# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

(Mark	One)

# ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE

# SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	December	31,	2015

# TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE

# Commission	file	number:	1-7933

# Aon	plc

(Exact	name	of	registrant	as	specified	in	its	charter)

ENGLAND	AND	WALES

	(State	or	Other	Jurisdiction	of Incorporation	or	Organization)

122	LEADENHALL	STREET, LONDON,	ENGLAND

	(Address	of	principal	executive	offices)

(Registrant's	Telephone	Number,	Including	Area	Code)

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

# Name	of	Each	Exchange

# Title	of	Each	Class

# on	Which	Registered

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act:	NONE

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	YES	ý	NO	o

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Exchange	Act.	YES	o	NO	ý

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding 12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days.	YES	ý	NO	o

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be	submitted	and posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and	post such	files).	YES	ý	NO	o

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of	registrant's knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.	o

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the	definitions	of	"large accelerated	filer,"	"accelerated	filer,"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.

Large	accelerated	filer	ý

Accelerated	filer	o

Non-accelerated	filer	o

Smaller	reporting	company	o

(Do	not	check	if	a	smaller	reporting	company.)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	YES	o	NO	ý

As	of	June	30,	2015,	the	aggregate	market	value	of	the	registrant's	Class	A	Ordinary	Shares	held	by	non-affiliates	of	the	registrant	was	$27,889,141,346	based	on	the	closing sales	price	as	reported	on	the	New	York	Stock	Exchange	—	Composite	Transaction	Listing.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	Aon	plc's	Proxy	Statement	for	the	2016	Annual	General	Meeting	of	Shareholders	to	be	held	on	June	24,	2016	are	incorporated	by	reference	in	this	Form	10-K	in response	to	Part	III,	Items	10,	11,	12,	13	and	14.

# PART	I

# OVERVIEW

Aon	plc's	strategy	is	to	be	the	preeminent	professional	service	firm	in	the	world,	focused	on	the	topics	of	risk	and	people.	Aon	plc	(which	may	be	referred	to	as "Aon,"	"the	Company,"	"we,"	"us,"	or	"our")	is	the	leading	global	provider	of	risk	management	services,	insurance	and	reinsurance	brokerage,	and	human	resource consulting	and	outsourcing,	delivering	distinctive	client	value	via	innovative	and	effective	risk	management	and	workforce	productivity	solutions.	Our	predecessor,	Aon Corporation,	was	incorporated	in	1979	under	the	laws	of	Delaware.	In	2012,	we	reincorporated	in	the	U.K.	and	moved	our	corporate	headquarters	to	London.	As	a	result of	this	reorganization	of	our	corporate	structure,	Aon	plc	became	the	publicly-held	parent	company	of	the	Aon	group.	We	sometimes	refer	to	this	transaction	herein	as the	Redomestication.

We	have	approximately	69,000	employees	and	conduct	our	operations	through	various	subsidiaries	in	more	than	120	countries	and	sovereignties.

We	serve	clients	through	the	following	reportable	segments:

•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	our	global	distribution	network.

•HR	Solutions	partners	with	organizations	to	solve	their	most	complex	human	capital	and	related	financial	challenges	in	the	areas	of	health,	retirement	and talent.	We	are	dedicated	to	improving	business	performance	and	our	client's	employees,	experience	by	designing,	implementing,	communicating	and administering	a	wide	range	of	human	capital,	retirement,	investment	consulting,	health	care,	compensation	and	talent	management	strategies.

Our	clients	are	globally	diversified	and	include	all	segments	of	the	economy	(individuals	through	personal	lines,	mid-market	companies	and	large	global companies)	and	almost	every	industry	in	the	economy	in	over	120	countries	and	sovereignties	globally.	This	diversification	of	our	customer	base	provides	stability	in different	economic	scenarios	that	may	affect	specific	industries,	customer	segments	or	geographies.

We	have	continued	to	focus	our	portfolio	on	higher	margin,	capital	light	professional	services	businesses	that	have	high	recurring	revenue	streams	and	strong	cash flow	generation.	Aon	drives	its	capital	allocation	decision	making	process	around	return	on	invested	capital	("ROIC").

In	2015,	64%	of	our	consolidated	total	revenues	were	in	Risk	Solutions	and	37%	of	our	consolidated	total	revenues	were	in	HR	Solutions,	before	intersegment eliminations.

# BUSINESS	SEGMENTS

# Risk	Solutions

The	Risk	Solutions	segment	generated	approximately	64%	of	our	consolidated	total	revenues	in	2015,	and	has	approximately	32,000	employees	worldwide.	We provide	risk	and	insurance,	as	well	as	reinsurance,	brokerage	and	related	services	in	this	segment.

# Principal	Products	and	Services

We	operate	in	this	segment	through	two	similar	transactional	product	lines:	retail	brokerage	and	reinsurance	brokerage.	In	addition,	a	key	component	of	this business	is	our	risk	consulting	services.

Retail	brokerage	encompasses	our	retail	brokerage	services,	affinity	products,	managing	general	underwriting,	placement,	captive	management	services	and	our Inpoint	data	and	analytics	solutions,	including	the	Global	Risk	Insight	Platform	("GRIP").	Our	Americas	operations	provide	products	and	services	to	clients	in	North, Central	and	South	America,	the	Caribbean,	and	Bermuda.	Our	International	operations	in	the	U.K.;	Europe,	Middle	East	and	Africa;	and	Asia	Pacific	offer	these products	and	services	to	clients	throughout	the	rest	of	the	world.

Our	employees	draw	upon	our	global	network	of	resources,	sophisticated	data	and	analytics,	and	specialized	expertise	to	deliver	value	to	clients	ranging	from small	and	mid-sized	businesses	to	multi-national	corporations.	We	work	with	clients	to	identify	their	business	needs	and	help	them	assess	and	understand	their	total	cost of	risk.	Once	we	have	gained	an	understanding	of	our	clients'	risk	management	needs,	we	seek	to	leverage	our	global	network	and	implement	a	customized	risk approach	with	local	Aon	resources.	The	outcome	is	intended	to	be	a	comprehensive	risk	solution	provided	locally	and

personally.	The	Aon	Client	Promise®	enables	our	colleagues	around	the	globe	to	describe,	benchmark	and	price	the	value	we	deliver	to	clients	in	a	unified	approach, based	on	the	most	important	criteria	that	are	critical	to	our	clients'	ability	manage	their	total	cost	of	risk.

Our	knowledge	and	foresight,	benchmarking	and	carrier	knowledge	are	keys	to	providing	professional	services	excellence.	We	intend	to	deliver	superior	value	to clients	and	differentiation	from	competitors	through	our	key	Aon	Broking	initiatives,	which	positions	us	to	provide	our	clients	and	insurers	with	additional	market insight	as	well	as	new	product	offerings	and	facilities.

As	a	retail	broker,	we	serve	as	an	advisor	to	clients	and	facilitate	a	wide	spectrum	of	risk	management	solutions	for	property	liability,	general	liability,	professional and	directors'	and	officers'	liability,	workers'	compensation,	and	various	healthcare	products,	as	well	as	other	exposures.	Our	business	is	comprised	of	several	specialty areas	structured	around	specific	product	and	industry	needs.

We	offer	specialized	advice	and	services	in	such	industries	as	technology,	financial	services,	agribusiness,	aviation,	construction,	health	care	and	energy,	among others.	Through	our	global	affinity	business,	we	provide	products	for	professional	liability,	life,	disability	income	and	personal	lines	for	individuals,	associations	and businesses	around	the	world.

In	addition,	we	are	a	major	provider	of	risk	consulting	services,	including	captive	management,	that	provide	our	clients	with	alternative	vehicles	for	managing risks	that	would	be	cost-prohibitive	or	unavailable	in	traditional	insurance	markets.

Our	health	and	benefits	consulting	practice	advises	clients	about	structuring,	funding,	and	administering	employee	benefit	programs,	which	attract,	retain,	and motivate	employees.	Benefits	consulting	and	brokerage	includes	health	and	welfare,	executive	benefits,	workforce	strategies	and	productivity,	absence	management, data-driven	health,	compliance,	employee	commitment,	and	elective	benefits	services.

Reinsurance	brokerage	offers	sophisticated	advisory	services	in	program	design	and	claim	recoveries	intended	to	enhance	the	risk/return	characteristics	of insurance	policy	portfolios,	improve	capital	utilization,	and	evaluate	and	mitigate	catastrophic	loss	exposures	worldwide.	An	insurance	or	reinsurance	company	may seek	reinsurance	or	other	risk-transfer	solutions	on	all	or	a	portion	of	the	risks	it	insures.	To	accomplish	this,	our	reinsurance	brokerage	services	use	dynamic	financial analysis	and	capital	market	alternatives,	such	as	transferring	catastrophe	risk	through	securitization.	Reinsurance	brokerage	also	offers	capital	management	transaction and	advisory	services.

We	act	as	a	broker	or	intermediary	for	all	classes	of	reinsurance.	We	place	two	main	types	of	property	and	casualty	reinsurance:	treaty	reinsurance,	which	involves the	transfer	of	a	portfolio	of	risks,	and	facultative	reinsurance,	which	entails	the	transfer	of	part	or	all	of	the	coverage	provided	by	a	single	insurance	policy.	We	also place	specialty	lines	such	as	professional	liability,	workers'	compensation,	accident,	life	and	health.

We	also	provide	actuarial,	enterprise	risk	management,	catastrophe	management	and	rating	agency	advisory	services.	We	have	developed	tools	and	models	that help	our	clients	understand	the	financial	implications	of	natural	and	man-made	catastrophes	around	the	world.	Aon	Securities	Inc.	provides	global	capital	management transaction	and	advisory	services	for	insurance	and	reinsurance	clients.	In	this	capacity,	Aon	Securities	Inc.	is	recognized	as	a	leader	in:

•the	structuring,	underwriting	and	trading	of	insurance-linked	securities;

•the	arrangement	of	financing	for	insurance	and	reinsurance	companies,	including	Lloyd's	syndicates;

•providing	advice	on	strategic	and	capital	alternatives,	including	mergers	and

acquisitions.

In	addition,	our	Inpoint	business	is	a	leading	provider	of	consulting	services	to	the	insurance	and	reinsurance	industry,	helping	carriers	improve	their	performance to	achieve	growth	and	profitability.

# Revenue	and	Compensation

Our	Risk	Solutions	segment	generates	revenues	primarily	through	commissions,	fees	from	clients,	and	compensation	from	insurance	and	reinsurance	companies for	services	we	provide	to	them.	Commission	rates	and	fees	vary	depending	upon	several	factors,	which	may	include	the	amount	of	premium,	the	type	of	insurance	or reinsurance	coverage	provided,	the	particular	services	provided	to	a	client,	insurer	or	reinsurer,	and	the	capacity	in	which	we	act.	Payment	terms	are	consistent	with current	industry	practice.

# Fiduciary	Funds

We	typically	hold	funds	on	behalf	of	clients	such	as	premiums	received	from	clients	and	claims	due	to	clients	that	are	in	transit	to	and	from	insurers.	These	funds held	on	behalf	of	clients	are	generally	invested	in	interest-bearing	premium	trust	accounts	and	can	fluctuate	significantly	depending	on	when	we	collect	cash	from	our clients	and	when	premiums	are	remitted	to	the	insurance	carriers.	We	earn	interest	on	these	accounts;	however,	the	principal	is	segregated	and	not	available	for	general operating	purposes.

# Competition

Our	Risk	Solutions	business	operates	in	an	environment	that	is	highly	competitive	and	very	fragmented.	We	compete	with	other	global	insurance	brokers, including	Marsh	&	McLennan	Companies,	Inc.,	Willis	Towers	Watson	Public	Limited	Company,	Arthur	J	Gallagher	&	Company,	and	Jardine	Lloyd	Thompson	Group plc,	as	well	as	numerous	specialist,	regional	and	local	firms	in	almost	every	area	of	our	business.	We	also	compete	with	insurance	and	reinsurance	companies	that market	and	service	their	insurance	products	without	the	assistance	of	brokers	or	agents;	and	with	other	businesses	that	do	not	fall	into	the	categories	above,	including commercial	and	investment	banks,	accounting	firms,	and	consultants	that	provide	risk-related	services	and	products.

# Seasonality

Our	Risk	Solutions	segment	typically	experiences	higher	revenues	in	the	first	and	fourth	quarters	of	each	year,	primarily	due	to	the	timing	of	policy	renewals.

# HR	Solutions

Our	HR	Solutions	segment	generated	approximately	37%	of	our	consolidated	total	revenues	in	2015,	and	has	approximately	31,000	employees	worldwide	with operations	in	the	U.S.,	Canada,	the	U.K.,	Europe,	and	the	Asia	Pacific	regions.

We	provide	products	and	services	in	this	segment	primarily	under	the	Aon	Hewitt	brand.

Our	HR	Solutions	segment	works	to	maximize	the	value	of	clients'	human	resources	spending,	increase	employee	productivity,	and	improve	employee performance.	Our	approach	addresses	a	trend	towards	more	diverse	workforces	(demographics,	nationalities,	cultures	and	work/lifestyle	preferences)	that	require	more choices	and	flexibility	among	employers	so	that	they	can	provide	benefit	options	suited	to	individual	needs.

We	work	with	our	clients	to	identify	options	in	human	resource	outsourcing	and	process	improvements.	The	primary	areas	where	companies	choose	to	use outsourcing	services	include	benefits	administration,	core	human	resource	processes,	and	workforce	and	talent	management.

HR	Solutions	offers	a	broad	range	of	human	capital	services	in	the	following	practice	areas:

Retirement	specializes	in	providing	global	actuarial	services,	defined	contribution	consulting,	pension	de-risking,	tax	and	ERISA	consulting,	and	pension administration.

Compensation	focuses	on	compensation	advisory/counsel	including:	compensation	planning	design,	executive	reward	strategies,	salary	survey	and	benchmarking, market	share	studies	and	sales	force	effectiveness	assessments,	with	special	expertise	in	the	financial	services,	technology,	and	life	science	industries.

Strategic	Human	Capital	delivers	advice	to	complex	global	organizations	on	talent,	change	and	organizational	effectiveness	issues,	including	talent	strategy	and acquisition,	executive	on-boarding,	performance	management,	leadership	assessment	and	development,	communication	strategy,	workforce	training	and	change management.

Investment	consulting	provides	public	and	private	companies,	other	institutions	and	trustees	with	advice	on	developing	and	maintaining	investment	programs across	a	broad	range	of	plan	types,	including	defined	benefit	plans,	defined	contribution	plans,	endowments	and	foundations.	In	certain	instances,	we	also	perform delegated	management	services	in	relation	to	these	plans.

Benefits	Administration	applies	our	HR	expertise	primarily	through	defined	benefit,	defined	contribution,	and	health	and	welfare	administrative	services.	We	also provide	other	complementary	services	such	as	flexible	spending,	dependent	audit	and	participant	advocacy.	Our	model	replaces	the	resource-intensive	processes	once required	to	administer	benefit	plans	with	more	efficient,	effective	and	less	costly	solutions.

Exchanges	is	building	and	operating	health	care	exchanges	that	provide	employers	with	a	cost	effective	alternative	to	traditional	employee	and	retiree	healthcare, while	helping	individuals	select	the	insurance	that	best	meets	their	needs.

Human	Resource	Business	Process	Outsourcing	("HR	BPO")	provides	market-leading	traditional	and	cloud	based	solutions	to	deploy	systems,	manage	employee data;	administer	benefits,	payroll	and	other	human	resources	processes;	and	record	and	manage	talent,	workforce	and	other	core	HR	process	transactions.

HR	Solutions	revenues	are	principally	derived	from	fees	paid	by	clients	for	advice	and	services.	In	addition,	insurance	companies	pay	us	commissions	for	placing individual	and	group	insurance	contracts,	primarily	life,	health	and	accident	coverage,	and	pay	us	fees	for	consulting	and	other	services	that	we	provide	to	them. Payment	terms	are	consistent	with	current	industry	practice.

Our	HR	Solutions	business	faces	strong	competition	from	other	worldwide	and	national	consulting	companies,	including	Marsh	&	McLennan	Companies,	Inc.	and Willis	Towers	Watson	Public	Limited	Company.	as	well	as	regional	and	local	firms.	Competitors	include	independent	consulting	firms	and	consulting	organizations affiliated	with	accounting,	information	systems,	technology	and	financial	services	firms,	large	financial	institutions	and	pure	play	outsourcers.	Some	of	our	competitors provide	administrative	or	consulting	services	as	an	adjunct	to	other	primary	services.	We	believe	that	we	are	one	of	the	leading	providers	of	human	capital	services	in	the world.

Due	to	buying	patterns	and	delivery	of	certain	products	in	the	markets	we	serve,	revenues	tend	to	be	highest	in	the	fourth	quarter	of	each	fiscal	year.

# Licensing	and	Regulation

Our	business	activities	are	subject	to	licensing	requirements	and	extensive	regulation	under	the	laws	of	countries	in	which	we	operate,	as	well	as	U.S.	federal	and state	laws.	See	the	discussion	contained	in	the	"Risk	Factors"	section	in	Part	I,	Item	1A	of	this	report	for	information	regarding	how	actions	by	regulatory	authorities	or changes	in	legislation	and	regulation	in	the	jurisdictions	in	which	we	operate	may	have	an	adverse	effect	on	our	business.

Regulatory	authorities	in	the	countries	or	states	in	the	U.S.	in	which	the	operating	subsidiaries	of	our	Risk	Solutions	segment	conduct	business	may	require individual	or	company	licensing	to	act	as	producers,	brokers,	agents,	third	party	administrators,	managing	general	agents,	reinsurance	intermediaries,	or	adjusters.

Under	the	laws	of	most	countries	and	states,	regulatory	authorities	have	relatively	broad	discretion	with	respect	to	granting,	renewing	and	revoking	producers', brokers'	and	agents'	licenses	to	transact	business	in	the	country	or	state.	The	operating	terms	may	vary	according	to	the	licensing	requirements	of	the	particular	country	or state,	which	may	require,	among	other	things	that	a	firm	operates	in	the	country	or	state	through	a	local	corporation.	In	a	few	countries	and	states,	licenses	may	be	issued only	to	individual	residents	or	locally	owned	business	entities.	In	such	cases,	our	subsidiaries	either	have	such	licenses	or	have	arrangements	with	residents	or	business entities	licensed	to	act	in	the	country	or	state.

Our	subsidiaries	must	comply	with	laws	and	regulations	of	the	jurisdictions	in	which	they	do	business.	These	laws	and	regulations	are	enforced	by	the	Financial Conduct	Authority	("FCA")	in	the	U.K.,	by	federal	and	state	agencies	in	the	U.S.,	and	by	various	regulatory	agencies	and	other	supervisory	authorities	in	other	countries through	the	granting	and	revoking	of	licenses	to	do	business,	licensing	of	agents,	monitoring	of	trade	practices,	policy	form	approval,	limits	on	commission	rates	and mandatory	remuneration	disclosure	requirements.

Insurance	authorities	in	the	U.K.,	U.S.	and	certain	other	jurisdictions	in	which	our	subsidiaries	operate	also	have	enacted	laws	and	regulations	governing	the investment	of	funds,	such	as	premiums	and	claims	proceeds,	held	in	a	fiduciary	capacity	for	others.	These	laws	and	regulations	generally	require	the	segregation	of	these fiduciary	funds	and	limit	the	types	of	investments	that	may	be	made	with	them.

Further,	certain	of	our	business	activities	within	the	Risk	Solutions	segment	are	governed	by	other	regulatory	bodies,	including	investment,	securities	and	futures licensing	authorities.	For	example,	in	the	U.S.,	we	use	Aon	Securities,	Inc.,	a	U.S.-registered	broker-dealer	and	investment	advisor,	member	of	the	Financial	Industry Regulatory	Authority	("FINRA")	and	Securities	Investor	Protection	Corporation,	and	an	indirect,	wholly	owned	subsidiary	of	Aon,	for	capital	management

transaction	and	advisory	services	and	other	broker-dealer	activities.	Similar	operations	exist	in	other	jurisdictions	outside	of	the	U.S.

Certain	of	the	retirement-related	consulting	services	provided	by	Aon	Hewitt	and	its	subsidiaries	and	affiliates	are	subject	to	the	pension	and	financial	laws	and regulations	of	applicable	jurisdictions,	including	oversight	and/or	supervision	by	the	FCA	in	the	U.K.,	the	Securities	and	Exchange	Commission	("SEC")	in	the	U.S.,	and regulators	in	other	countries.	Aon	Hewitt	subsidiaries	that	provide	investment	advisory	services	are	regulated	by	various	U.S.	federal	authorities	including	the	SEC	and FINRA,	as	well	as	authorities	on	the	state	level.	In	addition,	other	services	provided	by	Aon	Hewitt	and	its	subsidiaries	and	affiliates,	such	as	trustee	services	and retirement	and	employee	benefit	program	administrative	services,	are	subject	in	various	jurisdictions	to	pension,	investment	and	securities	and/or	insurance	laws	and regulations	and/or	supervision	by	national	regulators.

# Clientele

Our	clients	operate	in	many	businesses	and	industries	throughout	the	world.	No	one	client	accounted	for	more	than	1%	of	our	consolidated	total	revenues	in	2015. Additionally,	we	place	insurance	with	many	insurance	carriers,	none	of	which	individually	accounted	for	more	than	10%	of	the	total	premiums	we	placed	on	behalf	of our	clients	in	2015.

# Segmentation	of	Activity	by	Type	of	Service	and	Geographic	Area	of	Operation

Financial	information	relating	to	the	types	of	services	provided	by	us	and	the	geographic	areas	of	our	operations	is	incorporated	herein	by	reference	to	Note	15 "Segment	Information"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

# Employees

# Information	Concerning	Forward-Looking	Statements

This	report	and	in	reports	we	subsequently	file	or	furnish	and	have	previously	filed	or	furnished	with	the	SEC	contains	certain	statements	related	to	future	results, or	states	our	intentions,	beliefs	and	expectations	or	predictions	for	the	future	which	are	forward-looking	statements	as	that	term	is	defined	in	the	Private	Securities Litigation	Reform	Act	of	1995.	Forward-looking	statements	relate	to	expectations	or	forecasts	of	future	events.	They	use	words	such	as	"anticipate,"	"believe," "estimate,"	"expect,"	"forecast,"	"project,"	"intend,"	"plan,"	"probably,"	"potential,"	"looking	forward,"	and	other	similar	terms,	and	future	or	conditional	tense	verbs	like "could,"	"may,"	"might,"	"should,"	"will"	and	"would."	You	can	also	identify	forward-looking	statements	by	the	fact	that	they	do	not	relate	strictly	to	historical	or current	facts.	For	example,	we	may	use	forward-looking	statements	when	addressing	topics	such	as:	market	and	industry	conditions,	including	competitive	and	pricing trends;	changes	in	our	business	strategies	and	methods	of	generating	revenue;	the	development	and	performance	of	our	services	and	products;	changes	in	the composition	or	level	of	our	revenues;	our	cost	structure	and	the	outcome	of	cost-saving	or	restructuring	initiatives;	the	outcome	of	contingencies;	dividend	policy;	the expected	impact	of	acquisitions	and	dispositions;	pension	obligations;	cash	flow	and	liquidity;	expected	effective	tax	rate;	future	actions	by	regulators;	and	the	impact	of changes	in	accounting	rules.	These	forward-looking	statements	are	subject	to	certain	risks	and	uncertainties	that	could	cause	actual	results	to	differ	materially	from	either historical	or	anticipated	results	depending	on	a	variety	of	factors.	Potential	factors,	which	may	be	revised	or	supplemented	in	subsequent	reports	filed	or	furnished	with the	SEC,	that	could	impact	results	include:

•general	economic	and	political	conditions	in	different	countries	in	which	we	do	business	around	the	world;

•changes in the competitive environment;

•fluctuations in exchange and interest rates that could influence revenue and expense;

•changes in	global	equity	and	fixed income	markets that	could	affect the	return	on invested assets;

•changes	in	the	funding	status	of	our	various	defined	benefit	pension	plans	and	the	impact	of	any	increased	pension	funding	resulting	from	those changes;

•the	 level of our debt limiting financial flexibility;

•rating	 agency	 actions that	 could	 affect	 our	 ability to	 borrow funds;

•changes	in	estimates	or	assumptions	on	our	financial	statements;

•limits	on	our	subsidiaries	to	make	dividend	and	other	payments	to

•the	impact	of	lawsuits	and	other	contingent	liabilities	and	loss	contingencies	arising	from	errors	and	omissions	and	other	claims	against

•the	impact	of,	and	potential	challenges	in	complying	with,	legislation	and	regulation	in	the	jurisdictions	in	which	we	operate,	particularly	given	the	global	scope of	our	businesses	and	the	possibility	of	conflicting	regulatory	requirements	across	jurisdictions	in	which	we	do	business;

•the	 effect	 of the	 change in	 global	 headquarters	 and jurisdiction	 of incorporation, including	 differences in the	 anticipated benefits;

•the	 impact	 of	 any investigations	 brought	 by regulatory	 authorities in the	 U.S.,	 U.K.	 and	 other countries;

•the	impact	of	any	inquiries	relating	to	compliance	with	the	U.S.	Foreign	Corrupt	Practices	Act	and	non-U.S.	anti-corruption	laws	and	with	U.S.	and	non-U.S. trade	sanctions	regimes;

•failure	to	protect	intellectual	property	rights	or	allegations	that	we	infringe	on	the	intellectual	property	rights	of others;

•the	effects	of	English	law	on	our	operating	flexibility	and	the	enforcement	of	judgments	against us;

•the failure to retain and attract qualified personnel;

•international risks associated with our global operations;

•the effect of natural or man-made disasters;

•the	potential	of	a	system	or	network	breach	or	disruption	resulting	in	operational	interruption	or	improper	disclosure	of	personal data;

•our ability to develop and implement new technology;

•the	 damage to our reputation among clients,	 markets or third parties;

•the	 actions taken	 by third	 parties that	 preform	 aspects	 of	 our	 business	 operations	 and	 client services;

•the	extent	to	which	we	manage	certain	risks	created	in	connection	with	the	various	services,	including	fiduciary	and	investments	and	other	advisory	services and	business	process	outsourcing	services,	among	others,	that	we	currently	provide,	or	will	provide	in	the	future,	to	clients;

•our	 ability to	 grow,	 develop	 and integrate	 companies that it	 acquires	 or	 new lines	 of business;

•changes	 in commercial property and casualty	 markets, commercial premium rates or	 methods of compensation;

•changes	in	the	health	care	system	or	our	relationships	with	insurance	carriers; and

•our	ability to implement initiatives intended to	yield	cost	savings	and the	ability to	achieve those	cost savings.

