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 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 2.8% Notes due 2021, 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 3.875% Notes due December 2025. 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, 2016 and 2015, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2016 and 2015, condensed consolidating statements of financial position as of September 30, 2016 and December 31, 2015, and condensed consolidating statements of cash flows for the nine months ended September 30, 2016 and 2015 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.

Condensed Consolidating Statement of Income



	Three months ended September 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,740		$	—		$	2,740
Fiduciary investment income	—			—			6			—			6
Total revenue	—			—			2,746			—			2,746
Expenses
Compensation and benefits	25			4			1,582			—			1,611
Other general expenses	(1		)	3			711			—			713
Total operating expenses	24			7			2,293			—			2,324
Operating (loss) income	(24		)	(7		)	453			—			422
Interest income	—			4			5			(8		)	1
Interest expense	(51		)	(24		)	(3		)	8			(70		)
Intercompany interest income (expense)	3			(135		)	132			—			—
Intercompany other income (expense)	328			(277		)	(51		)	—			—
Other (loss) income	(5		)	1			10			3			9
Income (loss) before taxes	251			(438		)	546			3			362
Income tax expense (benefit)	14			(93		)	127			—			48
Income (loss) before equity in earnings of subsidiaries	237			(345		)	419			3			314
Equity in earnings (loss) of subsidiaries, net of tax	67			209			(136		)	(140		)	—
Net income (loss)	304			(136		)	283			(137		)	314
Less: Net income attributable to noncontrolling interests	—			—			7			—			7
Net income (loss) attributable to Aon shareholders	$	304		$	(136	)	$	276		$	(137	)	$	307

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



	Nine months ended September 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	8,288		$	—		$	8,288
Fiduciary investment income	—			—			16			—			16
Total revenue	—			—			8,304			—			8,304
Expenses
Compensation and benefits	76			10			4,862			—			4,948
Other general expenses	5			7			2,067			—			2,079
Total operating expenses	81			17			6,929			—			7,027
Operating (loss) income	(81		)	(17		)	1,375			—			1,277
Interest income	—			13			14			(21		)	6
Interest expense	(145		)	(78		)	(10		)	21			(212		)
Intercompany interest income (expense)	10			(405		)	395			—			—
Intercompany other income (expense)	217			(292		)	75			—			—
Other (expense) income	(3		)	(8		)	39			(1		)	27
(Loss) income before taxes	(2		)	(787		)	1,888			(1		)	1,098
Income tax (benefit) expense	(33		)	(219		)	429			—			177
Income (loss) before equity in earnings of subsidiaries	31			(568		)	1,459			(1		)	921
Equity in earnings of subsidiaries, net of tax	864			812			244			(1,920		)	—
Net income	895			244			1,703			(1,921		)	921
Less: Net income attributable to noncontrolling interests	—			—			27			—			27
Net income attributable to Aon shareholders	$	895		$	244		$	1,676		$	(1,921	)	$	894

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 Comprehensive Income



	Three months ended September 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	304		$	(136	)	$	283		$	(137	)	$	314
Less: Net income attributable to noncontrolling interests	—			—			7			—			7
Net income (loss) attributable to Aon shareholders	304			(136		)	276			(137		)	307
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			1			(1		)	—			—
Foreign currency translation adjustments	—			1			(87		)	(3		)	(89		)
Post-retirement benefit obligation	—			7			11			—			18
Total other comprehensive income (loss)	—			9			(77		)	(3		)	(71		)
Equity in other comprehensive loss of subsidiaries, net of tax	(68		)	(81		)	(72		)	221			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(68		)	(72		)	(149		)	218			(71		)
Comprehensive income (loss) attributable to Aon shareholders	$	236		$	(208	)	$	127		$	81		$	236

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 income (loss), 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 loss 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



	Nine months ended September 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	895		$	244		$	1,703		$	(1,921	)	$	921
Less: Net income attributable to noncontrolling interests	—			—			27			—			27
Net income attributable to Aon shareholders	895			244			1,676			(1,921		)	894
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			1			(12		)	—			(11		)
Foreign currency translation adjustments	(2		)	22			(248		)	1			(227		)
Post-retirement benefit obligation	—			23			(155		)	—			(132		)
Total other comprehensive (loss) income	(2		)	46			(415		)	1			(370		)
Equity in other comprehensive loss of subsidiaries, net of tax	(369		)	(426		)	(380		)	1,175			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(371		)	(380		)	(795		)	1,176			(370		)
Comprehensive income (loss) attributable to Aon shareholders	$	524		$	(136	)	$	881		$	(745	)	$	524

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 income (loss), 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 loss 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 Financial Position



