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, including 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. Aon Corporation is a 100% indirectly owned subsidiary of Aon plc. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the debt. In addition, 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 and 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, the 4.60% Notes due June 2044, and the 4.75% Notes due May 2045. 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, the 4.60% Notes due 2044, or the 4.75% Notes due 2045. As a result of the existence of these guarantees, the Company is required by Rule 3-10 of Regulation S-X to present the financial information set forth in this footnote.

The following tables set forth condensed consolidating statements of income for the three and six months ended June 30, 2015 and 2014, condensed consolidating statements of comprehensive income for the three and six months ended June 30, 2015 and 2014, condensed consolidating statements of financial position as of June 30, 2015 and December 31, 2014, and condensed consolidating statements of cash flows for the six months ended June 30, 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 June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,800		$	—		$	2,800
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,805			—			2,805
Expenses
Compensation and benefits	5			10			1,638			—			1,653
Other general expenses	(4		)	2			877			—			875
Total operating expenses	1			12			2,515			—			2,528
Operating (loss) income	(1		)	(12		)	290			—			277
Interest income	(5		)	4			5			—			4
Interest expense	(29		)	(33		)	(6		)	—			(68		)
Intercompany interest income (expense)	119			(116		)	(3		)	—			—
Intercompany other (expense) income	(56		)	(15		)	71			—			—
Other income	(1		)	—			2			—			1
(Loss) income before taxes	27			(172		)	359			—			214
Income tax (benefit) expense	6			(66		)	86			—			26
(Loss) income before equity in earnings of subsidiaries	21			(106		)	273			—			188
Equity in earnings of subsidiaries, net of tax	157			170			64			(391		)	—
Net income	178			64			337			(391		)	188
Less: Net income attributable to noncontrolling interests	—			—			10			—			10
Net income attributable to Aon shareholders	$	178		$	64		$	327		$	(391	)	$	178

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	6			6			1,696			—			1,708
Other general expenses	1			3			762			—			766
Total operating expenses	7			9			2,458			—			2,474
Operating (loss) income	(7		)	(9		)	461			—			445
Interest income	(2		)	—			4			—			2
Interest expense	(15		)	(32		)	(18		)	—			(65		)
Intercompany interest income (expense)	111			(73		)	(38		)	—			—
Intercompany other (expense) income	(54		)	(4		)	58			—			—
Other income	(1		)	8			(9		)	—			(2		)
Income (loss) before taxes	32			(110		)	458			—			380
Income tax expense (benefit)	6			(42		)	103			—			67
Income (loss) before equity in earnings of subsidiaries	26			(68		)	355			—			313
Equity in earnings of subsidiaries, net of tax	278			288			220			(786		)	—
Net income	304			220			575			(786		)	313
Less: Net income attributable to noncontrolling interests	—			—			9			—			9
Net income attributable to Aon shareholders	$	304		$	220		$	566		$	(786	)	$	304

Condensed Consolidating Statement of Income



	Six months ended June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	5,642		$	—		$	5,642
Fiduciary investment income	—			—			10			—			10
Total revenue	—			—			5,652			—			5,652
Expenses
Compensation and benefits	57			21			3,258			—			3,336
Other general expenses	9			4			1,585			—			1,598
Total operating expenses	66			25			4,843			—			4,934
Operating (loss) income	(66		)	(25		)	809			—			718
Interest income	(9		)	7			9			—			7
Interest expense	(54		)	(68		)	(11		)	—			(133		)
Intercompany interest income (expense)	239			(221		)	(18		)	—			—
Intercompany other (expense) income	(106		)	(23		)	129			—			—
Other income	1			8			34			—			43
(Loss) income before taxes	5			(322		)	952			—			635
Income tax (benefit) expense	1			(117		)	222			—			106
(Loss) income before equity in earnings of subsidiaries	4			(205		)	730			—			529
Equity in earnings of subsidiaries, net of tax	502			571			366			(1,439		)	—
Net income	506			366			1,096			(1,439		)	529
Less: Net income attributable to noncontrolling interests	—			—			23			—			23
Net income attributable to Aon shareholders	$	506		$	366		$	1,073		$	(1,439	)	$	506

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	72			13			3,374			—			3,459
Other general expenses	6			5			1,482			—			1,493
Total operating expenses	78			18			4,856			—			4,952
Operating (loss) income	(78		)	(18		)	1,010			—			914
Interest income	(4		)	1			7			—			4
Interest expense	(25		)	(63		)	(35		)	—			(123		)
Intercompany interest income (expense)	222			(147		)	(75		)	—			—
Intercompany other (expense) income	(72		)	(19		)	91			—			—
Other income	(1		)	8			(8		)	—			(1		)
(Loss) income before taxes	42			(238		)	990			—			794
Income tax (benefit) expense	9			(92		)	228			—			145
(Loss) income before equity in earnings of subsidiaries	33			(146		)	762			—			649
Equity in earnings of subsidiaries, net of tax	596			621			475			(1,692		)	—
Net income	629			475			1,237			(1,692		)	649
Less: Net income attributable to noncontrolling interests	—			—			20			—			20
Net income attributable to Aon shareholders	$	629		$	475		$	1,217		$	(1,692	)	$	629

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2015
					Other
	Aon		Aon		Non-Guarantor			Consolidating
(millions)	plc		Corporation		Subsidiaries			Adjustments			Consolidated
Net income	$	178	$	64	$	337		$	(391	)	$	188
Less: Net income attributable to noncontrolling interests	—		—		10			—			10
Net income attributable to Aon shareholders	$	178	$	64	$	327		$	(391	)	$	178
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—		2		(8		)	—			(6		)
Foreign currency translation adjustments	—		4		171			—			175
Post-retirement benefit obligation	—		9		12			—			21
Total other comprehensive loss	—		15		175			—			190
Equity in other comprehensive loss of subsidiaries, net of tax	191		173		188			(552		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Total other comprehensive loss attributable to Aon shareholders	191		188		364			(552		)	191
Comprehensive income attributable to Aon shareholders	$	369	$	252	$	691		$	(943	)	$	369

