Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Aon plc

We have audited the accompanying consolidated statements of financial position of Aon plc as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aon plc at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aon plc's internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 22, 2016 expressed an unqualified opinion thereon.

Chicago, Illinois

February 22, 2016

Aon plc

Consolidated Statements of Income

(millions, except per share data)	Years ended December 31	2015				2014				2013
Revenue
Commissions, fees and other		$	11,661			$	12,019			$	11,787
Fiduciary investment income		21				26				28
Total revenue		11,682				12,045				11,815
Expenses
Compensation and benefits		6,837				7,014				6,945
Other general expenses		2,997				3,065				3,199
Total operating expenses		9,834				10,079				10,144
Operating income		1,848				1,966				1,671
Interest income		14				10				9
Interest expense		(273		)		(255		)		(210		)
Other income		100				44				68
Income before income taxes		1,689				1,765				1,538
Income taxes		267				334				390
Net income		1,422				1,431				1,148
Less: Net income attributable to noncontrolling interests		37				34				35
Net income attributable to Aon shareholders		$	1,385			$	1,397			$	1,113
Basic net income per share attributable to Aon shareholders		$	4.93			$	4.73			$	3.57
Diluted net income per share attributable to Aon shareholders		$	4.88			$	4.66			$	3.53
Cash dividends per share paid on ordinary shares		$	1.15			$	0.92			$	0.68
Weighted average ordinary shares outstanding - basic		280.8				295.5				311.4
Weighted average ordinary shares outstanding - diluted		283.8				299.6				315.4

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Comprehensive Income

(millions)	Years Ended December 31	2015				2014				2013
Net income		$	1,422			$	1,431			$	1,148
Less: Net income attributable to noncontrolling interests		37				34				35
Net income attributable to Aon shareholders		$	1,385			$	1,397			$	1,113
Other comprehensive (loss) gain, net of tax:
Change in fair value of financial instruments		(8		)		4				7
Foreign currency translation adjustments		(442		)		(507		)		(65		)
Post-retirement benefit obligation		155				(260		)		293
Total other comprehensive (loss) income		(295		)		(763		)		235
Less: Other comprehensive loss attributable to noncontrolling interests		(6		)		(3		)		(1		)
Total other comprehensive (loss) income attributable to Aon shareholders		(289		)		(760		)		236
Comprehensive income attributable to Aon shareholders		$	1,096			$	637			$	1,349

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Financial Position

(millions, except nominal value)	As of December 31	2015				2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	384			$	374
Short-term investments		356				394
Receivables, net		2,734				2,815
Fiduciary assets		9,932				11,638
Other current assets		566				602
Total Current Assets		13,972				15,823
Goodwill		8,448				8,860
Intangible assets, net		2,180				2,520
Fixed assets, net		765				765
Non-current deferred tax assets		141				144
Prepaid pension		1,033				933
Other non-current assets		625				727
TOTAL ASSETS		$	27,164			$	29,772
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Fiduciary liabilities		$	9,932			$	11,638
Short-term debt and current portion of long-term debt		562				783
Accounts payable and accrued liabilities		1,772				1,805
Other current liabilities		820				788
Total Current Liabilities		13,086				15,014
Long-term debt		5,175				4,799
Non-current deferred tax liabilities		176				313
Pension, other post retirement, and post employment liabilities		1,795				2,141
Other non-current liabilities		769				874
TOTAL LIABILITIES		21,001				23,141
EQUITY
Ordinary shares - $0.01 nominal value Authorized: 750 shares (issued: 2015 - 269.8; 2014 - 280.0)		3				3
Additional paid-in capital		5,409				5,097
Retained earnings		4,117				4,605
Accumulated other comprehensive loss		(3,423		)		(3,134		)
TOTAL AON SHAREHOLDERS' EQUITY		6,106				6,571
Noncontrolling interests		57				60
TOTAL EQUITY		6,163				6,631
TOTAL LIABILITIES AND EQUITY		$	27,164			$	29,772

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Shareholders' Equity

(millions)	Shares			Ordinary Shares and Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss, Net of Tax				Noncontrolling Interests				Total
Balance at January 1, 2013	310.9			$	4,439			$	5,933			$	(2,610	)		$	43			$	7,805
Net income	—			—				1,113				—				35				1,148
Shares issued — employee benefit plans	0.7			28				(1		)		—				—				27
Shares issued — employee compensation	5.9			(50		)		—				—				—				(50		)
Shares purchased	(16.8	)		—				(1,102		)		—				—				(1,102		)
Tax benefit — employee benefit plans	—			74				—				—				—				74
Share-based compensation expense	—			300				—				—				—				300
Dividends to shareholders	—			—				(212		)		—				—				(212		)
Net change in fair value of financial instruments	—			—				—				7				—				7
Net foreign currency translation adjustments	—			—				—				(64		)		(1		)		(65		)
Net post-retirement benefit obligation	—			—				—				293				—				293
Purchase of subsidiary shares from non-controlling interest	—			(3		)		—				—				(8		)		(11		)
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				(19		)		(19		)
Balance at December 31, 2013	300.7			4,788				5,731				(2,374		)		50				8,195
Net income	—			—				1,397				—				34				1,431
Shares issued — employee benefit plans	0.4			26				—				—				—				26
Shares issued — employee compensation	4.7			(131		)		—				—				—				(131		)
Shares purchased	(25.8	)		—				(2,250		)		—				—				(2,250		)
Tax benefit — employee benefit plans	—			89				—				—				—				89
Share-based compensation expense	—			328				—				—				—				328
Dividends to shareholders	—			—				(273		)		—				—				(273		)
Net change in fair value of financial instruments	—			—				—				4				—				4
Net foreign currency translation adjustments	—			—				—				(504		)		(3		)		(507		)
Net post-retirement benefit obligation	—			—				—				(260		)		—				(260		)
Sale of subsidiary shares from non-controlling interest	—			—				—				—				3				3
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				(24		)		(24		)
Balance at December 31, 2014	280.0			5,100				4,605				(3,134		)		60				6,631
Net income	—			—				1,385				—				37				1,422
Shares issued — employee benefit plans	0.5			33				—				—				—				33
Shares issued — employee compensation	5.3			(188		)		—				—				—				(188		)
Shares purchased	(16.0	)		—				(1,550		)		—				—				(1,550		)
Tax benefit — employee benefit plans	—			126				—				—				—				126
Share-based compensation expense	—			340				—				—				—				340
Dividends to shareholders	—			—				(323		)		—				—				(323		)
Net change in fair value of financial instruments	—			—				—				(8		)		—				(8		)
Net foreign currency translation adjustments	—			—				—				(436		)		(6		)		(442		)
Net post-retirement benefit obligation	—			—				—				155				—				155
Sales of subsidiary shares to non-controlling interest	—			1				—				—				(7		)		(6		)
Dividends paid to non-controlling interests on subsidiary common stock	—			—				—				—				(27		)		(27		)
Balance at December 31, 2015	269.8			$	5,412			$	4,117			$	(3,423	)		$	57			$	6,163

See accompanying Notes to Consolidated Financial Statements.

Aon plc

Consolidated Statements of Cash Flows

(millions)	Years ended December 31	2015				2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	1,422			$	1,431			$	1,148
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses and investments, net		(81		)		(44		)		(65		)
Depreciation of fixed assets		229				242				240
Amortization of intangible assets		314				352				395
Share-based compensation expense		340				328				300
Deferred income taxes		(223		)		(135		)		(14		)
Change in assets and liabilities:
Fiduciary receivables		599				(19		)		(4		)
Short-term investments — funds held on behalf of clients		350				(403		)		156
Fiduciary liabilities		(949		)		422				(152		)
Receivables, net		(83		)		(25		)		141
Accounts payable and accrued liabilities		87				4				110
Restructuring reserves		(31		)		(83		)		15
Current income taxes		116				42				(116		)
Pension, other post-retirement and other post-employment liabilities		(230		)		(340		)		(502		)
Other assets and liabilities		149				40				101
CASH PROVIDED BY OPERATING ACTIVITIES		2,009				1,812				1,753
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments		220				52				93
Payments for investments		(266		)		(20		)		(15		)
Net sales (purchases) of short-term investments — non-fiduciary		9				110				(174		)
Acquisition of businesses, net of cash acquired		(16		)		(479		)		(54		)
Proceeds from sale of businesses		205				48				40
Capital expenditures		(290		)		(256		)		(229		)
CASH USED FOR INVESTING ACTIVITIES		(138		)		(545		)		(339		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase		(1,550		)		(2,250		)		(1,102		)
Issuance of shares for employee benefit plans		(30		)		(105		)		(22		)
Issuance of debt		5,351				5,239				4,906
Repayment of debt		(5,098		)		(3,918		)		(4,679		)
Cash dividends to shareholders		(323		)		(273		)		(212		)
Noncontrolling interests and other financing activities		(39		)		4				(27		)
CASH USED FOR FINANCING ACTIVITIES		(1,689		)		(1,303		)		(1,136		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(172		)		(67		)		(92		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		10				(103		)		186
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		374				477				291
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	384			$	374			$	477
Supplemental disclosures:
Interest paid		$	254			$	245			$	206
Income taxes paid, net of refunds		249				337				445

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The Consolidated Financial Statements include the accounts of Aon plc and all of its controlled subsidiaries ("Aon" or the "Company"). All intercompany accounts and transactions have been eliminated. The Consolidated Financial Statements include, in the opinion of management, all adjustments necessary to present fairly the Company's consolidated financial position, results of operations and cash flows for all periods presented.

Reclassification

Certain amounts in prior years' Consolidated Financial Statements and related notes have been reclassified to conform to the 2015 presentation.

In prior periods, long-term investments were included in Investments in the Consolidated Statement of Financial Position. These amounts are now included in Other non-current assets in the Consolidated Statement of Financial Position, as shown in Note 3 to these Consolidated Financial Statements. Long-term investments were $135 million at December 31, 2015 and $143 million at December 31, 2014.

In prior periods, prepaid pensions were included in Other non-current assets in the Consolidated Statement of Financial Position. These amounts are now separately disclosed in the Consolidated Statement of Financial Position. Prepaid pensions were $1,033 million at December 31, 2015 and $933 million at December 31, 2014.

Upon vesting of certain share-based payment arrangements, employees may elect to use a portion of the shares to satisfy tax withholding requirements, in which case Aon makes a payment to the taxing authority on the employee’s behalf and remits the remaining shares to the employee. The Company has historically presented amounts due to taxing authorities within Cash Flows From Operating Activities in the Consolidated Statements of Cash Flows. The amounts are now included in “Issuance of shares for employee benefit plans” within Cash Flows From Financing Activities. The Company believes this presentation provides greater clarity into the operating and financing activities of the Company as the substance and accounting for these transactions is that of a share repurchase. It also aligns the Company’s presentation to be consistent with industry practice. Amounts reported in Issuance of shares for employee benefit plans were $227 million, $170 million, and $120 million, respectively, for the years ended December 31, 2015, 2014 and 2013. These amounts, which were reclassified from Accounts payable and accrued liabilities and Other assets and liabilities, were $85 million and $85 million in 2014, and $62 million and $58 million in 2013, respectively.

Changes to the presentation in the Consolidated Statements of Cash Flows for 2014 and 2013 were made related to certain line items within financing activities. The following line items and respective amounts have been aggregated in a new line item titled “Noncontrolling interests and other financing activities” within financing activities.

Years Ended December 31,	2014			2013
Purchases of shares from noncontrolling interests	3			(8	)
Dividends paid to noncontrolling interests	(24	)		(19	)
Proceeds from sale-leaseback	25			—

Use of Estimates

The preparation of the accompanying Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management's best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined, among other factors, with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods.

2. Summary of Significant Accounting Principles and Practices

Revenue Recognition

Risk Solutions segment revenues primarily include insurance commissions and fees for services rendered and investment income on funds held on behalf of clients. Revenues are recognized when they are earned and realized or realizable. The Company considers revenues to be earned and realized or realizable when all of the following four conditions are met: (1) persuasive evidence of an arrangement exists, (2) the arrangement fee is fixed or determinable, (3) delivery or performance has occurred, and (4) collectability is reasonably assured. For brokerage commissions, revenue is typically recognized at the completion of the placement process, assuming all four criteria required to recognize revenue have been met. The placement process is typically considered complete on the effective date of the related policy. Commission revenues are recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data.

HR Solutions segment revenues consist primarily of fees paid by clients for consulting advice and outsourcing contracts. Fees paid by clients for consulting services are typically charged on an hourly, project or fixed-fee basis. Revenues from time-and-materials or cost-plus arrangements are recognized as services are performed, assuming all four criteria to recognize revenue have been met. Revenues from fixed-fee contracts are recognized as services are provided using a proportional-performance model or at the completion of a project based on facts and circumstances of the client arrangement. Revenues from health care exchange arrangements are typically recognized upon successful enrollment of participants, net of a reserve for estimated cancellations, assuming all four criteria to recognize revenue have been met. Reimbursements received for out-of-pocket expenses are recorded as a component of revenues. The Company's outsourcing contracts typically have three-to-five year terms for benefits services and five-to-ten year terms for human resources business process outsourcing ("HR BPO") services. The Company recognizes revenues as services are performed, assuming all criteria to recognize revenue have been met. The Company may also receive implementation fees from clients either up-front or over the ongoing services period as a component of the fee per participant. Lump sum implementation fees received from a client are typically deferred and recognized ratably over the ongoing contract services period. If a client terminates an outsourcing services arrangement prior to the end of the contract, a loss on the contract may be recorded, if necessary, and any remaining deferred implementation revenues would typically be recognized over the remaining service period through the termination date.