	As of September 30, 2016
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	1,119	$	2,157	$	(2,793	)	$	483
Short-term investments	—		308		155		—			463
Receivables, net	—		—		2,391		—			2,391
Fiduciary assets	—		—		8,710		—			8,710
Intercompany receivables	63		5,740		10,320		(16,123		)	—
Other current assets	—		29		395		—			424
Total Current Assets	63		7,196		24,128		(18,916		)	12,471
Goodwill	—		—		8,452		—			8,452
Intangible assets, net	—		—		2,038		—			2,038
Fixed assets, net	—		—		738		—			738
Non-current deferred tax assets	154		737		164		(777		)	278
Intercompany receivables	381		262		8,712		(9,355		)	—
Prepaid pension	—		6		705		—			711
Other non-current assets	—		126		438		—			564
Investment in subsidiary	12,313		17,115		9		(29,437		)	—
TOTAL ASSETS	$	12,911	$	25,442	$	45,384	$	(58,485	)	$	25,252

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	2,865	$	18	$	1,387	$	(2,793	)	$	1,477
Short-term debt and current portion of long-term debt	244		—		6		—			250
Fiduciary liabilities	—		—		8,710		—			8,710
Intercompany payables	134		13,716		2,273		(16,123		)	—
Other current liabilities	14		61		854					929
Total Current Liabilities	3,257		13,795		13,230		(18,916		)	11,366
Long-term debt	4,213		1,414		283		—			5,910
Non-current deferred tax liabilities	—		—		813		(777		)	36
Pension, other post-retirement and other post-employment liabilities	—		1,275		412		—			1,687
Intercompany payables	—		8,879		476		(9,355		)	—
Other non-current liabilities	7		70		682		—			759
TOTAL LIABILITIES	7,477		25,433		15,896		(29,048		)	19,758

TOTAL AON SHAREHOLDERS' EQUITY	5,434		9		29,428		(29,437		)	5,434
Noncontrolling interests	—		—		60		—			60
TOTAL EQUITY	5,434		9		29,488		(29,437		)	5,494

TOTAL LIABILITIES AND EQUITY	$	12,911	$	25,442	$	45,384	$	(58,485	)	$	25,252

Condensed Consolidating Statement of Financial Position



	As of December 31, 2015
					Other
	Aon		Aon		Non-Guarantor		Consolidating
(millions)	plc		Corporation		Subsidiaries		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	—		19		310		—			329
Total Current Assets	433		4,261		22,321		(13,280		)	13,735
Goodwill	—		—		8,448		—			8,448
Intangible assets, net	—		—		2,180		—			2,180
Fixed assets, net	—		—		765		—			765
Intercompany receivables	375		526		8,633		(9,534		)	—
Non-current deferred tax assets	154		756		141		(817		)	234
Prepaid pension	—		6		1,027		—			1,033
Other non-current assets	—		119		557		(84		)	592
Investment in subsidiary	11,804		16,534		369		(28,707		)	—
TOTAL ASSETS	$	12,766	$	22,202	$	44,441	$	(52,422	)	$	26,987

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	2,988	$	45	$	1,680	$	(2,941	)	$	1,772
Short-term debt and current portion of long-term debt	—		550		12		—			562
Fiduciary liabilities	—		—		9,932		—			9,932
Intercompany payables	167		9,518		654		(10,339		)	—
Other current liabilities	47		56		716		—			819
Total Current Liabilities	3,202		10,169		12,994		(13,280		)	13,085
Long-term debt	3,451		1,412		275		—			5,138
Non-current deferred tax liabilities	—		—		855		(818		)	37
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	6,660		21,833		16,046		(23,715		)	20,824

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	$	12,766	$	22,202	$	44,441	$	(52,422	)	$	26,987

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2016
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FORD) OPERATING ACTIVITIES	$	219		$	(664	)	$	1,920		$	—		$	1,475

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			19			12			—			31
Purchases of investments	—			(25		)	(22		)	—			(47		)
Net purchases of short-term investments - non-fiduciary	—			(99		)	(9		)	—			(108		)
Acquisition of businesses, net of cash acquired	—			—			(198		)	—			(198		)
Proceeds from sale of businesses	—			—			104			—			104
Capital expenditures	—			—			(153		)	—			(153		)
CASH USED FOR INVESTING ACTIVITIES	—			(105		)	(266		)	—			(371		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,037		)	—			—			—			(1,037		)
Advances from (to) affiliates	166			356			(670		)	148			—
Issuance of shares for employee benefit plans	(70		)	—			—			—			(70		)
Issuance of debt	1,588			1,141			—			—			2,729
Repayment of debt	(608		)	(1,692		)	(8		)	—			(2,308		)
Cash dividends to shareholders	(258		)	—			—			—			(258		)
Noncontrolling interests and other financing activities	—			—			(71		)	—			(71		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(219		)	(195		)	(749		)	148			(1,015		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			10			—			10
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(964		)	915			148			99
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	1,119		$	2,157		$	(2,793	)	$	483

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	251		$	(624	)	$	1,668		$	—		$	1,295

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			3			20			—			23
Purchases of investments	—			(1		)	(2		)	—			(3		)
Net (purchases) 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 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	(148		)	—			—			—			(148		)
Issuance of debt	768			2,720			6			—			3,494
Repayment of debt	(111		)	(2,735		)	(14		)	—			(2,860		)
Cash dividends to shareholders	(240		)	—			—			—			(240		)
Noncontrolling interests and other financing activities	—			—			(26		)	—			(26		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(251		)	436			(1,650		)	535			(930		)

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