Any	or	all	of	our	forward-looking	statements	may	turn	out	to	be	inaccurate,	and	there	are	no	guarantees	about	our	performance.	The	factors	identified	above	are not	exhaustive.	Aon	and	its	subsidiaries	operate	in	a	dynamic	business	environment	in	which	new	risks	may	emerge	frequently.	Accordingly,	readers	should	not	place undue	reliance	on	forward-looking	statements,	which	speak	only	as	of	the	dates	on	which	they	are	made.	We	are	under	no	obligation	(and	expressly	disclaim	any obligation)	to	update	or	alter	any	forward-looking	statement	that	we	may	make	from	time	to	time,	whether	as	a	result	of	new	information,	future	events	or	otherwise. Further	information	about	factors	that	could	materially	affect	Aon,	including	our	results	of	operations	and	financial	condition,	is	contained	in	the	"Risk	Factors"	section in	Part	I,	Item	1A	of	this	report.

# Website	Access	to	Reports	and	Other	Information

Our	Annual	Report	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q,	Current	Reports	on	Form	8-K	and	all	amendments	to	those	reports	are	made	available	free	of charge	through	our	website	(http://www.aon.com)	as	soon	as	practicable	after	such	material	is	electronically	filed	with	or	furnished	to	the	SEC.	Additionally,	the	SEC maintains	an	internet	site	that	contains	reports,	proxy	and	information	statements,	and	other	information.	The	address	of	the	SEC's	website	is	www.sec.gov.	Also	posted on	our	website	are	the	charters	for	our	Audit,	Compliance,	Organization	and	Compensation,	Governance/Nominating	and	Finance	Committees,	our	Governance Guidelines	and	our	Code	of	Business	Conduct.	Within	the	time	period	required	by	the	SEC	and	the	New	York	Stock	Exchange	("NYSE"),	we	will	post	on	our	website any	amendment	to	or	waiver	of	the	Code	of	Business	Conduct	applicable	to	any	executive	officer	or	director.	The	information	provided	on	our	website	is	not	part	of	this report	and	is	therefore	not	incorporated	herein	by	reference.

The	risk	factors	set	forth	below	reflect	material	risks	associated	with	existing	and	potential	lines	of	business	and	contain	"forward-looking	statements"	as discussed	in	the	"Business"	Section	of	Part	I,	Item	1	of	this	report.	Readers	should	consider	them	in	addition	to	the	other	information	contained	in	this	report	as	our business,	financial	condition	or	results	of	operations	could	be	adversely	affected	if	any	of	these	risks	were	to	actually	occur.

The	following	are	material	risks	related	to	our	businesses	specifically	and	the	industries	in	which	we	operate	generally	that	could	adversely	affect	our	business, financial	condition	and	results	of	operations	and	cause	our	actual	results	to	differ	materially	from	those	stated	in	the	forward-looking	statements	in	this	document	and elsewhere.	These	risks	are	not	presented	in	order	of	importance	or	probability	of	occurrence.

# Risks	Relating	to	the	Company	Generally

# Competitive	Risks

An	overall	decline	in	economic	activity	could	have	a	material	adverse	effect	on	the	financial	condition	and	results	of	operations	of	our	businesses.

The	demand	for	property	and	casualty	insurance	generally	rises	as	the	overall	level	of	economic	activity	increases	and	generally	falls	as	such	activity	decreases, affecting	both	the	commissions	and	fees	generated	by	our	Risk	Solutions	business.	The	economic	activity	that	impacts	property	and	casualty	insurance	is	most	closely correlated	with	employment	levels,	corporate	revenue	and	asset	values.	Downward	fluctuations	in	the	year-over-year	insurance	premium	charged	by	insurers	to	protect against	the	same	risk,	referred	to	in	the	industry	as	softening	of	the	insurance	market,	could	adversely	affect	our	Risk	Solutions	business	as	a	significant	portion	of	the earnings	are	determined	as	a	percentage	of	premium	charged	to	our	clients.	A	growing	number	of	insolvencies	and	consolidation	associated	with	an	economic	downturn, especially	insolvencies	in	the	insurance	industry,	could	adversely	affect	our	brokerage	business	through	the	loss	of	clients,	by	hampering	our	ability	to	place	insurance and	reinsurance	business.	Also,	error	and	omission	claims	against	us,	which	we	refer	to	as	E&O	claims,	generally	increase	in	economic	downturns,	also	adversely affecting	our	brokerage	business.

The	results	of	our	HR	Solutions	business	are	generally	affected	by	the	level	of	business	activity	of	our	clients,	which	in	turn	is	affected	by	the	level	of	economic activity	in	the	industries	and	markets	these	clients	serve.	Economic	downturns	in	some	markets	may	cause	reductions	in	technology	and	discretionary	spending	by	our clients,	which	may	result	in	reductions	in	the	growth	of	new	business	as	well	as	reductions	in	existing	business.	If	our	clients	become	financially	less	stable,	enter bankruptcy,	liquidate	their	operations	or	consolidate,	our	revenues	and/or	collectability	of	receivables	could	be	adversely	affected.	In	addition,	our	revenues	from	many of	our	outsourcing	contracts	depend	upon	the	number	of	our	clients'	employees	or	the	number	of	participants	in	our	clients'	employee	benefit	plans	and	could	be adversely	affected	by	layoffs.	We	may	also	experience	decreased	demand	for	our	services	as	a	result	of	postponed	or	terminated	outsourcing	of	human	resources functions.	Reduced	demand	for	our	services	could	increase	price	competition.

# We	face	significant	competitive	pressures	in	each	of	our	businesses.

We	believe	that	competition	in	our	Risk	Solutions	segment	is	based	on	service,	product	features,	price,	commission	structure,	financial	strength,	ability	to	access certain	insurance	markets	and	name	recognition.	In	this	regard,	we	compete	with	a	large	number	of	global,	national,	regional	and	local	insurance	companies	and	other financial	services	providers	and	brokers.

Our	HR	Solutions	segment	competes	with	a	large	number	of	independent	firms	and	consulting	organizations	affiliated	with	accounting,	information	systems, technology	and	financial	services	firms	around	the	world.	Many	of	our	competitors	in	this	area	are	expanding	the	services	they	offer	or	reducing	prices	in	an	attempt	to gain	additional	business.	Additionally,	some	competitors	have	established,	and	are	likely	to	continue	to	establish,	cooperative	relationships	among	themselves	or	with third	parties	to	increase	their	ability	to	address	client	needs.

Our	competitors	may	have	greater	financial,	technical	and	marketing	resources,	larger	customer	bases,	greater	name	recognition,	stronger	presence	in	certain geographies	and	more	established	relationships	with	their	customers	and	suppliers	than	we	have.	In	addition,	new	competitors,	alliances	among	competitors	or	mergers of	competitors	could	emerge	and	gain	significant	market	share,	and	some	of	our	competitors	may	have	or	may	develop	a	lower	cost	structure,	adopt	more	aggressive pricing	policies	or	provide	services	that	gain	greater	market	acceptance	than	the	services	that	we	offer	or	develop.	Large	and	well-capitalized	competitors	may	be	able	to respond	to	the	need	for	technological	changes	and	innovate	faster,	or	price	their	services	more	aggressively.	They	may	also	compete	for	skilled	professionals,	finance acquisitions,	fund	internal	growth	and	compete	for	market	share	more	effectively	than	we	do.	To	respond	to	increased	competition	and	pricing	pressure,	we	may	have	to lower	the	cost	of	our	services	or	decrease	the	level	of	service	provided	to	clients,	which	could	have	an	adverse	effect	on	our	financial	condition	or	results	of	operations.

# Financial	Risks

We	are	exposed	to	fluctuations	in	currency	exchange	rates	that	could	negatively	impact	our	financial	results	and	cash	flows.

We	face	exposure	to	adverse	movements	in	exchange	rates	of	currencies	other	than	our	reporting	currency,	the	U.S.	Dollar,	as	a	significant	portion	of	our	business is	located	outside	of	the	United	States.	These	exposures	may	change	over	time,	and	they	could	have	a	material	adverse	impact	on	our	financial	results	and	cash	flows. Our	five	largest	non-U.S.	Dollar	exposures	are	the	British	Pound,	Euro,	Australian	Dollar,	Canadian	Dollar	and	Indian	Rupee;	however,	we	also	have	exposures	to	other currencies	which	can	have	significant	currency	volatility.	These	currency	exchange	risks	are	present	in	both	the	translation	of	the	financial	results	of	our	global subsidiaries	into	U.S.	Dollars	for	our	consolidated	financial	statements,	as	well	as	those	of	our	operations	that	receive	revenue	and	incur	expenses	other	than	in	their respective	local	currencies	which	can	reduce	the	profitability	of	our	operations	based	on	the	direction	the	respective	currencies'	exchange	rates	move.	A	decrease	in	the value	of	certain	currencies	relative	to	other	currencies	could	place	us	at	a	competitive	disadvantage	compared	to	our	competitors	that	benefit	to	a	greater	degree	from	a specific	exchange	rate	move	and	can,	as	a	result,	deliver	services	at	a	lower	cost	or	receive	greater	revenues	from	such	a	transaction.	Although	we	use	various	derivative financial	instruments	to	help	protect	against	adverse	foreign	exchange	rate	fluctuations,	we	cannot	eliminate	such	risks,	and,	as	a	result,	changes	in	exchange	rates	may adversely	affect	our	results.	For	example,	the	strengthening	of	the	value	of	the	U.S.	dollar	versus	other	currencies	might	adversely	affect	the	value	of	our	products	and services	when	translated	to	U.S.	dollar,	even	if	the	value	of	such	products	and	services	has	not	changed	in	their	original	currency.

Changes	in	interest	rates	and	deterioration	of	credit	quality	could	reduce	the	value	of	our	cash	balances	and	investment	portfolios	and	adversely	affect	our financial	condition	or	results.

Operating	funds	available	for	corporate	use	were	$740	million	at	December	31,	2015	and	are	reported	in	Cash	and	cash	equivalents	and	Short-term	investments. Funds	held	on	behalf	of	clients	and	insurers	were	$3.4	billion	at	December	31,	2015	and	are	reported	in	Fiduciary	assets.	We	also	carry	an	investment	portfolio	of	other long-term	investments.	As	of	December	31,	2015,	these	long-term	investments	had	a	carrying	value	of	$135	million.	Adverse	changes	in	interest	rates	and	counterparty credit	quality,	including	default,	could	reduce	the	value	of	these	funds	and	investments,	thereby	adversely	affecting	our	financial	condition	or	results.	We	may	continue to	experience	reduced	investment	earnings	on	our	cash	and	short-term	investments	of	fiduciary	and	operating	funds	if	the	yields	on	investments	deemed	to	be	low	risk remain	at	or	near	their	current	low	levels,	or	if	negative	yields	on	deposits	or	investments,	as	we	have	experienced	in	Japan	and	certain	jurisdictions	in	the	European Union,	continue	or	arise	in	the	jurisdictions	in	which	we	operate.	On	the	other	hand,	higher	interest	rates	could	result	in	a	higher	discount	rate	used	by	investors	to	value our	future	cash	flows	thereby	resulting	in	a	lower	valuation	of	the	Company.	In	addition,	during	times	of	stress	in	the	banking	industry,	counterparty	risk	can	quickly escalate,	potentially	resulting	in	substantial	losses	for	us	as	a	result	of	our	cash	or	other	investments	with	such	counterparties,	as	well	as	substantial	losses	for	our	clients and	the	insurance	companies	with	which	we	work.

# Our	pension	obligations	could	adversely	affect	our	shareholders'	equity,	net	income,	cash	flow	and	liquidity.

To	the	extent	that	the	pension	obligations	associated	with	our	pension	plans	continue	to	exceed	the	fair	value	of	the	assets	supporting	those	obligations,	our financial	position	and	results	of	operations	may	be	adversely	affected.	In	particular,	lower	interest	rates	and	investment	returns	could	result	in	the	present	value	of	plan liabilities	increasing	at	a	greater	rate	than	the	value	of	plan	assets,	resulting	in	higher	unfunded	positions	in	our	major	pension	plans.	In	addition,	the	periodic	revision	of pension	assumptions	or	variances	of	actual	results	from	our	assumptions	can	materially	change	the	present	value	of	expected	future	benefits,	and	therefore	the	funded status	of	the	plans	and	resulting	net	periodic	pension	expense.	As	a	result,	we	may	experience	future	changes	in	the	funded	status	of	our	plans	that	could	require	us	to make	additional	cash	contributions	beyond	those	that	have	been	estimated	which	could	adversely	affect	shareholders'	equity,	net	income,	cash	flow	and	liquidity.

The	significance	of	our	worldwide	pension	plans	means	that	our	pension	contributions	and	expense	are	comparatively	sensitive	to	various	market	and demographic	factors.	These	factors	include	equity	and	bond	market	returns,	the	assumed	interest	rates	we	use	to	discount	our	pension	liabilities,	foreign	exchange	rates, rates	of	inflation,	mortality	assumptions,	potential	regulatory	and	legal	changes	and	counterparty	exposure	from	various	investments	and	derivative	contracts,	including annuities.	Variations	in	any	of	these	factors	could	cause	significant	changes	to	our	financial	position	and	results	of	operations	from	year	to	year.

We	currently	plan	to	contribute	approximately	$150	million	to	our	major	pension	plans	in	2016,	although	we	may	elect	to	contribute	more.	Total	cash contributions	to	these	pension	plans	in	2015	were	$194	million,	which	was	a	decrease	of	$122	million	compared	to	2014.

# We	have	debt	outstanding	that	could	adversely	affect	our	financial	flexibility.

As	of	December	31,	2015,	we	had	total	consolidated	debt	outstanding	of	approximately	$5.7	billion.	The	level	of	debt	outstanding	could	adversely	affect	our financial	flexibility	by	reducing	our	ability	to	use	cash	from	operations	for	other	purposes,	including	working	capital,	dividends	to	shareholders,	share	repurchases, acquisitions,	capital	expenditures	and	general	corporate	purposes.	We	also	are	subject	to	risks	that,	at	the	time	any	of	our	outstanding	debt	matures,	we	will	not	be	able	to retire	or	refinance	the	debt	on	terms	that	are	acceptable	to	us,	or	at	all.

As	of	December	31,	2015,	we	had	two	committed	credit	facilities	outstanding:	our	$400	million	U.S.	credit	facility	expiring	in	March	2017	(the	"2017	Facility") and	our	$900	million	multi-currency	U.S.	credit	facility	expiring	in	February	2020	(the	"2020	Facility").	Each	of	these	facilities	is	intended	to	support	our	commercial paper	obligations	and	our	general	working	capital	needs.	In	addition,	each	of	these	facilities	included	customary	representations,	warranties	and	covenants,	including financial	covenants	that	require	us	to	maintain	specified	ratios	of	adjusted	consolidated	EBITDA	to	consolidated	interest	expense	and	consolidated	debt	to	adjusted consolidated	EBITDA,	tested	quarterly.		During	2015,	we	had	no	borrowings	under,	and	were	in	compliance	with	these	financial	covenants	and	all	other	covenants contained	in,	the	2017	Facility	and	2020	Facility.

A	substantial	portion	of	our	outstanding	debt,	including	certain	intercompany	debt	obligations,	contains	financial	and	other	covenants.	The	terms	of	these covenants	may	limit	our	ability	to	obtain,	or	increase	the	costs	of	obtaining,	additional	financing	to	fund	working	capital,	capital	expenditures,	acquisitions	or	general corporate	requirements.	This	in	turn	may	have	the	impact	of	reducing	our	flexibility	to	respond	to	changing	business	and	economic	conditions,	thereby	placing	us	at	a relative	disadvantage	compared	to	competitors	that	have	less	indebtedness	(or	fewer	or	less	onerous	covenants	associated	with	such	indebtedness)	and	making	us	more vulnerable	to	general	adverse	economic	and	industry	conditions.

If	we	cannot	service	our	indebtedness,	we	may	have	to	take	actions	such	as	selling	assets,	seeking	additional	equity	or	reducing	or	delaying	capital	expenditures, strategic	acquisitions,	investments	and	alliances,	any	of	which	could	impede	the	implementation	of	our	business	strategy	or	prevent	us	from	entering	into	transactions that	would	otherwise	benefit	our	business.	Additionally,	we	may	not	be	able	to	effect	such	actions	or	refinance	any	of	our	debt,	if	necessary,	on	commercially	reasonable terms,	or	at	all.

A	decline	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	may	adversely	affect	our	borrowing	costs,	access	to	capital,	and	financial	flexibility.

A	downgrade	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	could	increase	our	borrowing	costs,	reduce	or	eliminate	our	access	to	capital,	reduce our	financial	flexibility,	and	limit	our	ability	to	implement	on	corporate	strategy.	Our	senior	debt	ratings	at	December	31,	2015	were	A-	with	a	stable	outlook (Standard	&	Poor's),	BBB+	with	a	stable	outlook	(Fitch,	Inc),	and	Baa2	with	a	stable	outlook	(Moody's	Investor	Services).	Our	commercial	paper	ratings	were	A-2 (S&P),	F-2	(Fitch)	and	P-2	(Moody's).	During	2014,	Moody's	Investor	Services	changed	their	outlook	from	positive	to	stable.

Real	or	anticipated	changes	in	our	credit	ratings,	will	generally	affect	any	trading	market	for,	or	trading	value	of,	our	securities.	Such	changes	could	result	from any	number	of	factors,	including	the	modification	by	a	credit	rating	agency	of	the	criteria	or	methodology	it	applies	to	particular	issuers,	as	a	result	of	a	change	in	the agency's	view	of	us,	its	industry	outlook,	or	as	a	consequence	of	actions	we	take	to	implement	our	corporate	strategies,	and	could	adversely	limit	our	access	to	capital and	our	competitive	position.

The	economic	and	political	conditions	of	the	countries	and	regions	in	which	we	operate	could	have	an	adverse	impact	on	our	business,	financial	condition, operating	results,	liquidity	and	prospects	for	growth.

Our	operations	in	countries	undergoing	political	change	or	experiencing	economic	instability	are	subject	to	uncertainty	and	risks	that	could	materially	adversely affect	our	business.	These	risks	include,	particularly	in	emerging	markets,	the	possibility	we	would	be	subject	to	undeveloped	or	evolving	legal	systems,	unstable governments	and	economies,	and	potential

governmental	actions	affecting	the	flow	of	goods,	services	and	currency.	Furthermore,	seemingly	nationally	or	regionally	localized	political	and	economic	changes	could have	a	wider,	negative	impact	on	our	businesses	that	expands	beyond	our	operations	in	the	immediately	affected	jurisdiction.	The	continued	concerns	regarding	the ability	of	certain	European	countries	to	service	their	outstanding	debt	have	given	rise	to	instability	in	the	global	credit	and	financial	markets.	This	instability	has	in	turn led	to	questions	regarding	the	future	viability	of	the	Euro	as	the	common	currency	for	the	area	as	various	scenarios	could	result	in	some	countries	choosing	to	return	to their	former	local	currencies	in	an	effort	to	regain	control	over	their	domestic	economies	and	monetary	policies.	This	uncertainty	has	had	a	dampening	effect	on	growth potential	in	Europe,	and	if	it	deteriorates,	may	have	a	material	negative	impact	on	our	European	business	as	well	as	that	of	our	clients.	Further,	any	development	that	has the	effect	of	devaluing	or	replacing	the	Euro	could	meaningfully	reduce	the	value	of	our	assets	or	profitability	denominated	in	that	currency,	potentially	result	in	charges to	our	statement	of	operations	and	reduce	the	usefulness	of	liquidity	alternatives	denominated	in	that	currency	such	as	our	multicurrency	U.S.	credit	facility.	We	also deposit	some	of	our	cash,	including	cash	held	in	a	fiduciary	capacity,	with	certain	European	financial	institutions.	While	we	continuously	monitor	and	manage	exposures associated	with	those	deposits,	to	the	extent	the	uncertainty	surrounding	economic	stability	in	Europe	and	the	future	viability	of	the	Euro	suddenly	and	adversely	impacts those	financial	institutions,	some	or	all	of	those	cash	deposits	could	be	at	risk.

The	benefits	of	our	Redomestication	may	not	be	realized	or	may	be	offset	in	whole	or	in	part	by	factors	that	we	do	not	control.

There	can	be	no	assurance	that	all	of	the	goals	of	our	Redomestication	will	be	achievable,	particularly	as	the	achievement	of	the	benefits	are,	in	many	important respects,	subject	to	factors	that	we	do	not	control.	These	factors	would	include	such	things	as	the	reactions	of	third	parties	with	whom	we	enter	into	contracts	and	do business	and	the	reactions	of	investors,	analysts,	and	U.K.	and	U.S.	taxing	and	other	authorities.

Our	effective	tax	rates	and	the	benefits	from	our	Redomestication	are	also	subject	to	a	variety	of	other	factors,	many	of	which	are	beyond	our	ability	to	control, such	as	changes	in	the	rate	of	economic	growth	in	the	U.K.	and	the	U.S.	and	other	countries,	the	financial	performance	of	our	business	in	various	jurisdictions,	currency exchange	rate	fluctuations	(especially	as	between	the	British	pound	and	the	U.S.	dollar),	and	significant	changes	in	trade,	monetary	or	fiscal	policies	of	the	U.K.	or	the U.S.,	including	changes	in	interest	rates.	The	impact	of	these	factors,	individually	and	in	the	aggregate,	is	difficult	to	predict,	in	part	because	the	occurrence	of	the	events or	circumstances	described	in	such	factors	may	be	(and,	in	fact,	often	seem	to	be)	interrelated,	and	the	impact	to	us	of	the	occurrence	of	any	one	of	these	events	or circumstances	could	be	compounded	or,	alternatively,	reduced,	offset,	or	more	than	offset,	by	the	occurrence	of	one	or	more	of	the	other	events	or	circumstances described	in	such	factors.

On	September	4,	2013,	we	received	from	the	Internal	Revenue	Service	("IRS")	an	executed	Closing	Agreement	pursuant	to	which	the	Company	and	the	IRS agreed	that	the	merger	(pursuant	to	which	the	Redomestication	occurred)	did	not	cause	Aon	plc	to	be	treated	as	a	U.S.	domestic	corporation	for	federal	tax	purposes. This	agreement	substantially	reduced	the	risk	that	actions	taken	to	date	might	cause	Aon	plc	to	be	treated	as	a	U.S.	domestic	corporation	for	federal	tax	purposes	under the	current	tax	statute	and	regulations.	However,	the	United	States	Congress,	the	IRS,	the	United	Kingdom	Parliament	or	U.K.	tax	authorities	may	enact	new	statutory	or regulatory	provisions	that	could	adversely	affect	our	status	as	a	non-U.S.	corporation,	or	otherwise	adversely	affect	our	anticipated	global	tax	position.	Retroactive statutory	or	regulatory	actions	have	occurred	in	the	past,	and	there	can	be	no	assurance	that	any	such	provisions,	if	enacted	or	promulgated,	would	not	have	retroactive application	to	us,	the	Redomestication	or	any	subsequent	actions.	Our	net	income	and	cash	flow	would	be	reduced	if	we	were	to	be	subject	to	U.S.	corporate	income	tax as	a	domestic	corporation.	In	addition,	any	future	amendments	to	the	current	income	tax	treaties	between	the	United	Kingdom	and	other	jurisdictions	(including	the United	States),	or	any	new	statutory	or	regulatory	provisions	that	might	limit	our	ability	to	take	advantage	of	any	such	treaties,	could	subject	us	to	increased	taxation.

Our	global	effective	tax	rate	is	subject	to	a	variety	of	different	factors,	which	could	create	volatility	in	that	rate,	expose	us	to	greater	than	anticipated	tax	liabilities and	cause	us	to	adjust	previously	recognized	tax	assets	and	liabilities.

We	are	subject	to	income	taxes	in	the	U.K.,	U.S.	and	many	other	jurisdictions.	As	a	result,	our	global	effective	tax	rate	from	period	to	period	can	be	affected	by many	factors,	including	changes	in	tax	legislation,	our	global	mix	of	earnings,	the	tax	characteristics	of	our	income,	the	transfer	pricing	of	revenues	and	costs, acquisitions	and	dispositions	and	the	portion	of	the	income	of	non-U.S.	subsidiaries	that	we	expect	to	remit	to	the	U.S.	Significant	judgment	is	required	in	determining our	worldwide	provision	for	income	taxes,	and	our	determination	of	our	tax	liability	is	always	subject	to	review	by	applicable	tax	authorities.

We	believe	that	our	Redomestication	and	related	transactions	should	support	our	ability	to	maintain	a	competitive	global	tax	rate	because	the	U.K.	has implemented	a	dividend	exemption	system	that	generally	does	not	subject	non-U.K.	earnings	to	U.K.	tax	when	such	earnings	are	repatriated	to	the	U.K.	in	the	form	of dividends	from	non-U.K.	subsidiaries.	This	should	allow	us	to	optimize	our	capital	allocation	and	deploy	efficient	fiscal	structures.	However,	we	cannot	provide	any assurances	as	to

what	our	tax	rate	will	be	in	any	period	because	of,	among	other	things,	uncertainty	regarding	the	nature	and	extent	of	our	business	activities	in	any	particular	jurisdiction in	the	future	and	the	tax	laws	of	such	jurisdictions,	as	well	as	changes	in	U.S.	and	other	tax	laws,	treaties	and	regulations.	Our	actual	global	tax	rate	may	vary	from	our expectation	and	that	variance	may	be	material.	Additionally,	the	tax	laws	of	the	U.K.	and	other	jurisdictions	could	change	in	the	future,	and	such	changes	could	cause	a material	change	in	our	tax	rate.

We	also	could	be	subject	to	future	audits	conducted	by	foreign	and	domestic	tax	authorities,	and	the	resolution	of	such	audits	could	impact	our	tax	rate	in	future periods,	as	would	any	reclassification	or	other	matter	(such	as	changes	in	applicable	accounting	rules)	that	increases	the	amounts	we	have	provided	for	income	taxes	in our	consolidated	financial	statements.	There	can	be	no	assurance	that	we	would	be	successful	in	attempting	to	mitigate	the	adverse	impacts	resulting	from	any	changes in	law,	audits	and	other	matters.	Our	inability	to	mitigate	the	negative	consequences	of	any	changes	in	the	law,	audits	and	other	matters	could	cause	our	global	tax	rate	to increase,	our	use	of	cash	to	increase	and	our	financial	condition	and	results	of	operations	to	suffer.