In connection with the Company's long-term outsourcing service agreements, highly customized implementation efforts are often necessary to set up clients and their human resource or benefit programs on the Company's systems and operating processes. Qualifying costs of implementation incurred prior to the services commencing are generally deferred and amortized over the period that the related ongoing services revenue is recognized. Deferred costs are assessed for recoverability on a periodic basis to the extent the deferred cost exceeds related deferred revenue.

Share-Based Compensation Costs

Share-based payments to employees, including grants of employee share options, restricted shares and restricted share units ("RSUs"), performance share awards ("PSAs") as well as employee share purchases related to the Employee Share Purchase Plan, are measured based on estimated grant date fair value. The Company recognizes compensation expense over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Pension and Other Post-Retirement Benefits

The Company records net period cost relating to its pension and other post-retirement benefit plans based on calculations that include various actuarial assumptions, including discount rates, assumed rates of return on plan assets, inflation rates, mortality rates, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and modifies these assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over future service periods or future estimated lives if the plans are frozen. The funded status of each plan, calculated as the fair value of plan assets less the benefit obligation, is reflected in the Company's Consolidated Statements of Financial Position using a December 31 measurement date.

Net Income per Share

Basic net income per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, including participating securities, which consist of unvested share awards with non-forfeitable rights to dividends. Diluted net income per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, which have been adjusted for the dilutive effect of potentially issuable ordinary shares (excluding those that are considered participating securities), including certain

contingently issuable shares. The diluted earnings per share calculation reflects the more dilutive effect of either (1) the two-class method that assumes that the participating securities have not been exercised, or (2) the treasury stock method.

Certain ordinary share equivalents, related primarily to options, are not included in the computation of diluted income per share if their inclusion would be antidilutive.

Cash and Cash Equivalents and Short-term Investments

Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less. Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with initial maturities in excess of three months but less than one year and are carried at amortized cost, which approximates fair value.

At December 31, 2015, Cash and cash equivalents and Short-term investments totaled $740 million compared to $768 million at December 31, 2014. Of the total balance, $105 million and $169 million was restricted as to its use at December 31, 2015 and 2014, respectively. Included within the December 31, 2015 and 2014 balances, respectively, were £43.3 million ($64.6 million at December 31, 2015 exchanges rates) and £42.0 million ($65.3 million at December 31, 2014 exchange rates) of operating funds required to be held by the Company in the U.K. by the Financial Conduct Authority, a U.K.-based regulator, which were included in Short-term investments. In addition, Cash and cash equivalents included additional restricted balances of $40 million and $104 million at December 31, 2015 and 2014, respectively.

Fiduciary Assets and Liabilities

In its capacity as an insurance agent and broker, Aon collects premiums from insureds and, after deducting its commission, remits the premiums to the respective insurers. Aon also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as Fiduciary assets in the Company's Consolidated Statements of Financial Position. Unremitted insurance premiums and claims are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Company's Consolidated Statements of Financial Position. Some of the Company's outsourcing agreements also require it to hold funds to pay certain obligations on behalf of clients. These funds are also recorded as Fiduciary assets with the related obligation recorded as Fiduciary liabilities in the Company's Consolidated Statements of Financial Position.

Aon maintained premium trust balances for premiums collected from insureds but not yet remitted to insurance companies of $3.4 billion and $4.0 billion at December 31, 2015 and 2014, respectively. These funds and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities, respectively, in the accompanying Consolidated Statements of Financial Position.

Allowance for Doubtful Accounts

The Company's allowance for doubtful accounts with respect to receivables is based on a combination of factors, including evaluation of historical write-offs, aging of balances and other qualitative and quantitative analyses. Receivables, net included an allowance for doubtful accounts of $58 million and $74 million at December 31, 2015 and 2014, respectively.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Included in this category is internal use software, which is software that is acquired, internally developed or modified solely to meet internal needs, with no plan to market externally. Costs related to directly obtaining, developing or upgrading internal use software are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows:

Asset Description		Asset Life
Software		Lesser of the life of an associated license, or 4 to 7 years
Leasehold improvements		Lesser of estimated useful life or lease term, not to exceed 10 years
Furniture, fixtures and equipment		4 to 10 years
Computer equipment		4 to 6 years
Buildings		35 years
Automobiles		6 years

Goodwill and Intangible Assets

Goodwill represents the excess of acquisition cost over the fair value of the net assets in the acquisition of a business. Goodwill is allocated to various reporting units, which are one reporting level below the operating segment. Upon disposition of a business entity, goodwill is allocated to the disposed entity based on the fair value of that entity compared to the fair value of the reporting unit in which it was included. Goodwill is not amortized, but instead is tested for impairment at least annually. The goodwill impairment test is performed at the reporting unit level. The Company initially performs a qualitative analysis to determine if it is more likely than not that the goodwill balance is impaired. If such a determination is made, then the Company will perform a two-step quantitative analysis. First, the fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit is less than its carrying value, the Company performs a hypothetical purchase price allocation based on the reporting unit's fair value to determine the fair value of the reporting unit's goodwill. Any resulting difference will be a charge to Other general expenses in the Consolidated Statements of Income in the period in which the determination is made. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

Intangible assets include customer related and contract based assets representing primarily client relationships and non-compete agreements, tradenames, and marketing and technology related assets. These intangible assets, with the exception of tradenames, are amortized over periods ranging from 1 to 16 years, with a weighted average original life of 11 years. Tradenames are not amortized when such assets have been determined to have indefinite useful lives, and are tested at least annually for impairments using an analysis of expected future cash flows. Interim impairment testing may be performed when events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Derivatives

Derivative instruments are recognized in the Consolidated Statements of Financial Position at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparty and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.

The Company has historically designated the following hedging relationships for certain transactions: (i) a hedge of the change in fair value of a recognized asset or liability or firm commitment ("fair value hedge"), (ii) a hedge of the variability in cash flows from a recognized variable-rate asset or liability or forecasted transaction ("cash flow hedge"), and (iii) a hedge of the net investment in a foreign operation ("net investment hedge").

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow, or a net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation must include a description of the hedging instrument, the hedged item, the risk being hedged, Aon's risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge, and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both the inception of the hedge and on an ongoing basis. Aon assesses the ongoing effectiveness of its hedges and measures and records hedge ineffectiveness, if any, at the end of each quarter or more frequently if facts and circumstances require.

For a derivative designated as a hedging instrument, the changes in the fair value of a recognized asset or liability or a firm commitment (a fair value hedge), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect is to reflect in earnings the extent to

which the hedge is not effective in achieving offsetting changes in fair value. For a cash flow hedge that qualifies for hedge accounting, the effective portion of the change in fair value of a hedging instrument is recognized in Other Comprehensive Income ("OCI") and subsequently reclassified to earnings in the same period the hedged item impacts earnings. The ineffective portion of the change in fair value is recognized immediately in earnings. For a net investment hedge, the effective portion of the change in fair value of the hedging instrument is recognized in OCI as part of the cumulative translation adjustment, while the ineffective portion is recognized immediately in earnings.

Changes in the fair value of a derivative that is not designated as part of a hedging relationship (commonly referred to as an "economic hedge") are recorded in Other income in the Consolidated Statements of Income.

The Company discontinues hedge accounting prospectively when (1) the derivative expires or is sold, terminated, or exercised, (2) the qualifying criteria are no longer met, or (3) management removes the designation of the hedging relationship.

Foreign Currency

Certain of the Company's non-US operations use their respective local currency as their functional currency. These operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included in net foreign currency translation adjustments within the Consolidated Statements of Shareholders' Equity. Gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency are included in Other income within the Consolidated Statements of Income. The effect of foreign exchange gains and losses on the Consolidated Statements of Income were gains of $11 million, $1 million, and $3 million in 2015, 2014, and 2013, respectively. Included in these amounts were hedging losses of $19 million in both 2015 and 2014 and hedging losses of 10 million in 2013.

Income Taxes

Deferred income taxes are recognized for the effect of temporary differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted marginal tax rates and laws that are currently in effect. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the period when the rate change is enacted.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be objectively verified. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carry-forwards, taxable income in carry-back years and tax planning strategies that are both prudent and feasible.

The Company recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Tax positions that meet the more likely than not recognition threshold but are not highly certain are initially and subsequently measured based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement with the taxing authority. Only information that is available at the reporting date is considered in the Company's recognition and measurement analysis, and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs.

The Company records penalties and interest related to unrecognized tax benefits in Income taxes in the Company's Consolidated Statements of Income.

New Accounting Pronouncements

Presentation of Deferred Taxes

In November 2015, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on the balance sheet presentation of deferred taxes, which require that deferred tax liabilities and assets be classified as noncurrent. The guidance is effective for Aon in the first quarter of 2017, however, the Company is expecting to early adopt this guidance in 2016 and retrospectively apply its requirements to all periods presented. The adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

Debt Issuance Costs

In April 2015, the FASB issued new accounting guidance on the presentation of debt issuance costs, which requires debt

issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. This guidance will also be applied to Aon's debt issuance costs related to its line-of-credit arrangements. The new guidance will be applied on a retrospective basis effective in the first quarter of 2016. The adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

Consolidations

In February 2015, the FASB issued new accounting guidance on consolidations, which will eliminate the deferral granted to investment companies from applying the variable interest entities guidance and make targeted amendments to the current consolidation guidance. The new guidance applies to all entities involved with limited partnerships or similar entities and requires re-evaluation of these entities under the revised guidance, which could change previous consolidation conclusions. The guidance is effective for the Company in the first quarter of 2016. The adoption of this guidance will not have a material impact on the Company's Consolidated Financial Statements.

Revenue Recognition

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, which, when effective, will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The guidance is effective for Aon in the first quarter of 2018 and early adoption is permitted beginning the first quarter of 2017. The guidance permits two methods of transition upon adoption: full retrospective and modified retrospective. Under the full retrospective method, prior periods would be restated under the new revenue standard, providing a comparable view across all periods presented. Under the modified retrospective method, prior periods would not be restated. Rather, revenues and other disclosures for pre-2018 periods would be provided in the notes to the financial statements as previously reported under the current revenue standard. The impact from the adoption of this guidance on the Company's Consolidated Financial Statements cannot be determined at this time as the standard is still undergoing changes. The Company is also determining the appropriate method of transition to the guidance and the timing of adoption of the guidance.

3. Other Financial Data

Consolidated Statements of Income Information

Other Income

Other income consists of the following (in millions):

Years ended December 31	2015				2014				2013
Equity earnings	$	13			$	12			$	20
Net gain on disposals of businesses	82				24				10
Foreign currency remeasurement gain	30				18				13
(Loss) income on financial instruments	(24		)		(15		)		18
Other	(1		)		5				7
	$	100			$	44			$	68

Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

An analysis of the allowance for doubtful accounts is as follows (in millions):

Years ended December 31,	2015				2014				2013
Balance at beginning of year	$	74			$	90			$	118
Provision charged to operations	13				12				9
Accounts written off, net of recoveries	(34		)		(33		)		(38		)
Foreign currency translation	5				5				1
Balance at end of year	$	58			$	74			$	90

Other Current Assets

The components of Other current assets are as follows (in millions):

As of December 31	2015				2014
Taxes receivable	$	94			$	99
Deferred tax assets	232				212
Prepaid expenses	130				164
Deferred project costs	92				102
Other	18				25
	$	566			$	602

Fixed Assets, net

The components of Fixed assets, net are as follows (in millions):

As of December 31	2015				2014
Software	$	1,095			$	1,020
Leasehold improvements	422				413
Computer equipment	358				347
Furniture, fixtures and equipment	315				313
Construction in progress	76				94
Other	115				124
	2,381				2,311
Less: Accumulated depreciation	1,616				1,546
Fixed assets, net	$	765			$	765

Depreciation expense, which includes software amortization, was $229 million, $242 million, and $240 million for the years ended December 31, 2015, 2014, and 2013, respectively.

Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):

As of December 31	2015				2014
Deferred project costs	210				250
Investments	135				143
Taxes receivable	82				101
Other	198				233
	$	625			$	727

Other Current Liabilities

The components of Other current liabilities are as follows (in millions):

As of December 31	2015				2014
Deferred revenue	$	394			$	408
Taxes payable	94				64
Deferred tax liability	1				2
Other	331				314
	$	820			$	788

Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):

As of December 31	2015				2014
Taxes payable	$	223			$	210
Leases	166				184
Deferred revenue	159				167
Compensation and benefits	59				57
Other	162				256
	$	769			$	874

4. Acquisitions and Dispositions

The number of acquisitions completed within each business segment is as follows:

Years ended December 31	2015		2014
Risk Solutions	4		11
HR Solutions	3		2
	7		13

The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company's acquisitions (in millions):

Years ended December 31	2015				2014
Consideration	$	27			$	461
Intangible assets:
Goodwill	$	18			$	292
Other intangible assets	6				328
Total intangible assets	$	24			$	620

The results of operations of these acquisitions are included in the Consolidated Financial Statements as of the acquisition date. The results of operations of the Company would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired.

