Guarantee of Registered Securities | 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 |