# Changes	in	our	accounting	estimates	and	assumptions	could	negatively	affect	our	financial	position	and	results	of	operations.

We	prepare	our	consolidated	financial	statements	in	accordance	with	U.S.	GAAP.	These	accounting	principles	require	us	to	make	estimates	and	assumptions	that affect	the	reported	amounts	of	assets	and	liabilities,	and	the	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	our	financial	statements.	We	are	also	required	to make	certain	judgments	that	affect	the	reported	amounts	of	revenues	and	expenses	during	each	reporting	period.	We	periodically	evaluate	our	estimates	and	assumptions including,	but	not	limited	to,	those	relating	to	restructuring,	pensions,	recoverability	of	assets	including	customer	receivables,	contingencies,	share-based	payments, income	taxes	and	estimates	and	assumptions	used	for	our	long	term	outsourcing	contracts.	We	base	our	estimates	on	historical	experience	and	various	assumptions	that we	believe	to	be	reasonable	based	on	specific	circumstances.	These	assumptions	and	estimates	involve	the	exercise	of	judgment	and	discretion,	which	may	evolve	over time	in	light	of	operational	experience,	regulatory	direction,	developments	in	accounting	principles	and	other	factors.	Actual	results	could	differ	from	these	estimates,	or changes	in	assumptions,	estimates	or	policies	or	the	developments	in	the	business	or	the	application	of	accounting	principles	related	to	long-term	contracts	may	change our	initial	estimates	of	future	contract	results,	which	could	materially	affect	the	Consolidated	Statements	of	Income,	Comprehensive	Income,	Financial	Position, Shareholders'	Equity	and	Cash	Flows.

We	may	be	required	to	record	goodwill	or	other	long-lived	asset	impairment	charges,	which	could	result	in	a	significant	charge	to	earnings.

Under	generally	accepted	accounting	principles,	we	review	our	long-lived	assets	for	impairment	when	events	or	changes	in	circumstances	indicate	the	carrying value	may	not	be	recoverable.	Goodwill	is	assessed	for	impairment	at	least	annually.	Factors	that	may	be	considered	in	assessing	whether	goodwill	or	intangible	assets may	not	be	recoverable	include	a	decline	in	our	share	price	or	market	capitalization,	reduced	estimates	of	future	cash	flows	and	slower	growth	rates	in	our	industry.	We may	experience	unforeseen	circumstances	that	adversely	affect	the	value	of	our	goodwill	or	intangible	assets	and	trigger	an	evaluation	of	the	recoverability	of	the recorded	goodwill	and	intangible	assets.	Future	goodwill	or	other	long-lived	asset	impairment	charges	could	materially	impact	our	consolidated	financial	statements.

We	are	a	holding	company	and,	therefore,	may	not	be	able	to	receive	dividends	or	other	payments	in	needed	amounts	from	our	subsidiaries.

Our	principal	assets	are	the	shares	of	capital	stock	and	indebtedness	of	our	subsidiaries.	We	rely	on	dividends,	interest	and	other	payments	from	these	subsidiaries to	meet	our	obligations	for	paying	principal	and	interest	on	outstanding	debt	obligation,	paying	dividends	to	shareholders,	repurchasing	ordinary	shares	and	corporate expenses.	Certain	of	our	subsidiaries	are	subject	to	regulatory	requirements	of	the	jurisdictions	in	which	they	operate	or	other	restrictions	that	may	limit	the	amounts	that these	subsidiaries	can	pay	in	dividends	or	other	payments	to	us.	No	assurance	can	be	given	that	there	will	not	be	further	changes	in	law,	regulatory	actions	or	other circumstances	that	could	restrict	the	ability	of	our	subsidiaries	to	pay	dividends.	In	addition,	due	to	differences	in	tax	rates,	repatriation	of	funds	from	certain	countries into	the	U.K.	through	the	U.S.	could	have	unfavorable	tax	ramifications	for	us.	Furthermore,	no	assurance	can	be	given	that	our	subsidiaries	may	be	able	to	make	timely payments	to	us	in	order	for	us	to	meet	our	obligations.

# Legal	and	Regulatory	Risks

We	are	subject	to	E&O	claims	against	us	as	well	as	other	contingencies	and	legal	proceedings,	some	of	which,	if	determined	unfavorably	to	us,	could	have	a material	adverse	effect	on	the	financial	condition	or	results	of	operations	of	a	business	line	or	the	Company	as	a	whole.

We	assist	our	clients	with	various	matters,	including	placing	of	insurance	and	reinsurance	coverage	and	handling	related	claims,	consulting	on	various	human resources	matters,	providing	actuarial	services,	investment	consulting	and	asset	management	services,	and	outsourcing	various	human	resources	functions.	E&O	claims against	us	may	allege	our	potential	liability	for	damages	arising	from	these	services.	E&O	claims	could	include,	for	example,	the	failure	of	our	employees	or	sub-agents, whether	negligently	or	intentionally,	to	place	coverage	correctly	or	notify	carriers	of	claims	on	behalf	of	clients	or	to	provide	insurance	carriers	with	complete	and accurate	information	relating	to	the	risks	being	insured,	the	failure	to	give	error-free	advice	in	our	consulting	business	or	the	failure	to	correctly	execute	transactions	in the	human	resources	outsourcing	and	benefits	administration	businesses.	It	is	not	always	possible	to	prevent	and	detect	errors	and	omissions,	and	the	precautions	we	take may	not	be	effective	in	all	cases.	In	addition,	we	are	subject	to	other	types	of	claims,	litigation	and	proceedings	in	the	ordinary	course	of	business,	which	along	with E&O	claims,	may	seek	damages,	including	punitive	damages,	in	amounts	that	could,	if	awarded,	have	a	material	adverse	impact	on	the	Company's	financial	position, earnings,	and	cash	flows.	In	addition	to	potential	liability	for	monetary	damages,	such	claims	or	outcomes	could	harm	our	reputation	or	divert	management	resources away	from	operating	our	business.

We	have	historically	purchased,	and	intend	to	continue	to	purchase,	insurance	to	cover	E&O	claims	and	other	insurance	to	provide	protection	against	certain	losses that	arise	in	such	matters.	However,	we	have	exhausted	or	materially	depleted	our	coverage	under	some	of	the	policies	that	protect	us	for	certain	years	and, consequently,	are	self-insured	or	materially	self-insured	for	some	historical	claims.	Accruals	for	these	exposures,	and	related	insurance	receivables,	when	applicable, have	been	provided	to	the	extent	that	losses	are	deemed	probable	and	are	reasonably	estimable.	These	accruals	and	receivables	are	adjusted	from	time	to	time	as developments	warrant,	and	may	also	be	adversely	affected	by	disputes	we	may	have	with	our	insurers	over	coverage.	Amounts	related	to	settlement	provisions	are recorded	in	Other	general	expenses	in	the	Consolidated	Statements	of	Income.	Discussion	of	some	of	these	claims,	lawsuits,	and	proceedings	are	contained	in	the	notes	to the	consolidated	financial	statements.

In	addition,	we	provide	a	variety	of	guarantees	and	indemnifications	to	our	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.	Any	anticipated	payment	amounts	under	guarantees	and	indemnifications	that	are	deemed	to	be probable	and	reasonably	estimable	are	included	in	our	consolidated	financial	statements.	These	amounts	may	not	represent	actual	future	payments,	if	any,	for	these guarantees	and	indemnifications.

The	ultimate	outcome	of	these	claims,	lawsuits,	proceedings,	guarantees	and	indemnifications	cannot	be	ascertained,	and	liabilities	in	indeterminate	amounts	may be	imposed	on	us.	It	is	possible	that	future	Statements	of	Financial	Position,	results	of	operations	or	cash	flows	for	any	particular	quarterly	or	annual	period	could	be materially	affected	by	an	unfavorable	resolution	of	these	matters.

Our	businesses	are	subject	to	extensive	governmental	regulation,	which	could	reduce	our	profitability,	limit	our	growth,	or	increase	competition.

Our	businesses	are	subject	to	extensive	legal	and	regulatory	oversight	throughout	the	world,	including	the	U.K.	Companies	Act	and	the	rules	and	regulations promulgated	by	the	FCA,	the	U.S.	securities	laws,	including	the	Sarbanes-Oxley	Act	of	2002	and	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection	Act,	and the	rules	and	regulations	promulgated	by	the	SEC,	and	a	variety	of	other	laws,	rules	and	regulations	addressing,	among	other	things,	licensing,	data	privacy	and protection,	wage-and-hour	standards,	employment	and	labor	relations,	anti-competition,	anti-corruption,	currency,	reserves,	government	contracting	and	the	amount	of local	investment	with	respect	to	our	operations	in	certain	countries.	This	legal	and	regulatory	oversight	could	reduce	our	profitability	or	limit	our	growth	by	increasing the	costs	of	legal	and	regulatory	compliance;	by	limiting	or	restricting	the	products	or	services	we	sell,	the	markets	we	enter,	the	methods	by	which	we	sell	our	products and	services,	or	the	prices	we	can	charge	for	our	services,	and	the	form	of	compensation	we	can	accept	from	our	clients,	carriers	and	third	parties;	or	by	subjecting	our businesses	to	the	possibility	of	legal	and	regulatory	actions	or	proceedings.

The	global	nature	of	our	operations	increases	the	complexity	and	cost	of	compliance	with	laws	and	regulations,	including	training	and	employee	expenses,	adding to	our	cost	of	doing	business.	In	addition,	many	of	these	laws	and	regulations	may	have	differing	or	conflicting	legal	standards	across	jurisdictions,	increasing	further the	complexity	and	cost	of	compliance.	In	emerging	markets	and	other	jurisdictions	with	less	developed	legal	systems,	local	laws	and	regulations	may	not	be	established

with	sufficiently	clear	and	reliable	guidance	to	provide	us	adequate	assurance	that	we	are	operating	our	business	in	a	compliant	manner	with	all	required	licenses	or	that our	rights	are	otherwise	protected.	In	addition,	certain	laws	and	regulations,	such	as	the	Foreign	Corrupt	Practices	Act	("FCPA")	and	the	Foreign	Account	Tax Compliance	provisions	of	the	Hiring	Incentives	to	Restore	Employment	Act	("FATCA")	in	the	U.S.	and	the	Bribery	Act	of	2010	("U.K.	Bribery	Act")	in	the	U.K., impact	our	operations	outside	of	the	legislating	country	by	imposing	requirements	for	the	conduct	of	overseas	operations,	and	in	a	number	of	cases,	requiring	compliance by	foreign	subsidiaries.

For	example,	FATCA	has	resulted	in,	and	will	likely	continue	to	result	in,	increased	compliance	costs.	FATCA	requires	certain	of	our	subsidiaries,	affiliates	and other	entities	to	obtain	valid	FATCA	documentation	from	payees	prior	to	remitting	certain	payments	to	such	payees.	In	the	event	we	do	not	obtain	valid	FATCA documents,	we	may	be	obliged	to	withhold	a	portion	of	such	payments.	This	obligation	is	shared	with	our	customers	and	clients	who	may	fail	to	comply,	in	whole	or	in part.	In	such	circumstances,	we	may	incur	FATCA	compliance	costs	including	withholding	taxes,	interest	and	penalties.	In	addition,	regulatory	initiatives	and	changes	in the	regulations	and	guidance	promulgated	under	FATCA	may	increase	our	costs	of	operations,	and	could	adversely	affect	the	market	for	our	services	as	intermediaries, which	could	adversely	affect	our	operations,	results	of	operations	and	financial	condition.

In	addition	to	the	complexity	of	the	laws	and	regulations	themselves,	the	development	of	new	laws	and	regulations,	changes	in	application	or	interpretation	of	laws and	regulations	and	our	continued	operational	changes	and	development	into	new	jurisdictions	and	new	service	offerings	also	increases	our	legal	and	regulatory compliance	complexity	as	well	as	the	type	of	governmental	oversight	to	which	we	may	be	subject.	These	changes	in	laws	and	regulations	could	mandate	significant	and costly	changes	to	the	way	we	implement	our	services	and	solutions	or	could	impose	additional	licensure	requirements	or	costs	to	our	operations	and	services. Furthermore,	as	we	enter	new	jurisdictions	or	lines	of	businesses	and	other	developments	in	our	services,	we	may	become	subject	to	additional	types	of	laws	and	policies and	governmental	oversight	and	supervision	such	as	those	applicable	to	the	financial	lending	or	other	service	institutions.

In	all	jurisdictions,	the	applicable	laws	and	regulations	are	subject	to	amendment	or	interpretation	by	regulatory	authorities.	Generally,	such	authorities	are	vested with	relatively	broad	discretion	to	grant,	renew	and	revoke	licenses	and	approvals	and	to	implement	regulations.	Accordingly,	we	may	have	a	license	revoked,	be	unable to	obtain	new	licenses	and	be	precluded	or	temporarily	suspended	from	carrying	on	or	developing	some	or	all	of	our	activities	or	otherwise	fined	or	penalized	in	a	given jurisdiction.	No	assurances	can	be	given	that	our	business	can	further	develop	or	continue	to	be	conducted	in	any	given	jurisdiction	as	it	has	been	conducted	in	the	past.

In	addition,	new	regulatory	or	industry	developments	could	create	an	increase	in	competition	that	could	adversely	affect	us.	These	developments	include:

•the	selling	of	insurance	by	insurance	companies	directly	to	insureds;

•changes	in	our	business	compensation	model	as	a	result	of	regulatory	actions	or

changes;

•the	establishment	of	programs	in	which	state-sponsored	entities	provide	property	insurance	in	catastrophe	prone	areas	or	other	alternative	types	of coverage;

•changes	in	regulations	relating	to	health	and	welfare	plans,	defined	contribution	and	defined	benefit	plans,	and	investment	consulting	and	asset	management;

•additional	regulations	promulgated	by	the	FCA	in	the	U.K.,	or	other	regulatory	bodies	in	jurisdictions	in	which	we	operate;

•additional	requirements	respecting	data	privacy	and	data	usage	in	jurisdictions	in	which	we	operate	that	may	increase	our	costs	of	compliance	and	potentially reduce	the	manner	in	which	data	can	be	used	by	us	to	develop	or	further	our	product	offerings.

Changes	in	the	regulatory	scheme,	or	even	changes	in	how	existing	regulations	are	interpreted,	could	have	an	adverse	impact	on	our	results	of	operations	by	limiting revenue	streams	or	increasing	costs	of	compliance.	Likewise,	increased	government	involvement	in	the	insurance	or	reinsurance	markets	could	curtail	or	replace	our opportunities	and	negatively	affect	our	results	of	operations	and	financial	condition.

With	respect	to	our	Risk	Solutions	segment,	our	business'	regulatory	oversight	generally	also	includes	the	licensing	of	insurance	brokers	and	agents,	managing general	agency	or	managing	general	underwriting	operations	and	third	party	administrators	and	the	regulation	of	the	handling	and	investment	of	client	funds	held	in	a fiduciary	capacity.	Our	continuing	ability	to	provide	insurance	broking	and	third	party	administration	in	the	jurisdictions	in	which	we	currently	operate	depends	on	our compliance	with	the	rules	and	regulations	promulgated	from	time	to	time	by	the	regulatory	authorities	in	each	of	these	jurisdictions.	Also,	we	can	be	affected	indirectly by	the	governmental	regulation	and	supervision	of	insurance	companies.	For	instance,	if	we	are	providing	or	managing	general	underwriting	services	for	an	insurer,	we may	have	to	contend	with

regulations	affecting	our	client.	Further,	regulation	affecting	the	insurance	companies	with	whom	our	brokers	place	business	can	affect	how	we	conduct	those operations.

Services	provided	in	our	HR	Solutions	segment	are	also	the	subject	of	ever-evolving	government	regulation,	either	because	the	services	provided	to	or	businesses conducted	by	our	clients	are	regulated	directly	or	because	third	parties	upon	whom	we	rely	to	provide	services	to	clients	are	regulated,	thereby	indirectly	impacting	the manner	in	which	we	provide	services	to	those	clients.	In	particular,	our	health	care	exchange	business	depends	upon	the	private	sector	of	the	United	States	insurance system,	its	role	in	financing	health	care	delivery,	and	insurance	carriers'	use	of,	and	payment	of	commissions	to,	agents,	brokers	and	other	organizations	to	market	and sell	individual	and	family	health	insurance	products	and	plans.	Uncertainty	regarding,	or	any	changes	to,	state	or	federal	law,	or	the	interpretation	of	such	law	by applicable	regulatory	agencies,	including	the	effects	of	health	care	reform	by	the	U.S.	government,	could	delay	client	adoption	of	our	healthcare	exchanges,	impair	our ability	to	retain	clients	who	have	adopted	our	healthcare	exchanges	or	cause	insurance	carriers	to	alter	or	eliminate	the	products	and	plans	that	they	offer	or	attempt	to move	members	into	new	products	or	plans	for	which	we	receive	lower	commissions.	In	addition,	more	generally	within	our	HR	Solutions	segment,	changes	in	laws, government	regulations	or	the	way	those	regulations	are	interpreted	in	the	jurisdictions	in	which	we	operate	could	affect	the	viability,	value,	use	or	delivery	of	benefits and	human	resources	programs,	including	changes	in	regulations	relating	to	health	and	welfare	(such	as	medical)	plans,	defined	contribution	(such	as	401(k))	plans, defined	benefit	(such	as	pension)	plans	or	payroll	delivery,	may	adversely	affect	the	demand	for,	or	profitability	of,	our	services.

If	we	violate	the	laws	and	regulation	to	which	we	are	subject,	we	could	be	subject	to	fines,	penalties	or	criminal	sanctions	and	could	be	prohibited	from	conducting business	in	one	or	more	countries.	There	can	be	no	assurance	that	our	employees,	contractors	or	agents	will	not	violate	these	laws	and	regulations,	causing	an	adverse effect	on	our	operations	and	financial	condition.

In	addition,	our	businesses	and	operations	are	subject	to	heightened	regulatory	oversight	and	scrutiny,	which	may	lead	to	additional	regulatory	investigations	or enforcement	actions.	As	regulators	and	other	government	agencies	continue	to	examine	the	operations	of	the	Company	and	its	subsidiaries,	there	is	no	assurance	that consent	orders	or	other	enforcement	actions	will	not	be	issued	by	them	in	the	future.	These	and	other	initiatives	from	national,	state	and	local	officials	may	subject	the Company	to	judgments,	settlements,	fines	or	penalties,	or	cause	the	Company	to	be	required	to	restructure	its	operations	and	activities,	all	of	which	could	lead	to reputational	issues,	or	higher	operational	costs,	thereby	adversely	affecting	our	business,	financial	condition	or	operating	results.

Failure	to	protect	our	intellectual	property	rights,	or	allegations	that	we	have	infringed	on	the	intellectual	property	rights	of	others,	could	harm	our	reputation, ability	to	compete	effectively	and	financial	condition.

To	protect	our	intellectual	property	rights,	we	rely	on	a	combination	of	trademark	laws,	copyright	laws,	patent	laws,	trade	secret	protection,	confidentiality agreements	and	other	contractual	arrangements	with	our	affiliates,	employees,	clients,	strategic	partners	and	others.	However,	the	protective	steps	that	we	take	may	be inadequate	to	deter	misappropriation	of	our	proprietary	information.	In	addition,	we	may	be	unable	to	detect	the	unauthorized	use	of,	or	take	appropriate	steps	to	enforce, our	intellectual	property	rights.	Further,	effective	trademark,	copyright,	patent	and	trade	secret	protection	may	not	be	available	in	every	country	in	which	we	offer	our services	or	competitors	may	develop	products	similar	to	our	products	that	do	not	conflict	with	our	related	intellectual	property	rights.	Failure	to	protect	our	intellectual property	adequately	could	harm	our	reputation	and	affect	our	ability	to	compete	effectively.

In	addition,	to	protect	or	enforce	our	intellectual	property	rights,	we	may	initiate	litigation	against	third	parties,	such	as	infringement	suits	or	interference proceedings.		Third	parties	may	assert	intellectual	property	rights	claims	against	us,	which	may	be	costly	to	defend,	could	require	the	payment	of	damages	and	could limit	our	ability	to	use	or	offer	certain	technologies,	products	or	other	intellectual	property.	Any	intellectual	property	claims,	with	or	without	merit,	could	be	expensive, take	significant	time	and	divert	management's	attention	from	other	business	concerns.	Successful	challenges	against	us	could	require	us	to	modify	or	discontinue	our	use of	technology	or	business	processes	where	such	use	is	found	to	infringe	or	violate	the	rights	of	others,	or	require	us	to	purchase	licenses	from	third	parties,	any	of	which could	adversely	affect	our	business,	financial	condition	and	operating	results.

As	a	result	of	increased	shareholder	approval	requirements,	we	have	less	flexibility	as	an	English	public	limited	company	with	respect	to	certain	aspects	of	capital management.

English	law	imposes	some	restrictions	on	certain	corporate	actions	by	which	previously,	as	a	Delaware	corporation,	we	were	not	constrained.	For	example,	English law	provides	that	a	board	of	directors	may	only	allot,	or	issue,	securities	with	the	prior	authorization	of	shareholders,	such	authorization	being	up	to	the	aggregate nominal	amount	of	shares	and	for	a	maximum	period	of	five	years,	each	as	specified	in	the	articles	of	association	or	relevant	shareholder	resolution.	The	current authorization	is	effective	until	the	earlier	of	our	next	annual	general	meeting	or	August	31,	2016.	This	authorization	will	need	to	be	renewed	by	our	shareholders periodically	and	we	intend	to	renew	this	authorization	at	each	annual	general	meeting.

English	law	also	generally	provides	shareholders	with	preemptive	rights	when	new	shares	are	issued	for	cash;	however,	it	is	possible	for	the	articles	of	association, or	shareholders	in	general	meeting,	to	exclude	preemptive	rights.	Such	an	exclusion	of	preemptive	rights	may	be	for	a	maximum	period	of	up	to	five	years	as	specified	in the	articles	of	association	or	relevant	shareholder	resolution.	The	current	exclusion	is	effective	until	the	earlier	of	our	next	annual	general	meeting	or	August	31,	2016. This	exclusion	would	need	to	be	renewed	by	our	shareholders	periodically	and	we	intend	to	renew	this	exclusion	at	each	annual	general	meeting.

English	law	also	generally	prohibits	a	company	from	repurchasing	its	own	shares	by	way	of	"off	market	purchases"	without	the	prior	approval	of	our shareholders.	Such	approval	lasts	for	a	maximum	period	of	up	to	five	years.	Our	shares	are	traded	on	the	NYSE,	which	is	not	a	recognized	investment	exchange	in	the U.K.	Consequently,	any	repurchase	of	our	shares	is	currently	considered	an	"off	market	purchase."	The	current	authorization	expires	on	June	17,	2020.	Renewal	of	this authorization	will	be	sought	periodically.

# The	enforcement	of	civil	liabilities	against	us	may	be	more	difficult.

Because	we	are	a	public	limited	company	incorporated	under	English	law,	investors	could	experience	more	difficulty	enforcing	judgments	obtained	against	us	in U.S.	courts	than	would	have	been	the	case	for	U.S.	judgments	obtained	against	Aon	Corporation.	In	addition,	it	may	be	more	difficult	(or	impossible)	to	bring	some types	of	claims	against	us	in	courts	in	England	than	it	would	be	to	bring	similar	claims	against	a	U.S.	company	in	a	U.S.	court.

We	are	a	public	limited	company	incorporated	under	the	laws	of	England	and	Wales.	Therefore,	it	may	not	be	possible	to	effect	service	of	process	upon	us	within the	United	States	in	order	to	enforce	judgments	of	U.S.	courts	against	us	based	on	the	civil	liability	provisions	of	the	U.S.	federal	securities	laws.

There	is	doubt	as	to	the	enforceability	in	England	and	Wales,	in	original	actions	or	in	actions	for	enforcement	of	judgments	of	U.S.	courts,	of	civil	liabilities	solely based	on	the	U.S.	federal	securities	laws.	The	English	courts	will,	however,	treat	any	amount	payable	by	us	under	the	U.S.	judgment	as	a	debt	and	new	proceedings	can be	commenced	in	the	English	courts	to	enforce	this	debt	against	us.	The	following	criteria	must	be	satisfied	in	order	for	the	English	court	to	enforce	the	debt	created	by the	U.S.	judgment:

•the	U.S.	judgment	must	be	for	a	debt	or	definite	sum	of

money;

•the	U.S.	judgment	must	be	final	and

conclusive;

•the	U.S.	court	must,	in	the	circumstances	of	the	case,	have	had	jurisdiction	according	to	the	English	rules	of	private	international

•the	U.S.	judgment	must	not	have	been	obtained	by

fraud;

•the	enforcement	of	the	U.S.	judgment	must	not	be	contrary	to	U.K.	public	policy;

•the	proceedings	in	which	the	U.S.	judgment	was	obtained	must	not	have	been	conducted	contrary	to	the	rules	of	natural

justice.

# Operational	and	Commercial	Risks

Our	success	depends	on	our	ability	to	retain	and	attract	experienced	and	qualified	personnel,	including	our	senior	management	team	and	other	professional personnel.

We	depend,	in	material	part,	upon	the	members	of	our	senior	management	team	who	possess	extensive	knowledge	and	a	deep	understanding	of	our	business	and our	strategy.	The	unexpected	loss	of	services	of	any	of	our	senior	management	team	could	have	a	disruptive	effect	adversely	impacting	our	ability	to	manage	our business	effectively	and	execute	our	business	strategy.	Competition	for	experienced	professional	personnel	is	intense,	and	we	are	constantly	working	to	retain	and	attract these	professionals.	If	we	cannot	successfully	do	so,	our	business,	operating	results	and	financial	condition	could	be	adversely	affected.	We	must	develop	our	personnel to	provide	succession	plans	capable	of	maintaining	continuity	in	the	midst	of	the	inevitable	unpredictability	of	personnel	retention.	While	we	have	plans	for	key management	succession	and	long-term	compensation	plans	designed	to	retain	our	senior	employees,	if	our	succession	plans	do	not	operate	effectively,	our	business could	be	adversely	affected.

Our	global	operations	expose	us	to	various	international	risks	that	could	adversely	affect	our	business.