Dispositions

The number of dispositions completed within each business segment is as follows:

Years ended December 31	2015		2014			2013
Risk Solutions	4		2			7
HR Solutions	3		—			2
	7		2			9

Total pretax gains, net of losses, recognized were $82 million, $24 million, and $10 million, respectively, for the years ended December 31, 2015, 2014, and 2013. Gains and losses recognized as a result of a disposition are included in Other income in the Consolidated Statements of Income.

5. Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill by reportable segment for the years ended December 31, 2015 and 2014, respectively, are as follows (in millions):

	Risk Solutions				HR Solutions				Total
Balance as of January 1, 2014	$	6,020			$	2,977			$	8,997
Goodwill related to current year acquisitions	287				5				292
Goodwill related to disposals	(14		)		—				(14		)
Goodwill related to prior year acquisitions	(8		)		—				(8		)
Transfer	(2		)		2				—
Foreign currency translation	(372		)		(35		)		(407		)
Balance as of December 31, 2014	$	5,911			$	2,949			$	8,860
Goodwill related to current year acquisitions	2				16				18
Goodwill related to disposals	(1		)		(76		)		(77		)
Goodwill related to prior year acquisitions	—				—				—
Transfer	—				—				—
Foreign currency translation	(319		)		(34		)		(353		)
Balance as of December 31, 2015	$	5,593			$	2,855			$	8,448

Other intangible assets by asset class are as follows (in millions):

	As of December 31
	2015												2014
	Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Intangible assets with indefinite lives:
Tradenames	$	1,019			$	—			$	1,019			$	1,019			$	—			$	1,019
Intangible assets with finite lives:
Customer related and contract based	2,886				1,809				1,077				2,952				1,579				1,373
Technology and other	541				457				84				571				443				128
	$	4,446			$	2,266			$	2,180			$	4,542			$	2,022			$	2,520

Amortization expense from finite-lived intangible assets was $314 million, $352 million and $395 million during 2015, 2014 and 2013, respectively.

The estimated future amortization for finite-lived intangible assets as of December 31, 2015 is as follows (in millions):

	Risk Solutions				HR Solutions				Total
2016	$	100			$	171			$	271
2017	90				136				226
2018	76				91				167
2019	66				72				138
2020	58				60				118
Thereafter	120				120				240
	$	510			$	650			$	1,160

6. Debt

The following is a summary of outstanding debt (in millions):

As of December 31	2015				2014
5.00% Senior Notes due September 2020	599				599
4.75% Senior Notes due 2045	598				—
3.50% Senior Notes due June 2024	597				597
4.60% Senior Notes due June 2044	549				549
2.875% Senior Notes due May 2026 (EUR 500M)	545				605
8.205% Junior Subordinated Notes due January 2027	521				521
3.125% Senior Notes due May 2016	500				500
2.80% Senior Notes due 2021	399				—
4.00% Senior Notes due November 2023	349				349
6.25% Senior Notes due September 2040	298				298
4.76% Senior Notes due March 2018 (CAD 375M)	271				322
4.45% Senior Notes due May 2043	249				248
4.25% Senior Notes due December 2042	196				196
3.50% Senior Notes due September 2015	—				599
Commercial paper	50				168
Other	16				31
Total debt	5,737				5,582
Less short-term and current portion of long-term debt	562				783
Total long-term debt	$	5,175			$	4,799

Revolving Credit Facilities

As of December 31, 2015, Aon plc had two committed credit facilities outstanding: its $400 million U.S. credit facility expiring in March 2017 (the "2017 Facility") and $900 million multi-currency U.S. credit facility expiring in February 2020 (the "2020 Facility"). The 2020 Facility was entered into on February 2, 2015 and replaced the previous €650 million European credit facility.

Effective February 2, 2016, the 2020 Facility terms were extended for 1 year and will expire in February 2021.

Each of these facilities included customary representations, warranties and covenants, including financial covenants that require Aon plc to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At December 31, 2015, Aon plc did not have borrowings under either the 2017 Facility or the 2020 Facility, and was in compliance with these financial covenants and all other covenants contained therein during the twelve months ended December 31, 2015.

Notes

On November 13, 2015, Aon plc issued $400 million of 2.80% Senior Notes due March 2021. We used the proceeds of the issuance for general corporate purposes.

On September 30, 2015, $600 million of 3.50% Senior Notes issued by Aon Corporation matured and were repaid.

On May 20, 2015, the Aon plc issued $600 million of 4.750% Senior Notes due May 2045. The Company used the proceeds of the issuance for general corporate purposes.

On August 12, 2014, Aon plc issued $350 million of 3.50% Senior Notes due June 2024. The 3.50% Notes due 2024 constitute a further issuance of, and were consolidated to form a single series of debt securities with, the $250 million of 3.50% Notes due June 2024 that was issued by Aon plc on May 20, 2014 concurrently with Aon plc's issuance of $550 million of 4.60% Notes due June 2044. Aon plc used the proceeds from these issuances for working capital and general corporate purposes.

On May 7, 2014, Aon plc issued €500 million of 2.875% Senior Notes due May 2026. Aon plc used the proceeds of the issuance for, among other purposes, the repayment at maturity of Aon plc's then outstanding €500 million of 6.25% Notes due July 2014.

Each of the notes issued by Aon plc and described above is fully and unconditionally guaranteed by Aon Corporation. The 5.00% Senior Notes due 2020, 3.125% Senior Notes due 2016, 6.25% Senior Notes due 2040, and 8.205% Junior Subordinated Notes due January 2027 identified in the table above were issued by Aon Corporation and are fully and unconditionally guaranteed by Aon plc. Similarly, the 3.50% Senior Notes repaid in 2015 had been issued by Aon Corporation and were fully and unconditionally guaranteed by Aon plc. The 4.76% Senior Notes due March 2018 identified in the table above were issued by a Canadian subsidiary of Aon Corporation and are fully and unconditionally guaranteed by Aon plc and Aon Corporation. Each of the notes described above and identified in the table above contains customary representations, warranties and covenants, and we were in compliance with all such covenants as of December 31, 2015.

During the year ended December 31, 2015, Aon Corporation's $500 million 3.125% Senior Notes due May 2016 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statements of Financial Position as the date of maturity is less than one year.

Commercial Paper

Aon Corporation, a wholly-owned subsidiary of Aon plc, has established a U.S. commercial paper program, which provides for commercial paper to be issued in an aggregate principal amount of up to $900 million, and Aon plc has established a European multi-currency commercial paper program that provides for commercial paper to be issued in an aggregate principal amount of up to €300 million. The U.S. commercial paper program is fully and unconditionally guaranteed by Aon plc and the European commercial paper program is fully and unconditionally guaranteed by Aon Corporation. In the aggregate, the Company had $50.0 million and $168.0 million of commercial paper outstanding at December 31, 2015 and 2014, respectively, which was included in Short-term debt and current portion of long-term debt in the Company's Consolidated Statements of Financial Position. The weighted average commercial paper outstanding for 2015 and 2014 was $402.0 million and $308.0 million, respectively. The weighted average interest rate of the commercial paper outstanding during 2015 and 2014 was 0.50% and 0.35%, respectively.

Repayments of total debt are as follows (in millions):

2016	$	562
2017	3
2018	271
2019	—
2020	599
Thereafter	4,302
	$	5,737

7. Lease Commitments

The Company leases office facilities, equipment, and automobiles under non-cancelable operating leases. These leases expire at various dates and may contain renewal and expansion options. In addition to base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. The Company's lease obligations are primarily for the use of office space.

Rental expenses (including amounts applicable to taxes, insurance and maintenance) for operating leases are as follows (in millions):

Years ended December 31	2015				2014				2013
Rental expense	$	454			$	455			$	520
Less: Sub lease rental income	(83		)		(75		)		(77		)
Net rental expense	$	371			$	380			$	443

At December 31, 2015, future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, net of sublease rental income, are as follows (in millions):

2016	$	325
2017	291
2018	267
2019	235
2020	199
Thereafter	828
Total minimum payments required	$	2,145

8. Income Taxes

Income before income tax and the provision for income tax consist of the following (in millions):

Years ended December 31	2015				2014				2013
Income before income taxes:
U.K.	$	149			$	347			$	96
U.S.	(51		)		(55		)		349
Other	1,591				1,473				1,093
Total	$	1,689			$	1,765			$	1,538
Income tax expense (benefit):
Current:
U.K.	$	43			$	1			$	(18	)
U.S. federal	137				156				111
U.S. state and local	54				75				52
Other	256				236				259
Total current tax expense	$	490			$	468			$	404
Deferred tax expense (benefit):
U.K.	$	(39	)		$	38			$	43
U.S. federal	(140		)		(133		)		(48		)
U.S. state and local	(14		)		(24		)		10
Other	(30		)		(15		)		(19		)
Total deferred tax benefit	$	(223	)		$	(134	)		$	(14	)
Total income tax expense	$	267			$	334			$	390

Income before income taxes shown above is based on the location of the business unit to which such earnings are attributable for tax purposes. In addition, because the earnings shown above may in some cases be subject to taxation in more than one country, the income tax provision shown above as U.K., U.S. or Other may not correspond to the geographic attribution of the earnings.

A reconciliation of the income tax provisions based on the Company's domicile and statutory rate at each reporting period is performed. The 2015, 2014 and 2013 reconciliations are based on the U.K. statutory corporate tax rate of 20.3%, 21.5%, and 23.0%, respectively. The reconciliation to the provisions reflected in the Consolidated Financial Statements is as follows:

Years ended December 31	2015		2014		2013
Statutory tax rate	20.3%		21.5%		23.0%
U.S. state income taxes, net of U.S. federal benefit	0.5		1.5		2.6
Taxes on international operations (1)	(6.6)		(8.9)		(4.4)
Nondeductible expenses	2.2		1.7		1.4
Adjustments to prior year tax requirements	(1.3)		0.9		0.1
Deferred tax adjustments, including statutory rate changes	(0.1)		(0.7)		1.4
Deferred tax adjustments, international earnings	—		1.0		3.3
Adjustments to valuation allowances	(0.6)		0.6		(1.7)
Change in uncertain tax positions	1.4		1.7		(0.3)
Other — net	—		(0.4)		—
Effective tax rate	15.8%		18.9%		25.4%

(1)

The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 20.3%, 21.5% and 23.0% at December 31, 2015, 2014 and 2013, respectively. The benefit to the Company's effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures.

The components of the Company's deferred tax assets and liabilities are as follows (in millions):

As of December 31	2015				2014
Deferred tax assets:
Employee benefit plans	$	635			$	739
Net operating/capital loss and tax credit carryforwards	349				295
Accrued interest	293				303
Other accrued expenses	98				44
Deferred revenue	65				40
Investment basis differences	56				45
Other	56				6
Total	1,552				1,472
Valuation allowance on deferred tax assets	(175		)		(205		)
Total	$	1,377			$	1,267
Deferred tax liabilities:
Intangibles and property, plant and equipment	$	(961	)		$	(1,058	)
Other accrued expenses	(99		)		(40		)
Deferred costs	(30		)		(28		)
Unrealized foreign exchange gains	(29		)		(44		)
Unremitted earnings	(18		)		(28		)
Other	(44		)		(28		)
Total	$	(1,181	)		$	(1,226	)
Net deferred tax asset	$	196			$	41

Deferred income taxes (assets and liabilities have been netted by jurisdiction) have been classified in the Consolidated Statements of Financial Position as follows (in millions):

As of December 31,	2015				2014
Deferred tax assets — current (1)	$	232			$	212
Deferred tax assets — non-current	141				144
Deferred tax liabilities — current (1)	(1		)		(2		)
Deferred tax liabilities — non-current	(176		)		(313		)
Net deferred tax asset	$	196			$	41

(1)	Included in Other current assets and Other current liabilities.

Valuation allowances have been established primarily with regard to the tax benefits of certain net operating loss, capital loss and interest expense carryforwards. Valuation allowances decreased by $30 million as of December 31, 2015 when compared to December 31, 2014, primarily attributable to the reversal of a valuation allowance and the impact of foreign currency translation.

The Company recognized, as an adjustment to additional paid-in-capital, income tax benefits attributable to employee stock compensation of $126 million, $89 million and $74 million in 2015, 2014 and 2013, respectively.

U.S. deferred income taxes of $20 million were accrued in 2015 on undistributed earnings that are not permanently reinvested. Undistributed earnings of non-U.S. entities were approximately $2.2 billion at December 31, 2015. U.S. income taxes have not been provided on these undistributed earnings because they are considered to be permanently reinvested in those subsidiaries. It is not practicable to estimate the amount of unrecognized deferred tax liabilities, if any, for these undistributed foreign earnings.

At December 31, 2015 and 2014, the Company had U.K. operating loss carryforwards of $449 million and $154 million and capital loss carryforwards of $360 million and $380 million, respectively. In addition, at December 31, 2015 and 2014, the Company had U.S. federal operating loss carryforwards of $7.5 million and $18 million, and U.S. state operating loss carryforwards of $443 million and $451 million, respectively. In other non-U.S. jurisdictions, the Company had operating loss carryforwards of $245 million and $325 million and capital loss carryforwards of $206 million and $223 million as of December 31, 2015 and 2014, respectively. The U.K. operating losses and capital losses have an indefinite carryforward. The federal operating loss carryforwards as of December 31, 2015 expire at various dates from 2020 to 2035 and the state operating loss carryforwards as of December 31, 2015 expire at various dates from 2016 to 2035. Operating and capital losses, in other non-U.S. jurisdictions have various carryforward periods and will begin to expire in 2019.

