AON PLC, 10-Q filed on 4/25/2014
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2014
Document and Entity Information
 
Entity Registrant Name
Aon plc 
Entity Central Index Key
0000315293 
Document Type
10-Q 
Document Period End Date
Mar. 31, 2014 
Amendment Flag
false 
Current Fiscal Year End Date
--12-31 
Entity Current Reporting Status
Yes 
Entity Filer Category
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
296,483,350 
Document Fiscal Year Focus
2014 
Document Fiscal Period Focus
Q1 
Condensed Consolidated Statements of Income (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Revenue
 
 
Commissions, fees and other
$ 2,941 
$ 2,908 
Fiduciary investment income
Total revenue
2,947 
2,915 
Expenses
 
 
Compensation and benefits
1,751 
1,725 
Other general expenses
727 
780 
Total operating expenses
2,478 
2,505 
Operating income
469 
410 
Interest income
Interest expense
(58)
(52)
Other income
Income before income taxes
414 
368 
Income taxes
78 
96 
Net income
336 
272 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
$ 325 
$ 261 
Basic net income per share attributable to Aon shareholders (in dollars per share)
$ 1.07 
$ 0.82 
Diluted net income per share attributable to Aon shareholders (in dollars per share)
$ 1.06 
$ 0.82 
Cash dividends per share paid on ordinary shares (in dollars per share)
$ 0.18 
$ 0.16 
Weighted average ordinary shares outstanding - basic
303.5 1
316.4 1
Weighted average ordinary shares outstanding - diluted
307.2 
320.0 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
 
 
Net income
$ 336 
$ 272 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
325 
261 
Other comprehensive income (loss), net of tax:
 
 
Change in fair value of investments
Change in fair value of derivatives
(14)
Foreign currency translation adjustments
16 
(174)
Post-retirement benefit obligation
26 
23 
Total other comprehensive income (loss)
52 
(165)
Less: Other comprehensive income attributable to noncontrolling interests
(2)
Total other comprehensive income (loss) attributable to Aon shareholders
54 
(165)
Comprehensive income attributable to Aon shareholders
$ 379 
$ 96 
Condensed Consolidated Statements of Financial Position (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
CURRENT ASSETS
 
 
Cash and cash equivalents
$ 338 
$ 477 
Short-term investments
340 
523 
Receivables, net
2,880 
2,896 
Fiduciary assets
12,038 
11,871 
Other current assets
577 
563 
Total Current Assets
16,173 
16,330 
Goodwill
9,030 
8,997 
Intangible assets, net
2,500 
2,578 
Fixed assets, net
785 
791 
Investments
143 
132 
Other non-current assets
1,446 
1,423 
TOTAL ASSETS
30,077 
30,251 
CURRENT LIABILITIES
 
 
Fiduciary liabilities
12,038 
11,871 
Short-term debt and current portion of long-term debt
1,077 
703 
Accounts payable and accrued liabilities
1,499 
1,931 
Other current liabilities
967 
906 
Total Current Liabilities
15,581 
15,411 
Long-term debt
3,669 
3,686 
Pension, other post-retirement and other post-employment liabilities
1,573 
1,607 
Other non-current liabilities
1,248 
1,352 
TOTAL LIABILITIES
22,071 
22,056 
EQUITY
 
 
Ordinary shares - $0.01 nominal value Authorized: 750 shares (issued: 2014 - 296.5; 2013 - 300.7)
Additional paid-in capital
4,860 
4,785 
Retained earnings
5,403 
5,731 
Accumulated other comprehensive loss
(2,320)
(2,374)
TOTAL AON SHAREHOLDERS’ EQUITY
7,946 
8,145 
Noncontrolling interests
60 
50 
TOTAL EQUITY
8,006 
8,195 
TOTAL LIABILITIES AND EQUITY
$ 30,077 
$ 30,251 
Condensed Consolidated Statements of Financial Position (Parenthetical) (USD $)
In Millions, except Per Share data, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Common stock, nominal or par value
$ 0.01 
$ 0.01 
Common stock, Authorized shares
750 
750 
Common stock, issued shares
296.5 
300.7 
Condensed Consolidated Statement of Shareholders' Equity (USD $)
In Millions, unless otherwise specified
Total
Ordinary Shares and Additional Paid-in Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Loss, Net of Tax [Member]
Non-controlling Interests [Member]
Beginning Balance at Dec. 31, 2013
$ 8,195 
$ 4,788 
$ 5,731 
$ (2,374)
$ 50 
Beginning Balance (in shares) at Dec. 31, 2013
300.7 
300.7 
 
 
 
Increase (Decrease) in Shareholders' Equity
 
 
 
 
 
Net income
336 
 
325 
 
11 
Shares issued - employee benefit plans (in shares)
 
0.3 
 
 
 
Shares issued - employee benefit plans
14 
14 
 
 
 
Shares issued - employee compensation (in shares)
 
2.7 
 
 
 
Shares issued - employee compensation
(85)
(85)
 
 
 
Shares purchased (in shares)
 
(7.2)
 
 
 
Shares purchased
(600)
 
(600)
 
 
Tax benefit - employee benefit plans
44 
44 
 
 
 
Share-based compensation expense
102 
102 
 
 
 
Dividends to shareholders
(53)
 
(53)
 
 
Net change in fair value of investments
 
 
 
Net change in fair value of derivatives
 
 
 
Net foreign currency translation adjustments
16 
 
 
18 
(2)
Net post-retirement benefit obligation
26 
 
 
26 
 
Purchase of subsidiary shares from non-controlling interests
 
 
 
Dividends paid to non-controlling interests on subsidiary common stock
 
 
 
Ending Balance at Mar. 31, 2014
$ 8,006 
$ 4,863 
$ 5,403 
$ (2,320)
$ 60 
Ending Balance (in shares) at Mar. 31, 2014
296.5 
296.5 
 
 
 
Condensed Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
Net income
$ 336 
$ 272 
Adjustments to reconcile net income to cash provided by operating activities:
 
 
Gain from sales of businesses and investments, net
(5)
Depreciation of fixed assets
60 
59 
Amortization of intangible assets
86 
99 
Share-based compensation expense
102 
69 
Deferred income taxes
10 
13 
Change in assets and liabilities:
 
 
Fiduciary receivables
165 
(42)
Short term investments - funds held on behalf of clients
(271)
(322)
Fiduciary liabilities
106 
364 
Receivables, net
13 
174 
Accounts payable and accrued liabilities
(468)
(417)
Restructuring reserves
(40)
(16)
Current income taxes
(65)
Pension, other post-retirement and other post-employment liabilities
(128)
(196)
Other assets and liabilities
21 
62 
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
(11)
54 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
42 
18 
Purchases of long-term investments
(10)
(3)
Net sales (purchases) of short-term investments - non-fiduciary
183 
(16)
Acquisition of businesses, net of cash acquired
(5)
(2)
Proceeds from sale of businesses
Capital expenditures
(55)
(60)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
156 
(62)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
(600)
(300)
Issuance of shares for employee benefit plans
26 
36 
Issuance of debt
1,195 
1,150 
Repayment of debt
(829)
(715)
Cash dividends to shareholders
(53)
(50)
Purchase of shares from noncontrolling interests
(1)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(260)
120 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(24)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(139)
117 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
477 
291 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
338 
408 
Supplemental disclosures:
 
 
Interest paid
64 
32 
Income taxes paid, net of refunds
$ 66 
$ 148 
Basis of Presentation
Basis of Presentation
Basis of Presentation
 
The accompanying unaudited Condensed Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).  The Condensed Consolidated Financial Statements include the accounts of Aon plc and all controlled subsidiaries (“Aon” or the “Company”).  All intercompany accounts and transactions have been eliminated.  The Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for all periods presented.
 
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  The results for the three months ended March 31, 2014 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2014.
 
Use of Estimates
 
The preparation of the accompanying unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.  Aon adjusts such estimates and assumptions when facts and circumstances dictate.  Illiquid credit markets, volatile equity markets, and foreign currency movements increase the uncertainty inherent in such estimates and assumptions.  As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Accounting Principles and Practices
Accounting Principles and Practices
Accounting Principles and Practices
 
Changes in Accounting Principles

Discontinued Operations

In April 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that increased the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance is effective for Aon in the first quarter of 2015. The adoption of this guidance is not expected to have a material impact on the Company's Condensed Consolidated Financial Statements.

Presentation of Unrecognized Tax Benefits

In July 2013, the FASB issued guidance on the presentation of certain unrecognized tax benefits on the financial statements. The guidance requires, unless certain conditions exist, an unrecognized tax benefit to be presented as a reduction to a deferred tax asset in the financial statements for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance is effective for Aon in the first quarter of 2014. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements.

Foreign Currency

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance is effective for Aon in the first quarter of 2014. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Cash and Cash Equivalents and Short-term Investments
Cash and Cash Equivalents and Short-term Investments
Cash and Cash Equivalents and Short-term Investments
 
Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less.  Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with initial maturities in excess of three months but less than one year and are carried at amortized cost, which approximates fair value.
 
The Company is required to hold £77 million of operating funds in the U.K. by the Financial Conduct Authority, a U.K. based regulator, which were included in Short-term investments.  These operating funds, when translated to U.S. dollars, were equal to $128 million and $126 million at March 31, 2014 and December 31, 2013, respectively.  Cash and cash equivalents included restricted balances of $125 million and $88 million at March 31, 2014 and December 31, 2013, respectively. The restricted balances primarily relate to cash required to be held as collateral.
Other Financial Data
Other Financial Data
Other Financial Data
 
Condensed Consolidated Statements of Income Information

Other Income

Other income consists of the following (in millions):
 
Three months ended March 31,
 
2014
 
2013
Equity earnings
$
5

 
$
2

(Loss) gain on investments
(1
)
 
1

Foreign currency remeasurement gain
19

 
24

Derivative loss
(23
)
 
(18
)
Other
1

 

 
$
1

 
$
9



Condensed Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

An analysis of the allowance for doubtful accounts is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Balance at beginning of period
$
90

 
$
118

Provision charged to operations
4

 
10

Accounts written off, net of recoveries
(5
)
 
(9
)
Effect of exchange rate changes and other

 
3

Balance at end of period
$
89

 
$
122



Other Current Assets

The components of Other current assets are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Prepaid expenses
$
219

 
$
229

Taxes receivable
130

 
111

Deferred project costs
102

 
98

Deferred tax assets
81

 
93

Other
45

 
32

 
$
577

 
$
563



Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Prepaid pension (1)
$
659

 
$
567

Deferred project costs
259

 
273

Deferred tax assets
180

 
193

Taxes receivable
100

 
108

Other
248

 
282

 
$
1,446

 
$
1,423

  ______________________________________________
(1)
Increase in prepaid pensions is primarily due to cash funding of the U.K. pension plans.

Other Current Liabilities

The components of Other current liabilities are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Deferred revenue
$
513

 
$
475

Taxes payable
140

 
136

Deferred tax liabilities
53

 
48

Other
261

 
247

 
$
967

 
$
906



Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Deferred tax liabilities
$
365

 
$
420

Leases
201

 
204

Taxes payable
194

 
184

Deferred revenue
128

 
134

Compensation and benefits
59

 
105

Other
301

 
305

 
$
1,248

 
$
1,352

Acquisitions and Dispositions
Acquisitions and Dispositions
Acquisitions and Dispositions
 
Acquisitions
 
During the three months ended March 31, 2014, the Company completed the acquisition of one business in the Risk Solutions segment and one business in the HR Solutions segment.  During the three months ended March 31, 2013, the Company completed the acquisition of one business in the HR Solutions segment.
 
The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company’s acquisitions (in millions):
 
 
Three months ended March 31,
 
 
2014
 
2013
Consideration
 
$
5

 
$
2

Intangible assets:
 
 

 
 

Goodwill
 
$
4

 
$
2

Other intangible assets
 
4

 
1

     Total
 
$
8

 
$
3


 
The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the acquisition date.  The results of operations of the Company would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired.
 
Dispositions
 
During the three months ended March 31, 2014, the Company completed the disposition of one business in the Risk Solutions segment. Total pretax gain of $1 million was recognized on this sale, which is included in Other income in the Condensed Consolidated Statements of Income. During the three months ended March 31, 2013, the Company completed the disposition of three businesses in the Risk Solutions segment.  No gain or loss was recognized on these dispositions.
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
 
The changes in the net carrying amount of goodwill by reportable segment for the three months ended March 31, 2014 is as follows (in millions):
 
Risk
Solutions
 
HR
Solutions
 
Total
Balance as of December 31, 2013
$
6,020

 
$
2,977

 
$
8,997

Goodwill related to current year acquisitions
2

 
2

 
4

Goodwill related to prior year acquisitions
(1
)
 

 
(1
)
Foreign currency translation
31

 
(1
)
 
30

Balance as of March 31, 2014
$
6,052

 
$
2,978

 
$
9,030


Other intangible assets by asset class are as follows (in millions):
 
March 31, 2014
 
December 31, 2013
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
Intangible assets with indefinite lives:
 

 
 

 
 

 
 

 
 

 
 

Tradenames
$
1,019

 
$

 
$
1,019

 
$
1,019

 
$

 
$
1,019

 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets with finite lives:
 

 
 

 
 

 
 

 
 

 
 

Customer related and contract based
2,729

 
1,386

 
1,343

 
2,720

 
1,310

 
1,410

Marketing, technology and other
587

 
449

 
138

 
584

 
435

 
149

 
$
4,335

 
$
1,835

 
$
2,500

 
$
4,323

 
$
1,745

 
$
2,578



Amortization expense from finite lived intangible assets was $86 million and $99 million for the three months ended March 31, 2014 and 2013, respectively.
 
The estimated future amortization for finite lived intangible assets as of March 31, 2014 is as follows (in millions):
 
Risk Solutions
 
HR Solutions
 
Total
Remainder of 2014
$
77

 
$
183

 
$
260

2015
83

 
212

 
295

2016
70

 
177

 
247

2017
59

 
141

 
200

2018
47

 
93

 
140

Thereafter
89

 
250

 
339

 
$
425

 
$
1,056

 
$
1,481

Restructuring
Restructuring
Restructuring
 
Aon Hewitt Restructuring Plan

On October 14, 2010, the Company announced a global restructuring plan ("Aon Hewitt Plan") in connection with the acquisition of Hewitt. The Aon Hewitt Plan was intended to streamline operations across the combined Aon Hewitt organization. The Company incurred all remaining costs for the Aon Hewitt Plan and the plan was closed in the fourth quarter of 2013. For the three months ended March 31, 2014 no charges were taken under the Aon Hewitt Plan. For the three months ended March 31, 2013, $26 million of restructuring expenses were charged, of which $15 million and $11 million were in the HR Solutions segment and Risk Solutions segment, respectively.

As of December 31, 2013, the remaining liabilities for the Company's restructuring plans were $166 million. During the three months ended March 31, 2014, the Company made cash payments of $40 million, partially offset by foreign exchange translation of $1 million, resulting in restructuring liabilities of $127 million as of March 31, 2014.
Investments
Investments
Investments
 
The Company earns income on cash balances and investments, as well as on premium trust balances that the Company maintains for premiums collected from insureds but not yet remitted to insurance companies, and funds held under the terms of certain outsourcing agreements to pay certain obligations on behalf of clients.  Premium trust balances and receivables, as well as a corresponding liability, are included in Fiduciary assets and Fiduciary liabilities in the accompanying Condensed Consolidated Statements of Financial Position.
 
