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, the 4.00% Notes Due November 2023 issued on November 21, 2013, the 2.875% Notes Due May 2026 issued on May 7, 2014, the 3.50% Notes Due May 2024 issued on May 20, 2014, and the 4.60% Notes Due May 2044 issued on May 20, 2014. 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 six months ended June 30, 2014 and 2013, condensed consolidating statements of comprehensive income for the three and six months ended June 30, 2014 and 2013, condensed consolidating statements of financial position as of June 30, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the six months ended June 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.

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 June 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,913		$	—		$	2,913
Fiduciary investment income	—			—			6			—			6
Total revenue	—			—			2,919			—			2,919
Expenses
Compensation and benefits	34			6			1,668			—			1,708
Other general expenses	5			7			754			—			766
Total operating expenses	39			13			2,422			—			2,474
Operating (loss) income	(39		)	(13		)	497			—			445
Interest income	(2		)	—			4			—			2
Interest expense	(15		)	(32		)	(18		)	—			(65		)
Intercompany interest income (expense)	111			(73		)	(38		)	—			—
Other (expense) income	(1		)	8			(9		)	—			(2		)
Income (loss) before taxes	54			(110		)	436			—			380
Income tax expense (benefit)	7			(42		)	102			—			67
Income (loss) before equity in earnings of subsidiaries	47			(68		)	334			—			313
Equity in earnings of subsidiaries, net of tax	257			267			—			(524		)	—
Net income	304			199			334			(524		)	313
Less: Net income attributable to noncontrolling interests	—			—			9			—			9
Net income attributable to Aon shareholders	$	304		$	199		$	325		$	(524	)	$	304

Condensed Consolidating Statement of Income



	Three months ended June 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	1		$	—		$	2,890		$	—		$	2,891
Fiduciary investment income	—			—			6			—			6
Total revenue	1			—			2,896			—			2,897
Expenses
Compensation and benefits	4			6			1,702			—			1,712
Other general expenses	9			16			778			—			803
Total operating expenses	13			22			2,480			—			2,515
Operating (loss) income	(12		)	(22		)	416			—			382
Interest income	—			1			1			—			2
Interest expense	(4		)	(33		)	(11		)	—			(48		)
Intercompany interest (expense) income	(7		)	43			(36		)	—			—
Other (expense) income	—			(2		)	8			—			6
(Loss) income before taxes	(23		)	(13		)	378			—			342
Income tax (benefit) expense	(3		)	(6		)	99			—			90
(Loss) income before equity in earnings of subsidiaries	(20		)	(7		)	279			—			252
Equity in earnings of subsidiaries, net of tax	261			234			—			(495		)	—
Net income	241			227			279			(495		)	252
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	241		$	227		$	268		$	(495	)	$	241

Condensed Consolidating Statement of Income



	Six months ended June 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	5,854		$	—		$	5,854
Fiduciary investment income	—			—			12			—			12
Total revenue	—			—			5,866			—			5,866
Expenses
Compensation and benefits	45			15			3,399			—			3,459
Other general expenses	13			22			1,458			—			1,493
Total operating expenses	58			37			4,857			—			4,952
Operating (loss) income	(58		)	(37		)	1,009			—			914
Interest income	(4		)	1			7			—			4
Interest expense	(25		)	(63		)	(35		)	—			(123		)
Intercompany interest income (expense)	222			(147		)	(75		)	—			—
Other (expense) income	(1		)	8			(8		)	—			(1		)
Income (loss) before taxes	134			(238		)	898			—			794
Income tax expense (benefit)	28			(92		)	209			—			145
Income (loss) before equity in earnings of subsidiaries	106			(146		)	689			—			649
Equity in earnings of subsidiaries, net of tax	523			549			—			(1,072		)	—
Net income	629			403			689			(1,072		)	649
Less: Net income attributable to noncontrolling interests	—			—			20			—			20
Net income attributable to Aon shareholders	$	629		$	403		$	669		$	(1,072	)	$	629

