Guarantee of Registered Securities

As described in Note 14, in connection with the Redomestication, Aon plc entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities, including the 3.125% Notes due May 2016, the 5.00% Notes due September 2020, the 8.205% Notes due January 2027 and the 6.25% Notes due September 2040. Aon Corporation is a 100% indirectly owned subsidiary of Aon plc. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the debt. In addition, Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.250% Notes due 2042 exchanged for Aon Corporation's outstanding 8.205% Notes due January 2027 and also agreed to guarantee the obligations of Aon plc arising under the 4.45% Notes due 2043, the 4.00% Notes due November 2023, the 2.875% Notes due May 2026, the 3.50% Notes due June 2024, the 4.60% Notes due June 2044, and the 4.75% Notes due May 2045. In each case, the guarantee of Aon Corporation is full and unconditional. There are no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of the 4.250% Notes due 2042, the 4.45% Notes due 2043, the 4.00% Notes due 2023, the 2.875% Notes due 2026, the 3.50% Notes due 2024, the 4.60% Notes due 2044, or the 4.75% Notes due 2045. As a result of the existence of these guarantees, the Company is required by Rule 3-10 of Regulation S-X to present the financial information set forth in this footnote.

The following tables set forth condensed consolidating statements of income for the three and nine months ended September 30, 2015 and 2014, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2015 and 2014, condensed consolidating statements of financial position as of September 30, 2015 and December 31, 2014, and condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014 in accordance with Rule 3-10 of Regulation S-X. The condensed consolidating financial information includes the accounts of Aon plc, the accounts of Aon Corporation, and the combined accounts of the non-guarantor subsidiaries. The condensed consolidating financial statements are presented in all periods as a merger under common control, with Aon plc presented as the parent company in all periods prior and subsequent to the Redomestication. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions.

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

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

Condensed Consolidating Statement of Income



	Three months ended September 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,736		$	—		$	2,736
Fiduciary investment income	—			—			6			—			6
Total revenue	—			—			2,742			—			2,742
Expenses
Compensation and benefits	28			8			1,608			—			1,644
Other general expenses	1			3			681			—			685
Total operating expenses	29			11			2,289			—			2,329
Operating (loss) income	(29		)	(11		)	453			—			413
Interest income	(5		)	4			4			—			3
Interest expense	(33		)	(34		)	(5		)	—			(72		)
Intercompany interest income (expense)	119			(128		)	9			—			—
Intercompany other (expense) income	(57		)	(17		)	74			—			—
Other income	—			2			6			—			8
(Loss) income before taxes	(5		)	(184		)	541			—			352
Income tax (benefit) expense	(1		)	(63		)	113			—			49
(Loss) income before equity in earnings of subsidiaries	(4		)	(121		)	428			—			303
Equity in earnings of subsidiaries, net of tax	299			355			234			(888		)	—
Net income	295			234			662			(888		)	303
Less: Net income attributable to noncontrolling interests	—			—			8			—			8
Net income attributable to Aon shareholders	$	295		$	234		$	654		$	(888	)	$	295

Condensed Consolidating Statement of Income



	Three months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,873		$	—		$	2,873
Fiduciary investment income	—			—			7			—			7
Total revenue	—			—			2,880			—			2,880
Expenses
Compensation and benefits	29			4			1,674			—			1,707
Other general expenses	1			1			754			—			756
Total operating expenses	30			5			2,428			—			2,463
Operating (loss) income	(30		)	(5		)	452			—			417
Interest income	(2		)	1			4			—			3
Interest expense	(25		)	(42		)	2			—			(65		)
Intercompany interest income (expense)	113			(73		)	(40		)	—			—
Intercompany other (expense) income	(29		)	(14		)	43			—			—
Other income	2			2			31			—			35
Income (loss) before taxes	29			(131		)	492			—			390
Income tax expense (benefit)	6			(52		)	121			—			75
Income (loss) before equity in earnings of subsidiaries	23			(79		)	371			—			315
Equity in earnings of subsidiaries, net of tax	286			241			162			(689		)	—
Net income	309			162			533			(689		)	315
Less: Net income attributable to noncontrolling interests	—			—			6			—			6
Net income attributable to Aon shareholders	$	309		$	162		$	527		$	(689	)	$	309