The Company’s interest-bearing assets and other investments are included in the following categories in the Condensed Consolidated Statements of Financial Position (in millions):
 
March 31,
2014
 
December 31,
2013
Cash and cash equivalents
$
338

 
$
477

Short-term investments
340

 
523

Fiduciary assets (1)
4,088

 
3,778

Investments
143

 
132

 
$
4,909

 
$
4,910

  ______________________________________________
(1)
Fiduciary assets include funds held on behalf of clients but does not include fiduciary receivables.
 
The Company’s investments are as follows (in millions):
 
March 31,
2014
 
December 31,
2013
Equity method investments
$
127

 
$
113

Other investments
8

 
10

Fixed-maturity securities
8

 
9

 
$
143

 
$
132

Debt
Debt
Debt
 
The Company uses proceeds from the commercial paper market from time to time in order to meet short-term working capital needs and to retire other debt obligations.  At March 31, 2014, the Company had $374 million in commercial paper outstanding compared to no commercial paper outstanding at December 31, 2013. The weighted average commercial paper outstanding for the three months ended March 31, 2014 was $204 million. The weighted average interest rate of the commercial paper outstanding for the three months ended March 31, 2014 was 0.32%.
Income Taxes
Income Taxes
Income Taxes
 
The effective tax rate on net income was 18.9% and 26.1% for the quarters ended March 31, 2014 and 2013, respectively. The effective tax rate in the first quarter 2014 was favorably impacted by a change in the geographical distribution of income.
Shareholders' Equity
Shareholders' Equity
Shareholders’ Equity
 
Ordinary Shares
 
In April 2012, the Company’s Board of Directors authorized a share repurchase program under which up to $5.0 billion of Class A Ordinary Shares may be repurchased (“2012 Share Repurchase Program”). Under this program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.
 
During the three months ended March 31, 2014, the Company repurchased 7.2 million shares at an average price per share of $83.45 for a total cost of $600 million under the 2012 Share Repurchase Program. During the three months ended March 31, 2013, the Company repurchased 5.0 million shares at an average price per share of $59.82 for a total cost of $300 million under the 2012 Share Repurchase Program. The remaining authorized amount for share repurchase under the 2012 Share Repurchase Program is $2.3 billion. Since the inception of the 2012 Share Repurchase Program, the Company repurchased a total of 43.5 million shares for an aggregate cost of $2.7 billion.
 
Participating Securities
 
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities, as defined, and therefore, should be included in computing basic and diluted earnings per share using the two class method.  Certain of the Company’s restricted share awards allow the holder to receive a non-forfeitable dividend equivalent.
 
Net income attributable to participating securities was $3 million in both the three months ended March 31, 2014 and 2013.

Weighted average shares outstanding are as follows (in millions):
 
Three months ended
March 31,
 
2014
 
2013
Shares for basic earnings per share (1) 
303.5

 
316.4

Common stock equivalents
3.7

 
3.6

Shares for diluted earnings per share
307.2

 
320.0

   ______________________________________________
(1) Includes 3.4 million and 4.2 million of participating securities for the three months ended March 31, 2014 and 2013, respectively.
 
Certain ordinary share equivalents were not included in the computation of diluted net income per share because their inclusion would have been antidilutive. There were no shares excluded from the calculation for the three months ended March 31, 2014. The number of shares excluded from the calculation was 0.2 million for the three months ended March 31, 2013.
 
Accumulated Other Comprehensive Loss
 
Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):
 
Change in Fair Value of Investments (1)
 
Change in Fair Value of Derivatives (1)
 
Foreign Currency Translation Adjustments
 
Post-Retirement Benefit Obligation (2)
 
Total
Balance at December 31, 2013
$
1

 
$
(22
)
 
$
169

 
$
(2,522
)
 
$
(2,374
)
Other comprehensive income (loss) before reclassifications, net
1

 

 
18

 

 
19

Amounts reclassified from accumulated other comprehensive loss:
 
 


 


 


 


Amounts reclassified from accumulated other comprehensive loss

 
14

 

 
36

 
50

Tax benefit

 
(5
)
 

 
(10
)
 
(15
)
Amounts reclassified from accumulated other comprehensive loss, net

 
9

 

 
26

 
35

Net current period other comprehensive (loss) income
1

 
9

 
18

 
26

 
54

Balance at March 31, 2014
$
2

 
$
(13
)
 
$
187

 
$
(2,496
)
 
$
(2,320
)
______________________________________________
(1) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income
(2) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits
Employee Benefits
Employee Benefits
Employee Benefits
 
The following table provides the components of the net periodic benefit cost for Aon’s material U.K., U.S., and other significant international pension plans, which are located in the Netherlands and Canada (in millions):
 
Three months ended March 31,
 
U.K.
 
U.S.
 
Other
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Service cost
$

 
$

 
$

 
$

 
$

 
$
5

Interest cost
58

 
53

 
32

 
28

 
12

 
11

Expected return on plan assets
(82
)
 
(75
)
 
(39
)
 
(34
)
 
(15
)
 
(15
)
Amortization of net actuarial loss
13

 
12

 
10

 
13

 
2

 
6

Net periodic (benefit) cost
(11
)
 
(10
)
 
3

 
7

 
(1
)
 
7

Curtailment loss (gain) and other

 

 
1

 

 
(3
)
 

Total net periodic benefit cost
$
(11
)

$
(10
)

$
4


$
7


$
(4
)

$
7



Based on current assumptions, in 2014, Aon plans to contribute $185 million, $173 million, and $27 million to its U.K., U.S., and other significant international pension plans, respectively. During the three months ended March 31, 2014, contributions of $65 million, $40 million, and $12 million were made to the Company's U.K., U.S. and other significant international pension plans, respectively.
Share-Based Compensation Plans
Share-Based Compensation Plans
Share-Based Compensation Plans
 
The following table summarizes share-based compensation expense recognized in the Condensed Consolidated Statements of Income in Compensation and benefits (in millions):
 
Three months ended March 31,
 
2014
 
2013
Restricted share units (“RSUs”)
$
60

 
$
55

Performance share awards (“PSAs”)
39

 
11

Share options

 
1

Employee share purchase plans
3

 
2

Total share-based compensation expense
$
102

 
$
69


 
Restricted Share Units
 
A summary of the status of the Company’s RSUs is as follows (shares in thousands):
 
Three months ended March 31,
 
2014
 
2013
 
Shares
 
Fair Value (1)
 
Shares
 
Fair Value (1)
Non-vested at beginning of period
9,759

 
$
51

 
10,432

 
$
44

Granted
1,146

 
83

 
1,764

 
60

Vested
(1,950
)
 
51

 
(2,080
)
 
46

Forfeited
(125
)
 
50

 
(128
)
 
44

Non-vested at end of period
8,830

 
56

 
9,988

 
47

 ______________________________________________
(1)
Represents per share weighted average fair value of award at date of grant.

Performance Share Awards

The vesting of PSAs is contingent upon meeting a level of earnings per share performance over a three-year period. The performance conditions are not considered in the determination of the grant date fair value for these awards. The fair value of PSAs is based upon the market price of an Aon ordinary share at the date of grant. Compensation expense is recognized over the performance period based on management's estimate of the number of units expected to vest. Compensation expense is adjusted to reflect the actual number of shares issued at the end of the programs. The actual issue of shares may range from 0-200% of the target number of PSAs granted, based on the terms of the plan and level of achievement of the related performance target. Dividend equivalents are not paid on PSAs.

Information as of March 31, 2014 regarding the Company’s target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the three months ended March 31, 2014 and the years ended December 31, 2013 and 2012, respectively, is as follows (shares in thousands, dollars in millions, except fair value):
 
As of March 31, 2014
 
As of December 31, 2013
 
As of December 31, 2012
Target PSAs granted
816

 
1,135

 
1,369

Fair value (1)
$
81

 
$
58

 
$
47

Number of shares that would be issued based on current performance levels
816

 
2,243

 
2,682

Unamortized expense, based on current performance levels
$
65

 
$
82

 
$
34

 ______________________________________________
(1)
Represents per share weighted average fair value of award at date of grant.
 
Share Options
 
The Company did not grant any share options during the three months ended March 31, 2014 or 2013, respectively.
 
A summary of the status of the Company’s share options and related information is as follows (shares in thousands):
 
Three months ended March 31,
 
2014
 
2013
 
Shares
 
Weighted- Average
Exercise Price
 
Shares
 
Weighted- Average
Exercise Price
Beginning outstanding
3,462

 
$
32

 
5,611

 
$
32

Granted

 

 

 

Exercised
(416
)
 
33

 
(610
)
 
31

Forfeited and expired
(2
)
 
36

 
(10
)
 
33

Outstanding at end of period
3,044

 
32

 
4,991

 
32

Exercisable at end of period
2,928

 
32

 
4,579

 
32


 
The weighted average remaining contractual life, in years, of outstanding options was 2.0 years and 2.5 years at March 31, 2014 and 2013, respectively.
 
The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing share price of $84.28 as of March 31, 2014, which would have been received by the option holders had those option holders exercised their options as of that date.  At March 31, 2014, the aggregate intrinsic value of options outstanding was $159 million, of which $154 million was exercisable.
 
Other information related to the Company’s share options is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Aggregate intrinsic value of stock options exercised
$
21

 
$
17

Cash received from the exercise of stock options
14

 
20

Tax benefit realized from the exercise of stock options
6

 
3


 
Unamortized deferred compensation expense, which includes both options and awards, amounted to $365 million as of March 31, 2014, with a remaining weighted-average amortization period of approximately 2.0 years.
Derivatives and Hedging
Derivatives and Hedging
Derivatives and Hedging
 
The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates.  To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures.  The Company does not enter into derivative transactions for trading or speculative purposes.
 
Foreign Exchange Risk Management
 
The Company is exposed to foreign exchange risk when it receives revenues, pays expenses, or enters into intercompany loans denominated in a currency that differs from its functional currency, or other transactions that are denominated in a currency other than its functional currency.  The Company uses foreign exchange derivatives, typically forward contracts, options and cross currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows.  These exposures are hedged, on average, for less than two years; however, in limited instances, the Company has hedged certain exposures up to five years in the future.
 
The Company also uses foreign exchange derivatives, typically forward contracts and options, to hedge its net investments in foreign operations for up to two years in the future.
 
The Company also uses foreign exchange derivatives, typically forward contracts and options, to manage the currency exposure of the Company’s global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income in the Condensed Consolidated Statements of Income.
 
Interest Rate Risk Management
 
The Company holds variable-rate short-term brokerage and other operating deposits. The Company uses interest rate derivatives, typically swaps, to reduce its exposure to the effects of interest rate fluctuations on the forecasted interest receipts from these deposits for up to two years in the future.
 
Certain derivatives also give rise to credit risks from the possible non-performance by counterparties.  The credit risk at the balance sheet date is generally limited to the fair value of those contracts that are favorable to the Company.  The Company has reduced its credit risk by using International Swaps and Derivatives Association (“ISDA”) master agreements, collateral and credit support arrangements, entering into non-exchange-traded derivatives with highly-rated major financial institutions and by using exchange-traded instruments.  The Company monitors the creditworthiness of, and exposure to, its counterparties.  As of March 31, 2014, all net derivative positions were free of credit risk contingent features.  The Company has not received or pledged any collateral related to derivative arrangements as of March 31, 2014.
 
The notional and fair values of derivative instruments are as follows (in millions):
 
Notional Amount
 
Derivative Assets (1)
 
Derivative Liabilities (2)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
172

 
$
171

 
$
9

 
$
9

 
$

 
$

Foreign exchange contracts
1,223

 
1,191

 
73

 
71

 
94

 
93

Total
1,395

 
1,362

 
82

 
80

 
94

 
93

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts
177

 
215

 

 

 

 

   Total
$
1,572

 
$
1,577

 
$
82

 
$
80

 
$
94

 
$
93

______________________________________________
(1)
Included within Other current assets ($49 million and $46 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current assets ($33 million and $34 million at March 31, 2014 and December 31, 2013, respectively)
(2)
Included within Other current liabilities ($18 million and $51 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current liabilities ($76 million and $42 million at March 31, 2014 and December 31, 2013, respectively)

Offsetting of financial assets and derivatives assets are as follows (in millions):
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts of Assets Presented in the Statement of Financial Position (1)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
9

 
$
9

 
$

 
$

 
$
9

 
$
9

Foreign exchange contracts
73

 
71

 
(24
)
 
(30
)
 
49

 
41

Total
82

 
80

 
(24
)
 
(30
)
 
58

 
50

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts

 

 

 

 

 

   Total
$
82

 
$
80

 
$
(24
)
 
$
(30
)
 
$
58

 
$
50

______________________________________________
(1) Included within Other current assets ($21 million and $18 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current assets ($37 million and $32 million at March 31, 2014 and December 31, 2013, respectively)

Offsetting of financial liabilities and derivative liabilities are as follows (in millions):
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts of Liabilities Presented in the Statement of Financial Position (2)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$

 
$

 
$

 
$

 
$

 
$

Foreign exchange contracts
94

 
93

 
(24
)
 
(30
)
 
70

 
63

Total
94

 
93

 
(24
)
 
(30
)
 
70

 
63

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts

 

 

 

 

 

   Total
$
94

 
$
93

 
$
(24
)
 
$
(30
)
 
$
70

 
$
63


______________________________________________
(2) Included within Other current liabilities ($18 million and $23 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current liabilities ($52 million and $40 million at March 31, 2014 and December 31, 2013, respectively)

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2014 and 2013 are as follows (in millions):
 
Three months ended March 31,
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
2014
 
2013
Cash flow hedges:
 

 
 

Interest rate contracts (1)
$

 
$

Foreign exchange contracts (2)
(8
)
 
(29
)
Total
$
(8
)
 
$
(29
)
Foreign net investment hedges:
 

 
 

Foreign exchange contracts
$

 
$

 ______________________________________________
(1) Location of future reclassification from Accumulated Other Comprehensive Loss will be included within Interest Expense
(2) Location of future reclassification from Accumulated Other Comprehensive Loss will be included within Compensation and benefits ($11 million and $4 million gain for the three months ended March 31, 2014 and 2013, respectively), and Other income ($19 million and $33 million loss for the three months ended March 31, 2014 and 2013, respectively)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Three months ended March 31,
2014
 
2013
Cash flow hedges:
 

 
 

Interest rate contracts (1)
$

 
$

Foreign exchange contracts (2)
(21
)
 
(11
)
Total
(21
)
 
(11
)
Foreign net investment hedges:
 

 
 

Foreign exchange contracts
$

 
$

 ______________________________________________
(1) Included within Interest Expense
(2) Included within Compensation and benefits ($3 million and $1 million loss for the three months ended March 31, 2014 and 2013, respectively), Other general expenses ($1 million loss for the three months ended March 31, 2013), and Other income ($18 million and $9 million loss for the three months ended March 31, 2014 and 2013, respectively)

The amount of gain (loss) recognized in the Condensed Consolidated Financial Statements is as follows (in millions):
 
Three months ended March 31,
 
Amount of Gain (Loss) Recognized in Income on Derivative (2)
 
Amount of Gain (Loss) Recognized in Income on Related Hedged Item
 
2014
 
2013
 
2014
 
2013
Fair value hedges:
 

 
 

 
 

 
 

Foreign exchange contracts (1)
$

 
$
(1
)
 
$

 
$
1

  ______________________________________________
(1) Relates to fixed rate debt
(2) Included in Interest expense
 
The Company estimates that approximately $15 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.
 