Our	operations	are	conducted	globally.	Accordingly,	we	are	subject	to	legal,	economic	and	market	risks	associated	with	operating	in,	and	sourcing	from,	foreign countries,	including:

•difficulties	in	staffing	and	managing	our	foreign	offices,	including	due	to	unexpected	wage	inflation	or	job	turnover,	and	the	increased	travel,	infrastructure	and legal	and	compliance	costs	associated	with	multiple	international	locations;

•hyperinflation	in	certain	foreign

countries;

•imposition	or	increase	of	investment	and	other	restrictions	by	foreign	governments;

# •longer	payment	cycles;

•greater	difficulties	in	accounts	receivable

collection;

•insufficient	demand	for	our	services	in	foreign jurisdictions;

•our	ability	to	execute	effective	and	efficient	cross-border	sourcing	of	services	on	behalf	of	our

clients;

•restrictions	on	the	import	and	export	of	technologies;

•trade	barriers.

The	occurrence	of	natural	or	man-made	disasters	could	result	in	declines	in	business	and	increases	in	claims	that	could	adversely	affect	our	financial	condition and	results	of	operations.

We	are	exposed	to	various	risks	arising	out	of	natural	disasters,	including	earthquakes,	hurricanes,	fires,	floods,	tornadoes,	climate	events	or	weather	patterns,	such as	El	Niño	and	the	recent	significant	winter	storm	events	in	the	U.K.	and	U.S.,	and	pandemic	health	events,	as	well	as	man-made	disasters,	including	acts	of	terrorism, military	actions	and	cyber-terrorism.	The	continued	threat	of	terrorism	and	ongoing	military	actions	may	cause	significant	volatility	in	global	financial	markets,	and	a natural	or	man-made	disaster	could	trigger	an	economic	downturn	in	the	areas	directly	or	indirectly	affected	by	the	disaster.	These	consequences	could,	among	other things,	result	in	a	decline	in	business	and	increased	claims	from	those	areas.	They	could	also	result	in	reduced	underwriting	capacity,	making	it	more	difficult	for	our Risk	Solutions	professionals	to	place	business.	Disasters	also	could	disrupt	public	and	private	infrastructure,	including	communications	and	financial	services,	which could	disrupt	our	normal	business	operations.

A	natural	or	man-made	disaster	also	could	disrupt	the	operations	of	our	counterparties	or	result	in	increased	prices	for	the	products	and	services	they	provide	to	us. In	addition,	a	disaster	could	adversely	affect	the	value	of	the	assets	in	our	investment	portfolio.	Finally,	a	natural	or	man-made	disaster	could	increase	the	incidence	or severity	of	E&O	claims	against	us.

Our	inability	to	successfully	recover	should	we	experience	a	disaster	or	other	business	continuity	problem	could	cause	material	financial	loss,	loss	of	human capital,	regulatory	actions,	reputational	harm	or	legal	liability.

Our	operations	are	dependent	upon	our	ability	to	protect	our	personnel,	offices	and	technology	infrastructure	against	damage	from	business	continuity	events	that could	have	a	significant	disruptive	effect	on	our	operations.	Should	we	experience	a	local	or	regional	disaster	or	other	business	continuity	problem,	such	as	an earthquake,	hurricane,	terrorist	attack,	pandemic,	security	breaches,	power	loss,	telecommunications	failure	or	other	natural	or	man-made	disaster,	our	continued	success will	depend,	in	part,	on	the	availability	of	our	personnel,	our	office	facilities,	and	the	proper	functioning	of	existing,	new	or	upgraded	computer	systems, telecommunications	and	other	related	systems	and	operations.	In	events	like	these,	while	our	operational	size,	the	multiple	locations	from	which	we	operate,	and	our existing	back-up	systems	provide	us	with	some	degree	of	flexibility,	we	still	can	experience	near-term	operational	challenges	with	regard	to	particular	areas	of	our operations.	We	could	potentially	lose	access	to	key	executives	and	personnel,	client	data	or	experience	material	adverse	interruptions	to	our	operations	or	delivery	of services	to	our	clients	in	a	disaster	recovery	scenario.

We	regularly	assess	and	take	steps	to	improve	upon	our	existing	business	continuity	plans	and	key	management	succession.	However,	a	disaster	on	a	significant scale	or	affecting	certain	of	our	key	operating	areas	within	or	across	regions,	or	our	inability	to	successfully	recover	should	we	experience	a	disaster	or	other	business continuity	problem,	could	materially	interrupt	our	business	operations	and	cause	material	financial	loss,	loss	of	human	capital,	regulatory	actions,	reputational	harm, damaged	client	relationships	or	legal	liability.

We	rely	on	complex	information	technology	systems	and	networks	to	operate	our	business.	Any	significant	system	or	network	disruption	due	to	a	breach	in	the security	of	our	information	technology	systems	could	have	a	negative	impact	on	our	reputation,	operations,	sales	and	operating	results.

We	rely	on	the	efficient,	uninterrupted	and	secure	operation	of	complex	information	technology	systems	and	networks,	some	of	which	are	within	the	company	and some	are	outsourced.	All	information	technology	systems	are	potentially	vulnerable	to	damage	or	interruption	from	a	variety	of	sources,	including	but	not	limited	to cyber-attacks,	computer	viruses	and	security	breaches.	We	regularly	experience	attacks	to	our	systems	and	networks	and	have	from	time	to	time	experienced cybersecurity	breaches,	such	as	computer	viruses,	unauthorized	parties	gaining	access	to	our	information	technology	systems	and	similar	incidents,	which	to	date	have not	had	a	material	impact	on	our	business.	If	we	are	unable	to	efficiently	and	effectively	maintain	and	upgrade	our	system	safeguards	we	may	incur	unexpected	costs and	certain	of	our	systems	may	become	more	vulnerable	to	unauthorized	access.	In	the	future,	these	types	of	incidents	could	result	in	intellectual	property	or	other confidential	information	being	lost	or	stolen,	including	client,	employee	or	company	data.	In	addition,	we	may	not	be	able	to	detect	breaches	in	our	information technology	systems	or	assess	the	severity	or	impact	of	a	breach	in	a	timely	manner.

We	have	implemented	various	measures	to	manage	our	risks	related	to	system	and	network	security	and	disruptions,	but	a	security	breach	or	a	significant	and extended	disruption	in	the	functioning	of	our	information	technology	systems	could	damage

our	reputation	and	cause	us	to	lose	clients,	adversely	impact	our	operations,	sales	and	operating	results	and	require	us	to	incur	significant	expense	to	address	and remediate	or	otherwise	resolve	such	issues.	Additionally,	in	order	to	maintain	the	level	of	security,	service	and	reliability	that	our	clients	require,	we	may	be	required	to make	significant	additional	investments	in	our	online	methods	of	delivering	our	services.

# Improper	disclosure	of	confidential,	personal	or	proprietary	data	could	result	in	regulatory	scrutiny,	legal	liability	or	harm	our	reputation.

One	of	our	significant	responsibilities	is	to	maintain	the	security	and	privacy	of	our	employees'	and	clients'	confidential	and	proprietary	information	and,	in	the case	of	our	HR	Solutions	clients,	confidential	information	about	clients'	employees'	compensation,	medical	information	and	other	personally	identifiable	information.	We maintain	policies,	procedures	and	technological	safeguards	designed	to	protect	the	security	and	privacy	of	this	information.	Nonetheless,	we	cannot	eliminate	the	risk	of human	error	or	inadequate	safeguards	against	employee	or	vendor	malfeasance	or	cyber-attacks	that	could	result	in	improper	access	to	or	disclosure	of	confidential, personal	or	proprietary	information.	Such	access	or	disclosure	could	harm	our	reputation	and	subject	us	to	liability	under	our	contracts	and	laws	and	regulations	that protect	personal	data,	resulting	in	increased	costs	or	loss	of	revenue.	Furthermore,	our	clients	may	not	be	receptive	to	services	delivered	through	our	information technology	systems	and	networks	due	to	concerns	regarding	transaction	security,	user	privacy,	the	reliability	and	quality	of	internet	service	and	other	reasons.	The	release of	confidential	information	as	a	result	of	a	security	breach	could	also	lead	to	litigation	or	other	proceedings	against	us	by	affected	individuals	or	business	partners,	or	by regulators,	and	the	outcome	of	such	proceedings,	which	could	include	penalties	or	fines,	could	have	a	significant	negative	impact	on	our	business.

In	many	jurisdictions,	including	in	the	European	Union	and	the	United	States,	we	are	subject	to	laws	and	regulations	relating	to	the	collection,	use,	retention, security	and	transfer	of	this	information.	These	laws	and	regulations	are	frequently	changing	and	are	becoming	increasingly	complex	and	sometimes	conflict	among	the various	jurisdictions	and	countries	in	which	we	provide	services	both	in	terms	of	substance	and	in	terms	of	enforceability.	This	makes	compliance	challenging	and expensive.	Our	failure	to	adhere	to	or	successfully	implement	processes	in	response	to	changing	regulatory	requirements	in	this	area	could	result	in	legal	liability	or impairment	to	our	reputation	in	the	marketplace.	Further,	regulatory	initiatives	in	the	area	of	data	protection	are	more	frequently	including	provisions	allowing authorities	to	impose	substantial	fines	and	penalties,	and	therefore,	failure	to	comply	could	also	have	a	significant	financial	impact.

Our	business	performance	and	growth	plans	could	be	negatively	affected	if	we	are	not	able	to	effectively	apply	technology	in	driving	value	for	our	clients	through technology-based	solutions	or	gain	internal	efficiencies	through	the	effective	application	of	technology	and	related	tools.	Conversely,	investments	in	innovative	product offerings	may	fail	to	yield	sufficient	return	to	cover	their	investments.

Our	success	depends,	in	part,	on	our	ability	to	develop	and	implement	technology	solutions	that	anticipate	and	keep	pace	with	rapid	and	continuing	changes	in technology,	industry	standards	and	client	preferences.	We	may	not	be	successful	in	anticipating	or	responding	to	these	developments	on	a	timely	and	cost-effective	basis, and	our	ideas	may	not	be	accepted	in	the	marketplace.	Additionally,	the	effort	to	gain	technological	expertise	and	develop	new	technologies	in	our	business	requires	us to	incur	significant	expenses.	If	we	cannot	offer	new	technologies	as	quickly	as	our	competitors	or	if	our	competitors	develop	more	cost-effective	technologies,	it	could have	a	material	adverse	effect	on	our	ability	to	obtain	and	complete	client	engagements.	For	example,	we	have	invested	significantly	in	the	development	of	Inpoint	and GRIP,	repositories	of	global	insurance	and	reinsurance	placement	information,	which	we	use	to	drive	results	for	our	clients	in	the	insurance	and	reinsurance	placement process.	Our	competitors	are	developing	competing	databases,	and	their	success	in	this	space	may	impact	our	ability	to	differentiate	our	services	to	our	clients	through the	use	of	unique	technological	solutions.	Likewise,	we	have	invested	significantly	in	our	HR	BPO	business	and	platform.	Innovations	in	software,	cloud	computing	or other	technologies	that	alter	how	these	services	are	delivered	could	significantly	undermine	our	investment	in	this	business	if	we	are	slow	or	unable	to	take	advantage	of these	developments.

We	are	continually	developing	and	investing	in	innovative	and	novel	service	offerings	that	we	believe	will	address	needs	that	we	identify	in	the	markets. Nevertheless,	for	those	efforts	to	produce	meaningful	value,	we	are	reliant	on	a	number	of	other	factors,	some	of	which	our	outside	of	our	control.	For	example,	our	HR Solutions	segment	has	invested	substantial	time	and	resources	in	launching	health	care	exchanges	under	the	belief	that	these	exchanges	will	serve	a	useful	role	in	helping corporations	and	individuals	in	the	U.S.	manage	their	growing	health	care	expenses.	In	order	for	these	exchanges	to	be	successful,	health	care	insurers	and	corporate	and individual	participants	have	to	deem	them	suitable,	and	whether	those	parties	will	find	them	suitable	will	be	subject	to	their	own	particular	circumstances.

If	our	clients	or	third	parties	are	not	satisfied	with	our	services,	we	may	face	additional	cost,	loss	of	profit	opportunities	and	damage	to	our	reputation	or	legal liability.

We	depend,	to	a	large	extent,	on	our	relationships	with	our	clients	and	our	reputation	for	high-quality	broking,	risk	management	and	HR	solutions,	so	that	we	can understand	our	clients'	needs	and	deliver	solutions	and	services	that	are	tailored	to	satisfy	these	needs.	If	a	client	is	not	satisfied	with	our	services,	it	may	be	more damaging	to	our	business	than	to	other	businesses	and	could	cause	us	to	incur	additional	costs	and	impair	profitability.	Many	of	our	clients	are	businesses	that	band together	in	industry	groups	and/or	trade	associations	and	actively	share	information	among	themselves	about	the	quality	of	service	they	receive	from	their	vendors. Accordingly,	poor	service	to	one	client	may	negatively	impact	our	relationships	with	multiple	other	clients.	Moreover,	if	we	fail	to	meet	our	contractual	obligations,	we could	be	subject	to	legal	liability	or	loss	of	client	relationships.

The	nature	of	much	of	our	work,	especially	our	actuarial	services	in	our	HR	Solutions	business,	involves	assumptions	and	estimates	concerning	future	events,	the actual	outcome	of	which	we	cannot	know	with	certainty	in	advance.	Similarly,	in	our	investment	consulting	business,	we	may	be	measured	based	on	our	track	record regarding	judgments	and	advice	on	investments	that	are	susceptible	to	influences	unknown	at	the	time	the	advice	was	given.	In	addition,	we	could	make	computational, software	programming	or	data	entry	or	management	errors.	A	client	may	claim	it	suffered	losses	due	to	reliance	on	our	consulting	advice.	In	addition	to	the	risks	of liability	exposure	and	increased	costs	of	defense	and	insurance	premiums,	claims	arising	from	our	professional	services	may	produce	publicity	that	could	hurt	our reputation	and	business	and	adversely	affect	our	ability	to	secure	new	business.

# Damage	to	our	reputation	could	have	a	material	adverse	effect	on	our	business.

Our	reputation	is	a	key	asset	of	the	Company.	We	advise	our	clients	on	and	provide	services	related	to	a	wide	range	of	subjects	and	our	ability	to	attract	and	retain clients	is	highly	dependent	upon	the	external	perceptions	of	our	level	of	service,	trustworthiness,	business	practices,	financial	condition	and	other	subjective	qualities. Negative	perceptions	or	publicity	regarding	these	matters	or	others	could	erode	trust	and	confidence	and	damage	our	reputation	among	existing	and	potential	clients, which	could	make	it	difficult	for	us	to	attract	new	clients	and	maintain	existing	ones	as	mentioned	above.	Negative	public	opinion	could	also	result	from	actual	or alleged	conduct	by	us	or	those	currently	or	formerly	associated	with	us	in	any	number	of	activities	or	circumstances,	including	operations,	regulatory	compliance,	and the	use	and	protection	of	data	and	systems,	satisfaction	of	client	expectations,	and	from	actions	taken	by	regulators	or	others	in	response	to	such	conduct.	This	damage	to our	reputation	could	further	affect	the	confidence	of	our	clients,	rating	agencies,	regulators,	stockholders	and	the	other	parties	in	a	wide	range	of	transactions	that	are important	to	our	business	having	a	material	adverse	effect	on	our	business,	financial	condition	and	operating	results.

We	rely	on	third	parties	to	perform	key	functions	of	our	business	operations	and	to	provide	services	to	our	clients.	These	third	parties	may	act	in	ways	that	could harm	our	business.

We	rely	on	third	parties,	and	in	some	cases	subcontractors,	to	provide	services,	data	and	information	such	as	technology,	information	security,	funds	transfers,	data processing,	and	administration	and	support	functions	that	are	critical	to	the	operations	of	our	business.	These	third	parties	include	correspondents,	agents	and	other brokerage	and	intermediaries,	insurance	markets,	data	providers,	plan	trustees,	payroll	service	providers,	software	and	system	vendors,	health	plan	providers,	investment managers	and	providers	of	human	resource	functions	such	as	recruiters	and	trainers,	among	others.	As	we	do	not	fully	control	the	actions	of	these	third	parties,	we	are subject	to	the	risk	that	their	decisions	may	adversely	impact	us	and	replacing	these	service	providers	could	create	significant	delay	and	expense.	A	failure	by	the	third parties	to	comply	with	service	level	agreement	or	regulatory	or	legal	requirements,	in	a	high	quality	and	timely	manner,	particularly	during	periods	of	our	peak	demand for	their	services,	could	result	in	economic	and	reputational	harm	to	us.	In	addition,	these	third	parties	face	their	own	technology,	operating,	business	and	economic	risks, and	any	significant	failures	by	them,	including	the	improper	use	or	disclosure	of	our	confidential	client,	employee,	or	company	information,	could	cause	harm	to	our reputation.	An	interruption	in	or	the	cessation	of	service	by	any	service	provider	as	a	result	of	systems	failures,	capacity	constraints,	financial	difficulties	or	for	any	other reason	could	disrupt	our	operations,	impact	our	ability	to	offer	certain	products	and	services,	and	result	in	contractual	or	regulatory	penalties,	liability	claims	from clients	and/or	employees,	damage	to	our	reputation	and	harm	to	our	business.

# Our	business	is	exposed	to	risks	associated	with	the	handling	of	client	funds.

Our	Risk	Solutions	business	collects	premiums	from	insureds	and	remits	the	premiums	to	the	respective	insurers.	We	also	collect	claims	or	refunds	from	insurers on	behalf	of	insureds,	which	are	remitted	to	the	insureds.	Similarly,	part	of	our	HR	Solutions'	outsourcing	business	handles	payroll	processing	and	retirement	and pension	administration	for	several	of	our	clients.	Consequently,	at	any	given	time,	we	may	be	holding	and	managing	funds	of	our	clients	and,	in	the	case	of	HR Solutions,	their	employees,	while	payroll,	retirement	plan	funds	or	pension	payments	are	being	processed.	This	function	creates	a	risk	of	loss

arising	from,	among	other	things,	fraud	by	employees	or	third	parties,	execution	of	unauthorized	transactions	or	errors	relating	to	transaction	processing.	We	are	also potentially	at	risk	in	the	event	the	financial	institution	in	which	we	hold	these	funds	suffers	any	kind	of	insolvency	or	liquidity	event.	The	occurrence	of	any	of	these types	of	events	in	connection	with	this	function	could	cause	us	financial	loss	and	reputational	harm.

In	connection	with	the	implementation	of	our	corporate	strategies,	we	face	risks	associated	with	the	acquisition	or	disposition	of	businesses,	the	entry	into	new lines	of	business,	the	integration	of	acquired	businesses	and	the	growth	and	development	of	these	businesses.

In	pursuing	our	corporate	strategy,	we	may	acquire	other	businesses	or	dispose	of	or	exit	businesses	we	currently	own.	The	success	of	this	strategy	is	dependent upon	our	ability	to	identify	appropriate	acquisition	and	disposition	targets,	negotiate	transactions	on	favorable	terms,	complete	transactions	and,	in	the	case	of acquisitions,	successfully	integrate	them	into	our	existing	businesses.	If	a	proposed	transaction	is	not	consummated,	the	time	and	resources	spent	in	researching	it	could adversely	result	in	missed	opportunities	to	locate	and	acquire	another	business.	If	acquisitions	are	made,	there	can	be	no	assurance	that	we	will	realize	the	anticipated benefits	of	such	acquisitions,	including,	but	not	limited	to,	revenue	growth,	operational	efficiencies	or	expected	synergies.	If	we	dispose	of	or	otherwise	exit	certain businesses,	there	can	be	no	assurance	that	we	will	not	incur	certain	disposition	related	charges,	or	that	we	will	be	able	to	reduce	overhead	related	to	the	divested	assets.

From	time	to	time,	either	through	acquisitions	or	internal	development,	we	enter	lines	of	business	or	offer	new	products	and	services	within	existing	lines	of business.	These	new	lines	of	business	or	new	products	and	services	present	the	Company	with	additional	risks,	particularly	in	instances	where	the	markets	are	not	fully developed.	Such	risks	include	the	investment	of	significant	time	and	resources;	the	possibility	that	these	efforts	will	be	not	be	successful;	the	possibility	that	marketplace does	not	accept	our	products	or	services,	or	that	we	are	unable	to	retain	clients	that	adopt	our	new	products	or	services;	and	the	risk	of	additional	liabilities	associated with	these	efforts.	In	addition,	many	of	the	businesses	that	we	acquire	and	develop	will	likely	have	significantly	smaller	scales	of	operations	prior	to	the	implementation of	our	growth	strategy.	If	we	are	not	able	to	manage	the	growing	complexity	of	these	businesses,	including	improving,	refining	or	revising	our	systems	and	operational practices,	and	enlarging	the	scale	and	scope	of	the	businesses,	our	business	may	be	adversely	affected.	Other	risks	include	developing	knowledge	of	and	experience	in the	new	business,	integrating	the	acquired	business	into	our	systems	and	culture,	recruiting	professionals	and	developing	and	capitalizing	on	new	relationships	with experienced	market	participants.	External	factors,	such	as	compliance	with	new	or	revised	regulations,	competitive	alternatives	and	shifting	market	preferences	may	also impact	the	successful	implementation	of	a	new	line	of	business.	Failure	to	manage	these	risks	in	the	acquisition	or	development	of	new	businesses	could	materially	and adversely	affect	our	business,	results	of	operations	and	financial	condition.

# Risks	relating	Primarily	to	our	Risk	Solutions	Segment

Results	in	our	Risk	Solutions	segment	may	fluctuate	due	to	many	factors,	including	cyclical	or	permanent	changes	in	the	insurance	and	reinsurance	markets outside	of	our	control.

Results	in	our	Risk	Solutions	segment	have	historically	been	affected	by	significant	fluctuations	arising	from	uncertainties	and	changes	in	the	industries	in	which we	operate.	A	significant	portion	of	our	revenue	consists	of	commissions	paid	to	us	out	of	the	premiums	that	insurers	and	reinsurers	charge	our	clients	for	coverage.	We have	no	control	over	premium	rates,	and	our	revenues	and	profitability	are	subject	to	change	to	the	extent	that	premium	rates	fluctuate	or	trend	in	a	particular	direction. The	potential	for	changes	in	premium	rates	is	significant,	due	to	pricing	cyclicality	in	the	commercial	insurance	and	reinsurance	markets.

In	addition	to	movements	in	premium	rates,	our	ability	to	generate	premium-based	commission	revenue	may	be	challenged	by:

•the	growing	availability	of	alternative	methods	for	clients	to	meet	their	risk-protection	needs,	including	a	greater	willingness	on	the	part	of	corporations	to	"self- insure,"	the	use	of	so-called	"captive"	insurers,	and	the	development	of	capital	markets-based	solutions	and	other	alternative	capital	sources	for	traditional insurance	and	reinsurance	needs	that	increase	market	capacity,	increase	competition	and	put	pressure	on	pricing;

•fluctuation	in	the	need	for	insurance	as	the	economic	downturn	continues,	as	clients	either	go	out	of	business	or	scale	back	their	operations,	and	thus	reduce	the amount	of	insurance,	they	procure;

•the	level	of	compensation,	as	a	percentage	of	premium,	that	insurance	carriers	are	willing	to	compensate	brokers	for	placement activity;

•the	growing	desire	of	clients	to	move	away	from	variable	commission	rates	and	instead	compensate	brokers	based	upon	flat	fees,	which	can	negatively	impact us	as	fees	are	not	generally	indexed	for	inflation	and	do	not	automatically	increase	with	premium	as	does	commission-based	compensation;	and

•competition	from	insurers	seeking	to	sell	their	products	directly	to	consumers,	including	online	sales,	without	the	involvement	of	an	insurance broker.

In	addition,	our	increasing	focus	on	new	product	offerings	within	the	Risk	Solutions	space	exposes	us	to	additional	risks.	For	example,	Inpoint	and	GRIP	are	relatively new	offerings,	which	may	face	challenges	within	the	insurance	industry	or	conversely,	if	successful,	may	face	increasing	pressure	from	competitors	who	develop competing	offerings.	As	our	business,	like	the	economy	as	a	whole,	becomes	more	technology	focused,	the	speed	at	which	our	products	are	subject	to	challenge	or becoming	outdated	is	consistently	increasing.

# Our	results	may	be	adversely	affected	by	changes	in	the	mode	of	compensation	in	the	insurance	industry.

In	the	past,	the	Attorney	General	of	New	York	brought	charges	against	members	of	the	insurance	brokerage	community.	These	actions	have	created	uncertainty concerning	longstanding	methods	of	compensating	insurance	brokers.	Given	that	the	insurance	brokerage	industry	has	faced	scrutiny	from	regulators	in	the	past	over	its compensation	practices,	it	is	possible	that	regulators	may	choose	to	revisit	the	same	or	other	practices	in	the	future.	If	they	do	so,	compliance	with	new	regulations	along with	any	sanctions	that	might	be	imposed	for	past	practices	deemed	improper	could	have	an	adverse	impact	on	our	future	results	of	operations	and	inflict	significant reputational	harm	on	our	business.

# Risks	relating	Primarily	to	our	HR	Solutions	Segment

The	profitability	of	our	outsourcing	and	consulting	engagements	with	clients	may	not	meet	our	expectations	due	to	unexpected	costs,	cost	overruns,	early	contract terminations,	unrealized	assumptions	used	in	our	contract	bidding	process	or	the	inability	to	maintain	our	prices.

In	our	HR	Solutions	segment,	our	profitability	is	highly	dependent	upon	our	ability	to	control	our	costs	and	improve	our	efficiency.	As	we	adapt	to	change	in	our business,	adapt	to	the	regulatory	environment,	enter	into	new	engagements,	acquire	additional	businesses	and	take	on	new	employees	in	new	locations,	we	may	not	be able	to	manage	our	large,	diverse	and	changing	workforce,	control	our	costs	or	improve	our	efficiency.

Most	new	outsourcing	arrangements	undergo	an	implementation	process	whereby	our	systems	and	processes	are	customized	to	match	a	client's	plans	and programs.	The	cost	of	this	process	is	estimated	by	us	and	often	partially	funded	by	our	clients.	If	our	actual	implementation	expense	exceeds	our	estimate	or	if	the ongoing	service	cost	is	greater	than	anticipated,	the	client	contract	may	be	less	profitable	than	expected.