During 2012, the Company was granted a tax holiday for the period from October 1, 2012 through September 30, 2022, with respect to withholding taxes and certain income derived from services in Singapore. This tax holiday and reduced withholding tax rate may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The benefit realized was approximately $23 million, $7 million, and $3 million during the years ended December 31, 2015, 2014, and 2013, respectively. The impact of this tax holiday on diluted earnings per share was $0.08, $0.02, and $0.01 during the years ended December 31, 2015, 2014, and 2013, respectively.

Uncertain Tax Positions

The following is a reconciliation of the Company's beginning and ending amount of uncertain tax positions (in millions):

	2015				2014
Balance at January 1	$	191			$	164
Additions based on tax positions related to the current year	31				31
Additions for tax positions of prior years	53				10
Reductions for tax positions of prior years	(18		)		(6		)
Settlements	(32		)		—
Business combinations	—				5
Lapse of statute of limitations	(5		)		(11		)
Foreign currency translation	(2		)		(2		)
Balance at December 31	$	218			$	191

The Company's liability for uncertain tax positions as of December 31, 2015, 2014, and 2013, includes $180 million, $154 million, and $141 million, respectively, related to amounts that would impact the effective tax rate if recognized. It is possible that the amount of unrecognized tax benefits may change in the next twelve months; however, we do not expect the change to have a significant impact on our consolidated statements of income or consolidated balance sheets. These changes may be the result of settlements of ongoing audits. At this time, an estimate of the range of the reasonably possible outcomes within the twelve months cannot be made.

The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $2 million, $4 million, and $2 million in 2015, 2014, and 2013, respectively. The Company recorded a liability for interest and penalties of $33 million, $31 million, and $27 million as of December 31, 2015, 2014, and 2013, respectively.

The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2005. The Company has concluded income tax examinations in its primary non-U.S. jurisdictions through 2005.

9. Shareholders' Equity

Distributable Reserves

As a U.K. incorporated company, the Company is required under U.K. law to have available "distributable reserves" to make share repurchases or pay dividends to shareholders. Distributable reserves may be created through the earnings of the U.K. parent company and, amongst other methods, through a reduction in share capital approved by the English Companies Court. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). As of December 31, 2015 and 2014, the Company had distributable reserves in excess of $2.1 billion and $4.0 billion, respectively.

Ordinary Shares

In April 2012, the Company's Board of Directors authorized a share repurchase program under which up to $5.0 billion of Class A Ordinary Shares may be repurchased ("2012 Share Repurchase Program"). In November 2014, the Company's Board of Directors authorized a new $5.0 billion share repurchase program in addition to the existing program ("2014 Share Repurchase Program" and, together, the "Repurchase Programs"). Under each program, shares may be repurchased through the open market or in privately negotiated transactions, based on prevailing market conditions, funded from available capital.

During 2015, the Company repurchased 16.0 million shares at an average price per share of $97.04 for a total cost of $1.6 billion under the Repurchase Programs. During 2014, the Company repurchased 25.8 million shares at an average price per share of $87.18 for a total cost of $2.3 billion under the 2012 Share Repurchase Plan. In August 2015, the $5 billion of Class A Ordinary Shares authorized under the 2012 Share Repurchase Program was exhausted. At December 31, 2015, the remaining authorized amount for share repurchase under the 2014 Share Repurchase Program is $4.1 billion. Under the Repurchase Programs, the Company repurchased a total of 78.1 million shares for an aggregate cost of $5.9 billion.

Net Income Per Share

Weighted average shares outstanding are as follows (in millions):

	Year ended December 31,
	2015			2014			2013
Shares for basic earnings per share	280.8			295.5			311.4
Common stock equivalents	3.0			4.1			4.0
Shares for diluted earnings per share	283.8			299.6			315.4

Certain ordinary share equivalents may be excluded from the computation of diluted net income per share if their inclusion would be antidilutive. There were no shares excluded from the calculation for in 2015, 2014, or 2013.

Dividends

During 2015, 2014, and 2013, the Company paid dividends on its Class A Ordinary Shares of $323.1 million, $273.0 million, and $212.0 million, respectively. Dividends paid per Class A Ordinary Share were $1.15, $0.92 and $0.68 for the years ended December 31, 2015, 2014, and 2013 respectively.

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):

	Change in Fair Value of Financial Instruments (1)				Foreign Currency Translation Adjustments				Post-Retirement Benefit Obligation (2)				Total
Balance at January 1, 2013	$	(28	)		$	233			$	(2,815	)		$	(2,610	)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	15				(65		)		336				286
Tax benefit	(8		)		1				(136		)		(143		)
Other comprehensive loss before reclassifications, net	7				(64		)		200				143
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	1				—				131				132
Tax benefit	(1		)		—				(38		)		(39		)
Amounts reclassified from accumulated other comprehensive loss, net	—				—				93				93
Net current period other comprehensive (loss) income	7				(64		)		293				236
Balance at December 31, 2013	(21		)		169				(2,522		)		(2,374		)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	(13		)		(492		)		(563		)		(1,068		)
Tax benefit	4				(12		)		229				221
Other comprehensive loss before reclassifications, net	(9		)		(504		)		(334		)		(847		)
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	20				—				106				126
Tax benefit	(7		)		—				(32		)		(39		)
Amounts reclassified from accumulated other comprehensive loss, net	13				—				74				87
Net current period other comprehensive (loss) income	4				(504		)		(260		)		(760		)
Balance at December 31, 2014	(17		)		(335		)		(2,782		)		(3,134		)
Other comprehensive loss before reclassifications:
Other comprehensive loss before reclassifications	(4		)		(467		)		82				(389		)
Tax benefit	1				31				(9		)		23
Other comprehensive loss before reclassifications, net	(3		)		(436		)		73				(366		)
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive loss	11				—				117				128
Tax benefit	(16		)		—				(35		)		(51		)
Amounts reclassified from accumulated other comprehensive loss, net	(5		)		—				82				77
Net current period other comprehensive (loss) income	(8		)		(436		)		155				(289		)
Balance at December 31, 2015	$	(25	)		$	(771	)		$	(2,627	)		$	(3,423	)

---

(1) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income

(2) Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Compensation and benefits

10. Employee Benefits

Defined Contribution Savings Plans

Aon maintains defined contribution savings plans for the benefit of its U.S., U.K., Netherlands and Canada employees. The expense recognized for these plans is included in Compensation and benefits in the Consolidated Statements of Income, as follows (in millions):

Years ended December 31	2015				2014				2013
U.S.	$	133			$	123			$	123
U.K.	42				42				45
Netherlands and Canada	25				30				18
	$	200			$	195			$	186

Pension and Other Post-retirement Benefits

The Company sponsors defined benefit pension and post-retirement health and welfare plans that provide retirement, medical, and life insurance benefits. The post-retirement healthcare plans are contributory, with retiree contributions adjusted annually, and the life insurance and pension plans are generally noncontributory. The significant U.S., U.K., Netherlands and Canadian pension plans are closed to new entrants.

Pension Plans

The following tables provide a reconciliation of the changes in the projected benefit obligations and fair value of assets for the years ended December 31, 2015 and 2014 and a statement of the funded status as of December 31, 2015 and 2014, for the material U.K. plans, U.S. plans and other major plans, which are located in the Netherlands and Canada. These plans represent approximately 93% of the Company's projected benefit obligations.

	U.K.								U.S.								Other
(millions)	2015				2014				2015				2014				2015				2014
Change in projected benefit obligation
At January 1	$	5,529			$	5,106			$	3,350			$	2,744			$	1,399			$	1,252
Service cost	1				1				—				2				—				—
Interest cost	198				230				131				129				33				47
Participant contributions	—				—				—				—				—				—
Plan amendment	27				—				—				—				(10		)		—
Curtailments	—				—				—				—				—				(16		)
Plan transfer and acquisitions	(2		)		—				(18		)		13				—				—
Actuarial loss (gain)	(83		)		(211		)		(25		)		265				24				(5		)
Benefit payments	(217		)		(192		)		(133		)		(130		)		(38		)		(51		)
Actual expenses	—				—				—				—				—				(2		)
Change in discount rate	(247		)		902				(145		)		327				(66		)		324
Foreign currency impact	(221		)		(307		)		—				—				(165		)		(150		)
At December 31	$	4,985			$	5,529			$	3,160			$	3,350			$	1,177			$	1,399
Accumulated benefit obligation at end of year	$	4,985			$	5,529			$	3,160			$	3,350			$	1,135			$	1,316
Change in fair value of plan assets
At January 1	$	6,224			$	5,398			$	2,036			$	1,855			$	1,161			$	1,061
Actual return on plan assets	91				1,199				(60		)		190				8				253
Participant contributions	—				—				—				—				—				—
Employer contributions	65				166				108				121				21				28
Plan transfer and acquisitions	(3		)		—				—				—				—				—
Benefit payments	(217		)		(192		)		(133		)		(130		)		(38		)		(51		)
Actual Expenses	—				—				—				—				—				(2		)
Foreign currency impact	(257		)		(347		)		—				—				(133		)		(128		)
At December 31	$	5,903			$	6,224			$	1,951			$	2,036			$	1,019			$	1,161
Market related value at end of year	$	5,903			$	6,224			$	2,064			$	1,950			$	1,019			$	1,161
Amount recognized in Statement of Financial Position at December 31
Funded status	$	918			$	695			$	(1,209	)		$	(1,314	)		$	(158	)		$	(238	)
Unrecognized prior-service cost	46				22				9				11				(7		)		3
Unrecognized loss	1,465				1,687				1,723				1,737				389				456
Net amount recognized	$	2,429			$	2,404			$	523			$	434			$	224			$	221

Amounts recognized in the Consolidated Statements of Financial Position consist of (in millions):

	U.K.								U.S.								Other
	2015				2014				2015				2014				2015				2014
Prepaid benefit cost (1)	$	1,012			$	918			$	—			$	—			$	—			$	—
Accrued benefit liability (2)	(94		)		(223		)		(1,209		)		(1,314		)		(158		)		(238		)
Accumulated other comprehensive loss	1,511				1,709				1,732				1,748				382				459
Net amount recognized	$	2,429			$	2,404			$	523			$	434			$	224			$	221

(1)	Included in Prepaid pension

(2)	Included in Other current liabilities and Pension, other post retirement, and post employment liabilities

Amounts recognized in Accumulated other comprehensive loss (income) that have not yet been recognized as components of net periodic benefit cost at December 31, 2015 and 2014 consist of (in millions):

	U.K.								U.S.								Other
	2015				2014				2015				2014				2015				2014
Net loss	$	1,465			$	1,687			$	1,723			$	1,737			$	389			$	456
Prior service cost (income)	46				22				9				11				(7		)		3
	$	1,511			$	1,709			$	1,732			$	1,748			$	382			$	459

In 2015, U.S. plans with a projected benefit obligation ("PBO") and an accumulated benefit obligation ("ABO") in excess of the fair value of plan assets had a PBO of $3.2 billion, an ABO of $3.2 billion, and plan assets of $2.0 billion. U.K. plans with a PBO in excess of the fair value of plan assets had a PBO of $1.2 billion and plan assets with a fair value of $1.1 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.2 billion and plan assets with a fair value of $1.1 billion. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.2 billion and plan assets with a fair value of $1.0 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.1 billion and plan assets with a fair value of $1.0 billion.

In 2014, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $3.3 billion, an ABO of $3.3 billion, and plan assets of $2.0 billion. U.K. plans with a PBO in excess of the fair value of plan assets had a PBO of $1.3 billion and plan assets with a fair value of $1.1 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.3 billion and plan assets with a fair value of $1.1 billion. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.4 billion and plan assets with a fair value of $1.2 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $1.3 billion and plan assets with a fair value of $1.2 billion.

The following table provides the components of net periodic benefit (income) cost for the plans (in millions):

	U.K.												U.S.												Other
	2015				2014				2013				2015				2014				2013				2015				2014				2013
Service cost	$	1			$	1			$	1			$	—			$	2			$	7			$	—			$	—			$	18
Interest cost	198				230				210				131				129				114				33				47				45
Expected return on plan assets, net of administration expenses	(307		)		(326		)		(302		)		(154		)		(157		)		(139		)		(50		)		(59		)		(59		)
Amortization of prior-service cost	1				1				1				2				2				—				—				—				—
Amortization of net actuarial loss	41				52				49				54				42				52				11				10				23
Curtailment gain and other	—				—				—				—				—				—				—				(2		)		—
Net periodic benefit (income) cost	$	(66	)		$	(42	)		$	(41	)		$	33			$	18			$	34			$	(6	)		$	(4	)		$	27

Effective December 31, 2015 and for 2016 expense, the Company has elected to utilize a full yield curve approach in the estimation of the service and interest cost components of net periodic pension and post-retirement benefit cost for our major pension and other post-retirement benefit plans by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. In 2015 and prior years, the Company estimated

these components of net periodic pension and post-retirement benefit cost by applying a single weighted-average discount rate, derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of service and interest costs. This change does not affect the measurement of the projected benefit obligation as the change in the service cost and interest cost is completely offset in the actuarial (gain) loss recorded in other comprehensive income. The Company accounted for this change as a change in estimate and, accordingly, will account for it prospectively.

