UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
ý       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED March 31, 2015
 
OR
 
o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 1-7933

Aon plc
(Exact Name of Registrant as Specified in Its Charter)

	
			
ENGLAND AND WALES	 	98-1030901	
(State or Other Jurisdiction of	 	(I.R.S. Employer	
Incorporation or Organization)	 	Identification No.)	

	
			
8 DEVONSHIRE SQUARE, LONDON, ENGLAND	 	EC2M 4PL	
(Address of Principal Executive Offices)	 	(Zip Code)	
+44 20 7623 5500
(Registrant's Telephone Number,
Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  ý   NO  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  ý   NO  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

			
Large accelerated filer x	 	Accelerated filer o	
 	 	 	
Non-accelerated filer o	 	Smaller reporting company o	
(Do not check if a smaller reporting company)	 	 	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o NO ý
 
Number of Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of March 31, 2015 :  281,733,504

	

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
 
Aon plc
Condensed Consolidated Statements of Income
(Unaudited)

	
									
 	 	Three Months Ended	
(millions, except per share data)	 	March 31, 2015	 	March 31, 2014	
Revenue	 	 	 	 	
Commissions, fees and other	 	$	2,842		 	$	2,941		
Fiduciary investment income	 	5		 	6		
Total revenue	 	2,847		 	2,947		
Expenses	 	 	 	 	
Compensation and benefits	 	1,683		 	1,751		
Other general expenses	 	723		 	727		
Total operating expenses	 	2,406		 	2,478		
Operating income	 	441		 	469		
Interest income	 	3		 	2		
Interest expense	 	(65	)	 	(58	)	
Other income	 	42		 	1		
Income before income taxes	 	421		 	414		
Income taxes	 	80		 	78		
Net income	 	341		 	336		
Less: Net income attributable to noncontrolling interests	 	13		 	11		
Net income attributable to Aon shareholders	 	$	328		 	$	325		
 	 	 	 	 	
Basic net income per share attributable to Aon shareholders	 	$	1.15		 	$	1.07		
Diluted net income per share attributable to Aon shareholders	 	$	1.14		 	$	1.06		
Cash dividends per share paid on ordinary shares	 	$	0.25		 	$	0.18		
Weighted average ordinary shares outstanding - basic	 	284.2		 	303.5		
Weighted average ordinary shares outstanding - diluted	 	287.1		 	307.2		
 
See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

2

Aon plc
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

	
									
 	 	Three Months Ended	
(millions)	 	March 31, 2015	 	March 31, 2014	
Net income	 	$	341		 	$	336		
Less: Net income attributable to noncontrolling interests	 	13		 	11		
Net income attributable to Aon shareholders	 	328		 	325		
Other comprehensive (loss) income, net of tax:	 	 		 	 		
Change in fair value of investments	 	(1	)	 	1		
Change in fair value of derivatives	 	6		 	9		
Foreign currency translation adjustments	 	(322	)	 	16		
Post-retirement benefit obligation	 	23		 	26		
Total other comprehensive (loss) income	 	(294	)	 	52		
Less: Other comprehensive (loss) income attributable to noncontrolling interests	 	(1	)	 	(2	)	
Total other comprehensive (loss) income attributable to Aon shareholders	 	(293	)	 	54		
Comprehensive income attributable to Aon shareholders	 	$	35		 	$	379		
 
See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

3

Aon plc
Condensed Consolidated Statements of Financial Position

	
									
(millions, except nominal value)	 	March 31, 2015	 	December 31, 2014	
 	 	(Unaudited)	 	 	
ASSETS	 	 		 	 		
CURRENT ASSETS	 	 		 	 		
Cash and cash equivalents	 	$	378		 	$	374		
Short-term investments	 	343		 	394		
Receivables, net	 	2,672		 	2,815		
Fiduciary assets	 	10,894		 	11,638		
Other current assets	 	712		 	602		
Total Current Assets	 	14,999		 	15,823		
Goodwill	 	8,548		 	8,860		
Intangible assets, net	 	2,410		 	2,520		
Fixed assets, net	 	754		 	765		
Other non-current assets	 	1,678		 	1,804		
TOTAL ASSETS	 	$	28,389		 	$	29,772		
 	 	 	 	 	
LIABILITIES AND EQUITY	 	 		 	 		
LIABILITIES	 	 		 	 		
CURRENT LIABILITIES	 	 		 	 		
Fiduciary liabilities	 	$	10,894		 	$	11,638		
Short-term debt and current portion of long-term debt	 	966		 	783		
Accounts payable and accrued liabilities	 	1,391		 	1,805		
Other current liabilities	 	865		 	788		
Total Current Liabilities	 	14,116		 	15,014		
Long-term debt	 	4,710		 	4,799		
Pension, other post-retirement and post-employment liabilities	 	2,001		 	2,141		
Other non-current liabilities	 	1,131		 	1,187		
TOTAL LIABILITIES	 	21,958		 	23,141		
 	 	 	 	 	
EQUITY	 	 		 	 		
Ordinary shares - $0.01 nominal value
Authorized: 750 shares (issued: 2015 - 281.7; 2014 - 280.0)	 	3		 	3		
Additional paid-in capital	 	5,177		 	5,097		
Retained earnings	 	4,612		 	4,605		
Accumulated other comprehensive loss	 	(3,427	)	 	(3,134	)	
TOTAL AON SHAREHOLDERS' EQUITY	 	6,365		 	6,571		
Noncontrolling interests	 	66		 	60		
TOTAL EQUITY	 	6,431		 	6,631		
TOTAL LIABILITIES AND EQUITY	 	$	28,389		 	$	29,772		
 
See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

4

Aon plc
Condensed Consolidated Statement of Shareholders' Equity
(Unaudited)

	
																								
(millions)	 	Shares	 	Ordinary
Shares and
Additional
Paid-in Capital	 	Retained
Earnings	 	Accumulated Other
Comprehensive
(Loss) Income, Net of Tax	 	Non-
controlling
Interests	 	Total	
Balance at December 31, 2014	 	280.0		 	$	5,100		 	$	4,605		 	$	(3,134	)	 	$	60		 	$	6,631		
Net income	 	—		 	—		 	328		 	—		 	13		 	341		
Shares issued - employee benefit plans	 	0.2		 	15		 	—		 	—		 	—		 	15		
Shares issued - employee compensation	 	4.0		 	(128	)	 	—		 	—		 	—		 	(128	)	
Shares purchased	 	(2.5	)	 	—		 	(250	)	 	—		 	—		 	(250	)	
Tax benefit - employee benefit plans	 	—		 	102		 	—		 	—		 	—		 	102		
Share-based compensation expense	 	—		 	90		 	—		 	—		 	—		 	90		
Dividends to shareholders	 	—		 	—		 	(71	)	 	—		 	—		 	(71	)	
Net change in fair value of investments	 	—		 	—		 	—		 	(1	)	 	—		 	(1	)	
Net change in fair value of derivatives	 	—		 	—		 	—		 	6		 	—		 	6		
Net foreign currency translation adjustments	 	—		 	—		 	—		 	(321	)	 	(1	)	 	(322	)	
Net post-retirement benefit obligation	 	—		 	—		 	—		 	23		 	—		 	23		
Purchases of shares from noncontrolling interests	 	—		 	1		 	—		 	—		 	(5	)	 	(4	)	
Dividends paid to noncontrolling interests on subsidiary common stock	 	—		 	—		 	—		 	—		 	(1	)	 	(1	)	
Balance at March 31, 2015	 	281.7		 	$	5,180		 	$	4,612		 	$	(3,427	)	 	$	66		 	$	6,431		
 
See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

5

Aon plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)  

									
 	 	Three Months Ended	
(millions)	 	March 31, 2015	 	March 31, 2014	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 		 	 		
Net income	 	$	341		 	$	336		
Adjustments to reconcile net income to cash provided by (used for) operating activities:	 	 		 	 		
Gain from sales of businesses and investments, net	 	(19	)	 	(5	)	
Depreciation of fixed assets	 	56		 	60		
Amortization of intangible assets	 	80		 	86		
Share-based compensation expense	 	90		 	102		
Deferred income taxes	 	7		 	10		
Change in assets and liabilities:	 	 		 	 		
Fiduciary receivables	 	173		 	165		
Short-term investments — funds held on behalf of clients	 	63		 	(271	)	
Fiduciary liabilities	 	(236	)	 	106		
Receivables, net	 	49		 	13		
Accounts payable and accrued liabilities	 	(466	)	 	(468	)	
Restructuring reserves	 	(13	)	 	(40	)	
Current income taxes	 	27		 	2		
Pension, other post-retirement and other post-employment liabilities	 	(66	)	 	(128	)	
Other assets and liabilities	 	50		 	21		
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	 	136		 	(11	)	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 		 	 		
Proceeds from sale of long-term investments	 	3		 	42		
Purchases of long-term investments	 	(1	)	 	(10	)	
Net sales of short-term investments — non-fiduciary	 	42		 	183		
Acquisition of businesses, net of cash acquired	 	(21	)	 	(5	)	
Proceeds from sale of businesses	 	41		 	1		
Capital expenditures	 	(62	)	 	(55	)	
CASH PROVIDED BY INVESTING ACTIVITIES	 	2		 	156		
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 		 	 		
Share repurchase	 	(250	)	 	(600	)	
Issuance of shares for employee benefit plans	 	48		 	26		
Issuance of debt	 	870		 	1,195		
Repayment of debt	 	(686	)	 	(829	)	
Cash dividends to shareholders	 	(71	)	 	(53	)	
(Purchases) sales of shares (from) to noncontrolling interests	 	(5	)	 	1		
Dividends paid to noncontrolling interests	 	(1	)	 	—		
CASH USED FOR FINANCING ACTIVITIES	 	(95	)	 	(260	)	
 	 	 	 	 	
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	 	(39	)	 	(24	)	
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	 	4		 	(139	)	
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	 	374		 	477		
CASH AND CASH EQUIVALENTS AT END OF PERIOD	 	$	378		 	$	338		
 	 	 	 	 	
Supplemental disclosures:	 	 		 	 		
Interest paid	 	$	63		 	$	64		
Income taxes paid, net of refunds	 	$	46		 	$	66		
 
See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

6

Notes to the Condensed Consolidated Financial Statements (Unaudited)
 
1.  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 of its 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, 2014 .  The results for the three months ended March 31, 2015 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2015 .
 
Reclassification

Certain amounts in prior years' Condensed Consolidated Financial Statements and related notes have been reclassified to conform to the 2015 presentation. In prior periods, long-term investments were included in Investments in the Condensed Consolidated Statement of Financial Position. These amounts are now included in Other non-current assets in the Condensed Consolidated Statement of Financial Position, as shown in Note 4 to these Condensed Consolidated Financial Statements. Long-term investments were $143 million at both March 31, 2015 and December 31, 2014.

Use of Estimates
 
The preparation of the accompanying 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. Management believes its estimates to be reasonable given the current facts available.  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.

2.  Accounting Principles and Practices
 
New Accounting Pronouncements

Debt Issuance Costs

In April 2015, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The new guidance will be applied on a retrospective basis and is effective for the Company in the first quarter of 2016. The adoption of this guidance is not expected to have a material impact on the Company's Condensed Consolidated Financial Statements.

Consolidations

In February 2015, the FASB issued new accounting guidance on consolidations, which eliminates the deferral granted to investment companies from applying the variable interest entities ("VIEs") guidance and makes targeted amendments to the current consolidation guidance. The new guidance applies to all entities involved with limited partnerships or similar entities and will require re-evaluation of these entities under the revised guidance, which could change previous consolidation conclusions. The guidance is effective for the Company in the first quarter of 2016. The impact from the adoption of this guidance on the Company's Condensed Consolidated Financial Statements cannot be determined at this time.

7

 
Revenue Recognition

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP.  The core principal of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The guidance is effective for Aon in the first quarter of 2017 and early adoption is not permitted. The guidance permits two methods of transition upon adoption; full retrospective and modified retrospective. Under the full retrospective method, prior periods would be restated under the new revenue standard, providing a comparable view across all periods presented. Under the modified retrospective method, prior periods would not be restated. Rather, revenues and other disclosures for pre-2017 periods would be provided in the notes to the financial statements as previously reported under the current revenue standard. The impact from the adoption of this guidance on the Company's Condensed Consolidated Financial Statements cannot be determined at this time. The Company is also determining the appropriate method of transition to the guidance.

Discontinued Operations

In April 2014, the 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 was effective for Aon in the first quarter of 2015. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements.

3.  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.
 
At March 31, 2015 , Cash and cash equivalents and Short-term investments were $721 million compared to $768 million at December 31, 2014 . Of the total balance, $127 million and $169 million was restricted as to its use at March 31, 2015 and December 31, 2014 , respectively. Included within that amount, the Company is required to hold £40.5 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 $60 million and $63 million at March 31, 2015 and December 31, 2014 , respectively. In addition, Cash and cash equivalents included additional restricted balances of $67 million and $106 million at March 31, 2015 and December 31, 2014 , respectively. The restricted balances primarily relate to cash required to be held as collateral.

4.  Other Financial Data
 
Condensed Consolidated Statements of Income Information

Other Income

Other income consists of the following (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Foreign currency remeasurement gain	$	24		 	$	19		
Gain on disposal of business	19		 	—		
Equity earnings	2		 	5		
Loss on investments	(2	)	 	(1	)	
Derivative loss	(1	)	 	(23	)	
Other	—		 	1		
Total	$	42		 	$	1		

8

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,	
 	2015	 	2014	
Balance at beginning of period	$	74		 	$	90		
Provision charged to operations	8		 	4		
Accounts written off, net of recoveries	(9	)	 	(5	)	
Foreign currency translation	(3	)	 	—		
Balance at end of period	$	70		 	$	89		

Other Current Assets

The components of Other current assets are as follows (in millions):

								
 	March 31, 2015	 	December 31, 2014	
Taxes receivable	$	218		 	$	99		
Deferred tax assets	206		 	212		
Prepaid expenses	158		 	164		
Deferred project costs	108		 	102		
Other	22		 	25		
Total	$	712		 	$	602		

Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):

								
 	March 31, 2015	 	December 31, 2014	
Prepaid pension	$	897		 	$	933		
Deferred project costs	237		 	250		
Deferred tax assets	146		 	144		
Investments	143		 	143		
Taxes receivable	57		 	101		
Other	198		 	233		
Total	$	1,678		 	$	1,804		
 
Other Current Liabilities

The components of Other current liabilities are as follows (in millions):

								
 	March 31, 2015	 	December 31, 2014	
Deferred revenue	$	410		 	$	408		
Taxes payable	89		 	64		
Deferred tax liabilities	2		 	2		
Other	364		 	314		
Total	$	865		 	$	788		

9

Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):

								
 	March 31, 2015	 	December 31, 2014	
Deferred tax liabilities	$	307		 	$	313		
Taxes payable	201		 	210		
Deferred revenue	186		 	167		
Leases	172		 	184		
Compensation and benefits	55		 	57		
Other	210		 	256		
Total	$	1,131		 	$	1,187		

5.  Acquisitions and Dispositions
 
Acquisitions
 
During the three months ended March 31, 2015 , 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, 2014 , the Company completed the acquisition of one business in the Risk Solutions segment and 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,	
 	 	2015	 	2014	
Consideration	 	$	21		 	$	5		
Intangible assets:	 	 		 	 		
Goodwill	 	$	16		 	$	4		
Other intangible assets	 	1		 	4		
     Total	 	$	17		 	$	8		
 
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, 2015 , the Company completed the disposition of one business in the Risk Solutions segment and one business in the HR Solutions segment. A pretax gain of $19 million was recognized on these dispositions in the three months ended March 31, 2015 , which is included in Other income in the Condensed Consolidated Statements of Income. During the three months ended March 31, 2014 , the Company completed the disposition of one business in the Risk Solutions segment.  A pretax gain of $1 million was recognized on this disposition in the three months ended March 31, 2014 , which is included in Other income in the Condensed Consolidated Statements of Income.

10

6.  Goodwill and Other Intangible Assets
 
The changes in the net carrying amount of goodwill by reportable segment for the three months ended March 31, 2015 are as follows (in millions):

												
 	Risk
Solutions	 	HR
Solutions	 	Total	
Balance as of January 1, 2015	$	5,911		 	$	2,949		 	$	8,860		
Goodwill related to current year acquisitions	1		 	15		 	16		
Goodwill related to disposals	—		 	(13	)	 	(13	)	
Foreign currency translation	(284	)	 	(31	)	 	(315	)	
Balance as of March 31, 2015	$	5,628		 	$	2,920		 	$	8,548		

Other intangible assets by asset class are as follows (in millions):

																								
 	March 31, 2015	 	December 31, 2014	
 	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	2,894		 	1,616		 	1,278		 	2,952		 	1,579		 	1,373		
Technology and other	548		 	435		 	113		 	571		 	443		 	128		
 Total	$	4,461		 	$	2,051		 	$	2,410		 	$	4,542		 	$	2,022		 	$	2,520		

Amortization expense from finite lived intangible assets was $80 million and $86 million for the three months ended March 31, 2015 and 2014 , respectively.
 