The amount of gain (loss) recognized in income on the ineffective portion of derivatives for the three months ended March 31, 2014 and 2013 was not material.
 
During the three months ended March 31, 2014 and 2013, the Company recorded a loss of $5 million and $9 million, respectively, in Other income for foreign exchange derivatives not designated or qualifying as hedges.
Fair Value Measurements and Financial Instruments
Fair Value Measurements and Financial Instruments
Fair Value Measurements and Financial Instruments
 
Accounting standards establish a three tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:
 
Level 1 — observable inputs such as quoted prices for identical assets in active markets;
Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:
 
Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value. Based on market convention, the Company considers cost a practical and expedient measure of fair value.
 
Cash, cash equivalents, and highly liquid debt instruments consist of cash and institutional short-term investment funds. The Company independently reviews the short-term investment funds to obtain reasonable assurance the fund net asset value is $1 per share.
 
Equity investments consist of domestic and international equity securities and exchange traded equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the equity security and volatility. The Company independently reviews the listing of Level 1 equity securities in the portfolio and agrees the closing stock prices to a national securities exchange, and on a sample basis, independently verifies the observable inputs for Level 2 equity derivatives and securities.
 
Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using discounted cash flow models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by its vendors. This understanding includes discussions with valuation resources at the vendor. During these discussions, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the pricing vendor and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates used in the Condensed Consolidated Financial Statements.
 
Pooled funds consist of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities that trade on a national securities exchange. Where possible, the Company independently reviews the listing securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the fund and discusses fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.
 
Alternative investments consist of limited partnerships, private equity and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs and assumptions used in developing prices provided by the investment managers (or appropriate party) through regular discussions. During these discussions with the investment managers, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the investment manager and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates in the Condensed Consolidated Financial Statements.
 
Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.
 
Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major United Kingdom defined benefit plans. Annuity contracts are valued using a discounted cash flow model utilizing assumptions such as discount rate, mortality, and inflation. The Company independently verifies the observable inputs.
 
Real estate and REITs consist of publicly traded real estate investment trusts ("REITs") and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. The Level 3 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the Level 3 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of “Alternative investments” for further detail on valuation procedures surrounding Level 3 REITs.
 
Guarantees are carried at fair value, which is based on discounted estimated cash flows using published historical cumulative default rates and discount rates commensurate with the underlying exposure.
 
Debt is carried at outstanding principal balance, less any unamortized discount or premium. Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.
 
The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013 (in millions):
 
 
 
Fair Value Measurements Using
 
Balance at March 31, 2014
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Assets:
 

 
 

 
 

 
 

Money market funds and highly liquid debt securities (1)
$
2,086

 
$
2,061

 
$
25

 
$

Other investments:
 

 
 

 
 

 
 

Fixed maturity securities:
 

 
 

 
 

 
 

Corporate bonds
1

 

 

 
1

Government bonds
7

 

 
7

 

Equity securities
15

 
6

 
9

 

Derivatives:
 

 
 

 
 

 
 

Interest rate contracts
9

 

 
9

 

Foreign exchange contracts
73

 

 
73

 

Liabilities:
 

 
 

 
 

 
 

Derivatives:
 

 
 

 
 

 
 

Foreign exchange contracts
94

 

 
94

 

  ______________________________________________
(1) Includes $2,061 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.
 
 
 
Fair Value Measurements Using
 
Balance at December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Assets:
 

 
 

 
 

 
 

Money market funds and highly liquid debt securities (1)
$
2,079

 
$
2,054

 
$
25

 
$

Other investments:
 

 
 

 
 

 
 

Fixed maturity securities:
 

 
 

 
 

 
 

Corporate bonds
2

 

 

 
2

Government bonds
7

 

 
7

 

Equity securities
13

 
6

 
7

 

Derivatives:
 

 
 

 
 

 
 

Interest rate contracts
9

 

 
9

 

Foreign exchange contracts
71

 

 
71

 

Liabilities:
 

 
 

 
 

 
 

Derivatives:
 

 
 

 
 

 
 

Foreign exchange contracts
93

 

 
93

 

  ______________________________________________
(1)  Includes $2,054 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.
 
There were no transfers of assets or liabilities between fair value hierarchy levels in the three months ended March 31, 2014 and 2013, respectively. There were no realized or unrealized gains or losses recognized in the Condensed Consolidated Statements of Income during either the three months ended March 31, 2014 or 2013, related to assets and liabilities measured at fair value using unobservable inputs.
 
The fair value of Long-term debt is classified as Level 2 of the fair value hierarchy. The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ (in millions):
 
March 31, 2014
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Long-term debt
$
3,669

 
$
3,966

 
$
3,686

 
$
3,894

Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
 
Legal
 
Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business, which frequently include errors and omissions (“E&O”) claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. Aon has historically purchased E&O insurance and other insurance to provide protection against certain losses that arise in such matters. Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some historical claims. Accruals for these exposures and legal fees, and related insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Amounts related to settlement provisions are recorded in Other general expenses in the Condensed Consolidated Statements of Income.
 
A retail insurance brokerage subsidiary of Aon provides insurance brokerage services to Northrop Grumman Corporation (“Northrop”). This Aon subsidiary placed Northrop’s excess property insurance program for the period covering 2005. Northrop suffered a substantial loss in August 2005 when Hurricane Katrina damaged Northrop’s facilities in the Gulf states. Northrop’s excess insurance carrier, Factory Mutual Insurance Company (“Factory Mutual”), denied coverage for the claim pursuant to a flood exclusion. Northrop sued Factory Mutual in the United States District Court for the Central District of California and later sought to add this Aon subsidiary as a defendant, asserting that if Northrop’s policy with Factory Mutual does not cover the losses suffered by Northrop stemming from Hurricane Katrina, then this Aon subsidiary will be responsible for Northrop’s losses. On August 26, 2010, the court granted in large part Factory Mutual’s motion for partial summary judgment regarding the applicability of the flood exclusion and denied Northrop’s motion to add this Aon subsidiary as a defendant in the federal lawsuit. On January 27, 2011, Northrop filed suit against this Aon subsidiary in state court in Los Angeles, California, pleading claims for negligence, breach of contract and negligent misrepresentation. Northrop has since settled with Factory Mutual. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

Another retail insurance brokerage subsidiary of Aon has been sued in Tennessee state court by a client, Opry Mills Mall Limited Partnership (“Opry Mills”) that sustained flood damage to its property in May 2010. The lawsuit seeks $200 million from numerous insurers with whom this Aon subsidiary placed the client’s property insurance coverage. The insurers contend that only $50 million in coverage is available for the loss because the flood event occurred on property in a high hazard flood zone. Opry Mills is seeking full coverage from the insurers for the loss and has sued this Aon subsidiary in the alternative for the same $150 million difference on various theories of professional liability if the court determines there is not full coverage. In addition, Opry Mills seeks prejudgment interest, attorneys' fees and enhanced damages which could substantially increase Aon's exposure. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.
 
A pensions consulting and administration subsidiary of Hewitt before its acquisition by Aon provided advisory services to the Trustees of the Philips UK pension fund and the relevant employer of fund beneficiaries (together, “Philips”). In January 2014, the Aon subsidiary was served with a High Court lawsuit alleging negligence and breach of duty. The proceedings assert Philips' right to claim damages related to Philips' use of a credit default swap hedging strategy pursuant to the supply of the advisory services, which is said to have resulted in substantial damages to Philips. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

Mazeikiu Nafta ("MN"), which operates an oil refinery in Lithuania, has sued an insurance brokerage subsidiary of Aon in London. Aon placed property damage and business interruption coverage for MN. There was a fire at the refinery in 2006. MN settled with insurers in November 2011 and claimed against Aon in December 2012. The claim is for $125 million, which is the shortfall alleged by MN to have been caused by Aon's failure to obtain appropriate business interruption coverage. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

The International Road Transport Union ("IRU") sued Aon in a court in Switzerland. IRU alleges, among other things, that, between 1995 and 2004, a predecessor of Aon and, later, an Aon subsidiary (1) accepted commissions for certain insurance placements that violated a fee agreement entered between the parties and (2) negligently failed to ask certain insurance carriers to contribute to the IRU's risk management costs.  Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims.  The outcome of these proceedings, and the amount of any losses or other payments that may result, cannot be estimated at this time.

AXA Versicherung Aktiengesellschaft ("AXA") started arbitral proceedings against an insurance and reinsurance brokerage subsidiary of Aon in Germany.  Predecessors of AXA granted predecessors of the Aon subsidiary a mandate to underwrite non-proportional reinsurance business from 1975 through 1999. AXA alleges, among other things, that the Aon-related entities intentionally exceeded their mandate and that, if AXA had known of this intention, it would not have granted a mandate.  Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims.  The outcome of these proceedings, and the amount of any losses or other payments that may result, cannot be estimated at this time.

From time to time, Aon’s clients may bring claims and take legal action pertaining to the performance of fiduciary responsibilities. Whether client claims and legal action related to the Company’s performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are resolved in a manner unfavorable to the Company, they may adversely affect Aon’s financial results and materially impair the market perception of the Company and that of its products and services.
 
Although the ultimate outcome of all matters referred to above cannot be ascertained, and liabilities in indeterminate amounts may be imposed on Aon or its subsidiaries, on the basis of present information, amounts already provided, availability of insurance coverages and legal advice received, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of Aon. However, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.
 
Guarantees and Indemnifications
 
In connection with the redomicile of Aon's headquarters ("the Redomestication"), the Company on April 2, 2012 entered various agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under issued and outstanding debt securities. Those agreements included the (1) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and the Trustee), (2) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of December 16, 2002, between Aon Corporation and the Trustee), (3) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of January 13, 1997, as supplemented by the First Supplemental Indenture, dated as of January 13, 1997) (4) First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, as issuer, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee, and (5) Amended and Restated Trust Deed, among Aon Corporation, Aon plc, Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) (“Aon Luxembourg”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Luxembourg Trustee”) (amending and restating the Trust Deed, dated as of July 1, 2009, as amended and restated on January 12, 2011, among Aon Delaware, Aon Luxembourg and the Luxembourg Trustee).
 
Effective as of the same date, the Company also entered into agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under the (1) $450,000,000 Term Credit Agreement dated June 15, 2011, among Aon Corporation, as borrower, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, (2) $400,000,000 Five-Year Agreement dated March 20, 2012, among Aon Corporation, as borrower, Citibank, N.A., as administrative agent and the other agents and lenders party thereto and (3) €650,000,000 Facility Agreement, dated October 15, 2010, among Aon Corporation, the subsidiaries of Aon Corporation party thereto as borrowers, Citibank International plc, as agent, and the other agents and lenders party thereto, as amended on July 18, 2011.
 
The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Company’s Condensed Consolidated Financial Statements, and are recorded at fair value.

The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

Letters of Credit
 
The Company had total letters of credit (“LOCs”) outstanding for approximately $66 million at March 31, 2014, compared to $71 million at December 31, 2013. These letters of credit cover the beneficiaries related to certain of Aon’s U.S. and Canadian non-qualified pension plan schemes and secure deductible retentions for Aon’s own workers compensation program. The Company has also issued LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries. Amounts are accrued in the Condensed Consolidated Financial Statements, and are recorded at fair value.
 
Commitments

The Company has provided commitments to fund certain limited partnerships in which it has an interest in the event that the general partners request funding. Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $24 million at March 31, 2014 compared to $34 million at December 31, 2013. During the three months ended March 31, 2014, the Company funded $10 million of these commitments.
 
Premium Payments

The Company has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. Costs associated with these guarantees, to the extent estimable and probable, are provided in Aon’s allowance for doubtful accounts. The maximum exposure with respect to such contractual contingent guarantees was approximately $64 million at March 31, 2014 compared to $98 million at December 31, 2013.
Segment Information
Segment Information
Segment Information
 
The Company has two reportable segments:  Risk Solutions and HR Solutions.  Unallocated income and expenses, when combined with the operating segments and after the elimination of intersegment revenues and expenses, equal the amounts in the Condensed Consolidated Financial Statements.
 
Reportable operating segments have been determined using a management approach, which is consistent with the basis and manner in which Aon’s chief operating decision-maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance.  The CODM assesses performance based on operating income and generally accounts for inter-segment revenue as if the revenue were from third parties and at what management believes are current market prices.  The Company does not present net assets by segment as this information is not reviewed by the CODM.
 
Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through Aon’s global distribution network.
 
HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.
  
Aon’s total revenue is as follows (in millions):
 
Three months ended March 31,
 
2014

2013
Risk Solutions
$
1,994


$
1,971

HR Solutions
965


954

Intersegment eliminations
(12
)

(10
)
Total revenue
$
2,947


$
2,915



Commissions, fees and other revenues by product are as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Retail brokerage
$
1,579

 
$
1,562

Reinsurance brokerage
409

 
402

Total Risk Solutions Segment
1,988

 
1,964

Consulting services
384

 
382

Outsourcing
589

 
581

Intrasegment
(8
)
 
(9
)
Total HR Solutions Segment
965

 
954

Intersegment
(12
)
 
(10
)
Total commissions, fees and other revenue
$
2,941

 
$
2,908


 
Fiduciary investment income by segment is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Risk Solutions
$
6

 
$
7

HR Solutions

 

Total fiduciary investment income
$
6

 
$
7


 
A reconciliation of segment operating income before tax to income before income taxes is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Risk Solutions
$
445

 
$
403

HR Solutions
67

 
51

Segment income before income taxes
512

 
454

Unallocated expenses
(43
)
 
(44
)
Interest income
2

 
1

Interest expense
(58
)
 
(52
)
Other income
1

 
9

Income before income taxes
$
414

 
$
368


 
Unallocated expenses include administrative or other costs not attributable to the operating segments, such as corporate governance costs. Interest income represents income earned primarily on operating cash balances and certain income producing securities. Interest expense represents the cost of debt obligations.
 
Other income consists of equity earnings, realized gains or losses on the sale of investments, gains or losses on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency transactions.
Guarantee of Registered Securities
Guarantee of Registered Securities
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 and the 4.00% Notes Due November 2023 issued on November 21, 2013. 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 or the 4.00% Notes Due 2023.
 