Even	though	outsourcing	clients	typically	sign	long-term	contracts,	some	of	these	contracts	may	be	terminated	at	any	time,	with	or	without	cause,	by	our	client upon	90	to	360	days'	written	notice.	Our	outsourcing	clients	are	generally	required	to	pay	a	termination	fee;	however,	this	amount	may	not	be	sufficient	to	offset	the costs	we	incurred	in	connection	with	the	implementation	and	system	set-up	or	fully	compensate	us	for	the	profit	we	would	have	received	if	the	contract	had	not	been cancelled.	A	client	may	choose	to	delay	or	terminate	a	current	or	anticipated	project	as	a	result	of	factors	unrelated	to	our	work	product	or	progress,	such	as	the	business or	financial	condition	of	the	client	or	general	economic	conditions.	When	any	of	our	engagements	are	terminated,	we	may	not	be	able	to	eliminate	associated	ongoing costs	or	redeploy	the	affected	employees	in	a	timely	manner	to	minimize	the	impact	on	profitability.	Any	increased	or	unexpected	costs	or	unanticipated	delays	in connection	with	the	performance	of	these	engagements,	including	delays	caused	by	factors	outside	our	control,	could	have	an	adverse	effect	on	our	profit	margin.

Our	profit	margin,	and	therefore	our	profitability,	is	largely	a	function	of	the	rates	we	are	able	to	charge	for	our	services	and	the	staffing	costs	for	our	personnel. Accordingly,	if	we	are	not	able	to	maintain	the	rates	we	charge	for	our	services	or	appropriately	manage	the	staffing	costs	of	our	personnel,	we	may	not	be	able	to sustain	our	profit	margin	and	our	profitability	will	suffer.	The	prices	we	are	able	to	charge	for	our	services	are	affected	by	a	number	of	factors,	including	competitive factors,	cost	of	living	adjustment	provisions,	the	extent	of	ongoing	clients'	perception	of	our	ability	to	add	value	through	our	services	and	general	economic	conditions. Our	profitability	in	providing	HR	BPO	services	is	largely	based	on	our	ability	to	drive	cost	efficiencies	during	the	term	of	our	contracts	for	such	services.	If	we	cannot drive	suitable	cost	efficiencies,	our	profit	margins	will	suffer.	Our	cost	efficiencies	may	be	impacted	by	factors	such	as	our	ability	to	transition	consultants	from completed	projects	to	new	assignments,	our	ability	to	secure	new	consulting	engagements,	our	ability	to	forecast	demand	for	consulting	services	(and,	consequently, appropriately	manage	the	size	and	location	of	our	workforce),	employee	attrition,	and	the	need	to	devote	time	and	resources	to	training	and	professional	and	business development.

We	might	not	be	able	to	achieve	the	cost	savings	required	to	sustain	and	increase	our	profit	margins	in	our	HR	Solutions	business.

We	provide	our	outsourcing	services	over	long	terms	for	variable	or	fixed	fees	that	generally	are	less	than	our	clients'	historical	costs	to	provide	for	themselves	the services	we	contract	to	deliver.	Also,	clients'	demand	for	cost	reductions	may

increase	over	the	term	of	the	agreement.	As	a	result,	we	bear	the	risk	of	increases	in	the	cost	of	delivering	HR	outsourcing	services	to	our	clients,	and	our	margins associated	with	particular	contracts	will	depend	on	our	ability	to	control	our	costs	of	performance	under	those	contracts	and	meet	our	service	commitments	cost- effectively.	Over	time,	some	of	our	operating	expenses	will	increase	as	we	invest	in	additional	infrastructure	and	implement	new	technologies	to	maintain	our competitive	position	and	meet	our	client	service	commitments.	We	must	anticipate	and	respond	to	the	dynamics	of	our	industry	and	business	by	using	quality	systems, process	management,	improved	asset	utilization	and	effective	supplier	management	tools.	We	must	do	this	while	continuing	to	grow	our	business	so	that	our	fixed	costs are	spread	over	an	increasing	revenue	base.	If	we	are	not	able	to	achieve	this,	our	ability	to	sustain	and	increase	profitability	may	be	reduced.

In	our	investment	consulting	business,	we	advise	or	act	on	behalf	of	clients	regarding	their	investments.	The	results	of	these	investments	are	uncertain	and	subject to	numerous	factors,	some	of	which	are	within	our	control	and	some	which	are	not.	Clients	that	experience	losses	or	lower	than	expected	investment	returns	may	leave us	for	competitors	and/or	assert	claims	against	us.

Our	investment	consulting	business	provides	advice	to	clients	on:	investment	strategy,	which	can	include	advice	on	setting	investment	objectives,	asset	allocation, and	hedging	strategies;	selection	(or	removal)	of	investment	managers;	the	investment	in	different	investment	instruments	and	products;	and	the	selection	of	other investment	service	providers	such	as	custodians	and	transition	managers.	For	some	clients,	we	are	responsible	for	making	decisions	on	these	matters	and	we	may implement	such	decisions	in	a	fiduciary/agency	capacity	albeit	without	assuming	title	or	custody	over	the	underlying	funds	or	assets	invested.	Asset	classes	may experience	poor	absolute	performance;	third	parties	we	recommend	or	select,	such	as	investment	managers,	may	underperform	their	benchmarks	due	to	poor	market performance,	negligence	or	other	reasons,	resulting	in	poor	investment	returns	or	losses	of	some,	or	all,	of	the	capital	that	has	been	invested.	These	losses	may	be attributable	in	whole	or	in	part	to	failures	on	our	part	or	to	events	entirely	outside	of	our	control.	Regardless	of	the	cause,	clients	experiencing	losses	may	assert	claims against	us,	and	these	claims	may	be	for	significant	amounts.	Defending	against	these	claims	can	involve	potentially	significant	costs,	including	legal	defense	costs,	as well	as	cause	substantial	distraction	and	diversion	of	other	resources.	Furthermore,	our	ability	to	limit	our	potential	liability	is	restricted	in	certain	jurisdictions	and	in connection	with	claims	involving	breaches	of	fiduciary/agency	duties	or	other	alleged	errors	or	omissions.	Client	experiencing	losses	or	lower	than	expected	investment returns	may	also	leave	us	for	our	competitors.

# Risks	Related	to	Our	Ordinary	Shares

Transfers	of	the	Class	A	Ordinary	Shares	may	be	subject	to	stamp	duty	or	SDRT	in	the	U.K.,	which	would	increase	the	cost	of	dealing	in	the	Class	A	Ordinary Shares.

Stamp	duty	and/or	SDRT	are	imposed	in	the	U.K.	on	certain	transfers	of	chargeable	securities	(which	include	shares	in	companies	incorporated	in	the	U.K.)	at	a rate	of	0.5	percent	of	the	consideration	paid	for	the	transfer.	Certain	transfers	of	shares	to	depositaries	or	into	clearance	systems	are	charged	at	a	higher	rate	of 1.5	percent.

Our	Class	A	Ordinary	Shares	are	eligible	to	be	held	in	book	entry	form	through	the	facilities	of	Depository	Trust	Company	("DTC").	Transfers	of	shares	held	in book	entry	form	through	DTC	will	not	attract	a	charge	to	stamp	duty	or	SDRT	in	the	U.K.	A	transfer	of	the	shares	from	within	the	DTC	system	out	of	DTC	and	any subsequent	transfers	that	occur	entirely	outside	the	DTC	system	will	attract	a	charge	to	stamp	duty	at	a	rate	of	0.5	percent	of	any	consideration,	which	is	payable	by	the transferee	of	the	shares.	Any	such	duty	must	be	paid	(and	the	relevant	transfer	document	stamped	by	HMRC)	before	the	transfer	can	be	registered	in	the	books	of	Aon UK.	If	those	shares	are	redeposited	into	DTC,	the	redeposit	will	attract	stamp	duty	or	SDRT	at	a	rate	of	1.5	percent	of	the	value	of	the	shares.

We	have	put	in	place	arrangements	to	require	that	shares	held	in	certificated	form	cannot	be	transferred	into	the	DTC	system	until	the	transferor	of	the	shares	has first	delivered	the	shares	to	a	depository	specified	by	us	so	that	SDRT	may	be	collected	in	connection	with	the	initial	delivery	to	the	depository.	Any	such	shares	will	be evidenced	by	a	receipt	issued	by	the	depository.	Before	the	transfer	can	be	registered	in	our	books,	the	transferor	will	also	be	required	to	put	in	the	depository	funds	to settle	the	resultant	liability	to	SDRT,	which	will	be	charged	at	a	rate	of	1.5	percent	of	the	value	of	the	shares.

Following	the	decision	of	the	First	Tier	Tribunal	(Tax	Chamber)	in	HSBC	Holdings	plc,	The	Bank	of	New	York	Mellon	Corporation	v	HMRC	2012	UKFTT	163 (TC)	and	the	announcement	by	HMRC	that	it	will	not	seek	to	appeal	the	decision,	HMRC	is	no	longer	enforcing	the	charge	to	SDRT	on	the	issue	of	shares	into	either	EU or	non-EU	depository	receipt	or	clearance	systems.

If	the	Class	A	Ordinary	Shares	are	not	eligible	for	continued	deposit	and	clearing	within	the	facilities	of	DTC,	then	transactions	in	our	securities	may	be disrupted.

The	facilities	of	DTC	are	a	widely-used	mechanism	that	allow	for	rapid	electronic	transfers	of	securities	between	the	participants	in	the	DTC	system,	which include	many	large	banks	and	brokerage	firms.	We	believe	that	prior	to	the	merger

approximately	99%	of	the	outstanding	shares	of	common	stock	of	Aon	Corporation	were	held	within	the	DTC	system.	The	Class	A	Ordinary	Shares	of	Aon	plc	are,	at present,	eligible	for	deposit	and	clearing	within	the	DTC	system.	In	connection	with	the	closing	of	the	Redomestication,	we	entered	into	arrangements	with	DTC whereby	we	agreed	to	indemnify	DTC	for	any	stamp	duty	and/or	SDRT	that	may	be	assessed	upon	it	as	a	result	of	its	service	as	a	depository	and	clearing	agency	for	our Class	A	Ordinary	Shares.	In	addition,	we	have	obtained	a	ruling	from	HMRC	in	respect	of	the	stamp	duty	and	SDRT	consequences	of	the	reorganization,	and	SDRT	has been	paid	in	accordance	with	the	terms	of	this	ruling	in	respect	of	the	deposit	of	Class	A	Ordinary	Shares	with	the	initial	depository.	DTC	will	generally	have	discretion to	cease	to	act	as	a	depository	and	clearing	agency	for	the	Class	A	Ordinary	Shares.	If	DTC	determines	at	any	time	that	the	Class	A	Ordinary	Shares	are	not	eligible	for continued	deposit	and	clearance	within	its	facilities,	then	we	believe	the	Class	A	Ordinary	Shares	would	not	be	eligible	for	continued	listing	on	a	U.S.	securities exchange	or	inclusion	in	the	S&P	500	and	trading	in	the	Class	A	Ordinary	Shares	would	be	disrupted.	While	we	would	pursue	alternative	arrangements	to	preserve	our listing	and	maintain	trading,	any	such	disruption	could	have	a	material	adverse	effect	on	the	trading	price	of	the	Class	A	Ordinary	Shares.

# Item	1B.				Unresolved	Staff	Comments.

# None.

We	have	offices	in	various	locations	throughout	the	world.	Substantially	all	of	our	offices	are	located	in	leased	premises.	We	maintain	our	corporate	headquarters at	122	Leadenhall	Street,	London,	England,	where	we	occupy	approximately	190,000	square	feet	of	space	under	an	operating	lease	agreement	that	expires	in	2034.	We own	one	significant	building	at	Pallbergweg	2-4,	Amsterdam,	the	Netherlands	(150,000	square	feet).	The	following	are	additional	significant	leased	properties,	along with	the	occupied	square	footage	and	expiration.

The	locations	in	Lincolnshire,	Illinois,	Gurgaon,	India,	The	Woodlands,	Texas,	Orlando,	Florida,	and	Charlotte,	North	Carolina,	are	primarily	dedicated	to	our	HR Solutions	segment.	The	other	locations	listed	above	house	personnel	from	both	of	our	reportable	segments.

In	general,	no	difficulty	is	anticipated	in	negotiating	renewals	as	leases	expire	or	in	finding	other	satisfactory	space	if	the	premises	become	unavailable.	We	believe that	the	facilities	we	currently	occupy	are	adequate	for	the	purposes	for	which	they	are	being	used	and	are	well	maintained.	In	certain	circumstances,	we	may	have unused	space	and	may	seek	to	sublet	such	space	to	third	parties,	depending	upon	the	demands	for	office	space	in	the	locations	involved.	See	Note	7	"Lease Commitments"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report	for	information	with	respect	to	our	lease	commitments	as	of December	31,	2015.

# Item	3.				Legal	Proceedings.

We	hereby	incorporate	by	reference	Note	14	"Commitments	and	Contingencies"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

# Item	4.				Mine	Safety	Disclosure.

Not	applicable.

# Executive	Officers	of	the	Registrant

The	executive	officers	of	Aon,	their	business	experience	during	the	last	five	years,	and	their	ages	and	positions	held	are	set	forth	below.

# PART	II

# Item	5.				Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities.

Our	Class	A	Ordinary	Shares,	$0.01	nominal	value	per	share,	are	traded	on	the	New	York	Stock	Exchange.	We	hereby	incorporate	by	reference	the	"Dividends paid	per	share"	and	"Price	range"	data	in	Note	17	"Quarterly	Financial	Data"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

We	have	approximately	241	holders	of	record	of	our	Class	A	Ordinary	Shares	as	of	February	5,	2016.

We	hereby	incorporate	by	reference	Note	9,	"Shareholders'	Equity"	of	the	Notes	to	Consolidated	Financial	Statements	in	Part	II,	Item	8	of	this	report.

The	following	information	relates	to	the	repurchases	of	equity	securities	by	Aon	or	any	affiliated	purchaser	during	any	month	within	the	fourth	quarter	of	the	fiscal year	covered	by	this	report:

|  |  |  | Total	Number	of	Shares | Maximum	Dollar	Value	of |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Purchased\tas\tPart\tof\tPublicly | Shares\tthat\tMay\tYet\tBe |
|  | Total\tNumber\tof\tShares | Average\tPrice\tPaid\tper | Announced\tPlans\tor\tPrograms | Purchased\tUnder\tthe\tPlans\tor |
| Period | Purchased | Share | (1) | Programs\t(1) |
| 10/1/15\t–\t10/31/15 | — | $— | — | $4,474,091,411 |
| 11/1/15\t–\t11/30/15 | 3,450,500 | 94.16 | 3,450,500 | 4,149,191,389 |
| 12/1/15\t–\t12/31/15 | 786,040 | 95.41 | 786,040 | 4,074,199,018 |
|  | 4,236,540 | $94.39 | 4,236,540 | $4,074,199,018 |

(1) In	April	2012,	our	Board	of	Directors	authorized	a	share	repurchase	program	under	which	up	to	$5	billion	of	Class	A	Ordinary	Shares	may	be	repurchased.	In November	2014,	our	Board	of	Directors	authorized	an	additional	$5	billion	of	Class	A	Ordinary	Shares	for	repurchase.	Under	each	program,	shares	may	be	repurchased through	open	market	or	privately	negotiated	transactions,	based	on	prevailing	market	conditions,	funded	from	available	capital.	During	2015,	we	repurchased	16.0 million	shares	at	an	average	price	per	share	of	$97.04	for	a	total	cost	of	$1.6	billion.	The	remaining	authorized	amount	for	share	repurchase	under	our	Share	Repurchase Programs	is	$4.1	billion.

Information	relating	to	the	compensation	plans	under	which	equity	securities	of	Aon	are	authorized	for	issuance	is	set	forth	under	Part	III,	Item	12	"Security Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters"	of	this	report	and	is	incorporated	herein	by	reference.

We	did	not	make	any	sales	of	unregistered	equity	in	2015.

# Item	6.				Selected	Financial	Data.

# Selected	Financial	Data

| (millions	except	shareholders,	employees	and	per	share	data) | 2015 | 2014 | 2013 | 2012 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Income\tStatement\tData |  |  |  |  |  |
| Commissions,\tfees\tand\tother | $11,661 | $12,019 | $11,787 | $11,476 | $11,235 |
| Fiduciary\tinvestment\tincome | 21 | 26 | 28 | 38 | 52 |
| Total\trevenue | $11,682 | $12,045 | $11,815 | $11,514 | $11,287 |
| Net\tincome | 1,422 | 1,431 | 1,148 | 1,020 | 1,010 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterest | 37 | 34 | 35 | 27 | 31 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,385 | $1,397 | $1,113 | $993 | $979 |
| Basic\tNet\tIncome\t(Loss)\tPer\tShare\tAttributable\tto\tAon\tShareholders | $4.93 | $4.73 | $3.57 | $3.02 | $2.92 |
| Diluted\tNet\tIncome\t(Loss)\tPer\tShare\tAttributable\tto\tAon\tShareholders | $4.88 | $4.66 | $3.53 | $2.99 | $2.87 |
| Balance\tSheet\tData |  |  |  |  |  |
| Fiduciary\tassets\t(1) | $9,932 | $11,638 | $11,871 | $12,214 | $10,838 |
| Intangible\tassets\tincluding\tgoodwill | 10,628 | 11,380 | 11,575 | 11,918 | 12,046 |
| Total\tassets | 27,164 | 29,772 | 30,251 | 30,486 | 29,552 |
| Long-term\tdebt | 5,175 | 4,799 | 3,686 | 3,713 | 4,155 |
| Total\tequity | 6,163 | 6,631 | 8,195 | 7,805 | 8,120 |
| Class\tA\tOrdinary\tShares\tand\tOther\tData |  |  |  |  |  |
| Dividends\tpaid\tper\tshare | $1.15 | $0.92 | $0.68 | $0.62 | $0.60 |
| Price\trange,\tper\tshare: |  |  |  |  |  |
| High | $107.08 | $98.10 | $84.33 | $57.92 | $54.58 |
| Low | 86.38 | 76.49 | 54.65 | 45.04 | 39.68 |
| At\tyear-end: |  |  |  |  |  |
| Market\tprice,\tper\tshare | $92.21 | $94.83 | $83.89 | $55.61 | $46.80 |
| Common\tshareholders\tof\trecord | 242 | 255 | 281 | 240 | 8,107 |
| Shares\toutstanding | 269.8 | 280.0 | 300.7 | 310.9 | 324.4 |
| Number\tof\temployees | 68,790 | 68,633 | 65,547 | 64,725 | 62,443 |

(1) Represents	insurance	premium	receivables	from	clients	as	well	as	cash	and	investments	held	in	a	fiduciary	capacity.

# Item	7.				Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

# EXECUTIVE	SUMMARY	OF	2015	FINANCIAL	RESULTS

During	2015,	we	continued	to	face	headwinds	that	had	adversely	impacted	our	business	in	prior	periods.	In	our	Risk	Solutions	segment,	these	headwinds	included adverse	changes	in	foreign	currency	exchange	rates,	economic	weakness	in	continental	Europe	and	a	negative	market	impact	in	our	Reinsurance	business.	In	our	HR Solutions	segment,	these	headwinds	included	price	compression	in	our	benefits	administration	business	and	economic	weakness	in	continental	Europe.

The	following	is	a	summary	of	our	2015	financial	results:

•Revenue	decreased	$363	million,	or	3%,	compared	to	the	prior	year	to	$11.7	billion	in	2015	due	primarily	to	a	6%	unfavorable	impact	from	changes	in foreign	currency	exchange	rates,	partially	offset	by	organic	revenue	growth	of	3%	in	the	Risk	Solutions	segment	and	4%	in	the	HR	Solutions	segment. Organic	revenue	for	the	year	was	driven	by	strong	new	business	generation	and	solid	management	of	the	renewal	book	portfolio	across	our	Risk	Solutions segment,	as	well	as	solid	growth	in	both	our	Consulting	and	Outsourcing	businesses	within	HR	Solutions.

•Operating	expenses	decreased	$245	million,	or	2%,	compared	to	the	prior	year	to	$9.8	billion	in	2015	due	primarily	to	a	$598	million	favorable	impact from	changes	in	foreign	currency	exchange	rates,	a	decrease	in	intangible	asset	amortization	of	$38	million,	and	a	$35	million	decrease	in	expense	related to	legacy	litigation	incurred	in	the	prior	year,	partially	offset	by	a	$176	million	increase	in	expense	related	to	legacy	litigation	in	the	current	year,	a	$19 million	increase	in	expense	resulting	from	acquisitions,	net	of	divestitures,	and	an	increase	in	expense	associated	with	3%	organic	revenue	growth.

•Operating	margin	decreased	to	15.8%	in	2015	from	16.3%	in	2014.	The	decrease	in	operating	margin	from	the	prior	year	is	primarily	related	to	expense related	to	legacy	litigation	and	the	unfavorable	impact	from	changes	in	foreign	currency	exchange	rates,	partially	offset	by	organic	revenue	growth	of	3% and	return	on	investments	across	the	portfolio.	Risk	Solutions	operating	margin	decreased	to	20.3%	in	2015	from	21.0%	in	2014.	HR	Solutions	operating margin	increased	to	12.5%	in	2015	from	11.4%	in	2014.

•Cash	flow	provided	by	operating	activities	was	$2.0	billion	in	2015,	an	increase	of	$197	million,	or	11%,	from	$1.8	billion	in	2014,	due	primarily	to declines	in	pension	contributions,	restructuring	related	payments,	and	cash	paid	for	taxes,	as	well	as	working	capital	improvements,	partially	offset	by	cash paid	to	settle	legacy	litigation,	and	strong	organic	revenue	growth	in	the	fourth	quarter.

We	focus	on	four	key	non-GAAP	metrics	that	we	communicate	to	shareholders:	organic	revenue,	adjusted	operating	margins,	adjusted	diluted	earnings	per	share, and	free	cash	flow.	The	following	is	our	measure	of	performance	against	these	four	metrics	for	2015:

•Organic	revenue	growth,	a	non-GAAP	metric	as	defined	under	the	caption	"Review	of	Consolidated	Results	—	Organic	Revenue,"	was	3%	in	2015. Organic	revenue	growth	was	driven	by	growth	across	our	businesses	in	both	Risk	Solutions	and	HR	Solutions.	In	Risk	Solutions,	organic	revenue	growth was	driven	by	strong	new	business	generation	and	solid	management	of	the	renewal	book	portfolio	across	our	Retail	business,	partially	offset	by	an unfavorable	market	impact	in	our	Reinsurance	business.	In	HR	Solutions,	organic	growth	was	primarily	driven	by	health	care	exchanges	and	HR	BPO	for cloud	based	solutions	in	the	Outsourcing	business,	and	growth	across	the	Consulting	business.

•Adjusted	operating	margin,	a	non-GAAP	metric	as	defined	under	the	caption	"Review	of	Consolidated	Results	—	Adjusted	Operating	Margin,"	was	20.0% for	Aon	overall,	23.6%	for	the	Risk	Solutions	segment,	and	18.1%	for	the	HR	Solutions	segment	in	2015.	In	2014,	adjusted	operating	margin	was	19.5% for	Aon	overall,	22.9%	for	the	Risk	Solutions	segment,	and	17.1%	for	the	HR	Solutions	segment.	The	increase	in	adjusted	operating	margin	for	the	Risk Solutions	segment	reflects	solid	organic	revenue	growth	and	return	on	investments	in	data	and	analytics.	The	increase	in	adjusted	operating	margin	for	the HR	Solutions	segment	reflects	solid	organic	revenue	growth,	partially	offset	by	costs	associated	with	continued	investment	in	long-term	growth opportunities.

•Adjusted	diluted	earnings	per	share	from	net	income	attributable	to	Aon's	shareholders,	a	non-GAAP	metric	as	defined	under	the	caption	"Review	of Consolidated	Results	—	Adjusted	Diluted	Earnings	per	Share,"	was	$6.18

per	share	in	2015,	an	increase	of	$0.47	per	share,	or	8%,	from	$5.71	per	share	in	2014.	The	increase	demonstrates	solid	operational	performance	and effective	capital	management,	highlighted	by	$1.6	billion	of	share	repurchase	during	2015.

•Free	cash	flow,	a	non-GAAP	metric	as	defined	under	the	caption	"Review	of	Consolidated	Results	—	Free	Cash	Flow,"	was	$1.7	billion	in	2015,	an increase	of	$163	million,	or	10%,	from	$1.6	billion	in	2014.	The	increase	in	free	cash	flow	from	the	prior	year	was	driven	by	record	cash	flow	from operations	of	$2.0	billion,	offset,	in	part,	by	a	13%,	or	$34	million,	increase	in	capital	expenditures.

# REVIEW	OF	CONSOLIDATED	RESULTS

# General

In	our	discussion	of	operating	results,	we	sometimes	refer	to	certain	non-GAAP	supplemental	information	derived	from	consolidated	financial	information specifically	related	to	organic	revenue	growth,	adjusted	operating	margin,	adjusted	diluted	earnings	per	share,	free	cash	flow,	and	the	impact	of	foreign	exchange	rate fluctuations	on	operating	results.

# Organic	Revenue

We	use	supplemental	information	related	to	organic	revenue	to	help	us	and	our	investors	evaluate	business	growth	from	existing	operations.	Organic	revenue	is	a non-GAAP	measure	and	excludes	the	impact	of	foreign	exchange	rate	changes,	acquisitions,	divestitures,	transfers	between	business	units,	fiduciary	investment	income, reimbursable	expenses,	and	certain	unusual	items.	Supplemental	information	related	to	organic	revenue	growth	represents	a	measure	not	in	accordance	with	U.S.	GAAP, and	should	be	viewed	in	addition	to,	not	instead	of,	our	Consolidated	Financial	Statements	and	Notes	thereto.	Industry	peers	provide	similar	supplemental	information about	their	revenue	performance,	although	they	may	not	make	identical	adjustments.	Reconciliations	of	this	non-GAAP	measure,	organic	revenue	growth	percentages,	to the	reported	Commissions,	fees	and	other	revenue	growth	percentages,	have	been	provided	under	the	"Review	by	Segment"	caption	below.

# Adjusted	Operating	Margins

We	use	adjusted	operating	margins	as	a	non-GAAP	measure	of	core	operating	performance	of	our	Risk	Solutions	and	HR	Solutions	segments.	Adjusted	operating margins	exclude	the	impact	of	certain	items,	including	intangible	asset	amortization,	litigation	settlements,	and	restructuring	charges	because	management	does	not believe	these	expenses	reflect	our	core	operating	performance.	This	supplemental	information	related	to	adjusted	operating	margin	represents	a	measure	not	in accordance	with	U.S.	GAAP,	and	should	be	viewed	in	addition	to,	not	instead	of,	our	Consolidated	Financial	Statements	and	Notes	thereto.

