Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Aon plc

We have audited the accompanying consolidated statements of financial position of Aon plc as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aon plc at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aon plc's internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 23, 2015 expressed an unqualified opinion thereon.

Chicago, Illinois

February 23, 2015

Aon plc

Consolidated Statements of Income

(millions, except per share data)	Years ended December 31	2014				2013				2012
Revenue
Commissions, fees and other		$	12,019			$	11,787			$	11,476
Fiduciary investment income		26				28				38
Total revenue		12,045				11,815				11,514
Expenses
Compensation and benefits		7,014				6,945				6,709
Other general expenses		3,065				3,199				3,209
Total operating expenses		10,079				10,144				9,918
Operating income		1,966				1,671				1,596
Interest income		10				9				10
Interest expense		(255		)		(210		)		(228		)
Other income		44				68				2
Income before income taxes		1,765				1,538				1,380
Income taxes		334				390				360
Net income		1,431				1,148				1,020
Less: Net income attributable to noncontrolling interests		34				35				27
Net income attributable to Aon shareholders		$	1,397			$	1,113			$	993
Basic net income per share attributable to Aon shareholders		$	4.73			$	3.57			$	3.02
Diluted net income per share attributable to Aon shareholders		$	4.66			$	3.53			$	2.99
Cash dividends per share paid on ordinary shares		$	0.92			$	0.68			$	0.62
Weighted average ordinary shares outstanding - basic		295.5				311.4				328.5
Weighted average ordinary shares outstanding - diluted		299.6				315.4				332.6

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Comprehensive Income

(millions)	Years Ended December 31	2014				2013				2012
Net income		$	1,431			$	1,148			$	1,020
Less: Net income attributable to noncontrolling interests		34				35				27
Net income attributable to Aon shareholders		$	1,397			$	1,113			$	993
Other comprehensive (loss) gain, net of tax:
Change in fair value of investments		(1		)		1				—
Change in fair value of derivatives		5				6				9
Foreign currency translation adjustments		(507		)		(65		)		109
Post-retirement benefit obligation		(260		)		293				(358		)
Total other comprehensive (loss) income		(763		)		235				(240		)
Less: Other comprehensive (loss) income attributable to noncontrolling interests		(3		)		(1		)		—
Total other comprehensive (loss) income attributable to Aon shareholders		(760		)		236				(240		)
Comprehensive income attributable to Aon shareholders		$	637			$	1,349			$	753

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Financial Position

(millions, except nominal value)	As of December 31	2014				2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	374			$	477
Short-term investments		394				523
Receivables, net		2,815				2,896
Fiduciary assets		11,638				11,871
Other current assets		602				563
Total Current Assets		15,823				16,330
Goodwill		8,860				8,997
Intangible assets, net		2,520				2,578
Fixed assets, net		765				791
Investments		143				132
Non-current deferred tax assets		144				193
Other non-current assets		1,517				1,230
TOTAL ASSETS		$	29,772			$	30,251
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Fiduciary liabilities		$	11,638			$	11,871
Short-term debt and current portion of long-term debt		783				703
Accounts payable and accrued liabilities		1,805				1,931
Other current liabilities		788				906
Total Current Liabilities		15,014				15,411
Long-term debt		4,799				3,686
Non-current deferred tax liabilities		313				420
Pension, other post retirement, and post employment liabilities		2,141				1,607
Other non-current liabilities		874				932
TOTAL LIABILITIES		23,141				22,056
EQUITY
Ordinary shares - $0.01 nominal value Authorized: 750 shares (issued: 2014 - 280.0; 2013 - 300.7)		3				3
Additional paid-in capital		5,097				4,785
Retained earnings		4,605				5,731
Accumulated other comprehensive loss		(3,134		)		(2,374		)
TOTAL AON SHAREHOLDERS' EQUITY		6,571				8,145
Noncontrolling interests		60				50
TOTAL EQUITY		6,631				8,195
TOTAL LIABILITIES AND EQUITY		$	29,772			$	30,251

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Shareholders' Equity

(millions)	Shares			Ordinary Shares and Additional Paid-in Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss, Net of Tax				Noncontrolling Interests				Total
Balance at January 1, 2012	386.4			$	4,407			$	8,594			$	(2,553	)		$	(2,370	)		$	42			$	8,120
Net income	—			—				993				—				—				27				1,020
Retirement of treasury shares	(60.0	)		(60		)		(2,412		)		2,472				—				—				—
Shares issued — employee benefit plans	4.0			29				—				—				—				—				29
Shares purchased	(19.5	)		—				(1,025		)		(100		)		—				—				(1,125		)
Shares reissued — employee benefit plans	—			(181		)		(13		)		181				—				—				(13		)
Tax benefit — employee benefit plans	—			33				—				—				—				—				33
Share-based compensation expense	—			212				—				—				—				—				212
Dividends to shareholders	—			—				(204		)		—				—				—				(204		)
Net change in fair value of derivatives	—			—				—				—				9				—				9
Net foreign currency translation adjustments	—			—				—				—				109				—				109
Net post-retirement benefit obligation	—			—				—				—				(358		)		—				(358		)
Purchase of subsidiary shares from non-controlling interest	—			(1		)		—				—				—				1				—
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				—				(27		)		(27		)
Balance at December 31, 2012	310.9			4,439				5,933				—				(2,610		)		43				7,805
Net income	—			—				1,113				—				—				35				1,148
Shares issued — employee benefit plans	0.7			28				(1		)		—				—				—				27
Shares issued — employee compensation	5.9			(50		)		—				—				—				—				(50		)
Shares purchased	(16.8	)		—				(1,102		)		—				—				—				(1,102		)
Tax benefit — employee benefit plans	—			74				—				—				—				—				74
Share-based compensation expense	—			300				—				—				—				—				300
Dividends to shareholders	—			—				(212		)		—				—				—				(212		)
Net change in fair value of investments	—			—				—				—				1				—				1
Net change in fair value of derivatives	—			—				—				—				6				—				6
Net foreign currency translation adjustments	—			—				—				—				(64		)		(1		)		(65		)
Net post-retirement benefit obligation	—			—				—				—				293				—				293
Purchase of subsidiary shares from non-controlling interest	—			(3		)		—				—				—				(8		)		(11		)
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				—				(19		)		(19		)
Balance at December 31, 2013	300.7			4,788				5,731				—				(2,374		)		50				8,195
Net income	—			—				1,397				—				—				34				1,431
Shares issued — employee benefit plans	0.4			26				—				—				—				—				26
Shares issued — employee compensation	4.7			(131		)		—				—				—				—				(131		)
Shares purchased	(25.8	)		—				(2,250		)		—				—				—				(2,250		)
Tax benefit — employee benefit plans	—			89				—				—				—				—				89
Share-based compensation expense	—			328				—				—				—				—				328
Dividends to shareholders	—			—				(273		)		—				—				—				(273		)
Net change in fair value of investments	—			—				—				—				(1		)		—				(1		)
Net change in fair value of derivatives	—			—				—				—				5				—				5
Net foreign currency translation adjustments	—			—				—				—				(504		)		(3		)		(507		)
Net post-retirement benefit obligation	—			—				—				—				(260		)		—				(260		)
Sales of subsidiary shares to non-controlling interest	—			—				—				—				—				3				3
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				—				(24		)		(24		)
Balance at December 31, 2014	280.0			$	5,100			$	4,605			$	—			$	(3,134	)		$	60			$	6,631

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Cash Flows

(millions)	Years ended December 31	2014				2013				2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	1,431			$	1,148			$	1,020
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses and investments, net		(44		)		(65		)		—
Depreciation of fixed assets		242				240				232
Amortization of intangible assets		352				395				423
Share-based compensation expense		328				300				212
Deferred income taxes		(135		)		(14		)		(95		)
Change in assets and liabilities:
Fiduciary receivables		(19		)		(4		)		(1,402		)
Short-term investments — funds held on behalf of clients		(403		)		156				239
Fiduciary liabilities		422				(152		)		1,163
Receivables, net		(25		)		141				106
Accounts payable and accrued liabilities		(81		)		48				(37		)
Restructuring reserves		(83		)		15				(46		)
Current income taxes		42				(116		)		185
Pension, other post-retirement and other post-employment liabilities		(340		)		(502		)		(585		)
Other assets and liabilities		(45		)		43				4
CASH PROVIDED BY OPERATING ACTIVITIES		1,642				1,633				1,419
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of long-term investments		52				93				178
Purchases of long-term investments		(20		)		(15		)		(12		)
Net sales (purchases) of short-term investments — non-fiduciary		110				(174		)		440
Acquisition of businesses, net of cash acquired		(479		)		(54		)		(162		)
Proceeds from sale of businesses		48				40				2
Capital expenditures		(256		)		(229		)		(269		)
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES		(545		)		(339		)		177
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase		(2,250		)		(1,102		)		(1,125		)
Issuance of shares for employee benefit plans		65				98				118
Issuance of debt		5,239				4,906				733
Repayment of debt		(3,918		)		(4,679		)		(1,077		)
Cash dividends to shareholders		(273		)		(212		)		(204		)
Sales (purchases) of shares to (from) noncontrolling interests		3				(8		)		(4		)
Dividends paid to noncontrolling interests		(24		)		(19		)		(27		)
Proceeds from sale-leaseback		25				—				—
CASH USED FOR FINANCING ACTIVITIES		(1,133		)		(1,016		)		(1,586		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(67		)		(92		)		9
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(103		)		186				19
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		477				291				272
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	374			$	477			$	291
Supplemental disclosures:
Interest paid		$	245			$	206			$	232
Income taxes paid, net of refunds		337				445				238

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The Consolidated Financial Statements include the accounts of Aon plc and all controlled subsidiaries ("Aon" or the "Company"). All intercompany accounts and transactions have been eliminated. The 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.

Use of Estimates

The preparation of the accompanying 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. Summary of Significant Accounting Principles and Practices

Revenue Recognition

Risk Solutions segment revenues primarily include insurance commissions and fees for services rendered and investment income on funds held on behalf of clients. Revenues are recognized when they are earned and realized or realizable. The Company considers revenues to be earned and realized or realizable when all of the following four conditions are met: (1) persuasive evidence of an arrangement exists, (2) the arrangement fee is fixed or determinable, (3) delivery or performance has occurred, and (4) collectability is reasonably assured. For brokerage commissions, revenue is typically recognized at the completion of the placement process, assuming all four criteria required to recognize revenue have been met. The placement process is typically considered complete on the effective date of the related policy. Commission revenues are recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data.

HR Solutions segment revenues consist primarily of fees paid by clients for consulting advice and outsourcing contracts. Fees paid by clients for consulting services are typically charged on an hourly, project or fixed-fee basis. Revenues from time-and-materials or cost-plus arrangements are recognized as services are performed, assuming all four criteria to recognize revenue have been met. Revenues from fixed-fee contracts are recognized as services are provided using a proportional-performance model or at the completion of a project based on facts and circumstances of the client arrangement. Revenues from health care exchange arrangements are typically recognized upon successful enrollment of participants, net of a reserve for estimated cancellations, assuming all four criteria to recognize revenue have been met. Reimbursements received for out-of-pocket expenses are recorded as a component of revenues. The Company's outsourcing contracts typically have three-to-five year terms for benefits services and five-to-ten year terms for human resources business process outsourcing ("HR BPO") services. The Company recognizes revenues as services are performed, assuming all four criteria to recognize revenue have been met. The Company may also receive implementation fees from clients either up-front or over the ongoing services period as a component of the fee per participant. Lump sum implementation fees received from a client are typically deferred and recognized ratably over the ongoing contract services period. If a client terminates an outsourcing services arrangement prior to the end of the contract, a loss on the contract may be recorded, if necessary, and any remaining deferred implementation revenues would typically be recognized over the remaining service period through the termination date.

In connection with the Company's long-term outsourcing service agreements, highly customized implementation efforts are often necessary to set up clients and their human resource or benefit programs on the Company's systems and operating processes. For outsourcing services sold separately or accounted for as a separate unit of accounting, specific, incremental and direct costs of implementation incurred prior to the services commencing are generally deferred and amortized over the period that the related ongoing services revenue is recognized. Deferred costs are assessed for recoverability on a periodic basis to the extent the deferred cost exceeds related deferred revenue.

Share-Based Compensation Costs

Share-based payments to employees, including grants of employee share options, restricted shares and restricted share units ("RSUs"), performance share awards ("PSAs") as well as employee share purchases related to the Employee Share Purchase Plan, are measured based on estimated grant date fair value. The Company recognizes compensation expense over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Pension and Other Post-Retirement Benefits

The Company has net period cost relating to its pension and other post-retirement benefit plans based on calculations that include various actuarial assumptions, including discount rates, assumed rates of return on plan assets, inflation rates, mortality rates, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and modifies these assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over future service periods or future estimated lives if the plans are frozen. The funded status of each plan, calculated as the fair value of plan assets less the benefit obligation, is reflected in the Company's Consolidated Statements of Financial Position using a December 31 measurement date.

Net Income per Share

Basic net income per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, including participating securities, which consist of unvested share awards with non-forfeitable rights to dividends. Diluted net income per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, which have been adjusted for the dilutive effect of potentially issuable ordinary shares (excluding those that are considered participating securities), including certain contingently issuable shares. The diluted earnings per share calculation reflects the more dilutive effect of either (1) the two-class method that assumes that the participating securities have not been exercised, or (2) the treasury stock method.

