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 (collectively, the "Aon Corp Notes"). 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 Aon Corp Notes.

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, the 4.75% Notes due May 2045, and the 2.80% Notes due March 2021 (collectively, the "Aon plc Notes"). 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 Aon plc Notes. As a result of the existence of these guarantees, the Company has elected to present the financial information set forth in this footnote in accordance with Rule 3-10 of Regulation S-X.

The following tables set forth condensed consolidating statements of income, condensed consolidating statements of comprehensive income for the years ended December 31, 2015, 2014, and 2013, condensed consolidating statements of financial position as of December 31, 2015 and December 31, 2014, and condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014, and 2013 in accordance with Rule 3-10 of Regulation S-X. The condensed consolidating financial information includes the accounts of Aon plc, the accounts of Aon Corporation, and the combined accounts of the non-guarantor subsidiaries. The condensed consolidating financial statements are presented in all periods as a merger under common control. 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 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



	Year Ended December 31, 2015
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	11,661		$	—		$	11,661
Fiduciary investment income	—			—			21			—			21
Total revenue	—			—			11,682			—			11,682
Expenses
Compensation and benefits	136			32			6,669			—			6,837
Other general expenses	8			7			2,982			—			2,997
Total operating expenses	144			39			9,651			—			9,834
Operating (loss) income	(144		)	(39		)	2,031			—			1,848
Interest income	(19		)	14			19			—			14
Interest expense	(121		)	(130		)	(22		)	—			(273		)
Intercompany interest income (expense)	429			(479		)	50			—			—
Intercompany other income (expense)	302			(422		)	120			—			—
Other Income	(1		)	—			101			—			100
Income (loss) before taxes	446			(1,056		)	2,299			—			1,689
Income tax expense (benefit)	45			(262		)	484			—			267
Income (loss) before equity in earnings of subsidiaries	401			(794		)	1,815			—			1,422
Equity in earnings of subsidiaries, net of tax	984			1,319			525			(2,828		)	—
Net income	1,385			525			2,340			(2,828		)	1,422
Less: Net income attributable to noncontrolling interests	—			—			37			—			37
Net income attributable to Aon shareholders	$	1,385		$	525		$	2,303		$	(2,828	)	$	1,385

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			565			(2,684		)	—
Net income	1,397			565			2,153			(2,684		)	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	565		$	2,119		$	(2,684	)	$	1,397

Condensed Consolidating Statement of Income



	Year Ended December 31, 2013
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustment			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 (expense) income	120			24			(144		)	—			—
Intercompany other (expense) income	38			(168		)	130			—			—
Other income (expense)	—			19			49			—			68
(Loss) income before taxes	30			(310		)	1,818			—			1,538
Income tax (benefit) expense	12			(64		)	442			—			390
(Loss) income before equity in earnings of subsidiaries	18			(246		)	1,376			—			1,148
Equity in earnings of subsidiaries, net of tax	1,095			1,061			815			(2,971		)	—
Net income	1,113			815			2,191			(2,971		)	1,148
Less: Net income attributable to noncontrolling interests	—			—			35			—			35
Net income attributable to Aon shareholders	$	1,113		$	815		$	2,156		$	(2,971	)	$	1,113

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2015
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	1,385		$	525		$	2,340		$	(2,828	)	$	1,422
Less: Net income attributable to noncontrolling interests	—			—			37			—			37
Net income attributable to Aon shareholders	$	1,385		$	525		$	2,303		$	(2,828	)	$	1,385
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			—			(8		)	—			(8		)
Foreign currency translation adjustments	—			(47		)	(395		)	—			(442		)
Post-retirement benefit obligation	—			12			143			—			155
Total other comprehensive loss	—			(35		)	(260		)	—			(295		)
Equity in other comprehensive loss of subsidiaries, net of tax	(289		)	(268		)	(303		)	860			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(6		)	—			(6		)
Total other comprehensive loss attributable to Aon shareholders	(289		)	(303		)	(557		)	860			(289		)
Comprehensive income attributable to Aon shareholders	$	1,096		$	222		$	1,746		$	(1,968	)	$	1,096

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		$	2,153		$	(2,684	)	$	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	565		$	2,119		$	(2,684	)	$	1,397
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(3		)	7			—			4
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 income of subsidiaries, net of tax	(760		)	(411		)	(760		)	1,931			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Total other comprehensive income attributable to Aon shareholders	(760		)	(760		)	(1,171		)	1,931			(760		)
Comprehensive income attributable to Aon shareholders	$	637		$	(195	)	$	948		$	(753	)	$	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		$	2,191		$	(2,971	)	$	1,148
Less: Net income attributable to noncontrolling interests	—		—			35			—			35
Net income attributable to Aon shareholders	$	1,113	$	815		$	2,156		$	(2,971	)	$	1,113
Other comprehensive loss, net of tax:
Change in fair value of financial instruments	—		5			2			—			7
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 loss of subsidiaries, net of tax	236		69			237			(542		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			(1		)	—			(1		)
Total other comprehensive loss attributable to Aon shareholders	236		237			305			(542		)	236
Comprehensive income attributable to Aon shareholders	$	1,349	$	1,052		$	2,461		$	(3,513	)	$	1,349