A	reconciliation	of	this	non-GAAP	measure	to	reported	operating	margins	is	as	follows	(in	millions):

| Year	Ended	December	31,	2015 | Total<br>Aon	(1) | Risk<br>Solutions | HR<br>Solutions |
| :--- | :--- | :--- | :--- |
| Revenue\t—\tU.S.\tGAAP | $11,682 | $7,426 | $4,303 |
| Operating\tincome\t—\tU.S.\tGAAP | $1,848 | $1,506 | $536 |
| Intangible\tasset\tamortization | 314 | 109 | 205 |
| Legacy\tlitigation | 176 | 137 | 39 |
| Operating\tincome\t—\tas\tadjusted | $2,338 | $1,752 | $780 |
| Operating\tmargins\t—\tU.S.\tGAAP | 15.8% | 20.3% | 12.5% |
| Operating\tmargins\t—\tas\tadjusted | 20.0% | 23.6% | 18.1% |
|  | Total | Risk | HR |

| Year	Ended	December	31,	2014 | Aon	(1) | Solutions | Solutions |
| :--- | :--- | :--- | :--- |
| Revenue\t—\tU.S.\tGAAP | $12,045 | $7,834 | $4,264 |
| Operating\tincome\t—\tU.S.\tGAAP | $1,966 | $1,648 | $485 |
| Intangible\tasset\tamortization | 352 | 109 | 243 |
| Legacy\tlitigation | 35 | 35 | — |
| Operating\tincome\t—\tas\tadjusted | $2,353 | $1,792 | $728 |
| Operating\tmargins\t—\tU.S.\tGAAP | 16.3% | 21.0% | 11.4% |
| Operating\tmargins\t—\tas\tadjusted | 19.5% | 22.9% | 17.1% |
|  | Total | Risk | HR |

| Year	Ended	December	31,	2013 | Aon	(1) | Solutions | Solutions |
| :--- | :--- | :--- | :--- |
| Revenue\t—\tU.S.\tGAAP | $11,815 | $7,789 | $4,057 |
| Operating\tincome\t—\tU.S.\tGAAP | $1,671 | $1,540 | $318 |
| Restructuring\tcharges | 174 | 94 | 80 |
| Intangible\tasset\tamortization | 395 | 115 | 280 |
| Headquarters\trelocation\tcosts | 5 | — | — |
| Operating\tincome\t—\tas\tadjusted | $2,245 | $1,749 | $678 |
| Operating\tmargins\t—\tU.S.\tGAAP | 14.1% | 19.8% | 7.8% |
| Operating\tmargins\t—\tas\tadjusted | 19.0% | 22.5% | 16.7% |

(1) Includes	unallocated	expenses	and	the	elimination	of	inter-segment revenue.

# Adjusted	Diluted	Earnings	per	Share

We	also	use	adjusted	diluted	earnings	per	share	as	a	non-GAAP	measure	of	our	core	operating	performance.	Adjusted	diluted	earnings	per	share	excludes	the impact	of	intangible	asset	amortization	and	legacy	litigation	in	2015	and	2014	and	restructuring	charges	and	headquarter	relocation	costs	in	2013,	along	with	related income	taxes	because	management	does	not	believe	these	expenses	are	representative	of	our	core	earnings.	This	supplemental	information	related	to	adjusted	diluted earnings	per	share	represents	a	measure	not	in	accordance	with	U.S.	GAAP	and	should	be	viewed	in	addition	to,	not	instead	of,	our	Consolidated	Financial	Statements and	Notes	thereto.

The	effective	tax	rates	used	in	the	U.S.	GAAP	financial	statements	were	15.8%	and	18.9%	for	the	twelve	months	ended	December	31,	2015	and	2014, respectively.	Reconciling	items	are	generally	taxed	at	the	effective	tax	rate.	However,	after	adjusting	the	underlying	annual	tax	rate	to	exclude	the	impact	associated	with expenses	for	legacy	litigation	in	the	second	quarter	of	2015,	the	adjusted	effective	tax	rate	for	the	full	year	of	2015	was	17.9%.

Reconciliations	of	this	non-GAAP	measure	to	the	reported	diluted	earnings	per	share	are	as	follows	(in	millions	except	per	share	data):

| Year	Ended	December	31,	2015 | U.S.	GAAP | Adjustments | As	Adjusted |
| :--- | :--- | :--- | :--- |
| Operating\tincome | $1,848 | $490 | $2,338 |
| Interest\tincome | 14 | — | 14 |
| Interest\texpense | (273) | — | (273) |
| Other\tincome | 100 | — | 100 |
| Income\tbefore\tincome\ttaxes | 1,689 | 490 | 2,179 |
| Income\ttaxes | 267 | 122 | 389 |
| Net\tincome | 1,422 | 368 | 1,790 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 37 | — | 37 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,385 | $368 | $1,753 |
| Diluted\tearnings\tper\tshare | $4.88 | $1.30 | $6.18 |
| Weighted\taverage\tordinary\tshares\toutstanding\t—\tdiluted | 283.8 |  | 283.8 |

| Year	Ended	December	31,	2014 | U.S.	GAAP | Adjustments | As	Adjusted |
| :--- | :--- | :--- | :--- |
| Operating\tincome | $1,966 | $387 | $2,353 |
| Interest\tincome | 10 | — | 10 |
| Interest\texpense | (255) | — | (255) |
| Other\tincome | 44 | — | 44 |
| Income\tbefore\tincome\ttaxes | 1,765 | 387 | 2,152 |
| Income\ttaxes | 334 | 73 | 407 |
| Net\tincome | 1,431 | 314 | 1,745 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 34 | — | 34 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,397 | $314 | $1,711 |
| Diluted\tearnings\tper\tshare | $4.66 | $1.05 | $5.71 |
| Weighted\taverage\tordinary\tshares\toutstanding\t—\tdiluted | 299.6 |  | 299.6 |

| Year	Ended	December	31,	2013 | U.S.	GAAP | Adjustments | As	Adjusted |
| :--- | :--- | :--- | :--- |
| Operating\tincome | $1,671 | $574 | $2,245 |
| Interest\tincome | 9 | — | 9 |
| Interest\texpense | (210) | — | (210) |
| Other\tincome | 68 | — | 68 |
| Income\tbefore\tincome\ttaxes | 1,538 | 574 | 2,112 |
| Income\ttaxes | 390 | 146 | 536 |
| Net\tincome | 1,148 | 428 | 1,576 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 35 | — | 35 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,113 | $428 | $1,541 |
| Diluted\tearnings\tper\tshare | $3.53 | $1.36 | $4.89 |
| Weighted\taverage\tordinary\tshares\toutstanding\t—\tdiluted | 315.4 |  | 315.4 |

# Free	Cash	Flow

We	use	free	cash	flow,	defined	as	cash	flow	provided	by	operations	minus	capital	expenditures,	as	a	non-GAAP	measure	of	our	core	operating	performance.	This supplemental	information	related	to	free	cash	flow	represents	a	measure	not	in	accordance	with	U.S.	GAAP	and	should	be	viewed	in	addition	to,	not	instead	of,	our Consolidated	Financial	Statements	and	Notes	thereto.	The	use	of	this	non-GAAP	measure	does	not	imply	or	represent	the	residual	cash	flow	for	discretionary expenditures.

A	reconciliation	of	this	non-GAAP	measure	to	cash	flow	provided	by	operations	is	as	follows	(in	millions):

| Years	Ended	December	31, | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Cash\tflow\tprovided\tby\toperating\tactivities\t-\tU.S.\tGAAP | $2,009 | $1,812 | $1,753 |
| Less:\tCapital\texpenditures | (290) | (256) | (229) |
| Free\tcash\tflow | $1,719 | $1,556 | $1,524 |

# Impact	of	Foreign	Exchange	Rate	Fluctuations

Because	we	conduct	business	in	more	than	120	countries,	foreign	exchange	rate	fluctuations	have	a	significant	impact	on	our	business.	Foreign	exchange	rate movements	may	be	significant	and	may	distort	true	period-to-period	comparisons	of	changes	in	revenue	or	pretax	income.	Therefore,	to	give	financial	statement	users meaningful	information	about	our	operations,	we	have	provided	an	illustration	of	the	impact	of	foreign	currency	exchange	rates	on	our	financial	results.	The methodology	used	to	calculate	this	impact	isolates	the	impact	of	the	change	in	currencies	between	periods	by	translating	last	year's	revenue,	expenses,	and	net	income using	the	current	year's	foreign	exchange	rates.

Translating	prior	year	results	at	current	year	foreign	exchange	rates,	currency	fluctuations	had	an	unfavorable	impact	of	$0.41	on	adjusted	net	income	per	diluted share	during	the	year	ended	December	31,	2015;	currency	fluctuations	had	unfavorable	impacts	of	$0.11	and	$0.04	in	the	years	ended	2014	and	2013,	respectively,	when prior	year	results	were	translated	at	rates	prevalent	in	those	years.	These	translations	are	performed	for	comparative	purposes	only	and	do	not	impact	the	accounting policies	or	practices	for	amounts	included	in	the	Consolidated	Financial	Statements	and	Notes	thereto.

# Summary	of	Results

Our	consolidated	results	of	operations	follow	(in	millions):

| Years	ended	December	31, | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Revenue: |  |  |  |
| Commissions,\tfees\tand\tother | $11,661 | $12,019 | $11,787 |
| Fiduciary\tinvestment\tincome | 21 | 26 | 28 |
| Total\trevenue | 11,682 | 12,045 | 11,815 |
| Expenses: |  |  |  |
| Compensation\tand\tbenefits | 6,837 | 7,014 | 6,945 |
| Other\tgeneral\texpenses | 2,997 | 3,065 | 3,199 |
| Total\toperating\texpenses | 9,834 | 10,079 | 10,144 |
| Operating\tincome | 1,848 | 1,966 | 1,671 |
| Interest\tincome | 14 | 10 | 9 |
| Interest\texpense | (273) | (255) | (210) |
| Other\tincome | 100 | 44 | 68 |
| Income\tbefore\tincome\ttaxes | 1,689 | 1,765 | 1,538 |
| Income\ttaxes | 267 | 334 | 390 |
| Net\tincome | 1,422 | 1,431 | 1,148 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 37 | 34 | 35 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,385 | $1,397 | $1,113 |

# Consolidated	Results	for	2015	Compared	to	2014

# Revenue

Revenue	decreased	by	$363	million,	or	3%,	to	$11.7	billion	in	2015,	compared	to	$12.0	billion	in	2014.	The	decrease	was	driven	by	a	6%	impact	from	unfavorable foreign	exchange	rates,	partially	offset	by	organic	revenue	growth	of	3%	in	the	Risk	Solutions	segment	and	4%	in	the	HR	Solutions	segment.	Organic	revenue	growth	in the	Risk	Solutions	segment	was	driven	by	solid	growth	across	both	the	Americas	and	International	businesses.	Growth	across	all	regions	and	product	lines,	including strong	new	business	generation	in	US	Retail,	drove	organic	revenue	growth	in	the	Americas.	International	organic	revenue	growth	was	driven	by	solid	growth	across Asia,	the	Pacific,	and	emerging	markets,	and	strong	management	of	the	renewal	book	portfolio	in	continental	Europe	despite	economic	weakness.	Reinsurance	was down	modestly	due	to	an	unfavorable	market

impact	in	treaty	and	a	decline	in	capital	markets	transactions	and	advisory	business,	which	more	than	offset	strong	net	new	business	growth	in	treaty	placements	globally and	modest	growth	in	facultative	placements.	Organic	growth	in	the	HR	Solutions	segment	was	driven	by	solid	growth	in	both	Consulting	and	Outsourcing.	Consulting organic	revenue	growth	was	driven	by	retirement	solutions,	including	investment	consulting	and	delegated	investment	solutions,	and	compensation	consulting.	Strong growth	in	health	care	exchanges,	new	client	wins	in	HR	BPO	for	cloud	based	solutions,	and	project-related	revenue	in	benefits	administration	drove	organic	revenue growth	in	Outsourcing.

# Compensation	and	Benefits

Compensation	and	benefits	decreased	$177	million,	or	3%,	compared	to	2014.	The	decrease	was	driven	by	a	$432	million	favorable	impact	from	changes	in	foreign currency	exchange	rates,	partially	offset	by	a	$14	million	increase	in	expenses	resulting	from	acquisitions,	net	of	divestitures	and	an	increase	in	expense	associated	with 3%	organic	revenue	growth.

# Other	General	Expenses

Other	general	expenses	decreased	$68	million,	or	2%,	compared	to	2014	due	largely	to	a	$166	million	favorable	impact	from	changes	in	foreign	currency	exchange rates,	a	$38	million	decrease	in	intangible	amortization,	and	a	$35	million	reduction	in	expense	related	to	legacy	litigation	incurred	in	the	prior	year,	partially	offset	by	a $176	million	increase	in	expense	related	to	legacy	litigation	incurred	in	the	current	year	and	an	increase	in	expense	to	support	3%	organic	growth.

# Interest	Income

Interest	income	represents	income	earned	on	operating	cash	balances	and	other	income-producing	investments.	It	does	not	include	interest	earned	on	funds	held	on behalf	of	clients.	Interest	income	increased	$4	million,	or	40%,	from	2014,	due	to	marginally	higher	average	interest	rates	globally.

# Interest	Expense

Interest	expense,	which	represents	the	cost	of	our	worldwide	debt	obligations,	increased	$18	million,	or	7%,	from	2014.	The	increase	in	interest	expense	primarily reflects	an	increase	in	total	debt	outstanding.

# Other	Income

Other	income	increased	$56	million	from	$44	million	in	2014	to	$100	million	in	2015.	Other	income	in	2015	includes,	among	other	things,	$82	million	in	net gains	on	disposal	of	businesses,	foreign	exchange	gains	of	$30	million,	and	equity	earnings	of	$13	million,	partially	offset	by	a	$19	million	loss	from	derivatives	and	a $5	million	net	loss	on	certain	long	term	investments.	Other	income	in	2014	include	$24	million	in	net	gains	on	disposal	of	businesses,	foreign	exchange	gains	of	$18 million,	equity	earnings	of	$12	million,	and	a	$4	million	net	gain	on	certain	long	term	investments,	partially	offset	by	a	$19	million	loss	from	derivatives.

# Income	before	Income	Taxes

Income	before	income	taxes	was	$1.7	billion	in	2015,	a	decrease	of	$76	million,	or	4%,	from	$1.8	billion	in	2014	due	to	drivers	identified	above.

# Income	Taxes

The	effective	tax	rate	on	net	income	was	15.8%	in	2015	and	18.9%	in	2014.	The	2015	and	2014	rates	reflect	changes	in	the	geographical	distribution	of	income,	a reduction	in	U.S.	income	resulting	from	the	settlement	of	a	legacy	legal	matter	in	the	second	quarter	of	2015,	and	the	impact	of	certain	discrete	items,	none	of	which were	individually	material.

# Net	Income	Attributable	to	Aon	Shareholders

Revenue	increased	by	$230	million,	or	2%,	to	$12.0	billion	in	2014,	compared	to	$11.8	billion	in	2013.	The	increase	was	driven	by	organic	revenue	growth	of	2% in	the	Risk	Solutions	segment	and	5%	in	the	HR	Solutions	segment.	Organic	revenue	growth	in	the	Risk	Solutions	segment	was	driven	by	solid	growth	across	both	the Americas	and	International	businesses.	Growth	across	all	regions	and	product	lines,	including	record	new	business	generation	in	US	Retail,	drove	organic	revenue growth	in	the	Americas.	International	organic	revenue	growth	was	driven	by	solid	growth	across	Asia,	the	Pacific,	and

emerging	markets,	partially	offset	by	a	modest	decline	in	continental	Europe.	Reinsurance	was	down	modestly	as	a	significant	unfavorable	market	impact	more	than offset	net	new	business	growth	in	treaty	placements	globally	and	growth	in	capital	markets	transactions	and	advisory	business,	as	well	as	facultative	placements.	Organic growth	in	the	HR	Solutions	segment	was	driven	by	solid	growth	in	both	Consulting	and	Outsourcing.	Consulting	organic	revenue	growth	was	driven	by	retirement consulting,	project-related	revenue,	and	businesses	in	Asia.	Strong	growth	in	health	care	exchanges	and	new	client	wins	in	HR	BPO	drove	organic	revenue	growth	in Outsourcing.

Compensation	and	benefits	increased	$69	million,	or	1%,	compared	to	2013.	The	increase	was	driven	by	an	increase	in	expense	associated	with	3%	organic revenue	growth,	partially	offset	by	a	$79	million	decrease	in	restructuring	costs	and	a	$46	million	favorable	impact	from	changes	in	foreign	currency	exchange	rates.

Other	general	expenses	decreased	$134	million,	or	4%,	compared	to	2013	due	largely	to	a	$95	million	decrease	in	formal	restructuring	costs	and	a	$43	million decrease	in	intangible	amortization,	partially	offset	by	$35	million	of	expense	related	to	legacy	litigation.

Interest	income	represents	income	earned	on	operating	cash	balances	and	other	income-producing	investments.	It	does	not	include	interest	earned	on	funds	held	on behalf	of	clients.	Interest	income	increased	$1	million,	or	11%,	from	2013,	due	to	marginally	higher	average	interest	rates	globally.

Other	income	decreased	$24	million	from	$68	million	in	2013	to	$44	million	in	2014.	Other	income	in	2014	includes	$24	million	in	gains	on	disposal	of businesses,	foreign	exchange	gains	of	$18	million,	equity	earnings	of	$12	million,	and	$4	million	in	gains	on	investments,	partially	offset	by	a	$19	million	loss	from derivatives.	Other	income	in	2013	includes	$28	million	in	gains	on	investments,	equity	earnings	of	$20	million,	foreign	exchange	gains	of	$13	million,	and	$10	million in	gains	on	disposal	of	businesses,	partially	offset	by	$10	million	loss	from	derivatives.

The	effective	tax	rate	on	net	income	was	18.9%	in	2014	and	25.4%	in	2013.	The	2014	and	2013	rates	reflect	certain	discrete	tax	adjustments	and	changes	in	the geographic	distribution	of	income,	primarily	the	benefit	from	global	funding	structures	and	benefits	from	lower-taxed	global	operations.

# LIQUIDITY	AND	FINANCIAL	CONDITION

# Liquidity

# Executive	Summary

We	believe	that	our	balance	sheet	and	strong	cash	flow	provide	us	with	adequate	liquidity.	Our	primary	sources	of	liquidity	are	cash	flow	from	operations, available	cash	reserves,	committed	credit	facilities,	and	debt	capacity	available	through	public	debt	markets,	both	short	and	long-term.	Our	primary	uses	of	liquidity	are operating	expenses,	capital	expenditures,	acquisitions,	share	repurchases,	pension	obligations,	and	shareholder	dividends.	We	believe	that	cash	flows	from	operations and	available	debt	financing	will	be	sufficient	to	meet	our	liquidity	needs,	including	principal	and	interest	payments	on	debt

obligations,	capital	expenditures,	pension	contributions,	cash	restructuring	costs,	and	anticipated	working	capital	requirements,	for	the	foreseeable	future.

Cash	on	our	balance	sheet	includes	funds	available	for	general	corporate	purposes,	as	well	as	amounts	restricted	as	to	their	use.	Funds	held	on	behalf	of	clients	in	a fiduciary	capacity	are	segregated	and	shown	together	with	uncollected	insurance	premiums	in	Fiduciary	assets	in	the	Consolidated	Statement	of	Financial	Position,	with a	corresponding	amount	in	Fiduciary	liabilities.	Fiduciary	funds	generally	cannot	be	used	for	general	corporate	purposes,	and	are	not	a	source	of	liquidity	for	us.

Cash	and	cash	equivalents	and	Short-term	investments	decreased	$28	million	to	$740	million	in	2015.	During	2015,	cash	flow	from	operating	activities	increased $197	million	to	$2.0	billion.	Additional	sources	of	funds	in	2015	included	net	sales	of	short	term	investments	of	$9	million,	$205	million	of	proceeds	from	the	sale	of businesses,	and	issuances	of	debt,	net	of	repayments	of	$253	million.	The	primary	uses	of	funds	in	2015	included	share	repurchases	of	$1.6	billion,	cash	contributions	to our	major	defined	benefit	plans	of	$194	million,	acquisition	of	businesses	of	$16	million,	dividends	paid	to	shareholders	of	$323	million,	and	capital	expenditures	of $290	million.

Our	investment	grade	rating	is	important	to	us	for	a	number	of	reasons,	the	most	important	of	which	is	preserving	our	financial	flexibility.	If	our	credit	ratings were	downgraded	to	below	investment	grade,	the	interest	expense	on	any	outstanding	balances	on	our	credit	facilities	would	increase	and	we	could	incur	additional requests	for	pension	contributions.	To	manage	unforeseen	situations,	we	have	committed	credit	lines	of	approximately	$1.3	billion	and	we	endeavor	to	manage	our obligations	to	ensure	we	maintain	our	current	investment	grade	ratings.	At	December	31,	2015,	we	had	no	borrowings	on	these	credit	lines.

During	the	quarter	ended	December	31,	2015,	the	Company	reclassified	certain	cash	flows	related	to	employee	shares	withheld	for	taxes	to	align	itself	with	peers and	industry	practice.	This	resulted	in	a	reclassification	of	$227	million	and	$170	million	for	the	years	ended	December	31,	2015	and	2014,	respectively,	from	Accounts payable	and	accrued	liabilities	and	Other	assets	and	liabilities	within	Cash	Flows	from	Operating	Activities,	to	Issuance	of	shares	for	employee	benefit	plans	within	Cash Flows	from	Financing	Activities	resulting	in	a	corresponding	increase	in	Cash	Flows	From	Operating	Activities.

# Operating	Activities

Net	cash	provided	by	operating	activities	during	2015	increased	$197	million,	or	11%,	to	$2.0	billion.		This	amount	represents	net	income	reported	by	the Company,	as	adjusted	for	gains	or	losses	on	sales	of	businesses,	financial	instruments	and	foreign	exchange,	and	our	non-cash	expenses,	which	include	share-based compensation,	depreciation,	and	amortization,	as	well	as	changes	in	working	capital	that	relate	primarily	to	the	timing	of	payments	of	accounts	payable	and	accrued liabilities	and	collection	of	receivables.		The	increase	from	the	prior	year	was	primarily	driven	by	reductions	in	pension	contributions,	cash	taxes	paid,	and	restructuring payments,	as	well	as	working	capital	improvements,	partially	offset	by	an	increase	in	payments	for	legacy	litigation.

Pension	contributions	were	$194	million	during	2015	compared	to	$316	million	during	2014.		In	2016,	we	expect	to	contribute	approximately	$150	million	to	our pension	plans,	with	the	majority	attributable	to	non-U.S.	pension	plans,	which	are	subject	to	changes	in	foreign	exchange	rates

We	expect	cash	generated	by	operations	for	2015	to	be	sufficient	to	service	our	debt	and	contractual	obligations,	fund	the	cash	requirements	of	our	restructuring programs,	finance	capital	expenditures,	continue	purchases	of	shares	under	our	share	repurchase	program,	and	continue	to	pay	dividends	to	our	shareholders.		Although cash	from	operations	is	expected	to	be	sufficient	to	service	these	activities,	we	have	the	ability	to	access	the	commercial	paper	markets	or	borrow	under	our	credit facilities	to	accommodate	any	timing	differences	in	cash	flows.		We	have	committed	credit	facilities	of	approximately	$1.3	billion,	of	which	all	was	available	at December	31,	2015,	and	can	access	these	facilities	on	a	same	day	or	next	day	basis.		Additionally,	under	current	market	conditions,	we	believe	that	we	could	access capital	markets	to	obtain	debt	financing	for	longer-term	funding,	if	needed.

# Investing	Activities

Cash	used	for	investing	activities	in	2015	was	$138	million.	The	primary	drivers	of	the	cash	flow	used	for	investing	activities	were	$290	million	for	capital expenditures,	$16	million	for	acquisitions	of	businesses,	net	of	cash	acquired	and	$46	million	of	net	purchases	of	long-term	investments,	partially	offset	by	net	sales	of short-term	investments	of	$9	million,	and	sale	of	businesses	of	$205	million.

Cash	used	for	investing	activities	in	2014	was	$545	million.	The	primary	drivers	of	the	cash	flow	used	for	investing	activities	were	$479	million	for	acquisitions	of businesses,	net	of	cash	acquired	and	$256	million	for	capital	expenditures,	partially	offset	by	net	sales	of	short-term	investments	of	$110	million,	sale	of	businesses	of $48	million,	and	$32	million	for	net	sales	of	long-term	investments.

Cash	used	for	investing	activities	in	2013	was	$339	million.	The	primary	drivers	of	the	cash	flow	used	for	investing	activities	were	capital	expenditures	of	$229 million,	net	purchases	of	short	term	investments	of	$174	million,	and	acquisitions	of	businesses,	net	of	cash	acquired,	of	$54	million,	partially	offset	by	sales	of	long term	investments	of	$93	million.

# Financing	Activities

Cash	used	for	financing	activities	during	2015	was	$1.7	billion.	The	primary	drivers	of	the	cash	used	for	financing	activities	were	share	repurchases	of	$1.6	billion, dividends	paid	to	shareholders	of	$323	million,	and	net	cash	payments	of	$30	million	related	to	issuance	of	shares,	partially	offset	by	issuances	of	debt,	net	of repayments,	of	$253	million.

Cash	used	for	financing	activities	during	2014	was	$1.3	billion.	The	primary	drivers	of	the	cash	flow	used	for	financing	activities	were	share	repurchases	of	$2.3 billion,	dividends	paid	to	shareholders	of	$273	million,	and	issuance	of	shares	for	employee	benefit	plans	of	$105	million,	partially	offset	by	issuances	of	debt,	net	of repayments,	of	$1.3	billion.

Cash	used	for	financing	activities	during	2013	was	$1.1	billion.	The	primary	drivers	of	the	cash	flow	used	for	financing	activities	were	share	repurchases	of	$1.1 billion,	dividends	paid	to	shareholders	of	$212	million,	and	issuance	of	shares	for	employee	benefit	plans	of	$22	million,	partially	offset	by	issuances	of	debt,	net	of repayments,	of	$227	million.

