
Capital expenditures	—		—			(71		)	—		(71		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—		233			(11		)	—		222

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	—		(100		)	—			—		(100		)
Advances from (to) affiliates	17		(14		)	(3		)	—		—
Issuance of shares for employee benefit plans	—		49			—			—		49
Issuance of debt	—		75			—			—		75
Repayment of debt	—		(137		)	(3		)	—		(140		)
Cash dividends to shareholders	—		(49		)	—			—		(49		)
Dividends paid to noncontrolling interests	—		—			(1		)	—		(1		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	17		(176		)	(7		)	—		(166		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—		—			10			—		10
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	17		(9		)	43			—		51
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—		(21		)	293			—		272
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17	$	(30	)	$	336		$	—	$	323