The weighted-average assumptions used to determine benefit obligations are as follows:

	U.K.				U.S.				Other
	2015		2014		2015		2014		2015		2014
Discount rate	3.96%		3.70%		3.69-4.43%		3.37-4.08%		2.43-3.96%		2.03-3.91%
Rate of compensation increase	3.63-4.13%		3.35-4.05%		N/A		N/A		2.00-3.50%		2.25-3.50%
Underlying price inflation	1.88%		1.95%		N/A		N/A		2.00-2.50%		2.00-2.50%

The weighted-average assumptions used to determine the net periodic benefit cost are as follows:

	U.K.						U.S.						Other
	2015		2014		2013		2015		2014		2013		2015		2014		2013
Discount rate	3.70%		4.55%		4.45%		3.37 - 4.08%		3.97 - 4.87%		3.73 - 4.05%		2.03 - 3.91%		3.60 - 4.71%		3.25 - 3.89%
Expected return on plan assets, net of administration expenses	5.09%		6.00%		6.30%		7.96%		8.80%		8.80%		3.99 - 5.21%		4.70 - 6.50%		4.60 - 6.50%
Rate of compensation increase	3.55 - 4.05%		3.70 - 4.40%		3.25 - 3.85%		NA		NA		N/A		2.25 - 3.50%		2.25 - 3.50%		2.25 - 3.50%

The amounts in Accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2016 are $52 million in the U.S. and $47 million outside the U.S.

Expected Return on Plan Assets

To determine the expected long-term rate of return on plan assets, the historical performance, investment community forecasts and current market conditions are analyzed to develop expected returns for each asset class used by the plans. The expected returns for each asset class are weighted by the target allocations of the plans. The expected return on plan assets in the U.S. of 7.96% reflects a portfolio that is seeking asset growth through a higher equity allocation while maintaining prudent risk levels. The portfolio contains certain assets that have historically resulted in higher returns and other financial instruments to minimize downside risk.

No plan assets are expected to be returned to the Company during 2016.

Fair value of plan assets

The Company determined the fair value of plan assets through numerous procedures based on the asset class and available information. See Note 15 "Fair Value Measurements and Financial Instruments" for a description of the procedures performed to determine the fair value of the plan assets.

The fair values of the Company's U.S. pension plan assets at December 31, 2015 and December 31, 2014, by asset category, are as follows (in millions):

					Fair Value Measurements Using
Asset Category	Balance at December 31, 2015				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	33			$	33			$	—			$	—
Equity investments: (2)
Large cap domestic	299				299				—				—
Small cap domestic	88				30				58				—
International	262				52				210				—
Equity derivatives	203				170				33				—
Fixed income investments: (3)
Corporate bonds	484				—				148				336
Government and agency bonds	128				52				76				—
Asset-backed securities	—				—				—				—
Fixed income derivatives	69				47				22				—
Other investments:
Alternative investments (4)	305				—				—				305
Commodity derivatives (5)	13				—				13				—
Real estate and REITS (6)	67				67				—				—
Total	$	1,951			$	750			$	560			$	641

(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options and swaps on a commodity index.

(6)	Consists of exchange traded real estate investment trusts ("REITS").

					Fair Value Measurements Using
Asset Category	Balance at December 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	68			$	68			$	—			$	—
Equity investments: (2)
Large cap domestic	329				329				—				—
Small cap domestic	85				22				63				—
International	258				114				144				—
Equity derivatives	285				209				76				—
Fixed income investments: (3)
Corporate bonds	503				—				151				352
Government and agency bonds	109				29				80				—
Asset-backed securities	20				—				20				—
Fixed income derivatives	49				—				49				—
Other investments:
Alternative investments (4)	272				—				—				272
Commodity derivatives (5)	(8		)		—				(8		)		—
Real estate and REITS (6)	66				66				—				—
Total	$	2,036			$	837			$	575			$	624

(1)	Consists of cash and institutional short-term investment funds.

(2)	Consists of equity securities, equity derivatives, and pooled equity funds.

(3)	Consists of corporate and government bonds, asset-backed securities, and fixed income derivatives.

(4)	Consists of limited partnerships, private equity and hedge funds.

(5)	Consists of long-dated options on a commodity index.

(6)	Consists of exchange traded REITS.

The following table presents the changes in the Level 3 fair-value category in the Company's U.S. pension plans for the years ended December 31, 2015 and December 31, 2014 (in millions):

	Fair Value Measurement Using Level 3 Inputs
Balance at January 1, 2014	$	266
Actual return on plan assets:
Relating to assets still held at December 31, 2014	32
Relating to assets sold during 2014	5
Purchases, sales and settlements—net	321
Transfer in/(out) of Level 3	—
Balance at December 31, 2014	624
Actual return on plan assets:
Relating to assets still held at December 31, 2015	(4		)
Relating to assets sold during 2015	(3		)
Purchases, sales and settlements—net	24
Transfer in/(out) of Level 3	—
Balance at December 31, 2015	$	641

The fair values of the Company's major U.K. pension plan assets at December 31, 2015 and December 31, 2014, by asset category, are as follows (in millions):

					Fair Value Measurements Using
	Balance at December 31, 2015				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	159			$	159			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	360				61				299				—
Europe	17				—				17				—
Equity securities — global (2)	133				133				—				—
Derivatives (2)	66				—				66				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	283				—				259				24
Fixed income securities (3)	3,145				2,268				877				—
Annuities	827				—				—				827
Derivatives (3)	111				—				111				—
Other investments:
Pooled funds: (1)
Real estate (4)	65				—				—				65
Alternative investments (5)	717				—				4				713
Real estate	20				—				—				20
Total	$	5,903			$	2,621			$	1,633			$	1,649

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

					Fair Value Measurements Using
	Balance at December 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	224			$	224			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	203				—				203				—
Europe	16				—				16				—
Equity securities — global (2)	127				127				—				—
Derivatives (2)	—				—				—				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	279				—				279				—
Fixed income securities (3)	3,292				3,292				—				—
Annuities	836				—				—				836
Derivatives (3)	233				—				233				—
Other investments:
Pooled funds: (1)
Real estate (4)	39				—				—				39
Alternative investments (5)	968				—				—				968
Real estate	7				—				—				7
Total	$	6,224			$	3,643			$	731			$	1,850

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of equity securities and equity derivatives.

(3)	Consists of corporate and government bonds and fixed income derivatives.

(4)	Consists of property funds and trusts holding direct real estate investments.

(5)	Consists of limited partnerships, private equity and hedge funds.

The following table presents the changes in the Level 3 fair-value category in the Company's U.K. pension plans for the years ended December 31, 2015 and December 31, 2014 (in millions):

	Fair Value Measurements Using Level 3 Inputs
	Annuities				Real Estate				Alternative Investments				Fixed				Total
Balance at January 1, 2014	$	564			$	23			$	546			$	—			$	1,133
Actual return on plan assets:
Relating to assets still held at December 31, 2014	(13		)		3				319				—				309
Relating to assets sold during 2014	—				1				5				—				6
Purchases, sales and settlements—net	333				21				359				—				713
Transfers in/(out) of Level 3	—				—				(206		)		—				(206		)
Foreign exchange	(48		)		(2		)		(55		)		—				(105		)
Balance at December 31, 2014	836				46				968				—				1,850
Actual return on plan assets:
Relating to assets still held at December 31, 2015	(32		)		11				(17		)		(7		)		(45		)
Relating to assets sold during 2015	—				(10		)		2				(1		)		(9		)
Purchases, sales and settlements—net	58				41				60				9				168
Transfers in/(out) of Level 3	—				—				(266		)		24				(242		)
Foreign exchange	(35		)		(3		)		(34		)		(1		)		(73		)
Balance at December 31, 2015	$	827			$	85			$	713			$	24			$	1,649

The fair values of the Company's Other major pension plan assets at December 31, 2015 and December 31, 2014, by asset category, are as follows (in millions):

					Fair Value Measurements Using
	Balance at December 31, 2015				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	11			$	11			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	270				—				270				—
North America	37				—				37				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	576				—				576				—
Derivatives	12				—				12				—
Fixed income securities (2)	30				—				30				—
Derivatives (2)	48				—				48				—
Other investments:
Pooled funds: (1)
Commodities	2				—				2				—
REITS (3)	3				—				3				—
Alternative investments (4)	9				—				—				9
Derivatives	21				—				21				—
Total	$	1,019			$	11			$	999			$	9

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

					Fair Value Measurements Using
	Balance at December 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	12			$	12			$	—			$	—
Equity investments:
Pooled funds: (1)
Global	295				—				295				—
North America	42				—				42				—
Fixed income investments:
Pooled funds: (1)
Fixed income securities	629				—				629				—
Derivatives	18				—				18				—
Fixed income securities (2)	35				—				35				—
Derivatives (2)	74				—				74				—
Other investments:
Pooled funds: (1)
Commodities	21				—				21				—
REITS (3)	3				—				3				—
Alternative investments (4)	8				—				—				8
Derivatives	24				—				24				—
Total	$	1,161			$	12			$	1,141			$	8

(1)	Consists of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles.

(2)	Consists of corporate and government bonds and fixed income derivatives.

(3)	Consists of property funds and trusts holding direct real estate investments.

(4)	Consists of limited partnerships, private equity and hedge funds.

The following table presents the changes in the Level 3 fair-value category in the Company's other pension plans for the years ended December 31, 2015 and December 31, 2014 (in millions):

	Fair Value Measurements Using Level 3 Inputs
	Real Estate				Alternative Investments				Total
Balance at January 1, 2014	$	17			$	8			$	25
Actual return on plan assets:
Relating to assets still held at December 31, 2014	—				1				1
Relating to assets sold during 2014	—				—				—
Purchases, sales and settlements—net	(17		)		—				(17		)
Transfers in/(out) of Level 3	—				—				—
Foreign exchange	—				(1		)		(1		)
Balance at December 31, 2014	—				8				8
Actual return on plan assets:
Relating to assets still held at December 31, 2015	—				2				2
Relating to assets sold during 2015	—				—				—
Purchases, sales and settlements—net	—				—				—
Transfers in/(out) of Level 3	—				—				—
Foreign exchange	—				(1		)		(1		)
Balance at December 31, 2015	$	—			$	9			$	9

Investment Policy and Strategy

The U.S. investment policy, as established by the Aon Retirement Plan Governance and Investment Committee ("RPGIC"), seeks reasonable asset growth at prudent risk levels within target allocations, which are 49% equity investments, 30% fixed income investments, and 21% other investments. Aon believes that plan assets are well-diversified and are of appropriate quality. The investment portfolio asset allocation is reviewed quarterly and re-balanced to be within policy target allocations. The investment policy is reviewed at least annually and revised, as deemed appropriate by the RPGIC. The investment policies for international plans are generally established by the local pension plan trustees and seek to maintain the plans' ability to meet liabilities and to comply with local minimum funding requirements. Plan assets are invested in diversified portfolios that provide adequate levels of return at an acceptable level of risk. The investment policies are reviewed at least annually and revised, as deemed appropriate to ensure that the objectives are being met. At December 31, 2015, the weighted average targeted allocation for the U.K. and non-U.S. plans was 20% for equity investments and 80% for fixed income investments.

Cash Flows

Contributions

Based on current assumptions, in 2016, the Company expects to contribute approximately $79 million, $54 million, and $17 million to its U.K., U.S. and other significant international pension plans, respectively.

Estimated Future Benefit Payments

Estimated future benefit payments for plans are as follows at December 31, 2015 (in millions):

		U.K.				U.S.				Other
2016		$	143			$	164			$	38
2017		149				172				39
2018		157				184				40
2019		170				192				41
2020		180				187				42
2021 – 2025		1,048				952				227

U.S. and Canadian Other Post-Retirement Benefits

The following table provides an overview of the accumulated projected benefit obligation, fair value of plan assets, funded status and net amount recognized as of December 31, 2015 and 2014 for the Company's other significant post-retirement benefit plans located in the U.S. and Canada (in millions):

	2015				2014
Accumulated projected benefit obligation	$	105			$	116
Fair value of plan assets	18				19
Funded status	(87		)		(97		)
Unrecognized prior-service credit	(3		)		(4		)
Unrecognized loss	7				15
Net amount recognized	$	(83	)		$	(86	)

Other information related to the Company's other post-retirement benefit plans are as follows:

	2015		2014		2013
Net periodic benefit cost recognized (millions)	$6		$3		$4
Weighted-average discount rate used to determine future benefit obligations	3.99-4.33%		3.83 - 4.08		4.44 - 4.95
Weighted-average discount rate used to determine net periodic benefit costs	3.83-4.08%		4.44 - 4.95		3.67 - 4.00

Amounts recognized in Accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2015 are $7 million and $3 million of net loss and prior service credit, respectively. The amount in Accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2016 is $0.1 million and $0.3 million of net gain and prior service credit, respectively.

Based on current assumptions, the Company expects:

•	To contribute $4 million to fund significant other post-retirement benefit plans during 2016.

•	Estimated future benefit payments will be approximately $6 million each year for 2016 through 2020, and $30 million in aggregate for 2021-2025.

The accumulated post-retirement benefit obligation is increased by $6 million and decreased by $5 million by a respective 1% increase or decrease to the assumed healthcare trend rate. The service cost and interest cost components of net periodic benefits cost is increased by $0.6 million and decreased by $0.5 million by a respective 1% increase or decrease to the assumed healthcare trend rate.

For most of the participants in the U.S. plan, Aon's liability for future plan cost increases for pre-65 and Medical Supplement plan coverage is limited to 5% per annum. Although the net employer trend rates range from 4% to 9% per year, because of this cap, these plans are effectively limited to 5% per year in the future.