The estimated future amortization for finite lived intangible assets as of March 31, 2015 is as follows (in millions):

												
 	Risk Solutions	 	HR Solutions	 	Total	
Remainder of 2015	$	80		 	$	154		 	$	234		
2016	99		 	172		 	271		
2017	90		 	137		 	227		
2018	78		 	91		 	169		
2019	69		 	73		 	142		
Thereafter	185		 	163		 	348		
  Total	$	601		 	$	790		 	$	1,391		
 
7.  Debt

Revolving Credit Facilities

As of December 31, 2014, Aon plc had two primary committed credit facilities outstanding: its $400 million U.S. credit facility expiring in March 2017 (the "2017 Facility") and its €650 million ( $707 million based on exchange rates at March 31, 2015 ) European credit facility expiring in October 2015 (the "2015 Facility"). Aon Corporation entered into the 2015 Facility on October 15, 2010 (Aon plc became a borrower under such facility on April 29, 2013) and Aon plc entered into the 2017 Facility on March 20, 2012. On February 2, 2015, Aon plc replaced the 2015 Facility with a new $900 million multi-currency U.S. credit facility expiring in February 2020 (the "2020 Facility"). Each of these facilities included customary representations, warranties and covenants, including financial covenants that require Aon plc to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At March 31, 2015 , Aon plc had no borrowings under, and was in compliance with these financial covenants and all other covenants contained in, the 2017 Facility and 2020 Facility during the three months ended March 31, 2015.

11

Commercial Paper

Aon Corporation, a wholly-owned subsidiary of Aon plc, has established a U.S. commercial paper program, which provides for commercial paper to be issued in an aggregate principal amount of up to $900 million , and Aon plc has established a European multi-currency commercial paper program that provides for commercial paper to be issued in an aggregate principal amount of up to €300 million . The U.S. commercial paper program is fully and unconditionally guaranteed by Aon plc and the European commercial paper program is fully and unconditionally guaranteed by Aon Corporation. In the aggregate, the Company had $355 million and $168 million of commercial paper outstanding at March 31, 2015 and December 31, 2014 , respectively, which was included in Short-term debt and current portion of long-term debt in the Company's Condensed Consolidated Statements of Financial Position. The weighted average commercial paper outstanding for the three months ended March 31, 2015 was $317 million . The weighted average interest rate of the commercial paper outstanding for the three months ended March 31, 2015 was 0.50% .

8.  Income Taxes
 
The effective tax rate on net income was 19.1% and 18.9% for the three months ended March 31, 2015 , and 2014 , respectively. The effective tax rate in the first quarter of 2015 was unfavorably impacted by a change in the geographical distribution of income, partially offset by the impact of certain discrete items.

During the three months ended March 31, 2015, the Company's uncertain tax positions decreased by $19 million , excluding interest and penalties, as compared to the year ended December 31, 2014. The decrease in uncertain tax positions was primarily related to the settlement of certain issues related to the IRS audit for tax years 2008-2011. As of March 31, 2015, the Company's liability for uncertain tax positions was $186 million , which was included in Other non-current liabilities in the Condensed Consolidated Statement of Financial Position, including interest and penalties of $25 million and net of $11 million of tax attributes.

The Company's liability for uncertain tax positions as of March 31, 2015 includes $133 million related to amounts that would impact the effective tax rate if recognized.

9.  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"). In November 2014, the Company's Board of Directors authorized a new $5.0 billion share repurchase program in addition to the existing program ("2014 Share Repurchase Program"). Under each 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.
 
In the three months ended March 31, 2015 , the Company repurchased 2.5 million shares at an average price per share of $100.15 for a total cost of approximately $250 million under the 2012 Share Repurchase Program. In 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. The remaining authorized amount for share repurchase under the 2012 Share Repurchase Program and 2014 Share Repurchase Program is $5.4 billion . Since the program's inception in 2012, the Company repurchased a total of 64.6 million shares for an aggregate cost of $4.6 billion .
 
Net Income Per Share
 
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.

12

Net income, attributable to participating securities was $2 million and $3 million in the three months ended March 31, 2015 and 2014 , respectively.

Weighted average shares outstanding are as follows (in millions):

						
 	Three months ended March 31,	
 	2015	 	2014	
Shares for basic earnings per share (1) 	284.2		 	303.5		
Common stock equivalents	2.9		 	3.7		
Shares for diluted earnings per share	287.1		 	307.2		
   ______________________________________________
(1) Includes 2.5 million and 3.4 million of participating securities for the three months ended March 31, 2015 and 2014 , respectively.
 
Certain ordinary share equivalents may be excluded from the computation of diluted net income per share if their inclusion would be antidilutive. There were no shares excluded from the calculation for the three months ended March 31, 2015 and 2014 , respectively.
 
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, 2014	$	—		 	$	(17	)	 	$	(335	)	 	$	(2,782	)	 	$	(3,134	)	
Other comprehensive (loss) income before reclassifications, net	(1	)	 	(1	)	 	(321	)	 	3		 	(320	)	
Amounts reclassified from accumulated other comprehensive loss:	 	 			 			 			 			
Amounts reclassified from accumulated other comprehensive loss	—		 	11		 	—		 	29		 	40		
Tax benefit	—		 	(4	)	 	—		 	(9	)	 	(13	)	
Amounts reclassified from accumulated other comprehensive loss, net	—		 	7		 	—		 	20		 	27		
Net current period other comprehensive (loss) income	(1	)	 	6		 	(321	)	 	23		 	(293	)	
Balance at March 31, 2015	$	(1	)	 	$	(11	)	 	$	(656	)	 	$	(2,759	)	 	$	(3,427	)	
______________________________________________
(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.

13

10.  Employee Benefits
 
The following table provides the components of the net periodic benefit cost recognized in the Condensed Consolidated Statements of Income in Compensation and benefits for Aon's material U.K., U.S., and other significant international pension plans located in the Netherlands and Canada (in millions):

																								
 	Three months ended March 31,	
 	U.K.	 	U.S.	 	Other	
 	2015	 	2014	 	2015	 	2014	 	2015	 	2014	
Service cost	$	—		 	$	—		 	$	1		 	$	—		 	$	—		 	$	—		
Interest cost	49		 	58		 	33		 	32		 	8		 	12		
Expected return on plan assets	(75	)	 	(82	)	 	(39	)	 	(39	)	 	(12	)	 	(15	)	
Amortization of net actuarial loss	10		 	13		 	14		 	10		 	3		 	2		
Net periodic (benefit) cost	(16	)	 	(11	)	 	9		 	3		 	(1	)	 	(1	)	
Curtailment loss (gain) and other	—		 	—		 	(1	)	 	1		 	—		 	(3	)	
Total net periodic (benefit) cost	$	(16	)		$	(11	)		$	8			$	4			$	(1	)		$	(4	)	

Based on current assumptions, in 2015 , the Company expects to contribute approximately $65 million , $132 million , and $23 million to its U.K., U.S. and other significant international pension plans, respectively. During the three months ended March 31, 2015 , contributions of $19 million , $34 million , and $4 million were made to the Company's 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.
 
11.  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,	
 	2015	 	2014	
Restricted share units ("RSUs")	$	65		 	$	60		
Performance share awards ("PSAs")	21		 	39		
Share options	—		 	—		
Employee share purchase plans	4		 	3		
Total share-based compensation expense	$	90		 	$	102		
 
Restricted Share Units
 
A summary of the status of the Company's RSUs is as follows (shares in thousands):

														
 	Three months ended March 31,	
 	2015	 	2014	
 	Shares	 	Fair Value (1)	 	Shares	 	Fair Value (1)	
Non-vested at beginning of period	8,381		 	$	63		 	9,759		 	$	51		
Granted	957		 	97		 	1,146		 	83		
Vested	(1,714	)	 	59		 	(1,950	)	 	51		
Forfeited	(49	)	 	64		 	(125	)	 	50		
Non-vested at end of period	7,575		 	69		 	8,830		 	56		
 ______________________________________________
		
(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 cumulative 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

14

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, 2015 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, 2015 and the years ended December 31, 2014 and 2013 , respectively, is as follows (shares in thousands, dollars in millions, except fair value):

												
 	2015	 	2014	 	2013	
Target PSAs granted during period	978		 	816		 	1,135		
Weighted average fair value per share at date of grant	$	96		 	$	81		 	$	58		
Number of shares that would be issued based on current performance levels	978		 	1,201		 	2,197		
Unamortized expense, based on current performance levels	$	93		 	$	61		 	$	34		
 
Share Options
 
The Company did not grant any share options during either the three months ended March 31, 2015 or 2014 .
 
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,	
 	2015	 	2014	
 	Shares	 	Weighted- Average
Exercise Price	 	Shares	 	Weighted- Average
Exercise Price	
Beginning outstanding	2,300		 	$	32		 	3,462		 	$	32		
Granted	—		 	—		 	—		 	—		
Exercised	(1,293	)	 	26		 	(416	)	 	33		
Forfeited and expired	(9	)	 	36		 	(2	)	 	36		
Outstanding at end of period	998		 	39		 	3,044		 	32		
Exercisable at end of period	998		 	39		 	2,928		 	32		
 
The weighted average remaining contractual life, in years, of outstanding options was 2.7 years and 2.0 years at March 31, 2015 and 2014 , 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 $96.12 as of March 31, 2015 , which would have been received by the option holders had those option holders exercised their options as of that date.  At March 31, 2015 , the aggregate intrinsic value of options outstanding was $57 million , all of which were exercisable.
 
Other information related to the Company's share options is as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Aggregate intrinsic value of stock options exercised	$	94		 	$	21		
Cash received from the exercise of stock options	34		 	14		
Tax benefit realized from the exercise of stock options	34		 	6		
 
Unamortized deferred compensation expense, which includes both options and awards, amounted to $267 million as of March 31, 2015 , with a remaining weighted-average amortization period of approximately 1.8 years.

12.  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.

15

Foreign Exchange Risk Management
 
The Company is exposed to foreign exchange risk when it earns revenues, pays expenses, or enters into monetary intercompany transfers 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. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Income.
 
The Company also uses foreign exchange derivatives, typically forward contracts and options to economically hedge 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, typically in a rolling 30 day basis, but may be 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 (1) using International Swaps and Derivatives Association master agreements, collateral and credit support arrangements, (2) entering into non-exchange-traded derivatives with highly-rated major financial institutions and (3) using exchange-traded instruments.  The Company monitors the creditworthiness of, and exposure to, its counterparties.  As of March 31, 2015 , all net derivative positions were free of credit risk contingent features.  The Company had not received or pledged any collateral related to derivative arrangements as of March 31, 2015 .
 
The notional and fair values of derivative instruments are as follows (in millions):

																								
 	Notional Amount	 	Derivative Assets (1)	 	Derivative Liabilities (2)	
 	March 31,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	
Derivatives accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Interest rate contracts	$	—		 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	919		 	1,200		 	59		 	46		 	79		 	58		
   Total	919		 	1,200		 	59		 	46		 	79		 	58		
Derivatives not accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Foreign exchange contracts (3)	181		 	165		 	—		 	—		 	—		 	—		
   Total	$	1,100		 	$	1,365		 	$	59		 	$	46		 	$	79		 	$	58		
______________________________________________
		
(1)	Included within Other current assets ( $38 million at March 31, 2015 and $24 million  at December 31, 2014 ) or Other non-current assets ( $21 million at March 31, 2015 and $22 million  at December 31, 2014 ).	
		
(2)	Included within Other current liabilities ( $66 million at March 31, 2015 and $52 million  at December 31, 2014 ) or Other non-current liabilities ( $13 million at March 31, 2015 and $6 million  at December 31, 2014 ).	
		
(3)	These contracts typically are for 30 day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.	

16

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,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	
Derivatives accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Interest rate contracts	$	—		 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	59		 	46		 	(32	)	 	(14	)	 	27		 	32		
   Total	59		 	46		 	(32	)	 	(14	)	 	27		 	32		
Derivatives not accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Foreign exchange contracts	—		 	—		 	—		 	—		 	—		 	—		
   Total	$	59		 	$	46		 	$	(32	)	 	$	(14	)	 	$	27		 	$	32		
______________________________________________
(1) Included within Other current assets ( $15 million at March 31, 2015 and $12 million  at December 31, 2014 ) or Other non-current assets ( $12 million at March 31, 2015 and $20 million  at December 31, 2014 ).

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 (1)	
 	March 31,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	 	March 31,
2015	 	December 31,
2014	
Derivatives accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Interest rate contracts	$	—		 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	79		 	58		 	(32	)	 	(14	)	 	47		 	44		
   Total	79		 	58		 	(32	)	 	(14	)	 	47		 	44		
Derivatives not accounted for as hedges:	 		 	 		 	 		 	 		 	 		 	 		
Foreign exchange contracts	—		 	—		 	—		 	—		 	—		 	—		
   Total	$	79		 	$	58		 	$	(32	)	 	$	(14	)	 	$	47		 	$	44		
______________________________________________
(1) Included within Other current liabilities ( $42 million at March 31, 2015 and $40 million  at December 31, 2014 ) or Other non-current liabilities ( $5 million at March 31, 2015 and $4 million  at December 31, 2014 ).

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2015 and 2014 are as follows (in millions):

																					
Three Months Ended March 31, 2015	 	 	 	 	 	 	 	 	
 	 	Location of future reclassification from Accumulated Other Comprehensive Loss	 	Gain (Loss) recognized in Accumulated Other Comprehensive Loss:	

	 	Compensation and Benefits	 	Other General Expenses	 	Interest Expense	 	Other Income (Expense)	 	Total	
Cash flow hedges:	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	 	5		 	(2	)	 	—		 	(4	)	 	(1	)	
Total	 	$	5		 	$	(2	)	 	$	—		 	$	(4	)	 	$	(1	)	

17

	
																					
Three Months Ended March 31, 2014	 	 	 	 	 	 	 	 	
 	 	Location of future reclassification from Accumulated Other Comprehensive Loss	 	Gain (Loss) recognized in Accumulated Other Comprehensive Loss:	

	 	Compensation and Benefits	 	Other General Expenses	 	Interest Expense	 	Other Income (Expense)	 	Total	
Cash flow hedges:	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	 	11		 	—		 	—		 	(19	)	 	(8	)	
Total	 	$	11		 	$	—		 	$	—		 	$	(19	)	 	$	(8	)	

																					
Three Months Ended March 31, 2015	 	 	
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):	 	Compensation and Benefits	 	Other General Expenses	 	Interest Expense	 	Other Income (Expense)	 	Total	
Cash flow hedges:	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—		 	$	—		 	$	(1	)	 	$	—		 	$	(1	)	
Foreign exchange contracts	 	—		 	—		 	(2	)	 	(8	)	 	(10	)	
Total	 	$	—		 	$	—		 	$	(3	)	 	$	(8	)	 	$	(11	)	

																					
Three Months Ended March 31, 2014	 	 	
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):	 	Compensation and Benefits	 	Other General Expenses	 	Interest Expense	 	Other Income (Expense)	 	Total	
Cash flow hedges:	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	—		 	$	—		 	$	—		 	$	—		 	$	—		
Foreign exchange contracts	 	(3	)	 	—		 	—		 	(18	)	 	(21	)	
Total	 	$	(3	)	 	$	—		 	$	—		 	$	(18	)	 	$	(21	)	

The Company estimates that approximately $4 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, 2015 and 2014 was not material.
 
During the three months ended March 31, 2015 and 2014 , the Company recorded a gain of $7 million and a loss of $5 million , respectively, in Other income for foreign exchange derivatives not designated or qualifying as hedges.
 
13.  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:

18

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.
 
Equity investments consist of domestic and international equity securities valued using the closing stock price on a national securities exchange. The Company 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 securities.
 
Fixed income investments consist of corporate and government bonds. Corporate and government 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. 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 to 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 management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have historically not been material to the fair value estimates used 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.
 
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, 2015 and December 31, 2014 (in millions):

																
 	 	 	Fair Value Measurements Using	
 	Balance at March 31, 2015	 	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)	$	1,787		 	$	1,787		 	$	—		 	$	—		
Other investments:	 		 	 		 	 		 	 		
Corporate bonds	1		 	—		 	—		 	1		
Government bonds	6		 	—		 	6		 	—		
Equity investments	10		 	6		 	4		 	—		
Derivatives:	 		 	 		 	 		 	 		
Interest rate contracts	—		 	—		 	—		 	—		
Foreign exchange contracts	59		 	—		 	59		 	—		
Liabilities:	 		 	 		 	 		 	 		
Derivatives:	 		 	 		 	 		 	 		
Foreign exchange contracts	79		 	—		 	79		 	—		
  ______________________________________________
(1) Includes $ 1,787 million of money market funds 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. 

19

	
																
 	 	 	Fair Value Measurements Using	
 	Balance at December 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)	$	1,850		 	$	1,850		 	$	—		 	$	—		
Other investments:	 		 	 		 	 		 	 		
Corporate bonds	1		 	—		 	—		 	1		
Government bonds	6		 	—		 	6		 	—		
Equity investments	11		 	6		 	5		 	—		
Derivatives:	 		 	 		 	 		 	 		
Interest rate contracts	—		 	—		 	—		 	—		
Foreign exchange contracts	46		 	—		 	46		 	—		
Liabilities:	 		 	 		 	 		 	 		
Derivatives:	 		 	 		 	 		 	 		
Foreign exchange contracts	58		 	—		 	58		 	—		
  ______________________________________________
(1)  Includes $1,850 million of money market funds 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. 
 