Certain ordinary share equivalents, related primarily to options, were not included in the computation of diluted income per share because their inclusion would have been antidilutive.

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 December 31, 2014, Cash and cash equivalents and Short-term investments were $768 million compared to $1.0 billion at December 31, 2013. Of the total balance, $169 million and $214 million was restricted as to its use at December 31, 2014 and 2013, respectively. Included within that amount, at December 31, 2014, 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. At December 31, 2013, the Company was required to hold £77 million of operating funds in Short-term investments. These operating funds, when translated to U.S. dollars, were equal to $63 million and $126 million at December 31, 2014 and 2013, respectively. In addition, Cash and cash equivalents included additional restricted balances of $106 million and $88 million at December 31, 2014 and 2013, respectively. The restricted balances primarily relate to cash required to be held as collateral.

Fiduciary Assets and Liabilities

In its capacity as an insurance agent and broker, Aon collects premiums from insureds and, after deducting its commission, remits the premiums to the respective insurers. Aon also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as Fiduciary assets in the Company's Consolidated Statements of Financial Position. Unremitted insurance premiums and claims are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Company's Consolidated Statements of Financial Position. Some of the Company's outsourcing agreements also require it to hold funds to pay certain obligations on behalf of clients. These funds are also recorded as Fiduciary assets with the related obligation recorded as Fiduciary liabilities in the Company's Consolidated Statements of Financial Position.

Aon maintained premium trust balances for premiums collected from insureds but not yet remitted to insurance companies of $4.0 billion and $3.8 billion at December 31, 2014 and 2013, respectively. These funds and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities, respectively, in the accompanying Consolidated Statements of Financial Position.

Allowance for Doubtful Accounts

The Company's allowance for doubtful accounts with respect to receivables is based on a combination of factors, including evaluation of historical write-offs, aging of balances and other qualitative and quantitative analyses. Receivables included an allowance for doubtful accounts of $74 million and $90 million at December 31, 2014 and 2013, respectively.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Included in this category is internal use software, which is software that is acquired, internally developed or modified solely to meet internal needs, with no plan to market externally. Costs related to directly obtaining, developing or upgrading internal use software are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows:

Asset Description		Asset Life
Software		Lesser of the life of an associated license, or 4 to 7 years
Leasehold improvements		Lesser of estimated useful life or lease term, not to exceed 10 years
Furniture, fixtures and equipment		4 to 10 years
Computer equipment		4 to 6 years
Buildings		35 years
Automobiles		6 years

Investments

The Company accounts for investments as follows:

•

Equity method investments — Aon accounts for limited partnership and other investments using the equity method of accounting if Aon has the ability to exercise significant influence over, but not control of, an investee. Significant influence generally represents an ownership interest between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are initially recorded at cost and are subsequently adjusted for additional capital contributions, distributions, and Aon's proportionate share of earnings or losses.

•	Cost method investments — Investments where Aon does not have an ownership interest of greater than 20% or the ability to exert significant influence over the operations of the investee are carried at cost.

•

Fixed-maturity securities are classified as available for sale and are reported at fair value with any resulting unrealized gain or loss recorded directly to shareholders' equity as a component of Accumulated other comprehensive loss in the Company's Consolidated Statement of Financial Position, net of deferred income taxes. Interest on fixed-maturity securities is recorded in Interest income in the Company's Consolidated Statements of Income when earned and is adjusted for any amortization of premium or accretion of discount.

The Company assesses any declines in the fair value of investments to determine whether such declines are other-than-temporary. This assessment is made considering all available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospects of the entity issuing the security, and the Company's ability and intent to hold the investment until recovery of its cost basis. Other-than-temporary impairments of investments are recorded as part of Other income (expense) in the Consolidated Statements of Income in the period in which the determination is made.

Goodwill and Intangible Assets

Goodwill represents the excess of acquisition cost over the fair value of the net assets in the acquisition of a business. Goodwill is allocated to various reporting units, which are one reporting level below the operating segment. Upon disposition of a business entity, goodwill is allocated to the disposed entity based on the fair value of that entity compared to the fair value of the reporting unit in which it was included. Goodwill is not amortized, but instead is tested for impairment at least annually. The goodwill impairment test is performed at the reporting unit level. The Company initially performs a qualitative analysis to determine if it is more likely than not that the goodwill balance is impaired. If such a determination is made, then the Company will perform a two-step quantitative analysis. First, the fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit is less than its carrying value, the Company performs a hypothetical purchase price allocation based on the reporting unit's fair value to determine the fair value of the reporting unit's goodwill. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

Intangible assets include customer related and contract based assets representing primarily client relationships and non-compete agreements, tradenames, and marketing and technology related assets. These intangible assets, with the exception of tradenames, are amortized over periods ranging from 1 to 16 years, with a weighted average original life of 11 years. Tradenames are generally not amortized as such assets have been determined to have indefinite useful lives, and are tested at least annually for impairments using an analysis of expected future cash flows. Interim impairment testing may be performed when events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Derivatives

Derivative instruments are recognized in the Consolidated Statements of Financial Position at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparty and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.

The Company has historically designated the following hedging relationships for certain transactions: (i) a hedge of the change in fair value of a recognized asset or liability or firm commitment ("fair value hedge"), (ii) a hedge of the variability in cash flows from a recognized variable-rate asset or liability or forecasted transaction ("cash flow hedge"), and (iii) a hedge of the net investment in a foreign operation ("net investment hedge").

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow, or a net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation must include a description of the hedging instrument, the hedged item, the risk being hedged, Aon's risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge, and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both the inception of the hedge and on an ongoing basis. Aon assesses the ongoing effectiveness of its hedges and measures and records hedge ineffectiveness, if any, at the end of each quarter or more frequently if facts and circumstances require.

For a derivative designated as a hedging instrument, the changes in the fair value of a recognized asset or liability or a firm commitment (a fair value hedge), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For a cash flow hedge that qualifies for hedge accounting, the effective portion of the change in fair value of a hedging instrument is recognized in Other Comprehensive Income ("OCI") and subsequently reclassified to earnings in the same period the hedged item impacts earnings. The ineffective portion of the change in fair value is recognized immediately in earnings. For a net investment hedge, the effective portion of the change in fair value of the hedging instrument is recognized in OCI as part of the cumulative translation adjustment, while the ineffective portion is recognized immediately in earnings.

Changes in the fair value of a derivative that is not designated as part of a hedging relationship (commonly referred to as an "economic hedge") are recorded in other income (expense) in the Consolidated Statements of Income.

The Company discontinues hedge accounting prospectively when (1) the derivative expires or is sold, terminated, or exercised, (2) the qualifying criteria are no longer met, or (3) management removes the designation of the hedging relationship.

When hedge accounting is discontinued because the derivative no longer qualifies as a fair value hedge, the Company continues to carry the derivative in the Consolidated Statements of Financial Position at its fair value, recognizes subsequent changes in the fair value of the derivative in the Consolidated Statements of Income, ceases to adjust the hedged asset or liability for changes in its fair value and accounts for the carrying amount (including the basis adjustment caused by designating the item as a hedged item) of the hedged asset, liability or firm commitment in accordance with GAAP applicable to those assets or liabilities.

When hedge accounting is discontinued and the derivative continues to exist but the forecasted transaction is probable of occurrence, the Company continues to carry the derivative in the Consolidated Statements of Financial Position at its fair value, recognizes subsequent changes in the fair value of the derivative in the Consolidated Statements of Income, and continues to defer the derivative gain or loss accumulated in OCI (unless the forecasted transaction is deemed probable not to occur, at which time it would be reclassified to earnings) until the hedged forecasted transaction affects earnings.

Foreign Currency

Certain of the Company's non-US operations use their respective local currency as their functional currency. These operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the

period. The resulting translation adjustments are included as a component of stockholders' equity in Accumulated other comprehensive loss in the Consolidated Statements of Financial Position. Gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency are included in Other income within the Consolidated Statements of Income. The effect of foreign exchange gains and losses on the Consolidated Statements of Income was a loss of $1 million in 2014, a gain of $3 million in 2013 and a loss of $16 million in 2012. Included in these amounts were hedging losses of $19 million in 2014, hedging losses of $10 million in 2013, and hedging gains of $3 million in 2012.

Income Taxes

Deferred income taxes are recognized for the effect of temporary differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted marginal tax rates and laws that are currently in effect. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the period when the rate change is enacted.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carry-forwards, taxable income in carry-back years and tax planning strategies that are both prudent and feasible.

The Company recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Tax positions that meet the more likely than not recognition threshold but are not highly certain are initially and subsequently measured based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement with the taxing authority. Only information that is available at the reporting date is considered in the Company's recognition and measurement analysis, and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs.

The Company records penalties and interest related to unrecognized tax benefits in Income taxes in the Company's Consolidated Statements of Income.

New Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("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 Consolidated Financial Statements cannot be determined at this time. The Company is also working to determine 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 is effective for Aon in the first quarter of 2015. The adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

Presentation of Unrecognized Tax Benefits

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

Foreign Currency

In March 2013, the FASB issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance was effective for Aon in the first quarter of 2014. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

3. Other Financial Data

Consolidated Statements of Income Information

Other Income

Other income consists of the following (in millions):

Years ended December 31	2014				2013				2012
Equity earnings	$	12			$	20			$	13
Gain on investments	4				28				7
Gain on disposal of business	24				10				1
Foreign currency remeasurement gain (loss)	18				13				(19		)
Derivative (loss) gain	(19		)		(10		)		3
Other	5				7				(3		)
	$	44			$	68			$	2

Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

An analysis of the allowance for doubtful accounts is as follows (in millions):

Years ended December 31,	2014				2013				2012
Balance at beginning of year	$	90			$	118			$	104
Provision charged to operations	12				9				45
Accounts written off, net of recoveries	(33		)		(38		)		(30		)
Effect of exchange rate changes	5				1				(1		)
Balance at end of year	$	74			$	90			$	118

Other Current Assets

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

As of December 31	2014				2013
Taxes receivable	$	311			$	204
Prepaid expenses	164				229
Deferred project costs	102				98
Other	25				32
	$	602			$	563

Fixed Assets, net

The components of Fixed assets, net are as follows (in millions):

As of December 31	2014				2013
Software	$	1,020			$	997
Leasehold improvements	413				434
Computer equipment	347				341
Furniture, fixtures and equipment	313				323
Construction in progress	94				70
Other	124				124
	2,311				2,289
Less: Accumulated depreciation	1,546				1,498
Fixed assets, net	$	765			$	791

Depreciation expense, which includes software amortization, was $242 million, $240 million, and $232 million for the years ended December 31, 2014, 2013, and 2012, respectively.

Other Non-Current Assets

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

As of December 31	2014				2013
Prepaid pension (1)	$	933			$	567
Deferred project costs	250				273
Taxes receivable	101				108
Other	233				282
	$	1,517			$	1,230

---

(1)	Increase in prepaid pensions is primarily due to actuarial changes and cash contributions made to the U.K. pension plans.

Other Current Liabilities

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

As of December 31	2014				2013
Deferred revenue	$	408			$	475
Taxes payable	66				184
Other	314				247
	$	788			$	906

Other Non-Current Liabilities

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

As of December 31	2014				2013
Taxes payable	$	210			$	184
Leases	184				204
Deferred revenue	167				134
Compensation and benefits	57				105
Other	256				305
	$	874			$	932

4. Acquisitions and Dispositions

In 2014, the Company completed the acquisition of eleven businesses in the Risk Solutions segment and two businesses in the HR Solutions segment.

In 2013, the Company completed the acquisition of eight businesses in the Risk Solutions segment and three businesses 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):

Years ended December 31	2014				2013
Consideration	$	461			$	54
Intangible assets:
Goodwill	$	292			$	38
Other intangible assets	328				28
Total	$	620			$	66

The results of operations of these acquisitions are included in the 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 2014, the Company completed the disposition of two businesses in the Risk Solutions segment. Total pretax gains of $24 million were recognized on these sales, which are included in Other income in the Consolidated Statements of Income.

During 2013, the Company completed the disposition of seven businesses in the Risk Solutions segment and two businesses in the HR Solutions segment. Total pretax gains of $10 million were recognized on these sales, which are included in Other income in the Consolidated Statements of Income.

During 2012, the Company completed the disposition of three businesses in the Risk Solutions segment and one business in the HR Solutions segment. Total pretax gains of $1 million were recognized on these sales, which are included in Other income in the Consolidated Statements of Income.

5. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill by reportable segment for the years ended December 31, 2014 and 2013, respectively, are as follows (in millions):

	Risk Solutions				HR Solutions				Total
Balance as of January 1, 2013	$	5,982			$	2,961			$	8,943
Goodwill related to acquisitions	36				2				38
Goodwill related to disposals	(9		)		(3		)		(12		)
Goodwill related to other prior year acquisitions	(2		)		17				15
Foreign currency translation	13				—				13
Balance as of December 31, 2013	$	6,020			$	2,977			$	8,997
Goodwill related to acquisitions	287				5				292
Goodwill related to disposals	(14		)		—				(14		)
Goodwill related to other prior year acquisitions	(8		)		—				(8		)
Transfer	(2		)		2				—
Foreign currency translation	(372		)		(35		)		(407		)
Balance as of December 31, 2014	$	5,911			$	2,949			$	8,860

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

	As of December 31
	2014												2013
	Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Intangible assets with indefinite lives:
Tradenames	$	1,019			$	—			$	1,019			$	1,019			$	—			$	1,019
Intangible assets with finite lives:
Customer related and contract based	2,952				1,579				1,373				2,720				1,310				1,410
Technology and other	571				443				128				584				435				149
	$	4,542			$	2,022			$	2,520			$	4,323			$	1,745			$	2,578

Amortization expense from finite-lived intangible assets was $352 million, $395 million and $423 million during 2014, 2013 and 2012, respectively.