The following tables set forth condensed consolidating statements of income for the three months ended March 31, 2014 and 2013, condensed consolidating statements of comprehensive income for the three months ended March 31, 2014 and 2013, condensed consolidating statements of financial position as of March 31, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the three months ended March 31, 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 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
 
12

 
8

 
1,731

 

 
1,751

Other general expenses
 
7

 
17

 
703

 

 
727

Total operating expenses
 
19

 
25

 
2,434

 

 
2,478

Operating (loss) income
 
(18
)
 
(25
)
 
512

 

 
469

Interest income
 
(2
)
 

 
4

 

 
2

Interest expense
 
(9
)
 
(31
)
 
(18
)
 

 
(58
)
Intercompany interest income (expense)
 
111

 
(74
)
 
(37
)
 

 

Other income
 

 

 
1

 

 
1

Income (loss) before taxes
 
82

 
(130
)
 
462

 

 
414

Income tax (benefit) expense
 
20

 
(50
)
 
108

 

 
78

Income (loss) before equity in earnings of subsidiaries
 
62

 
(80
)
 
354

 

 
336

Equity in earnings of subsidiaries, net of tax
 
263

 
280

 

 
(543
)
 

Net income
 
325

 
200

 
354

 
(543
)
 
336

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
325

 
$
200

 
$
343

 
$
(543
)
 
$
325



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

 
$

 
$
2,907

 
$

 
$
2,908

Fiduciary investment income
 

 

 
7

 

 
7

Total revenue
 
1

 

 
2,914

 

 
2,915

Expenses
 
 
 
 
 
 
 
 
 
 
Compensation and benefits
 
11

 
15

 
1,699

 

 
1,725

Other general expenses
 
7

 
6

 
767

 

 
780

Total operating expenses
 
18

 
21

 
2,466

 

 
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 before equity in earnings of subsidiaries
 
(21
)
 
(7
)
 
300

 

 
272

Equity in earnings of subsidiaries, net of tax
 
282

 
254

 

 
(536
)
 

Net income
 
261

 
247

 
300

 
(536
)
 
272

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
261

 
$
247

 
$
289

 
$
(536
)
 
$
261










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

 
$
200

 
$
354

 
$
(543
)
 
$
336

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
325

 
$
200

 
$
343

 
$
(543
)
 
$
325

Other comprehensive (loss) income, 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 income
 

 
(10
)
 
62

 

 
52

Equity in other comprehensive loss of subsidiaries, net of tax
 
54

 
69

 

 
(123
)
 

Less: Other comprehensive income attributable to noncontrolling interests
 

 

 
(2
)
 

 
(2
)
Total other comprehensive income attributable to Aon shareholders
 
54

 
59

 
64

 
(123
)
 
54

Comprehensive income attributable to Aon shareholders
 
$
379

 
$
259

 
$
407

 
$
(666
)
 
$
379

 

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

 
$
247

 
$
300

 
$
(536
)
 
$
272

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
261

 
$
247

 
$
289

 
$
(536
)
 
$
261

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
 
 
Change in fair value of investments
 

 

 

 

 

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 income
 

 

 
(165
)
 

 
(165
)
Equity in other comprehensive income of subsidiaries, net of tax
 
(165
)
 
(164
)
 

 
329

 

Less: Other comprehensive income attributable to noncontrolling interests
 

 

 

 

 

Total other comprehensive income attributable to Aon shareholders
 
(165
)
 
(164
)
 
(165
)
 
329

 
(165
)
Comprehensive income attributable to Aon Shareholders
 
$
96

 
$
83

 
$
124

 
$
(207
)
 
$
96





Condensed Consolidating Statement of Financial Position 
 
 
As of March 31, 2014
 
 
 
 
 
 
Other
 
 
 
 
 
 
Aon
 
Aon
 
Non-Guarantor
 
Consolidating
 
 
(millions)
 
plc
 
Corporation
 
Subsidiaries
 
Adjustments
 
Consolidated
ASSETS
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
154

 
$
1,372

 
$
(1,188
)
 
$
338

Short-term investments
 

 
101

 
239

 

 
340

Receivables, net
 

 
1

 
2,879

 

 
2,880

Fiduciary assets
 

 

 
12,038

 

 
12,038

Intercompany receivables
 
116

 
3,982

 
5,878

 
(9,976
)
 

Other current assets
 

 
109

 
538

 
(70
)
 
577

Total Current Assets
 
116

 
4,347

 
22,944

 
(11,234
)
 
16,173

Goodwill
 

 

 
9,030

 

 
9,030

Intangible assets, net
 

 

 
2,500

 

 
2,500

Fixed assets, net
 

 

 
785

 

 
785

Investments
 

 
69

 
74

 

 
143

Intercompany receivables
 
7,166

 
2,163

 
2,201

 
(11,530
)
 

Other non-current assets
 
146

 
509

 
1,477

 
(686
)
 
1,446

Investment in subsidiary
 
4,979

 
12,165

 

 
(17,144
)
 

TOTAL ASSETS
 
$
12,407

 
$
19,253

 
$
39,011

 
$
(40,594
)
 
$
30,077

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
Fiduciary liabilities
 
$

 
$

 
$
12,038

 
$

 
$
12,038

Short-term debt and current portion of long-term debt
 
227

 
140

 
710

 

 
1,077

Accounts payable and accrued liabilities
 
1,218

 
41

 
1,428

 
(1,188
)
 
1,499

Intercompany payables
 
87

 
5,834

 
4,055

 
(9,976
)
 

Other current liabilities
 
33

 
47

 
957

 
(70
)
 
967

Total Current Liabilities
 
1,565

 
6,062

 
19,188

 
(11,234
)
 
15,581

Long-term debt
 
792

 
2,516

 
361

 

 
3,669

Pension, other post-retirement and other post-employment liabilities
 

 
930

 
643

 

 
1,573

Intercompany payables
 
2,100

 
7,267

 
2,163

 
(11,530
)
 

Other non-current liabilities
 
4

 
112

 
1,818

 
(686
)
 
1,248

TOTAL LIABILITIES
 
4,461

 
16,887

 
24,173

 
(23,450
)
 
22,071

 
 
 
 
 
 
 
 
 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
 
7,946

 
2,366

 
14,778

 
(17,144
)
 
7,946

Noncontrolling interests
 

 

 
60

 

 
60

TOTAL EQUITY
 
7,946

 
2,366

 
14,838

 
(17,144
)
 
8,006

 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND EQUITY
 
$
12,407

 
$
19,253

 
$
39,011

 
$
(40,594
)
 
$
30,077


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
 
 
Three months ended March 31, 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
 
$
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

Dividends paid to noncontrolling interests
 

 

 

 

 

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


Condensed Consolidating Statement of Cash Flows
 
 
Three months ended March 31, 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
 
$
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
)
 
71

 
39

 

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

 
96

 
39

 
120

 
 
 
 
 
 
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
5

 

 
5

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
 
(126
)
 
52

 
152

 
39

 
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

Other Financial Data (Tables)
Other income consists of the following (in millions):
 
Three months ended March 31,
 
2014
 
2013
Equity earnings
$
5

 
$
2

(Loss) gain on investments
(1
)
 
1

Foreign currency remeasurement gain
19

 
24

Derivative loss
(23
)
 
(18
)
Other
1

 

 
$
1

 
$
9

An analysis of the allowance for doubtful accounts is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Balance at beginning of period
$
90

 
$
118

Provision charged to operations
4

 
10

Accounts written off, net of recoveries
(5
)
 
(9
)
Effect of exchange rate changes and other

 
3

Balance at end of period
$
89

 
$
122

The components of Other current assets are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Prepaid expenses
$
219

 
$
229

Taxes receivable
130

 
111

Deferred project costs
102

 
98

Deferred tax assets
81

 
93

Other
45

 
32

 
$
577

 
$
563

The components of Other non-current assets are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Prepaid pension (1)
$
659

 
$
567

Deferred project costs
259

 
273

Deferred tax assets
180

 
193

Taxes receivable
100

 
108

Other
248

 
282

 
$
1,446

 
$
1,423

  ______________________________________________
(1)
Increase in prepaid pensions is primarily due to cash funding of the U.K. pension plans.

The components of Other current liabilities are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Deferred revenue
$
513

 
$
475

Taxes payable
140

 
136

Deferred tax liabilities
53

 
48

Other
261

 
247

 
$
967

 
$
906

The components of Other non-current liabilities are as follows (in millions):
 
Mar 31, 2014
 
Dec 31, 2013
Deferred tax liabilities
$
365

 
$
420

Leases
201

 
204

Taxes payable
194

 
184

Deferred revenue
128

 
134

Compensation and benefits
59

 
105

Other
301

 
305

 
$
1,248

 
$
1,352

Acquisitions and Dispositions (Tables)
Consideration transferred and preliminary value of intangible assets
The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company’s acquisitions (in millions):
 
 
Three months ended March 31,
 
 
2014
 
2013
Consideration
 
$
5

 
$
2

Intangible assets:
 
 

 
 

Goodwill
 
$
4

 
$
2

Other intangible assets
 
4

 
1

     Total
 
$
8

 
$
3

Goodwill and Other Intangible Assets (Tables)
The changes in the net carrying amount of goodwill by reportable segment for the three months ended March 31, 2014 is as follows (in millions):
 
Risk
Solutions
 
HR
Solutions
 
Total
Balance as of December 31, 2013
$
6,020

 
$
2,977

 
$
8,997

Goodwill related to current year acquisitions
2

 
2

 
4

Goodwill related to prior year acquisitions
(1
)
 

 
(1
)
Foreign currency translation
31

 
(1
)
 
30

Balance as of March 31, 2014
$
6,052

 
$
2,978

 
$
9,030


Other intangible assets by asset class are as follows (in millions):
 
March 31, 2014
 
December 31, 2013
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
Intangible assets with indefinite lives:
 

 
 

 
 

 
 

 
 

 
 

Tradenames
$
1,019

 
$

 
$
1,019

 
$
1,019

 
$

 
$
1,019

 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets with finite lives:
 

 
 

 
 

 
 

 
 

 
 

Customer related and contract based
2,729

 
1,386

 
1,343

 
2,720

 
1,310

 
1,410

Marketing, technology and other
587

 
449

 
138

 
584

 
435

 
149

 
$
4,335

 
$
1,835

 
$
2,500

 
$
4,323

 
$
1,745

 
$
2,578

The estimated future amortization for finite lived intangible assets as of March 31, 2014 is as follows (in millions):
 
Risk Solutions
 
HR Solutions
 
Total
Remainder of 2014
$
77

 
$
183

 
$
260

2015
83

 
212

 
295

2016
70

 
177

 
247

2017
59

 
141

 
200

2018
47

 
93

 
140

Thereafter
89

 
250

 
339

 
$
425

 
$
1,056

 
$
1,481

Investments (Tables)
The Company’s interest-bearing assets and other investments are included in the following categories in the Condensed Consolidated Statements of Financial Position (in millions):
 
March 31,
2014
 
December 31,
2013
Cash and cash equivalents
$
338

 
$
477

Short-term investments
340

 
523

Fiduciary assets (1)
4,088

 
3,778

Investments
143

 
132

 
$
4,909

 
$
4,910

  ______________________________________________
(1)
Fiduciary assets include funds held on behalf of clients but does not include fiduciary receivables.
The Company’s investments are as follows (in millions):
 
March 31,
2014
 
December 31,
2013
Equity method investments
$
127

 
$
113

Other investments
8

 
10

Fixed-maturity securities
8

 
9

 
$
143

 
$
132

Shareholders' Equity (Tables)
Weighted average shares outstanding are as follows (in millions):
 
Three months ended
March 31,
 
2014
 
2013
Shares for basic earnings per share (1) 
303.5

 
316.4

Common stock equivalents
3.7

 
3.6

Shares for diluted earnings per share
307.2

 
320.0

   ______________________________________________
(1) Includes 3.4 million and 4.2 million of participating securities for the three months ended March 31, 2014 and 2013, respectively.
Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):
 
Change in Fair Value of Investments (1)
 
Change in Fair Value of Derivatives (1)
 
Foreign Currency Translation Adjustments
 
Post-Retirement Benefit Obligation (2)
 
Total
Balance at December 31, 2013
$
1

 
$
(22
)
 
$
169

 
$
(2,522
)
 
$
(2,374
)
Other comprehensive income (loss) before reclassifications, net
1

 

 
18

 

 
19

Amounts reclassified from accumulated other comprehensive loss:
 
 


 


 


 


Amounts reclassified from accumulated other comprehensive loss

 
14

 

 
36

 
50

Tax benefit

 
(5
)
 

 
(10
)
 
(15
)
Amounts reclassified from accumulated other comprehensive loss, net

 
9

 

 
26

 
35

Net current period other comprehensive (loss) income
1

 
9

 
18

 
26

 
54

Balance at March 31, 2014
$
2

 
$
(13
)
 
$
187

 
$
(2,496
)
 
$
(2,320
)
______________________________________________
(1) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income
(2) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits
Employee Benefits (Tables)
Components of net periodic benefit cost for the pension plans
The following table provides the components of the net periodic benefit cost for Aon’s material U.K., U.S., and other significant international pension plans, which are located in the Netherlands and Canada (in millions):
 
Three months ended March 31,
 
U.K.
 
U.S.
 
Other
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Service cost
$

 
$

 
$

 
$

 
$

 
$
5

Interest cost
58

 
53

 
32

 
28

 
12

 
11

Expected return on plan assets
(82
)
 
(75
)
 
(39
)
 
(34
)
 
(15
)
 
(15
)
Amortization of net actuarial loss
13

 
12

 
10

 
13

 
2

 
6

Net periodic (benefit) cost
(11
)
 
(10
)
 
3

 
7

 
(1
)
 
7

Curtailment loss (gain) and other

 

 
1

 

 
(3
)
 

Total net periodic benefit cost
$
(11
)

$
(10
)

$
4


$
7


$
(4
)

$
7



Share-Based Compensation Plans (Tables)
The following table summarizes share-based compensation expense recognized in the Condensed Consolidated Statements of Income in Compensation and benefits (in millions):
 
Three months ended March 31,
 
2014
 
2013
Restricted share units (“RSUs”)
$
60

 
$
55

Performance share awards (“PSAs”)
39

 
11

Share options

 
1

Employee share purchase plans
3

 
2

Total share-based compensation expense
$
102

 
$
69

A summary of the status of the Company’s RSUs is as follows (shares in thousands):
 
Three months ended March 31,
 
2014
 
2013
 
Shares
 
Fair Value (1)
 
Shares
 
Fair Value (1)
Non-vested at beginning of period
9,759

 
$
51

 
10,432

 
$
44

Granted
1,146

 
83

 
1,764

 
60

Vested
(1,950
)
 
51

 
(2,080
)
 
46

Forfeited
(125
)
 
50

 
(128
)
 
44

Non-vested at end of period
8,830

 
56

 
9,988

 
47

 ______________________________________________
(1)
Represents per share weighted average fair value of award at date of grant.
Information as of March 31, 2014 regarding the Company’s target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the three months ended March 31, 2014 and the years ended December 31, 2013 and 2012, respectively, is as follows (shares in thousands, dollars in millions, except fair value):
 
As of March 31, 2014
 
As of December 31, 2013
 
As of December 31, 2012
Target PSAs granted
816

 
1,135

 
1,369

Fair value (1)
$
81

 
$
58

 
$
47

Number of shares that would be issued based on current performance levels
816

 
2,243

 
2,682

Unamortized expense, based on current performance levels
$
65

 
$
82

 
$
34

 ______________________________________________
(1)
Represents per share weighted average fair value of award at date of grant.
A summary of the status of the Company’s share options and related information is as follows (shares in thousands):
 
Three months ended March 31,
 
2014
 
2013
 
Shares
 
Weighted- Average
Exercise Price
 
Shares
 
Weighted- Average
Exercise Price
Beginning outstanding
3,462

 
$
32

 
5,611

 
$
32

Granted

 

 

 

Exercised
(416
)
 
33

 
(610
)
 
31

Forfeited and expired
(2
)
 
36

 
(10
)
 
33

Outstanding at end of period
3,044

 
32

 
4,991

 
32

Exercisable at end of period
2,928

 
32

 
4,579

 
32

Other information related to the Company’s share options is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Aggregate intrinsic value of stock options exercised
$
21

