Guarantee of Registered Securities | 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 |