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 six months ended June 30, 2016 and 2015, condensed consolidating statements of comprehensive income for the three and six months ended June 30, 2016 and 2015, condensed consolidating statements of financial position as of June 30, 2016 and December 31, 2015, and condensed consolidating statements of cash flows for the six months ended June 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 June 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,761		$	—		$	2,761
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,766			—			2,766
Expenses
Compensation and benefits	8			3			1,677			—			1,688
Other general expenses	(1		)	2			672			—			673
Total operating expenses	7			5			2,349			—			2,361
Operating (loss) income	(7		)	(5		)	417			—			405
Interest income	—			4			5			(6		)	3
Interest expense	(49		)	(26		)	(4		)	6			(73		)
Intercompany interest income (expense)	3			(137		)	134			—			—
Intercompany other (expense) income	(57		)	(16		)	73			—			—
Other income (loss)	2			(4		)	6			(4		)	—
(Loss) income before taxes	(108		)	(184		)	631			(4		)	335
Income tax (benefit) expense	(21		)	(64		)	140			—			55
(Loss) income before equity in earnings of subsidiaries	(87		)	(120		)	491			(4		)	280
Equity in earnings of subsidiaries, net of tax	363			236			116			(715		)	—
Net income	276			116			607			(719		)	280
Less: Net income attributable to noncontrolling interests	—			—			8			—			8
Net income attributable to Aon shareholders	$	276		$	116		$	599		$	(719	)	$	272

Condensed Consolidating Statement of Income



	Three months ended June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	2,800		$	—		$	2,800
Fiduciary investment income	—			—			5			—			5
Total revenue	—			—			2,805			—			2,805
Expenses
Compensation and benefits	5			10			1,638			—			1,653
Other general expenses	(4		)	2			877			—			875
Total operating expenses	1			12			2,515			—			2,528
Operating (loss) income	(1		)	(12		)	290			—			277
Interest income	(5		)	4			5			—			4
Interest expense	(29		)	(33		)	(6		)	—			(68		)
Intercompany interest income (expense)	119			(116		)	(3		)	—			—
Intercompany other (expense) income	(56		)	(15		)	71			—			—
Other income	(1		)	—			2			—			1
Income (loss) before taxes	27			(172		)	359			—			214
Income tax expense (benefit)	6			(66		)	86			—			26
Income (loss) before equity in earnings of subsidiaries	21			(106		)	273			—			188
Equity in earnings of subsidiaries, net of tax	157			170			64			(391		)	—
Net income	178			64			337			(391		)	188
Less: Net income attributable to noncontrolling interests	—			—			10			—			10
Net income attributable to Aon shareholders	$	178		$	64		$	327		$	(391	)	$	178

Condensed Consolidating Statement of Income



	Six months ended June 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	5,548		$	—		$	5,548
Fiduciary investment income	—			—			10			—			10
Total revenue	—			—			5,558			—			5,558
Expenses
Compensation and benefits	51			6			3,280			—			3,337
Other general expenses	6			4			1,356			—			1,366
Total operating expenses	57			10			4,636			—			4,703
Operating (loss) income	(57		)	(10		)	922			—			855
Interest income	—			9			9			(13		)	5
Interest expense	(94		)	(54		)	(7		)	13			(142		)
Intercompany interest income (expense)	7			(270		)	263			—			—
Intercompany other (expense) income	(111		)	(15		)	126			—			—
Other income	2			(9		)	29			(4		)	18
(Loss) income before taxes	(253		)	(349		)	1,342			(4		)	736
Income tax (benefit) expense	(47		)	(126		)	302			—			129
(Loss) income before equity in earnings of subsidiaries	(206		)	(223		)	1,040			(4		)	607
Equity in earnings of subsidiaries, net of tax	797			603			380			(1,780		)	—
Net income	591			380			1,420			(1,784		)	607
Less: Net income attributable to noncontrolling interests	—			—			20			—			20
Net income attributable to Aon shareholders	$	591		$	380		$	1,400		$	(1,784	)	$	587