11. Share-Based Compensation Plans

The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):

Years ended December 31	2015				2014				2013
Restricted share units ("RSUs")	$	201			$	187			$	174
Performance share awards ("PSAs")	127				132				117
Share options	—				—				2
Employee share purchase plans	11				9				7
Total share-based compensation expense	339				328				300
Tax benefit	95				94				81
Share-based compensation expense, net of tax	$	244			$	234			$	219

Restricted Share Units

RSUs generally vest between three and five years. The fair value of RSUs is based upon the market value of Aon ordinary shares at the date of grant. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized on a straight-line basis over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.

A summary of the status of the Company's RSUs is as follows (shares in thousands):

Years ended December 31	2015							2014							2013
	Shares			Fair Value (1)				Shares			Fair Value (1)				Shares			Fair Value (1)
Non-vested at beginning of year	8,381			$	63			9,759			$	51			10,432			$	44
Granted	2,459			97				2,844			84				3,714			62
Vested	(3,385	)		58				(3,732	)		49				(3,945	)		44
Forfeited	(288	)		71				(490	)		58				(442	)		47
Non-vested at end of year	7,167			77				8,381			63				9,759			51

(1)	Represents per share weighted average fair value of award at date of grant.

The fair value of RSUs that vested during 2015, 2014 and 2013 was $196 million, $183 million and $172 million, respectively.

Performance Share Awards

The vesting of PSAs is contingent upon meeting a cumulative level of earnings per share performance over a three-year period. The actual issue of shares may range from 0-200% of the target number of PSAs granted, based on the terms of the plan and level of achievement of the related performance target. The grant date fair value of PSAs is based upon the market price of an Aon ordinary share at the date of grant. The performance conditions are not considered in the determination of the grant date fair value for these awards. Compensation expense is recognized over the performance period based on management's estimate of the number of units expected to vest. Management evaluates its estimate of the actual number of shares expected to be issued at the end of the programs on a quarterly basis. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to Compensation and benefits expense, if necessary. Dividend equivalents are not paid on PSAs.

Information regarding the Company's target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the years ended December 31, 2015, 2014 and 2013, respectively, is as follows (shares in thousands, dollars in millions, except fair value):

	2015				2014				2013
Target PSAs granted	993				816				1,135
Weighted average fair value per share at date of grant	$	96			$	81			$	58
Number of shares that would be issued based on current performance levels	982				1,591				2,191
Unamortized expense, based on current performance levels	$	67			$	45			$	—

During 2015, the Company issued approximately 1.6 million shares in connection with performance achievements related to the 2012 Leadership Performance Plan ("LPP") cycle. During 2014, the Company issued approximately 0.8 million shares in connection with performance achievements related to the 2011 LPP cycle and 0.2 million shares related to other performance plans. During 2013, the Company issued approximately 0.6 million shares in connection with performance achievements related to the 2010 LPP cycle and 0.1 million shares related to other performance plans.

Share Options

The Company did not grant any share options for the years ended December 31, 2015, 2014 and 2013.

A summary of the status of the Company's share options and related information is as follows (shares in thousands):

Years ended December 31	2015							2014							2013
	Shares			Weighted-Average Exercise Price Per Share				Shares			Weighted-Average Exercise Price Per Share				Shares			Weighted-Average Exercise Price Per Share
Beginning outstanding	2,300			$	32			3,462			$	32			5,611			$	32
Granted	—			—				—			—				—			—
Exercised	(1,450	)		27				(1,155	)		33				(2,116	)		32
Forfeited and expired	(13	)		39				(7	)		37				(33	)		34
Outstanding at end of year	837			40				2,300			32				3,462			32
Exercisable at end of year	837			40				2,273			32				3,270			32
Shares available for grant	12,179							16,333							11,330

A summary of options outstanding and exercisable as of December 31, 2015 is as follows (shares in thousands):

	Options Outstanding									Options Exercisable
Range of Exercise Prices	Shares Outstanding			Weighted-Average Remaining Contractual Life (years)		Weighted-Average Exercise Price Per Share				Shares Exercisable			Weighted-Average Remaining Contractual Life (years)		Weighted-Average Exercise Price Per Share
19.54 - 25.51	79			2.18		$	20.18			79			2.18		$	20.18
25.52 - 32.53	25			1.93		29.15				25			1.93		29.15
32.54 - 36.88	160			1.14		35.77				160			1.14		35.77
36.89 - 43.44	247			3.12		39.32				247			3.12		39.32
43.45 - 52.93	326			2.46		48.26				326			2.46		48.26
	837									837

The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing share price of $92.21 as of December 31, 2015, which would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2015, the aggregate intrinsic value of options outstanding was $44 million, of which $44 million was exercisable.

Other information related to the Company's share options is as follows (in millions):

	2015				2014				2013
Aggregate intrinsic value of stock options exercised	$	104			$	61			$	73
Cash received from the exercise of stock options	40				38				61
Tax benefit realized from the exercise of stock options	36				16				15

Unamortized deferred compensation expense, which includes both options and RSUs, amounted to $378 million as of December 31, 2015, with a remaining weighted-average amortization period of approximately 2.1 years.

Employee Share Purchase Plan

United States

The Company has an employee share purchase plan that provides for the purchase of a maximum of 7.5 million shares of the Company's ordinary shares by eligible U.S. employees. The Company's ordinary shares were purchased at 6-month intervals at 85% of the lower of the fair market value of the ordinary shares on the first or last day of each 6-month period. In 2015, 2014, and 2013, 411,636 shares, 439,000 shares and 556,000 shares, respectively, were issued to employees under the plan. Compensation expense recognized was $9 million in 2015, $7 million in 2014, and $6 million in 2013.

United Kingdom

The Company also has an employee share purchase plan for eligible U.K. employees that provides for the purchase of shares after a 3-year period and that is similar to the U.S. plan previously described. Three-year periods began in 2015, 2014, 2013, allowing for the purchase of a maximum of 100,000, 300,000, and 350,000 shares, respectively. In 2015, 2014, and 2013, 2,779 shares, 642 shares, and 172,110 shares, respectively, were issued under the plan. Compensation expense of $2 million was recognized in 2015 and 2014, as compared to $1 million of compensation expense in 2013.

12. Derivatives and Hedging

The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures. The Company does not enter into derivative transactions for trading or speculative purposes.

Foreign Exchange Risk Management

The Company is exposed to foreign exchange risk when it earns revenues, pays expenses, or enters into monetary intercompany transfers denominated in a currency that differs from its functional currency, or other transactions that are denominated in a currency other than its functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options and cross-currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income.

The Company also uses foreign exchange derivatives, typically forward contracts and options to economically hedge the currency exposure of the Company's global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, typically on a rolling 30-day basis, but may be for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income in the Consolidated Statements of Income.

The notional and fair values of derivative instruments are as follows (in millions):

	Notional Amount								Derivative Assets (1)								Derivative Liabilities (2)
As of December 31	2015				2014				2015				2014				2015				2014
Foreign exchange contracts:
Accounted for as hedges	778				1,200				32				46				18				58
Not accounted for as hedges (3)	280				165				—				—				—				—
Total	$	1,058			$	1,365			$	32			$	46			$	18			$	58

(1)	Included within Other current assets ($15 million in 2015 and $24 million in 2014, respectively) or Other non-current assets ($17 million in 2015 and $22 million in 2014, respectively)

(2)	Included within Other current liabilities ($13 million in 2015 and $52 million in 2014, respectively) or Other non-current liabilities ($5 million in 2015 and $6 million in 2014, respectively)

(3)	These contracts typically are for 30 day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.

Offsetting of financial assets and derivatives assets are as follows (in millions):

	Gross Amounts of Recognized Assets						Gross Amounts Offset in the Statement of Financial Position						Net Amounts of Assets Presented in the Statement of Financial Position (1)
Derivatives accounted for as hedges:	2015			2014			2015			2014			2015			2014
Foreign exchange contracts	32			46			(13	)		(14	)		19			32

---

(1) Included within Other current assets ($6 million in 2015 and $12 million in 2014, respectively) or Other non-current assets ($13 million in 2015 and $20 million in 2014, respectively)

Offsetting of financial liabilities and derivative liabilities are as follows (in millions):

	Gross Amounts of Recognized Liabilities						Gross Amounts Offset in the Statement of Financial Position						Net Amounts of Liabilities Presented in the Statement of Financial Position (2)
Derivatives accounted for as hedges:	2015			2014			2015			2014			2015			2014
Foreign exchange contracts	18			58			(13	)		(14	)		5			44

---

(2) Included within Other current liabilities ($4 million in 2015 and $40 million in 2014, respectively) or Other non-current liabilities ($1 million in 2015 and $4 million in 2014, respectively)

The amounts of derivative gains (losses) recognized in the Consolidated Financial Statements are as follows (in millions):

Cash Flow Hedge - Foreign Exchange Contracts		Location of future reclassification from Accumulated Other Comprehensive Loss												Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:
		Compensation and Benefits			Other General Expenses			Interest Expense			Other Income (Expense)			Total
2015		4			(3	)		—			(10	)		(9	)
2014		11			(3	)		—			(10	)		(2	)
2013		(17	)		—			—			13			(4	)

Cash Flow Hedge - Foreign Exchange Contracts
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):		Compensation and Benefits			Other General Expenses			Interest Expense			Other Income			Total
2015		4			(1	)		(9	)		(11	)		(17	)
2014		(5	)		3			(10	)		(2	)		(14	)
2013		(12	)		(9	)		(3	)		14			(10	)

The amount of gain (loss) recognized in the Consolidated Financial Statements is as follows (in millions):

	Twelve months ended December 31,
	Amount of Gain (Loss) Recognized in Income on Derivative (1)												Amount of Gain (Loss) Recognized in Income on Related Hedged Item
	2015				2014				2013				2015				2014				2013
Fair value hedges:
Foreign exchange contracts (2)	$	—			$	(9	)		$	(8	)		$	—			$	9			$	8

(1)	Included in interest expense

(2)	Relates to fixed rate debt

The Company estimates that approximately $7 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

The amount of gain (loss) recognized in income on the ineffective portion of derivatives for 2015, 2014 and 2013 was not material.

The Company recorded a loss of $8 million, $18 million, and $18 million in Other income for foreign exchange derivatives not designated or qualifying as hedges for 2015, 2014, and 2013, respectively.

13. Fair Value Measurements and Financial Instruments

Accounting standards establish a three tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

•	Level 1 — observable inputs such as quoted prices for identical assets in active markets;

•	Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

•	Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company's financial instruments:

Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value. Based on market convention, the Company considers cost a practical and expedient measure of fair value.

Cash, cash equivalents, and highly liquid debt instruments consist of cash and institutional short-term investment funds. The Company reviews the short-term investment funds to obtain reasonable assurance the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and exchange traded equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the equity security and volatility. The Company reviews the listing of Level 1 equity securities in the portfolio and agrees the closing stock prices to a national securities exchange, and on a sample basis, independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using discounted cash flow models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by its vendors. This understanding includes discussions with valuation resources at the vendor. During these discussions, the Company uses a fair value measurement questionnaire, which is part of the Company's internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the pricing vendor and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company's guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have historically not been material to the fair value estimates used in the Consolidated Financial Statements.

Pooled funds consist of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities that trade on a national securities exchange. Where possible, the Company reviews the listing of securities in the portfolio and agrees the closing stock prices to the price quoted on a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the fund and discusses fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.

Alternative investments consist of limited partnerships, private equity and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs and assumptions used in developing prices provided by the investment managers (or appropriate party) through regular discussions. During these discussions with the investment managers, the Company uses a fair value measurement questionnaire, which is part of the Company's internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the investment manager and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company's guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have historically not been material to the fair value estimates in the Consolidated Financial Statements.

Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.

Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major U.K. defined benefit plans. Annuity contracts are

valued using a discounted cash flow model utilizing assumptions such as discount rate, mortality, and inflation. The Company independently verifies the observable inputs.

Real estate and REITs consist of publicly traded real estate investment trusts ("REITs") and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. The Level 3 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the Level 3 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of "Alternative investments" for further detail on valuation procedures surrounding Level 3 REITs.

Guarantees are carried at fair value, which is based on discounted estimated cash flows using published historical cumulative default rates and discount rates commensurate with the underlying exposure.

Debt is carried at outstanding principal balance, less any unamortized discount or premium. Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015 and 2014, respectively (in millions):

					Fair Value Measurements Using
	Balance at December 31, 2015				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (1)	$	1,396			$	1,396			$	—			$	—
Other investments:
Corporate bonds	—				—				—				—
Government bonds	1				—				1				—
Equity investments	10				6				4				—
Derivatives (2):
Interest rate contracts	—				—				—				—
Foreign exchange contracts	32				—				32				—
Liabilities:
Derivatives:
Foreign exchange contracts	18				—				18				—

(1)	Includes $1,396 million of money market funds that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.

(2)	See Note 12 "Derivatives and Hedging" for additional information regarding the Company's derivatives and hedging activity.

					Fair Value Measurements Using
	Balance at December 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (1)	$	1,850			$	1,850			$	—			$	—
Other investments:
Corporate bonds	1				—				—				1
Government bonds	6				—				6				—
Equity investments	11				6				5				—
Derivatives (2):
Interest rate contracts	—				—				—				—
Foreign exchange contracts	46				—				46				—
Liabilities:
Derivatives:
Foreign exchange contracts	58				—				58				—

(1)	Includes $1,850 million of money market funds that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.