 
$
17

Cash received from the exercise of stock options
14

 
20

Tax benefit realized from the exercise of stock options
6

 
3

Derivatives and Hedging (Tables)
The notional and fair values of derivative instruments are as follows (in millions):
 
Notional Amount
 
Derivative Assets (1)
 
Derivative Liabilities (2)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
172

 
$
171

 
$
9

 
$
9

 
$

 
$

Foreign exchange contracts
1,223

 
1,191

 
73

 
71

 
94

 
93

Total
1,395

 
1,362

 
82

 
80

 
94

 
93

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts
177

 
215

 

 

 

 

   Total
$
1,572

 
$
1,577

 
$
82

 
$
80

 
$
94

 
$
93

______________________________________________
(1)
Included within Other current assets ($49 million and $46 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current assets ($33 million and $34 million at March 31, 2014 and December 31, 2013, respectively)
(2)
Included within Other current liabilities ($18 million and $51 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current liabilities ($76 million and $42 million at March 31, 2014 and December 31, 2013, respectively)

Offsetting of financial assets and derivatives assets are as follows (in millions):
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts of Assets Presented in the Statement of Financial Position (1)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
9

 
$
9

 
$

 
$

 
$
9

 
$
9

Foreign exchange contracts
73

 
71

 
(24
)
 
(30
)
 
49

 
41

Total
82

 
80

 
(24
)
 
(30
)
 
58

 
50

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts

 

 

 

 

 

   Total
$
82

 
$
80

 
$
(24
)
 
$
(30
)
 
$
58

 
$
50

______________________________________________
(1) Included within Other current assets ($21 million and $18 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current assets ($37 million and $32 million at March 31, 2014 and December 31, 2013, respectively)

Offsetting of financial liabilities and derivative liabilities are as follows (in millions):
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts of Liabilities Presented in the Statement of Financial Position (2)
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
 
March 31,
2014
 
December 31,
2013
Derivatives accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$

 
$

 
$

 
$

 
$

 
$

Foreign exchange contracts
94

 
93

 
(24
)
 
(30
)
 
70

 
63

Total
94

 
93

 
(24
)
 
(30
)
 
70

 
63

Derivatives not accounted for as hedges:
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts

 

 

 

 

 

   Total
$
94

 
$
93

 
$
(24
)
 
$
(30
)
 
$
70

 
$
63


______________________________________________
(2) Included within Other current liabilities ($18 million and $23 million at March 31, 2014 and December 31, 2013, respectively) or Other non-current liabilities ($52 million and $40 million at March 31, 2014 and December 31, 2013, respectively)
The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2014 and 2013 are as follows (in millions):
 
Three months ended March 31,
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
2014
 
2013
Cash flow hedges:
 

 
 

Interest rate contracts (1)
$

 
$

Foreign exchange contracts (2)
(8
)
 
(29
)
Total
$
(8
)
 
$
(29
)
Foreign net investment hedges:
 

 
 

Foreign exchange contracts
$

 
$

 ______________________________________________
(1) Location of future reclassification from Accumulated Other Comprehensive Loss will be included within Interest Expense
(2) Location of future reclassification from Accumulated Other Comprehensive Loss will be included within Compensation and benefits ($11 million and $4 million gain for the three months ended March 31, 2014 and 2013, respectively), and Other income ($19 million and $33 million loss for the three months ended March 31, 2014 and 2013, respectively)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Three months ended March 31,
2014
 
2013
Cash flow hedges:
 

 
 

Interest rate contracts (1)
$

 
$

Foreign exchange contracts (2)
(21
)
 
(11
)
Total
(21
)
 
(11
)
Foreign net investment hedges:
 

 
 

Foreign exchange contracts
$

 
$

 ______________________________________________
(1) Included within Interest Expense
(2) Included within Compensation and benefits ($3 million and $1 million loss for the three months ended March 31, 2014 and 2013, respectively), Other general expenses ($1 million loss for the three months ended March 31, 2013), and Other income ($18 million and $9 million loss for the three months ended March 31, 2014 and 2013, respectively)

The amount of gain (loss) recognized in the Condensed Consolidated Financial Statements is as follows (in millions):
 
Three months ended March 31,
 
Amount of Gain (Loss) Recognized in Income on Derivative (2)
 
Amount of Gain (Loss) Recognized in Income on Related Hedged Item
 
2014
 
2013
 
2014
 
2013
Fair value hedges:
 

 
 

 
 

 
 

Foreign exchange contracts (1)
$

 
$
(1
)
 
$

 
$
1

  ______________________________________________
(1) Relates to fixed rate debt
(2) Included in Interest expense
Fair Value Measurements and Financial Instruments (Tables)
The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013 (in millions):
 
 
 
Fair Value Measurements Using
 
Balance at March 31, 2014
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Assets:
 

 
 

 
 

 
 

Money market funds and highly liquid debt securities (1)
$
2,086

 
$
2,061

 
$
25

 
$

Other investments:
 

 
 

 
 

 
 

Fixed maturity securities:
 

 
 

 
 

 
 

Corporate bonds
1

 

 

 
1

Government bonds
7

 

 
7

 

Equity securities
15

 
6

 
9

 

Derivatives:
 

 
 

 
 

 
 

Interest rate contracts
9

 

 
9

 

Foreign exchange contracts
73

 

 
73

 

Liabilities:
 

 
 

 
 

 
 

Derivatives:
 

 
 

 
 

 
 

Foreign exchange contracts
94

 

 
94

 

  ______________________________________________
(1) Includes $2,061 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.
 
 
 
Fair Value Measurements Using
 
Balance at December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Assets:
 

 
 

 
 

 
 

Money market funds and highly liquid debt securities (1)
$
2,079

 
$
2,054

 
$
25

 
$

Other investments:
 

 
 

 
 

 
 

Fixed maturity securities:
 

 
 

 
 

 
 

Corporate bonds
2

 

 

 
2

Government bonds
7

 

 
7

 

Equity securities
13

 
6

 
7

 

Derivatives:
 

 
 

 
 

 
 

Interest rate contracts
9

 

 
9

 

Foreign exchange contracts
71

 

 
71

 

Liabilities:
 

 
 

 
 

 
 

Derivatives:
 

 
 

 
 

 
 

Foreign exchange contracts
93

 

 
93

 

  ______________________________________________
(1)  Includes $2,054 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.
The fair value of Long-term debt is classified as Level 2 of the fair value hierarchy. The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ (in millions):
 
March 31, 2014
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Long-term debt
$
3,669

 
$
3,966

 
$
3,686

 
$
3,894

Segment Information (Tables)
Aon’s total revenue is as follows (in millions):
 
Three months ended March 31,
 
2014

2013
Risk Solutions
$
1,994


$
1,971

HR Solutions
965


954

Intersegment eliminations
(12
)

(10
)
Total revenue
$
2,947


$
2,915

Commissions, fees and other revenues by product are as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Retail brokerage
$
1,579

 
$
1,562

Reinsurance brokerage
409

 
402

Total Risk Solutions Segment
1,988

 
1,964

Consulting services
384

 
382

Outsourcing
589

 
581

Intrasegment
(8
)
 
(9
)
Total HR Solutions Segment
965

 
954

Intersegment
(12
)
 
(10
)
Total commissions, fees and other revenue
$
2,941

 
$
2,908

Fiduciary investment income by segment is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Risk Solutions
$
6

 
$
7

HR Solutions

 

Total fiduciary investment income
$
6

 
$
7

A reconciliation of segment operating income before tax to income before income taxes is as follows (in millions):
 
Three months ended March 31,
 
2014
 
2013
Risk Solutions
$
445

 
$
403

HR Solutions
67

 
51

Segment income before income taxes
512

 
454

Unallocated expenses
(43
)
 
(44
)
Interest income
2

 
1

Interest expense
(58
)
 
(52
)
Other income
1

 
9

Income before income taxes
$
414

 
$
368

Guarantee of Registered Securities (Tables)
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
 
12

 
8

 
1,731

 

 
1,751

Other general expenses
 
7

 
17

 
703

 

 
727

Total operating expenses
 
19

 
25

 
2,434

 

 
2,478

Operating (loss) income
 
(18
)
 
(25
)
 
512

 

 
469

Interest income
 
(2
)
 

 
4

 

 
2

Interest expense
 
(9
)
 
(31
)
 
(18
)
 

 
(58
)
Intercompany interest income (expense)
 
111

 
(74
)
 
(37
)
 

 

Other income
 

 

 
1

 

 
1

Income (loss) before taxes
 
82

 
(130
)
 
462

 

 
414

Income tax (benefit) expense
 
20

 
(50
)
 
108

 

 
78

Income (loss) before equity in earnings of subsidiaries
 
62

 
(80
)
 
354

 

 
336

Equity in earnings of subsidiaries, net of tax
 
263

 
280

 

 
(543
)
 

Net income
 
325

 
200

 
354

 
(543
)
 
336

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
325

 
$
200

 
$
343

 
$
(543
)
 
$
325



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

 
$

 
$
2,907

 
$

 
$
2,908

Fiduciary investment income
 

 

 
7

 

 
7

Total revenue
 
1

 

 
2,914

 

 
2,915

Expenses
 
 
 
 
 
 
 
 
 
 
Compensation and benefits
 
11

 
15

 
1,699

 

 
1,725

Other general expenses
 
7

 
6

 
767

 

 
780

Total operating expenses
 
18

 
21

 
2,466

 

 
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 before equity in earnings of subsidiaries
 
(21
)
 
(7
)
 
300

 

 
272

Equity in earnings of subsidiaries, net of tax
 
282

 
254

 

 
(536
)
 

Net income
 
261

 
247

 
300

 
(536
)
 
272

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
261

 
$
247

 
$
289

 
$
(536
)
 
$
261

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

 
$
200

 
$
354

 
$
(543
)
 
$
336

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
325

 
$
200

 
$
343

 
$
(543
)
 
$
325

Other comprehensive (loss) income, 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 income
 

 
(10
)
 
62

 

 
52

Equity in other comprehensive loss of subsidiaries, net of tax
 
54

 
69

 

 
(123
)
 

Less: Other comprehensive income attributable to noncontrolling interests
 

 

 
(2
)
 

 
(2
)
Total other comprehensive income attributable to Aon shareholders
 
54

 
59

 
64

 
(123
)
 
54

Comprehensive income attributable to Aon shareholders
 
$
379

 
$
259

 
$
407

 
$
(666
)
 
$
379

 

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

 
$
247

 
$
300

 
$
(536
)
 
$
272

Less: Net income attributable to noncontrolling interests
 

 

 
11

 

 
11

Net income attributable to Aon shareholders
 
$
261

 
$
247

 
$
289

 
$
(536
)
 
$
261

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
 
 
Change in fair value of investments
 

 

 

 

 

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 income
 

 

 
(165
)
 

 
(165
)
Equity in other comprehensive income of subsidiaries, net of tax
 
(165
)
 
(164
)
 

 
329

 

Less: Other comprehensive income attributable to noncontrolling interests
 

 

 

 

 

Total other comprehensive income attributable to Aon shareholders
 
(165
)
 
(164
)
 
(165
)
 
329

 
(165
)
Comprehensive income attributable to Aon Shareholders
 
$
96

 
$
83

 
$
124

 
$
(207
)
 
$
96

Condensed Consolidating Statement of Financial Position 
 
 
As of March 31, 2014
 
 
 
 
 
 
Other
 
 
 
 
 
 
Aon
 
Aon
 
Non-Guarantor
 
Consolidating
 
 
(millions)
 
plc
 
Corporation
 
Subsidiaries
 
Adjustments
 
Consolidated
ASSETS
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
154

 
$
1,372

 
$
(1,188
)
 
$
338

Short-term investments
 

 
101

 
239

 

 
340

Receivables, net
 

 
1

 
2,879

 

 
2,880

Fiduciary assets
 

 

 
12,038

 

 
12,038

Intercompany receivables
 
116

 
3,982

 
5,878

 
(9,976
)
 

Other current assets
 

 
109

 
538

 
(70
)
 
577

Total Current Assets
 
116

 
4,347

 
22,944

 
(11,234
)
 
16,173

Goodwill
 

 

 
9,030

 

 
9,030

Intangible assets, net
 

 

 
2,500

 

 
2,500

Fixed assets, net
 

 

 
785

 

 
785

Investments
 

 
69

 
74

 

 
143

Intercompany receivables
 
7,166

 
2,163

 
2,201

 
(11,530
)
 

Other non-current assets
 
146

 
509

 
1,477

 
(686
)
 
1,446

Investment in subsidiary
 
4,979

 
12,165

 

 
(17,144
)
 

TOTAL ASSETS
 
$
12,407

 
$
19,253

 
$
39,011

 
$
(40,594
)
 
$
30,077

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
Fiduciary liabilities
 
$

 
$

 
$
12,038

 
$

 
$
12,038

Short-term debt and current portion of long-term debt
 
227

 
140

 
710

 

 
1,077

Accounts payable and accrued liabilities
 
1,218

 
41

 
1,428

 
(1,188
)
 
1,499

Intercompany payables
 
87

 
5,834

 
4,055

 
(9,976
)
 

Other current liabilities
 
33

 
47

 
957

 
(70
)
 
967

Total Current Liabilities
 
1,565

 
6,062

 
19,188

 
(11,234
)
 
15,581

Long-term debt
 
792

 
2,516

 
361

 

 
3,669

Pension, other post-retirement and other post-employment liabilities
 

 
930

 
643

 

 
1,573

Intercompany payables
 
2,100

 
7,267

 
2,163

 
(11,530
)
 

Other non-current liabilities
 
4

 
112

 
1,818

 
(686
)
 
1,248

TOTAL LIABILITIES
 
4,461

 
16,887

 
24,173

 
(23,450
)
 
22,071

 
 
 
 
 
 
 
 
 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
 
7,946

 
2,366

 
14,778

 
(17,144
)
 
7,946

Noncontrolling interests
 

 

 
60

 

 
60

TOTAL EQUITY
 
7,946

 
2,366

 
14,838

 
(17,144
)
 
8,006

 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND EQUITY
 
$
12,407

 
$
19,253

 
$
39,011

 
$
(40,594
)
 
$
30,077


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
 
 
Three months ended March 31, 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
 
$
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

Dividends paid to noncontrolling interests
 

 

 

 

 

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


Condensed Consolidating Statement of Cash Flows
 
 
Three months ended March 31, 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
 
$
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
)
 
71

 
39

 

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

 
96

 
39

 
120

 
 
 
 
 
 
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
5

 

 
5

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
 
(126
)
 
52

 
152

 
39

 
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

Cash and Cash Equivalents (Details)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
USD ($)
Mar. 31, 2014
GBP (£)
Dec. 31, 2013
USD ($)
Cash, Cash Equivalents, and Short-term Investments [Abstract]
 
 
 
Short-term investment, minimum maturity period
3 months 
3 months 
 
Short-term investment, maximum maturity period
1 year 
1 year 
 
Operating funds in U.K.
$ 128 
£ 77 
$ 126 
Cash and cash equivalents, restricted
$ 125 
 
$ 88 
Schedule of Other Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Other (Expense) Income
 
 
Equity earnings
$ 5 
$ 2 
(Loss) gain on investments
(1)
Foreign currency remeasurement gain
19 
24 
Derivative loss
(23)
(18)
Other
Other Income
$ 1 
$ 9 
Other Financial Data Schedule of Allowance for Doubtful Accounts (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Allowance for Doubtful Accounts Receivable [Roll Forward]
 
