Guarantee of Registered Securities

As described in Note 16 “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 for the three months ended March 31, 2017 and 2016, condensed consolidating statements of comprehensive income for the three months ended March 31, 2017 and 2016, condensed consolidating statements of financial position as of March 31, 2017 and December 31, 2016, and condensed consolidating statements of cash flows for the three months ended March 31, 2017 and 2016 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.

As described in Note 1 “Basis of Presentation” and consistent with The Company’s Condensed Consolidated Financial Statements, the following tables present the financial results of the Divested Business as discontinued operations for all periods presented within Non-Guarantor Subsidiaries. The impact of intercompany transactions have been reflected within continuing operations in the Condensed Consolidating Financial Statements.

Condensed Consolidating Statement of Income



	Three months ended March 31, 2017
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,381		$	—		$	2,381
Expenses
Compensation and benefits	52			6			1,403			—			1,461
Information technology	—			—			88			—			88
Premises	—			—			84			—			84
Depreciation of fixed assets	—			—			54			—			54
Amortization of intangible assets	—			—			43			—			43
Other general expenses	5			2			301			—			308
Total operating expenses	57			8			1,973			—			2,038
Operating (loss) income	(57		)	(8		)	408			—			343
Interest income	—			6			(2		)	(2		)	2
Interest expense	(45		)	(24		)	(3		)	2			(70		)
Intercompany interest income (expense)	3			(136		)	133			—			—
Intercompany other (expense) income	(50		)	7			43			—			—
Other income (expense)	(10		)	12			(20		)	8			(10		)
Income from continuing operations before income taxes	(159		)	(143		)	559			8			265
Income tax (benefit) expense	(14		)	(54		)	68			—			—
(Loss) income from continuing operations	(145		)	(89		)	491			8			265
Income from discontinued operations, net of tax	—			—			40			—			40
(Loss) income before equity in earnings of subsidiaries	(145		)	(89		)	531			8			305
Equity in earnings of subsidiaries, net of tax	428			271			182			(881		)	—
Net income	283			182			713			(873		)	305
Less: Net income attributable to noncontrolling interests	—			—			14			—			14
Net income attributable to Aon shareholders	$	283		$	182		$	699		$	(873	)	$	291

Condensed Consolidating Statement of Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,276		$	—		$	2,276
Expenses
Compensation and benefits	43			3			1,299			—			1,345
Information technology	—			—			83			—			83
Premises	—			—			82			—			82
Depreciation of fixed assets	—			—			38			—			38
Amortization of intangible assets	—			—			37			—			37
Other general expenses	7			2			262			—			271
Total operating expenses	50			5			1,801			—			1,856
Operating (loss) income	(50		)	(5		)	475			—			420
Interest income	—			5			4			(7		)	2
Interest expense	(45		)	(28		)	(3		)	7			(69		)
Intercompany interest income (expense)	4			(133		)	129			—			—
Intercompany other (expense) income	(54		)	1			53			—			—
Other income (expense)	—			(5		)	23			—			18
Income from continuing operations before income taxes	(145		)	(165		)	681			—			371
Income tax (benefit) expense	(26		)	(62		)	147			—			59
(Loss) income from continuing operations	(119		)	(103		)	534			—			312
Income from discontinued operations, net of tax	—			—			25			—			25
(Loss) income before equity in earnings of subsidiaries	(119		)	(103		)	559			—			337
Equity in earnings of subsidiaries, net of tax	444			356			253			(1,053		)	—
Net income	325			253			812			(1,053		)	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	$	325		$	253		$	800		$	(1,053	)	$	325

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2017
						Other
	Aon		Aon			Non-Guarantor		Consolidating
(millions)	plc		Corporation			Subsidiaries		Adjustments			Consolidated
Net income (loss)	$	283	$	182		$	713	$	(873	)	$	305
Less: Net income attributable to noncontrolling interests	—		—			14		—			14
Net income (loss) attributable to Aon shareholders	283		182			699		(873		)	291
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—		(2		)	—		—			(2		)
Foreign currency translation adjustments	—		—			155		(8		)	147
Post-retirement benefit obligation	—		8			10		—			18
Total other comprehensive income (loss)	—		6			165		(8		)	163
Equity in other comprehensive loss of subsidiaries, net of tax	170		164			170		(504		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			1		—			1
Total other comprehensive loss attributable to Aon shareholders	170		170			334		(512		)	162
Comprehensive income (loss) attributable to Aon shareholders	$	453	$	352		$	1,033	$	(1,385	)	$	453