There were no transfers of assets or liabilities between fair value hierarchy levels in either the three months ended March 31, 2015 or 2014 . The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income during either the  three months ended March 31, 2015 or 2014 , 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, 2015	 	December 31, 2014	
 	Carrying Value	 	Fair Value	 	Carrying Value	 	Fair Value	
Long-term debt	$	4,710		 	$	5,259		 	$	4,799		 	$	5,268		

14.  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 claims. Accruals for these exposures, and related insurance receivables, when applicable, are included in the Condensed Consolidated Statements of Financial Position and have been recognized in Other general expenses in the Condensed Consolidated Statements of Income to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Matters that are not probable and estimable are not accrued for in the financial statements. Included in the matters described below are matters in which (1) loss is probable (2) loss is reasonably possible; that is, more than remote but not probable or (3) there exists the reasonable possibility of loss greater than the accrued amount. The reasonably possible range of loss for the matters described below, in excess of amounts that are deemed probable and estimable and therefore already accrued, is estimated to be between $0 and $0.6 billion , exclusive of any insurance coverage. These estimates are based on currently available information. As available information changes, the matters for which Aon is able to estimate will change, and the estimates themselves will change. In addition, many estimates involve significant judgment and uncertainty. For example, at the time of making an estimate, Aon may only have limited information about the facts underlying the claim, and predictions and assumptions about future court rulings and outcomes may prove to be inaccurate.

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Although management at present believes that the ultimate outcome of all matters described below, individually or in the aggregate, will not have a material adverse effect on the consolidated financial position of Aon, legal proceedings are subject to inherent uncertainties and unfavorable rulings or other events. Unfavorable resolutions could include substantial monetary or punitive damages imposed on Aon or its subsidiaries. If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected.
 
A predecessor of a retail insurance brokerage subsidiary of Aon provided insurance brokerage services to Northrop Grumman Corporation ("Northrop"). This subsidiary placed Northrop's property insurance program for the period covering 2005. Northrop suffered a substantial loss in August 2005 when Hurricane Katrina damaged Northrop's shipbuilding facilities in the Gulf States. Northrop's excess insurance carrier, Factory Mutual Insurance Company ("Factory Mutual"), denied coverage for storm surge damage pursuant to a flood exclusion in the excess policy. Northrop sued Factory Mutual in the United States District Court for the Central District of California. The district court granted summary judgment in Northrop's favor in August 2007. In August 2008, the United State Court of Appeals for the Ninth Circuit reversed the district court's ruling and held that the flood exclusion applied to storm surge damage. Northrop thereafter sought to join Aon's subsidiary as a defendant in the action against Factory Mutual, asserting that if Northrop's policy with Factory Mutual does not cover the Northrop storm surge losses, then the Aon subsidiary will be responsible for Northrop's losses. In August 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 the Aon subsidiary as a defendant in the federal lawsuit. On January 27, 2011, Northrop filed suit against the Aon subsidiary in the Superior Court of the State of California, County of Los Angeles, asserting claims for negligence, breach of contract and negligent misrepresentation. Northrop later settled its claims with Factory Mutual. In January 2014, Northrop filed an amended complaint, adding additional claims against the Aon subsidiary for intentional misrepresentation and concealment. Northrop seeks compensatory damages of approximately $340 million , which includes prejudgment interest and attorneys' fees, and punitive damages that are a multiple of the compensatory damages sought. Aon asserts several defenses (which it believes to be meritorious), including, but not limited to, that it committed no error or omission in placing the Factory Mutual excess policy for Northrop and that Northrop did not suffer any damages as a result of Aon's conduct. Aon intends to vigorously defend itself against these claims.

Another retail insurance brokerage subsidiary of Aon was sued on September 14, 2010 in the Chancery Court for Davidson County, Tennessee Twentieth Judicial District, at Nashville 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 in coverage from numerous insurers with whom this Aon subsidiary placed the client's property insurance coverage. The insurers contend that only $50 million in coverage (which has already been paid) 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. In March 2015, the trial court granted partial summary judgment in favor of plaintiffs
and against the insurers, holding generally that the plaintiffs are entitled to $200 million in coverage under the language of the policies. Aon understands that the insurers intend to appeal this trial court decision. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims.
 
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. On January 2, 2014, Philips Pension Trustees Limited and Philips Electronics UK Limited (together, "Philips") sued Aon in the High Court, Chancery Division, London 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. Philips is seeking approximately £189 million ( $281 million at March 31, 2015 exchange rates), plus interest and costs. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations.

On June 1, 2007, the International Road Transport Union ("IRU") sued Aon in the Geneva Tribunal of First Instance 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.  IRU seeks damages of approximately CHF 46 million ( $48 million at March 31, 2015 exchange rates) and $3 million , plus legal fees and interest of approximately $30 million . On December 2, 2014, the Geneva Tribunal of First Instance entered a judgment that accepted some, and rejected other, of IRU's claims. The judgment awarded IRU CHF 16.8 million ( $17 million at March 31, 2015 exchange rates) and $3.1 million , plus interest and adverse costs. The entire amount of the judgment, including interest through December 31, 2014, totals CHF 27.9 million ( $29 million at March 31, 2015 exchange rates) and $5 million . On January 26, 2015, in return for IRU agreeing not to appeal the bulk of its dismissed claims, the Aon subsidiary agreed not to appeal a part of

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the judgment and to pay IRU CHF 12.8 million ( $13 million at March 31, 2015 exchange rates) and $4.7 million without Aon admitting liability. The Aon subsidiary appealed those aspects of the judgment it retained the right to appeal. IRU did not appeal. The Aon subsidiary's maximum liability on appeal is limited to CHF 8.7 million ( $9 million at March 31, 2015 exchange rates) and $115,000 (plus interest and costs) beyond what the subsidiary has already paid.

On December 27, 2012, AXA Versicherung Aktiengesellschaft ("AXA") started arbitral proceedings in Hamburg, Germany 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.  AXA seeks damages of approximately €183 million ( $199 million at March 31, 2015 exchange rates). The arbitrators heard testimony over the course of four days in September and December 2014, and the evidentiary portion of the arbitration proceeding has now closed. The matter is now under submission. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims. 

A pensions consulting and administration subsidiary of Aon provided advisory services to the Trustees of the Gleeds pension fund in the United Kingdom and, on occasion, to the relevant employer of the fund.  In April 2014, the High Court, Chancery Division, London found that certain governing documents of the fund that sought to alter the fund's benefit structure and that had been drafted by Aon were procedurally defective and therefore invalid.  No lawsuit naming Aon as a party has been filed, although a tolling agreement has been entered.  The High Court decision says that the additional liabilities in the pension fund resulting from the alleged defect in governing documents amount to approximately £45 million ( $67 million at March 31, 2015 exchange rates). In December 2014, the Court of Appeal granted the employer leave to appeal the High Court decision. The Court of Appeal hearing is set for October 2015. Aon believes that it has meritorious defenses and intends to vigorously defend itself against this potential claim.

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.
 
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), and (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.
 
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 of approximately $68 million at March 31, 2015 , compared to $95 million at December 31, 2014 . 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

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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.
 
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 $12 million at March 31, 2015 compared to $14 million at December 31, 2014 . During the three months ended March 31, 2015 , the Company funded $2 million of these commitments.
 
Premium Payments

The Company has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $77 million at March 31, 2015 compared to $112 million at December 31, 2014 .
 
15. 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,	
 	2015	 	2014	
Risk Solutions	$	1,895		 	$	1,994		
HR Solutions	970		 	965		
Intersegment eliminations	(18	)	 	(12	)	
Total revenue	$	2,847		 	$	2,947		

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Commissions, fees and other revenues by product are as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Retail brokerage	$	1,513		 	$	1,579		
Reinsurance brokerage	377		 	409		
Total Risk Solutions Segment	1,890		 	1,988		
Consulting services	371		 	384		
Outsourcing	604		 	589		
Intrasegment	(5	)	 	(8	)	
Total HR Solutions Segment	970		 	965		
Intersegment	(18	)	 	(12	)	
Total commissions, fees and other revenue	$	2,842		 	$	2,941		
 
Fiduciary investment income by segment is as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Risk Solutions	$	5		 	$	6		
HR Solutions	—		 	—		
Total fiduciary investment income	$	5		 	$	6		
 
A reconciliation of segment operating income before tax to income before income taxes is as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Risk Solutions	$	412		 	$	445		
HR Solutions	76		 	67		
Segment income before income taxes	488		 	512		
Unallocated expenses	(47	)	 	(43	)	
Interest income	3		 	2		
Interest expense	(65	)	 	(58	)	
Other income	42		 	1		
Income before income taxes	$	421		 	$	414		
 
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.
 
16.  Guarantee of Registered Securities
 
As described in Note 14, in connection with the Redomestication, Aon plc entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities. Aon Corporation is a 100% indirectly owned subsidiary of Aon plc. The debt securities that are subject to Rule 3-10 of Regulation S-X are the 3.50% Notes due September 2015, the 3.125% Notes due May 2016, the 5.00% Notes due September 2020, the 8.205% Notes due January 2027 and the 6.25% Notes due September 2040. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the debt.

Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.250% Notes due 2042 exchanged for Aon Corporation's outstanding 8.205% Notes due January 2027. Those Notes are subject to Rule 3-10 of Regulation S-X. Aon Corporation also agreed to guarantee the obligations of Aon plc arising under the 4.45% Notes due 2043, the 4.00% Notes due November 2023, the 2.875% Notes due May 2026, the 3.50% Notes due June 2024, and the 4.60% Notes due June 2044. In each case, the guarantee of Aon Corporation is full and unconditional. There are

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no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of the 4.250% Notes due 2042, the 4.45% Notes due 2043, the 4.00% Notes due 2023, the 2.875% Notes due 2026, the 3.50% Notes due 2024 or the 4.60% Notes due 2044.
 
The following tables set forth condensed consolidating statements of income for the three months ended March 31, 2015 and 2014 , condensed consolidating statements of comprehensive income for the three months ended March 31, 2015 and 2014 , condensed consolidating statements of financial position as of March 31, 2015 and December 31, 2014 , and condensed consolidating statements of cash flows for the three months ended March 31, 2015 and 2014 in accordance with Rule 3-10 of Regulation S-X. The condensed consolidating financial information includes the accounts of Aon plc, the accounts of Aon Corporation, and the combined accounts of the non-guarantor subsidiaries. The condensed consolidating financial statements are presented in all periods as a merger under common control, with Aon plc presented as the parent company in all periods prior and subsequent to the Redomestication. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions.

In January 2015, Aon plc transferred its ownership of all of its directly held subsidiaries to Aon Global Holdings Limited, an intermediate holding company. The financial results of Aon Global Holdings Limited are included in the Other Non-Guarantor Subsidiaries column of the Condensed Consolidating Financial Statements. The Company has reflected the transfer of Aon Corporation from Aon plc to Aon Global Holdings Limited below for all periods presented.

Certain amounts in prior year's condensed consolidating statements of income have been reclassified and adjusted to conform to the 2015 presentation. In prior periods, other income (expense) from intercompany transactions were recognized in Compensation and benefits and Other general expenses. These amounts are now included in Intercompany other income (expense) in the Condensed Consolidating Statements of Income. The Company believes this provides greater clarity into the income generated from operations and intercompany transactions.

Condensed Consolidating Statement of Income

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

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Condensed Consolidating Statement of Income  

																					
 	 	Three months ended March 31, 2014	
 	 	 	 	 	 	Other	 	 	 	 	
 	 	Aon	 	Aon	 	Non-Guarantor	 	Consolidating	 	 	
(millions)	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
Revenue	 	 	 	 	 	 	 	 	 	 	
Commissions, fees and other	 	$	1		 	$	—		 	$	2,940		 	$	—		 	$	2,941		
Fiduciary investment income	 	—		 	—		 	6		 	—		 	6		
Total revenue	 	1		 	—		 	2,946		 	—		 	2,947		
Expenses	 	 	 	 	 	 	 	 	 	 	
Compensation and benefits	 	66		 	7		 	1,678		 	—		 	1,751		
Other general expenses	 	4		 	3		 	720		 	—		 	727		
Total operating expenses	 	70		 	10		 	2,398		 	—		 	2,478		
Operating (loss) income	 	(69	)	 	(10	)	 	548		 	—		 	469		
Interest income	 	(2	)	 	—		 	4		 	—		 	2		
Interest expense	 	(9	)	 	(31	)	 	(18	)	 	—		 	(58	)	
Intercompany interest income (expense)	 	111		 	(74	)	 	(37	)	 	—		 	—		
Intercompany other (expense) income	 	(19	)	 	(15	)	 	34		 	—		 	—		
Other income	 	—		 	—		 	1		 	—		 	1		
Income (loss) before taxes	 	12		 	(130	)	 	532		 	—		 	414		
Income tax expense (benefit)	 	3		 	(50	)	 	125		 	—		 	78		
Income (loss) before equity in earnings of subsidiaries	 	9		 	(80	)	 	407		 	—		 	336		
Equity in earnings of subsidiaries, net of tax	 	316		 	333		 	253		 	(902	)	 	—		
Net income	 	325		 	253		 	660		 	(902	)	 	336		
Less: Net income attributable to noncontrolling interests	 	—		 	—		 	11		 	—		 	11		
Net income attributable to Aon shareholders	 	$	325		 	$	253		 	$	649		 	$	(902	)	 	$	325		

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Condensed Consolidating Statement of Comprehensive Income

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

Condensed Consolidating Statement of Comprehensive Income

																					
 	 	Three months ended March 31, 2014	
 	 	 	 	 	 	Other	 	 	 	 	
 	 	Aon	 	Aon	 	Non-Guarantor	 	Consolidating	 	 	
(millions)	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
Net income	 	$	325		 	$	253		 	$	660		 	$	(902	)	 	$	336		
Less: Net income attributable to noncontrolling interests	 	—		 	—		 	11		 	—		 	11		
Net income attributable to Aon shareholders	 	$	325		 	$	253		 	$	649		 	$	(902	)	 	$	325		
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	
Change in fair value of investments	 	—		 	—		 	1		 	—		 	1		
Change in fair value of derivatives	 	—		 	1		 	8		 	—		 	9		
Foreign currency translation adjustments	 	—		 	(17	)	 	33		 	—		 	16		
Post-retirement benefit obligation	 	—		 	6		 	20		 	—		 	26		
Total other comprehensive (loss) income	 	—		 	(10	)	 	62		 	—		 	52		
Equity in other comprehensive income of subsidiaries, net of tax	 	54		 	69		 	59		 	(182	)	 	—		
Less: Other comprehensive income attributable to noncontrolling interests	 	—		 	—		 	(2	)	 	—		 	(2	)	
Total other comprehensive income attributable to Aon shareholders	 	54		 	59		 	123		 	(182	)	 	54		
Comprehensive income attributable to Aon Shareholders	 	$	379		 	$	312		 	$	772		 	$	(1,084	)	 	$	379		

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Condensed Consolidating Statement of Financial Position  

																					
 	 	As of March 31, 2015	
 	 	 	 	 	 	Other	 	 	 	 	
 	 	Aon	 	Aon	 	Non-Guarantor	 	Consolidating	 	 	
(millions)	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
ASSETS	 	 		 	 		 	 		 	 		 	 		
 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—		 	$	2,230		 	$	650		 	$	(2,502	)	 	$	378		
Short-term investments	 	—		 	166		 	177		 	—		 	343		
Receivables, net	 	—		 	—		 	2,672		 	—		 	2,672		
Fiduciary assets	 	—		 	—		 	10,894		 	—		 	10,894		
Intercompany receivables	 	125		 	3,581		 	9,681		 	(13,387	)	 	—		
Other current assets	 	2		 	207		 	536		 	(33	)	 	712		
Total Current Assets	 	127		 	6,184		 	24,610		 	(15,922	)	 	14,999		
Goodwill	 	—		 	—		 	8,548		 	—		 	8,548		
Intangible assets, net	 	—		 	—		 	2,410		 	—		 	2,410		
Fixed assets, net	 	—		 	—		 	754		 	—		 	754		
Intercompany receivables	 	7,374		 	577		 	121		 	(8,072	)	 	—		
Other non-current assets	 	181		 	701		 	1,589		 	(793	)	 	1,678		
Investment in subsidiary	 	4,121		 	15,391		 	1,868		 	(21,380	)	 	—		
TOTAL ASSETS	 	$	11,803		 	$	22,853		 	$	39,900		 	$	(46,167	)	 	$	28,389		
 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 		 	 		 	 		 	 		 	 		
 	 	 	 	 	 	 	 	 	 	 	
Fiduciary liabilities	 	$	—		 	$	—		 	$	10,894		 	$	—		 	$	10,894		
Short-term debt and current portion of long-term debt	 	109		 	846		 	11		 	—		 	966		
Accounts payable and accrued liabilities	 	2,597		 	31		 	1,265		 	(2,502	)	 	1,391		
Intercompany payables	 	246		 	9,382		 	3,759		 	(13,387	)	 	—		
Other current liabilities	 	—		 	49		 	849		 	(33	)	 	865		
Total Current Liabilities	 	2,952		 	10,308		 	16,778		 	(15,922	)	 	14,116		
Long-term debt	 	2,480		 	1,917		 	313		 	—		 	4,710		
Pension, other post-retirement and other post-employment liabilities	 	—		 	1,366		 	635		 	—		 	2,001		
Intercompany payables	 	—		 	7,287		 	785		 	(8,072	)	 	—		
Other non-current liabilities	 	6		 	107		 	1,811		 	(793	)	 	1,131		
TOTAL LIABILITIES	 	5,438		 	20,985		 	20,322		 	(24,787	)	 	21,958		
 	 	 	 	 	 	 	 	 	 	 	
TOTAL AON SHAREHOLDERS' EQUITY	 	6,365		 	1,868		 	19,512		 	(21,380	)	 	6,365		
Noncontrolling interests	 	—		 	—		 	66		 	—		 	66		
TOTAL EQUITY	 	6,365		 	1,868		 	19,578		 	(21,380	)	 	6,431		
 	 	 	 	 	 	 	 	 	 	 	