(2)	See Note 12 "Derivatives and Hedging" for additional information regarding the Company's derivatives and hedging activity.

There were no transfers of assets or liabilities between fair value hierarchy levels during 2015 or 2014. The Company recognized no realized or unrealized gains or losses in the Consolidated Statements of Income during 2015 related to assets and liabilities measured at fair value using unobservable inputs. There were no realized or unrealized gains or losses recognized in the Consolidated Statements of Income during 2014 related to assets and liabilities measured at fair value using unobservable inputs. There were $6 million of realized gains and no unrealized losses recognized in the Consolidated Statements of Income during 2013 related to assets and liabilities measure at fair value using unobservable inputs.

The fair value of Long-term debt is classified as Level 2 of the fair value hierarchy. The following table discloses the Company's financial instruments where the carrying amounts and fair values differ (in millions):

As of December 31	2015								2014
	Carrying Value				Fair Value				Carrying Value				Fair Value
Long-term debt	$	5,175			$	5,386			$	4,799			$	5,268

14. Commitments and Contingencies

Legal

Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business, which frequently include errors and omissions ("E&O") claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. While Aon maintains meaningful E&O insurance and other insurance programs to provide protection against certain losses that arise in such matters, Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some claims. Accruals for these exposures, and related insurance receivables, when applicable, are included in the Consolidated Statements of Financial Position and have been recognized in Other general expenses in the Consolidated Statements of Income to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Matters that are not probable and estimable are not accrued for in the financial statements.

We have included in the matters described below certain matters in which (1) loss is probable (2) loss is reasonably

possible; that is, more than remote but not probable, or (3) there exists the reasonable possibility of loss greater than the accrued amount. In addition, we may from time to time disclose matters for which the probability of loss could be remote but the claim amounts associated with such matters are potentially significant. The reasonably possible range of loss for the matters described below, in excess of amounts that are deemed probable and estimable and therefore already accrued, is estimated to be between $0 and $0.3 billion, exclusive of any insurance coverage. These estimates are based on currently available information. As available information changes, the matters for which Aon is able to estimate may change, and the estimates themselves may change. In addition, many estimates involve significant judgment and uncertainty. For example, at the time of making an estimate, Aon may only have limited information about the facts underlying the claim, and predictions and assumptions about future court rulings and outcomes may prove to be inaccurate.

Although management at present believes that the ultimate outcome of all matters described below, individually or in the aggregate, will not have a material adverse effect on the consolidated financial position of Aon, legal proceedings are subject to inherent uncertainties and unfavorable rulings or other events. Unfavorable resolutions could include substantial monetary or punitive damages imposed on Aon or its subsidiaries. If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected.

Current Matters

A retail insurance brokerage subsidiary of Aon was sued on September 14, 2010 in the Chancery Court for Davidson County, Tennessee Twentieth Judicial District, at Nashville by a client, Opry Mills Mall Limited Partnership ("Opry Mills") that sustained flood damage to its property in May 2010. The lawsuit seeks $200 million in coverage from numerous insurers with whom this Aon subsidiary placed the client's property insurance coverage. The insurers contend that only $50 million in coverage (which has already been paid) is available for the loss because the flood event occurred on property in a high hazard flood zone. Opry Mills is seeking full coverage from the insurers for the loss and has sued this Aon subsidiary in the alternative for the same $150 million difference on various theories of professional liability if the court determines there is not full coverage. In addition, Opry Mills seeks prejudgment interest, attorneys' fees and enhanced damages which could substantially increase Aon's exposure. In March 2015, the trial court granted partial summary judgment in favor of plaintiffs and against the insurers, holding generally that the plaintiffs are entitled to $200 million in coverage under the language of the policies. In August 2015, a jury returned a verdict in favor of Opry Mills and against the insurers in the amount of $204 million. Aon understands that the insurers intend to appeal both of these trial court decisions. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims.

A pensions consulting and administration subsidiary of Hewitt before its acquisition by Aon provided advisory services to the Trustees of the Philips UK pension fund and the relevant employer of fund beneficiaries. On January 2, 2014, Philips Pension Trustees Limited and Philips Electronics UK Limited (together, "Philips") sued Aon in the High Court, Chancery Division, London alleging negligence and breach of duty. The proceedings assert Philips' right to claim damages related to Philips' use of a credit default swap hedging strategy pursuant to the supply of the advisory services, which is said to have resulted in substantial damages to Philips. Philips sought approximately £189 million ($282 million at December 31, 2015 exchange rates), plus interest and costs. In June 2015, the High Court ordered Philips to clarify several aspects of its claim. In its clarification, Philips increased the amount of its claim to £290 million ($432 million at December 31, 2015 exchange rates), plus interest and costs. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations.

On June 1, 2007, the International Road Transport Union ("IRU") sued Aon in the Geneva Tribunal of First Instance in Switzerland. IRU alleges, among other things, that, between 1995 and 2004, a business acquired by Aon and, later, an Aon subsidiary (1) accepted commissions for certain insurance placements that violated a fee agreement entered between the parties and (2) negligently failed to ask certain insurance carriers to contribute to the IRU's risk management costs. IRU sought damages of approximately CHF 46 million ($47 million at December 31, 2015 exchange rates) and $3 million, plus legal fees and interest of approximately $30 million. On December 2, 2014, the Geneva Tribunal of First Instance entered a judgment that accepted some, and rejected other, of IRU's claims. The judgment awarded IRU CHF 17 million ($17 million at December 31, 2015 exchange rates) and $3 million, plus interest and adverse costs. The entire amount of the judgment, including interest through December 31, 2014, totaled CHF 28 million ($28 million at December 31, 2015 exchange rates) and $5 million. On January 26, 2015, in return for IRU agreeing not to appeal the bulk of its dismissed claims, the Aon subsidiary agreed not to appeal a part of the judgment and to pay IRU CHF 13 million ($13 million at December 31, 2015 exchange rates) and $5 million without Aon admitting liability. The Aon subsidiary appealed those aspects of the judgment it retained the right to appeal. IRU did not appeal. The Aon subsidiary's maximum liability on appeal is limited to CHF 9 million ($9 million at December 31, 2015 exchange rates) and $115,000 (plus interest and costs) beyond what the subsidiary has already paid. The appeal is now under submission.

A pensions consulting and administration subsidiary of Aon provided advisory services to the Trustees of the Gleeds pension fund in the United Kingdom and, on occasion, to the relevant employer of the fund. In April 2014, the High Court,

Chancery Division, London found that certain governing documents of the fund that sought to alter the fund's benefit structure and that had been drafted by Aon were procedurally defective and therefore invalid. No lawsuit naming Aon as a party has been filed, although a tolling agreement has been entered. The High Court decision says that the additional liabilities in the pension fund resulting from the alleged defect in governing documents amount to approximately £45 million ($67 million at December 31, 2015 exchange rates). In December 2014, the Court of Appeal granted the employer leave to appeal the High Court decision. The Court of Appeal hearing was set for October 2015, but has been postponed to permit the parties to discuss possible settlement. Aon believes that it has meritorious defenses and intends to vigorously defend itself against this potential claim.

On June 29, 2015, Lyttelton Port Company Limited ("LPC") sued Aon New Zealand (Aon) in the Christchurch Registry of the High Court of New Zealand. LPC alleges, among other things, that Aon was negligent and in breach of contract in arranging LPC’s property insurance program for the period covering June 30, 2010, to June 30, 2011. LPC contends that acts and omissions by Aon caused LPC to recover less than it otherwise would have from insurers for losses suffered in the 2010/2011 Canterbury Earthquakes. LPC claims damages of approximately NZD $184 million ($126 million at December 31, 2015 exchange rates) plus interest and costs. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims.

Settled/Closed Matters

As described more fully in our Form 10-Q for the period ended June 30, 2015, in the second quarter of 2015, we settled legacy litigation with Huntington Ingalls Industries, Inc. in exchange for a payment of $150 million made by Aon during the same period, and an arbitral panel issued an award that rejected claims made by AXA Versicherung Aktiengesellschaft (“AXA”) and ordered AXA to reimburse Aon for its legal fees and costs in the amount of €2 million ($2 million at June 30, 2015 exchange rates).

In addition, from time to time, Aon's clients may bring claims and take legal action pertaining to the performance of fiduciary responsibilities. Whether client claims and legal action related to the Company's performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are resolved in a manner unfavorable to the Company, they may adversely affect Aon's financial results and materially impair the market perception of the Company and that of its products and services.

Guarantees and Indemnifications

In connection with the redomicile of Aon's headquarters (the "Redomestication"), the Company on April 2, 2012 entered into various agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under issued and outstanding debt securities. Those agreements included the (1) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and the Trustee), (2) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of December 16, 2002, between Aon Corporation and the Trustee), (3) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of January 13, 1997, as supplemented by the First Supplemental Indenture, dated as of January 13, 1997), and (4) First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance N.S. 1, ULC, as issuer, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee.

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Company's Consolidated Financial Statements, and are recorded at fair value.

The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

Letters of Credit

The Company had total letters of credit ("LOCs") outstanding of approximately $58 million at December 31, 2015, compared to $95 million at December 31, 2014. These letters of credit cover the beneficiaries related to certain of Aon's U.S. and Canadian non-qualified pension plan schemes and secure deductible retentions for Aon's own workers compensation program. The Company has also issued LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.

Commitments

The Company has provided commitments to fund certain limited partnerships in which it has an interest in the event that the general partners request funding. Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $12 million at December 31, 2015 compared to $14 million at December 31, 2014. During 2015, the Company funded $2 million of these commitments.

Premium Payments

The Company has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $104 million at December 31, 2015 compared to $112 million at December 31, 2014.

15. Segment Information

The Company has two reportable segments: Risk Solutions and HR Solutions. Unallocated income and expenses, when combined with the operating segments and after the elimination of intersegment revenues and expenses, equal the amounts in the Consolidated Financial Statements.

Reportable operating segments have been determined using a management approach, which is consistent with the basis and manner in which Aon's chief operating decision maker ("CODM") uses financial information for the purposes of allocating resources and evaluating performance. The CODM assesses performance based on operating income and generally accounts for inter-segment revenue as if the revenue were from third parties and at what management believes are current market prices. The Company does not present net assets by segment as this information is not reviewed by the CODM.

Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through Aon's global distribution network.

HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.

Aon's total revenue is as follows (in millions):

Years ended December 31	2015				2014				2013
Risk Solutions	$	7,426			$	7,834			$	7,789
HR Solutions	4,303				4,264				4,057
Intersegment eliminations	(47		)		(53		)		(31		)
Total revenue	$	11,682			$	12,045			$	11,815

Commissions, fees and other revenues by product are as follows (in millions):

Years ended December 31	2015				2014				2013
Retail brokerage	$	6,044			$	6,334			$	6,256
Reinsurance brokerage	1,361				1,474				1,505
Total Risk Solutions Segment	7,405				7,808				7,761
Consulting services	1,686				1,700				1,626
Outsourcing	2,658				2,607				2,469
Intrasegment	(41		)		(43		)		(38		)
Total HR Solutions Segment	4,303				4,264				4,057
Intersegment	(47		)		(53		)		(31		)
Total commissions, fees and other revenue	$	11,661			$	12,019			$	11,787

Fiduciary investment income by segment is as follows (in millions):

Years ended December 31	2015				2014				2013
Risk Solutions	$	21			$	26			$	28
HR Solutions	—				—				—
Total fiduciary investment income	$	21			$	26			$	28

A reconciliation of segment operating income before tax to income before income taxes is as follows (in millions):

Years ended December 31	2015				2014				2013
Risk Solutions	$	1,506			$	1,648			$	1,540
HR Solutions	536				485				318
Segment income before income taxes	2,042				2,133				1,858
Unallocated expenses	(194		)		(167		)		(187		)
Interest income	14				10				9
Interest expense	(273		)		(255		)		(210		)
Other income	100				44				68
Income before income taxes	$	1,689			$	1,765			$	1,538

Unallocated expenses include administrative or other costs not attributable to the operating segments, such as corporate governance costs. Interest income represents income earned primarily on operating cash balances and certain income producing securities. Interest expense represents the cost of debt obligations.

Other income consists of equity earnings, realized gains or losses on the sale of investments, gains or losses on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency remeasurement.

Revenues are generally attributed to geographic areas based on the location of the resources producing the revenues. Intercompany revenues and expenses are eliminated in consolidated results.