The estimated future amortization for finite lived intangible assets as of December 31, 2014 is as follows (in millions):

	Risk Solutions				HR Solutions				Total
2015	$	113			$	209			$	322
2016	103				175				278
2017	93				139				232
2018	80				92				172
2019	69				74				143
Thereafter	186				168				354
	$	644			$	857			$	1,501

6. Restructuring

Aon Hewitt Restructuring Plan

On October 14, 2010, the Company announced a global restructuring plan ("Aon Hewitt Plan") in connection with the acquisition of Hewitt Associates, Inc. The Aon Hewitt Plan was intended to streamline operations across the combined Aon Hewitt organization. The Company incurred all remaining costs for the Aon Hewitt Plan and the plan was closed in the fourth quarter of 2013. For the year ended December 31, 2014, no charges were taken under the Aon Hewitt Plan. For year ended December 31, 2013, $174 million of restructuring expenses were charged, of which $94 million and $80 million were in the Risk Solutions segment and HR Solutions segment, respectively. For the year ended December 31, 2012, $98 million of restructuring expenses were charged, of which $32 million and $66 million were in the Risk Solutions segment and HR Solutions segment, respectively.

As of December 31, 2013, the remaining liabilities for the Company's restructuring plans were $166 million. During the year ended December 31, 2014, the Company made cash payments of $83 million, resulting in remaining restructuring liabilities of $76 million as of December 31, 2014. The remaining $7 million reduction is due to fluctuation in foreign exchange rates. The Company's unpaid restructuring liabilities are included in both Accounts payable and accrued liabilities and Other non-current liabilities in the Consolidated Statements of Financial Position.

7. Investments

The Company earns income on cash balances and investments, as well as on premium trust balances that the Company maintains for premiums collected from insureds but not yet remitted to insurance companies, and funds held under the terms of certain outsourcing agreements to pay certain obligations on behalf of clients. Premium trust balances and receivables, as well as a corresponding liability, are included in Fiduciary assets and Fiduciary liabilities in the accompanying Consolidated Statements of Financial Position.

The Company's interest-bearing assets and other investments are included in the following categories in the Consolidated Statements of Financial Position (in millions):

As of December 31	2014				2013
Cash and cash equivalents	$	374			$	477
Short-term investments	394				523
Fiduciary assets (1)	3,984				3,778
Investments	143				132
	$	4,895			$	4,910

(1)	Fiduciary assets include funds held on behalf of clients but does not include fiduciary receivables.

The Company's investments are as follows (in millions):

As of December 31	2014				2013
Equity method investments (2)	$	124			$	113
Other investments, at cost	12				10
Fixed-maturity securities	7				9
	$	143			$	132

(2)	The increase in equity method investments is primarily due to contributions to limited partnerships.

8. Debt

The following is a summary of outstanding debt (in millions):

As of December 31	2014				2013
2.875% Senior Notes due May 2026	$	605			$	—
3.50% Senior Notes due September 2015	599				599
5.00% Senior Notes due September 2020	599				599
3.50% Senior Notes due June 2024	597				—
4.60% Senior Notes due June 2044	549				—
8.205% Junior Subordinated Notes due January 2027	521				521
3.125% Senior Notes due May 2016	500				500
4.00% Senior Notes due November 2023	349				349
4.76% Senior Notes due March 2018	322				352
6.25% Senior Notes due September 2040	298				298
4.45% Senior Notes due May 2043	248				248
4.25% Senior Notes due December 2042	196				195
6.25% Senior Notes due July 2014	—				685
Commercial paper	168				—
Other	31				43
Total debt	5,582				4,389
Less short-term and current portion of long-term debt	783				703
Total long-term debt	$	4,799			$	3,686

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 ($792 million based on exchange rates at December 31, 2014) 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 December 31, 2014, Aon plc had no borrowings under, and was in compliance with these financial covenants and all other covenants contained in, the 2015 Facility and 2017 Facility.

Debt Issuances

On August 12, 2014, Aon plc issued $350 million of 3.50% Senior Notes due June 2024. The 3.50% Notes due 2024 constitute a further issuance of, and were consolidated to form a single series of debt securities with, the $250 million of 3.50% Notes due June 2024 that was issued by Aon plc on May 20, 2014 concurrently with Aon plc's issuance of $550 million of 4.60% Notes due June 2044. Aon plc used the proceeds for working capital and general corporate purposes.

On May 7, 2014, Aon plc issued €500 million of 2.875% Senior Notes due May 2026. Aon plc used the proceeds of the issuance for, among other purposes, the repayment at maturity of Aon plc's then outstanding €500 million of 6.25% Notes due July 2014.

On November 21, 2013, Aon plc issued $350 million in aggregate principal amount of 4.00% Senior Notes due 2023. Aon plc used the proceeds to repay commercial paper borrowings and for general corporate purposes.

On May 21, 2013, Aon plc issued $250 million in aggregate principal amount of 4.45% Senior Notes due 2043. Aon plc used the proceeds to repay commercial paper borrowings and for general corporate purposes.

On April 15, 2013, Aon plc issued $256 million in aggregate principal amount of 4.250% Senior Notes due 2042 in exchange on a registered basis for $90 million in aggregate principal amount of 4.250% Senior Notes due 2042 that were issued by Aon plc on March 8, 2013 and $166 million aggregate principal amount of the 4.250% Senior Notes due 2042 that were issued by Aon plc on December 12, 2012. Aon plc used the proceeds of the December 12, 2012 issuance of 4.25% Senior Notes due 2042 for, among other purposes, to retire a portion of the 8.205% Junior Subordinated Notes due January 2027.

Each of the notes described above is fully and unconditionally guaranteed by Aon Corporation. The 3.50% Senior Notes due 2015, 5.00% Senior Notes due 2020, 3.125% Senior Notes due 2016 and 8.205% Junior Subordinated Notes due January 2027 identified in the table above were issued by Aon Corporation and are fully and unconditionally guaranteed by Aon plc. The 4.76% Senior Notes due March 2018 identified in the table above were issued by a Canadian subsidiary of Aon Corporation and are fully and unconditionally guaranteed by Aon plc and Aon Corporation. Each of the notes described above and identified in the table above contains customary representations, warranties and covenants, and we were in compliance with all such covenants as of December 31, 2014.

During the year ended December 31, 2014, Aon Corporation's $600 million 3.50% Senior Notes due September 2015 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statements of Financial Position as the date of maturity is less than one year.

Commercial Paper

Aon Corporation 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 which 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 $168 million commercial paper outstanding at December 31, 2014, which was included in Short-term debt in the Company's Consolidated Statements of Financial Position, and no commercial paper outstanding at December 31, 2013. The weighted average commercial paper outstanding for 2014 and 2013 was $308 million and $339 million, respectively. The weighted average interest rate of the commercial paper outstanding during both 2014 and 2013 was 0.35%.

Repayments of total debt are as follows (in millions):

2015	$	783
2016	511
2017	3
2018	323
2019	—
Thereafter	3,962
	$	5,582

9. Lease Commitments

The Company leases office facilities, equipment and automobiles under non-cancelable operating leases. These leases expire at various dates and may contain renewal and expansion options. In addition to base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. The Company's lease obligations are primarily for the use of office space.

In November 2011, the Company entered into an agreement to lease 190,000 square feet in a building to be constructed at 122 Leadenhall in London, United Kingdom. In August 2014, upon practical completion of the construction, the Company entered into the leases. Aon expects to move into the new building in 2015 when it exercises an early break option at the Devonshire Square location.

Rental expenses (including amounts applicable to taxes, insurance and maintenance) for operating leases are as follows (in millions):

Years ended December 31	2014				2013				2012
Rental expense	$	455			$	520			$	536
Sub lease rental income	75				77				72
Net rental expense	$	380			$	443			$	464

At December 31, 2014, future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, net of sublease rental income, are as follows (in millions):

2015	$	362
2016	333
2017	297
2018	270
2019	240
Thereafter	876
Total minimum payments required	$	2,378

10. Income Taxes

Income before income tax and the provision for income tax consist of the following (in millions):

Years ended December 31	2014				2013				2012
Income before income taxes:
U.K.	$	347			$	96			$	36
U.S.	(55		)		349				468
Other	1,473				1,093				876
Total	$	1,765			$	1,538			$	1,380
Income tax expense (benefit):
Current:
U.K.	$	1			$	(18	)		$	(10	)
U.S. federal	156				111				170
U.S. state and local	75				52				57
Other	236				259				238
Total current tax expense	$	468			$	404			$	455
Deferred tax expense (benefit):
U.K.	$	38			$	43			$	46
U.S. federal	(133		)		(48		)		(83		)
U.S. state and local	(24		)		10				(10		)
Other	(15		)		(19		)		(48		)
Total deferred tax benefit	$	(134	)		$	(14	)		$	(95	)
Total income tax expense	$	334			$	390			$	360

Income before income taxes shown above is based on the location of the business unit to which such earnings are attributable for tax purposes. In addition, because the earnings shown above may in some cases be subject to taxation in more than one country, the income tax provision shown above as U.K., U.S. or Other may not correspond to the geographic attribution of the earnings.

A reconciliation of the income tax provisions based on the Company's domicile and statutory rate at each reporting period is performed. The 2014, 2013 and 2012 reconciliations are based on the U.K. statutory corporate tax rate of 21.5%, 23%, and 24%, respectively. The reconciliation to the provisions reflected in the Consolidated Financial Statements is as follows:

Years ended December 31	2014		2013		2012
Statutory tax rate	21.5%		23.0%		24.0%
U.S. state income taxes, net of U.S. federal benefit	1.5		2.6		2.2
Taxes on international operations (1)	(8.9)		(4.4)		0.6
Nondeductible expenses	1.7		1.4		2.0
Adjustments to prior year tax requirements	0.9		0.1		(1.3)
Deferred tax adjustments, including statutory rate changes	(0.7)		1.4		0.7
Deferred tax adjustments, international earnings	1.0		3.3		—
Adjustments to valuation allowances	0.6		(1.7)		(5.6)
Change in uncertain tax positions	1.7		(0.3)		3.1
Other — net	(0.4)		—		0.4
Effective tax rate	18.9%		25.4%		26.1%

(1)

The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 21.5%, 23% and 24% at December 31, 2014, 2013 and 2012, respectively. In 2014 and 2013, the benefit to the Company's effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures.

The components of the Company's deferred tax assets and liabilities are as follows (in millions):

As of December 31	2014				2013
Deferred tax assets:
Employee benefit plans	$	739			$	623
Net operating/capital loss and tax credit carryforwards	295				354
Other accrued expenses	44				48
Investment basis differences	45				50
Accrued interest	303				94
Other	46				58
Total	1,472				1,227
Valuation allowance on deferred tax assets	(205		)		(127		)
Total	$	1,267			$	1,100
Deferred tax liabilities:
Intangibles and property, plant and equipment	$	(1,058	)		$	(1,074	)
Unremitted earnings	(28		)		(51		)
Deferred revenue	(28		)		(27		)
Other accrued expenses	(40		)		(39		)
Unrealized investment gains	(8		)		—
Unrealized foreign exchange gains	(44		)		(27		)
Other	(20		)		(64		)
Total	$	(1,226	)		$	(1,282	)
Net deferred tax asset (liability)	$	41			$	(182	)

Deferred income taxes (assets and liabilities have been netted by jurisdiction) have been classified in the Consolidated Statements of Financial Position as follows (in millions):

As of December 31,	2014				2013
Deferred tax assets — current (1)	$	212			$	93
Deferred tax assets — non-current	144				193
Deferred tax liabilities — current (1)	(2		)		(48		)
Deferred tax liabilities — non-current	(313		)		(420		)
Net deferred tax asset (liability)	$	41			$	(182	)

(1)	Included in Other current assets and Other current liabilities.

Valuation allowances have been established primarily with regard to the tax benefits of certain net operating loss, capital loss and interest expense carryforwards. Valuation allowances increased by $78 million in 2014, primarily attributable to increases in the valuation allowance related to capital loss and interest expense carryforwards.

The Company recognized, as an adjustment to additional paid-in-capital, income tax benefits attributable to employee stock compensation of $89 million, $74 million and $33 million in 2014, 2013 and 2012, respectively.

During 2014 the Company changed its assertion on a portion of undistributed earnings and U.S. deferred income taxes of $28 million were accrued. Undistributed earnings of non-U.S. entities were approximately $2.2 billion at December 31, 2014. U.S. income taxes have not been provided on these undistributed earnings because they are considered to be permanently invested in those subsidiaries. It is not practicable to estimate the amount of unrecognized deferred tax liabilities, if any, for these undistributed foreign earnings.