Condensed Consolidating Statement of Income



	Nine months ended September 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	8,378		$	—		$	8,378
Fiduciary investment income	—			—			16			—			16
Total revenue	—			—			8,394			—			8,394
Expenses
Compensation and benefits	85			29			4,866			—			4,980
Other general expenses	10			6			2,267			—			2,283
Total operating expenses	95			35			7,133			—			7,263
Operating (loss) income	(95		)	(35		)	1,261			—			1,131
Interest income	(14		)	10			14			—			10
Interest expense	(87		)	(101		)	(17		)	—			(205		)
Intercompany interest income (expense)	358			(349		)	(9		)	—			—
Intercompany other (expense) income	(162		)	(40		)	202			—			—
Other income	—			10			41			—			51
(Loss) income before taxes	—			(505		)	1,492			—			987
Income tax (benefit) expense	—			(180		)	335			—			155
(Loss) income before equity in earnings of subsidiaries	—			(325		)	1,157			—			832
Equity in earnings of subsidiaries, net of tax	801			925			600			(2,326		)	—
Net income	801			600			1,757			(2,326		)	832
Less: Net income attributable to noncontrolling interests	—			—			31			—			31
Net income attributable to Aon shareholders	$	801		$	600		$	1,726		$	(2,326	)	$	801

Condensed Consolidating Statement of Income



	Nine months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	8,727		$	—		$	8,727
Fiduciary investment income	—			—			19			—			19
Total revenue	—			—			8,746			—			8,746
Expenses
Compensation and benefits	100			17			5,049			—			5,166
Other general expenses	7			6			2,236			—			2,249
Total operating expenses	107			23			7,285			—			7,415
Operating (loss) income	(107		)	(23		)	1,461			—			1,331
Interest income	(6		)	1			12			—			7
Interest expense	(49		)	(105		)	(34		)	—			(188		)
Intercompany interest income (expense)	335			(220		)	(115		)	—			—
Intercompany other (expense) income	(101		)	(33		)	134			—			—
Other income	1			10			23			—			34
(Loss) income before taxes	73			(370		)	1,481			—			1,184
Income tax (benefit) expense	15			(144		)	349			—			220
(Loss) income before equity in earnings of subsidiaries	58			(226		)	1,132			—			964
Equity in earnings of subsidiaries, net of tax	880			861			635			(2,376		)	—
Net income	938			635			1,767			(2,376		)	964
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	$	938		$	635		$	1,741		$	(2,376	)	$	938

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	295		$	234		$	662		$	(888	)	$	303
Less: Net income attributable to noncontrolling interests	—			—			8			—			8
Net income attributable to Aon shareholders	$	295		$	234		$	654		$	(888	)	$	295
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			(1		)	(9		)	—			(10		)
Foreign currency translation adjustments	—			(24		)	(205		)	—			(229		)
Post-retirement benefit obligation	—			8			10			—			18
Total other comprehensive loss	—			(17		)	(204		)	—			(221		)
Equity in other comprehensive loss of subsidiaries, net of tax	(217		)	(196		)	(213		)	626			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(4		)	—			(4		)
Total other comprehensive loss attributable to Aon shareholders	(217		)	(213		)	(413		)	626			(217		)
Comprehensive income attributable to Aon shareholders	$	78		$	21		$	241		$	(262	)	$	78

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	309		$	162		$	533		$	(689	)	$	315
Less: Net income attributable to noncontrolling interests	—			—			6			—			6
Net income attributable to Aon shareholders	$	309		$	162		$	527		$	(689	)	$	309
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(1		)	(7		)	—			(8		)
Foreign currency translation adjustments	—			(17		)	(301		)	—			(318		)
Post-retirement benefit obligation	—			6			20			—			26
Total other comprehensive (loss) income	—			(12		)	(288		)	—			(300		)
Equity in other comprehensive income of subsidiaries, net of tax	(300		)	(285		)	—			585			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive income attributable to Aon shareholders	(300		)	(297		)	(288		)	585			(300		)
Comprehensive income attributable to Aon Shareholders	$	9		$	(135	)	$	239		$	(104	)	$	9