Condensed Consolidating Statement of Income



	Six months ended June 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	2		$	—		$	5,797		$	—		$	5,799
Fiduciary investment income	—			—			13			—			13
Total revenue	2			—			5,810			—			5,812
Expenses
Compensation and benefits	15			21			3,401			—			3,437
Other general expenses	16			23			1,544			—			1,583
Total operating expenses	31			44			4,945			—			5,020
Operating (loss) income	(29		)	(44		)	865			—			792
Interest income	—			1			2			—			3
Interest expense	(6		)	(67		)	(27		)	—			(100		)
Intercompany interest (expense) income	(14		)	86			(72		)	—			—
Other (expense) income	—			(3		)	18			—			15
(Loss) income before taxes	(49		)	(27		)	786			—			710
Income tax (benefit) expense	(9		)	(11		)	206			—			186
(Loss) income before equity in earnings of subsidiaries	(40		)	(16		)	580			—			524
Equity in earnings of subsidiaries, net of tax	542			489			—			(1,031		)	—
Net income	502			473			580			(1,031		)	524
Less: Net income attributable to noncontrolling interests	—			—			22			—			22
Net income attributable to Aon shareholders	$	502		$	473		$	558		$	(1,031	)	$	502

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2014
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	304	$	199		$	334		$	(524	)	$	313
Less: Net income attributable to noncontrolling interests	—		—			9			—			9
Net income attributable to Aon shareholders	$	304	$	199		$	325		$	(524	)	$	304
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—		—			(2		)	—			(2		)
Change in fair value of derivatives	—		(1		)	13			—			12
Foreign currency translation adjustments	—		15			59			—			74
Post-retirement benefit obligation	—		5			13			—			18
Total other comprehensive income	—		19			83			—			102
Equity in other comprehensive loss of subsidiaries, net of tax	102		73			—			(175		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			—			—			—
Total other comprehensive income attributable to Aon shareholders	102		92			83			(175		)	102
Comprehensive income attributable to Aon shareholders	$	406	$	291		$	408		$	(699	)	$	406

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	241		$	227		$	279		$	(495	)	$	252
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	241		$	227		$	268		$	(495	)	$	241
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—			4			9			—			13
Change in fair value of derivatives	—			2			(9		)	—			(7		)
Foreign currency translation adjustments	—			(11		)	(47		)	—			(58		)
Post-retirement benefit obligation	—			7			11			—			18
Total other comprehensive income	—			2			(36		)	—			(34		)
Equity in other comprehensive income of subsidiaries, net of tax	(32		)	(34		)	—			66			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	(32		)	(32		)	(34		)	66			(32		)
Comprehensive income attributable to Aon Shareholders	$	209		$	195		$	234		$	(429	)	$	209

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2014
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	629	$	403		$	689		$	(1,072	)	$	649
Less: Net income attributable to noncontrolling interests	—		—			20			—			20
Net income attributable to Aon shareholders	$	629	$	403		$	669		$	(1,072	)	$	629
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—		—			(1		)	—			(1		)
Change in fair value of derivatives	—		—			21			—			21
Foreign currency translation adjustments	—		(2		)	92			—			90
Post-retirement benefit obligation	—		11			33			—			44
Total other comprehensive income	—		9			145			—			154
Equity in other comprehensive loss of subsidiaries, net of tax	156		142			—			(298		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	156		151			147			(298		)	156
Comprehensive income attributable to Aon shareholders	$	785	$	554		$	816		$	(1,370	)	$	785

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2013
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	502		$	473		$	580		$	(1,031	)	$	524
Less: Net income attributable to noncontrolling interests	—			—			22			—			22
Net income attributable to Aon shareholders	$	502		$	473		$	558		$	(1,031	)	$	502
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—			4			9			—			13
Change in fair value of derivatives	—			3			(24		)	—			(21		)
Foreign currency translation adjustments	—			(19		)	(213		)	—			(232		)
Post-retirement benefit obligation	—			15			26			—			41
Total other comprehensive income	—			3			(202		)	—			(199		)
Equity in other comprehensive income of subsidiaries, net of tax	(197		)	(195		)	—			392			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	(197		)	(192		)	(200		)	392			(197		)
Comprehensive income attributable to Aon Shareholders	$	305		$	281		$	358		$	(639	)	$	305

