Guarantee of Registered Securities

As described in Note 14, 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% 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 months ended March 31, 2015 and 2014, condensed consolidating statements of comprehensive income for the three months ended March 31, 2015 and 2014, condensed consolidating statements of financial position as of March 31, 2015 and December 31, 2014, and condensed consolidating statements of cash flows for the three months ended March 31, 2015 and 2014 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 January 2015, Aon plc transferred its ownership of all of its directly held subsidiaries to Aon Global Holdings Limited, an intermediate holding company. The financial results of Aon Global Holdings Limited are 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 plc to Aon Global Holdings Limited below for all periods presented.

Certain amounts in prior year's condensed consolidating statements of income have been reclassified and adjusted to conform to the 2015 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



	Three months ended March 31, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,842		$	—		$	2,842
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,847			—			2,847
Expenses
Compensation and benefits	52			11			1,620			—			1,683
Other general expenses	13			2			708			—			723
Total operating expenses	65			13			2,328			—			2,406
Operating (loss) income	(65		)	(13		)	519			—			441
Interest income	(5		)	3			5			—			3
Interest expense	(25		)	(34		)	(6		)	—			(65		)
Intercompany interest income (expense)	119			(105		)	(14		)	—			—
Intercompany other (expense) income	(50		)	(8		)	58			—			—
Other income	2			8			32			—			42
(Loss) income before taxes	(24		)	(149		)	594			—			421
Income tax (benefit) expense	(5		)	(50		)	135			—			80
(Loss) income before equity in earnings of subsidiaries	(19		)	(99		)	459			—			341
Equity in earnings of subsidiaries, net of tax	347			403			304			(1,054		)	—
Net income	328			304			763			(1,054		)	341
Less: Net income attributable to noncontrolling interests	—			—			13			—			13
Net income attributable to Aon shareholders	$	328		$	304		$	750		$	(1,054	)	$	328

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	66			7			1,678			—			1,751
Other general expenses	4			3			720			—			727
Total operating expenses	70			10			2,398			—			2,478
Operating (loss) income	(69		)	(10		)	548			—			469
Interest income	(2		)	—			4			—			2
Interest expense	(9		)	(31		)	(18		)	—			(58		)
Intercompany interest income (expense)	111			(74		)	(37		)	—			—
Intercompany other (expense) income	(19		)	(15		)	34			—			—
Other income	—			—			1			—			1
Income (loss) before taxes	12			(130		)	532			—			414
Income tax expense (benefit)	3			(50		)	125			—			78
Income (loss) before equity in earnings of subsidiaries	9			(80		)	407			—			336
Equity in earnings of subsidiaries, net of tax	316			333			253			(902		)	—
Net income	325			253			660			(902		)	336
Less: Net income attributable to noncontrolling interests	—			—			11			—			11
Net income attributable to Aon shareholders	$	325		$	253		$	649		$	(902	)	$	325

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	328		$	304		$	763		$	(1,054	)	$	341
Less: Net income attributable to noncontrolling interests	—			—			13			—			13
Net income attributable to Aon shareholders	$	328		$	304		$	750		$	(1,054	)	$	328
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—			—			(1		)	—			(1		)
Change in fair value of derivatives	—			(1		)	7			—			6
Foreign currency translation adjustments	—			(23		)	(299		)	—			(322		)
Post-retirement benefit obligation	—			8			15			—			23
Total other comprehensive loss	—			(16		)	(278		)	—			(294		)
Equity in other comprehensive loss of subsidiaries, net of tax	(293		)	(267		)	(283		)	843			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Total other comprehensive loss attributable to Aon shareholders	(293		)	(283		)	(560		)	843			(293		)
Comprehensive income attributable to Aon shareholders	$	35		$	21		$	190		$	(211	)	$	35

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	$	253		$	660		$	(902	)	$	336
Less: Net income attributable to noncontrolling interests	—		—			11			—			11
Net income attributable to Aon shareholders	$	325	$	253		$	649		$	(902	)	$	325
Other comprehensive income (loss), 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 (loss) income	—		(10		)	62			—			52
Equity in other comprehensive income of subsidiaries, net of tax	54		69			59			(182		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	54		59			123			(182		)	54
Comprehensive income attributable to Aon Shareholders	$	379	$	312		$	772		$	(1,084	)	$	379

