Guarantee of Registered Securities

As described in Note 14 “Commitments and Contingencies,” 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 (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, the 2.80% Notes due March 2021, and the 3.875% Notes due December 2025 (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 and Condensed Consolidating Statements of Comprehensive Income for the years ended December 31, 2016, 2015, and 2014, Condensed Consolidating Statements of Financial Position as of December 31, 2016 and December 31, 2015, and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2016, 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. 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 2016 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, 2016
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	11,605		$	—		$	11,605
Fiduciary investment income	—			—			22			—			22
Total revenue	—			—			11,627			—			11,627
Expenses
Compensation and benefits	130			171			6,613			—			6,914
Other general expenses	—			2			2,805			—			2,807
Total operating expenses	130			173			9,418			—			9,721
Operating (loss) income	(130		)	(173		)	2,209			—			1,906
Interest income	—			16			22			(29		)	9
Interest expense	(196		)	(101		)	(14		)	29			(282		)
Intercompany interest income (expense)	14			(541		)	527			—			—
Intercompany other income (expense)	274			(361		)	87			—			—
Other income (expense)	15			(5		)	44			(18		)	36
Income (loss) before taxes	(23		)	(1,165		)	2,875			(18		)	1,669
Income tax expense (benefit)	(55		)	(325		)	619			—			239
Income (loss) before equity in earnings of subsidiaries	32			(840		)	2,256			(18		)	1,430
Equity in earnings of subsidiaries, net of tax	1,382			1,219			379			(2,980		)	—
Net income	1,414			379			2,635			(2,998		)	1,430
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,414		$	379		$	2,601		$	(2,998	)	$	1,396

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	—			14			19			(19		)	14
Interest expense	(140		)	(130		)	(22		)	19			(273		)
Intercompany interest income (expense)	429			(479		)	50			—			—
Intercompany other income (expense)	302			(422		)	120			—			—
Other income (expense)	(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			1,290			496			(2,770		)	—
Net income	1,385			496			2,311			(2,770		)	1,422
Less: Net income attributable to noncontrolling interests	—			—			37			—			37
Net income attributable to Aon shareholders	$	1,385		$	496		$	2,274		$	(2,770	)	$	1,385

Condensed Consolidating Statement of Income



	Year Ended December 31, 2014
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustment			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	—			2			17			(9		)	10
Interest expense	(84		)	(139		)	(41		)	9			(255		)
Intercompany interest (expense) income	449			(298		)	(151		)	—			—
Intercompany other (expense) income	342			(390		)	48			—			—
Other income	2			5			37			—			44
Income (loss) before taxes	566			(841		)	2,040			—			1,765
Income tax (benefit) expense	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			1,195			546			(2,646		)	—
Net income	1,397			546			2,134			(2,646		)	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	546		$	2,100		$	(2,646	)	$	1,397

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2016
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	1,414		$	379		$	2,635		$	(2,998	)	$	1,430
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,414		$	379		$	2,601		$	(2,998	)	$	1,396
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			(1		)	(11		)	—			(12		)
Foreign currency translation adjustments	(2		)	21			(532		)	18			(495		)
Post-retirement benefit obligation	—			68			(52		)	—			16
Total other comprehensive income (loss)	(2		)	88			(595		)	18			(491		)
Equity in other comprehensive loss of subsidiaries, net of tax	(505		)	(547		)	(459		)	1,511			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive loss attributable to Aon shareholders	(507		)	(459		)	(1,052		)	1,529			(489		)
Comprehensive income (loss) attributable to Aon shareholders	$	907		$	(80	)	$	1,549		$	(1,469	)	$	907

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		$	496		$	2,311		$	(2,770	)	$	1,422
Less: Net income attributable to noncontrolling interests	—			—			37			—			37
Net income attributable to Aon shareholders	$	1,385		$	496		$	2,274		$	(2,770	)	$	1,385
Other comprehensive income (loss), 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		)	(259		)	(294		)	842			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(6		)	—			(6		)
Total other comprehensive loss attributable to Aon shareholders	(289		)	(294		)	(548		)	842			(289		)
Comprehensive income attributable to Aon shareholders	$	1,096		$	202		$	1,726		$	(1,928	)	$	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		$	546		$	2,134		$	(2,646	)	$	1,431
Less: Net income attributable to noncontrolling interests	—			—			34			—			34
Net income attributable to Aon shareholders	$	1,397		$	546		$	2,100		$	(2,646	)	$	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 loss of subsidiaries, net of tax	(760		)	(409		)	(758		)	1,927			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Total other comprehensive loss attributable to Aon shareholders	(760		)	(758		)	(1,169		)	1,927			(760		)
Comprehensive income (loss) attributable to Aon shareholders	$	637		$	(212	)	$	931		$	(719	)	$	637