 
Balance at beginning of period
$ 90 
$ 118 
Provision charged to operations
10 
Accounts written off, net of recoveries
(5)
(9)
Effect of exchange rate changes and other
Balance at end of period
$ 89 
$ 122 
Other Financial Data Schedule of Other Current Assets (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Other Financial Data [Abstract]
 
 
Prepaid expenses
$ 219 
$ 229 
Taxes receivable
130 
111 
Deferred project costs
102 
98 
Deferred tax assets
81 
93 
Other
45 
32 
Other Assets, Current
$ 577 
$ 563 
Other Financial Data Schedule of Non-current Assets (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Other Financial Data [Abstract]
 
 
Prepaid pension
$ 659 1
$ 567 1
Deferred project costs
259 
273 
Deferred tax assets
180 
193 
Taxes receivable
100 
108 
Other
248 
282 
Other Assets, Noncurrent
$ 1,446 
$ 1,423 
Other Financial Data Schedule of Other Current Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Other Financial Data [Abstract]
 
 
Deferred revenue
$ 513 
$ 475 
Taxes payable
140 
136 
Deferred tax liabilities
53 
48 
Other
261 
247 
Other Liabilities, Current
$ 967 
$ 906 
Other Financial Data Schedule of Other Non-current Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Other Financial Data [Abstract]
 
 
Deferred tax liabilities
$ 365 
$ 420 
Leases
201 
204 
Taxes payable
194 
184 
Deferred revenue
128 
134 
Compensation and benefits
59 
105 
Other
301 
305 
Other Liabilities, Noncurrent
$ 1,248 
$ 1,352 
Acquisitions and Dispositions - Acquisitions (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
business
Mar. 31, 2013
business
Dec. 31, 2013
Intangible assets:
 
 
 
Goodwill
$ 9,030 
 
$ 8,997 
Business Acquisition 1 [Member]
 
 
 
Business Acquisition
 
 
 
Consideration
 
Intangible assets:
 
 
 
Goodwill
 
Other intangible assets
 
Total
 
Risk Solutions [Member]
 
 
 
Business Acquisition
 
 
 
Number of business acquired under business combination
 
 
Intangible assets:
 
 
 
Goodwill
6,052 
 
6,020 
HR Solutions [Member]
 
 
 
Business Acquisition
 
 
 
Number of business acquired under business combination
 
Intangible assets:
 
 
 
Goodwill
$ 2,978 
 
$ 2,977 
Acquisitions and Dispositions - Dispositions (Details) (Risk Solutions [Member], USD $)
3 Months Ended
Mar. 31, 2014
business
Mar. 31, 2013
business
Risk Solutions [Member]
 
 
Dispositions
 
 
Number of dispositions
Gain (loss) recognized on sale
$ 1,000,000 
$ 0 
Goodwill and Other Intangible Assets (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Changes in the net carrying amount of goodwill by operating segment (in millions)
 
Beginning balance
$ 8,997 
Goodwill related to current year acquisitions
Goodwill related to prior year acquisitions
(1)
Foreign currency translation
30 
Ending balance
9,030 
Risk Solutions [Member]
 
Changes in the net carrying amount of goodwill by operating segment (in millions)
 
Beginning balance
6,020 
Goodwill related to current year acquisitions
Goodwill related to prior year acquisitions
(1)
Foreign currency translation
31 
Ending balance
6,052 
HR Solutions [Member]
 
Changes in the net carrying amount of goodwill by operating segment (in millions)
 
Beginning balance
2,977 
Goodwill related to current year acquisitions
Goodwill related to prior year acquisitions
Foreign currency translation
(1)
Ending balance
$ 2,978 
Goodwill and Other Intangible Assets (Details 2) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Goodwill and Intangible Assets
 
 
 
Tradenames
$ 1,019 
 
$ 1,019 
Intangible assets with finite lives
 
 
 
Intangible assets with finite lives, Gross Carrying Amount
4,335 
 
4,323 
Intangible assets with finite lives, Accumulated Amortization
1,835 
 
1,745 
Intangible assets, Net Carrying Amount
2,500 
 
2,578 
Amortization expense on intangible assets
86 
99 
 
Estimated amortization for intangible assets
 
 
 
Remainder of 2014
260 
 
 
2015
295 
 
 
2016
247 
 
 
2017
200 
 
 
2018
140 
 
 
Thereafter
339 
 
 
Estimated future amortization for intangible assets
1,481 
 
 
Risk Solutions [Member]
 
 
 
Estimated amortization for intangible assets
 
 
 
Remainder of 2014
77 
 
 
2015
83 
 
 
2016
70 
 
 
2017
59 
 
 
2018
47 
 
 
Thereafter
89 
 
 
Estimated future amortization for intangible assets
425 
 
 
HR Solutions [Member]
 
 
 
Estimated amortization for intangible assets
 
 
 
Remainder of 2014
183 
 
 
2015
212 
 
 
2016
177 
 
 
2017
141 
 
 
2018
93 
 
 
Thereafter
250 
 
 
Estimated future amortization for intangible assets
1,056 
 
 
Customer related and contract based [Member]
 
 
 
Intangible assets with finite lives
 
 
 
Intangible assets with finite lives, Gross Carrying Amount
2,729 
 
2,720 
Intangible assets with finite lives, Accumulated Amortization
1,386 
 
1,310 
Intangible assets, Net Carrying Amount
1,343 
 
1,410 
Marketing, technology and other [Member]
 
 
 
Intangible assets with finite lives
 
 
 
Intangible assets with finite lives, Gross Carrying Amount
587 
 
584 
Intangible assets with finite lives, Accumulated Amortization
449 
 
435 
Intangible assets, Net Carrying Amount
$ 138 
 
$ 149 
Restructuring (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2013
Aon Hewitt Restructuring Plan [Member]
Mar. 31, 2013
Aon Hewitt Restructuring Plan [Member]
HR Solutions [Member]
Mar. 31, 2013
Aon Hewitt Restructuring Plan [Member]
Risk Solutions [Member]
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
Restructuring charges
 
 
$ 26 
$ 15 
$ 11 
Restructuring reserve
127 
166 
 
 
 
Cash payments
40 
 
 
 
 
Foreign exchange translation
$ 1 
 
 
 
 
Investments (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2013
Dec. 31, 2012
Interest-bearing Assets
 
 
 
 
Cash and cash equivalents
$ 338 
$ 477 
$ 408 
$ 291 
Short-term investments
340 
523 
 
 
Fiduciary assets
4,088 1
3,778 1
 
 
Investments
143 
132 
 
 
Total interest-bearing assets
4,909 
4,910 
 
 
Investments:
 
 
 
 
Equity method investments
127 
113 
 
 
Other investments
10 
 
 
Fixed-maturity securities
 
 
Investments
$ 143 
$ 132 
 
 
Debt (Details) (Commercial paper [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Commercial paper [Member]
 
 
Debt Instrument
 
 
Total debt
$ 374 
$ 0 
Weighted average commercial paper outstanding
$ 204 
 
Weighted-average interest rates (as a percent)
0.32% 
 
Income Taxes Income Taxes (Details)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Tax Disclosure [Abstract]
 
 
Effective income tax rate
18.90% 
26.10% 
Shareholders' Equity (Details) (USD $)
1 Months Ended 3 Months Ended 24 Months Ended
Apr. 30, 2012
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Common Stock Programs
 
 
 
 
Total cost of shares purchased
 
$ 600,000,000 
 
 
Weighted average shares outstanding
 
 
 
 
Shares for basic earnings per share (in shares)
 
303,500,000 1
316,400,000 1
 
Common stock equivalents (in shares)
 
3,700,000 
3,600,000 
 
Shares for diluted earnings per share (in shares)
 
307,200,000 
320,000,000 
 
Number of participating securities (in shares)
 
3,400,000 
4,200,000 
 
Number of shares excluded from the calculation of diluted earnings per share
 
200,000 
 
2012 - Share Repurchase Program [Member]
 
 
 
 
Common Stock Programs
 
 
 
 
Share repurchase authorization limit
5,000,000,000 
 
 
 
Shares purchased (in shares)
 
7,200,000 
5,000,000 
43,500,000 
Average price per share of stock repurchased
 
$ 83.45 
$ 59.82 
 
Total cost of shares purchased
 
600,000,000 
300,000,000 
2,700,000,000 
Share repurchase, remaining authorization limit
 
$ 2,300,000,000 
 
 
Shareholders' Equity Schedule of Net Income from Participating Securities (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Equity [Abstract]
 
 
Net income from participating securities
$ 3 
$ 3 
Shareholders' Equity (Details 2) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
 
Beginning balance
$ (2,374)
Other comprehensive income (loss) before reclassifications, net
19 
Amounts reclassified from accumulated other comprehensive loss:
 
Amounts reclassified from accumulated other comprehensive loss
50 
Tax benefit
(15)
Amounts reclassified from accumulated other comprehensive loss, net
35 
Net current period other comprehensive (loss) income
54 
Ending balance
(2,320)
Change in Fair Value of Investments [Member]
 
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
 
Beginning balance
1
Other comprehensive income (loss) before reclassifications, net
1
Amounts reclassified from accumulated other comprehensive loss:
 
Amounts reclassified from accumulated other comprehensive loss
1
Tax benefit
1
Amounts reclassified from accumulated other comprehensive loss, net
1
Net current period other comprehensive (loss) income
1
Ending balance
1
Change in Fair Value of Derivatives [Member]
 
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
 
Beginning balance
(22)1
Other comprehensive income (loss) before reclassifications, net
1
Amounts reclassified from accumulated other comprehensive loss:
 
Amounts reclassified from accumulated other comprehensive loss
14 1
Tax benefit
(5)1
Amounts reclassified from accumulated other comprehensive loss, net
1
Net current period other comprehensive (loss) income
1
Ending balance
(13)1
Foreign Currency Translation Adjustments [Member]
 
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
 
Beginning balance
169 
Other comprehensive income (loss) before reclassifications, net
18 
Amounts reclassified from accumulated other comprehensive loss:
 
Amounts reclassified from accumulated other comprehensive loss
Tax benefit
Amounts reclassified from accumulated other comprehensive loss, net
Net current period other comprehensive (loss) income
18 
Ending balance
187 
Post-Retirement Benefit Obligation [Member]
 
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
 
Beginning balance
(2,522)2
Other comprehensive income (loss) before reclassifications, net
2
Amounts reclassified from accumulated other comprehensive loss:
 
Amounts reclassified from accumulated other comprehensive loss
36 2
Tax benefit
(10)2
Amounts reclassified from accumulated other comprehensive loss, net
26 2
Net current period other comprehensive (loss) income
26 2
Ending balance
$ (2,496)2
Employee Benefits (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
U.K. [Member]
 
 
Defined Benefit Plan Disclosure
 
 
Service cost
$ 0 
$ 0 
Interest cost
58 
53 
Expected return on plan assets
(82)
(75)
Amortization of net actuarial loss
13 
12 
Net periodic (benefit) cost
(11)
(10)
Curtailment loss (gain) and other
Net periodic (benefit) cost
(11)
(10)
Estimate of contributions to defined benefit pension plans for the current fiscal year
185 
 
Contributions made to defined benefit pension plans
65 
 
U.S. [Member]
 
 
Defined Benefit Plan Disclosure
 
 
Service cost
Interest cost
32 
28 
Expected return on plan assets
(39)
(34)
Amortization of net actuarial loss
10 
13 
Net periodic (benefit) cost
Curtailment loss (gain) and other
Net periodic (benefit) cost
Estimate of contributions to defined benefit pension plans for the current fiscal year
173 
 
Contributions made to defined benefit pension plans
40 
 
Other [Member]
 
 
Defined Benefit Plan Disclosure
 
 
Service cost
Interest cost
12 
11 
Expected return on plan assets
(15)
(15)
Amortization of net actuarial loss
Net periodic (benefit) cost
(1)
Curtailment loss (gain) and other
(3)
Net periodic (benefit) cost
(4)
Estimate of contributions to defined benefit pension plans for the current fiscal year
27 
 
Contributions made to defined benefit pension plans
$ 12 
 
Share-Based Compensation Plans Share-based compensation expenses recognized (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total share-based compensation expense
$ 102 
$ 69 
Restricted share units (RSUs) [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total share-based compensation expense
60 
55 
Performance share awards (“PSAs”) [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total share-based compensation expense
39 
11 
Share options [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total share-based compensation expense
Employee share purchase plans [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total share-based compensation expense
$ 3 
$ 2 
Share-Based Compensation Plans Restricted share unit activity (Details) (Restricted share units (RSUs) [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Restricted share units (RSUs) [Member]
 
 
Non-vested share awards (in shares)
 
 
Non-vested at beginning of period
9,759 
10,432 
Granted
1,146 
1,764 
Vested
(1,950)
(2,080)
Forfeited
(125)
(128)
Non-vested at end of period
8,830 
9,988 
Weighted Average Fair value (in dollars per share)
 
 
Non-vested at beginning of period
$ 51 1
$ 44 1
Granted
$ 83 1
$ 60 1
Vested
$ 51 1
$ 46 1
Forfeited
$ 50 1
$ 44 1
Non-vested at end of period
$ 56 1
$ 47 1
Share-Based Compensation Plans Performance Share Awards Narrative (Details) (Performance Shares [Member])
3 Months Ended
Mar. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vesting conditions period
3 years 
Minimum [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Shares issued, percent
0.00% 
Maximum [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Shares issued, percent
200.00% 
Share-Based Compensation Plans Schedule of Performance-based plans (Details) (Performance Shares [Member], USD $)
In Millions, except Share data in Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Performance Shares [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Target PSAs granted
816 
1,135 
1,369 
Fair value
$ 81 1
$ 58 1
$ 47 1
Number of shares that would be issued based on current performance levels
816 
2,243 
2,682 
Unamortized expense, based on current performance levels
$ 65 
$ 82 
$ 34 
Share-Based Compensation Plans Share options activity (Details) (Share options [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Share options [Member]
 
 
Share Options (in shares)
 
 
Beginning outstanding
3,462 
5,611 
Granted
Exercised
(416)
(610)
Forfeited and expired
(2)
(10)
Outstanding at end of period
3,044 
4,991 
Exercisable at end of period
2,928 
4,579 
Weighted-Average Exercise Price (in dollars per share)
 
 
Beginning outstanding
$ 32 
$ 32 
Granted
$ 0 
$ 0 
Exercised
$ 33 
$ 31 
Forfeited and expired
$ 36 
$ 33 
Outstanding at end of period
$ 32 
$ 32 
Exercisable at end of period
$ 32 
$ 32 
Share-Based Compensation Plans Stock Option Narrative (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Closing share price (in dollars per share)
$ 84.28 
 
Aggregate intrinsic value of options outstanding
$ 159 
 
Aggregate intrinsic value of exercisable options outstanding
154 
 
Unamortized deferred compensation expense
$ 365 
 
Remaining weighted-average amortization period
2 years 
 
Share options [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Weighted average remaining contractual life
2 years 
2 years 6 months 
Derivatives and Hedging Foreign Exchange Risk Management Narrative (Details)
3 Months Ended
Mar. 31, 2014
Not Designated as Hedging Instrument [Member]
 
Derivative [Line Items]
 