Condensed Consolidating Statement of Financial Position



	As of March 31, 2015
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	2,230	$	650	$	(2,502	)	$	378
Short-term investments	—		166		177		—			343
Receivables, net	—		—		2,672		—			2,672
Fiduciary assets	—		—		10,894		—			10,894
Intercompany receivables	125		3,581		9,681		(13,387		)	—
Other current assets	2		207		536		(33		)	712
Total Current Assets	127		6,184		24,610		(15,922		)	14,999
Goodwill	—		—		8,548		—			8,548
Intangible assets, net	—		—		2,410		—			2,410
Fixed assets, net	—		—		754		—			754
Intercompany receivables	7,374		577		121		(8,072		)	—
Other non-current assets	181		701		1,589		(793		)	1,678
Investment in subsidiary	4,121		15,391		1,868		(21,380		)	—
TOTAL ASSETS	$	11,803	$	22,853	$	39,900	$	(46,167	)	$	28,389

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	10,894	$	—		$	10,894
Short-term debt and current portion of long-term debt	109		846		11		—			966
Accounts payable and accrued liabilities	2,597		31		1,265		(2,502		)	1,391
Intercompany payables	246		9,382		3,759		(13,387		)	—
Other current liabilities	—		49		849		(33		)	865
Total Current Liabilities	2,952		10,308		16,778		(15,922		)	14,116
Long-term debt	2,480		1,917		313		—			4,710
Pension, other post-retirement and other post-employment liabilities	—		1,366		635		—			2,001
Intercompany payables	—		7,287		785		(8,072		)	—
Other non-current liabilities	6		107		1,811		(793		)	1,131
TOTAL LIABILITIES	5,438		20,985		20,322		(24,787		)	21,958

TOTAL AON SHAREHOLDERS' EQUITY	6,365		1,868		19,512		(21,380		)	6,365
Noncontrolling interests	—		—		66		—			66
TOTAL EQUITY	6,365		1,868		19,578		(21,380		)	6,431

TOTAL LIABILITIES AND EQUITY	$	11,803	$	22,853	$	39,900	$	(46,167	)	$	28,389

Condensed Consolidating Statement of Financial Position



	As of December 31, 2014
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		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
Intercompany receivables	7,399		600		111		(8,110		)	—
Other non-current assets	179		697		1,718		(790		)	1,804
Investment in subsidiary	4,962		15,200		1,880		(22,042		)	—
TOTAL ASSETS	$	12,997	$	22,429	$	41,460	$	(47,114	)	$	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
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		1,847		(790		)	1,187
TOTAL LIABILITIES	6,426		20,549		21,238		(25,072		)	23,141

TOTAL AON SHAREHOLDERS' EQUITY	6,571		1,880		20,162		(22,042		)	6,571
Noncontrolling interests	—		—		60		—			60
TOTAL EQUITY	6,571		1,880		20,222		(22,042		)	6,631

TOTAL LIABILITIES AND EQUITY	$	12,997	$	22,429	$	41,460	$	(47,114	)	$	29,772

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2015
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	2		$	(188	)	$	322		$	—		$	136

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			—			3			—			3
Purchase of long-term investments	—			(1		)	—			—			(1		)
Net sales of short-term investments - non-fiduciary	—			(1		)	43			—			42
Acquisition of businesses, net of cash acquired	—			—			(21		)	—			(21		)
Proceeds from sale of businesses	—			—			41			—			41
Capital expenditures	—			—			(62		)	—			(62		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			(2		)	4			—			2

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(250		)	—			—			—			(250		)
Advances from (to) affiliates	157			(385		)	(984		)	1,212			—
Issuance of shares for employee benefit plans	48			—			—			—			48
Issuance of debt	114			756			—			—			870
Repayment of debt	—			(678		)	(8		)	—			(686		)
Cash dividends to shareholders	(71		)	—			—			—			(71		)
Purchase of shares from noncontrolling interests	—			—			(5		)	—			(5		)
Dividends paid to noncontrolling interests	—			—			(1		)	—			(1		)
Proceeds from sale-leaseback	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(2		)	(307		)	(998		)	1,212			(95		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(39		)	—			(39		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(497		)	(711		)	1,212			4
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,230		$	650		$	(2,502	)	$	378

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2014
							Other
	Aon			Aon			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
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