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 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 months ended March 31, 2016 and 2015, condensed consolidating statements of comprehensive income for the three months ended March 31, 2016 and 2015, condensed consolidating statements of financial position as of March 31, 2016 and December 31, 2015, and condensed consolidating statements of cash flows for the three months ended March 31, 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 March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,787		$	—		$	2,787
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,792			—			2,792
Expenses
Compensation and benefits	43			3			1,603			—			1,649
Other general expenses	7			2			684			—			693
Total operating expenses	50			5			2,287			—			2,342
Operating (loss) income	(50		)	(5		)	505			—			450
Interest income	(7		)	5			4			—			2
Interest expense	(38		)	(28		)	(3		)	—			(69		)
Intercompany interest income (expense)	4			(133		)	129			—			—
Intercompany other (expense) income	(54		)	1			53			—			—
Other income	—			(5		)	23			—			18
(Loss) income before taxes	(145		)	(165		)	711			—			401
Income tax (benefit) expense	(26		)	(62		)	162			—			74
(Loss) income before equity in earnings of subsidiaries	(119		)	(103		)	549			—			327
Equity in earnings of subsidiaries, net of tax	434			367			264			(1,065		)	—
Net income	315			264			813			(1,065		)	327
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	$	315		$	264		$	801		$	(1,065	)	$	315

Condensed Consolidating Statement of Income



	Three months ended March 31, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,842		$	—		$	2,842
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,847			—			2,847
Expenses
Compensation and benefits	52			11			1,620			—			1,683
Other general expenses	13			2			708			—			723
Total operating expenses	65			13			2,328			—			2,406
Operating (loss) income	(65		)	(13		)	519			—			441
Interest income	(5		)	3			5			—			3
Interest expense	(25		)	(34		)	(6		)	—			(65		)
Intercompany interest income (expense)	119			(105		)	(14		)	—			—
Intercompany other (expense) income	(50		)	(8		)	58			—			—
Other income	2			8			32			—			42
Income (loss) before taxes	(24		)	(149		)	594			—			421
Income tax expense (benefit)	(5		)	(50		)	135			—			80
Income (loss) before equity in earnings of subsidiaries	(19		)	(99		)	459			—			341
Equity in earnings of subsidiaries, net of tax	347			403			304			(1,054		)	—
Net income	328			304			763			(1,054		)	341
Less: Net income attributable to noncontrolling interests	—			—			13			—			13
Net income attributable to Aon shareholders	$	328		$	304		$	750		$	(1,054	)	$	328

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	$	315		$	264		$	813		$	(1,065	)	$	327
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	$	315		$	264		$	801		$	(1,065	)	$	315
Other comprehensive (loss) income, 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 income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(287		)	(292		)	(601		)	893			(287		)
Comprehensive income attributable to Aon shareholders	$	28		$	(28	)	$	200		$	(172	)	$	28

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	328		$	304		$	763		$	(1,054	)	$	341
Less: Net income attributable to noncontrolling interests	—			—			13			—			13
Net income attributable to Aon shareholders	$	328		$	304		$	750		$	(1,054	)	$	328
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(1		)	6			—			5
Foreign currency translation adjustments	—			(23		)	(299		)	—			(322		)
Post-retirement benefit obligation	—			8			15			—			23
Total other comprehensive (loss) income	—			(16		)	(278		)	—			(294		)
Equity in other comprehensive income of subsidiaries, net of tax	(293		)	(267		)	(283		)	843			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Total other comprehensive income attributable to Aon shareholders	(293		)	(283		)	(560		)	843			(293		)
Comprehensive income attributable to Aon Shareholders	$	35		$	21		$	190		$	(211	)	$	35