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	801		$	600		$	1,757		$	(2,326	)	$	832
Less: Net income attributable to noncontrolling interests	—			—			31			—			31
Net income attributable to Aon shareholders	$	801		$	600		$	1,726		$	(2,326	)	$	801
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			—			(11		)	—			(11		)
Foreign currency translation adjustments	—			(43		)	(333		)	—			(376		)
Post-retirement benefit obligation	—			25			37			—			62
Total other comprehensive loss	—			(18		)	(307		)	—			(325		)
Equity in other comprehensive loss of subsidiaries, net of tax	(319		)	(290		)	(308		)	917			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
Total other comprehensive loss attributable to Aon shareholders	(319		)	(308		)	(609		)	917			(319		)
Comprehensive income attributable to Aon shareholders	$	482		$	292		$	1,117		$	(1,409	)	$	482

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	938		$	635		$	1,767		$	(2,376	)	$	964
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	$	938		$	635		$	1,741		$	(2,376	)	$	938
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			(1		)	13			—			12
Foreign currency translation adjustments	—			(19		)	(209		)	—			(228		)
Post-retirement benefit obligation	—			17			53			—			70
Total other comprehensive loss	—			(3		)	(143		)	—			(146		)
Equity in other comprehensive loss of subsidiaries, net of tax	(144		)	(142		)	—			286			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive loss attributable to Aon shareholders	(144		)	(145		)	(141		)	286			(144		)
Comprehensive income attributable to Aon shareholders	$	794		$	490		$	1,600		$	(2,090	)	$	794

Condensed Consolidating Statement of Financial Position



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

Cash and cash equivalents	$	—	$	2,490	$	1,087		$	(3,179	)	$	398
Short-term investments	—		217		168			—			385
Receivables, net	—		—		2,453			—			2,453
Fiduciary assets	—		—		9,956			—			9,956
Intercompany receivables	360		21,073		2,402			(23,835		)	—
Other current assets	2		221		532			(27		)	728
Total Current Assets	362		24,001		16,598			(27,041		)	13,920
Goodwill	—		—		8,571			—			8,571
Intangible assets, net	—		—		2,257			—			2,257
Fixed assets, net	—		—		785			—			785
Intercompany receivables	7,380		557		1,629			(9,566		)	—
Other non-current assets	187		698		1,572			(784		)	1,673
Investment in subsidiary	4,627		16,060		550			(21,237		)	—
TOTAL ASSETS	$	12,556	$	41,316	$	31,962		$	(58,628	)	$	27,206

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	9,956		$	—		$	9,956
Short-term debt and current portion of long-term debt	56		1,254		17			—			1,327
Accounts payable and accrued liabilities	3,240		25		1,361			(3,179		)	1,447
Intercompany payables	277		27,826		(4,142		)	(23,961		)	—
Other current liabilities	—		55		657			99			811
Total Current Liabilities	3,573		29,160		7,849			(27,041		)	13,541
Long-term debt	3,094		1,418		287			—			4,799
Pension, other post-retirement and other post-employment liabilities	—		1,293		540			—			1,833
Intercompany payables	—		8,796		770			(9,566		)	—
Other non-current liabilities	6		99		1,770			(784		)	1,091
TOTAL LIABILITIES	6,673		40,766		11,216			(37,391		)	21,264

TOTAL AON SHAREHOLDERS' EQUITY	5,883		550		20,687			(21,237		)	5,883
Noncontrolling interests	—		—		59			—			59
TOTAL EQUITY	5,883		550		20,746			(21,237		)	5,942