TOTAL LIABILITIES AND EQUITY	 	$	11,803		 	$	22,853		 	$	39,900		 	$	(46,167	)	 	$	28,389		

28

Condensed Consolidating Statement of Financial Position

																					
 	 	As of December 31, 2014	
 	 	 	 	 	 	Other	 	 	 	 	
 	 	Aon	 	Aon	 	Non-Guarantor	 	Consolidating	 	 	
(millions)	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
ASSETS	 	 		 	 		 	 		 	 		 	 		
 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—		 	$	2,727		 	$	1,361		 	$	(3,714	)	 	$	374		
Short-term investments	 	—		 	165		 	229		 	—		 	394		
Receivables, net	 	—		 	—		 	2,815		 	—		 	2,815		
Fiduciary assets	 	—		 	—		 	11,638		 	—		 	11,638		
Intercompany receivables	 	455		 	2,814		 	9,156		 	(12,425	)	 	—		
Other current assets	 	2		 	226		 	407		 	(33	)	 	602		
Total Current Assets	 	457		 	5,932		 	25,606		 	(16,172	)	 	15,823		
Goodwill	 	—		 	—		 	8,860		 	—		 	8,860		
Intangible assets, net	 	—		 	—		 	2,520		 	—		 	2,520		
Fixed assets, net	 	—		 	—		 	765		 	—		 	765		
Intercompany receivables	 	7,399		 	600		 	111		 	(8,110	)	 	—		
Other non-current assets	 	179		 	697		 	1,718		 	(790	)	 	1,804		
Investment in subsidiary	 	4,962		 	15,200		 	1,880		 	(22,042	)	 	—		
TOTAL ASSETS	 	$	12,997		 	$	22,429		 	$	41,460		 	$	(47,114	)	 	$	29,772		
 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 		 	 		 	 		 	 		 	 		
 	 	 	 	 	 	 	 	 	 	 	
Fiduciary liabilities	 	$	—		 	$	—		 	$	11,638		 	$	—		 	$	11,638		
Short-term debt and current portion of long-term debt	 	—		 	767		 	16		 	—		 	783		
Accounts payable and accrued liabilities	 	3,755		 	58		 	1,706		 	(3,714	)	 	1,805		
Intercompany payables	 	122		 	8,960		 	3,343		 	(12,425	)	 	—		
Other current liabilities	 	—		 	49		 	772		 	(33	)	 	788		
Total Current Liabilities	 	3,877		 	9,834		 	17,475		 	(16,172	)	 	15,014		
Long-term debt	 	2,544		 	1,917		 	338		 	—		 	4,799		
Pension, other post-retirement and other post-employment liabilities	 	—		 	1,396		 	745		 	—		 	2,141		
Intercompany payables	 	—		 	7,277		 	833		 	(8,110	)	 	—		
Other non-current liabilities	 	5		 	125		 	1,847		 	(790	)	 	1,187		
TOTAL LIABILITIES	 	6,426		 	20,549		 	21,238		 	(25,072	)	 	23,141		
 	 	 	 	 	 	 	 	 	 	 	
TOTAL AON SHAREHOLDERS' EQUITY	 	6,571		 	1,880		 	20,162		 	(22,042	)	 	6,571		
Noncontrolling interests	 	—		 	—		 	60		 	—		 	60		
TOTAL EQUITY	 	6,571		 	1,880		 	20,222		 	(22,042	)	 	6,631		
 	 	 	 	 	 	 	 	 	 	 	
TOTAL LIABILITIES AND EQUITY	 	$	12,997		 	$	22,429		 	$	41,460		 	$	(47,114	)	 	$	29,772		

29

Condensed Consolidating Statement of Cash Flows

																					
 	 	Three months ended March 31, 2015	
 	 	Aon	 	Aon	 	Other
Non-Guarantor	 	Consolidating	 	 	
(millions)	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 		 	 		 	 		 	 		 	 		
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	 	$	2		 	$	(188	)	 	$	322		 	$	—		 	$	136		
 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	
Sales of long-term investments	 	—		 	—		 	3		 	—		 	3		
Purchase of long-term investments	 	—		 	(1	)	 	—		 	—		 	(1	)	
Net sales of short-term investments - non-fiduciary	 	—		 	(1	)	 	43		 	—		 	42		
Acquisition of businesses, net of cash acquired	 	—		 	—		 	(21	)	 	—		 	(21	)	
Proceeds from sale of businesses	 	—		 	—		 	41		 	—		 	41		
Capital expenditures	 	—		 	—		 	(62	)	 	—		 	(62	)	
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	 	—		 	(2	)	 	4		 	—		 	2		
 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	
Share repurchase	 	(250	)	 	—		 	—		 	—		 	(250	)	
Advances from (to) affiliates	 	157		 	(385	)	 	(984	)	 	1,212		 	—		
Issuance of shares for employee benefit plans	 	48		 	—		 	—		 	—		 	48		
Issuance of debt	 	114		 	756		 	—		 	—		 	870		
Repayment of debt	 	—		 	(678	)	 	(8	)	 	—		 	(686	)	
Cash dividends to shareholders	 	(71	)	 	—		 	—		 	—		 	(71	)	
Purchase of shares from noncontrolling interests	 	—		 	—		 	(5	)	 	—		 	(5	)	
Dividends paid to noncontrolling interests	 	—		 	—		 	(1	)	 	—		 	(1	)	
Proceeds from sale-leaseback	 	—		 	—		 	—		 	—		 	—		
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	 	(2	)	 	(307	)	 	(998	)	 	1,212		 	(95	)	
 	 	 	 	 	 	 	 	 	 	 	
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	 	—		 	—		 	(39	)	 	—		 	(39	)	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	 	—		 	(497	)	 	(711	)	 	1,212		 	4		
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	 	—		 	2,727		 	1,361		 	(3,714	)	 	374		
CASH AND CASH EQUIVALENTS AT END OF PERIOD	 	$	—		 	$	2,230		 	$	650		 	$	(2,502	)	 	$	378		

30

Condensed Consolidating Statement of Cash Flows

																					
 	 	Three months ended March 31, 2014	
 	 	 	 	 	 	Other	 	 	 	 	
 	 	Aon	 	Aon	 	Non-Guarantor	 	Consolidating	 	 	
(millions) 	 	plc	 	Corporation	 	Subsidiaries	 	Adjustments	 	Consolidated	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 		 	 		 	 		 	 		 	 		
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	 	$	89		 	$	(123	)	 	$	23		 	$	—		 	$	(11	)	
 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	
Sales of long-term investments	 	—		 	37		 	5		 	—		 	42		
Purchase of long-term investments	 	—		 	(10	)	 	—		 	—		 	(10	)	
Net sales of short-term investments - non-fiduciary	 	—		 	62		 	121		 	—		 	183		
Acquisition of businesses, net of cash acquired	 	—		 	—		 	(5	)	 	—		 	(5	)	
Proceeds from sale of businesses	 	—		 	—		 	1		 	—		 	1		
Capital expenditures	 	—		 	—		 	(55	)	 	—		 	(55	)	
CASH PROVIDED BY INVESTING ACTIVITIES	 	—		 	89		 	67		 	—		 	156		
 	 	 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	
Share repurchase	 	(600	)	 	—		 	—		 	—		 	(600	)	
Advances from (to) affiliates	 	313		 	(206	)	 	65		 	(172	)	 	—		
Issuance of shares for employee benefit plans	 	26		 	—		 	—		 	—		 	26		
Issuance of debt	 	293		 	902		 	—		 	—		 	1,195		
Repayment of debt	 	(68	)	 	(755	)	 	(6	)	 	—		 	(829	)	
Cash dividends to shareholders	 	(53	)	 	—		 	—		 	—		 	(53	)	
Purchase of shares from noncontrolling interests	 	—		 	—		 	1		 	—		 	1		
CASH (USED FOR) PROVIDED BY
FINANCING ACTIVITIES	 	(89	)	 	(59	)	 	60		 	(172	)	 	(260	)	
 	 	 	 	 	 	 	 	 	 	 	
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	 	—		 	—		 	(24	)	 	—		 	(24	)	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	 	—		 	(93	)	 	126		 	(172	)	 	(139	)	
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	 	—		 	247		 	1,246		 	(1,016	)	 	477		
CASH AND CASH EQUIVALENTS AT END OF PERIOD	 	$	—		 	$	154		 	$	1,372		 	$	(1,188	)	 	$	338		

31

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
EXECUTIVE SUMMARY OF FIRST QUARTER 2015 FINANCIAL RESULTS
 
During the first quarter of 2015 , we continued to face certain headwinds that have adversely impacted our business in prior periods. In our Risk Solutions segment, these headwinds included adverse changes in foreign currency exchange rates, economic weakness in continental Europe and a negative market impact in our Reinsurance business. In our HR Solutions segment, these headwinds included price compression in our benefits administration business and economic weakness in continental Europe.
 
The following is a summary of our first three months of 2015 financial results:

•	For the first quarter of 2015 , revenue decreased $100 million , or 3% , to $2.8 billion compared to the prior year first quarter due primarily to a 7% unfavorable impact from foreign currency exchange rates, partially offset by organic revenue growth of 3% and revenue attributable to acquisitions of 1% . In Risk Solutions, revenue was driven by solid growth in Retail brokerage across both the Americas and International businesses, partially offset by a decline in Reinsurance revenue. The HR Solutions segment had solid growth across both the consulting and outsourcing businesses. Organic revenue growth was 3% in the Risk Solutions segment and 4% in the HR Solutions segment during the first three months of 2015 .	

•	Operating expenses for the first quarter of 2015 were $2.4 billion , a decrease of $72 million , or 3% , compared to the prior year first quarter. The decrease in the first quarter was primarily due to a $140 million favorable impact from foreign currency exchange rates and a $6 million decrease in intangible asset amortization, partially offset by an increase in expense associated with 3% organic revenue growth.	

•	Operating margin decreased to 15.5% in the first quarter 2015 from 15.9% in the first quarter 2014 . The decrease in operating margin from the prior year quarter is primarily related to a $50 million unfavorable impact from foreign currency exchange rates and an increase in expense to support future growth, partially offset by organic revenue growth of 3% , decreased intangible asset amortization costs, and expense discipline. Operating margin for Risk Solutions decreased 60 basis points from 22.3% in the first quarter 2014 to 21.7% in the first quarter 2015 , due primarily to a $48 million unfavorable impact from foreign currency exchange rates, partially offset by return on investments in the business and expense discipline. Operating margin for HR Solutions increased 90 basis points from 6.9% in the first quarter 2014 to 7.8% in the first quarter 2015 , due primarily to solid organic revenue growth and a reduction in intangible asset amortization, partially offset by an increase in expense to support future growth and a $5 million unfavorable impact from foreign currency exchange rates.	

•	Net income attributable to Aon shareholders increased $3 million , or 1% , to $328 million for the first quarter 2015 compared to the first quarter 2014 .	

•	Cash flow provided by operating activities was $136 million for the first three months of 2015 , an increase of $147 million from cash flow used for operating activities of $11 million in the first three months of 2014 , driven by a decline in pension contributions, working capital improvements, and a decline in cash paid for taxes and restructuring.	

We focus on four key non-GAAP metrics that we communicate to shareholders: grow organically, expand adjusted operating margins, increase adjusted diluted earnings per share, and increase free cash flow.  The following is our measure of performance against these four metrics for the first three months of 2015 :

•	Organic revenue growth, a non-GAAP measure as defined under the caption "Review of Consolidated Results — Organic Revenue," was 3% in the first quarter of 2015 , compared to organic revenue growth of 2% in the prior year first quarter. In Risk Solutions, organic revenue growth was driven by solid growth in Retail brokerage across both the Americas and International businesses, partially offset by a decline in Reinsurance organic revenue. HR Solutions had solid organic growth across both the consulting and outsourcing businesses.	

•	Adjusted operating margin, a non-GAAP measure as defined under the caption "Review of Consolidated Results — Adjusted Operating Margin," for the first quarter 2015 was 18.3% for Aon overall, 23.2% for the Risk Solutions segment, and 13.2% for the HR Solutions segment.  Adjusted operating margin was 18.8% for Aon overall, 23.6% for the Risk Solutions segment, and 13.3% for the HR Solutions segment for the first quarter 2014 . The decrease in adjusted operating margin for the Risk Solutions segment primarily reflects a $50 million unfavorable impact from foreign currency exchange rates, partially offset by organic revenue growth, return on investments, and expense	

32

discipline. The decrease in adjusted operating margin for the HR Solutions segment primarily reflects an increase in expense to support future growth and a $6 million unfavorable impact from foreign currency exchange rates, partially offset by organic revenue growth and expense discipline.

•	Adjusted diluted earnings per share from net income attributable to Aon's shareholders, a non-GAAP measure as defined under the caption "Review of Consolidated Results — Adjusted Diluted Earnings per Share," was $1.37 per share in the first quarter of 2015 , compared to $1.28 per share in the first quarter of 2014 .	

•	Free cash flow, a non-GAAP measure as defined under the caption "Review of Consolidated Results — Free Cash Flow," increased $140 million from the prior year period to $74 million for the three months ended March 31, 2015 driven by an increase in cash flow from operations partially offset by an increase of $7 million in capital expenditures from the prior year period.	

REVIEW OF CONSOLIDATED RESULTS
 
General
 
In our discussion of operating results, we sometimes refer to certain non-GAAP supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, free cash flow, and the impact of foreign exchange rate fluctuations on operating results.
 
Organic Revenue
 
We use supplemental information related to organic revenue to help us and our investors evaluate business growth from existing operations.  Organic revenue is a non-GAAP measure and excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, reimbursable expenses, and certain unusual items.  Supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements and Notes thereto.  Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.  Reconciliations of this non-GAAP measure, organic revenue growth percentages, to the reported Commissions, fees and other revenue growth percentages, have been provided under the "Review by Segment" caption below.
 
Adjusted Operating Margin
 
We use adjusted operating margin as a non-GAAP measure of core operating performance of our Risk Solutions and HR Solutions segments.  Adjusted operating margin excludes the impact of certain items, including intangible asset amortization, because management does not believe these expenses reflect our core operating performance. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements and Notes thereto.

 A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions):

												
 	Three months ended March 31, 2015	
 	Total Aon (1)	 	Risk Solutions	 	HR Solutions	
Revenue — U.S. GAAP	$	2,847		 	$	1,895		 	$	970		
Operating income — U.S. GAAP	$	441		 	$	412		 	$	76		
Intangible asset amortization	80		 	28		 	52		
Operating income — as adjusted	$	521		 	$	440		 	$	128		
Operating margins — U.S. GAAP	15.5	%	 	21.7	%	 	7.8	%	
Operating margins — as adjusted	18.3	%	 	23.2	%	 	13.2	%	

33

	
												
 	Three months ended March 31, 2014	
 	Total Aon (1)	 	Risk Solutions	 	HR Solutions	
Revenue — U.S. GAAP	$	2,947		 	$	1,994		 	$	965		
Operating income — U.S. GAAP	$	469		 	$	445		 	$	67		
Intangible asset amortization	86		 	25		 	61		
Operating income — as adjusted	$	555		 	$	470		 	$	128		
Operating margins — U.S. GAAP	15.9	%	 	22.3	%	 	6.9	%	
Operating margins — as adjusted	18.8	%	 	23.6	%	 	13.3	%	
 	 	 	 	 	 	
(1) Includes unallocated expenses and the elimination of inter-segment revenue.	

Adjusted Diluted Earnings per Share
 
We also use adjusted diluted earnings per share as a non-GAAP measure of our core operating performance. Adjusted diluted earnings per share excludes the impact of intangible asset amortization, along with related income taxes, because management does not believe these expenses are representative of our core earnings. This supplemental information related to adjusted diluted earnings per share represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements and Notes thereto.

Reconciliations of this non-GAAP measure to the reported diluted earnings per share are as follows (in millions, except per share data): 

												
 	Three months ended March 31, 2015	
 	U.S. GAAP	 	Adjustments	 	As Adjusted	
Operating income	$	441		 	$	80		 	$	521		
Interest income	3		 	—		 	3		
Interest expense	(65	)	 	—		 	(65	)	
Other income	42		 	—		 	42		
Income before income taxes	421		 	80		 	501		
Income taxes	80		 	16		 	96		
Net income	341		 	64		 	405		
Less: Net income attributable to noncontrolling interests	13		 	—		 	13		
Net income attributable to Aon shareholders	$	328		 	$	64		 	$	392		
Diluted earnings per share	$	1.14		 	$	0.23		 	$	1.37		
Weighted average ordinary shares outstanding — diluted	287.1		 	—		 	287.1		

												
 	Three months ended March 31, 2014	
 	U.S. GAAP	 	Adjustments	 	As Adjusted	
Operating income	$	469		 	$	86		 	$	555		
Interest income	2		 	—		 	2		
Interest expense	(58	)	 	—		 	(58	)	
Other income	1		 	—		 	1		
Income before income taxes	414		 	86		 	500		
Income taxes	78		 	17		 	95		
Net income	336		 	69		 	405		
Less: Net income attributable to noncontrolling interests	11		 	—		 	11		
Net income attributable to Aon shareholders	$	325		 	$	69		 	$	394		
Diluted earnings per share	$	1.06		 	$	0.22		 	$	1.28		
Weighted average ordinary shares outstanding — diluted	307.2		 	—		 	307.2		

34

Free Cash Flow

We use free cash flow, defined as cash flow provided by operations minus capital expenditures, as a non-GAAP measure of our core operating performance. This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements and Notes thereto. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures.