Foreign currency exposures, maximum hedging period
1 year 
Cash Flow Hedging [Member]
 
Derivative [Line Items]
 
Foreign currency exposures, maximum average hedging period
2 years 
Foreign currency exposures, maximum hedging period
5 years 
Net Investment Hedging [Member]
 
Derivative [Line Items]
 
Foreign currency exposures, maximum hedging period
2 years 
Derivatives and Hedging Interest Rate Management Risk Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Derivative [Line Items]
 
 
Estimated pretax losses currently included within Accumulated Other Comprehensive Loss that will be reclassified to earnings in next twelve months
$ 15 
 
Amount of (Loss) Recognized in Income on Derivative
23 
18 
Not Designated as Hedging Instrument [Member] |
Foreign exchange contracts [Member]
 
 
Derivative [Line Items]
 
 
Amount of (Loss) Recognized in Income on Derivative
$ 5 
$ 9 
Cash Flow Hedging [Member]
 
 
Derivative [Line Items]
 
 
Interest rate fluctuations, maximum hedging period
2 years 
 
Derivatives and Hedging Notional and fair values of derivative instruments (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Derivatives, Fair Value
 
 
Notional Amount
$ 1,572 
$ 1,577 
Derivative Assets
82 1
80 1
Derivative Liabilities
94 2
93 2
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Assets Presented in the Statement of Financial Position
58 3
50 3
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Liabilities Presented in the Statement of Financial Position
70 4
63 4
Other Current Assets [Member]
 
 
Derivatives, Fair Value
 
 
Derivative Assets
49 
46 
Net Amounts of Assets Presented in the Statement of Financial Position
21 
18 
Other Noncurrent Assets [Member]
 
 
Derivatives, Fair Value
 
 
Derivative Assets
33 
34 
Net Amounts of Assets Presented in the Statement of Financial Position
37 
32 
Other Current Liabilities [Member]
 
 
Derivatives, Fair Value
 
 
Derivative Liabilities
18 
51 
Net Amounts of Liabilities Presented in the Statement of Financial Position
18 
23 
Other Noncurrent Liabilities [Member]
 
 
Derivatives, Fair Value
 
 
Derivative Liabilities
76 
42 
Net Amounts of Liabilities Presented in the Statement of Financial Position
52 
40 
Derivatives accounted for as hedges [Member]
 
 
Derivatives, Fair Value
 
 
Notional Amount
1,395 
1,362 
Derivative Assets
82 1
80 1
Derivative Liabilities
94 2
93 2
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Assets Presented in the Statement of Financial Position
58 3
50 3
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Liabilities Presented in the Statement of Financial Position
70 4
63 4
Derivatives accounted for as hedges [Member] |
Interest rate contracts [Member]
 
 
Derivatives, Fair Value
 
 
Notional Amount
172 
171 
Derivative Assets
1
1
Derivative Liabilities
2
2
Gross Amounts Offset in the Statement of Financial Position
Net Amounts of Assets Presented in the Statement of Financial Position
3
3
Gross Amounts Offset in the Statement of Financial Position
Net Amounts of Liabilities Presented in the Statement of Financial Position
4
4
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member]
 
 
Derivatives, Fair Value
 
 
Notional Amount
1,223 
1,191 
Derivative Assets
73 1
71 1
Derivative Liabilities
94 2
93 2
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Assets Presented in the Statement of Financial Position
49 3
41 3
Gross Amounts Offset in the Statement of Financial Position
(24)
(30)
Net Amounts of Liabilities Presented in the Statement of Financial Position
70 4
63 4
Not Designated as Hedging Instrument [Member] |
Foreign exchange contracts [Member]
 
 
Derivatives, Fair Value
 
 
Notional Amount
177 
215 
Derivative Assets
1
1
Derivative Liabilities
2
2
Gross Amounts Offset in the Statement of Financial Position
Net Amounts of Assets Presented in the Statement of Financial Position
3
3
Gross Amounts Offset in the Statement of Financial Position
Net Amounts of Liabilities Presented in the Statement of Financial Position
$ 0 4
$ 0 4
Derivatives and Hedging Derivatives gains (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Derivative Instruments, Gain (Loss)
 
 
Amount of Gain (Loss) Recognized in Income on Derivative
$ (23)
$ (18)
Derivatives accounted for as hedges [Member] |
Cash Flow Hedging [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
(8)
(29)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
(21)
(11)
Derivatives accounted for as hedges [Member] |
Cash Flow Hedging [Member] |
Compensation and Benefits [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
11 
Derivatives accounted for as hedges [Member] |
Cash Flow Hedging [Member] |
Other Income [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
(19)
(33)
Derivatives accounted for as hedges [Member] |
Interest rate contracts [Member] |
Cash Flow Hedging [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
1
1
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
2
2
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Cash Flow Hedging [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
(8)3
(29)3
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
(21)4
(11)4
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Cash Flow Hedging [Member] |
Compensation and Benefits [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Cash Flow Hedging [Member] |
Other General Expenses [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
 
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Cash Flow Hedging [Member] |
Other Income [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
18 
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Net Investment Hedges [Member]
 
 
Derivative Instruments, Gain (Loss)
 
 
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Derivatives accounted for as hedges [Member] |
Foreign exchange contracts [Member] |
Fair value hedges
 
 
Derivative Instruments, Gain (Loss)
 
 
Amount of Gain (Loss) Recognized in Income on Derivative
5 6
(1)5 6
Amount of Gain (Loss) Recognized in Income on Related Hedged Item
$ 0 6
$ 1 6
Fair Value Measurements and Financial Instruments Schedule of assets and liabilities that are measured at fair value on a recurring basis (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Money market funds and highly liquid debt securities
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Money market funds and highly liquid debt securities
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Money market funds [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Money market funds [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Highly liquid debt securities [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Highly liquid debt securities [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Corporate bonds [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Corporate bonds [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Government bonds [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Government bonds [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Equity securities [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Equity securities [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Interest rate contracts [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Interest rate contracts [Member]
Mar. 31, 2014
Recurring [Member]
Fair Value [Member]
Foreign exchange contracts [Member]
Dec. 31, 2013
Recurring [Member]
Fair Value [Member]
Foreign exchange contracts [Member]
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Money market funds and highly liquid debt securities
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Money market funds and highly liquid debt securities
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Corporate bonds [Member]
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Corporate bonds [Member]
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Government bonds [Member]
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Government bonds [Member]
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Equity securities [Member]
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Equity securities [Member]
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Interest rate contracts [Member]
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Interest rate contracts [Member]
Mar. 31, 2014
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Foreign exchange contracts [Member]
Dec. 31, 2013
Recurring [Member]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Foreign exchange contracts [Member]
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Money market funds and highly liquid debt securities
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Money market funds and highly liquid debt securities
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Corporate bonds [Member]
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Corporate bonds [Member]
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Government bonds [Member]
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Government bonds [Member]
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Equity securities [Member]
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Equity securities [Member]
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Interest rate contracts [Member]
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Interest rate contracts [Member]
Mar. 31, 2014
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Foreign exchange contracts [Member]
Dec. 31, 2013
Recurring [Member]
Significant Other Observable Inputs (Level 2) [Member]
Foreign exchange contracts [Member]
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Money market funds and highly liquid debt securities
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Money market funds and highly liquid debt securities
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Corporate bonds [Member]
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Corporate bonds [Member]
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Government bonds [Member]
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Government bonds [Member]
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Equity securities [Member]
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Equity securities [Member]
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Interest rate contracts [Member]
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Interest rate contracts [Member]
Mar. 31, 2014
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Foreign exchange contracts [Member]
Dec. 31, 2013
Recurring [Member]
Significant Unobservable Inputs (Level 3) [Member]
Foreign exchange contracts [Member]
Fair Value Disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net assets value (in dollar per share)
$ 1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds and highly liquid debt securities
 
$ 2,086 1
$ 2,079 2
$ 2,061 
$ 2,054 
$ 25 
$ 25 
 
 
 
 
 
 
 
 
 
 
$ 2,061 1
$ 2,054 2
 
 
 
 
 
 
 
 
 
 
$ 25 1
$ 25 2
 
 
 
 
 
 
 
 
 
 
$ 0 1
$ 0 2
 
 
 
 
 
 
 
 
 
 
Other investments
 
 
 
 
 
 
 
15 
13 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
73 
71 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
73 
71 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 94 
$ 93 
 
 
 
 
 
 
 
 
 
 
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
$ 94 
$ 93 
 
 
 
 
 
 
 
 
 
 
$ 0 
$ 0 
Fair Value Measurements and Financial Instruments Schedule of financial instruments where the carrying amounts and fair values differ (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Fair value of financial instrument
 
 
Carrying value of total debt
$ 3,669 
$ 3,686 
Fair value of total debt
$ 3,966 
$ 3,894 
Commitments and Contingencies (Details)
1 Months Ended 3 Months Ended 0 Months Ended
Mar. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
May 31, 2010
Opry Mills Mall Limited Partnership [Member]
USD ($)
Dec. 31, 2012
Mazeikiu Nafta [Member]
USD ($)
Mar. 31, 2014
Commitments to fund certain limited partnerships or subsidiaries [Member]
USD ($)
Dec. 31, 2013
Commitments to fund certain limited partnerships or subsidiaries [Member]
USD ($)
Jun. 15, 2011
Commitments to fund certain limited partnerships or subsidiaries [Member]
Subsidiaries [Member]
Term Credit Agreement [Member]
USD ($)
Mar. 20, 2012
Commitments to fund certain limited partnerships or subsidiaries [Member]
Subsidiaries [Member]
Five-Year Agreement [Member]
USD ($)
Oct. 14, 2010
Commitments to fund certain limited partnerships or subsidiaries [Member]
Subsidiaries [Member]
Euro Facility Agreement [Member]
EUR (€)
Legal, Guarantees and Indemnifications
 
 
 
 
 
 
 
 
 
Damages sought
 
 
$ 200,000,000 
$ 125,000,000 
 
 
 
 
 
Amount of coverage for damages contended by the insurers
 
 
50,000,000 
 
 
 
 
 
 
Difference amount of damages sought by the client
 
 
150,000,000 
 
 
 
 
 
 
Maximum potential funding under commitments
64,000,000 
98,000,000 
 
 
24,000,000 
34,000,000 
450,000,000 
400,000,000 
650,000,000 
Term of credit agreement
 
 
 
 
 
 
 
5 years 
 
Letters of credit outstanding
66,000,000 
71,000,000 
 
 
 
 
 
 
 
Commitments funded
 
 
 
 
$ 10,000,000 
 
 
 
 
Segment Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
segment
Mar. 31, 2013
Segment Reporting Information
 
 
Number of reportable segments
 
Total revenue
$ 2,947 
$ 2,915 
Total commissions, fees and other revenue
2,941 
2,908 
Total fiduciary investment income
Operating income before income tax
469 
410 
Interest income
Interest expense
(58)
(52)
Other income
Income from continuing operations before income taxes
414 
368 
Total operating segments [Member]
 
 
Segment Reporting Information
 
 
Operating income before income tax
512 
454 
Risk Solutions [Member]
 
 
Segment Reporting Information
 
 
Total revenue
1,994 
1,971 
Total commissions, fees and other revenue
1,988 
1,964 
Total fiduciary investment income
Operating income before income tax
445 
403 
Retail brokerage
 
 
Segment Reporting Information
 
 
Total commissions, fees and other revenue
1,579 
1,562 
Reinsurance brokerage
 
 
Segment Reporting Information
 
 
Total commissions, fees and other revenue
409 
402 
HR Solutions [Member]
 
 
Segment Reporting Information
 
 
Total revenue
965 
954 
Total commissions, fees and other revenue
965 
954 
Total fiduciary investment income
Operating income before income tax
67 
51 
Consulting services
 
 
Segment Reporting Information
 
 
Total commissions, fees and other revenue
384 
382 
Outsourcing
 
 
Segment Reporting Information
 
 
Total commissions, fees and other revenue
589 
581 
Intrasegment
 
 
Segment Reporting Information
 
 
Total commissions, fees and other revenue
(8)
(9)
Intersegment elimination
 
 
Segment Reporting Information
 
 
Total revenue
(12)
(10)
Total commissions, fees and other revenue
(12)
(10)
Unallocated Expense
 
 
Segment Reporting Information
 
 
Operating income before income tax
$ (43)
$ (44)
Guarantee of Registered Securities (Narrative) (Details)
Mar. 31, 2014
Aon plc [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Parent company's percentage ownership of guarantors
100.00% 
3.50% senior notes due September 2015 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
3.50% 
3.125% Senior notes due 2016 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
3.125% 
5.00% Senior notes due September 2020 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
5.00% 
8.205% Junior subordinated deferrable interest debentures due January 2027 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
8.205% 
6.25% Senior notes due September 2040 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
6.25% 
4.250% Senior notes due 2042 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
4.25% 
4.45% notes due 2043 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
4.45% 
4.00% notes due 2023 [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Stated interest rate
4.00% 
Guarantee of Registered Securities - Condensed Consolidating Statement of Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Revenue
 
 
Commissions, fees and other
$ 2,941 
$ 2,908 
Fiduciary investment income
Total revenue
2,947 
2,915 
Expenses
 
 
Compensation and benefits
1,751 
1,725 
Other general expenses
727 
780 
Total operating expenses
2,478 
2,505 
Operating income
469 
410 
Interest income
Interest expense
(58)
(52)
Intercompany interest income (expense)
Other income
Income before income taxes
414 
368 
Income tax (benefit) expense
78 
96 
Income (loss) before equity in earnings of subsidiaries
336 
272 
Equity in earnings of subsidiaries, net of tax
Net income
336 
272 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
325 
261 
Aon plc [Member]
 
 
Revenue
 
 
Commissions, fees and other
Fiduciary investment income
Total revenue
Expenses
 
 
Compensation and benefits
12 
11 
Other general expenses
Total operating expenses
19 
18 
Operating income
(18)
(17)
Interest income
(2)
Interest expense
(9)
(2)
Intercompany interest income (expense)
111 
(7)
Other income
Income before income taxes
82 
(26)
Income tax (benefit) expense
20 
(5)
Income (loss) before equity in earnings of subsidiaries
62 
(21)
Equity in earnings of subsidiaries, net of tax
263 
282 
Net income
325 
261 
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
325 
261 
Aon Corporation [Member]
 
 
Revenue
 
 
Commissions, fees and other
Fiduciary investment income
Total revenue
Expenses
 
 
Compensation and benefits
15 
Other general expenses
17 
Total operating expenses
25 
21 
Operating income
(25)
(21)
Interest income
Interest expense
(31)
(34)
Intercompany interest income (expense)
(74)
43 
Other income
(1)
Income before income taxes
(130)
(12)
Income tax (benefit) expense
(50)
(5)
Income (loss) before equity in earnings of subsidiaries
(80)
(7)
Equity in earnings of subsidiaries, net of tax
280 
254 
Net income
200 
247 
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
200 
247 
Other Non-Guarantor Subsidiaries [Member]
 
 
Revenue
 
 
Commissions, fees and other
2,940 
2,907 
Fiduciary investment income
Total revenue
2,946 
2,914 
Expenses
 