Condensed Consolidating Statement of Financial Position



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

Cash and cash equivalents	$	—	$	1,537	$	1,457	$	(2,529	)	$	465
Short-term investments	—		453		134		—			587
Receivables, net	2		—		2,589		—			2,591
Fiduciary assets	—		—		9,776		—			9,776
Intercompany receivables	43		3,786		8,759		(12,588		)	—
Other current assets	—		206		418		(2		)	622
Total Current Assets	45		5,982		23,133		(15,119		)	14,041
Goodwill	—		—		8,411		—			8,411
Intangible assets, net	—		—		2,108		—			2,108
Fixed assets, net	—		—		766		—			766
Non-current deferred tax assets	154		556		137		(676		)	171
Intercompany receivables	379		537		8,716		(9,632		)	—
Prepaid pension	—		6		731		—			737
Other non-current assets	—		114		465		—			579
Investment in subsidiary	11,949		16,643		239		(28,831		)	—
TOTAL ASSETS	$	12,527	$	23,838	$	44,706	$	(54,258	)	$	26,813

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	2,624	$	22	$	1,303	$	(2,529	)	$	1,420
Short-term debt and current portion of long-term debt	184		500		11		—			695
Fiduciary liabilities	—		—		9,776		—			9,776
Intercompany payables	141		11,365		1,082		(12,588		)	—
Other current liabilities	85		60		759		(2		)	902
Total Current Liabilities	3,034		11,947		12,931		(15,119		)	12,793
Long-term debt	4,206		1,413		283		—			5,902
Non-current deferred tax liabilities	—		—		853		(676		)	177
Pension, other post-retirement and other post-employment liabilities	—		1,295		461		—			1,756
Intercompany payables	—		8,881		751		(9,632		)	—
Other non-current liabilities	6		63		769		—			838
TOTAL LIABILITIES	7,246		23,599		16,048		(25,427		)	21,466

TOTAL AON SHAREHOLDERS' EQUITY	5,281		239		28,592		(28,831		)	5,281
Noncontrolling interests	—		—		66		—			66
TOTAL EQUITY	5,281		239		28,658		(28,831		)	5,347

TOTAL LIABILITIES AND EQUITY	$	12,527	$	23,838	$	44,706	$	(54,258	)	$	26,813

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	—		217		347		(2		)	562
Total Current Assets	433		4,459		22,358		(13,282		)	13,968
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		558		107		(678		)	141
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	$	44,444	$	(52,285	)	$	27,127

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		720		(3		)	820
Total Current Liabilities	3,202		10,169		12,998		(13,283		)	13,086
Long-term debt	3,451		1,412		275		—			5,138
Non-current 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	6,660		21,833		16,049		(23,578		)	20,964

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	$	44,444	$	(52,285	)	$	27,127

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2016
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
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		)
Proceeds from sale of businesses	—			—			97			—			97
Capital expenditures	—			—			(52		)	—			(52		)
CASH PROVIDED BY (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) 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	$	—		$	1,537		$	1,457		$	(2,529	)	$	465

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 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	$	164		$	(188	)	$	322		$	—		$	298

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			—			3			—			3
Purchases of investments	—			(1		)	—			—			(1		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(1		)	43			—			42
Acquisition of businesses, net of cash acquired	—			—			(21		)	—			(21		)
Proceeds from sale of businesses	—			—			41			—			41
Capital expenditures	—			—			(62		)	—			(62		)
CASH PROVIDED BY INVESTING ACTIVITIES	—			(2		)	4			—			2

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(250		)	—			—			—			(250		)
Advances from (to) affiliates	157			(385		)	(984		)	1,212			—
Issuance of shares for employee benefit plans	(114		)	—			—			—			(114		)
Issuance of debt	114			756			—			—			870
Repayment of debt	—			(678		)	(8		)	—			(686		)
Cash dividends to shareholders	(71		)	—			—			—			(71		)
Noncontrolling interests and other financing activities	—			—			(6		)	—			(6		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(164		)	(307		)	(998		)	1,212			(257		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(39		)	—			(39		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(497		)	(711		)	1,212			4
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,230		$	650		$	(2,502	)	$	378