TOTAL LIABILITIES AND EQUITY	$	12,556	$	41,316	$	31,962		$	(58,628	)	$	27,206

Condensed Consolidating Statement of Financial Position



	As of December 31, 2014
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	2,727	$	1,361	$	(3,714	)	$	374
Short-term investments	—		165		229		—			394
Receivables, net	—		—		2,815		—			2,815
Fiduciary assets	—		—		11,638		—			11,638
Intercompany receivables	455		2,814		9,156		(12,425		)	—
Other current assets	2		226		407		(33		)	602
Total Current Assets	457		5,932		25,606		(16,172		)	15,823
Goodwill	—		—		8,860		—			8,860
Intangible assets, net	—		—		2,520		—			2,520
Fixed assets, net	—		—		765		—			765
Intercompany receivables	7,399		600		111		(8,110		)	—
Other non-current assets	179		697		1,718		(790		)	1,804
Investment in subsidiary	4,962		15,200		1,880		(22,042		)	—
TOTAL ASSETS	$	12,997	$	22,429	$	41,460	$	(47,114	)	$	29,772

LIABILITIES AND EQUITY

Fiduciary liabilities	$	—	$	—	$	11,638	$	—		$	11,638
Short-term debt and current portion of long-term debt	—		767		16		—			783
Accounts payable and accrued liabilities	3,755		58		1,706		(3,714		)	1,805
Intercompany payables	122		8,960		3,343		(12,425		)	—
Other current liabilities	—		49		772		(33		)	788
Total Current Liabilities	3,877		9,834		17,475		(16,172		)	15,014
Long-term debt	2,544		1,917		338		—			4,799
Pension, other post-retirement and other post-employment liabilities	—		1,396		745		—			2,141
Intercompany payables	—		7,277		833		(8,110		)	—
Other non-current liabilities	5		125		1,847		(790		)	1,187
TOTAL LIABILITIES	6,426		20,549		21,238		(25,072		)	23,141

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

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

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2015
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	31		$	(624	)	$	1,668		$	—		$	1,075

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			3			20			—			23
Purchase of long-term investments	—			(1		)	(2		)	—			(3		)
Net sales of short-term investments - non-fiduciary	—			(51		)	42			—			(9		)
Acquisition of businesses, net of cash acquired	—			—			(26		)	—			(26		)
Proceeds from sale of businesses	—			—			54			—			54
Capital expenditures	—			—			(225		)	—			(225		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			(49		)	(137		)	—			(186		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,150		)	—			—			—			(1,150		)
Advances from (to) affiliates	630			451			(1,616		)	535			—
Issuance of shares for employee benefit plans	72			—			—			—			72
Issuance of debt	768			2,720			6			—			3,494
Repayment of debt	(111		)	(2,735		)	(14		)	—			(2,860		)
Cash dividends to shareholders	(240		)	—			—			—			(240		)
Purchase of shares from noncontrolling interests	—			—			(5		)	—			(5		)
Dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(31		)	436			(1,650		)	535			(710		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(155		)	—			(155		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(237		)	(274		)	535			24
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,490		$	1,087		$	(3,179	)	$	398

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2014
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	309		$	(348	)	$	922		$	—		$	883

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	—			39			12			—			51
Purchase of long-term investments	—			(19		)	—			—			(19		)
Net sales of short-term investments - non-fiduciary	—			103			198			—			301
Acquisition of businesses, net of cash acquired	—			—			(464		)	—			(464		)
Proceeds from sale of businesses	—			—			48			—			48
Capital expenditures	—			—			(179		)	—			(179		)
CASH PROVIDED BY INVESTING ACTIVITIES	—			123			(385		)	—			(262		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,750		)	—			—			—			(1,750		)
Advances from (to) affiliates	(253		)	496			371			(614		)	—
Issuance of shares for employee benefit plans	58			—			—			—			58
Issuance of debt	2,714			1,541			—			—			4,255
Repayment of debt	(877		)	(1,491		)	(705		)	—			(3,073		)
Cash dividends to shareholders	(201		)	—			—			—			(201		)
Purchase of shares from noncontrolling interests	—			—			1			—			1
Dividends paid to noncontrolling interests	—			—			(18		)	—			(18		)
Proceeds from sale-leaseback	—			—			25			—			25
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(309		)	546			(326		)	(614		)	(703		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(13		)	—			(13		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			321			198			(614		)	(95		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			247			1,246			(1,016		)	477
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	568		$	1,444		$	(1,630	)	$	382