Condensed Consolidating Statement of Financial Position



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

Cash and cash equivalents	$	—	$	181	$	1,416	$	(1,179	)	$	418
Short-term investments	—		136		172		—			308
Receivables, net	—		1		2,802		—			2,803
Fiduciary assets	—		—		12,786		—			12,786
Intercompany receivables	224		4,261		6,668		(11,153		)	—
Other current assets	1		165		1,342		(112		)	1,396
Total Current Assets	225		4,744		25,186		(12,444		)	17,711
Goodwill	—		—		9,099		—			9,099
Intangible assets, net	—		—		2,468		—			2,468
Fixed assets, net	—		—		787		—			787
Investments	—		73		65		—			138
Intercompany receivables	7,426		2,177		2,211		(11,814		)	—
Other non-current assets	151		501		1,607		(686		)	1,573
Investment in subsidiary	5,634		12,673		—		(18,307		)	—
TOTAL ASSETS	$	13,436	$	20,168	$	41,423	$	(43,251	)	$	31,776

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	12,786	$	—		$	12,786
Short-term debt and current portion of long-term debt	107		—		701		(9		)	799
Accounts payable and accrued liabilities	1,214		54		1,409		(1,179		)	1,498
Intercompany payables	2		6,586		4,565		(11,153		)	—
Other current liabilities	42		52		975		(112		)	957
Total Current Liabilities	1,365		6,692		20,436		(12,453		)	16,040
Long-term debt	2,267		2,508		371		9			5,155
Pension, other post-retirement and other post-employment liabilities	—		895		638		—			1,533
Intercompany payables	2,100		7,277		2,437		(11,814		)	—
Other non-current liabilities	4		108		1,863		(686		)	1,289
TOTAL LIABILITIES	5,736		17,480		25,745		(24,944		)	24,017

TOTAL AON SHAREHOLDERS’ EQUITY	7,700		2,688		15,619		(18,307		)	7,700
Noncontrolling interests	—		—		59		—			59
TOTAL EQUITY	7,700		2,688		15,678		(18,307		)	7,759

TOTAL LIABILITIES AND EQUITY	$	13,436	$	20,168	$	41,423	$	(43,251	)	$	31,776

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



	Six months ended June 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	$	265		$	(215	)	$	283		$	—		$	333

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			37			11			—			48
Purchase of long-term investments	—			(14		)	—			—			(14		)
Net sales of short-term investments - non-fiduciary	—			27			190			—			217
Acquisition of businesses, net of cash acquired	—			—			(83		)	—			(83		)
Proceeds from sale of businesses	—			—			1			—			1
Capital expenditures	—			—			(115		)	—			(115		)
CASH PROVIDED BY INVESTING ACTIVITIES	—			50			4			—			54

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,250		)	—			—			—			(1,250		)
Advances (to) from affiliates	(522		)	99			586			(163		)	—
Issuance of shares for employee benefit plans	40			—			—			—			40
Issuance of debt	2,169			1,161			(6		)	—			3,324
Repayment of debt	(574		)	(1,161		)	(10		)	—			(1,745		)
Deposit with trustee	—			—			(681		)	—			(681		)
Cash dividends to shareholders	(128		)	—			—			—			(128		)
Purchase of shares from noncontrolling interests	—			—			1			—			1
Dividends paid to noncontrolling interests	—			—			(10		)	—			(10		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(265		)	99			(120		)	(163		)	(449		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			3			—			3
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(66		)	170			(163		)	(59		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			247			1,246			(1,016		)	477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	181		$	1,416		$	(1,179	)	$	418

Condensed Consolidating Statement of Cash Flows



	Six months ended June 30, 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	$	(23	)	$	(89	)	$	499		$	—		$	387

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			2			21			—			23
Purchase of long-term investments	—			(6		)	—			—			(6		)
Net sales of short-term investments - non-fiduciary	—			26			3			—			29
Acquisition of businesses, net of cash acquired	—			—			(23		)	—			(23		)
Proceeds from sale of businesses	—			—			1			—			1
Capital expenditures	—			—			(122		)	—			(122		)
CASH USED PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			22			(120		)	—			(98		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(525		)	—			—			—			(525		)
Advances from (to) affiliates	126			444			(323		)	(247		)	—
Issuance of shares for employee benefit plans	57			—			—			—			57
Issuance of debt	639			2,044			231			—			2,914
Repayment of debt	(6		)	(2,362		)	(239		)	—			(2,607		)
Cash dividends to shareholders	(105		)	—			—			—			(105		)
Purchase of shares from noncontrolling interests	—			—			—			—			—
Dividends paid to noncontrolling interests	—			—			(6		)	—			(6		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	186			126			(337		)	(247		)	(272		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(42		)	—			(42		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	163			59			—			(247		)	(25		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131			199			—			(39		)	291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	294		$	258		$	—		$	(286	)	$	266