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	325		$	253		$	812		$	(1,053	)	$	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	325			253			800			(1,053		)	325
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(2		)	(5		)	—			(7		)
Foreign currency translation adjustments	—			11			(90		)	—			(79		)
Post-retirement benefit obligation	—			13			(214		)	—			(201		)
Total other comprehensive loss	—			22			(309		)	—			(287		)
Equity in other comprehensive loss of subsidiaries, net of tax	(287		)	(314		)	(292		)	893			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(287		)	(292		)	(601		)	893			(287		)
Comprehensive income (loss) attributable to Aon Shareholders	$	38		$	(39	)	$	199		$	(160	)	$	38

Condensed Consolidating Statement of Financial Position



	As of March 31, 2017
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	1,425		$	596		$	(1,588	)	$	433
Short-term investments	—		46			154			—			200
Receivables, net	—		—			2,103			—			2,103
Fiduciary assets	—		—			9,162			—			9,162
Intercompany receivables	73		3,215			8,345			(11,633		)	—
Current assets of discontinued operations	—		—			3,186			—			3,186
Other current assets	6		12			291			—			309
Total Current Assets	79		4,698			23,837			(13,221		)	15,393
Goodwill	—		—			7,544			—			7,544
Intangible assets, net	—		—			1,886			—			1,886
Fixed assets, net	—		—			536			—			536
Non-current deferred tax assets	134		723			172			(678		)	351
Intercompany receivables	372		261			8,716			(9,349		)	—
Prepaid pension	—		5			888			—			893
Other non-current assets	2		120			257			—			379
Investment in subsidiary	10,707		15,836			(10		)	(26,533		)	—
TOTAL ASSETS	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	837	$	18		$	2,065		$	(1,588	)	$	1,332
Short-term debt and current portion of long-term debt	324		60			283			—			667
Fiduciary liabilities	—		—			9,162			—			9,162
Intercompany payables	167		9,799			1,667			(11,633		)	—
Current liabilities of discontinued operations	—		—			1,036			—			1,036
Other current liabilities	—		62			711			—			773
Total Current Liabilities	1,328		9,939			14,924			(13,221		)	12,970
Long-term debt	4,196		1,413			1			—			5,610
Non-current deferred tax liabilities	—		—			790			(678		)	112
Pension, other post-retirement and other post-employment liabilities	—		1,340			391			—			1,731
Intercompany payables	—		8,881			468			(9,349		)	—
Other non-current liabilities	16		80			637			—			733
TOTAL LIABILITIES	5,540		21,653			17,211			(23,248		)	21,156

TOTAL AON SHAREHOLDERS’ EQUITY	5,754		(10		)	26,543			(26,533		)	5,754
Noncontrolling interests	—		—			72			—			72
TOTAL EQUITY	5,754		(10		)	26,615			(26,533		)	5,826
TOTAL LIABILITIES AND EQUITY	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