# Cash	and	Short-Term	Investments

At	December	31,	2015,	our	cash	and	cash	equivalents	and	short-term	investments	were	$740	million,	a	decrease	of	$28	million	from	December	31,	2014,	primarily related	to	share	repurchases	of	$1.6	billion	and	dividends	of	$323	million,	partially	offset	by	$2.0	billion	in	cash	flow	from	operating	activities	and	the	net	issuances	of debt	of	$253	million.	Of	the	total	balance	as	of	December	31,	2015,	$105	million	was	restricted	as	to	its	use,	which	was	comprised	of	$65	million	of	operating	funds	in the	U.K.,	as	required	by	the	FCA,	and	$40	million	held	as	collateral	for	various	business	purposes.	At	December	31,	2015,	$2.6	billion	of	cash	and	cash	equivalents	and short-term	investments	were	held	in	the	U.S.	and	overdrawn	cash	and	cash	equivalents	and	short-term	investments	of	$1.9	billion	were	held	in	other	countries.	Due	to differences	in	tax	rates,	the	repatriation	of	funds	from	certain	countries	into	the	U.S.,	if	repatriated,	could	have	an	unfavorable	tax	impact.

At	December	31,	2014,	our	cash	and	cash	equivalents	and	short-term	investments	were	$768	million,	a	decrease	of	$232	million	from	December	31,	2013, primarily	related	to	share	repurchases	of	$2.3	billion	and	dividends	of	$273	million,	partially	offset	by	the	net	issuances	of	debt	of	$1.3	billion.	Of	the	total	balance	as	of December	31,	2014,	$169	million	was	restricted	as	to	its	use,	which	was	comprised	of	$65	million	of	operating	funds	in	the	U.K.,	as	required	by	the	FCA,	and	$106 million	held	as	collateral	for	various	business	purposes.	At	December	31,	2014,	$3.5	billion	of	cash	and	cash	equivalents	and	short-term	investments	were	held	in	the U.S.	and	overdrawn	cash	and	cash	equivalents	and	short-term	investments	of	$2.7	billion	were	held	in	other	countries.

We	maintain	a	multicurrency	cash	pool	with	a	third	party	bank	in	which	various	Aon	entities	participate.	Individual	Aon	entities	are	permitted	to	overdraw	on	their individual	accounts	provided	the	overall	balance	does	not	fall	below	zero.	At	December	31,	2015	and	2014,	non-U.S.	cash	balances	of	one	or	more	entities	were negative;	however,	the	overall	balance	was	positive.

In	our	capacity	as	an	insurance	broker	or	agent,	we	collect	premiums	from	insureds	and,	after	deducting	our	commission,	remit	the	premiums	to	the	respective insurance	underwriter.	We	also	collect	claims	or	refunds	from	underwriters	on	behalf	of	insureds,	which	are	then	returned	to	the	insureds.	Unremitted	insurance premiums	and	claims	are	held	by	us	in	a	fiduciary	capacity.	In	addition,	some	of	our	outsourcing	agreements	require	us	to	hold	funds	on	behalf	of	clients	to	pay obligations	on	their	behalf.	The	levels	of	fiduciary	assets	and	liabilities	can	fluctuate	significantly,	depending	on	when	we	collect	the	premiums,	claims	and	refunds, make	payments	to	underwriters	and	insureds,	collect	funds	from	clients	and	make	payments	on	their	behalf,	and	foreign	currency	movements.	Fiduciary	assets,	because of	their	nature,	are	generally	invested	in	very	liquid	securities	with	highly-rated,	credit-worthy	financial	institutions.	In	our	Consolidated	Statements	of	Financial Position,	the	amount	we	report	for	Fiduciary	assets	and	Fiduciary	liabilities	are	equal.	Our	Fiduciary	assets	included	cash	and	investments	of	$3.4	billion	and	$4.0	billion and	fiduciary	receivables	of	$6.5	billion	and	$7.7	billion	at	December	31,	2015	and	2014,	respectively.	While	we	earn	investment	income	on	the	fiduciary	assets	held	in cash	and	investments,	the	cash	and	investments	are	not	owned	by	us,	and	cannot	be	used	for	general	corporate	purposes.

As	disclosed	in	Note	13	"Fair	Value	Measurements	and	Financial	Instruments"	of	the	Notes	to	Consolidated	Financial	Statements,	the	majority	of	our	investments carried	at	fair	value	are	money	market	funds.	Money	market	funds	are	carried	at	cost	as	an	approximation	of	fair	value.	Consistent	with	market	convention,	we	consider cost	a	practical	and	expedient	measure	of	fair	value.	These	money	market	funds	are	held	throughout	the	world	with	various	financial	institutions.	We	are	not	aware	of any	market	liquidity	issues	that	would	materially	impact	the	fair	value	of	these	investments.

As	of	December	31,	2015,	our	investments	in	money	market	funds	and	highly	liquid	debt	instruments	had	a	fair	value	of	$1.4	billion	and	are	reported	as	Short- term	investments	or	Fiduciary	assets	in	the	Consolidated	Statements	of	Financial	Position	depending	on	their	nature	and	initial	maturity.

The	following	table	summarizes	our	Fiduciary	assets	and	non-fiduciary	Cash	and	cash	equivalents	and	Short-term	investments	as	of	December	31,	2015	(in millions):

| Asset	Type | Cash	and	Cash<br>Equivalents | Short-term<br>Investments | Fiduciary<br>Assets | Total |
| :--- | :--- | :--- | :--- | :--- |
| Certificates\tof\tdeposit,\tbank\tdeposits\tor\ttime\tdeposits | $384 | $— | $2,354 | $2,738 |
| Money\tmarket\tfunds | — | 356 | 1,040 | 1,396 |
| Highly\tliquid\tdebt\tinstruments | — | — | — | — |
| Other\tinvestments\tdue\twithin\tone\tyear | — | — | — | — |
| Cash\tand\tinvestments | 384 | 356 | 3,394 | 4,134 |
| Fiduciary\treceivables | — | — | 6,538 | 6,538 |
| Total | $384 | $356 | $9,932 | $10,672 |

# Share	Repurchase	Program

In	April	2012,	our	Board	of	Directors	authorized	a	share	repurchase	program	(the	"2012	Share	Repurchase	Program")	under	which	up	to	$5.0	billion	of	Class	A Ordinary	Shares	may	be	repurchased.	In	November	2014,	our	Board	of	Directors	authorized	a	share	repurchase	program	("the	2014	Share	Repurchase	Program"	and together,	the	"Share	Repurchase	Programs")	pursuant	to	which	$5.0	billion	may	be	repurchased	program	in	addition	to	the	$5.0	billion	of	Class	A	Ordinary	Shares authorized	under	the	2012	Share	Repurchase	Program.	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.	During	2014,	we repurchased	25.8	million	shares	at	an	average	price	per	share	of	$87.18	for	a	total	cost	of	$2.3	billion.	In	August	2015,	the	$5.0	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	has	repurchased	a	total	of	78.1	million	shares	for	an	aggregate	cost	of	$5.9 billion.

For	information	regarding	share	repurchases	made	during	the	fourth	quarter	of	2015,	see	Item	5.	"Market	for	Registrant's	Common	Equity,	Related	Stockholder Matters	and	Issuer	Purchases	of	Equity	Securities"	as	previously	described.

# Dividends

# Distributable	Reserves

As	a	U.K.	incorporated	company,	we	are	required	under	U.K.	law	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.	Distributable	reserves	are	not	linked	to	a	U.S.	GAAP	reported amount	(e.g.,	retained	earnings).	As	of	December	31,	2015	and	2014,	we	had	distributable	reserves	in	excess	of	$2.1	billion	and	$4.0	billion,	respectively.	We	believe that	we	will	have	sufficient	distributable	reserves	to	fund	shareholder	dividends	for	the	foreseeable	future.

# Borrowings

Total	debt	at	December	31,	2015	was	$5.7	billion,	which	represents	an	increase	of	$155	million	compared	to	December	31,	2014.	This	increase	is	primarily	due	to issuances	of	debt,	net	of	repayments,	of	$253	million,	which	is	net	of	a	decrease	in	commercial	paper	outstanding	of	$118	million	compared	to	December	31,	2014.

On	May	20,	2015,	Aon	plc	issued	$600	million	of	4.750%	Senior	Notes	due	May	2045.	The	4.750%	Notes	due	May	2045	are	fully	and	unconditionally guaranteed	by	Aon	Corporation.	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	November	13,	2015,	Aon	plc	issued	$400	million	of	2.80%	Senior	Notes	due	March	2021.	The	2.80%	Notes	due	March	2021	are	fully	and	unconditionally guaranteed	by	Aon	Corporation.	We	used	the	proceeds	of	the	issuance	for	general	corporate	purposes.

# Credit	Facilities

As	of	December	31,	2015,	we	had	two	committed	credit	facilities	outstanding:	our	$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.	Each	of	these	facilities	is	intended	to	support	our	commercial	paper	obligations	and	our	general	working	capital needs.		In	addition,	each	of	these	facilities	includes	customary	representations,	warranties	and	covenants,	including	financial	covenants	that	require	us	to	maintain specified	ratios	of	adjusted	consolidated	EBITDA	to	consolidated	interest	expense	and	consolidated	debt	to	adjusted	consolidated	EBITDA,	tested	quarterly.		At December	31,	2015,	we	did	not	have	borrowings	under	either	the	2017	Facility	or	the	2020	Facility,	and	we	were	in	compliance	with	the	financial	covenants	and	all	other covenants	contained	therein	during	the	twelve	months	ended	December	31,	2015.

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

Our	total	debt-to-EBITDA	ratio	at	December	31,	2015	and	2014,	is	calculated	as	follows:

| Years	Ended	December	31, | 2015 | 2014 |
| :--- | :--- | :--- |
| Net\tincome | 1,422 | 1,431 |
| Interest\texpense | 273 | 255 |
| Income\ttaxes | 267 | 334 |
| Depreciation\tof\tfixed\tassets | 229 | 242 |
| Amortization\tof\tintangible\tassets | 314 | 352 |
| Total\tEBITDA | 2,505 | 2,614 |
| Total\tDebt | 5,737 | 5,582 |
| Total\tdebt-to-EBITDA\tratio | 2.3 | 2.1 |

We	use	EBITDA,	as	defined	by	our	financial	covenants,	as	a	non-GAAP	measure.	This	supplemental	information	related	to	EBITDA	represents	a	measure	not	in accordance	with	U.S.	GAAP	and	should	be	viewed	in	addition	to,	not	instead	of,	our	Consolidated	Financial	Statements	and	Notes	thereto.

# Shelf	Registration	Statement

On	September	3,	2015,	we	filed	a	shelf	registration	statement	with	the	SEC,	registering	the	offer	and	sale	from	time	to	time	of	an	indeterminate	amount	of,	among other	securities,	debt	securities,	preference	shares,	Class	A	Ordinary	Shares	and	convertible	securities.	Our	ability	to	access	the	market	as	a	source	of	liquidity	is dependent	on	investor	demand,	market	conditions	and	other	factors.

# Rating	Agency	Ratings

The	major	rating	agencies'	ratings	of	our	debt	at	February	22,	2016	appear	in	the	table	below.

A	downgrade	in	the	credit	ratings	of	our	senior	debt	and	commercial	paper	could	increase	our	borrowing	costs,	reduce	or	eliminate	our	access	to	debt	capital, reduce	our	financial	flexibility,	increase	our	commercial	paper	interest	rates,	or	restrict	our	access	to	the	commercial	paper	market	altogether,	and/or	impact	future pension	contribution	requirements.

# Letters	of	Credit	and	Other	Guarantees

We	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	our	U.S.	and	Canadian	non-qualified	pension	plan	schemes	and	secure	deductible	retentions	for	our	own workers	compensation	program.	We	also	have	issued	LOCs	to	cover	contingent	payments	for	taxes	and	other	business	obligations	to	third	parties,	and	other	guarantees for	miscellaneous	purposes	at	our	international	subsidiaries.

We	have	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.

We	have	provided	commitments	to	fund	certain	limited	partnerships	in	which	we	have	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,	we	funded	$2	million	of	these	commitments.

# Other	Liquidity	Matters

We	do	not	have	exposure	related	to	off	balance	sheet	arrangements.	Our	cash	flows	from	operations,	borrowing	availability	and	overall	liquidity	are	subject	to risks	and	uncertainties.	See	Item	1,	"Information	Concerning	Forward-Looking	Statements"	and	Item	1A,	"Risk	Factors."

# Contractual	Obligations

Summarized	in	the	table	below	are	our	contractual	obligations	and	commitments	as	of	December	31,	2015	(in	millions):

|  | 2016 | 2018 | 2020 | beyond | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Short-\tand\tlong-term\tborrowings | $562 | $274 | $599 | $4,302 | $5,737 |
| Interest\texpense\ton\tdebt | 248 | 478 | 459 | 2,651 | 3,836 |
| Operating\tleases | 325 | 558 | 434 | 828 | 2,145 |
| Pension\tand\tother\tpostretirement\tbenefit\tplans\t(1)\t(2) | 120 | 384 | 351 | 700 | 1,555 |
| Purchase\tobligations\t(3)\t(4)\t(5) | 502 | 540 | 213 | 134 | 1,389 |
| Insurance\tpremiums\tpayable | 9,932 | — | — | — | 9,932 |
|  | $11,689 | $2,234 | $2,056 | $8,615 | $24,594 |

(1) Pension	and	other	postretirement	benefit	plan	obligations	include	estimates	of	our	minimum	funding	requirements,	pursuant	to	ERISA	and	other	regulations and	minimum	funding	requirements	agreed	with	the	trustees	of	our	U.K.	pension	plans.	Additional	amounts	may	be	agreed	to	with,	or	required	by,	the	U.K. pension	plan	trustees.	Nonqualified	pension	and	other	postretirement	benefit	obligations	are	based	on	estimated	future	benefit	payments.	We	may	make additional	discretionary	contributions.

(2) In	2013,	our	principal	U.K	subsidiary	agreed	with	the	trustees	of	one	of	the	U.K.	plans	to	contribute	an	average	of$11	million	per	year	to	that	pension	plan	for the	next	three	years.	The	trustees	of	the	plan	have	certain	rights	to	request	that	our	U.K.	subsidiary	advance	an	amount	equal	to	an	actuarially	determined winding-up	deficit.	As	of	December	31,	2015,	the	estimated	winding-up	deficit	was	£240	million	($360	million	at	December	31,	2015	exchange	rates).	The trustees	of	the	plan	have	accepted	in	practice	the	agreed-upon	schedule	of	contributions	detailed	above	and	have	not	requested	the	winding-up	deficit	be	paid.

(3) Purchase	obligations	are	defined	as	agreements	to	purchase	goods	and	services	that	are	enforceable	and	legally	binding	on	us,	and	that	specifies	all	significant terms,	including	what	is	to	be	purchased,	at	what	price	and	the	approximate	timing	of	the	transaction.	Most	of	our	purchase	obligations	are	related	to	purchases of	information	technology	services	or	other	service	contracts.

(4) Excludes	$12	million	of	unfunded	commitments	related	to	an	investment	in	a	limited	partnership	due	to	our	inability	to	reasonably	estimate	the	period(s)	when the	limited	partnership	will	request	funding.

(5) Excludes	$218	million	of	liabilities	for	uncertain	tax	positions	due	to	our	inability	to	reasonably	estimate	the	period(s)	when	potential	cash	settlements	will	be made.

# Financial	Condition

At	December	31,	2015,	our	net	assets	were	$6.2	billion,	representing	total	assets	minus	total	liabilities,	a	decrease	from	$6.6	billion	at	December	31,	2014.	The decrease	was	due	primarily	to	share	repurchases	of	$1.6	billion,	dividends	of	$323	million,	and	an	increase	in	Accumulated	other	comprehensive	loss	of	$289	million related	primarily	to	an	increase	in	the	post-retirement	benefit	obligation,	partially	offset	by	Net	income	of	$1.4	billion	for	the	year	ended	December	31,	2015.	Working capital	increased	by	$77	million	from	$809	million	at	December	31,	2014	to	$886	million	at	December	31,	2015.

Accumulated	other	comprehensive	loss	increased	$289	million	at	December	31,	2015	as	compared	to	December	31,	2014,	which	was	primarily	driven	by	the following:

•negative	net	foreign	currency	translation	adjustments	of	$436	million,	which	are	attributable	to	the	strengthening	of	the	U.S.	dollar	against	certain	foreign currencies,

•a	decrease	of	$155	million	in	net	post-retirement	benefit	obligations,	and

•net	financial	instrument	losses	of	$8

million.

# REVIEW	BY	SEGMENT

# We	serve	clients	through	the	following	segments:

•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.

| Years	ended	December	31	(millions,	except	percentage	data) | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Revenue | $7,426 | $7,834 | $7,789 |
| Operating\tincome | 1,506 | 1,648 | 1,540 |
| Operating\tmargin | 20.3% | 21.0% | 19.8% |

The	demand	for	property	and	casualty	insurance	generally	rises	as	the	overall	level	of	economic	activity	increases	and	generally	falls	as	such	activity	decreases, affecting	both	the	commissions	and	fees	generated	by	our	brokerage	business.	The	economic	activity	that	impacts	property	and	casualty	insurance	is	described	as exposure	units,	and	is	most	closely	correlated

with	employment	levels,	corporate	revenue	and	asset	values.	During	2015,	pricing	was	modestly	negative	on	average	globally,	and	we	still	consider	this	a	"soft	market." In	a	soft	market,	premium	rates	flatten	or	decrease,	along	with	commission	revenues,	due	to	increased	competition	for	market	share	among	insurance	carriers	or increased	underwriting	capacity.	Changes	in	premiums	have	a	direct	and	potentially	material	impact	on	the	insurance	brokerage	industry,	as	commission	revenues	are generally	based	on	a	percentage	of	the	premiums	paid	by	insureds.

Additionally,	continuing	through	2015,	we	faced	difficult	conditions	as	a	result	of	continued	weakness	in	the	global	economy,	and	the	repricing	of	credit	risk. Weak	economic	conditions	in	many	markets	around	the	globe	have	reduced	our	customers'	demand	for	our	retail	brokerage	and	reinsurance	brokerage	products,	which have	had	a	negative	impact	on	our	operational	results.

Risk	Solutions	generated	approximately	64%	of	our	consolidated	total	revenues	in	2015.	Revenues	are	generated	primarily	through	fees	paid	by	clients, commissions	and	fees	paid	by	insurance	and	reinsurance	companies,	and	investment	income	on	funds	held	on	behalf	of	clients.	Our	revenues	vary	from	quarter	to	quarter throughout	the	year	as	a	result	of	the	timing	of	our	clients'	policy	renewals,	the	net	effect	of	new	and	lost	business,	the	timing	of	services	provided	to	our	clients,	and	the income	we	earn	on	investments,	which	is	heavily	influenced	by	short-term	interest	rates.

We	operate	in	a	highly	competitive	industry	and	compete	with	many	retail	insurance	brokerage	and	agency	firms,	as	well	as	with	individual	brokers,	agents,	and direct	writers	of	insurance	coverage.	Specifically,	we	address	the	highly	specialized	product	development	and	risk	management	needs	of	commercial	enterprises, professional	groups,	insurance	companies,	governments,	health	care	providers,	and	non-profit	groups,	among	others;	provide	affinity	products	for	professional	liability, life,	disability	income,	and	personal	lines	for	individuals,	associations,	and	businesses;	provide	products	and	services	via	GRIP	Solutions;	provide	reinsurance	services	to insurance	and	reinsurance	companies	and	other	risk	assumption	entities	by	acting	as	brokers	or	intermediaries	on	all	classes	of	reinsurance;	provide	capital	management transaction	and	advisory	products	and	services,	including	mergers	and	acquisitions	and	other	financial	advisory	services,	capital	raising,	contingent	capital	financing, insurance-linked	securitizations	and	derivative	applications;	provide	managing	underwriting	to	independent	agents	and	brokers	as	well	as	corporate	clients;	provide	risk consulting,	actuarial,	loss	prevention,	and	administrative	services	to	businesses	and	consumers;	and	manage	captive	insurance	companies.

Commissions,	fees	and	other	revenue	for	Risk	Solutions	were	as	follows	(in	millions):

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Retail\tbrokerage: |  |  |  |
| Americas | $3,294 | $3,288 | $3,191 |
| International\t(1) | 2,750 | 3,046 | 3,065 |
| Total\tretail\tbrokerage | 6,044 | 6,334 | 6,256 |
| Reinsurance\tbrokerage | 1,361 | 1,474 | 1,505 |
| Total | $7,405 | $7,808 | $7,761 |

(1)	Includes	the	U.K.,	Europe,	Middle	East,	Africa	and	Asia	Pacific.

In	2015,	commissions,	fees	and	other	revenue	decreased	$403	million,	or	5%,	compared	to	2014	due	to	an	8%	unfavorable	impact	from	foreign	currency	exchange rates,	partially	offset	by	3%	organic	revenue	growth.

Reconciliation	of	organic	revenue	growth	to	reported	commissions,	fees	and	other	revenue	growth	for	2015	versus	2014	is	as	follows:

|  | Percent<br>Change | Less:<br>Currency<br>Impact | Less:<br>Acquisitions,<br>Divestitures<br>&amp;	Other | Organic<br>Revenue |
| :--- | :--- | :--- | :--- | :--- |
| Retail\tbrokerage: |  |  |  |  |
| Americas | —% | (4)% | —% | 4% |
| International\t(1) | (10) | (12) | (1) | 3 |
| Total\tretail\tbrokerage | (5) | (8) | (1) | 4 |
| Reinsurance\tbrokerage | (8) | (6) | (1) | (1) |
| Total | (5)% | (8)% | —% | 3% |

								Retail	brokerage	Commissions,	fees	and	other	revenue	decreased	5%	in	2015	driven	by	an	8%	impact	from	unfavorable	foreign	currency	exchange	rates	and	a	1% decrease	in	commissions	and	fees	resulting	from	acquisitions,	net	of	divestitures,	partially	offset	by	4%	organic	revenue	growth,	reflecting	revenue	growth	in	both	the Americas	and	International	businesses.

								Americas	Commissions,	fees	and	other	revenue	was	flat	in	2015	reflecting	4%	organic	revenue	growth	driven	by	strong	growth	across	all	regions	and	product	lines, including	strong	new	business	generation	in	US	Retail,	offset	by	a	4%	impact	from	unfavorable	foreign	currency	exchange	rates.

								International	Commissions,	fees	and	other	revenue	decreased	10%	in	2015	reflecting	a	12%	impact	from	unfavorable	foreign	currency	exchange	rates	and	a	1% decrease	in	commissions	and	fees	resulting	from	acquisitions,	net	of	divestitures,	partially	offset	by	3%	organic	revenue	growth	driven	by	solid	growth	across	Asia,	the Pacific,	and	emerging	markets,	and	strong	management	of	the	renewal	book	portfolio	in	continental	Europe	despite	economic	weakness.

								Reinsurance	Commissions,	fees	and	other	revenue	decreased	8%	in	2015	reflecting	a	6%	impact	from	from	unfavorable	foreign	currency	exchange	rates,	a	1% decrease	in	commissions	and	fees	resulting	from	acquisitions,	net	of	divestitures,	and	a	1%	decline	in	organic	revenue	due	primarily	to	an	unfavorable	market	impact	in treaty	and	a	decline	in	capital	markets	transactions	and	advisory	business,	partially	offset	by	net	new	business	growth	in	treaty	placements	globally	and	modest	growth	in facultative	placements.

# Operating	Income

Operating	income	decreased	$142	million,	or	9%,	from	2014	to	$1.5	billion	in	2015.	In	2015,	operating	income	margins	in	this	segment	were	20.3%,	a	decrease	of 70	basis	points	from	21.0%	in	2014.	The	decline	in	operating	margin	was	driven	by	an	increase	in	expense	related	to	legacy	litigation,	which	more	than	offset	solid organic	revenue	growth	for	the	year.

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Revenue | $4,303 | $4,264 | $4,057 |
| Operating\tincome | 536 | 485 | 318 |
| Operating\tmargin | 12.5% | 11.4% | 7.8% |

Our	HR	Solutions	segment	generated	approximately	37%	of	our	consolidated	total	revenues	in	2015	and	provides	a	broad	range	of	human	capital	services,	as follows:

•Retirement	specializes	in	global	actuarial	services,	defined	contribution	consulting,	tax	and	ERISA	consulting,	and	pension administration.

•Compensation	focuses	on	compensatory	advisory/counsel	including:	compensation	planning	design,	executive	reward	strategies,	salary	survey	and benchmarking,	market	share	studies	and	sales	force	effectiveness,	with	special	expertise	in	the	financial	services	and	technology	industries.

•Investment	consulting	advises	public	and	private	companies,	other	institutions	and	trustees	on	developing	and	maintaining	investment	programs	across	a broad	range	of	plan	types,	including	defined	benefit	plans,	defined	contribution	plans,	endowments	and	foundations.

•Benefits	Administration	applies	our	human	resource	expertise	primarily	through	defined	benefit	(pension),	defined	contribution	(401(k)),	and	health	and welfare	administrative	services.	Our	model	replaces	the	resource-intensive	processes	once	required	to	administer	benefit	plans	with	more	efficient, effective,	and	less	costly	solutions.

•Human	Resource	Business	Processing	Outsourcing	provides	market-leading	solutions	to	manage	employee	data;	administers	benefits,	payroll	and	other human	resources	processes;	and	records	and	manages	talent,	workforce	and	other	core	human	resource	process	transactions	as	well	as	other complementary	services	such	as	flexible	spending,	dependent	audit	and	participant	advocacy.

Commissions,	fees	and	other	revenue	were	as	follows	(in	millions):

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Consulting\tservices | $1,686 | $1,700 | $1,626 |
| Outsourcing | 2,658 | 2,607 | 2,469 |
| Intersegment | (41) | (43) | (38) |
| Total | $4,303 | $4,264 | $4,057 |

Commissions,	fees	and	other	revenue	for	HR	Solutions	increased	$39	million,	or	1%,	in	2015	compared	to	2014	due	to	4%	organic	growth	in	commissions	and	fees, partially	offset	by	a	3%	impact	from	unfavorable	foreign	currency	exchange	rates.

| Year	ended	December	31 | Percent<br>Change | Less:<br>Currency<br>Impact | Less:<br>Acquisitions,<br>Divestitures<br>&amp;	Other | Organic<br>Revenue |
| :--- | :--- | :--- | :--- | :--- |
| Consulting\tservices | (1)% | (5)% | 1% | 3% |
| Outsourcing | 2 | (1) | (1) | 4 |
| Total | 1% | (3)% | —% | 4% |

								Consulting	services	revenue	decreased	$14	million,	or	1%,	due	primarily	to	a	5%	impact	from	unfavorable	foreign	currency	exchange	rates,	partially	offset	by organic	revenue	growth	of	3%	driven	by	strong	growth	in	retirement	solutions,	including	investment	consulting	and	delegated	investment	solutions,	as	well	as compensation	consulting,	and	a	1%	increase	in	commissions	and	fees	resulting	from	acquisitions,	net	of	divestitures.