Condensed Consolidating Statement of Financial Position



	As of December 31, 2015
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	2,083	$	1,242	$	(2,941	)	$	384
Short-term investments	—		209		147		—			356
Receivables, net	1		—		2,733		—			2,734
Fiduciary assets	—		—		9,932		—			9,932
Intercompany receivables	432		1,950		7,957		(10,339		)	—
Other current assets	3		218		347		(2		)	566
Total Current Assets	436		4,460		22,358		(13,282		)	13,972
Goodwill	—		—		8,448		—			8,448
Intangible assets, net	—		—		2,180		—			2,180
Fixed assets, net	—		—		765		—			765
Deferred tax assets	154		558		107		(678		)	141
Intercompany receivables	375		526		8,633		(9,534		)	—
Prepaid Pension	—		6		1,027		—			1,033
Other non-current assets	28		124		557		(84		)	625
Investment in subsidiary	11,804		16,534		369		(28,707		)	—
TOTAL ASSETS	$	12,797	$	22,208	$	44,444	$	(52,285	)	$	27,164
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	9,932	$	—		$	9,932
Short-term debt and current portion of long-term debt	—		550		12		—			562
Accounts payable and accrued liabilities	2,988		45		1,680		(2,941		)	1,772
Intercompany payables	167		9,518		654		(10,339		)	—
Other current liabilities	47		56		720		(3		)	820
Total Current Liabilities	3,202		10,169		12,998		(13,283		)	13,086
Long-term debt	3,482		1,418		275		—			5,175
Deferred tax liabilities	—		—		854		(678		)	176
Pension, other post-retirement and other post-employment liabilities	—		1,313		482		—			1,795
Intercompany payables	—		8,799		735		(9,534		)	—
Other non-current liabilities	7		140		705		(83		)	769
TOTAL LIABILITIES	6,691		21,839		16,049		(23,578		)	21,001
TOTAL AON SHAREHOLDERS’ EQUITY	6,106		369		28,338		(28,707		)	6,106
Noncontrolling interests	—		—		57		—			57
TOTAL EQUITY	6,106		369		28,395		(28,707		)	6,163
TOTAL LIABILITIES AND EQUITY	$	12,797	$	22,208	$	44,444	$	(52,285	)	$	27,164

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
Deferred tax assets	159		570		113		(698		)	144
Intercompany receivables	7,399		600		111		(8,110		)	—
Prepaid Pension	—		6		927		—			933
Other non-current assets	20		121		678		(92		)	727
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
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		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



	Year Ended December 31, 2015
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	695		$	464		$	2,523		$	(1,673	)	$	2,009
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			27			193			—			220
Payments for investments	(13		)	(47		)	(219		)	13			(266		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(42		)	51			—			9
Acquisition of businesses, net of cash acquired	—			—			(16		)	—			(16		)
Proceeds from sale of businesses	—			—			205			—			205
Capital expenditures	—			—			(290		)	—			(290		)
CASH USED FOR (PROVIDED BY) INVESTING ACTIVITIES	(13		)	(62		)	(76		)	13			(138		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,550		)	—			—			—			(1,550		)
Advances from (to) affiliates and other (1)	232			(326		)	(2,339		)	2,433			—
Issuance of shares for employee benefit plans	(29		)	—			(1		)	—			(30		)
Issuance of debt	1,318			4,026			7			—			5,351
Repayment of debt	(330		)	(4,746		)	(22		)	—			(5,098		)
Cash dividends to shareholders	(323		)	—			—			—			(323		)
Noncontrolling interests and other financing activities	—			—			(39		)	—			(39		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(682		)	(1,046		)	(2,394		)	2,433			(1,689		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(172		)	—			(172		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			(644		)	(119		)	773			10
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,083		$	1,242		$	(2,941	)	$	384

(1) Advances from (to) affiliates and other includes activity related to the Company's intercompany and cash pooling arrangements.

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	$	769		$	(927	)	$	1,970		$	—		$	1,812
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			39			13			—			52
Payments for investments	—			(20		)	—			—			(20		)
Net purchases 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 INVESTING ACTIVITIES	—			16			(561		)	—			(545		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(2,250		)	—			—			—			(2,250		)
Advances from (to) affiliates and other (1)	19			3,215			(536		)	(2,698		)	—
Issuance of shares for employee benefit plans	(105		)	—			—			—			(105		)
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		)
Noncontrolling interests and other financing activities	—			—			4			—			4
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(769		)	3,391			(1,227		)	(2,698		)	(1,303		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(67		)	—			(67		)
NET (DECREASE) INCREASE 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

(1) Advances from (to) affiliates and other includes activity related to the Company's intercompany and cash pooling arrangements.

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	$	70		$	(441	)	$	2,124		$	—		$	1,753
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			8			85			—			93
Payments for investments	—			(15		)	—			—			(15		)
Net sales 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) PROVIDED BY 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	(22		)	—			—			—			(22		)
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		)
Noncontrolling interests and other financing activities				—			(27		)	—			(27		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	(201		)	563			(521		)	(977		)	(1,136		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(92		)	—			(92		)
NET INCREASE (DECREASE) 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