A reconciliation of this non-GAAP measure to cash flow provided by operations is as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Cash flow provided by operations - U.S. GAAP	$	136		 	$	(11	)	
Less: Capital expenditures	(62	)	 	(55	)	
Free cash flow	$	74		 	$	(66	)	

Impact of Foreign Exchange Rate Fluctuations
 
Because we conduct business in more than 120 countries, foreign exchange rate fluctuations have a significant impact on our business.  Foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income.  Therefore, to give financial statement users meaningful information about our operations, we have provided an illustration of the impact of foreign currency exchange rates on our financial results.  The methodology used to calculate this impact isolates the impact of the change in currencies between periods by translating last year's revenue, expenses and net income, using current year's foreign exchange rates.  Using this illustrative methodology, currency fluctuations had an unfavorable impact of $0.15 and no impact during the three months ended March 31, 2015 and 2014 , respectively, on adjusted net income per diluted share, when we translate prior year quarter results at current quarter foreign exchange rates. These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in the Condensed Consolidated Financial Statements.
 
Summary of Results
 
Our consolidated results of operations follow (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Revenue:	 	 	 	
Commissions, fees and other	$	2,842		 	$	2,941		
Fiduciary investment income	5		 	6		
Total revenue	2,847		 	2,947		
Expenses:	 	 	 	
Compensation and benefits	1,683		 	1,751		
Other general expenses	723		 	727		
Total operating expenses	2,406		 	2,478		
Operating income	441		 	469		
Interest income	3		 	2		
Interest expense	(65	)	 	(58	)	
Other income	42		 	1		
Income before income taxes	421		 	414		
Income taxes	80		 	78		
Net income	341		 	336		
Less: Net income attributable to noncontrolling interests	13		 	11		
Net income attributable to Aon shareholders	$	328		 	$	325		

35

Revenue
 
Revenue decreased by $100 million , or 3% , in the first quarter 2015 compared to the first quarter 2014 .  The decrease consists of a $99 million , or 5% , decrease in the Risk Solutions segment and a $5 million , or 1% , increase in the HR Solutions segment. The results of the Risk Solutions segment reflect an 8% unfavorable impact from foreign currency exchange rates, partially offset by 3% organic growth in commissions and fees. Organic revenue growth in the HR Solutions segment for the quarter was 4% , partially offset by a 3% unfavorable impact from foreign currency exchange rates.

Compensation and Benefits
 
Compensation and benefits decreased $68 million , or 4% , compared to the first quarter 2014 . The decrease was primarily driven by a $103 million favorable impact from foreign currency exchange rates, partially offset by an increase in expense associated with 3% organic revenue growth and to support future growth.
 
Other General Expenses
 
Other general expenses decreased $4 million , or 1% , compared to the first quarter 2014 . The decrease was due primarily to a $37 million favorable impact from foreign currency exchange rates, partially offset by an increase in expense associated with 3% organic revenue growth.

Interest Income
 
Interest income represents income earned on operating cash balances and other income-producing investments.  It does not include interest earned on funds held on behalf of clients.  During the first quarter 2015 , Interest income increased $1 million to $3 million compared to the first quarter 2014 .

Interest Expense
 
Interest expense, which represents the cost of our worldwide debt obligations, increased $7 million compared to the first quarter of 2014 . The increase in interest expense primarily reflects an increase in the total debt outstanding.
 
Other Income
 
Other income was $42 million for the first quarter of 2015 , compared to $1 million for the first quarter of 2014 .  The first quarter 2015 includes a $24 million gain on foreign currency remeasurement, a $19 million net gain on disposal of certain businesses and equity earnings of $2 million , partially offset by a $2 million loss on investments and a $1 million loss from derivatives. The first quarter 2014 includes a $19 million gain on foreign currency remeasurement and equity earnings of $5 million , partially offset by a $23 million loss from derivatives.

Income before Income Taxes
 
Income before income taxes for the first quarter was $421 million , a 2% increase from $414 million in 2014 .  The increase in income was driven by the 3% increase in organic growth for the three months ended March 31, 2015 , return on investments, and expense discipline.
 
Income Taxes
 
The effective tax rate on net income was 19.1% and 18.9% for the quarters ended March 31, 2015 and 2014 , respectively.

Net Income Attributable to Aon Shareholders
 
Net income attributable to Aon shareholders for the first quarter increased to $328 million , or $1.14 diluted net income per share, from $325 million , or $1.06 diluted net income per share, in 2014 .

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LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

We believe that our balance sheet and strong cash flow provide us with adequate liquidity.  Our primary sources of liquidity are cash flow from operations, available cash reserves and debt capacity available under various credit facilities.  Our primary uses of liquidity are operating expenses, capital expenditures, acquisitions, share repurchases, restructuring initiatives, pension obligations and shareholder dividends. We believe that cash flows from operations and available credit facilities will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, cash restructuring costs, and anticipated working capital requirements, for the foreseeable future.

Cash on our balance sheet includes funds available for general corporate purposes, as well as amounts restricted as to their use.  Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in the Condensed Consolidated Statement of Financial Position, with a corresponding amount in Fiduciary liabilities. Fiduciary funds generally cannot be used for general corporate purposes, and are not a source of liquidity for us.

Operating Activities
 
Net cash provided by operating activities during the three months ended March 31, 2015 was $136 million compared to net cash used for operating activities during the three months ended March 31, 2014 of $11 million , an increase of $147 million . The increase from the prior year period was primarily driven by organic growth, a reduction in pension contributions of $62 million , working capital improvements, and a decline in restructuring payments of $27 million from the prior year period.

The primary sources of the cash from operating activities during the three months ended March 31, 2015 were net income, adjusted for non-cash items, of $555 million and a decrease in accounts receivable of $49 million , partially offset by a decrease in accounts payable and accrued liabilities of $466 million , pension contributions, net of expense, of $66 million and a decrease in restructuring reserves of $13 million . Pension contributions, net of expenses, were $66 million and $128 million for the three months ended March 31, 2015 and 2014 , respectively. For the remainder of 2015 , we expect to contribute approximately $163 million to our pension plans, with the majority attributable to non-U.S. pension plans, which are subject to changes in foreign exchange rates.
 
We expect cash generated by operations for 2015 to be sufficient to service our debt and contractual obligations, fund the cash requirements of our restructuring programs, finance capital expenditures, continue purchases of shares under our share repurchase program, and continue to pay dividends to our shareholders.  Although cash from operations is expected to be sufficient to service these activities, we have the ability to borrow under our credit facilities to accommodate any timing differences in cash flows.  We have committed credit facilities of approximately $1.3 billion , of which all was available at March 31, 2015 , and can access these facilities on a same day or next day basis.  Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.
 
Investing Activities
 
Cash flow provided by investing activities was $2 million during the three months ended March 31, 2015 . The primary drivers of the cash flow provided by investing activities were net sales of short-term investments of $42 million , sale of businesses of $41 million , and $2 million for net sales of long-term investments partially offset by $62 million for capital expenditures and $21 million for acquisitions of businesses, net of cash acquired. The cash flows provided by the net sales of long-term investments represent the cash proceeds generated from net sales of long-term investments where the corresponding gains and losses are recognized in Other income in the Condensed Consolidated Statements of Income.
 
Cash flow provided by investing activities was $156 million during the three months ended March 31, 2014 . The primary drivers of the cash flow provided by investing activities were net sales of short-term investments of $183 million and $32 million for net sales of long-term investments, partially offset by $55 million for capital expenditures.

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Financing Activities
 
Cash flow used for financing activities during the three months ended March 31, 2015 was $95 million . The primary drivers of the cash flow used for financing activities were share repurchases of $250 million and dividends paid to shareholders of $71 million , partially offset by issuances of debt, net of repayments , of $184 million and proceeds from the exercise of share options and issuance of shares purchased through the Company's employee stock purchase plan of $48 million .
 
Cash flow used for financing activities during the three months ended March 31, 2014 was $260 million . The primary drivers of cash flow used for financing activities were share repurchases of $600 million and dividends paid to shareholders of $53 million , partially offset by issuances of debt, net of repayments , of $366 million and proceeds from the exercise of share options and issuance of shares purchased through the Company's employee stock purchase plan of $26 million .
 
As a U.K. incorporated company, we are required under U.K. law to have available "distributable reserves" to make share repurchases or pay dividends to shareholders. Distributable reserves may be created through the earnings of the U.K. parent company. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). As of March 31, 2015 and December 31, 2014 , we had distributable reserves in excess of $3.6 billion and $4.0 billion , respectively. We believe that we will have sufficient distributable reserves to fund shareholder dividends if and to the extent declared for the foreseeable future.
 
Cash and Investments
 
At March 31, 2015 , our cash and cash equivalents and short-term investments were $721 million , a decrease of $47 million from December 31, 2014 , primarily related to share repurchases of $250 million and dividends of $71 million , partially offset by the net issuances of debt of $184 million .  Of the total balance as of March 31, 2015 , $127 million was restricted as to its use, which was comprised of $60 million of operating funds in the U.K., as required by the Financial Conduct Authority, and $67 million held as collateral for various business purposes.  At March 31, 2015 , $2.5 billion of cash and cash equivalents and short-term investments were held in the U.S. and overdrawn cash and cash equivalents and short-term investments of $1.8 billion were held in other countries. We maintain a multicurrency cash pool with a third party bank in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall balance does not fall below zero. At March 31, 2015 , non-U.S. cash balances of one or more entities were negative; however, the overall balance was positive.

Of the total balance of cash and cash equivalents and short-term investments as of December 31, 2014 , $169 million was restricted as to its use, which was comprised of $63 million of operating funds in the U.K., as required by the Financial Conduct Authority, and $106 million held as collateral for various business purposes. At December 31, 2014 , $3.5 billion of cash and cash equivalents and short-term investments were held in the U.S. and $2.7 billion was held in other countries.
 
In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriter.  We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds.  Unremitted insurance premiums and claims are held by us in a fiduciary capacity.  In addition, some of our outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf.  The levels of fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the premiums, claims and refunds, make payments to underwriters and insureds, collect funds from clients and make payments on their behalf, and foreign currency movements.  Fiduciary assets, because of their nature, are generally invested in very liquid securities with highly-rated, credit-worthy financial institutions.  In our Condensed Consolidated Statements of Financial Position, the amounts we report for Fiduciary assets and Fiduciary liabilities are equal.  Our Fiduciary assets included cash and investments of $3.8 billion and $4.0 billion and fiduciary receivables of $7.1 billion and $7.7 billion at March 31, 2015 and December 31, 2014 , respectively.  While we earn investment income on the fiduciary assets held in cash and investments, the cash and investments are not owned by us, and cannot be used for general corporate purposes.

As disclosed in Note 13 "Fair Value Measurements and Financial Instruments" of the Notes to the Condensed Consolidated Financial Statements, the majority of our investments carried at fair value are money market funds.  Money market funds are carried at cost as an approximation of fair value.  Consistent with market convention, we consider cost a practical and expedient measure of fair value.  These money market funds are held throughout the world with various financial institutions.  We are not aware of any market liquidity issues that would materially impact the fair value of these investments.
 
At March 31, 2015 , our investments in money market funds and highly liquid debt instruments had a fair value of $1.8 billion and are reported as Short-term investments or Fiduciary assets in the Condensed Consolidated Statements of Financial Position depending on their nature and initial maturity.

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The following table summarizes our Fiduciary assets and non-fiduciary Cash and cash equivalents, and Short-term investments at March 31, 2015 (in millions):

																	
 	 	Statement of Financial Position Classification	 	 	
Asset Type	 	Cash and Cash
Equivalents	 	Short-term
Investments	 	Fiduciary
Assets	 	Total	
Certificates of deposit, bank deposits or time deposits	 	$	378		 	$	—		 	$	2,312		 	$	2,690		
Money market funds	 	—		 	343		 	1,444		 	1,787		
Highly liquid debt instruments	 	—		 	—		 	—		 	—		
Other investments due within one year	 	—		 	—		 	—		 	—		
Cash and investments	 	378		 	343		 	3,756		 	4,477		
Fiduciary receivables	 	—		 	—		 	7,138		 	7,138		
Total	 	$	378		 	$	343		 	$	10,894		 	$	11,615		
 
Share Repurchase Program
 
In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased ("2012 Share Repurchase Program"). In November 2014, our Board of Directors authorized a new $5.0 billion share repurchase program in addition to the existing program ("2014 Share Repurchase Program"). Under each 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.

In the first quarter of 2015 , we repurchased 2.5 million shares at an average price per share of $100.15 for a total cost of $250 million . In the first quarter of 2014 , we repurchased 7.2 million shares at an average price per share of $83.45 for a total cost of $600 million . Since the inception of the 2012 Share Repurchase Program, we repurchased a total of 64.6 million shares for an aggregate cost of $4.6 billion . The remaining authorized amount for share repurchase under our share repurchase programs is approximately $5.4 billion .
 
For information regarding share repurchases made during the first quarter of 2015 , see Part II, Item 2 — "Unregistered Sales of Equity Securities and Use of Proceeds" below.

Borrowings
 
Total debt at March 31, 2015 was $5.7 billion , which represents an increase of $94 million compared to December 31, 2014 . This increase is primarily due to an increase in commercial paper outstanding of $187 million compared to December 31, 2014 , partially offset by foreign currency translation adjustment. Commercial paper activity during the three months ended March 31, 2015 included total issuances of $865 million compared to $1.2 billion for the three months ended March 31, 2014 . The proceeds of the commercial paper issuances were used primarily for short-term working capital needs.

Our total debt as a percentage of total capital attributable to Aon shareholders was 47.1% and 45.9% at March 31, 2015 and December 31, 2014 , respectively.
 
Credit Facilities
 
As of December 31, 2014, we had two primary committed credit facilities outstanding: our $400 million U.S. credit facility expiring in March 2017, which we refer to as our "2017 Facility," and our €650 million ( $792 million based on exchange rates at December 31, 2014) European credit facility expiring in October 2015, which we refer to as our "2015 Facility."  On February 2, 2015, we replaced our 2015 Facility with a new $900 million multi-currency U.S. credit facility expiring in February 2020, which we refer to as our "2020 Facility."  Each of these facilities was intended to support our commercial paper obligations and our general working capital needs.  In addition, each of these facilities included customary representations, warranties and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly.  At March 31, 2015 , we had no borrowings under, and were in compliance with these financial covenants and all other covenants contained in, the 2015 Facility and 2017 Facility during the three months ended March 31, 2015 .

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Shelf Registration Statement

On August 31, 2012, we filed a shelf registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt securities, preference shares, Class A Ordinary Shares and convertible securities. Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions and other factors.

Rating Agency Ratings
 
The major rating agencies' ratings of our debt at May 1, 2015 appear in the table below. 

						
 	Ratings	 	 	
 	Senior Long-term Debt	 	Commercial Paper	 	Outlook	
Standard & Poor's	A-	 	A-2	 	Stable	
Moody's Investor Services	Baa2	 	P-2	 	Stable	
Fitch, Inc.	BBB+	 	F-2	 	Stable	
 
A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, increase our commercial paper interest rates or possibly restrict our access to the commercial paper market altogether, and/or impact future pension contribution requirements.
 
Letters of Credit and Other Guarantees
 
We had total letters of credit ("LOCs") outstanding of approximately $68 million at March 31, 2015 , compared to $95 million at December 31, 2014 . These letters of credit cover the beneficiaries related to certain of our U.S. and Canadian non-qualified pension plan schemes and secure deductible retentions for our own workers compensation program. We also have issued LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.
 
We have certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $77 million at March 31, 2015 compared to $112 million at December 31, 2014 .
 
We have provided commitments to fund certain limited partnerships in which we have 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 $12 million and $14 million at March 31, 2015 and December 31, 2014 , respectively.  During the three months ended March 31, 2015 , we funded $2 million of these commitments.

Other Liquidity Matters

We do not have exposure related to off balance sheet arrangements. Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. See "Information Concerning Forward-Looking Statements" below.
 
Financial Condition
 
At March 31, 2015 , our net assets were $6.4 billion , representing total assets minus total liabilities, a decrease from $6.6 billion at December 31, 2014 . The decrease was due primarily to share repurchases of $250 million , dividends of $71 million , and an increase in Accumulated other comprehensive loss of $293 million related primarily to foreign currency translation adjustment and post-retirement benefit obligation, partially offset by Net income of $341 million for the three months ended March 31, 2015 .  Working capital increased by $74 million to $883 million from December 31, 2014 .
 
Equity
 
Equity at March 31, 2015 was $6.4 billion , a decrease of $200 million from December 31, 2014 .  The decrease resulted primarily from share repurchases of $250 million , $71 million of dividends to shareholders, and an increase in Accumulated other comprehensive loss of $293 million , partially offset by Net income of $341 million .

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The $293 million increase in Accumulated other comprehensive loss from December 31, 2014 primarily reflects the following:

•	negative net foreign currency translation adjustments of $321 million , which are attributable to the strengthening of the U.S. dollar against certain foreign currencies,	
		
•	a decrease of $23 million in net post-retirement benefit obligations,	
		
•	net derivative gains of $6 million , and	
		
•	net investment losses of $1 million .	

REVIEW BY SEGMENT
 
General
 
We serve clients through the following segments:

•	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 our 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.	
 
Risk Solutions

								
 	Three months ended March 31,	
(millions, except percentage data)	2015	 	2014	
Revenue	$	1,895		 	$	1,994		
Operating income	412		 	445		
Operating margin	21.7	%	 	22.3	%	
 
The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our brokerage business. The economic activity that impacts property and casualty insurance is described as exposure units, and is most closely correlated with employment levels, corporate revenue and asset values.  During the first three months of 2015 , pricing was flat on average globally, and we would still consider this to be a "soft market."  In a soft market, premium rates flatten or decrease, along with commission revenues, due to increased competition for market share among insurance carriers or increased underwriting capacity.  Changes in premiums have a direct and potentially material impact on the insurance brokerage industry, as commission revenues are generally based on a percentage of the premiums paid by insureds.
 