At December 31, 2014 and 2013, the Company had U.K. operating loss carryforwards of $154 million and $660 million and capital loss carryforwards of $380 million and $270 million, respectively. In addition, at December 31, 2014 and 2013, the Company had U.S. federal operating loss carryforwards of $18 million and $25 million, and U.S. state operating loss carryforwards of $451 million and $412 million, respectively. In other non-U.S. jurisdictions, the Company had operating loss carryforwards of $325 million and $287 million and capital loss carryforwards of $223 million and $86 million as of December 31, 2014 and 2013, respectively. The UK operating losses and capital losses have an indefinite carryforward. The federal operating loss carryforwards as of December 31, 2014 expire at various dates from 2020 to 2030 and the state operating loss carryforwards as of December 31, 2014 expire at various dates from 2015 to 2034. Operating and capital losses, in other non-U.S. jurisdictions have various carryforward periods and will begin to expire in 2015.

During 2012, the Company was granted a tax holiday for the period from October 1, 2012 through September 30, 2022, with respect to withholding taxes and certain income derived from services in Singapore. This tax holiday and reduced withholding tax rate may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The benefit realized was approximately $7 million and $3 million during the years ended December 31, 2014 and 2013, respectively. No benefit was realized for the year ended December 31, 2012. The diluted earnings per share impact of this tax holiday was $0.02, $0.01, and $0.00 during the years ended December 31, 2014, 2013, and 2012, respectively.

Uncertain Tax Positions

The following is a reconciliation of the Company's beginning and ending amount of uncertain tax positions (in millions):

	2014				2013
Balance at January 1	$	164			$	156
Additions based on tax positions related to the current year	31				22
Additions for tax positions of prior years	10				69
Reductions for tax positions of prior years	(6		)		(70		)
Settlements	—				(10		)
Business combinations	5				—
Lapse of statute of limitations	(11		)		(3		)
Foreign currency translation	(2		)		—
Balance at December 31	$	191			$	164

The Company's liability for uncertain tax positions as of December 31, 2014, 2013, and 2012, includes $154 million, $141 million, and $156 million, respectively, related to amounts that would impact the effective tax rate if recognized. It is possible that the amount of unrecognized tax benefits may change in the next twelve months; however, we do not expect the change to have a significant impact on our consolidated statements of income or consolidated balance sheets. These changes may be the result of settlements of ongoing audits. At this time, an estimate of the range of the reasonably possible outcomes within the twelve months cannot be made.

The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. Aon accrued potential interest and penalties of $4 million, $2 million, and $6 million in 2014, 2013, and 2012, respectively. The Company recorded a liability for interest and penalties of $31 million, $27 million, and $23 million as of December 31, 2014, 2013, and 2012, respectively.

The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2005. The Company has concluded income tax examinations in its primary non-U.S. jurisdictions through 2005.

11. Shareholders' Equity

Redomestication

Prior to the Redomestication, the Company accounted for purchases of its outstanding common stock using the treasury share method permitted under U.S. GAAP. Under this method, the Company recorded purchases of its own outstanding common stock as a reduction to Additional paid-in capital based on the cost of the shares acquired. Under U.K. law, when the Company repurchases its outstanding shares, those shares are treated as cancelled. In April 2012, the Company constructively cancelled 60 million shares of treasury stock related to the Redomestication. The impact of the cancellation of all outstanding treasury shares was a decrease in Ordinary shares and Retained earnings of $60 million and $2.4 billion, respectively. The balance of Treasury stock at cost of $2.5 billion was also eliminated as part of the cancellation. Additionally, effective upon the completion of the Redomestication, the par value of Aon's outstanding equity shares decreased from $1.00 to $0.01. The impact of this change was a decrease in Ordinary shares of $323 million, and an increase in Additional paid-in capital of $323 million.

As a U.K. incorporated company, the Company is required under U.K. law 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 and, amongst other methods, through a reduction in share capital approved by the English Companies Court. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). As of December 31, 2014 and 2013, the Company had distributable reserves in excess of $4.0 billion and $5.9 billion, respectively.

Ordinary Shares

In January 2010, the Company's Board of Directors authorized a share repurchase program under which up to $2 billion of common stock may be repurchased ("2010 Stock Repurchase Plan"). Shares could be repurchased through the open market or in privately negotiated transactions, including structured repurchase programs, from time to time, based on prevailing market conditions, and were to be funded from available capital. Any repurchased shares were to be available for employee stock plans and for other corporate purposes.

The 2010 Stock Repurchase Program, which related to common stock of Aon Corporation and preceded the Redomestication, did not extend to shares of Aon plc. In April 2012, the Company's Board of Directors therefore 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 2014, the Company repurchased 25.8 million shares at an average price per share of $87.18 for a total cost of $2.3 billion under the 2012 Share Repurchase Plan. During 2013, the Company repurchased 16.8 million shares at an average price per share of $65.65 for a total cost of $1.1 billion under the 2012 Share Repurchase Plan. The remaining authorized amount for share repurchase under the 2012 Share Repurchase Program and 2014 Share Repurchase Program is $5.6 billion. Since the program's inception in 2012, the Company repurchased a total of 62.1 million shares for an aggregate cost of $4.4 billion.

Participating Securities

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities, as defined, and therefore, should be included in computing basic and diluted earnings per share using the two class method. Certain of the Company's restricted share awards allow the holder to receive a non-forfeitable dividend equivalent.

Net income, attributable to participating securities was $12 million, $11 million, and $11 million for the years ended December 31, 2014, 2013, and 2012, respectively.

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

	Year ended December 31,
	2014			2013			2012
Shares for basic earnings per share (1)	295.5			311.4			328.5
Common stock equivalents	4.1			4.0			4.1
Shares for diluted earnings per share	299.6			315.4			332.6

(1)	Includes 3.0 million, 3.9 million and 4.7 million shares of participating securities for the years ended December 31, 2014, 2013, and 2012 respectively.

Certain ordinary share equivalents may not be included in the computation of diluted net income per share because their inclusion would have been antidilutive. The number of shares excluded from the calculation was 0.0 million in 2014, 0.0 million in 2013 and 0.2 million in 2012.

Dividends

During 2014, 2013, and 2012, the Company paid dividends on its Class A Ordinary Shares of $273 million, $212 million, and $204 million, respectively. Dividends paid per Class A Ordinary Share were $0.92, $0.68 and $0.62 for the years ended December 31, 2014, 2013, and 2012 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 January 1, 2012	$	—			$	(37	)		$	124			$	(2,457	)		$	(2,370	)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	—				(19		)		109				(598		)		(508		)
Tax benefit	—				7				—				164				171
Other comprehensive loss before reclassifications, net	—				(12		)		109				(434		)		(337		)
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	—				33				—				110				143
Tax benefit	—				(12		)		—				(34		)		(46		)
Amounts reclassified from accumulated other comprehensive loss, net	—				21				—				76				97
Net current period other comprehensive (loss) income	—				9				109				(358		)		(240		)
Balance at December 31, 2012	—				(28		)		233				(2,815		)		(2,610		)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	27				(12		)		(65		)		336				286
Tax benefit	(13		)		5				1				(136		)		(143		)
Other comprehensive loss before reclassifications, net	14				(7		)		(64		)		200				143
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	(20		)		21				—				131				132
Tax benefit	7				(8		)		—				(38		)		(39		)
Amounts reclassified from accumulated other comprehensive loss, net	(13		)		13				—				93				93
Net current period other comprehensive (loss) income	1				6				(64		)		293				236
Balance at December 31, 2013	1				(22		)		169				(2,522		)		(2,374		)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	(2		)		(11		)		(492		)		(563		)		(1,068		)
Tax benefit	1				3				(12		)		229				221
Other comprehensive loss before reclassifications, net	(1		)		(8		)		(504		)		(334		)		(847		)
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	—				20				—				106				126
Tax benefit	—				(7		)		—				(32		)		(39		)
Amounts reclassified from accumulated other comprehensive loss, net	—				13				—				74				87
Net current period other comprehensive (loss) income	(1		)		5				(504		)		(260		)		(760		)
Balance at December 31, 2014	$	—			$	(17	)		$	(335	)		$	(2,782	)		$	(3,134	)

---

(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

12. Employee Benefits

Defined Contribution Savings Plans

Aon maintains defined contribution savings plans for the benefit of its U.S, U.K, Netherlands and Canada employees. The expense recognized for these plans is included in Compensation and benefits in the Consolidated Statements of Income, as follows (in millions):

Years ended December 31	2014				2013				2012
U.S.	$	123			$	123			$	115
U.K.	42				45				41
Other (1)	30				18				13
	$	195			$	186			$	169

(1) Other includes the Netherlands and Canada

Pension and Other Post-retirement Benefits

The Company sponsors defined benefit pension and post-retirement health and welfare plans that provide retirement, medical, and life insurance benefits. The post-retirement healthcare plans are contributory, with retiree contributions adjusted annually, and the life insurance and pension plans are generally noncontributory. The significant U.S, U.K, Netherlands and Canadian pension plans are closed to new entrants.

Pension Plans

The following tables provide a reconciliation of the changes in the projected benefit obligations and fair value of assets for the years ended December 31, 2014 and 2013 and a statement of the funded status as of December 31, 2014 and 2013, for the material U.K. plans, U.S. plans and other plans, which are located in the Netherlands and Canada. These plans represent approximately 93% of the Company's projected benefit obligations.

	U.K.								U.S.								Other
(millions)	2014				2013				2014				2013				2014				2013
Change in projected benefit obligation
At January 1	$	5,106			$	4,944			$	2,744			$	2,884			$	1,252			$	1,323
Service cost	1				1				2				7				—				18
Interest cost	230				210				129				114				47				45
Participant contributions	—				—				—				—				—				1
Plan amendment	—				—				—				12				—				—
Curtailments	—				—				—				—				(16		)		(1		)
Plan transfer and acquisitions	—				—				13				115				—				—
Actuarial loss (gain)	(211		)		145				265				17				(5		)		1
Benefit payments	(192		)		(186		)		(130		)		(128		)		(51		)		(44		)
Actual expenses	—				—				—				—				(2		)		(1		)
Change in discount rate	902				(95		)		327				(277		)		324				(85		)
Foreign currency impact	(307		)		87				—				—				(150		)		(5		)
At December 31	$	5,529			$	5,106			$	3,350			$	2,744			$	1,399			$	1,252
Accumulated benefit obligation at end of year	$	5,529			$	5,106			$	3,350			$	2,744			$	1,316			$	1,177
Change in fair value of plan assets
At January 1	$	5,398			$	4,860			$	1,855			$	1,631			$	1,061			$	1,009
Actual return on plan assets	1,199				304				190				199				253				34
Participant contributions	—				—				—				—				—				1
Employer contributions	166				316				121				153				28				55
Plan transfer and acquisitions	—				—				—				—				—				—
Benefit payments	(192		)		(186		)		(130		)		(128		)		(51		)		(44		)
Actual Expenses	—				—				—				—				(2		)		(1		)
Foreign currency impact	(347		)		104				—				—				(128		)		7
At December 31	$	6,224			$	5,398			$	2,036			$	1,855			$	1,161			$	1,061
Market related value at end of year	$	6,224			$	5,398			$	1,950			$	1,765			$	1,161			$	1,061
Amount recognized in Statement of Financial Position at December 31
Funded status	$	695			$	292			$	(1,314	)		$	(889	)		$	(238	)		$	(191	)
Unrecognized prior-service cost	22				24				11				12				3				3
Unrecognized loss	1,687				2,012				1,737				1,219				456				402
Net amount recognized	$	2,404			$	2,328			$	434			$	342			$	221			$	214

Amounts recognized in the Consolidated Statements of Financial Position consist of (in millions):

	U.K.								U.S.								Other
	2014				2013				2014				2013				2014				2013
Prepaid benefit cost (1)	$	918			$	549			$	—			$	—			$	—			$	1
Accrued benefit liability (2)	(223		)		(257		)		(1,314		)		(889		)		(238		)		(192		)
Accumulated other comprehensive loss	1,709				2,036				1,748				1,231				459				405
Net amount recognized	$	2,404			$	2,328			$	434			$	342			$	221			$	214

(1)	Included in Other non-current assets

(2)	Included in Pension, other post retirement, and post employment liabilities

Amounts recognized in Accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2014 and 2013 consist of (in millions):

	U.K.								U.S.								Other
	2014				2013				2014				2013				2014				2013
Net loss	$	1,687			$	2,012			$	1,737			$	1,219			$	456			$	402
Prior service cost	22				24				11				12				3				3
	$	1,709			$	2,036			$	1,748			$	1,231			$	459			$	405

In 2014, U.S. plans with a projected benefit obligation ("PBO") and an accumulated benefit obligation ("ABO") in excess of the fair value of plan assets had a PBO of $3.3 billion, an ABO of $3.3 billion, and plan assets of $2.0 billion. U.K. plans with a PBO in excess of the fair value of plan assets had a PBO of $1.3 billion and plan assets with a fair value of $1.1 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.3 billion and plan assets with a fair value of $1.1 billion. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.4 billion and plan assets with a fair value of $1.2 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.3 billion and plan assets with a fair value of $1.2 billion.

In 2013, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $2.7 billion, an ABO of $2.7 billion, and plan assets of $1.9 billion. U.K. plans with a PBO in excess of the fair value of plan assets had a PBO of $1.2 billion and plan assets with a fair value of $1.0 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.2 billion and plan assets with a fair value of $1.0 billion. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.2 billion and plan assets with a fair value of $1.0 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $0.4 billion and plan assets with a fair value of $0.3 billion.