Condensed Consolidating Statement of Income



	Six months ended June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Commissions, fees and other	$	—		$	—		$	5,642		$	—		$	5,642
Fiduciary investment income	—			—			10			—			10
Total revenue	—			—			5,652			—			5,652
Expenses
Compensation and benefits	57			21			3,258			—			3,336
Other general expenses	9			4			1,585			—			1,598
Total operating expenses	66			25			4,843			—			4,934
Operating (loss) income	(66		)	(25		)	809			—			718
Interest income	(9		)	7			9			—			7
Interest expense	(54		)	(68		)	(11		)	—			(133		)
Intercompany interest income (expense)	239			(221		)	(18		)	—			—
Intercompany other (expense) income	(106		)	(23		)	129			—			—
Other income	1			8			34			—			43
Income (loss) before taxes	5			(322		)	952			—			635
Income tax expense (benefit)	1			(117		)	222			—			106
Income (loss) before equity in earnings of subsidiaries	4			(205		)	730			—			529
Equity in earnings of subsidiaries, net of tax	502			571			366			(1,439		)	—
Net income	506			366			1,096			(1,439		)	529
Less: Net income attributable to noncontrolling interests	—			—			23			—			23
Net income attributable to Aon shareholders	$	506		$	366		$	1,073		$	(1,439	)	$	506

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	276		$	116		$	607		$	(719	)	$	280
Less: Net income attributable to noncontrolling interests	—			—			8			—			8
Net income attributable to Aon shareholders	$	276		$	116		$	599		$	(719	)	$	272
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			2			(6		)	—			(4		)
Foreign currency translation adjustments	(2		)	10			(71		)	4			(59		)
Post-retirement benefit obligation	—			3			48			—			51
Total other comprehensive loss	(2		)	15			(29		)	4			(12		)
Equity in other comprehensive loss of subsidiaries, net of tax	(14		)	(31		)	(16		)	61			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(16		)	(16		)	(45		)	65			(12		)
Comprehensive income attributable to Aon shareholders	$	260		$	100		$	554		$	(654	)	$	260

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2015
					Other
	Aon		Aon		Non-Guarantor			Consolidating
(millions)	plc		Corporation		Subsidiaries			Adjustments			Consolidated
Net income	$	178	$	64	$	337		$	(391	)	$	188
Less: Net income attributable to noncontrolling interests	—		—		10			—			10
Net income attributable to Aon shareholders	$	178	$	64	$	327		$	(391	)	$	178
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—		2		(8		)	—			(6		)
Foreign currency translation adjustments	—		4		171			—			175
Post-retirement benefit obligation	—		9		12			—			21
Total other comprehensive (loss) income	—		15		175			—			190
Equity in other comprehensive income of subsidiaries, net of tax	191		173		188			(552		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Total other comprehensive income attributable to Aon shareholders	191		188		364			(552		)	191
Comprehensive income attributable to Aon Shareholders	$	369	$	252	$	691		$	(943	)	$	369

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	591		$	380		$	1,420		$	(1,784	)	$	607
Less: Net income attributable to noncontrolling interests	—			—			20			—			20
Net income attributable to Aon shareholders	$	591		$	380		$	1,400		$	(1,784	)	$	587
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—			—			(11		)	—			(11		)
Foreign currency translation adjustments	(2		)	21			(161		)	4			(138		)
Post-retirement benefit obligation	—			16			(166		)	—			(150		)
Total other comprehensive loss	(2		)	37			(338		)	4			(299		)
Equity in other comprehensive loss of subsidiaries, net of tax	(301		)	(345		)	(308		)	954			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(303		)	(308		)	(646		)	958			(299		)
Comprehensive income attributable to Aon shareholders	$	288		$	72		$	754		$	(826	)	$	288

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2015
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	506		$	366		$	1,096		$	(1,439	)	$	529
Less: Net income attributable to noncontrolling interests	—			—			23			—			23
Net income attributable to Aon shareholders	$	506		$	366		$	1,073		$	(1,439	)	$	506
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			1			(2		)	—			(1		)
Foreign currency translation adjustments	—			(19		)	(128		)	—			(147		)
Post-retirement benefit obligation	—			17			27			—			44
Total other comprehensive (loss) income	—			(1		)	(103		)	—			(104		)
Equity in other comprehensive income of subsidiaries, net of tax	(102		)	(94		)	(95		)	291			—
Less: Other comprehensive income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Total other comprehensive income attributable to Aon shareholders	(102		)	(95		)	(196		)	291			(102		)
Comprehensive income attributable to Aon Shareholders	$	404		$	271		$	877		$	(1,148	)	$	404