Additionally, continuing into the first quarter of 2015 , we faced difficult conditions as a result of continued weakness in the global economy, the repricing of credit risk and the deterioration of the financial markets.  Weak economic conditions in many markets around the globe have reduced our customers' demand for our retail brokerage and reinsurance brokerage products, which have had a negative impact on our operational results.
 
Risk Solutions generated approximately 67% of our consolidated total revenues in the first quarter of 2015 .  Revenues are generated primarily through fees paid by clients, commissions and fees paid by insurance and reinsurance companies, and investment income on funds held on behalf of clients.  Our revenues vary from quarter to quarter throughout the year as a result of the timing of our clients' policy renewals, the net effect of new and lost business, the timing of services provided to our clients, and the income we earn on investments, which is heavily influenced by short-term interest rates.
 
We operate in a highly competitive industry and compete with many retail insurance brokerage and agency firms, as well as with individual brokers, agents, and direct writers of insurance coverage.  Specifically, we address the highly specialized product development and risk management needs of commercial enterprises, professional groups, insurance companies, governments, health care providers, and non-profit groups, among others; provide affinity products for professional liability, life, disability income, and personal lines for individuals, associations, and businesses; provide products and services via GRIP Solutions; provide reinsurance services to insurance and reinsurance companies and other risk assumption entities by acting as brokers or intermediaries on all classes of reinsurance; provide capital management transaction and advisory products and

41

services, including mergers and acquisitions and other financial advisory services, capital raising, contingent capital financing, insurance-linked securitizations and derivative applications; provide managing underwriting to independent agents and brokers as well as corporate clients; provide risk consulting, actuarial, loss prevention, and administrative services to businesses and consumers; and manage captive insurance companies.

Revenue
 
Commissions, fees and other revenue for Risk Solutions were as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Retail brokerage:	 	 	 	
Americas	$	713		 	$	698		
International (1)	800		 	881		
Total retail brokerage	1,513		 	1,579		
Reinsurance brokerage	377		 	409		
Total	$	1,890		 	$	1,988		
  ______________________________________________
(1) Includes the U.K., Europe, Middle East, Africa and Asia Pacific.
 
During the first three months of 2015 , Commissions, fees and other revenue decreased $98 million , or 5% , as compared to the first three months of 2014 due to an 8% unfavorable impact from foreign currency exchange rates, partially offset by 3% organic revenue growth.
 
Reconciliation of organic revenue growth to reported commissions, fees and other revenue growth for 2015 versus 2014 is as follows:

													
Three months ended March 31, 2015	 	Percent Change	 	Less: Currency Impact	 	Less: Acquisitions, Divestitures & Other	 	Organic Revenue	
Retail brokerage:	 	 		 	 		 	 		 	 		
Americas	 	2	 %	 	(3	)%	 	1	 %	 	4	 %	
International (1)	 	(9	)	 	(13	)	 	1		 	3		
Total retail brokerage	 	(4	)	 	(9	)	 	1		 	4		
Reinsurance brokerage	 	(8	)	 	(6	)	 	(1	)	 	(1	)	
Total	 	(5	)%	 	(8	)%	 	—	 %	 	3	 %	
  ______________________________________________
(1) Includes the U.K., Europe, Middle East, Africa and Asia Pacific.

Retail brokerage Commissions, fees and other revenue decreased 4% in the first quarter driven by a 9% unfavorable impact from foreign currency exchange rates, partially offset by 4% organic revenue growth in the Americas, 3% organic revenue growth in International operations, and a 1% increase related to acquisitions, net of dispositions.
 
Americas Commissions, fees and other revenue increased 2% in the first quarter reflecting 4% growth in organic revenue and a 1% increase related to acquisitions, net of dispositions, partially offset by a 3% unfavorable impact from foreign currency exchange rates. Organic revenue growth was driven by solid management of the renewal book portfolio in US Retail, as well as double-digit new business growth in Latin America and Canada.
 
International Commissions, fees and other revenue decreased 9% in the first quarter driven by a 13% unfavorable impact from foreign currency exchange rates, partially offset by a 3% increase in organic revenue growth and a 1% favorable impact from acquisitions, net of divestitures. Organic growth of 3% was driven by solid growth across Asia and emerging markets, as well as solid new business generation in continental Europe.
 
Reinsurance brokerage Commissions, fees and other revenue decreased 8% in the first quarter driven by a 6% unfavorable impact from foreign currency exchange rates, a 1% decrease related to acquisitions, net of dispositions, and a 1% decline in organic revenue growth. The decline in organic revenue growth was driven by an unfavorable market impact globally, most notably in the Americas, and a modest decline in capital markets transactions, partially offset by record levels of new business in treaty placements, as well as modest growth in facultative placements.

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Operating Income
 
Operating income for the first quarter 2015 decreased $33 million , or 7% , from 2014 to $412 million in 2015 , and operating income margins decreased to 21.7% from 22.3% in 2014 .  The decrease was driven by a $48 million, or 70 basis point, unfavorable impact from foreign currency exchange rates, partially offset by 3% organic revenue growth, return on investments, and expense discipline.
 
HR Solutions

								
 	Three months ended March 31,	
(millions, except percentage data)	2015	 	2014	
Revenue	$	970		 	$	965		
Operating income	76		 	67		
Operating margin	7.8	%	 	6.9	%	
 
Our HR Solutions segment generated approximately 33% of our consolidated total revenues in the first quarter of 2015 and provides a broad range of human capital services, as follows:

·	Retirement specializes in global actuarial services, defined contribution consulting, tax and ERISA consulting, and pension administration.	
		
·	Compensation focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies and sales force effectiveness, with special expertise in the financial services and technology industries.	
		
·	Strategic Human Capital delivers advice to complex global organizations on talent, change and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training and change management.	
		
·	Investment consulting advises public and private companies, other institutions and trustees on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans, endowments and foundations.	
		
·	Benefits Administration applies our human resource expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services. Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.	
		
·	Exchanges is building and operating healthcare exchanges that provide employers with a cost effective alternative to traditional employee and retiree healthcare, while helping individuals select the insurance that best meets their needs.	
		
·	Human Resource Business Processing Outsourcing provides market-leading solutions to manage employee data; administers benefits, payroll and other human resources processes; and records and manages talent, workforce and other core human resource process transactions as well as other complementary services such as flexible spending, dependent audit and participant advocacy.	
 
Disruption in the global credit markets and the deterioration of the financial markets created significant uncertainty in the marketplace.  Weak economic conditions in many markets around the globe continued into the first quarter of 2015 and have adversely impacted our clients' financial condition and therefore the levels of business activities in the industries and geographies where we operate.  While we believe that the majority of our practices are well positioned to manage through this time, these challenges are reducing demand for some of our services and putting continued pressure on the pricing of those services, which is having an adverse effect on our new business and results of operations.

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Revenue
 
Commissions, fees and other revenue were as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Consulting services	$	371		 	$	384		
Outsourcing	604		 	589		
Intersegment	(5	)	 	(8	)	
Total	$	970		 	$	965		

Commissions, fees and other revenue for HR Solutions increased $5 million , or 1% , in the first quarter 2015 compared to the first quarter 2014 . The increase in revenue was driven by 4% organic growth in commissions and fees partially offset by 3% unfavorable impact from foreign exchange rates.
 
Reconciliation of organic revenue growth to reported commissions, fees and other revenue growth for 2015 versus 2014 is as follows:

													
Three months ended March 31, 2015	 	Percent Change	 	Less: Currency Impact	 	Less: Acquisitions, Divestitures & Other	 	Organic Revenue	
Consulting services	 	(3	)%	 	(6	)%	 	1	%	 	2	%	
Outsourcing	 	3		 	(1	)	 	—		 	4		
Total	 	1	 %	 	(3	)%	 	—	%	 	4	%	

Consulting services revenue decreased $13 million , or 3% , for the first quarter due primarily to a 6% unfavorable impact from foreign currency exchange rates, partially offset by 2% organic revenue growth and an increase of 1% from acquisitions, net of divestitures. Organic revenue growth was driven by solid growth in US retirement, primarily in investment consulting, partially offset by a decline in retirement solutions in continental Europe.
 
Outsourcing revenue increased $15 million , or 3% , for the first quarter due to 4% organic revenue growth driven by follow-on enrollments and additional off-cycle wins on the retiree exchange, as well as solid growth in cloud-based HR BPO solutions, partially offset by a 1% unfavorable impact from foreign currency exchange rates.

Operating Income
 
Operating income was $76 million , an increase of $9 million , or 13% , from the first quarter of 2014 . The increase was primarily due to solid organic revenue growth and expense discipline, partially offset by an increase in expense to support future growth, and a $5 million unfavorable impact from foreign currency exchange rates. Operating margin for the HR Solutions segment was 7.8% in the first quarter, an increase from 6.9% in 2014 .
 
Unallocated Income and Expense
 
A reconciliation of our operating income to income before income taxes is as follows (in millions):

								
 	Three months ended March 31,	
 	2015	 	2014	
Operating income (loss):	 	 	 	
Risk Solutions	$	412		 	$	445		
HR Solutions	76		 	67		
Unallocated	(47	)	 	(43	)	
Operating income	441		 	469		
Interest income	3		 	2		
Interest expense	(65	)	 	(58	)	
Other income	42		 	1		
Income before income taxes	$	421		 	$	414		

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Unallocated operating expense
 
Unallocated operating expense includes corporate governance costs not allocated to the operating segments.  Net unallocated expenses increased $4 million to $47 million in the first quarter 2015 .
 
Interest income
 
Interest income represents income earned on operating cash balances and other income-producing investments.  It does not include interest earned on funds held on behalf of clients.  During the first quarter 2015 , Interest income increased $1 million to $3 million compared to the first quarter 2014 .

Interest expense
 
Interest expense, which represents the cost of our worldwide debt obligations, increased $7 million compared to the first quarter 2014 . The increase in interest expense primarily reflects an increase in the total debt outstanding.
  
Other income

Other income was $42 million for the first quarter of 2015 , compared to $1 million for the first quarter of 2014 .  The first quarter 2015 includes a $24 million gain on foreign currency remeasurement, a $19 million net gain on disposal of certain businesses and equity earnings of $2 million , partially offset by a $2 million loss on investments and a $1 million loss from derivatives. The first quarter 2014 includes a $19 million gain on foreign currency remeasurement and equity earnings of $5 million , partially offset by a $23 million loss from derivatives.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
There have been no changes in our critical accounting policies, which include revenue recognition, pensions, goodwill and other intangible assets, contingencies, share-based payments, and income taxes, as discussed in our 2014 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS
 
Note 2 "Accounting Principles and Practices" of the Notes to the Condensed Consolidated Financial Statements contains a discussion of recently issued accounting pronouncements and their impact or future potential impact on our financial results, if determinable.
 
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
 
This report and in reports we subsequently file or furnish and have previously filed or furnished with the SEC contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements relate to expectations or forecasts of future events.  They use words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "intend," "plan," "potential," and other similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would."  You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.  For example, we may use forward-looking statements when addressing topics such as:  market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; expected effective tax rate; future actions by regulators; and the impact of changes in accounting rules.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the SEC, that could impact results include:
		
•	general economic and political conditions in different countries in which we do business around the world;	
		
•	changes in the competitive environment;	

45

		
•	fluctuations in exchange and interest rates that could influence revenue and expense;	
		
•	changes in global equity and fixed income markets that could affect the return on invested assets;	
		
•	changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;	
		
•	the level of our debt limiting financial flexibility;	
		
•	rating agency actions that could affect our ability to borrow funds;	
		
•	the effect of the change in global headquarters and jurisdiction of incorporation, including differences in the anticipated benefits;	
		
•	changes in estimates or assumptions on our financial statements;	
		
•	limits on our subsidiaries to make dividend and other payments to us;	
		
•	the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against us;	
		
•	the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;	
		
•	the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries;	
		
•	the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes;	
		
•	failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;	
		
•	the effects of English law on our operating flexibility and the enforcement of judgments against us;	
		
•	the failure to retain and attract qualified personnel;	
		
•	international risks associated with our global operations;	
		
•	the effect of natural or man-made disasters;	
		
•	the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data;	
		
•	our ability to develop and implement new technology;	
		
•	the damage to our reputation among clients, markets or third parties;	
		
•	the actions taken by third parties that perform aspects of our business operations and client services;	
		
•	the extent to which we manage certain risks created in connection with the various services, including fiduciary and investments and other advisory services and business process outsourcing services, among others, that we currently provide, or will provide in the future, to clients;	
		
•	our ability to grow, develop and integrate companies that it acquires or new lines of business;	
		
•	changes in commercial property and casualty markets, commercial premium rates or methods of compensation;	
		
•	changes in the health care system or our relationships with insurance carriers; and	
		
•	our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings.	
Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance.  The factors identified above are not exhaustive.  Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently.  Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.  We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events or otherwise.  Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the "Risk Factors" sections in each of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 . These factors may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are exposed to potential fluctuations in earnings, cash flows and the fair value of certain of our assets and liabilities due to changes in interest rates and foreign exchange rates.  To manage the risk from these exposures, we enter into a variety of derivative instruments.  We do not enter into derivatives or financial instruments for trading or speculative purposes.
 
The following discussion describes our specific exposures and the strategies we use to manage these risks. There have been no changes in our critical accounting policies for financial instruments and derivatives as discussed in our 2014 Annual Report on Form 10-K.

Foreign Exchange Risk

We are subject to foreign exchange rate risk. Our primary exposures include exchange rates between the U.S. Dollar and the Euro, the British Pound, the Canadian Dollar, the Australian Dollar, and the Indian Rupee.  We use over-the-counter options and forward contracts to reduce the impact of foreign currency risk to our financial statements.
 
Additionally, some of our non-U.S. brokerage subsidiaries receive revenues in currencies that differ from their functional currencies.  Our U.K. subsidiaries earn a portion of their revenue in U.S. Dollars and Euros, but most of their expenses are incurred in British Pounds.  At March 31, 2015 , we have hedged approximately 45% of our U.K. subsidiaries' expected exposures to both U.S. Dollar and Euro transactions for the years ending December 31, 2015 and 2016, respectively. We generally do not hedge exposures beyond three years.

We also use forward contracts to economically hedge foreign exchange risk associated with monetary balance sheet exposures, such as inter-company notes and short-term assets and liabilities that are denominated in a non-functional currency and are subject to remeasurement.
 
The translated value of revenue and expense from our international brokerage operations are subject to fluctuations in foreign exchange rates. If the Company were to translate prior year results at current quarter exchange rates, diluted earnings per share would be unfavorably impacted by approximately $0.14 during the three months ended March 31, 2015 .  Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption "Review of Consolidated Results — Adjusted Diluted Earnings Per Share" would be unfavorably impacted by approximately $0.15 during the three months ended March 31, 2015 if the Company were to translate prior year results at current quarter exchange rates.
 
Interest Rate Risk

Our fiduciary investment income is affected by changes in international and domestic short-term interest rates.  We monitor our net exposure to short-term interest rates and, as appropriate, hedge our exposure with various derivative financial instruments.  This activity primarily relates to brokerage funds held on behalf of clients in the U.S. and in continental Europe. A decrease in global short-term interest rates adversely affects our fiduciary investment income.
 
ITEM 4.   CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures.  We have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this quarterly report of March 31, 2015 .  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective such that the information relating to Aon, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to Aon's management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in internal control over financial reporting.  No changes in Aon's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended  March 31, 2015  that have materially affected, or that are reasonably likely to materially affect, Aon's internal control over financial reporting.

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PART II
 
OTHER INFORMATION
 
ITEM 1.                              LEGAL PROCEEDINGS
 
See Note 14 "Commitments and Contingencies — Legal" to the Condensed Consolidated Financial Statements contained in Part I, Item 1, which is incorporated by reference herein.
 
ITEM 1A.                     RISK FACTORS.
 
The risk factors set forth in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014 reflect certain risks associated with existing and potential lines of business and contain "forward-looking statements" as discussed in Part I, Item 2 of this report.  Readers should consider them in addition to the other information contained in this report as our business, financial condition or results of operations could be adversely affected if any of these risks actually occur.

ITEM 2.                              UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Issuer Purchases of Equity Securities.
 
The following information relates to the purchase of equity securities by Aon or any affiliated purchaser during each month within the first quarter of 2015 :

	
															
Period	 	Total Number of Shares Purchased	 	Average Price Paid per Share (1)	 	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	 	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)  (2)	
1/1/15 — 1/31/15	 	—		 	$	—		 	—		 	$	5,623,904,966		
2/1/15 — 2/28/15	 	2,495,908		 	100.15		 	2,495,908		 	5,373,929,723		
3/1/15 — 3/31/15	 	—		 	—		 	—		 	5,373,929,723		
Total	 	2,495,908		 	$	100.15		 	2,495,908		 	$	5,373,929,723		
  ______________________________________________

(1)          Does not include commissions paid to repurchase shares.
 
(2)  Our Board of Directors authorized the 2012 Share Repurchase Program in April 2012 and the 2014 Share Repurchase Program in November 2014. During the first quarter of 2015 , we repurchased 2.5 million shares at an average price per share of $100.15 for a total cost of $250 million . The remaining authorized amount for share repurchase under our share repurchase programs is $5.4 billion .