The following table provides the components of net periodic benefit cost for the plans (in millions):

	U.K.												U.S.												Other
	2014				2013				2012				2014				2013				2012				2014				2013				2012
Service cost	$	1			$	1			$	1			$	2			$	7			$	—			$	—			$	18			$	14
Interest cost	230				210				217				129				114				119				47				45				48
Expected return on plan assets	(326		)		(302		)		(274		)		(157		)		(139		)		(127		)		(59		)		(59		)		(49		)
Amortization of prior-service cost	1				1				1				2				—				—				—				—				—
Amortization of net actuarial loss	52				49				43				42				52				43				10				23				17
Curtailment loss (gain) and other	—				—				—				—				—				—				(2		)		—				—
Net periodic benefit cost	$	(42	)		$	(41	)		$	(12	)		$	18			$	34			$	35			$	(4	)		$	27			$	30

The weighted-average assumptions used to determine future benefit obligations are as follows:

	U.K.				U.S.				Other
	2014		2013		2014		2013		2014		2013
Discount rate	3.70%		4.55%		3.37-4.08%		3.97-4.87%		2.03-3.91%		3.60 - 4.71%
Rate of compensation increase	3.35-4.05%		3.70 - 4.40%		N/A		N/A		2.25-3.50%		2.25 - 3.50%
Underlying price inflation	1.95%		2.4%		N/A		N/A		2.00-2.50%		1.50 - 2.50%

The weighted-average assumptions used to determine the net periodic benefit cost are as follows:

	U.K.						U.S.						Other
	2014		2013		2012		2014		2013		2012		2014		2013		2012
Discount rate	4.55%		4.45%		4.80%		3.97- 4.87%		3.73 - 4.05%		4.33 – 4.60%		3.60- 4.71%		3.25 - 3.89%		4.40 - 4.94%
Expected return on plan assets	6.00%		6.30%		6.30%		8.80%		8.80%		8.80%		4.70 - 6.50%		4.60 - 6.50%		4.90 - 6.75%
Rate of compensation increase	3.70- 4.40%		3.25 - 3.85%		3.55%		NA		N/A		N/A		2.25- 3.50%		2.25 - 3.50%		2.25 - 3.50%

The amounts in Accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2015 are $56 million in the U.S. and $54 million outside the U.S.

Expected Return on Plan Assets

To determine the expected long-term rate of return on plan assets, the historical performance, investment community forecasts and current market conditions are analyzed to develop expected returns for each asset class used by the plans. The expected returns for each asset class are weighted by the target allocations of the plans. The expected return on plan assets in the U.S. of 8.8% reflects a portfolio that is seeking asset growth through a higher equity allocation while maintaining prudent risk levels. The portfolio contains certain assets that have historically resulted in higher returns and other financial instruments to minimize downside risk.

No plan assets are expected to be returned to the Company during 2015.

Fair value of plan assets

The Company determined the fair value of plan assets through numerous procedures based on the asset class and available information. See Note 15 "Fair Value Measurements and Financial Instruments" for a description of the procedures performed to determine the fair value of the plan assets.

The fair values of the Company's U.S. pension plan assets at December 31, 2014 and December 31, 2013, by asset category, are as follows (in millions):

					Fair Value Measurements Using
Asset Category	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)
Cash and cash equivalents (1)	$	68			$	68							$	—
Equity investments: (2)
Large cap domestic	329				329				—				—
Small cap domestic	85				22				63				—
Large cap international	258				114				144				—
Equity derivatives	285				209				76				—
Fixed income investments: (3)
Corporate bonds	503				—				151				352
Government and agency bonds	109				29				80				—
Asset-backed securities	20				—				20				—
Fixed income derivatives	49								49				—
Other investments:
Alternative investments (4)	272				—				—				272
Commodity derivatives (5)	(8		)		—				(8		)		—
Real estate and REITS (6)	66				66				—				—
Total	$	2,036			$	837			$	575			$	624

(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options on a commodity index.

(6)	Consists of exchange traded REITS.

					Fair Value Measurements Using
Asset Category	Balance at December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	53			$	53			$	—			$	—
Equity investments: (2)
Large cap domestic	303				303				—				—
Small cap domestic	66				5				61				—
Large cap international	212				66				146				—
Equity derivatives	361				146				215				—
Fixed income investments: (3)
Corporate bonds	395				—				395				—
Government and agency bonds	96				—				96				—
Asset-backed securities	25				—				25				—
Fixed income derivatives	13				—				13				—
Other investments:
Alternative investments (4)	266				—				—				266
Commodity derivatives (5)	14				—				14				—
Real estate and REITS (6)	51				51				—				—
Total	$	1,855			$	624			$	965			$	266

(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options on a commodity index.

(6)	Consists of exchange traded REITS.

The following table presents the changes in the Level 3 fair-value category in the Company's U.S. pension plans for the years ended December 31, 2014 and December 31, 2013 (in millions):

	Fair Value Measurement Using Level 3 Inputs
Balance at January 1, 2013	$	262
Actual return on plan assets:
Relating to assets still held at December 31, 2013	26
Relating to assets sold during 2013	4
Purchases, sales and settlements—net	(26		)
Transfer in/(out) of Level 3	—
Balance at December 31, 2013	266
Actual return on plan assets:
Relating to assets still held at December 31, 2014	32
Relating to assets sold during 2014	5
Purchases, sales and settlements—net	321
Transfer in/(out) of Level 3	—
Balance at December 31, 2014	$	624

The fair values of the Company's major U.K. pension plan assets at December 31, 2014 and December 31, 2013, by asset category, are as follows (in millions):

					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)
Cash and cash equivalents	$	224			$	224			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	203								203				—
Europe	16				—				16				—
Equity securities — global (2)	127				127				—				—
Derivatives (2)	—				—				—				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	279								279				—
Fixed income securities (3)	3,292				3,292								—
Annuities	836				—				—				836
Derivatives (3)	233				—				233				—
Other investments:
Pooled funds: (1)
Real estate (4)	39				—				—				39
Alternative investments (5)	968				—				—				968
Real estate	7												7
Total	$	6,224			$	3,643			$	731			$	1,850

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

					Fair Value Measurements Using
	Balance at December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	555			$	555			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	668				—				668				—
Europe	155				—				155				—
Equity securities — global (2)	171				171				—				—
Derivatives (2)	31				—				31				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	500				—				500				—
Fixed income securities (3)	2,043				2,043				—				—
Annuities	564				—				—				564
Derivatives (3)	142				—				142				—
Other investments:
Pooled funds: (1)
Real estate (4)	23				—				—				23
Alternative investments (5)	546				—				—				546
Total	$	5,398			$	2,769			$	1,496			$	1,133

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

The following table presents the changes in the Level 3 fair-value category in the Company's U.K. pension plans for the years ended December 31, 2014 and December 31, 2013 (in millions):

	Fair Value Measurements Using Level 3 Inputs
	Annuities				Real Estate				Alternative Investments				Total
Balance at January 1, 2013	$	568			$	70			$	446			$	1,084
Actual return on plan assets:
Relating to assets still held at December 31, 2013	(13		)		1				32				20
Relating to assets sold during 2013	—				3				5				8
Purchases, sales and settlements—net	—				(50		)		51				1
Transfers in/(out) of Level 3	—				—				—				—
Foreign exchange	9				(1		)		12				20
Balance at December 31, 2013	564				23				546				1,133
Actual return on plan assets:
Relating to assets still held at December 31, 2014	(13		)		3				319				309
Relating to assets sold during 2014	—				1				5				6
Purchases, sales and settlements—net	333				21				359				713
Transfers in/(out) of Level 3	—				—				(206		)		(206		)
Foreign exchange	(48		)		(2		)		(55		)		(105		)
Balance at December 31, 2014	$	836			$	46			$	968			$	1,850

The fair values of the Company's major other pension plan assets at December 31, 2014 and December 31, 2013, by asset category, are as follows (in millions):

					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)
Cash and cash equivalents	$	12			$	12			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	295				—				295				—
North America	42				—				42				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	629				—				629				—
Derivatives	18				—				18				—
Fixed income securities (2)	35				—				35				—
Derivatives (2)	74				—				74				—
Other investments:
Pooled funds: (1)
Commodities	21				—				21				—
REITS	3				—				3				—
Alternative investments (4)	8				—				—				8
Derivatives	24				—				24				—
Total	$	1,161			$	12			$	1,141			$	8

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

					Fair Value Measurements Using
	Balance at December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	11			$	11			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	318				—				318				—
North America	52				—				52				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	509				—				509				—
Derivatives	20				—				20				—
Fixed income securities (2)	61				—				61				—
Derivatives (2)	14				—				14				—
Other investments:
Pooled funds: (1)
Commodities	32				—				32				—
REITS	5				—				5				—
Real estate (3)	17				—				—				17
Alternative investments (4)	8				—				—				8
Derivatives	14				—				14				—
Total	$	1,061			$	11			$	1,025			$	25

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

The following table presents the changes in the Level 3 fair-value category in the Company's other pension plans for the years ended December 31, 2014 and December 31, 2013 (in millions):

	Fair Value Measurements Using Level 3 Inputs
	Real Estate				Alternative Investments				Total
Balance at January 1, 2013	$	17			$	11			$	28
Actual return on plan assets:
Relating to assets still held at December 31, 2013	(1		)		1				—
Relating to assets sold during 2013	—				1				1
Purchases, sales and settlements—net	—				(4		)		(4		)
Transfers in/(out) of Level 3	—				—				—
Foreign exchange	1				(1		)		—
Balance at December 31, 2013	17				8				25
Actual return on plan assets:
Relating to assets still held at December 31, 2014	—				1				1
Relating to assets sold during 2014	—				—				—
Purchases, sales and settlements—net	(17		)		—				(17		)
Transfers in/(out) of Level 3	—				—				—
Foreign exchange	—				(1		)		(1		)
Balance at December 31, 2014	$	—			$	8			$	8

Investment Policy and Strategy

The U.S. investment policy, as established by the Aon Retirement Plan Governance and Investment Committee ("RPGIC"), seeks reasonable asset growth at prudent risk levels within target allocations, which are 49% equity investments, 30% fixed income investments, and 21% other investments. Aon believes that plan assets are well-diversified and are of appropriate quality. The investment portfolio asset allocation is reviewed quarterly and re-balanced to be within policy target allocations. The investment policy is reviewed at least annually and revised, as deemed appropriate by the RPGIC. The investment policies for international plans are generally established by the local pension plan trustees and seek to maintain the plans' ability to meet liabilities and to comply with local minimum funding requirements. Plan assets are invested in diversified portfolios that provide adequate levels of return at an acceptable level of risk. The investment policies are reviewed at least annually and revised, as deemed appropriate to ensure that the objectives are being met. At December 31, 2014, the weighted average targeted allocation for the U.K. and non-U.S. plans was 21% for equity investments and 79% for fixed income investments.

Cash Flows

Contributions

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.

Estimated Future Benefit Payments

Estimated future benefit payments for plans are as follows at December 31, 2014 (in millions):

		U.K.				U.S.				Other
2015		$	136			$	155			$	44
2016		145				163				46
2017		153				171				47
2018		161				182				48
2019		174				180				49
2020 – 2024		1,043				932				263

U.S. and Canadian Other Post-Retirement Benefits

The following table provides an overview of the accumulated projected benefit obligation, fair value of plan assets, funded status and net amount recognized as of December 31, 2014 and 2013 for the Company's other significant post-retirement benefit plans located in the U.S. and Canada (in millions):

	2014				2013
Accumulated projected benefit obligation	$	116			$	118
Fair value of plan assets	19				20
Funded status	(97		)		(98		)
Unrecognized prior-service credit	(4		)		(9		)
Unrecognized loss	15				18
Net amount recognized	$	(86	)		$	(89	)

Other information related to the Company's other post-retirement benefit plans are as follows:

	2014		2013		2012
Net periodic benefit cost recognized (millions)	$3		$4		$1
Weighted-average discount rate used to determine future benefit obligations	3.83 - 4.08		4.44 - 4.95		3.67 - 4.00
Weighted-average discount rate used to determine net periodic benefit costs	4.44 - 4.95		3.67 - 4.00		4.33 - 5.00

Amounts recognized in Accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2014 are $15 million and $4 million of net loss and prior service credit, respectively. The amount in Accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2015 is $0.5 million and $1 million of net loss and prior service credit, respectively.

Based on current assumptions, the Company expects:

•	To contribute $5 million to fund significant other post-retirement benefit plans during 2015.

•	Estimated future benefit payments will be approximately $6 million each year for 2015 through 2019, and $33 million in aggregate for 2020-2024.

The accumulated post-retirement benefit obligation is increased by $6 million and decreased by $6 million by a respective 1% increase or decrease to the assumed health care trend rate. The service cost and interest cost components of net periodic benefits cost is increased by $0.6 million and decreased by $0.6 million by a respective 1% increase or decrease to the assumed healthcare trend rate.