Condensed Consolidating Statement of Financial Position



	As of December 31, 2016
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	1,633		$	655		$	(1,862	)	$	426
Short-term investments	—		140			150			—			290
Receivables, net	—		3			2,103			—			2,106
Fiduciary assets	—		—			8,959			—			8,959
Intercompany receivables	105		1,880			9,825			(11,810		)	—
Current assets of discontinued operations	—		—			1,118			—			1,118
Other current assets	—		25			222			—			247
Total Current Assets	105		3,681			23,032			(13,672		)	13,146
Goodwill	—		—			7,410			—			7,410
Intangible assets, net	—		—			1,890			—			1,890
Fixed assets, net	—		—			550			—			550
Non-current deferred tax assets	134		726			171			(706		)	325
Intercompany receivables	366		261			8,711			(9,338		)	—
Prepaid pension	—		5			853			—			858
Non-current assets of discontinued operations	—		—			2,076			—			2,076
Other non-current assets	2		119			239			—			360
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		$	2,837		$	(1,862	)	$	1,604
Short-term debt and current portion of long-term debt	279		50			7			—			336
Fiduciary liabilities	—		—			8,959			—			8,959
Intercompany payables	142		10,399			1,269			(11,810		)	—
Current liabilities of discontinued operations	—		—			940			—			940
Other current liabilities	—		63			593			—			656
Total Current Liabilities	1,006		10,556			14,605			(13,672		)	12,495
Long-term debt	4,177		1,413			279			—			5,869
Non-current deferred tax liabilities	—		—			759			(658		)	101
Pension, other post-retirement and other post-employment liabilities	—		1,356			404			—			1,760
Intercompany payables	—		8,877			461			(9,338		)	—
Non-current liabilities of discontinued operations	—		—			139			—			139
Other non-current liabilities	8		77			634			—			719
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 Cash Flows



	Three months ended March 31, 2017
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(28	)	$	1,117		$	533		$	(1,440	)	$	182
Cash provided by operating activities - discontinued operations	—			—			58			—			58
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(28		)	1,117			591			(1,440		)	240

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			565			4			(544		)	25
Purchases of investments	—			(4		)	(546		)	541			(9		)
Net purchases of short-term investments - non-fiduciary	—			94			—			—			94
Acquisition of businesses, net of cash acquired	—			—			(46		)	—			(46		)
Sale of businesses, net of cash sold	—			—			(2		)	—			(2		)
Capital expenditures	—			—			(34		)	—			(34		)
Cash provided by investing activities - continuing operations	—			655			(624		)	(3		)	28
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			655			(639		)	(3		)	13

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(126		)	—			—			—			(126		)
Advances from (to) affiliates	290			(1,990		)	(17		)	1,717			—
Issuance of shares for employee benefit plans	(85		)	—			—			—			(85		)
Issuance of debt	457			535			—			—			992
Repayment of debt	(421		)	(525		)	(4		)	—			(950		)
Cash dividends to shareholders	(87		)	—			—			—			(87		)
Noncontrolling interests and other financing activities	—			—			(2		)	—			(2		)
Cash used for financing activities - continuing operations	28			(1,980		)	(23		)	1,717			(258		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	28			(1,980		)	(23		)	1,717			(258		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			25			—			25
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(208		)	(46		)	274			20
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			1,633			660			(1,862		)	431
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,425		$	614		$	(1,588	)	$	451

(1) Includes 18 million of discontinued operations at March 31, 2017.

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(47	)	$	(37	)	$	228		$	—		$	144
Cash provided by operating activities - discontinued operations	—			—			129			—			129
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(47		)	(37		)	357			—			273

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			9			4			—			13
Purchases of investments	—			(5		)	(9		)	—			(14		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(244		)	17			—			(227		)
Acquisition of businesses, net of cash acquired	—			—			(16		)	—			(16		)
Sale of businesses, net of cash sold	—			—			97			—			97
Capital expenditures	—			—			(37		)	—			(37		)
Cash provided by investing activities - continuing operations	—			(240		)	56			—			(184		)
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			(240		)	41			—			(199		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(685		)	—			—			—			(685		)
Advances from (to) affiliates	(46		)	(219		)	(147		)	412			—
Issuance of shares for employee benefit plans	(64		)	—			(1		)	—			(65		)
Issuance of debt	996			50			(1		)	—			1,045
Repayment of debt	(72		)	(100		)	(3		)	—			(175		)
Cash dividends to shareholders	(82		)	—			—			—			(82		)
Noncontrolling interests and other financing activities	—			—			(42		)	—			(42		)
Cash used for financing activities - continuing operations	47			(269		)	(194		)	412			(4		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	47			(269		)	(194		)	412			(4		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			11			—			11
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(546		)	215			412			81
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,537		$	1,457		$	(2,529	)	$	465

(1) Includes $3 million of discontinued operations at March 31, 2016.