We did not make any unregistered sales of equity in the first quarter.
 
ITEM 6.                              EXHIBITS
 
Exhibits — The exhibits filed with this report are listed on the attached Exhibit Index.

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	
			
 	Aon plc	
 	(Registrant)	
 	 	
May 1, 2015	By:	/s/ Laurel Meissner	
 	LAUREL MEISSNER	
 	SENIOR VICE PRESIDENT AND	
 	GLOBAL CONTROLLER	
 	(Principal Accounting Officer and duly authorized officer of Registrant)	

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Exhibit Index

	
			
Exhibit Number	 	Description of Exhibit	
10.1*
	 	$900,000,000 Five-Year Credit Agreement among Aon plc, Aon Corporation and Aon UK Limited with Citibank, N.A., as administrative agent, the lenders party thereto, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as syndication agents, and Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 6, 2015.	
10.2*	 	Amended and Restated Employment Agreement, dated as of January 16, 2015, by and between Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on January 23, 2015.	
10.3*	 	Amendment to Employment Agreement, dated as of February 20, 2015, by and between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 26, 2015.	
10.4*	 	Amended and Restated Employment Agreement, dated as of February 24, 2015, by and between Aon Corporation and Kristi Savacool - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 26, 2015.	
10.5*	 	Change in Control Agreement, dated as of February 24, 2015, by and between Aon plc, Aon Corporation and Kristi Savacool - incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 26, 2015.	
10.6	 	Aon plc Leadership Performance Program for 2015-2017.	
10.7	 	Executive Committee Incentive Compensation Plan.	
10.8	 	First Amendment to the Aon Deferred Compensation Plan dated as of March 20, 2015.	
12.1	 	Statement regarding Computation of Ratio of Earnings to Fixed Charges.	
31.1	 	Certification of CEO.	
31.2	 	Certification of CFO.	
32.1	 	Certification of CEO Pursuant to section 1350 of Title 18 of the United States Code.	
32.2	 	Certification of CFO Pursuant to section 1350 of Title 18 of the United States Code.	
101	 	Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:	
 	 	101.INS XBRL Report Instance Document	
 	 	101.SCH XBRL Taxonomy Extension Schema Document	
 	 	101.CAL XBRL Taxonomy Calculation Linkbase Document	
 	 	101.DEF XBRL Taxonomy Definition Linkbase Document	
 	 	101.PRE XBRL Taxonomy Presentation Linkbase Document	
 	 	101.LAB XBRL Taxonomy Calculation Linkbase Document	

* Document has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference herein. Unless otherwise indicated, such document was filed under Commission File Number 001-07933.

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Exhibit 10.6
AON PLC
LEADERSHIP PERFORMANCE PROGRAM
For 2015-2017

Overview
The Program has been adopted by the Committee as a sub-plan to the Stock Plan, effective as of January 1, 2015. The Program is the tenth layer of multi-year performance programs implemented by the Company. Earlier programs covered the three-year performance periods beginning on January 1 in each of 2006 through 2014 and ending on December 31 of 2008 through 2016, respectively.
Performance Cycle
The Program covers a multi-year performance cycle that begins on January 1, 2015 and ends on December 31, 2017 (“Performance Cycle”).
Eligibility
As recommended by the CEO and approved by the Committee, key members of the Company’s senior leadership team are eligible to participate in the Program. The CEO is also eligible to participate in the Program as approved by the Committee.
Participation
The Committee will approve in writing no later than May 31, 2015 the identity of the participants eligible to participate in the Program and each participant’s Award, denominated as described herein either in total number of LPP units or US dollars. Those participants so identified by May 31, 2015 shall be eligible to participate in the full Performance Cycle, retroactive to January 1, 2015.  
If a participant is no longer considered a member of the Company’s senior leadership team, but the participant’s employment with the Company has not terminated, the participant’s Award under the Program shall be unaffected by the change in status.
Award Components – Performance Share Units
At the outset of participation in the Program, each participant will receive 100% of his or her Award “value” as target Performance Share Units of the Company’s ordinary shares. If the Award is denominated by the Committee in US dollars, the number of such target units will be derived by dividing the Award by the Fair Market Value of an ordinary share of the Company on the Grant Date.
Rules Applicable to Performance Share Units

1.	The Performance Share Units will be earned and will vest as of the Settlement Date, subject to the satisfaction of the performance criteria set forth herein.	
		
2.	The payout resulting from the vesting of the Performance Share Units will be determined based on the Company’s cumulative adjusted Earnings per Share over the Performance Cycle as compared to the Target Earnings per Share.	
		
3.	Payouts will range from 0% to 200% of the targeted number of Performance Share Units awarded.	
		
4.	The Performance Share Units will pay out in ordinary shares of the Company issued under, and subject to, the limitations of the Stock Plan, provided that the pay out in ordinary shares shall take place in the calendar year following the end of the Performance Cycle.	
		
5.	The Company shall have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing the number of earned shares by the number of shares determined by dividing the amount of withholding required by the Fair Market Value of an ordinary share of the Company on the Settlement Date.	
		
6.	The Performance Share Units are not transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.	

1

		
7.	Until the Settlement Date, the participant will not be treated as a shareholder as to those ordinary shares of the Company relating to the Performance Share Units. No cash payments will be provided for dividend equivalents or other distributions.	
		
8.	The participant will be granted a Performance Award Certificate at the outset of his or her participation in the Program. The certificate, inclusive of its appendices, will set forth the target number of Performance Share Units granted to the participant, among other terms and conditions. The participant must sign and return to the Company the certificate to indicate that he or she agrees to be bound by the provisions of the Program, including the restrictive covenants described herein. Failure to return a signed certificate to the Company will result in forfeiture of the Performance Share Units.	
		
9.	If a participant’s employment with the Company terminates before the last day of the Performance Cycle, the following rules will apply to the vesting of the Performance Share Units:	

		
Reason for Employment Termination	Impact on Vesting of Performance Share Units	
Retirement (for participants whose principle place of work is outside of EU only) or termination by Company without Cause	Performance Share Units will vest pro rata through the date of termination of a participant globally or, with regard to a participant whose principal place of work is outside of the EU as of the participant’s Retirement, and the vested Performance Share Units will pay out in accordance with rule 4 above. The Committee’s determination regarding the vested portion and payout will occur after the close of the Performance Cycle. The number of units earned will be calculated based on the actual achievement of the Target Earnings Per Share for the performance period, as capped at 200% by the formula herein, and then the result will be prorated as of the last full calendar quarter as of or preceding the participant’s termination or Retirement date, as follows:

Target Shares X (Adjusted EPS at end of quarter as of or preceding date of termination/ Adjusted   EPS at end of performance period) X Performance Factor = Number of Pro-Rata Shares

A participant whose principle place of work is in the EU and who voluntary leaves the Company at any age will be subject to the rules below for “Voluntary Resignation”. A participant on secondment will be subject to the vesting rule applicable to his or her home country.

In the event a participant has an employment agreement with the Company or any of its subsidiaries providing for “good reason” termination, for purposes of this Program a termination of the participant’s employment for good reason will be treated in the same manner as a termination by the Company without cause.	
Death or Total and Permanent Disability	If death or permanent disability occurs in the first or second calendar years of the Performance Cycle, the Performance Share Units will become immediately vested at the target award level and the vested Performance Share Units will pay out as soon as administratively feasible following such death or disability. If death or permanent disability occurs in the third calendar year of the Performance Cycle, the Performance Share Units will become vested at the greater of (i) the target award level or (ii) the number of units earned based on the actual achievement of the Adjusted Earnings Per Share for the entire Performance Cycle, and the vested Performance Share Units will pay out in accordance with rule 4 above.	
Voluntary Resignation	Performance Share Units will be forfeited in their entirety	
Termination by Company for Cause	Performance Share Units will be forfeited in their entirety	

2

	
		
Reason for Employment Termination	Impact on Vesting of Performance Share Units	
Termination due to Change in Control	If a successor to the Company assumes and continues this Program substantially in its current form after a Change in Control, the Performance Share Units will be subject to the following rules: (1) if the participant’s employment is terminated by the Company without Cause after the Change in Control but prior to the end of the Performance Cycle, the participant will become immediately vested in the greater of the target Performance Share Units or the number of units that would be earned based on the proportion of achievement of the Target Earnings Per Share as of the last full calendar quarter as of or preceding the participant’s termination date, and the vested Performance Share Units will pay out in accordance with rule 4 above; and (2) if the participant’s employment is terminated by the Company for Cause, by the participant in a voluntary resignation, or by reason of the participant’s death or Total and Permanent Disability, or if the participant’s employment is continued through the end of the Performance Cycle, the rules of the Program shall continue to apply to the Performance Share Units as if the Change in Control had not occurred.

If the successor to the Company does not assume and continue this Program substantially in its current form, the Performance Share Units shall become immediately vested at the greater of the target Performance Share Units or the number of units that would have been earned based on the proportion of achievement of the Target Earnings Per Share as of the last full calendar quarter as of or preceding the effective date of the Change in Control, and the vested Performance Share Units will pay out in accordance with rule 4 above.	

10.	Notwithstanding the rules set forth in paragraph 9 above, in the event an employment agreement or other binding arrangement between a participant and the Company provides (a) for more favorable vesting of performance share units upon termination of employment, (b) an alternate definition (such as “cause” or “retirement”), and/or (c) an alternate restrictive covenant that is specifically intended to apply to awards under this Plan, the provisions of such employment agreement or arrangement will control if such provisions are approved by the Committee on or before the Grant Date.	

11.	The time and form of payment of Performance Share Units shall be made in accordance with rule 4 above, provided that with respect to any payment upon a U.S. participant’s “separation from service” (as such term is defined under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the participant is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the participant’s death or the date that is six months and one day following the participant’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this section shall be paid to the participant in accordance with rule 4 above. For purposes of the Program, the terms “retirement,” “termination of employment,” “terminated,” “termination,” and variations thereof, as used in this Program, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.	

12.	The time or schedule of any payout of Performance Share Units pursuant to the terms of the Program may not be accelerated for U.S. participants except as otherwise permitted under Code Section 409A and the guidance and U.S. Treasury regulations issued thereunder.	
Performance Measure for Performance Share Units
The performance measure for the Performance Share Units will be cumulative adjusted Earnings per Share for the Performance Cycle, for which the Committee has established a target of $18.14 (the “Target Earnings Per Share” or “Target EPS”).

3

Following the end of the Performance Cycle, the Committee will determine in its sole discretion the payout, which determination shall be final and binding. Performance Share Units will be subject to complete forfeiture if the Company’s performance for the Performance Cycle does not meet or exceed a minimum cumulative adjusted Earnings per Share of $17.44, and the payout for performance at or above that level will be calculated as follows:

			
2015-2017 Cumulative Adjusted EPS	 	% of Targeted Units Earned	
$17.44	 	50%	
$17.79	 	75%	
$18.14	 	100%	
$18.49	 	125%	
$18.84	 	150%	
$19.19	 	175%	
$19.76 or higher	 	200%	

The Performance Share Units will pay out linearly between each set of data points based on relative penetration within the range and rounded to one decimal place using standard rounding rules. Any fractional Performance Share Units that result from the application of the resulting payout percent will be truncated, not rounded or otherwise paid. For example, where cumulative adjusted EPS is $18.25, the calculation would be:

	
						
[ ($18.25 - $18.14 )	/	( $18.49 – $18.14) ]	X 25%	+100 %	= 107.9%	
The actual cumulative adjusted   EPS less next lowest defined data point	 	To calculate basis for penetration in the full range above the actual lowest data point achieved.	Multiplied by the full spread of the corresponding range (125% - 100% in this case)	The achievement for the next lowest defined data point	Resulting calculation, standard rounding to one decimal place	

Adjustments to Performance Measures or Results
The Committee will make appropriate adjustments to the Target Earnings per Share or the Company’s actual adjusted Earnings Per Share from continuing operations as publicly reported in the Company’s earnings release and annual Form 10-K on account of material (significant) adjustments as noted below or otherwise consistent with any amendment to the Stock Plan: change in accounting policy; gain/loss on disposition of assets or business; extraordinary legal/regulatory settlements; extraordinary market conditions; effects of natural or man-made disasters (e.g. Word Trade Center); hyperinflation (e.g. >15%); foreign exchange impact, or other extraordinary, unusual or infrequently occurring items – as defined by GAAP. The form and manner of any such adjustment shall be at the sole discretion of the Committee who will consider the long-term impact of such items. By way of example, the following events will not require adjustment: change in accounting estimate; gained/lost pre-tax income from sold/acquired businesses that represent less than 5% of total pre-tax income; inflation; general tax developments; litigation costs; effects of repaying or issuing debt; effects of share buyback/issue; effects of pension plan funding; changes in benefit/incentive plans; or normal currency/interest rate fluctuations.
Nominal Value
As required under the U.K. Companies Act 2006, at the time of settlement of Awards under this Program, the Awards are subject to the Participant’s payment of a Nominal Value (as determined in the sole discretion of the Company and in accordance with such law, as amended from time to time), and such obligation may be satisfied by the Participant in any manner to be established by the Company in its sole discretion.

4

Restrictive Covenants
The following restrictive covenants will apply to all awards under this Program; provided, however, that where such restrictions are modified to comply with local (non-U.S.) law as set forth in the performance award certificate issued in connection with this Program to, and accepted by, the Participant, the provisions in the performance award certificate will govern.
The Company is in the business of providing conventional and alternative risk management products and services covering the business of insurance brokerage, reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting, human resources and benefits outsourcing, managing underwriting and related services including accounting, claims management and handling, contract wording, information systems and actuarial services on behalf of commercial and individual clients which are national and international and are not confined to any geographic area. An essential element of its business is the development and maintenance of personal contacts and relationships with clients. The Company invests considerable time and money to develop and maintain client relationships, including payment of employees’ salaries, benefits, travel, entertainment and other business expenses and assistance in servicing clients by making available to its employees specifically developed and researched industry data, client-specific information, legal support, accounting support, marketing, advertising and other corporate services, as well as providing training and professional development and valuable confidential business and professional information, toward the development and maintenance of its client relationships and related goodwill. Because of these contacts and relationships, it is common for the Company’s clients to develop identification with the employee who services its insurance needs, rather than with the Company itself. The personal identification of clients of the Company with a Company employee creates potential for the employee’s appropriation of the benefits of the relationships developed with clients on behalf of and at the expense of the Company. Since the Company would suffer irreparable harm if the employee left its employ and solicited the insurance or other related business of clients of the Company, it is reasonable to protect the Company against solicitation activities by the employee for a limited period of time after the employee leaves the Company so that the Company may renew or restore its business relationship with its clients. Therefore, as consideration for participation in this Program, each participant will be bound by the following restrictive covenants:
Covenant Not to Solicit
The employee agrees and covenants that, except with the prior written consent of the Company, the employee will not for a period of two years after the end of the employment compete directly or indirectly in any way with the business of the Company. For the purposes of this covenant, “compete directly or indirectly in any way with the business of the Company” means to enter into or attempt to enter into (on the employee’s own behalf or on behalf of any other person or entity) any business relationship of the same type or kind as the business relationship which exists between the Company and its clients or customers, in which the employee was involved or had knowledge, to provide services related to the business of the Company for any individual, partnership, corporation, association or other entity who or which was a client or customer for whom the employee was the producer or on whose account the Employee worked or became familiar during the 24 months prior to the end of employment.
Covenant Not to Hire
The employee also agrees not to induce or attempt to induce, or to cause any person or other entity to induce or attempt to induce, any person who is an employee of the Company to leave the employ of the Company during the term of the covenant set forth above.
If the Company determines that a participant has breached any of the covenants, his or her Performance Share Units will be immediately forfeited. In the event any of the restrictive covenants set forth herein is deemed unenforceable, such as against a non-US employee, the employee agrees that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions accordingly.
Assignment of IP
The employee also agrees to assign to the Company the employee’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas and writings and copyrightable material, which are conceived, developed, reduced to practice, or acquired by the employee (collectively “IP”)

5

during the employee’s employment and which relate to the business of the Company or any of its affiliates, parent companies, or subsidiaries. The employee further acknowledges that all original works of authorship which are made by the employee (solely or jointly with others) within the scope of and during the period of his/her employment with the Company and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. The employee agrees to disclose promptly, fully and in writing all such IP to the Company. The employee will upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its affiliates, parent companies, or subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks, and copyrights in all countries.
Administration
It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Program, all of which will be binding upon the participant. The Committee may delegate its authority to one or more of its members, or to one or more members of the Company’s senior management team, to offer participation in this Program to eligible individuals; provided, however, that the Committee shall not delegate its authority with respect to the participation of any officer of the Company who is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended. The Company shall, as necessary, adopt conforming amendments to this Program as are necessary to comply with Code Section 409A.
General Provisions
All obligations of the Company under this Program with respect to payout of Awards, and the corresponding rights granted thereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all of the business and/or assets of the Company.
This Program constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.
Reservation and Retention of Company Rights
The selection of any employee for participation in this Program will not give that participant any right to be retained in the employ of the Company. No employee will at any time have a right to be selected for participation in a future performance-based incentive program despite having been selected for participation in this Program or a previous program.
Stock Plan Controls
Except as specifically provided in this Program, in the event of any inconsistency between this Program and the Stock Plan, the Stock Plan will control, but only to the extent such Stock Plan provisions do not violate the provisions of Code Section 409A.
Code Section 409A
The Company intends that this Program and the Awards granted hereunder to U.S. participants be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Program to the contrary, the Program shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Committee intends to administer the Program so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Program will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through any participant) for any tax, interest, or penalties any participant may owe as a result of compensation paid under the Program, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect the participant from the obligation to pay any taxes pursuant to Code Section 409A.