For most of the participants in the U.S. plan, Aon's liability for future plan cost increases for pre-65 and Medical Supplement plan coverage is limited to 5% per annum. Although the net employer trend rates range from 7% to 4% per year, because of this cap, these plans are effectively limited to 4% per year in the future. During 2012, Aon recognized a plan amendment that phases out post-retirement coverage in its U.S. plan over the next two years. The amendment resulted in recognition of prior service credits of $5 million in 2012 in net periodic benefit cost. The impact of this amendment also resulted in a new prior service credit of $10 million which will impact net periodic benefit cost in future periods as it is recognized over the average remaining service life of the employees.

13. Share-Based Compensation Plans

The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):

Years ended December 31	2014				2013				2012
Restricted share units ("RSUs")	$	187			$	174			$	154
Performance share awards ("PSAs")	132				117				46
Share options	—				2				5
Employee share purchase plans	9				7				7
Total share-based compensation expense	328				300				212
Tax benefit	94				81				62
Share-based compensation expense, net of tax	$	234			$	219			$	150

Restricted Share Units

RSUs generally vest between three and five years. The fair value of RSUs is based upon the market value of the Aon ordinary shares at the date of grant. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.

A summary of the status of the Company's RSUs is as follows (shares in thousands):

	2014							2013							2012
Years ended December 31	Shares			Fair Value (1)				Shares			Fair Value (1)				Shares			Fair Value (1)
Non-vested at beginning of year	9,759			$	51			10,432			$	44			9,916			$	42
Granted	2,844			84				3,714			62				5,113			46
Vested	(3,732	)		49				(3,945	)		44				(3,958	)		42
Forfeited	(490	)		58				(442	)		47				(639	)		44
Non-vested at end of year	8,381			63				9,759			51				10,432			44

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

The fair value of RSUs that vested during 2014, 2013 and 2012 was $183 million, $172 million and $180 million, respectively.

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

	2014				2013				2012
Target PSAs granted	816				1,135				1,369
Fair value (1)	$	81			$	58			$	47
Number of shares that would be issued based on current performance levels	1,201				2,197				2,644
Unamortized expense, based on current performance levels	$	70			$	45			$	—

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

During 2014, the Company issued approximately 0.8 million shares in connection with the 2011 Leadership Performance Plan ("LPP") cycle and 0.2 million shares related to other performance plans. During 2013, the Company issued approximately 0.6 million shares in connection with the 2010 LPP cycle and 0.1 million shares related to other performance plans. During 2012, the Company issued approximately 0.9 million shares in connection with the 2009 LPP cycle and 0.4 million shares related to other performance plans.

Share Options

In prior periods, options to purchase ordinary shares were granted to certain employees at fair value on the date of grant. Commencing in 2010, the Company ceased granting new share options with the exception of historical contractual commitments. Generally, employees are required to complete two continuous years of service before the options begin to vest in increments until the completion of a four-year period of continuous employment, although a number of options were granted that require five continuous years of service before the options are fully vested. Options issued under the LPP program vest ratably over three years with a six-year term. The maximum contractual term on share options is ten years from the date of grant. The Company did not grant any share options for the years ended December 31, 2014, 2013 and 2012.

A summary of the status of the Company's share options and related information is as follows (shares in thousands):

Years ended December 31	2014							2013							2012
	Shares			Weighted-Average Exercise Price Per Share				Shares			Weighted-Average Exercise Price Per Share				Shares			Weighted-Average Exercise Price Per Share
Beginning outstanding	3,462			$	32			5,611			$	32			9,116			$	32
Granted	—			—				—			—				—			—
Exercised	(1,155	)		33				(2,116	)		32				(3,413	)		31
Forfeited and expired	(7	)		37				(33	)		34				(92	)		37
Outstanding at end of year	2,300			32				3,462			32				5,611			32
Exercisable at end of year	2,273			32				3,270			32				5,117			31
Shares available for grant	16,333							11,330							17,024

A summary of options outstanding and exercisable as of December 31, 2014 is as follows (shares in thousands):

	Options Outstanding									Options Exercisable
Range of Exercise Prices	Shares Outstanding			Weighted-Average Remaining Contractual Life (years)		Weighted-Average Exercise Price Per Share				Shares Exercisable			Weighted-Average Remaining Contractual Life (years)		Weighted-Average Exercise Price Per Share
$ 19.54 – 22.86	1,089			0.49		$	22.64			1,089			0.49		$	22.64
22.87 – 25.51	71			0.49		25.35				71			0.49		25.35
25.52 – 32.53	34			2.73		29.15				34			2.73		29.15
32.54 – 36.88	205			1.93		35.82				205			1.93		35.82
36.89 – 43.44	481			2.36		39.29				481			2.36		39.29
43.45 – 47.16	265			1.77		45.81				265			1.77		45.81
47.17 – 52.93	155			4.69		50.36				128			4.39		49.83
	2,300									2,273

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 $94.83 as of December 31, 2014, which would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2014, the aggregate intrinsic value of options outstanding was $144 million, of which $143 million was exercisable.

Other information related to the Company's share options is as follows (in millions):

	2014				2013				2012
Aggregate intrinsic value of stock options exercised	$	61			$	73			$	67
Cash received from the exercise of stock options	38				61				105
Tax benefit realized from the exercise of stock options	16				15				11

Unamortized deferred compensation expense, which includes both options and awards, amounted to $362 million as of December 31, 2014, with a remaining weighted-average amortization period of approximately 2.1 years.

Employee Share Purchase Plan

United States

The Company has an employee share purchase plan that provides for the purchase of a maximum of 7.5 million shares of the Company's ordinary shares by eligible U.S. employees. Prior to 2011, shares of the Company's common stock were purchased at 3-month intervals at 85% of the lower of the fair market value of the common stock on the first or the last day of each 3-month period. Beginning in 2011, the Company's ordinary shares were purchased at 6-month intervals at 85% of the lower of the fair market value of the ordinary shares on the first or last day of each 6-month period. In 2014, 2013, and 2012, 439,000 shares, 556,000 shares and 621,000 shares, respectively, were issued to employees under the plan. Compensation expense recognized was $7 million in 2014 and $6 million in both 2013 and 2012.

United Kingdom

The Company also has an employee share purchase plan for eligible U.K. employees that provides for the purchase of shares after a 3-year period and that is similar to the U.S. plan previously described. Three-year periods began in 2014, 2013, and 2010, allowing for the purchase of a maximum of 300,000, 350,000, and 300,000 shares, respectively. In 2014, 2013, and 2012, 642 shares, 172,000 shares, and 25,000 shares, respectively, were issued under the plan. Compensation expense of $2 million was recognized in 2014, as compared to $1 million of compensation expense being recognized in both 2013 and 2012, respectively.

14. Derivatives and Hedging

The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures. The Company does not enter into derivative transactions for trading or speculative purposes.

Foreign Exchange Risk Management

The Company is exposed to foreign exchange risk when it 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.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to hedge its net investments in foreign operations for up to two years in the future and to manage the currency exposure of the Company's global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income in the 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 December 31, 2014, all net derivative positions were free of credit risk contingent features. The Company has not received or pledged any collateral related to derivative arrangements as of December 31, 2014.

The notional and fair values of derivative instruments are as follows (in millions):

	Notional Amount								Derivative Assets (1)								Derivative Liabilities (2)
As of December 31	2014				2013				2014				2013				2014				2013
Derivatives accounted for as hedges:
Interest rate contracts	$	—			$	171			$	—			$	9			$	—			$	—
Foreign exchange contracts	1,200				1,191				46				71				58				93
Total	1,200				1,362				46				80				58				93
Derivatives not accounted for as hedges:
Foreign exchange contracts (3)	165				215				—				—				—				—
Total	$	1,365			$	1,577			$	46			$	80			$	58			$	93

(1)	Included within Other current assets ($24 million in 2014 and $46 million in 2013, respectively) or Other non-current assets ($22 million in 2014 and $34 million in 2013, respectively)

(2)	Included within Other current liabilities ($52 million in 2014 and $51 million in 2013, respectively) or Other non-current liabilities ($6 million in 2014 and $42 million in 2013, respectively)

(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.

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)
	2014				2013				2014				2013				2014				2013
Derivatives accounted for as hedges:
Interest rate contracts	$	—			$	9			$	—			$	—			$	—			$	9
Foreign exchange contracts	46				71				(14		)		(30		)		32				41
Total	46				80				(14		)		(30		)		32				50
Derivatives not accounted for as hedges:
Foreign exchange contracts	—				—				—				—				—				—
Total	$	46			$	80			$	(14	)		$	(30	)		$	32			$	50

---

(1) Included within Other current assets ($12 million in 2014 and $18 million in 2013, respectively) or Other non-current assets ($20 million in 2014 and $32 million in 2013, respectively)

Offsetting of financial liabilities and derivative liabilities are as follows (in millions):

	Gross Amounts of Recognized Liabilities								Gross Amounts Offset in the Statement of Financial Position								Net Amounts of Liabilities Presented in the Statement of Financial Position (2)
	2014				2013				2014				2013				2014				2013
Derivatives accounted for as hedges:
Interest rate contracts	$	—			$	—			$	—			$	—			$	—			$	—
Foreign exchange contracts	58				93				(14		)		(30		)		44				63
Total	58				93				(14		)		(30		)		44				63
Derivatives not accounted for as hedges:
Foreign exchange contracts	—				—				—				—				—				—
Total	$	58			$	93			$	(14	)		$	(30	)		$	44			$	63

---

(2) Included within Other current liabilities ($40 million in 2014 and $23 million in 2013, respectively) or Other non-current liabilities ($4 million in 2014 and $40 million in 2013, respectively)

The amounts of derivative gains (losses) recognized in the Consolidated Financial Statements are as follows (in millions):

Year Ended December 31, 2014
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	—			$	—			$	—
Foreign exchange contracts		11				(3		)		—				(10		)		(2		)
Total		11				(3		)		—				(10		)		(2		)

Year Ended December 31, 2013
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	2			$	—			$	2
Foreign exchange contracts		(17		)		—				—				13				(4		)
Total		(17		)		—				2				13				(2		)

Year Ended December 31, 2012
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	—			$	—			$	—
Foreign exchange contracts		(8		)		(19		)		—				6				(21		)
Total		(8		)		(19		)		—				6				(21		)
Foreign net investment hedges:
Foreign exchange contracts		$	—			$	—			$	—			$	4			$	4

Year Ended December 31, 2014
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	(1	)		$	—			$	(1	)
Foreign exchange contracts		(5		)		3				(10		)		(2		)		(14		)
Total		(5		)		3				(11		)		(2		)		(15		)

Year Ended December 31, 2013
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	(1	)		$	—			$	(1	)
Foreign exchange contracts		(12		)		(9		)		(3		)		14				(10		)
Total		(12		)		(9		)		(4		)		14				(11		)

Year Ended December 31, 2012
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):		Compensation and Benefits				Other General Expenses				Interest Expense				Other Income				Total
Cash flow hedges:
Interest rate contracts		$	—			$	—			$	(1	)		$	—			$	(1	)
Foreign exchange contracts		(9		)		(16		)		—				(9		)		(34		)
Total		(9		)		(16		)		(1		)		(9		)		(35		)

The amount of gain (loss) recognized in the Consolidated Financial Statements is as follows (in millions):

	Twelve months ended December 31,
	Amount of Gain (Loss) Recognized in Income on Derivative (1)												Amount of Gain (Loss) Recognized in Income on Related Hedged Item
	2014				2013				2012				2014				2013				2012
Fair value hedges:
Foreign exchange contracts (2)	$	(9	)		$	(8	)		$	1			$	9			$	8			$	(1	)

(1)	Included in interest expense

(2)	Relates to fixed rate debt

The Company estimates that approximately $11 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 2014, 2013 and 2012 was not material.

The Company recorded a loss of $18 million and a loss of $18 million in Other income for foreign exchange derivatives not designated or qualifying as hedges for 2014 and 2013, respectively.

15. Fair Value Measurements and Financial Instruments

Accounting standards establish a three tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

•	Level 1 — observable inputs such as quoted prices for identical assets in active markets;

•	Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

•	Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company's financial instruments:

Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value. Based on market convention, the Company considers cost a practical and expedient measure of fair value.

Cash, cash equivalents, and highly liquid debt instruments consist of cash and institutional short-term investment funds. The Company reviews the short-term investment funds to obtain reasonable assurance the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and exchange traded equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the equity security and volatility. The Company reviews the listing of Level 1 equity securities in the portfolio and agrees the closing stock prices to a national securities exchange, and on a sample basis, independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using discounted cash flow models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by its vendors. This understanding includes discussions with valuation resources at the vendor. During these discussions, the Company uses a fair value measurement questionnaire, which is part of the Company's internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the pricing vendor and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company's guidelines, it is then reviewed by 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 Consolidated Financial Statements.

Pooled funds consist of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities that trade on a national securities exchange. Where possible, the Company reviews the listing of securities in the portfolio and agrees the closing stock prices to the price quoted on a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the fund and discusses fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.

Alternative investments consist of limited partnerships, private equity and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs and assumptions used in developing prices provided by the investment managers (or appropriate party) through regular discussions. During these discussions with the investment managers, the Company uses a fair value measurement questionnaire, which is part of the Company's internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply

with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the investment manager and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company's guidelines, it is then reviewed by 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 in the Consolidated Financial Statements.

Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.

Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major U.K. defined benefit plans. Annuity contracts are valued using a discounted cash flow model utilizing assumptions such as discount rate, mortality, and inflation. The Company independently verifies the observable inputs.