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	$	220		$	575	$	(786	)	$	313
Less: Net income attributable to noncontrolling interests	—		—			9		—			9
Net income attributable to Aon shareholders	$	304	$	220		$	566	$	(786	)	$	304
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—		(1		)	11		—			10
Foreign currency translation adjustments	—		15			59		—			74
Post-retirement benefit obligation	—		5			13		—			18
Total other comprehensive (loss) income	—		19			83		—			102
Equity in other comprehensive income 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	$	312		$	649	$	(961	)	$	406

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	506		$	366		$	1,096		$	(1,439	)	$	529
Less: Net income attributable to noncontrolling interests	—			—			23			—			23
Net income attributable to Aon shareholders	$	506		$	366		$	1,073		$	(1,439	)	$	506
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			1			(2		)	—			(1		)
Foreign currency translation adjustments	—			(19		)	(128		)	—			(147		)
Post-retirement benefit obligation	—			17			27			—			44
Total other comprehensive loss	—			(1		)	(103		)	—			(104		)
Equity in other comprehensive loss of subsidiaries, net of tax	(102		)	(94		)	(95		)	291			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive loss attributable to Aon shareholders	(102		)	(95		)	(196		)	291			(102		)
Comprehensive income attributable to Aon shareholders	$	404		$	271		$	877		$	(1,148	)	$	404

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	$	475		$	1,237		$	(1,692	)	$	649
Less: Net income attributable to noncontrolling interests	—		—			20			—			20
Net income attributable to Aon shareholders	$	629	$	475		$	1,217		$	(1,692	)	$	629
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—		—			20			—			20
Foreign currency translation adjustments	—		(2		)	92			—			90
Post-retirement benefit obligation	—		11			33			—			44
Total other comprehensive loss	—		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 loss attributable to Aon shareholders	156		151			147			(298		)	156
Comprehensive income attributable to Aon shareholders	$	785	$	626		$	1,364		$	(1,990	)	$	785

Condensed Consolidating Statement of Financial Position



	As of June 30, 2015
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	2,221	$	707	$	(2,561	)	$	367
Short-term investments	—		125		359		—			484
Receivables, net	—		—		2,684		—			2,684
Fiduciary assets	—		—		11,389		—			11,389
Intercompany receivables	258		3,847		10,286		(14,391		)	—
Other current assets	2		223		538		(32		)	731
Total Current Assets	260		6,416		25,963		(16,984		)	15,655
Goodwill	—		—		8,661		—			8,661
Intangible assets, net	—		—		2,350		—			2,350
Fixed assets, net	—		—		782		—			782
Intercompany receivables	7,379		581		1,621		(9,581		)	—
Other non-current assets	189		693		1,656		(783		)	1,755
Investment in subsidiary	4,488		15,799		542		(20,829		)	—
TOTAL ASSETS	$	12,316	$	23,489	$	41,575	$	(48,177	)	$	29,203

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	11,389	$	—		$	11,389
Short-term debt and current portion of long-term debt	—		1,225		12		—			1,237
Accounts payable and accrued liabilities	2,597		49		1,283		(2,561		)	1,368
Intercompany payables	223		9,975		4,194		(14,392		)	—
Other current liabilities	—		55		822		(32		)	845
Total Current Liabilities	2,820		11,304		17,700		(16,985		)	14,839
Long-term debt	3,092		1,418		314		—			4,824
Pension, other post-retirement and other post-employment liabilities	—		1,336		608		—			1,944
Intercompany payables	—		8,787		794		(9,581		)	—
Other non-current liabilities	6		102		1,814		(782		)	1,140
TOTAL LIABILITIES	5,918		22,947		21,230		(27,348		)	22,747

TOTAL AON SHAREHOLDERS' EQUITY	6,398		542		20,287		(20,829		)	6,398
Noncontrolling interests	—		—		58		—			58
TOTAL EQUITY	6,398		542		20,345		(20,829		)	6,456

TOTAL LIABILITIES AND EQUITY	$	12,316	$	23,489	$	41,575	$	(48,177	)	$	29,203

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



	Six months ended June 30, 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	$	(120	)	$	(368	)	$	853		$	—		$	365

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			—			10			—			10
Purchase of long-term investments	—			(1		)	—			—			(1		)
Net sales of short-term investments - non-fiduciary	—			41			(138		)	—			(97		)
Acquisition of businesses, net of cash acquired	—			—			(23		)	—			(23		)
Proceeds from sale of businesses	—			—			52			—			52
Capital expenditures	—			—			(142		)	—			(142		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			40			(241		)	—			(201		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(550		)	—			—			—			(550		)
Advances from (to) affiliates	172			(134		)	(1,191		)	1,153			—
Issuance of shares for employee benefit plans	52			—			—			—			52
Issuance of debt	712			1,732			1			—			2,445
Repayment of debt	(110		)	(1,776		)	(10		)	—			(1,896		)
Cash dividends to shareholders	(156		)	—			—			—			(156		)
Purchase of shares from noncontrolling interests	—			—			(5		)	—			(5		)
Dividends paid to noncontrolling interests	—			—			(18		)	—			(18		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	120			(178		)	(1,223		)	1,153			(128		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(43		)	—			(43		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(506		)	(654		)	1,153			(7		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,221		$	707		$	(2,561	)	$	367

Condensed Consolidating Statement of Cash Flows



	Six months ended June 30, 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	$	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 from (to) 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