6

Definitions
Adjusted Earnings per Share or Adjusted EPS: the Company’s adjusted earnings per share from continuing operations as publicly reported each quarter, and on an annual basis, in the Company’s earnings release and Form 10-K. The Committee has the sole discretion to approve an adjustment to EPS, in accordance with the adjustment criteria set forth herein.
CEO: the Company’s Chief Executive Officer.
Cause: as determined in the sole discretion of the Committee, means the participant: (A) performing a deliberate act of dishonesty, fraud, theft, embezzlement or misappropriation involving the participant’s employment with the Company, or breach of the duty of loyalty to the Company; (B) performing an act of race, sex, national origin, religion, disability, or age-based discrimination which, after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company and/or the participant; (C) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct; or (D) performing a criminal act resulting in a criminal felony charge (or equivalent offense in a non-US jurisdiction) brought against the participant or a criminal conviction of the participant (other than a conviction of a minor traffic violation).
Change in Control: means:
(1) the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding ordinary shares of Aon plc (the “Outstanding Ordinary Shares”) or (ii) the combined voting power of the then outstanding securities of Aon plc entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Aon plc (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from Aon plc), (B) any acquisition by Aon plc, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Aon plc or any corporation controlled by Aon plc, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than Aon plc or any employee benefit plan (or related trust) sponsored or maintained by Aon plc or any corporation controlled by Aon plc) shall become the beneficial owner of 30% or more of the Outstanding Ordinary Shares or 30% or more of the Outstanding Voting Securities by reason of an acquisition by Aon plc, and such Person shall, after such acquisition by Aon plc, become the beneficial owner of any additional shares of the Outstanding Ordinary Shares or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
(2)     individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of Aon plc subsequent to the date hereof whose election, or nomination for election by the shareholders of Aon plc, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of Aon plc as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
(3)     the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Aon plc (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding

7

securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns Aon plc or all or substantially all of Aon plc’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: Aon plc; any employee benefit plan (or related trust) sponsored or maintained by Aon plc or any corporation controlled by Aon plc; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Ordinary Shares or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
(4)     the consummation of a plan of complete liquidation or dissolution of Aon plc.
Committee : the Organization and Compensation Committee of the Company’s board of directors.
Company: Aon plc, a public limited company incorporated under English law and its subsidiaries.
Fair Market Value: the per share value of the Company’s ordinary shares as determined by using the closing price of such shares as reported by the New York Stock Exchange on such date (or, if the New York Stock Exchange was not open for trading or the shares were not traded on that day, the next preceding day that the New York Stock Exchange was open for trading and ordinary shares of the Company were traded).
Grant Date: the date an Award to a participant is approved in writing by the Committee.
Program or LPP: the Leadership Performance Program, effective January 1, 2015.
Retire or Retirement: For a Participant whose principle place of work is outside of the European Union, including a participant on secondment from outside the European Union, the term means a voluntary termination of employment at or after the participant’s 55 th birthday. For a Participant whose principle place of work is in the European Union, the term is inapplicable because the Participant's voluntary departure from the Company at any age and for any reason will be treated under the rules herein as a “voluntary resignation”.
Settlement Date: the date that the Committee determines whether the performance criteria applicable to the Performance Share Units has been achieved or exceeded and determines the payout to participants. The Settlement Date shall occur as soon as practicable following the close of the Performance Cycle.
Settlement Date Value: the Fair Market Value of an ordinary share of the Company on the date the Committee determines the amount of the Performance Share Units earned.
Stock Plan:  the Amended and Restated Aon plc 2011 Incentive Plan, as approved by the Company’s shareholders on June 24, 2014.
Total and Permanent Disability: for (a) US employees, entitlement to long-term disability benefits under the Company’s program, as amended from time to time and (b) non-US employees, as established by applicable Company policy or as required by local law or regulations.
If a term is used but not defined, it has the meaning given such term in the Stock Plan.

8

Exhibit 10.7
Aon plc
Executive Committee Incentive Compensation Plan
(Amended and Restated Effective January 1, 2015)
Overview
Since 2001, Aon has maintained its Omnibus Incentive Plan to encourage the highest level of performance of its executives through the establishment of quantifiable performance goals. Awards granted under the Omnibus Incentive Plan are intended to qualify as deductible “performance-based” compensation pursuant to Section 162(m) of the Code.
This Plan is a sub-plan of the Omnibus Incentive Plan and was originally adopted by the Committee effective January 1, 2008, and amended and restated from time to time thereafter. This amendment and restatement of the Plan is effective as of January 1, 2015. This Plan provides a discretionary framework regarding the funding of awards under the Omnibus Incentive Plan and provides certain terms and conditions relating to the form and timing of awards under the Omnibus Incentive Plan.
Performance Period
The Plan is based on successive calendar-year performance periods.
Eligibility
All members of Aon’s Executive Committee are eligible to participate in the Plan if they: (a) are actively employed by Aon as of the last day of the calendar year; (b) are on an approved leave of absence as of the last day of the calendar year; or (c) terminated employment on account of death or Total and Permanent Disability during the calendar year. The Committee may modify the eligibility criteria as it deems necessary or appropriate.
Award Calculation
At the beginning of each calendar year, the Committee will approve a “target incentive award” for each participant as a percentage of his or her base salary. For those participants serving international assignments, the Committee may include the participant’s foreign service allowance in the calculation of the target incentive award. The Committee will also establish corporate performance metrics applicable to the funding of incentive awards under the Plan, and those metrics may include: (1) the achievement of a specified adjusted operating income; (2) the planned growth in adjusted operating income as compare to the prior year actual adjusted operating income; and/or (3) any other factors as determined by the Committee in its sole discretion. In addition, business unit, functional and individual performance metrics may be established and assigned weights to guide the Committee in its allocation of awards to participants.
After the close of the calendar year, awards to participants will be determined in the sole discretion of the Committee and paid to participants pursuant to and contingent upon satisfaction of all conditions under the Omnibus Incentive Plan. Awards will be funded in accordance with the corporate performance criteria adopted by the Committee; provided, however, that the CEO, in his sole discretion may elect to (i) reduce funding by up to 20% of the aggregate amount of the Participants’ target incentive awards, which discretion can be exercised at any time without the necessity of Committee approval, or (ii) increase funding by up to 10% of the aggregate amount of the Participants’ target incentive awards, provided that any such increase is subject to approval by the Committee at its next regularly scheduled meeting.
Awards will be allocated in the sole discretion of the Committee taking into account, among other facts, the participants’ target incentive awards and achievement of the assigned metrics. Any resulting awards will be paid pursuant to the terms and conditions of the Omnibus Incentive Plan; provided, however, in no event will an Award be paid later than two and one-half months after the end of the calendar year to which such award relates. In no event may an award to a participant exceed the maximum set forth in the Omnibus Incentive Plan (i.e. $10 million). In no event may an award to a participant fail to qualify as deductible “performance-based” compensation under Section 162(m) of the Code.

Payout Process
After the awards are determined by the Committee, they will be paid out partly in cash and partly in restricted stock units of Aon plc ordinary shares pursuant to the Omnibus Incentive Plan, or in such other security as may result from an adjustment to shares pursuant to Section 5.2 of the Omnibus Incentive Plan, unless Aon is contractually obligated to provide a participant’s award fully in cash.
Awards exceeding $100,000 in value will be paid 65% in cash and 35% in restricted stock units awarded pursuant to the Omnibus Incentive Plan.
The restricted stock units will be subject to the terms and conditions established by the Committee; provided, however, that they will vest in three equal installments on each of the first through third anniversaries of the date of grant. The Committee may modify the manner of distribution for an individual participant or one or more groups of participants as it deems necessary or appropriate.
A participant will have no right to an award until it is paid.
Administration
It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant. The Committee has the sole discretion to set the Target Award Percentage for each participant and to determine any final award payment taking into account factors it selects in its sole discretion including, but not limited to, the duration of a participant’s employment with the Company during the year.
Nominal Value
In order to comply with the U.K. Companies Act 2006, at the time of settlement of Awards under this Plan any portion of Awards settled in restricted stock units will be subject to the participant’s payment of a Nominal Value (as determined in the sole discretion of the Company and in accordance with the law, as amended from time to time). Such obligation may be satisfied by the participant in any manner to be established by the Company in its sole discretion.
General Provisions
This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and supersedes any writing or representation inconsistent with its terms.
To the extent not preempted by federal law, this Plan will be construed in accordance with, and subject to, the laws of the state of Illinois without regard to any conflict of laws principles. Any legal action related to this Plan must be brought in a federal or state court located in Illinois.
All awards will be subject to applicable withholding taxes and other required deductions.
Participants may not assign, transfer, sell, pledge or otherwise alienate their award opportunities, other than by will or by the laws of descent and distribution. Any award payable on behalf of a deceased participant will be paid to the participant’s estate.
Aon is not required to establish a separate account or fund or to make any other segregation of its assets in connection with awards that could become payable under this Plan. Participants will have rights with regard to earned but unpaid awards that are no greater than the rights of unsecured general creditors.
This Plan and the benefits provided hereunder are intended to comply with Section 409A of the Code and the guidance and Treasury Regulations issued thereunder to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, Aon shall not be required to assume any increased economic burden in connection therewith. Although Aon intends to administer the Plan so that it will comply with the requirements of Section 409A of the Code, Aon does not represent or warrant that the Plan will comply with Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither Aon, nor any subsidiary, nor its or their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through the participant) for any tax, interest, or penalties the participant might owe as a result of participation in the Plan, and neither Aon nor any subsidiary shall have

any obligation to indemnify or otherwise protect any participant from the obligation to pay any taxes pursuant to Section 409A of the Code.
Reservation and Retention of Company Rights
Participation in this Plan will not give a participant any right to be retained in the employ of Aon. No employee will at any time have a right to be selected for participation in another performance-based incentive program, including any future program, on account of his or her participation in this Plan.
All awards under this Plan are gratuitous in nature and will not become part of any employment condition or contract.
The Committee reserves the right to amend or terminate this Plan, prospectively or retroactively, at any time and for any reason.
Omnibus Incentive Plan Controls
In the event of any inconsistency between this Plan and the Omnibus Incentive Plan, the Omnibus Incentive Plan will control unless otherwise specified herein.
Definitions
“ Adjusted operating income” means such term as publicly reported on an annual basis in the Company’s earnings release and Form 10-K.  For purposes of this Plan, the Committee will make appropriate adjustments to the target adjusted operating income or the Company’s actual adjusted operating income as publicly reported in the Company’s earnings release and annual Form 10-K on account of material (significant): change in accounting policy; gain/loss on disposition of assets or business; extraordinary legal/regulatory settlements, judgments or verdicts; extraordinary market conditions; effects of natural or man-made disasters (e.g. World Trade Center); hyperinflation (e.g. >15%); or other extraordinary, unusual or infrequently occurring items – as defined by GAAP. The form and manner of any such adjustment shall be at the sole discretion of the Committee who will consider the long-term impact of such items.  By way of example, the following events will not require adjustment:  change in accounting estimate; gained/lost operating income from sold/acquired businesses that represent less than 5% of total operating income; inflation; general tax developments; litigation costs; effects of repaying or issuing debt; effects of share buyback/issue; effects of pension plan funding; changes in benefit/incentive plans; or normal currency/interest rate fluctuations.    For purposes of this Plan, adjusted operating income will be measured to one decimal place, and will receive straight-line interpolation between performance targets in the gearing schedule adopted by the Committee.
“ Aon ” means Aon plc, a public limited company incorporated under English law, and its operating subsidiaries and affiliates.
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
“ Committee ” means the Organization and Compensation Committee of the Board of Directors of Aon.
“ Executive Committee” means the committee comprised of senior members of Aon’s management team as established from time to time.
“ Omnibus Incentive Plan ” means the Amended and Restated Aon plc 2011 Incentive Plan, as approved by the Company’s Stockholders on June 24 , 2014, , and as may be further amended from time to time.
“Plan” means this Executive Committee Incentive Compensation Plan, as amended and restated effective January 1, 2015.
“Total and Permanent Disability” means (a) for US employees, entitlement to long-term disability benefits under Aon’s program as amended from time to time, and (b) for non-US employees, as established by applicable company policy or as required by local law or regulations.
If a term is used but not defined, it has the meaning given such term in the Omnibus Incentive Plan.

Exhibit 10.8
FIRST AMENDMENT
TO THE
AON DEFERRED COMPENSATION PLAN
This First Amendment (the “Amendment”) to the Aon Deferred Compensation Plan, as amended and restated as of September 20, 2013 (the “Plan”), is adopted by Aon Corporation, a Delaware corporation (the “Company”), to be effective as set forth below.
RECITALS
WHEREAS, Section 6.04 of the Plan allows the Board of Directors of the Company to amend the Plan, and the Board has delegated to the undersigned officers of the Company the authority to make certain amendments to the Plan; and
WHEREAS, the undersigned officers desire to amend the Plan as set forth herein;
NOW, THEREFORE, Section 6.04 of the Plan is hereby amended, effective as of the date hereof, 2015, by adding a new paragraph at the end thereof as follows:
Notwithstanding anything in this Plan to the contrary, the Plan shall be terminated, effective as of April 30, 2015 (the “Termination Date”), with respect to all Participants who experienced a “change of control” (within the meaning of Code Section 409A) in connection with the sale of Aon eSolutions, Inc. pursuant to the Stock Purchase Agreement, dated as of August 15, 2014, by and between Aon Risk Services Companies, Inc., a Maryland corporation, Aon Risk Services Central, Inc., an Illinois corporation, and UK Apple Holdco Limited, a private limited company organized under the laws of England and Wales. In accordance with Code Section 409A, the balance of each Participant’s Accounts as of the Termination Date shall be distributed to such Participant no later than May 31, 2015.
IN WITNESS WHEREOF , the Company has caused this Amendment to be executed on its behalf by its duly authorized officers, this 20th day of March, 2015.

			
AON CORPORATION	 	AON CORPORATION	
 	 	 	
By:	 	By:	
 	 	 	
/s/ Christa Davies	 	/s/ Gregory J. Besio	
Christa Davies	 	Gregory J. Besio	
Executive Vice President and Chief	 	Executive Vice President and Chief Financial	
Officer	 	Human Resources Officer	

Exhibit 12.1
Aon plc and Consolidated Subsidiaries
Combined With Unconsolidated Subsidiaries
Computation of Ratio of Earnings to Fixed Charges

	
																									
 	 	Three Months Ended March 31,	 	Years Ended December 31,	
(millions except ratio)	 	2015	 	2014	 	2014	 	2013	 	2012	 	2011	
Income from continuing operations before income taxes and noncontrolling interests (1)	 	$	421		 	$	414		 	1,765		 	$	1,538		 	$	1,380		 	$	1,388		
Less: Equity in earnings on less than 50% owned entities	 	2		 	5		 	12		 	20		 	13		 	7		
Add back fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	
     Interest on indebtedness	 	65		 	58		 	255		 	210		 	228		 	245		
     Interest on uncertain tax positions	 	(5	)	 	(2	)	 	4		 	5		 	5		 	—		
     Portion of rents representative of interest factor	 	10		 	13		 	50		 	52		 	42		 	55		
          Income as adjusted	 	$	489		 	$	478		 	$	2,062		 	$	1,785		 	$	1,642		 	$	1,681		
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	
     Interest on indebtedness	 	$	65		 	$	58		 	$	255		 	$	210		 	$	228		 	$	245		
     Interest on uncertain tax positions	 	(5	)	 	(2	)	 	4		 	5		 	5		 	—		
     Portion of rents representative of interest factor	 	10		 	13		 	50		 	52		 	42		 	55		
          Total fixed charges	 	$	70		 	$	69		 	$	309		 	$	267		 	$	275		 	$	300		
Ratio of earnings to fixed charges	 	7.0		 	6.9		 	6.7		 	6.7		 	6.0			5.6		

(1) For the years ended December 31, 2012, and 2011 amounts related to discontinued operations have been included in Other income to conform to amounts included in the Consolidated Financial Statements. These amounts in the years ended December 31, 2012 and 2011, which were historically included in Income (loss) from discontinued operations, have been reclassified to conform with current presentation. The amounts reclassified were $1 million loss and $4 million income for the years ended December 31, 2012 and 2011, respectively, from Income (loss) from discontinued operations to Other income.

Exhibit 31.1
CERTIFICATIONS
I, Gregory C. Case, the Chief Executive Officer of Aon plc, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aon plc;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

			
Date:	May 1, 2015	/s/ GREGORY C. CASE	
 	 	Gregory C. Case
Chief Executive Officer	

Exhibit 31.2
CERTIFICATIONS
I, Christa Davies, the Chief Financial Officer of Aon plc, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aon plc;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

	
			
Date:	May 1, 2015	/s/ CHRISTA DAVIES	
 	 	Christa Davies
Chief Financial Officer	

Exhibit 32.1
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
I, Gregory C. Case, the Chief Executive Officer of Aon plc (the “ Company ”), certify that (i) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2015 (the “ Report ”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		
 	/s/ GREGORY C. CASE	
 	Gregory C. Case
Chief Executive Officer	
 	May 1, 2015	

Exhibit 32.2
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
I, Christa Davies, the Chief Financial Officer of Aon plc (the “ Company ”), certify that (i) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2015 (the “ Report ”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		
 	/s/ CHRISTA DAVIES	
 	Christa Davies
Chief Financial Officer	
 	May 1, 2015