Real estate and REITs consist of publicly traded real estate investment trusts ("REITs") and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. The Level 3 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the Level 3 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of "Alternative investments" for further detail on valuation procedures surrounding Level 3 REITs.

Guarantees are carried at fair value, which is based on discounted estimated cash flows using published historical cumulative default rates and discount rates commensurate with the underlying exposure.

Debt is carried at outstanding principal balance, less any unamortized discount or premium. Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014 and 2013, respectively (in millions):

					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:
Fixed maturity securities:
Corporate bonds	1				—				—				1
Government bonds	6				—				6				—
Equity securities	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 Consolidated Statements of Financial Position, depending on their nature and initial maturity. See Note 7 "Investments" for additional information regarding the Company's investments.

					Fair Value Measurements Using
	Balance at December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,079			$	2,054			$	25			$	—
Other investments:
Fixed maturity securities:
Corporate bonds	2				—				—				2
Government bonds	7				—				7				—
Equity securities	13				6				7				—
Derivatives:
Interest rate contracts	9				—				9				—
Foreign exchange contracts	71				—				71				—
Liabilities:
Derivatives:
Foreign exchange contracts	93				—				93				—

(1)	Includes $2,054 million of money market funds and $25 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity. See Note 7 "Investments" for additional information regarding the Company's investments.

There were no transfers of assets or liabilities between fair value hierarchy levels during 2014 or 2013. The Company recognized no realized or unrealized gains or losses in the Consolidated Statements of Income during 2014 related to assets and liabilities measured at fair value using unobservable inputs. There were $6 million of realized gains and no unrealized losses recognized in the Consolidated Statements of Income during 2013 related to assets and liabilities measure at fair value using unobservable inputs. There were no realized or unrealized gains or losses recognized in the Consolidated Statements of Income during 2012 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):

As of December 31	2014								2013
	Carrying Value				Fair Value				Carrying Value				Fair Value
Long-term debt	$	4,799			$	5,268			$	3,686			$	3,894

16. 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 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.

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, 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.

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. 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 ($294 million at December 31, 2014 exchange rates), plus interest and costs. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations.

On December 21, 2012, Mazeikiu Nafta ("MN"), which operates an oil refinery in Lithuania, sued an insurance brokerage subsidiary of Aon in the High Court of Justice in England & Wales, Queen's Bench Division, Commercial Court. Aon placed property damage and business interruption coverage for MN. There was a fire at the refinery in 2006. MN settled with insurers in November 2011. The claim was for $125 million, which was the shortfall alleged by MN to have been caused by Aon's failure to obtain appropriate business interruption coverage. On October 27, 2014, following 11 days of trial, the case was settled for $5 million with no admission of liability on the part of Aon.

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 ($47 million at December 31, 2014 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 December 31, 2014 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 ($28 million at December 31, 2014 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 the judgment and to pay IRU CHF 13 million ($13 million at December 31, 2014 exchange rates) and $4.7 million without Aon admitting liability. While, under the terms of this agreement, both parties retain the right to appeal certain aspects of the judgment, the Aon subsidiary's maximum liability on an appeal by IRU is limited to CHF 9.5 million ($10 million at December 31, 2014 exchange rates) and $75,000 (excluding interest and costs) beyond what the subsidiary has already paid. The Aon subsidiary intends to appeal those aspects of the judgment it retained the right to appeal.

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 ($223 million at December 31, 2014 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. After the submission of post-hearing briefs, the matter will be 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 ($70 million at December 31, 2014 exchange rates). In December 2014, the court of Appeal granted the employer leave to appeal the High Court decision. 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) (4) First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, as issuer, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee, and (5) Amended and Restated Trust Deed, among Aon Corporation, Aon plc, Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) ("Aon Luxembourg") and BNY Mellon Corporate Trustee Services Limited, as trustee (the "Luxembourg Trustee") (amending and restating the Trust Deed, dated as of July 1, 2009, as amended and restated on January 12, 2011, among Aon Delaware, Aon Luxembourg and the Luxembourg Trustee).

Effective as of the same date, the Company also entered into agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under the (1) $450,000,000 Term Credit Agreement dated June 15, 2011, among Aon Corporation, as borrower, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, (2) $400,000,000 Five-Year Agreement dated March 20, 2012, among Aon Corporation, as borrower, Citibank, N.A., as administrative agent and the other agents and lenders party thereto and (3) €650,000,000 Facility Agreement, dated October 15, 2010, among Aon Corporation, the subsidiaries of Aon Corporation party thereto as borrowers, Citibank International plc, as agent, and the other agents and lenders party thereto, as amended on July 18, 2011.

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Company's Consolidated Financial Statements, and are recorded at fair value.

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

Letters of Credit

The Company had total letters of credit ("LOCs") outstanding for approximately $95 million at December 31, 2014, compared to $71 million at December 31, 2013. These letters of credit cover the beneficiaries related to certain of Aon's U.S. and Canadian non-qualified pension plan schemes and secure deductible retentions for Aon's own workers compensation program. The Company has also issued LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.

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 $14 million at December 31, 2014 compared to $34 million at December 31, 2013. During 2014, the Company funded $20 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 $112 million at December 31, 2014 compared to $98 million at December 31, 2013.

17. 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 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):

Years ended December 31	2014				2013				2012
Risk Solutions	$	7,834			$	7,789			$	7,632
HR Solutions	4,264				4,057				3,925
Intersegment eliminations	(53		)		(31		)		(43		)
Total revenue	$	12,045			$	11,815			$	11,514

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

Years ended December 31	2014				2013				2012
Retail brokerage	$	6,334			$	6,256			$	6,089
Reinsurance brokerage	1,474				1,505				1,505
Total Risk Solutions Segment	7,808				7,761				7,594
Consulting services	1,700				1,626				1,585
Outsourcing	2,607				2,469				2,372
Intrasegment	(43		)		(38		)		(32		)
Total HR Solutions Segment	4,264				4,057				3,925
Intersegment	(53		)		(31		)		(43		)
Total commissions, fees and other revenue	$	12,019			$	11,787			$	11,476

Fiduciary investment income by segment is as follows (in millions):

Years ended December 31	2014				2013				2012
Risk Solutions	$	26			$	28			$	38
HR Solutions	—				—				—
Total fiduciary investment income	$	26			$	28			$	38

A reconciliation of segment operating income before tax to income before income taxes is as follows (in millions):

Years ended December 31	2014				2013				2012
Risk Solutions	$	1,648			$	1,540			$	1,493
HR Solutions	485				318				289
Segment income before income taxes	2,133				1,858				1,782
Unallocated expenses	(167		)		(187		)		(186		)
Interest income	10				9				10
Interest expense	(255		)		(210		)		(228		)
Other income	44				68				2
Income before income taxes	$	1,765			$	1,538			$	1,380

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.

Revenues are generally attributed to geographic areas based on the location of the resources producing the revenues. Intercompany revenues and expenses are eliminated in consolidated results.

Consolidated revenue by geographic area is as follows (in millions):

Years ended December 31	Total				United States				Americas other than U.S.				United Kingdom				Europe, Middle East, & Africa				Asia Pacific
2014	$	12,045			$	5,824			$	1,176			$	1,623			$	2,189			$	1,233
2013	11,815				5,574				1,214				1,544				2,304				1,179
2012	11,514				5,336				1,190				1,541				2,271				1,176

Consolidated non-current assets by geographic area are as follows (in millions):

As of December 31	Total				United States				Americas other than U.S.				United Kingdom				Europe, Middle East, & Africa				Asia Pacific
2014	$	13,805			$	7,793			$	493			$	2,700			$	2,179			$	640
2013	13,728				7,720				559				2,392				2,440				617

18. Guarantee of Registered Securities

As described in Note 16, in connection with the Redomestication, Aon plc entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities. Aon Corporation is a 100% directly owned subsidiary of Aon plc. The debt securities that are subject to Rule 3-10 of Regulation S-X are the 3.50% Notes due September 2015, the 3.125% Notes due May 2016, the 5.00% Notes due September 2020, the 8.205% Notes due January 2027 and the 6.25% Notes due September 2040. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the debt.

Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.250% Notes Due 2042 exchanged for Aon Corporation's outstanding 8.205% Notes due January 2027. Those Notes are subject to Rule 3-10 of Regulation S-X. Aon Corporation also agreed to guarantee the obligations of Aon plc arising under the 4.45% Notes due 2043, the 4.00% Notes due November 2023, the 2.875% Notes due May 2026, the 3.50% Notes due June 2024, and the 4.60% Notes due June 2044. In each case, the guarantee of Aon Corporation is full and unconditional. There are no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of the 4.250% Notes due 2042, the 4.45% Notes due 2043, the 4.00% Notes due 2023, the 2.875% Notes due 2026, the 3.50% Notes due 2024 or the 4.60% Notes due 2044.

The following tables set forth condensed consolidating statements of income, condensed consolidating statements of comprehensive income for the years ended December 31, 2014, 2013, and 2012, condensed consolidating statements of financial position as of December 31, 2014 and December 31, 2013, and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013, and 2012 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.

Certain amounts in prior year's condensed consolidating statements of income have been reclassified to conform to the 2014 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

	Year Ended December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Revenue
Commissions, fees and other	$	—			$	—			$	12,019			$	—			$	12,019
Fiduciary investment income	—				—				26				—				26
Total revenue	—				—				12,045				—				12,045
Expenses
Compensation and benefits	140				16				6,858				—				7,014
Other general expenses	3				5				3,057				—				3,065
Total operating expenses	143				21				9,915				—				10,079
Operating (loss) income	(143		)		(21		)		2,130				—				1,966
Interest income	(9		)		2				17				—				10
Interest expense	(75		)		(139		)		(41		)		—				(255		)
Intercompany interest income (expense)	449				(298		)		(151		)		—				—
Intercompany other income (expense)	342				(390		)		48				—				—
Other Income	2				5				37				—				44
Income (loss) before taxes	566				(841		)		2,040				—				1,765
Income tax expense (benefit)	74				(192		)		452				—				334
Income (loss) before equity in earnings of subsidiaries	492				(649		)		1,588				—				1,431
Equity in earnings of subsidiaries, net of tax	905				1,214				—				(2,119		)		—
Net income	1,397				565				1,588				(2,119		)		1,431
Less: Net income attributable to noncontrolling interests	—				—				34				—				34
Net income attributable to Aon shareholders	$	1,397			$	565			$	1,554			$	(2,119	)		$	1,397

Condensed Consolidating Statement of Income

	Year Ended December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Revenue
Commissions, fees and other	$	3			$	—			$	11,784			$	—			$	11,787
Fiduciary investment income	—				—				28				—				28
Total revenue	3				—				11,812				—				11,815
Expenses
Compensation and benefits	111				50				6,784				—				6,945
Other general expenses	—				—				3,199				—				3,199
Total operating expenses	111				50				9,983				—				10,144
Operating (loss) income	(108		)		(50		)		1,829				—				1,671
Interest income	—				3				6				—				9
Interest expense	(20		)		(138		)		(52		)		—				(210		)
Intercompany interest income (expense)	120				24				(144		)		—				—
Intercompany other income (expense)	38				(168		)		130				—				—
Other income	—				19				49				—				68
Income (loss) before taxes	30				(310		)		1,818				—				1,538
Income tax expense (benefit)	12				(64		)		442				—				390
Income (loss) before equity in earnings of subsidiaries	18				(246		)		1,376				—				1,148
Equity in earnings of subsidiaries, net of tax	1,095				1,061				—				(2,156		)		—
Net income	1,113				815				1,376				(2,156		)		1,148
Less: Net income attributable to noncontrolling interests	—				—				35				—				35
Net income attributable to Aon shareholders	$	1,113			$	815			$	1,341			$	(2,156	)		$	1,113

Condensed Consolidating Statement of Income

	Year Ended December 31, 2012
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustment				Consolidated
Revenue
Commissions, fees and other	$	2			$	1			$	11,474			$	(1	)		$	11,476
Fiduciary investment income	—				1				37				—				38
Total revenue	2				2				11,511				(1		)		11,514
Expenses
Compensation and benefits	40				50				6,619				—				6,709
Other general expenses	31				5				3,174				(1		)		3,209
Total operating expenses	71				55				9,793				(1		)		9,918
Operating (loss) income	(69		)		(53		)		1,718				—				1,596
Interest income	—				1				9				—				10
Interest expense	—				(164		)		(64		)		—				(228		)
Intercompany interest (expense) income	(19		)		190				(171		)		—				—
Intercompany other (expense) income	(64		)		38				26				—				—
Other income (expense)	—				3				(1		)		—				2
(Loss) income before taxes	(152		)		15				1,517				—				1,380
Income tax (benefit) expense	(37		)		8				389				—				360
(Loss) income before equity in earnings of subsidiaries	(115		)		7				1,128				—				1,020
Equity in earnings of subsidiaries, net of tax	1,108				932				—				(2,040		)		—
Net income	993				939				1,128				(2,040		)		1,020
Less: Net income attributable to noncontrolling interests	—				—				27				—				27
Net income attributable to Aon shareholders	$	993			$	939			$	1,101			$	(2,040	)		$	993