Condensed Consolidating Statement of Financial Position



	As of December 31, 2016
(millions)	Aon plc		Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	1,633		$	660		$	(1,862	)	$	431
Short-term investments	—		140			150			—			290
Receivables, net	—		3			2,586			—			2,589
Fiduciary assets	—		—			9,485			—			9,485
Intercompany receivables	105		1,880			9,825			(11,810		)	—
Other current assets	—		25			326			—			351
Total Current Assets	105		3,681			23,032			(13,672		)	13,146
Goodwill	—		—			8,747			—			8,747
Intangible assets, net	—		—			2,223			—			2,223
Fixed assets, net	—		—			765			—			765
Deferred tax assets	134		726			168			(706		)	322
Intercompany receivables	366		261			8,711			(9,338		)	—
Prepaid Pension	—		5			853			—			858
Other non-current assets	2		119			433			—			554
Investment in subsidiary	10,107		17,137			(350		)	(26,894		)	—
TOTAL ASSETS	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	585	$	44		$	3,034		$	(1,862	)	$	1,801
Short-term debt and current portion of long-term debt	279		50			7			—			336
Fiduciary Liabilities	—		—			9,485			—			9,485
Intercompany payables	142		10,399			1,269			(11,810		)	—
Other current liabilities	—		63			810			—			873
Total Current Liabilities	1,006		10,556			14,605			(13,672		)	12,495
Long-term debt	4,177		1,413			279			—			5,869
Deferred tax liabilities	—		—			759			(658		)	101
Pension, other post-retirement and other post-employment liabilities	—		1,356			418			—			1,774
Intercompany payables	—		8,877			461			(9,338		)	—
Other non-current liabilities	8		77			759			—			844
TOTAL LIABILITIES	5,191		22,279			17,281			(23,668		)	21,083
TOTAL AON SHAREHOLDERS’ EQUITY	5,523		(350		)	27,244			(26,942		)	5,475
Noncontrolling interests	—		—			57			—			57
TOTAL EQUITY	5,523		(350		)	27,301			(26,942		)	5,532
TOTAL LIABILITIES AND EQUITY	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615

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		—			2,563			—			2,564
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			22,151			(13,280		)	13,565
Goodwill	—		—			8,448			—			8,448
Intangible assets, net	—		—			2,180			—			2,180
Fixed assets, net	—		—			765			—			765
Deferred tax assets	154		756			207			(817		)	300
Intercompany receivables	375		526			8,633			(9,534		)	—
Prepaid Pension	—		6			1,027			—			1,033
Other non-current assets	—		119			557			(84		)	592
Investment in subsidiary	11,700		16,042			(123		)	(27,619		)	—
TOTAL ASSETS	$	12,662	$	21,710		$	43,845		$	(51,334	)	$	26,883
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
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	6,002		(123		)	27,742			(27,619		)	6,002
Noncontrolling interests	—		—			57			—			57
TOTAL EQUITY	6,002		(123		)	27,799			(27,619		)	6,059
TOTAL LIABILITIES AND EQUITY	$	12,662	$	21,710		$	43,845		$	(51,334	)	$	26,883

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2016
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	2,705		$	(536	)	$	3,265		$	(3,108	)	$	2,326
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			316			15			(288		)	43
Payments for investments	—			(35		)	(29		)	—			(64		)
Net (purchases) sales of short-term investments - non-fiduciary	—			70			(9		)	—			61
Acquisition of businesses, net of cash acquired	—			(335		)	(608		)	64			(879		)
Proceeds from sale of businesses	—			—			171			(64		)	107
Capital expenditures	—			—			(222		)	—			(222		)
CASH USED FOR INVESTING ACTIVITIES	—			16			(682		)	(288		)	(954		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,257		)	—			—			—			(1,257		)
Advances from (to) affiliates and other (1)	(2,008		)	570			(3,037		)	4,475			—
Issuance of shares for employee benefit plans	(129		)	—			—			—			(129		)
Issuance of debt	1,879			1,588			—			—			3,467
Repayment of debt	(845		)	(2,088		)	(12		)	—			(2,945		)
Cash dividends to shareholders	(345		)	—			—			—			(345		)
Noncontrolling interests and other financing activities				—			(77		)	—			(77		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(2,705		)	70			(3,126		)	4,475			(1,286		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(39		)	—			(39		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			(450		)	(582		)	1,079			47
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	1,633		$	660		$	(1,862	)	$	431

(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, 2015
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY 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 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 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 FINANCING ACTIVITIES	(682		)	(1,046		)	(2,394		)	2,433			(1,689		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(172		)	—			(172		)
NET (DECREASE) INCREASE 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 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 PROVIDED BY (USED FOR) 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	(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 PROVIDED BY (USED FOR) FINANCING ACTIVITIES	(769		)	3,391			(1,227		)	(2,698		)	(1,303		)
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