 
Compensation and benefits
1,731 
1,699 
Other general expenses
703 
767 
Total operating expenses
2,434 
2,466 
Operating income
512 
448 
Interest income
Interest expense
(18)
(16)
Intercompany interest income (expense)
(37)
(36)
Other income
10 
Income before income taxes
462 
406 
Income tax (benefit) expense
108 
106 
Income (loss) before equity in earnings of subsidiaries
354 
300 
Equity in earnings of subsidiaries, net of tax
Net income
354 
300 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
343 
289 
Consolidating Adjustments [Member]
 
 
Revenue
 
 
Commissions, fees and other
Fiduciary investment income
Total revenue
Expenses
 
 
Compensation and benefits
Other general expenses
Total operating expenses
Operating income
Interest income
Interest expense
Intercompany interest income (expense)
Other income
Income before income taxes
Income tax (benefit) expense
Income (loss) before equity in earnings of subsidiaries
Equity in earnings of subsidiaries, net of tax
(543)
(536)
Net income
(543)
(536)
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
$ (543)
$ (536)
Guarantee of Registered Securities - Condensed Consolidating Statement of Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
 
 
Net income
$ 336 
$ 272 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
325 
261 
Change in fair value of investments
Change in fair value of derivatives
(14)
Foreign currency translation adjustments
16 
(174)
Post-retirement benefit obligation
26 
23 
Total other comprehensive income (loss)
52 
(165)
Equity in other comprehensive loss of subsidiaries, net of tax
Less: Other comprehensive income attributable to noncontrolling interests
(2)
Total other comprehensive income (loss) attributable to Aon shareholders
54 
(165)
Comprehensive income attributable to Aon shareholders
379 
96 
Aon plc [Member]
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
Net income
325 
261 
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
325 
261 
Change in fair value of investments
Change in fair value of derivatives
Foreign currency translation adjustments
Post-retirement benefit obligation
Total other comprehensive income (loss)
Equity in other comprehensive loss of subsidiaries, net of tax
54 
(165)
Less: Other comprehensive income attributable to noncontrolling interests
Total other comprehensive income (loss) attributable to Aon shareholders
54 
(165)
Comprehensive income attributable to Aon shareholders
379 
96 
Aon Corporation [Member]
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
Net income
200 
247 
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
200 
247 
Change in fair value of investments
Change in fair value of derivatives
Foreign currency translation adjustments
(17)
(8)
Post-retirement benefit obligation
Total other comprehensive income (loss)
(10)
Equity in other comprehensive loss of subsidiaries, net of tax
69 
(164)
Less: Other comprehensive income attributable to noncontrolling interests
Total other comprehensive income (loss) attributable to Aon shareholders
59 
(164)
Comprehensive income attributable to Aon shareholders
259 
83 
Other Non-Guarantor Subsidiaries [Member]
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
Net income
354 
300 
Less: Net income attributable to noncontrolling interests
11 
11 
Net income attributable to Aon shareholders
343 
289 
Change in fair value of investments
Change in fair value of derivatives
(15)
Foreign currency translation adjustments
33 
(166)
Post-retirement benefit obligation
20 
16 
Total other comprehensive income (loss)
62 
(165)
Equity in other comprehensive loss of subsidiaries, net of tax
Less: Other comprehensive income attributable to noncontrolling interests
(2)
Total other comprehensive income (loss) attributable to Aon shareholders
64 
(165)
Comprehensive income attributable to Aon shareholders
407 
124 
Consolidating Adjustments [Member]
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
Net income
(543)
(536)
Less: Net income attributable to noncontrolling interests
Net income attributable to Aon shareholders
(543)
(536)
Change in fair value of investments
Change in fair value of derivatives
Foreign currency translation adjustments
Post-retirement benefit obligation
Total other comprehensive income (loss)
Equity in other comprehensive loss of subsidiaries, net of tax
(123)
329 
Less: Other comprehensive income attributable to noncontrolling interests
Total other comprehensive income (loss) attributable to Aon shareholders
(123)
329 
Comprehensive income attributable to Aon shareholders
$ (666)
$ (207)
Guarantee of Registered Securities - Condensed Consolidating Statement of Financial Position (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2013
Dec. 31, 2012
CURRENT ASSETS :
 
 
 
 
Cash and cash equivalents
$ 338 
$ 477 
$ 408 
$ 291 
Short-term investments
340 
523 
 
 
Receivables, net
2,880 
2,896 
 
 
Fiduciary assets
12,038 
11,871 
 
 
Intercompany receivables
 
 
Other current assets
577 
563 
 
 
Total Current Assets
16,173 
16,330 
 
 
Goodwill
9,030 
8,997 
 
 
Intangible assets, net
2,500 
2,578 
 
 
Fixed assets, net
785 
791 
 
 
Investments
143 
132 
 
 
Intercompany receivables
 
 
Other non-current assets
1,446 
1,423 
 
 
Investment in subsidiary
 
 
TOTAL ASSETS
30,077 
30,251 
 
 
CURRENT LIABILITIES
 
 
 
 
Fiduciary liabilities
12,038 
11,871 
 
 
Short-term debt and current portion of long-term debt
1,077 
703 
 
 
Accounts payable and accrued liabilities
1,499 
1,931 
 
 
Intercompany payables
 
 
Other current liabilities
967 
906 
 
 
Total Current Liabilities
15,581 
15,411 
 
 
Long-term debt
3,669 
3,686 
 
 
Pension, other post-retirement and other post-employment liabilities
1,573 
1,607 
 
 
Intercompany payables
 
 
Other non-current liabilities
1,248 
1,352 
 
 
TOTAL LIABILITIES
22,071 
22,056 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
7,946 
8,145 
 
 
Noncontrolling interests
60 
50 
 
 
TOTAL EQUITY
8,006 
8,195 
 
 
TOTAL LIABILITIES AND EQUITY
30,077 
30,251 
 
 
Aon plc [Member]
 
 
 
 
CURRENT ASSETS :
 
 
 
 
Cash and cash equivalents
131 
Short-term investments
 
 
Receivables, net
 
 
Fiduciary assets
 
 
Intercompany receivables
116 
186 
 
 
Other current assets
 
 
Total Current Assets
116 
186 
 
 
Goodwill
 
 
Intangible assets, net
 
 
Fixed assets, net
 
 
Investments
 
 
Intercompany receivables
7,166 
7,166 
 
 
Other non-current assets
146 
146 
 
 
Investment in subsidiary
4,979 
4,607 
 
 
TOTAL ASSETS
12,407 
12,105 
 
 
CURRENT LIABILITIES
 
 
 
 
Fiduciary liabilities
 
 
Short-term debt and current portion of long-term debt
227 
 
 
Accounts payable and accrued liabilities
1,218 
1,036 
 
 
Intercompany payables
87 
15 
 
 
Other current liabilities
33 
12 
 
 
Total Current Liabilities
1,565 
1,063 
 
 
Long-term debt
792 
792 
 
 
Pension, other post-retirement and other post-employment liabilities
 
 
Intercompany payables
2,100 
2,100 
 
 
Other non-current liabilities
 
 
TOTAL LIABILITIES
4,461 
3,960 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
7,946 
8,145 
 
 
Noncontrolling interests
 
 
TOTAL EQUITY
7,946 
8,145 
 
 
TOTAL LIABILITIES AND EQUITY
12,407 
12,105 
 
 
Aon Corporation [Member]
 
 
 
 
CURRENT ASSETS :
 
 
 
 
Cash and cash equivalents
154 
247 
251 
199 
Short-term investments
101 
163 
 
 
Receivables, net
 
 
Fiduciary assets
 
 
Intercompany receivables
3,982 
3,503 
 
 
Other current assets
109 
69 
 
 
Total Current Assets
4,347 
3,986 
 
 
Goodwill
 
 
Intangible assets, net
 
 
Fixed assets, net
 
 
Investments
69 
57 
 
 
Intercompany receivables
2,163 
2,178 
 
 
Other non-current assets
509 
560 
 
 
Investment in subsidiary
12,165 
11,694 
 
 
TOTAL ASSETS
19,253 
18,475 
 
 
CURRENT LIABILITIES
 
 
 
 
Fiduciary liabilities
 
 
Short-term debt and current portion of long-term debt
140 
 
 
Accounts payable and accrued liabilities
41 
62 
 
 
Intercompany payables
5,834 
5,449 
 
 
Other current liabilities
47 
47 
 
 
Total Current Liabilities
6,062 
5,558 
 
 
Long-term debt
2,516 
2,512 
 
 
Pension, other post-retirement and other post-employment liabilities
930 
925 
 
 
Intercompany payables
7,267 
7,267 
 
 
Other non-current liabilities
112 
159 
 
 
TOTAL LIABILITIES
16,887 
16,421 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
2,366 
2,054 
 
 
Noncontrolling interests
 
 
TOTAL EQUITY
2,366 
2,054 
 
 
TOTAL LIABILITIES AND EQUITY
19,253 
18,475 
 
 
Other Non-Guarantor Subsidiaries [Member]
 
 
 
 
CURRENT ASSETS :
 
 
 
 
Cash and cash equivalents
1,372 
1,246 
152 
Short-term investments
239 
360 
 
 
Receivables, net
2,879 
2,892 
 
 
Fiduciary assets
12,038 
11,871 
 
 
Intercompany receivables
5,878 
5,452 
 
 
Other current assets
538 
513 
 
 
Total Current Assets
22,944 
22,334 
 
 
Goodwill
9,030 
8,997 
 
 
Intangible assets, net
2,500 
2,578 
 
 
Fixed assets, net
785 
791 
 
 
Investments
74 
75 
 
 
Intercompany receivables
2,201 
2,201 
 
 
Other non-current assets
1,477 
1,421 
 
 
Investment in subsidiary
 
 
TOTAL ASSETS
39,011 
38,397 
 
 
CURRENT LIABILITIES
 
 
 
 
Fiduciary liabilities
12,038 
11,871 
 
 
Short-term debt and current portion of long-term debt
710 
707 
 
 
Accounts payable and accrued liabilities
1,428 
1,849 
 
 
Intercompany payables
4,055 
3,677 
 
 
Other current liabilities
957 
866 
 
 
Total Current Liabilities
19,188 
18,970 
 
 
Long-term debt
361 
378 
 
 
Pension, other post-retirement and other post-employment liabilities
643 
682 
 
 
Intercompany payables
2,163 
2,178 
 
 
Other non-current liabilities
1,818 
1,892 
 
 
TOTAL LIABILITIES
24,173 
24,100 
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
14,778 
14,247 
 
 
Noncontrolling interests
60 
50 
 
 
TOTAL EQUITY
14,838 
14,297 
 
 
TOTAL LIABILITIES AND EQUITY
39,011 
38,397 
 
 
Consolidating Adjustments [Member]
 
 
 
 
CURRENT ASSETS :
 
 
 
 
Cash and cash equivalents
(1,188)
(1,016)
(39)
Short-term investments
 
 
Receivables, net
 
 
Fiduciary assets
 
 
Intercompany receivables
(9,976)
(9,141)
 
 
Other current assets
(70)
(19)
 
 
Total Current Assets
(11,234)
(10,176)
 
 
Goodwill
 
 
Intangible assets, net
 
 
Fixed assets, net
 
 
Investments
 
 
Intercompany receivables
(11,530)
(11,545)
 
 
Other non-current assets
(686)
(704)
 
 
Investment in subsidiary
(17,144)
(16,301)
 
 
TOTAL ASSETS
(40,594)
(38,726)
 
 
CURRENT LIABILITIES
 
 
 
 
Fiduciary liabilities
 
 
Short-term debt and current portion of long-term debt
(4)
 
 
Accounts payable and accrued liabilities
(1,188)
(1,016)
 
 
Intercompany payables
(9,976)
(9,141)
 
 
Other current liabilities
(70)
(19)
 
 
Total Current Liabilities
(11,234)
(10,180)
 
 
Long-term debt
 
 
Pension, other post-retirement and other post-employment liabilities
 
 
Intercompany payables
(11,530)
(11,545)
 
 
Other non-current liabilities
(686)
(704)
 
 
TOTAL LIABILITIES
(23,450)
(22,425)
 
 
TOTAL AON SHAREHOLDERS’ EQUITY
(17,144)
(16,301)
 
 
Noncontrolling interests
 
 
TOTAL EQUITY
(17,144)
(16,301)
 
 
TOTAL LIABILITIES AND EQUITY
$ (40,594)
$ (38,726)
 
 
Guarantee of Registered Securities - Condensed Consolidating Statement of Cash Flows (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
$ (11)
$ 54 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
42 
18 
Purchases of long-term investments
(10)
(3)
Net sales of short-term investments - non-fiduciary
183 
(16)
Acquisition of businesses, net of cash acquired
(5)
(2)
Proceeds from sale of businesses
Capital expenditures
(55)
(60)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
156 
(62)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
(600)
(300)
Advances from (to) affiliates
Issuance of shares for employee benefit plans
26 
36 
Issuance of debt
1,195 
1,150 
Repayment of debt
(829)
(715)
Cash dividends to shareholders
(53)
(50)
Purchase of shares from noncontrolling interests
(1)
Dividends paid to noncontrolling interests
 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(260)
120 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(24)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(139)
117 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
477 
291 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
338 
408 
Aon plc [Member]
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
89 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
Purchases of long-term investments
Net sales of short-term investments - non-fiduciary
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses
Capital expenditures
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
(600)
(300)
Advances from (to) affiliates
313 
96 
Issuance of shares for employee benefit plans
26 
36 
Issuance of debt
293 
87 
Repayment of debt
(68)
Cash dividends to shareholders
(53)
(50)
Purchase of shares from noncontrolling interests
Dividends paid to noncontrolling interests
 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(89)
(131)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(126)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
131 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
Aon Corporation [Member]
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
(123)
(23)
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
37 
Purchases of long-term investments
(10)
(3)
Net sales of short-term investments - non-fiduciary
62 
(39)
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses
Capital expenditures
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
89 
(41)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
Advances from (to) affiliates
(206)
(206)
Issuance of shares for employee benefit plans
Issuance of debt
902 
833 
Repayment of debt
(755)
(511)
Cash dividends to shareholders
Purchase of shares from noncontrolling interests
Dividends paid to noncontrolling interests
 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(59)
116 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(93)
52 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
247 
199 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
154 
251 
Other Non-Guarantor Subsidiaries [Member]
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
23 
72 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
17 
Purchases of long-term investments
Net sales of short-term investments - non-fiduciary
121 
23 
Acquisition of businesses, net of cash acquired
(5)
(2)
Proceeds from sale of businesses
Capital expenditures
(55)
(60)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
67 
(21)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
Advances from (to) affiliates
65 
71 
Issuance of shares for employee benefit plans
Issuance of debt
230 
Repayment of debt
(6)
(204)
Cash dividends to shareholders
Purchase of shares from noncontrolling interests
(1)
Dividends paid to noncontrolling interests
 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
60 
96 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(24)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
126 
152 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
1,246 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
1,372 
152 
Consolidating Adjustments [Member]
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
Proceeds from sale of long-term investments
Purchases of long-term investments
Net sales of short-term investments - non-fiduciary
Acquisition of businesses, net of cash acquired
Proceeds from sale of businesses
Capital expenditures
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Share repurchase
Advances from (to) affiliates
(172)
39 
Issuance of shares for employee benefit plans
Issuance of debt
Repayment of debt
Cash dividends to shareholders
Purchase of shares from noncontrolling interests
Dividends paid to noncontrolling interests
 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
(172)
39 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(172)
39 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
(1,016)
(39)
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$ (1,188)
$ 0