Condensed Consolidating Statement of Comprehensive Income

	Year Ended December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Net income	$	1,397			$	565			$	1,588			$	(2,119	)		$	1,431
Less: Net income attributable to noncontrolling interests	—				—				34				—				34
Net income attributable to Aon shareholders	$	1,397			$	565			$	1,554			$	(2,119	)		$	1,397
Other comprehensive (loss) income, net of tax:
Change in fair value of investments	—				—				(1		)		—				(1		)
Change in fair value of derivatives	—				(3		)		8				—				5
Foreign currency translation adjustments	—				(31		)		(476		)		—				(507		)
Post-retirement benefit obligation	—				(315		)		55				—				(260		)
Total other comprehensive loss	—				(349		)		(414		)		—				(763		)
Equity in other comprehensive loss of subsidiaries, net of tax	(760		)		(411		)		—				1,171				—
Less: Other comprehensive loss attributable to noncontrolling interests	—				—				(3		)		—				(3		)
Total other comprehensive loss attributable to Aon shareholders	(760		)		(760		)		(411		)		1,171				(760		)
Comprehensive income attributable to Aon shareholders	$	637			$	(195	)		$	1,143			$	(948	)		$	637

Condensed Consolidating Statement of Comprehensive Income

	Year Ended December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Net income	$	1,113			$	815			$	1,376			$	(2,156	)		$	1,148
Less: Net income attributable to noncontrolling interests	—				—				35				—				35
Net income attributable to Aon shareholders	$	1,113			$	815			$	1,341			$	(2,156	)		$	1,113
Other comprehensive income (loss), net of tax:
Change in fair value of investments	—				—				1				—				1
Change in fair value of derivatives	—				5				1				—				6
Foreign currency translation adjustments	—				(60		)		(5		)		—				(65		)
Post-retirement benefit obligation	—				223				70				—				293
Total other comprehensive loss	—				168				67				—				235
Equity in other comprehensive income of subsidiaries, net of tax	236				69				—				(305		)		—
Less: Other comprehensive loss attributable to noncontrolling interests	—				—				(1		)		—				(1		)
Total other comprehensive income attributable to Aon shareholders	236				237				68				(305		)		236
Comprehensive income attributable to Aon shareholders	$	1,349			$	1,052			$	1,409			$	(2,461	)		$	1,349

Condensed Consolidating Statement of Comprehensive Income

	Year Ended December 31, 2012
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Net income	$	993			$	939			$	1,128			$	(2,040	)		$	1,020
Less: Net income attributable to noncontrolling interests	—				—				27				—				27
Net income attributable to Aon shareholders	$	993			$	939			$	1,101			$	(2,040	)		$	993
Other comprehensive loss, net of tax:
Change in fair value of derivatives	—				2				7				—				9
Foreign currency translation adjustments	—				24				85				—				109
Post-retirement benefit obligation	—				(68		)		(290		)		—				(358		)
Total other comprehensive loss	—				(42		)		(198		)		—				(240		)
Equity in other comprehensive loss of subsidiaries, net of tax	(240		)		(187		)		—				427				—
Less: Other comprehensive income attributable to noncontrolling interests	—				—				—				—				—
Total other comprehensive loss attributable to Aon shareholders	(240		)		(229		)		(198		)		427				(240		)
Comprehensive income attributable to Aon shareholders	$	753			$	710			$	903			$	(1,613	)		$	753

Condensed Consolidating Statement of Financial Position

	As of December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating 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
Investments	—				81				62				—				143
Deferred tax assets	159				570				113				(698		)		144
Intercompany receivables	7,399				600				111				(8,110		)		—
Other non-current assets	20				46				1,543				(92		)		1,517
Investment in subsidiary	4,962				15,200				—				(20,162		)		—
TOTAL ASSETS	$	12,997			$	22,429			$	39,580			$	(45,234	)		$	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
Deferred tax liabilities	—				—				1,011				(698		)		313
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				836				(92		)		874
TOTAL LIABILITIES	6,426				20,549				21,238				(25,072		)		23,141
TOTAL AON SHAREHOLDERS’ EQUITY	6,571				1,880				18,282				(20,162		)		6,571
Noncontrolling interests	—				—				60				—				60
TOTAL EQUITY	6,571				1,880				18,342				(20,162		)		6,631
TOTAL LIABILITIES AND EQUITY	$	12,997			$	22,429			$	39,580			$	(45,234	)		$	29,772

Condensed Consolidating Statement of Financial Position

	As of December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
ASSETS
Cash and cash equivalents	$	—			$	247			$	1,246			$	(1,016	)		$	477
Short-term investments	—				163				360				—				523
Receivables, net	—				4				2,892				—				2,896
Fiduciary assets	—				—				11,871				—				11,871
Intercompany receivables	186				3,503				5,452				(9,141		)		—
Other current assets	—				69				513				(19		)		563
Total Current Assets	186				3,986				22,334				(10,176		)		16,330
Goodwill	—				—				8,997				—				8,997
Intangible assets, net	—				—				2,578				—				2,578
Fixed assets, net	—				—				791				—				791
Investments	—				57				75				—				132
Deferred tax assets	140				465				193				(605		)		193
Intercompany receivables	7,166				2,178				2,201				(11,545		)		—
Other non-current assets	6				95				1,228				(99		)		1,230
Investment in subsidiary	4,607				11,694				—				(16,301		)		—
TOTAL ASSETS	$	12,105			$	18,475			$	38,397			$	(38,726	)		$	30,251
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—			$	—			$	11,871			$	—			$	11,871
Short-term debt and current portion of long-term debt	—				—				707				(4		)		703
Accounts payable and accrued liabilities	1,036				62				1,849				(1,016		)		1,931
Intercompany payables	15				5,449				3,677				(9,141		)		—
Other current liabilities	12				47				866				(19		)		906
Total Current Liabilities	1,063				5,558				18,970				(10,180		)		15,411
Long-term debt	792				2,512				378				4				3,686
Deferred tax liabilities	—				—				1,025				(605		)		420
Pension, other post-retirement and other post-employment liabilities	—				925				682				—				1,607
Intercompany payables	2,100				7,267				2,178				(11,545		)		—
Other non-current liabilities	5				159				867				(99		)		932
TOTAL LIABILITIES	3,960				16,421				24,100				(22,425		)		22,056
TOTAL AON SHAREHOLDERS’ EQUITY	8,145				2,054				14,247				(16,301		)		8,145
Noncontrolling interests	—				—				50				—				50
TOTAL EQUITY	8,145				2,054				14,297				(16,301		)		8,195
TOTAL LIABILITIES AND EQUITY	$	12,105			$	18,475			$	38,397			$	(38,726	)		$	30,251

Condensed Consolidating Statement of Cash Flows

	Year Ended December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	599			$	(927	)		$	1,970			$	—			$	1,642
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—				39				13				—				52
Purchase of long-term investments	—				(20		)		—				—				(20		)
Net (purchases) sales of short-term investments - non-fiduciary	—				(3		)		113				—				110
Acquisition of businesses, net of cash acquired	—				—				(479		)		—				(479		)
Proceeds from sale of businesses	—				—				48				—				48
Capital expenditures	—				—				(256		)		—				(256		)
CASH USED FOR (PROVIDED BY) INVESTING ACTIVITIES	—				16				(561		)		—				(545		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(2,250		)		—				—				—				(2,250		)
Advances from (to) affiliates	19				3,215				(536		)		(2,698		)		—
Issuance of shares for employee benefit plans	65				—				—				—				65
Issuance of debt	2,908				2,326				5				—				5,239
Repayment of debt	(1,068		)		(2,150		)		(700		)		—				(3,918		)
Cash dividends to shareholders	(273		)		—				—				—				(273		)
Purchase of shares from noncontrolling interests	—				—				3				—				3
Dividends paid to noncontrolling interests	—				—				(24		)		—				(24		)
Proceeds from sale-leaseback	—				—				25				—				25
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(599		)		3,391				(1,227		)		(2,698		)		(1,133		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				(67		)		—				(67		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—				2,480				115				(2,698		)		(103		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—				247				1,246				(1,016		)		477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—			$	2,727			$	1,361			$	(3,714	)		$	374

Condensed Consolidating Statement of Cash Flows

	Year Ended December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(50	)		$	(441	)		$	2,124			$	—			$	1,633
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—				8				85				—				93
Purchase of long-term investments	—				(15		)		—				—				(15		)
Net purchases of short-term investments - non-fiduciary	—				(74		)		(100		)		—				(174		)
Acquisition of businesses, net of cash acquired	—				—				(54		)		—				(54		)
Proceeds from sale of businesses	—				7				33				—				40
Capital expenditures	—				—				(229		)		—				(229		)
CASH USED FOR INVESTING ACTIVITIES	—				(74		)		(265		)		—				(339		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,102		)		—				—				—				(1,102		)
Advances from (to) affiliates	460				996				(479		)		(977		)		—
Issuance of shares for employee benefit plans	98				—				—				—				98
Issuance of debt	1,730				2,944				232				—				4,906
Repayment of debt	(1,055		)		(3,377		)		(247		)		—				(4,679		)
Cash dividends to shareholders	(212		)		—				—				—				(212		)
Purchase of shares from noncontrolling interests	—				—				(8		)		—				(8		)
Dividends paid to noncontrolling interests	—				—				(19		)		—				(19		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(81		)		563				(521		)		(977		)		(1,016		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				(92		)		—				(92		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(131		)		48				1,246				(977		)		186
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131				199				—				(39		)		291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—			$	247			$	1,246			$	(1,016	)		$	477

Condensed Consolidating Statement of Cash Flows

	Year Ended December 31, 2012
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(87	)		$	(105	)		$	1,611			$	—			$	1,419
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—				79				99				—				178
Purchase of long-term investments	—				(12		)		—				—				(12		)
Net sales of short-term investments - non-fiduciary	—				232				208				—				440
Acquisition of businesses, net of cash acquired	(50		)		(55		)		(57		)		—				(162		)
Proceeds from sale of businesses	—				—				2				—				2
Capital expenditures	—				—				(269		)		—				(269		)
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES	(50		)		244				(17		)		—				177
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,025		)		(100		)		—				—				(1,125		)
Advances from (to) affiliates	1,379				489				(1,850		)		(18		)		—
Issuance of shares for employee benefit plans	69				49				—				—				118
Issuance of debt	—				732				1				—				733
Repayment of debt	—				(1,061		)		(16		)		—				(1,077		)
Cash dividends to shareholders	(155		)		(49		)		—				—				(204		)
Purchase of shares from noncontrolling interests	—				—				(4		)		—				(4		)
Dividends paid to noncontrolling interests	—				—				(27		)		—				(27		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	268				60				(1,896		)		(18		)		(1,586		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				9				—				9
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	131				199				(293		)		(18		)		19
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—				—				293				(21		)		272
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	131			$	199			$	—			$	(39	)		$	291

19. Quarterly Financial Data (Unaudited)

Selected quarterly financial data for the years ended December 31, 2014 and 2013 are as follows (in millions, except per share data):

	1Q				2Q				3Q				4Q				2014
INCOME STATEMENT DATA
Commissions, fees and other revenue	$	2,941			$	2,913			$	2,873			$	3,292			$	12,019
Fiduciary investment income	6				6				7				7				26
Total revenue	$	2,947			$	2,919			$	2,880			$	3,299			$	12,045
Operating income	$	469			$	445			$	417			635				$	1,966
Net income	336				313				315				467				1,431
Less: Net income attributable to noncontrolling interests	11				9				6				8				34
Net income attributable to Aon shareholders	$	325			$	304			$	309			$	459			$	1,397
PER SHARE DATA
Basic net income per share attributable to Aon shareholders	$	1.07			$	1.02			$	1.06			$	1.60			$	4.73
Diluted net income per share attributable to Aon shareholders	$	1.06			$	1.01			$	1.04			$	1.56			$	4.66
CLASS A ORDINARY SHARE DATA
Dividends paid per share	$	0.18			$	0.25			$	0.25			$	0.25			$	0.92
Price range:
High	$	87.45			$	91.07			$	91.28			$	98.10			$	98.10
Low	$	76.49			$	78.60			$	83.06			$	78.26			$	76.49
Shares outstanding	296.5				290.5				285.1				280.0				280.0
Average monthly trading volume	32.6				28.5				26.3				34.1				30.4

	1Q				2Q				3Q				4Q				2013
INCOME STATEMENT DATA
Commissions, fees and other revenue	$	2,908			$	2,891			$	2,786			$	3,202			$	11,787
Fiduciary investment income	7				6				8				7				28
Total revenue	$	2,915			$	2,897			$	2,794			$	3,209			$	11,815
Operating income	$	410			$	382			$	364			$	515			$	1,671
Net income	272				252				264				360				1,148
Less: Net income attributable to noncontrolling interests	11				11				8				5				35
Net income attributable to Aon shareholders	$	261			$	241			$	256			$	355			$	1,113
PER SHARE DATA
Basic net income per share attributable to Aon shareholders	$	0.82			$	0.77			$	0.83			$	1.16			$	3.57
Diluted net income per share attributable to Aon shareholders	$	0.82			$	0.76			$	0.82			$	1.14			$	3.53
CLASS A ORDINARY SHARE DATA
Dividends paid per share	$	0.16			$	0.18			$	0.18			$	0.18			$	0.68
Price range:
High	$	61.87			$	67.26			$	76.30			$	84.33			$	84.33
Low	$	54.65			$	58.48			$	64.20			$	70.72			$	54.65
Shares outstanding	309.1				307.5				301.0				300.7				300.7
Average monthly trading volume	46.4				34.9				30.9				37.6				37.5