Condensed Consolidating Statement of Financial Position



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

Cash and cash equivalents	$	—	$	1,349	$	1,850	$	(2,761	)	$	438
Short-term investments	—		118		133		—			251
Receivables, net	—		1		2,515		—			2,516
Fiduciary assets	—		—		10,201		—			10,201
Intercompany receivables	55		4,847		9,436		(14,338		)	—
Other current assets	—		24		371		—			395
Total Current Assets	55		6,339		24,506		(17,099		)	13,801
Goodwill	—		—		8,473		—			8,473
Intangible assets, net	—		—		2,107		—			2,107
Fixed assets, net	—		—		751		—			751
Non-current deferred tax assets	154		746		176		(811		)	265
Intercompany receivables	378		262		8,711		(9,351		)	—
Prepaid pension	—		6		714		—			720
Other non-current assets	—		111		465		—			576
Investment in subsidiary	12,315		16,914		277		(29,506		)	—
TOTAL ASSETS	$	12,902	$	24,378	$	46,180	$	(56,767	)	$	26,693

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	2,803	$	45	$	1,286	$	(2,761	)	$	1,373
Short-term debt and current portion of long-term debt	241		—		10		—			251
Fiduciary liabilities	—		—		10,201		—			10,201
Intercompany payables	147		12,357		1,834		(14,338		)	—
Other current liabilities	1		60		811		—			872
Total Current Liabilities	3,192		12,462		14,142		(17,099		)	12,697
Long-term debt	4,205		1,413		289		—			5,907
Non-current deferred tax liabilities	—		—		850		(811		)	39
Pension, other post-retirement and other post-employment liabilities	—		1,284		438		—			1,722
Intercompany payables	—		8,878		473		(9,351		)	—
Other non-current liabilities	6		64		697		—			767
TOTAL LIABILITIES	7,403		24,101		16,889		(27,261		)	21,132

TOTAL AON SHAREHOLDERS' EQUITY	5,499		277		29,229		(29,506		)	5,499
Noncontrolling interests	—		—		62		—			62
TOTAL EQUITY	5,499		277		29,291		(29,506		)	5,561

TOTAL LIABILITIES AND EQUITY	$	12,902	$	24,378	$	46,180	$	(56,767	)	$	26,693

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



	Six months ended June 30, 2016
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES	$	237		$	(625	)	$	1,156		$	(4	)	$	764

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			14			9			—			23
Purchases of investments	—			(13		)	(16		)	—			(29		)
Net (purchases) sales of short-term investments - non-fiduciary	—			92			14			—			106
Acquisition of businesses, net of cash acquired	—			—			(183		)	—			(183		)
Proceeds from sale of businesses	—			—			103			—			103
Capital expenditures	—			—			(104		)	—			(104		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			93			(177		)	—			(84		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(750		)	—			—			—			(750		)
Advances from (to) affiliates	(211		)	348			(321		)	184			—
Issuance of shares for employee benefit plans	(87		)	—			—			—			(87		)
Issuance of debt	1,239			817			—			—			2,056
Repayment of debt	(259		)	(1,367		)	(6		)	—			(1,632		)
Cash dividends to shareholders	(169		)	—			—			—			(169		)
Noncontrolling interests and other financing activities	—			—			(62		)	—			(62		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	(237		)	(202		)	(389		)	184			(644		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			18			—			18
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(734		)	608			180			54
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	1,349		$	1,850		$	(2,761	)	$	438

Condensed Consolidating Statement of Cash Flows



	Six months ended June 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	$	93		$	(368	)	$	853		$	—		$	578

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			—			10			—			10
Purchases of investments	—			(1		)	—			—			(1		)
Net (purchases) sales of short-term investments - non-fiduciary	—			41			(138		)	—			(97		)
Acquisition of businesses, net of cash acquired	—			—			(23		)	—			(23		)
Proceeds from sale of businesses	—			—			52			—			52
Capital expenditures	—			—			(142		)	—			(142		)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES	—			40			(241		)	—			(201		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(550		)	—			—			—			(550		)
Advances from (to) affiliates	172			(134		)	(1,191		)	1,153			—
Issuance of shares for employee benefit plans	(161		)	—			—			—			(161		)
Issuance of debt	712			1,732			1			—			2,445
Repayment of debt	(110		)	(1,776		)	(10		)	—			(1,896		)
Cash dividends to shareholders	(156		)	—			—			—			(156		)
Noncontrolling interests and other financing activities	—			—			(23		)	—			(23		)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(93		)	(178		)	(1,223		)	1,153			(341		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(43		)	—			(43		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(506		)	(654		)	1,153			(7		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,727			1,361			(3,714		)	374
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2,221		$	707		$	(2,561	)	$	367