Consolidated revenue by geographic area is as follows (in millions):

Years ended December 31	Total				United States				Americas other than U.S.				United Kingdom				Europe, Middle East, & Africa				Asia Pacific
2015	$	11,682			$	6,063			$	1,053			$	1,527			$	1,909			$	1,130
2014	12,045				5,824				1,176				1,623				2,189				1,233
2013	11,815				5,574				1,214				1,544				2,304				1,179

Consolidated non-current assets by geographic area are as follows (in millions):

As of December 31	Total				United States				Americas other than U.S.				United Kingdom				Europe, Middle East, & Africa				Asia Pacific
2015	$	13,051			$	7,072			$	416			$	2,723			$	2,270			$	570
2014	13,805				7,793				493				2,700				2,179				640

16. 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 (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, and the 2.80% Notes due March 2021 (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, condensed consolidating statements of comprehensive income for the years ended December 31, 2015, 2014, and 2013, condensed consolidating statements of financial position as of December 31, 2015 and December 31, 2014, and condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014, and 2013 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 2015 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, 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	(19		)		14				19				—				14
Interest expense	(121		)		(130		)		(22		)		—				(273		)
Intercompany interest income (expense)	429				(479		)		50				—				—
Intercompany other income (expense)	302				(422		)		120				—				—
Other Income	(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				1,319				525				(2,828		)		—
Net income	1,385				525				2,340				(2,828		)		1,422
Less: Net income attributable to noncontrolling interests	—				—				37				—				37
Net income attributable to Aon shareholders	$	1,385			$	525			$	2,303			$	(2,828	)		$	1,385

Condensed Consolidating Statement of Income

	Year Ended December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				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	(9		)		2				17				—				10
Interest expense	(75		)		(139		)		(41		)		—				(255		)
Intercompany interest income (expense)	449				(298		)		(151		)		—				—
Intercompany other income (expense)	342				(390		)		48				—				—
Other income	2				5				37				—				44
Income (loss) before taxes	566				(841		)		2,040				—				1,765
Income tax expense (benefit)	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				1,214				565				(2,684		)		—
Net income	1,397				565				2,153				(2,684		)		1,431
Less: Net income attributable to noncontrolling interests	—				—				34				—				34
Net income attributable to Aon shareholders	$	1,397			$	565			$	2,119			$	(2,684	)		$	1,397

Condensed Consolidating Statement of Income

	Year Ended December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustment				Consolidated
Revenue
Commissions, fees and other	$	3			$	—			$	11,784			$	—			$	11,787
Fiduciary investment income	—				—				28				—				28
Total revenue	3				—				11,812				—				11,815
Expenses
Compensation and benefits	111				50				6,784				—				6,945
Other general expenses	—				—				3,199				—				3,199
Total operating expenses	111				50				9,983				—				10,144
Operating (loss) income	(108		)		(50		)		1,829				—				1,671
Interest income	—				3				6				—				9
Interest expense	(20		)		(138		)		(52		)		—				(210		)
Intercompany interest (expense) income	120				24				(144		)		—				—
Intercompany other (expense) income	38				(168		)		130				—				—
Other income (expense)	—				19				49				—				68
(Loss) income before taxes	30				(310		)		1,818				—				1,538
Income tax (benefit) expense	12				(64		)		442				—				390
(Loss) income before equity in earnings of subsidiaries	18				(246		)		1,376				—				1,148
Equity in earnings of subsidiaries, net of tax	1,095				1,061				815				(2,971		)		—
Net income	1,113				815				2,191				(2,971		)		1,148
Less: Net income attributable to noncontrolling interests	—				—				35				—				35
Net income attributable to Aon shareholders	$	1,113			$	815			$	2,156			$	(2,971	)		$	1,113

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			$	525			$	2,340			$	(2,828	)		$	1,422
Less: Net income attributable to noncontrolling interests	—				—				37				—				37
Net income attributable to Aon shareholders	$	1,385			$	525			$	2,303			$	(2,828	)		$	1,385
Other comprehensive (loss) income, 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		)		(268		)		(303		)		860				—
Less: Other comprehensive loss attributable to noncontrolling interests	—				—				(6		)		—				(6		)
Total other comprehensive loss attributable to Aon shareholders	(289		)		(303		)		(557		)		860				(289		)
Comprehensive income attributable to Aon shareholders	$	1,096			$	222			$	1,746			$	(1,968	)		$	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			$	565			$	2,153			$	(2,684	)		$	1,431
Less: Net income attributable to noncontrolling interests	—				—				34				—				34
Net income attributable to Aon shareholders	$	1,397			$	565			$	2,119			$	(2,684	)		$	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 income of subsidiaries, net of tax	(760		)		(411		)		(760		)		1,931				—
Less: Other comprehensive loss attributable to noncontrolling interests	—				—				(3		)		—				(3		)
Total other comprehensive income attributable to Aon shareholders	(760		)		(760		)		(1,171		)		1,931				(760		)
Comprehensive income attributable to Aon shareholders	$	637			$	(195	)		$	948			$	(753	)		$	637

Condensed Consolidating Statement of Comprehensive Income

	Year Ended December 31, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
Net income	$	1,113			$	815			$	2,191			$	(2,971	)		$	1,148
Less: Net income attributable to noncontrolling interests	—				—				35				—				35
Net income attributable to Aon shareholders	$	1,113			$	815			$	2,156			$	(2,971	)		$	1,113
Other comprehensive loss, net of tax:
Change in fair value of financial instruments	—				5				2				—				7
Foreign currency translation adjustments	—				(60		)		(5		)		—				(65		)
Post-retirement benefit obligation	—				223				70				—				293
Total other comprehensive loss	—				168				67				—				235
Equity in other comprehensive loss of subsidiaries, net of tax	236				69				237				(542		)		—
Less: Other comprehensive income attributable to noncontrolling interests	—				—				(1		)		—				(1		)
Total other comprehensive loss attributable to Aon shareholders	236				237				305				(542		)		236
Comprehensive income attributable to Aon shareholders	$	1,349			$	1,052			$	2,461			$	(3,513	)		$	1,349

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				—				2,733				—				2,734
Fiduciary assets	—				—				9,932				—				9,932
Intercompany receivables	432				1,950				7,957				(10,339		)		—
Other current assets	3				218				347				(2		)		566
Total Current Assets	436				4,460				22,358				(13,282		)		13,972
Goodwill	—				—				8,448				—				8,448
Intangible assets, net	—				—				2,180				—				2,180
Fixed assets, net	—				—				765				—				765
Deferred tax assets	154				558				107				(678		)		141
Intercompany receivables	375				526				8,633				(9,534		)		—
Prepaid Pension	—				6				1,027				—				1,033
Other non-current assets	28				124				557				(84		)		625
Investment in subsidiary	11,804				16,534				369				(28,707		)		—
TOTAL ASSETS	$	12,797			$	22,208			$	44,444			$	(52,285	)		$	27,164
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—			$	—			$	9,932			$	—			$	9,932
Short-term debt and current portion of long-term debt	—				550				12				—				562
Accounts payable and accrued liabilities	2,988				45				1,680				(2,941		)		1,772
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	3,482				1,418				275				—				5,175
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	6,691				21,839				16,049				(23,578		)		21,001
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	$	12,797			$	22,208			$	44,444			$	(52,285	)		$	27,164

Condensed Consolidating Statement of Financial Position

	As of December 31, 2014
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
ASSETS
Cash and cash equivalents	$	—			$	2,727			$	1,361			$	(3,714	)		$	374
Short-term investments	—				165				229				—				394
Receivables, net	—				—				2,815				—				2,815
Fiduciary assets	—				—				11,638				—				11,638
Intercompany receivables	455				2,814				9,156				(12,425		)		—
Other current assets	2				226				407				(33		)		602
Total Current Assets	457				5,932				25,606				(16,172		)		15,823
Goodwill	—				—				8,860				—				8,860
Intangible assets, net	—				—				2,520				—				2,520
Fixed assets, net	—				—				765				—				765
Deferred tax assets	159				570				113				(698		)		144
Intercompany receivables	7,399				600				111				(8,110		)		—
Prepaid Pension	—				6				927				—				933
Other non-current assets	20				121				678				(92		)		727
Investment in subsidiary	4,962				15,200				1,880				(22,042		)		—
TOTAL ASSETS	$	12,997			$	22,429			$	41,460			$	(47,114	)		$	29,772
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—			$	—			$	11,638			$	—			$	11,638
Short-term debt and current portion of long-term debt	—				767				16				—				783
Accounts payable and accrued liabilities	3,755				58				1,706				(3,714		)		1,805
Intercompany payables	122				8,960				3,343				(12,425		)		—
Other current liabilities	—				49				772				(33		)		788
Total Current Liabilities	3,877				9,834				17,475				(16,172		)		15,014
Long-term debt	2,544				1,917				338				—				4,799
Deferred tax liabilities	—				—				1,011				(698		)		313
Pension, other post-retirement and other post-employment liabilities	—				1,396				745				—				2,141
Intercompany payables	—				7,277				833				(8,110		)		—
Other non-current liabilities	5				125				836				(92		)		874
TOTAL LIABILITIES	6,426				20,549				21,238				(25,072		)		23,141
TOTAL AON SHAREHOLDERS’ EQUITY	6,571				1,880				20,162				(22,042		)		6,571
Noncontrolling interests	—				—				60				—				60
TOTAL EQUITY	6,571				1,880				20,222				(22,042		)		6,631
TOTAL LIABILITIES AND EQUITY	$	12,997			$	22,429			$	41,460			$	(47,114	)		$	29,772

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 (USED FOR) 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) sales 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 (PROVIDED BY) 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) PROVIDED BY FINANCING ACTIVITIES	(682		)		(1,046		)		(2,394		)		2,433				(1,689		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				(172		)		—				(172		)
NET INCREASE (DECREASE) 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 purchases 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 USED FOR INVESTING ACTIVITIES	—				16				(561		)		—				(545		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(2,250		)		—				—				—				(2,250		)
Advances from (to) affiliates and other (1)	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 (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(769		)		3,391				(1,227		)		(2,698		)		(1,303		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				(67		)		—				(67		)
NET (DECREASE) INCREASE 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

(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, 2013
(millions)	Aon plc				Aon Corporation				Other Non-Guarantor Subsidiaries				Consolidating Adjustments				Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	70			$	(441	)		$	2,124			$	—			$	1,753
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—				8				85				—				93
Payments for investments	—				(15		)		—				—				(15		)
Net sales of short-term investments - non-fiduciary	—				(74		)		(100		)		—				(174		)
Acquisition of businesses, net of cash acquired	—				—				(54		)		—				(54		)
Proceeds from sale of businesses	—				7				33				—				40
Capital expenditures	—				—				(229		)		—				(229		)
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES	—				(74		)		(265		)		—				(339		)
CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(1,102		)		—				—				—				(1,102		)
Advances from (to) affiliates	460				996				(479		)		(977		)		—
Issuance of shares for employee benefit plans	(22		)		—				—				—				(22		)
Issuance of debt	1,730				2,944				232				—				4,906
Repayment of debt	(1,055		)		(3,377		)		(247		)		—				(4,679		)
Cash dividends to shareholders	(212		)		—				—				—				(212		)
Noncontrolling interests and other financing activities					—				(27		)		—				(27		)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	(201		)		563				(521		)		(977		)		(1,136		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—				—				(92		)		—				(92		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(131		)		48				1,246				(977		)		186
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131				199				—				(39		)		291
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—			$	247			$	1,246			$	(1,016	)		$	477

17. Quarterly Financial Data (Unaudited)

Selected quarterly financial data for the years ended December 31, 2015 and 2014 are as follows (in millions, except per share data):

	1Q				2Q				3Q				4Q				2015
INCOME STATEMENT DATA
Commissions, fees and other revenue	$	2,842			$	2,800			$	2,736			$	3,283			$	11,661
Fiduciary investment income	5				5				6				5				21
Total revenue	$	2,847			$	2,805			$	2,742			$	3,288			$	11,682
Operating income	$	441			$	277			$	413			717				$	1,848
Net income	341				188				303				590				1,422
Less: Net income attributable to noncontrolling interests	13				10				8				6				37
Net income attributable to Aon shareholders	$	328			$	178			$	295			$	584			$	1,385
PER SHARE DATA
Basic net income per share attributable to Aon shareholders	$	1.15			$	0.63			$	1.05			$	2.12			$	4.93
Diluted net income per share attributable to Aon shareholders	$	1.14			$	0.62			$	1.05			$	2.09			$	4.88
CLASS A ORDINARY SHARE DATA
Dividends paid per share	$	0.25			$	0.30			$	0.30			$	0.30			$	1.15
Price range:
High	$	107.08			$	104.70			$	103.38			$	97.79			$	107.08
Low	$	89.35			$	95.32			$	87.58			$	86.38			$	86.38
Shares outstanding	281.7				279.8				273.9				269.8				269.8
Average monthly trading volume	24.5				24.9				26.5				26.6				25.6

	1Q				2Q				3Q				4Q				2014
INCOME STATEMENT DATA
Commissions, fees and other revenue	$	2,941			$	2,913			$	2,873			$	3,292			$	12,019
Fiduciary investment income	6				6				7				7				26
Total revenue	$	2,947			$	2,919			$	2,880			$	3,299			$	12,045
Operating income	$	469			$	445			$	417			$	635			$	1,966
Net income	336				313				315				467				1,431
Less: Net income attributable to noncontrolling interests	11				9				6				8				34
Net income attributable to Aon shareholders	$	325			$	304			$	309			$	459			$	1,397
PER SHARE DATA
Basic net income per share attributable to Aon shareholders	$	1.07			$	1.02			$	1.06			$	1.60			$	4.73
Diluted net income per share attributable to Aon shareholders	$	1.06			$	1.01			$	1.04			$	1.56			$	4.66
CLASS A ORDINARY SHARE DATA
Dividends paid per share	$	0.18			$	0.25			$	0.25			$	0.25			$	0.92
Price range:
High	$	87.45			$	91.07			$	91.28			$	98.10			$	98.10
Low	$	76.49			$	78.60			$	83.06			$	78.26			$	76.49
Shares outstanding	296.5				290.5				285.1				280.0				280.0
Average monthly trading volume	32.6				28.5				26.3				34.1				30.4