								Outsourcing	revenue	increased	$51	million,	or	2%,	due	to	4%	organic	revenue	growth	driven	by	strong	growth	in	health	care	exchanges,	new	client	wins	in	HR BPO	for	cloud	based	solutions,	and	project	related	revenue	in	benefits	administration,	partially	offset	by	a	1%	decrease	in	commissions	and	fees	resulting	from acquisitions,	net	of	divestitures,	and	a	1%	impact	from	unfavorable	foreign	currency	exchange	rates.

Operating	income	was	$536	million,	an	increase	of	$51	million,	or	11%,	from	2014.	Margins	in	this	segment	for	2015	were	12.5%,	an	increase	of	110	basis	points from	11.4%	in	2014.	Operating	margin	improvement	was	driven	by	solid	organic	revenue	growth	and	return	on	investments,	partially	offset	by	investments	in	long-term growth	opportunities.

# Unallocated	Income	and	Expense

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

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Operating\tincome\t(loss): |  |  |  |
| Risk\tSolutions | $1,506 | $1,648 | $1,540 |
| HR\tSolutions | 536 | 485 | 318 |
| Unallocated\texpense | (194) | (167) | (187) |
| Operating\tincome | 1,848 | 1,966 | 1,671 |
| Interest\tincome | 14 | 10 | 9 |
| Interest\texpense | (273) | (255) | (210) |
| Other\tincome | 100 | 44 | 68 |
| Income\tbefore\tincome\ttaxes | $1,689 | $1,765 | $1,538 |

Unallocated	operating	expense	includes	corporate	governance	costs	not	allocated	to	the	operating	segments.	Net	unallocated	expenses	increased	$27	million	in 2015	compared	to	2014	due	to	the	timing	of	certain	employee	incentive	and	employee	benefit	related	expenses,	as	well	as	certain	investments	in	shared	services.

Interest	income,	Interest	expense	and	Other	income.		For	a	discussion	of	the	components	of	Interest	income,	Interest	expense	and	Other	income,	see Management's	Discussion	of	Financial	Condition	and	Results	of	Operations	-	Review	of	Consolidated	Results.

# CRITICAL	ACCOUNTING	POLICIES	AND	ESTIMATES

Our	Consolidated	Financial	Statements	and	Notes	thereto	have	been	prepared	in	accordance	with	U.S.	GAAP.	To	prepare	these	financial	statements,	we	made estimates,	assumptions	and	judgments	that	affect	what	we	report	as	our	assets	and	liabilities,	what	we	disclose	as	contingent	assets	and	liabilities	at	the	date	of	the financial	statements,	and	the	reported	amounts	of	revenues	and	expenses	during	the	periods	presented.

In	accordance	with	our	policies,	we	regularly	evaluate	our	estimates,	assumptions	and	judgments,	including,	but	not	limited	to,	those	concerning	revenue recognition,	restructuring,	pensions,	goodwill	and	other	intangible	assets,	contingencies,	share-based	payments,	and	income	taxes,	and	base	our	estimates,	assumptions, and	judgments	on	our	historical	experience	and	on	factors	we	believe	reasonable	under	the	circumstances.	The	results	involve	judgments	about	the	carrying	values	of assets	and	liabilities	not	readily	apparent	from	other	sources.	If	our	assumptions	or	conditions	change,	the	actual	results	we	report	may	differ	from	these	estimates.	We believe	the	following	critical	accounting	policies	affect	the	more	significant	estimates,	assumptions,	and	judgments	we	used	to	prepare	these	Consolidated	Financial Statements.

# 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.	We	consider	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.	Our	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.	We	recognize	revenues	as services	are	performed,	assuming	all	four	criteria	to	recognize	revenue	have	been	met.	We	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	our	long-term	outsourcing	service	agreements,	highly	customized	implementation	efforts	are	often	necessary	to	set	up	clients	and	their	human resource	or	benefit	programs	on	our	systems	and	operating	processes.	For	outsourcing	services	sold	separately	or	accounted	for	as	a	separate	unit	of	accounting,	specific, incremental	and	direct	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.

# Pensions

We	sponsor	defined	benefit	pension	plans	throughout	the	world.	Our	most	significant	plans	are	located	in	the	U.S.,	the	U.K.,	the	Netherlands	and	Canada.	Our significant	U.S.,	U.K.,	Netherlands	and	Canadian	pension	plans	are	closed	to	new	entrants.	We	have	ceased	crediting	future	benefits	relating	to	salary	and	service	for	our U.S.,	U.K.,	Netherlands	and	Canadian	plans	to	the	extent	statutorily	permitted.

In	2016,	we	estimate	pension	and	post-retirement	net	periodic	benefit	cost	for	major	plans	to	increase	by	$15	million	to	a	benefit	of	approximately	$54	million. The	increase	in	the	benefit	is	primarily	due	to	a	change	in	our	approach	to	measuring	service	and	interest	cost.	Effective	December	31,	2015	and	for	2016	expense,	we have	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,	we	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.	We	have	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.	We	accounted	for	this	change	as	a	change	in	estimate	and,	accordingly,	will	account	for	it	prospectively.

# Recognition	of	gains	and	losses	and	prior	service

Certain	changes	in	the	value	of	the	obligation	and	in	the	value	of	plan	assets,	which	may	occur	due	to	various	factors	such	as	changes	in	the	discount	rate	and actuarial	assumptions,	actual	demographic	experience	and/or	plan	asset	performance	are	not	immediately	recognized	in	net	income.	Such	changes	are	recognized	in Other	comprehensive	income	and	are	amortized	into	net	income	as	part	of	the	net	periodic	benefit	cost.

Unrecognized	gains	and	losses	that	have	been	deferred	in	Other	comprehensive	income,	as	previously	described,	are	amortized	into	Compensation	and	benefits expense	as	a	component	of	periodic	pension	expense	based	on	the	average	life	expectancy	of	the	U.S.,	the	Netherlands,	Canada,	and	U.K.	plan	members.	We	amortize any	prior	service	expense	or	credits	that	arise	as	a	result	of	plan	changes	over	a	period	consistent	with	the	amortization	of	gains	and	losses.

As	of	December	31,	2015,	our	pension	plans	have	deferred	losses	that	have	not	yet	been	recognized	through	income	in	the	Consolidated	Financial	Statements.	We amortize	unrecognized	actuarial	losses	outside	of	a	corridor,	which	is	defined	as	10%	of	the	greater	of	market-related	value	of	plan	assets	or	projected	benefit	obligation. To	the	extent	not	offset	by	future	gains,	incremental	amortization	as	calculated	above	will	continue	to	affect	future	pension	expense	similarly	until	fully	amortized.

The	following	table	discloses	our	unrecognized	actuarial	gains	and	losses,	the	number	of	years	over	which	we	are	amortizing	the	experience	loss,	and	the estimated	2016	amortization	of	loss	by	country	(amounts	in	millions):

|  | U.K. | U.S. | Other |
| :--- | :--- | :--- | :--- |
| Unrecognized\tactuarial\tgains\tand\tlosses | $1,511 | $1,732 | $382 |
| Amortization\tperiod\t(in\tyears) | 10\t-\t32 | 7\t-\t28 | 15\t-\t41 |
| Estimated\t2016\tamortization\tof\tloss | $37 | $52 | $10 |

The	unrecognized	prior	service	cost	(income)	at	December	31,	2015	was	$9	million,	$46	million,	and	$(7)	million	in	the	U.S.,	U.K.	and	Other	plans,	respectively.

For	the	U.S.	pension	plans	we	use	a	market-related	valuation	of	assets	approach	to	determine	the	expected	return	on	assets,	which	is	a	component	of	net	periodic benefit	cost	recognized	in	the	Consolidated	Statements	of	Income.	This	approach

recognizes	20%	of	any	gains	or	losses	in	the	current	year's	value	of	market-related	assets,	with	the	remaining	80%	spread	over	the	next	four	years.	As	this	approach recognizes	gains	or	losses	over	a	five-year	period,	the	future	value	of	assets	and	therefore,	our	net	periodic	benefit	cost	will	be	impacted	as	previously	deferred	gains	or losses	are	recorded.	As	of	December	31,	2015,	the	market-related	value	of	assets	was	$2.1	billion.	We	do	not	use	the	market-related	valuation	approach	to	determine	the funded	status	of	the	U.S.	plans	recorded	in	the	Consolidated	Statements	of	Financial	Position.	Instead,	we	record	and	present	the	funded	status	in	the	Consolidated Statements	of	Financial	Position	based	on	the	fair	value	of	the	plan	assets.	As	of	December	31,	2015,	the	fair	value	of	plan	assets	was	$2.0	billion.

Our	non-U.S.	plans	use	fair	value	to	determine	expected	return	on	assets.

# Rate	of	return	on	plan	assets	and	asset	allocation

|  | U.K. | U.S. | Other |
| :--- | :--- | :--- | :--- |
| Expected\treturn\t(in\ttotal) | 4.55% | 7.81% | 3.47\t-\t4.95% |
| Expected\treturn\ton\tequities\t(1) | 6.7% | 9.8% | 5.8\t-\t7.5% |
| Expected\treturn\ton\tfixed\tincome | 4.3% | 6.4% | 4.0\t-\t4.1% |
| Asset\tmix: |  |  |  |
| Target\tequity\t(1) | 17.5% | 70.0% | 31.4\t-\t40.0% |
| Target\tfixed\tincome | 82.5% | 30.0% | 60.0\t-\t68.6% |

(1) Includes	investments	in	infrastructure,	real	estate,	limited	partnerships	and	hedge

funds.

In	determining	the	expected	rate	of	return	for	the	plan	assets,	we	analyzed	investment	community	forecasts	and	current	market	conditions	to	develop	expected returns	for	each	of	the	asset	classes	used	by	the	plans.	In	particular,	we	surveyed	multiple	third-party	financial	institutions	and	consultants	to	obtain	long-term	expected returns	on	each	asset	class,	considered	historical	performance	data	by	asset	class	over	long	periods,	and	weighted	the	expected	returns	for	each	asset	class	by	target	asset allocations	of	the	plans.

The	U.S.	pension	plan	asset	allocation	is	based	on	approved	allocations	following	adopted	investment	guidelines.	The	actual	asset	allocation	at	December	31,	2015 was	66%	equity	and	34%	fixed	income	securities	for	the	qualified	plan.

The	investment	policy	for	each	U.K.	and	non-U.S.	pension	plans	is	generally	determined	by	the	plans'	trustees.	Because	there	are	several	pension	plans	maintained in	the	U.K.	and	non-U.S.	category,	our	target	allocation	presents	a	range	of	the	target	allocation	of	each	plan.	Further,	target	allocations	are	subject	to	change.	As	of December	31,	2015,	the	U.K.	and	non-U.S.	plans	were	invested	between	23%	and	34%	in	equity	and	between	77%	and	66%	in	fixed	income	securities,	respectively.

# Impact	of	changing	economic	assumptions

Changes	in	the	discount	rate	and	expected	return	on	assets	can	have	a	material	impact	on	pension	obligations	and	pension	expense.

Holding	all	other	assumptions	constant,	the	following	table	reflects	what	a	twenty	five	basis	point	increase	and	decrease	in	our	estimated	discount	rate	would	have on	our	projected	benefit	obligation	at	December	31,	2015	(in	millions):

| Estimated	liability	discount	rate | 25	Basis	Point	Change	in	Discount	Rate | 25	Basis	Point	Change	in	Discount	Rate |
| :--- | :--- | :--- |
| Increase\t(decrease)\tin\tprojected\tbenefit\tobligation\tof\tDecember\t31,\t2015\t(1) | Increase | Decrease |
| U.K.\tplans | $(219) | $231 |
| U.S.\tplans | (97) | 102 |
| Other\tplans | (50) | 54 |

(1) Increases	to	the	projected	benefit	obligation	reflect	increases	to	our	pension	obligations,	while	decreases	in	the	projected	benefit	obligation	are	recoveries toward	fully	funded	status.	A	change	in	the	discount	rate	has	an	inverse	relationship	to	the	projected	benefit	obligation.

Holding	all	other	assumptions	constant,	the	following	table	reflects	what	a	twenty	five	basis	point	increase	and	decrease	in	our	estimated	discount	rate	would	have on	our	estimated	2016	pension	expense	(in	millions):

|  | 25	Basis	Point	Change	in	Discount	Rate | 25	Basis	Point	Change	in	Discount	Rate |
| :--- | :--- | :--- |
| Increase\t(decrease)\tin\texpense | Increase | Decrease |
| U.K.\tplans | $(5) | $4 |
| U.S.\tplans | 1 | (1) |
| Other\tplans | (1) | 1 |

Holding	other	assumptions	constant,	the	following	table	reflects	what	a	twenty	five	basis	point	increase	and	decrease	in	our	estimated	long-term	rate	of	return	on plan	assets	would	have	on	our	estimated	2016	pension	expense	(in	millions):

|  | 25	Basis	Point	Change	in	Long-Term	Rate<br>of	Return	on	Plan	Assets | 25	Basis	Point	Change	in	Long-Term	Rate<br>of	Return	on	Plan	Assets |
| :--- | :--- | :--- |
| Increase\t(decrease)\tin\texpense | Increase | Decrease |
| U.K.\tplans | $(15) | $15 |
| U.S.\tplans | (5) | 5 |
| Other\tplans | (3) | 3 |

# Estimated	future	contributions

We	estimate	contributions	of	approximately	$150	million	to	our	pension	plans	in	2016	as	compared	with	$194	million	in	2015.

# Goodwill	and	Other	Intangible	Assets

Goodwill	represents	the	excess	of	cost	over	the	fair	market	value	of	the	net	assets	acquired.	We	classify	our	intangible	assets	acquired	as	either	tradenames, customer	relationships,	technology,	non-compete	agreements,	or	other	purchased	intangibles.

Goodwill	is	not	amortized,	but	rather	tested	for	impairment	at	least	annually	in	the	fourth	quarter.	In	the	fourth	quarter,	we	also	test	the	acquired	tradenames	(which also	are	not	amortized)	for	impairment.	We	test	more	frequently	if	there	are	indicators	of	impairment	or	whenever	business	circumstances	suggest	that	the	carrying	value of	goodwill	or	trademarks	may	not	be	recoverable.	These	indicators	may	include	a	sustained	significant	decline	in	our	share	price	and	market	capitalization,	a	decline	in our	expected	future	cash	flows,	or	a	significant	adverse	change	in	legal	factors	or	in	the	business	climate,	among	others.	No	events	occurred	during	2015	that	indicate	the existence	of	an	impairment	with	respect	to	our	reported	goodwill	or	tradenames.

We	perform	impairment	reviews	at	the	reporting	unit	level.	A	reporting	unit	is	an	operating	segment	or	one	level	below	an	operating	segment	(referred	to	as	a "component").	A	component	of	an	operating	segment	is	a	reporting	unit	if	the	component	constitutes	a	business	for	which	discrete	financial	information	is	available	and segment	management	regularly	reviews	the	operating	results	of	that	component.	An	operating	segment	shall	be	deemed	to	be	a	reporting	unit	if	all	of	its	components	are similar,	if	none	of	its	components	is	a	reporting	unit,	or	if	the	segment	comprises	only	a	single	component.

The	goodwill	impairment	test	is	initially	a	qualitative	analysis	to	determine	if	it	is	"more	likely	than	not"	that	the	fair	value	of	each	reporting	unit	exceeds	the carrying	value,	including	goodwill,	of	the	corresponding	reporting	unit.	If	the	"more	likely	than	not"	threshold	is	not	met,	then	the	goodwill	impairment	test	becomes	a two	step	analysis.	Step	One	requires	the	fair	value	of	each	reporting	unit	to	be	compared	to	its	book	value.	Management	must	apply	judgment	in	determining	the estimated	fair	value	of	the	reporting	units.	If	the	fair	value	of	a	reporting	unit	is	determined	to	be	greater	than	the	carrying	value	of	the	reporting	unit,	goodwill	and trademarks	are	deemed	not	to	be	impaired	and	no	further	testing	is	necessary.	If	the	fair	value	of	a	reporting	unit	is	less	than	the	carrying	value,	we	perform	Step	Two. Step	Two	uses	the	calculated	fair	value	of	the	reporting	unit	to	perform	a	hypothetical	purchase	price	allocation	to	the	fair	value	of	the	assets	and	liabilities	of	the reporting	unit.	The	difference	between	the	fair	value	of	the	reporting	unit	calculated	in	Step	One	and	the	fair	value	of	the	underlying	assets	and	liabilities	of	the	reporting unit	is	the	implied	fair	value	of	the	reporting	unit's	goodwill.	A	charge	is	recorded	in	the	financial	statements	if	the	carrying	value	of	the	reporting	unit's	goodwill	is greater	than	its	implied	fair	value.

In	determining	the	fair	value	of	our	reporting	units,	we	use	a	discounted	cash	flow	("DCF")	model	based	on	our	most	current	forecasts.	We	discount	the	related cash	flow	forecasts	using	the	weighted-average	cost	of	capital	method	at	the	date	of

evaluation.	Preparation	of	forecasts	and	selection	of	the	discount	rate	for	use	in	the	DCF	model	involve	significant	judgments,	and	changes	in	these	estimates	could affect	the	estimated	fair	value	of	one	or	more	of	our	reporting	units	and	could	result	in	a	goodwill	impairment	charge	in	a	future	period.	We	also	use	market	multiples which	are	obtained	from	quoted	prices	of	comparable	companies	to	corroborate	our	DCF	model	results.	The	combined	estimated	fair	value	of	our	reporting	units	from our	DCF	model	often	results	in	a	premium	over	our	market	capitalization,	commonly	referred	to	as	a	control	premium.	We	believe	the	implied	control	premium determined	by	our	impairment	analysis	is	reasonable	based	upon	historic	data	of	premiums	paid	on	actual	transactions	within	our	industry.	Based	on	tests	performed	in both	2015	and	2014,	there	was	no	indication	of	goodwill	impairment,	and	no	further	testing	was	required.

We	review	intangible	assets	that	are	being	amortized	for	impairment	whenever	events	or	changes	in	circumstance	indicate	that	their	carrying	amount	may	not	be recoverable.	There	were	no	indications	that	the	carrying	values	of	amortizable	intangible	assets	were	impaired	as	of	December	31,	2015.	If	we	are	required	to	record impairment	charges	in	the	future,	they	could	materially	impact	our	results	of	operations.

# Contingencies

We	define	a	contingency	as	an	existing	condition	that	involves	a	degree	of	uncertainty	as	to	a	possible	gain	or	loss	that	will	ultimately	be	resolved	when	one	or more	future	events	occur	or	fail	to	occur.	Under	U.S.	GAAP,	we	are	required	to	establish	reserves	for	loss	contingencies	when	the	loss	is	probable	and	we	can	reasonably estimate	its	financial	impact.	We	are	required	to	assess	the	likelihood	of	material	adverse	judgments	or	outcomes,	as	well	as	potential	ranges	or	probability	of	losses.	We determine	the	amount	of	reserves	required,	if	any,	for	contingencies	after	carefully	analyzing	each	individual	item.	The	required	reserves	may	change	due	to	new developments	in	each	issue.	We	do	not	recognize	gain	contingencies	until	the	contingency	is	resolved	and	amounts	due	are	probable	of	collection.

# Share-based	Payments

Share-based	compensation	expense	is	measured	based	on	the	estimated	grant	date	fair	value	and	recognized	over	the	requisite	service	period	for	awards	that	we ultimately	expect	to	vest.	We	estimate	forfeitures	at	the	time	of	grant	based	on	our	actual	experience	to	date	and	revise	our	estimates,	if	necessary,	in	subsequent	periods if	actual	forfeitures	differ	from	those	estimates.

# Restricted	Share	Units

Restricted	share	units	("RSUs")	are	service-based	awards	for	which	we	recognize	the	associated	compensation	cost	on	a	straight-line	basis	over	the	requisite service	period.	We	estimate	the	fair	value	of	the	awards	based	on	the	market	price	of	the	underlying	share	on	the	date	of	grant,	reduced	by	the	present	value	of	estimated dividends	foregone	during	the	vesting	period	where	applicable.

# Performance	Share	Awards

Performance	share	awards	("PSAs")	are	performance-based	awards	for	which	vesting	is	dependent	on	the	achievement	of	certain	objectives.	Such	objectives	may be	made	on	a	personal,	group	or	company	level.	We	estimate	the	fair	value	of	the	awards	based	on	the	market	price	of	the	underlying	stock	on	the	date	of	grant,	reduced by	the	present	value	of	estimated	dividends	foregone	during	the	vesting	period.

Compensation	cost	is	recognized	over	the	performance	period.	The	number	of	shares	issued	on	the	vesting	date	will	vary	depending	on	the	actual	performance objectives	achieved.	We	make	assessments	of	future	performance	using	subjective	estimates,	such	as	long-term	plans.	As	a	result,	changes	in	the	underlying	assumptions could	have	a	material	impact	on	the	compensation	expense	recognized.

The	largest	performance-based	share-based	payment	award	plan	is	the	Leadership	Performance	Plan	("LPP"),	which	has	a	three-year	performance	period.	The 2013	to	2015	performance	period	ended	on	December	31,	2015,	the	2012	to	2014	performance	period	ended	on	December	31,	2014	and	the	2011	to	2013	performance period	ended	on	December	31,	2013.The	LPP	currently	has	two	open	performance	periods:	2014	to	2016	and	2015	to	2017.	A	10%	upward	adjustment	in	our	estimated performance	achievement	percentage	for	both	LPP	plans	would	have	increased	our	2015	expense	by	approximately	$2.7	million,	while	a	10%	downward	adjustment would	have	decreased	our	expense	by	approximately	$6.9	million.	As	the	percent	of	expected	performance	increases	or	decreases,	the	potential	change	in	expense	can	go from	0%	to	200%	of	the	targeted	total	expense.

We	earn	income	in	numerous	countries	and	this	income	is	subject	to	the	laws	of	taxing	jurisdictions	within	those	countries.

The	carrying	values	of	deferred	income	tax	assets	and	liabilities	reflect	the	application	of	our	income	tax	accounting	policies,	and	are	based	on	management's assumptions	and	estimates	about	future	operating	results	and	levels	of	taxable	income,	and	judgments	regarding	the	interpretation	of	the	provisions	of	current	accounting principles.

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.	In	this	assessment,	significant	weight	is	given	to	evidence	that	can	be	objectively	verified.

We	assess	carryforwards	and	tax	credits	for	realization	as	a	reduction	of	future	taxable	income	by	using	a	"more	likely	than	not"	determination.	We	have	not recognized	a	deferred	tax	liability	for	permanently	reinvested	earnings	of	certain	subsidiaries.	Additional	income	taxes	could	be	recorded	(or	incurred)	if	we	change	our investment	strategy	relating	to	these	subsidiaries,	which	could	materially	affect	our	future	effective	tax	rate.

We	base	the	carrying	values	of	liabilities	and	assets	for	income	taxes	currently	payable	and	receivable	on	management's	interpretation	of	applicable	tax	laws,	and incorporate	management's	assumptions	and	judgments	about	using	tax	planning	strategies	in	various	taxing	jurisdictions.	Using	different	estimates,	assumptions	and judgments	in	accounting	for	income	taxes,	especially	those	that	deploy	tax	planning	strategies,	may	result	in	materially	different	carrying	values	of	income	tax	assets and	liabilities	and	changes	in	our	results	of	operations.

We	operate	in	many	jurisdictions	where	tax	laws	relating	to	our	businesses	are	not	well	developed.	In	such	jurisdictions,	we	typically	obtain	professional	guidance, when	available,	and	consider	existing	industry	practices	before	using	tax	planning	strategies	and	meeting	our	tax	obligations.	Tax	returns	are	routinely	subject	to	audit	in most	jurisdictions,	and	tax	liabilities	are	frequently	finalized	through	negotiations.	In	addition,	several	factors	could	change	the	future	level	of	uncertainty	over	our	tax liabilities,	including	the	following:

•the	portion	of	our	overall	operations	conducted	in	non-U.S.	tax	jurisdictions	has	been	increasing,	and	we	anticipate	this	trend	will continue,

•to	deploy	tax	planning	strategies	and	conduct	global	operations	efficiently,	our	subsidiaries	frequently	enter	into	transactions	with	affiliates,	which	are generally	subject	to	complex	tax	regulations	and	are	frequently	reviewed	by	tax	authorities,	and

•tax	laws,	regulations,	agreements	and	treaties	change	frequently,	requiring	us	to	modify	existing	tax	strategies	to	conform	to	such	changes.

# NEW	ACCOUNTING	PRONOUNCEMENTS

Note	2	"Summary	of	Significant	Accounting	Principles	and	Practices"	of	the	Notes	to	Consolidated	Financial	Statements	contains	a	summary	of	our	significant accounting	policies,	including	a	discussion	of	recently	issued	accounting	pronouncements	and	their	impact	or	future	potential	impact	on	our	financial	results,	if determinable.

# Item	7A.				Quantitative	and	Qualitative	Disclosures	About	Market	Risk.

We	are	exposed	to	potential	fluctuations	in	earnings,	cash	flows,	and	the	fair	value	of	certain	of	our	assets	and	liabilities	due	to	changes	in	interest	rates	and foreign	exchange	rates.	To	manage	the	risk	from	these	exposures,	we	enter	into	a	variety	of	derivative	instruments.	We	do	not	enter	into	derivatives	or	financial instruments	for	trading	or	speculative	purposes.

The	following	discussion	describes	our	specific	exposures	and	the	strategies	we	use	to	manage	these	risks.	See	Note	2	"Summary	of	Significant	Accounting Principles	and	Practices"	of	the	Notes	to	Consolidated	Financial	Statements	for	a	discussion	of	our	accounting	policies	for	financial	instruments	and	derivatives.

# Foreign	Exchange	Risk

We	are	subject	to	foreign	exchange	rate	risk.	Our	primary	exposures	include	exchange	rates	between	the	U.S.	dollar	and	the	euro,	the	British	pound,	the	Canadian dollar,	the	Australian	dollar,	and	the	Indian	rupee.	We	use	over-the-counter	options	and	forward	contracts	to	reduce	the	impact	of	foreign	currency	risk	to	our	financial statements.

Additionally,	some	of	our	non-U.S.	brokerage	subsidiaries	receive	revenues	in	currencies	that	differ	from	their	functional	currencies.	Our	U.K.	subsidiaries	earn	a portion	of	their	revenue	in	U.S.	dollars	and	euros,	but	most	of	their	expenses	are	incurred	in	British	pounds.	At	December	31,	2015,	we	have	hedged	approximately	45% of	our	U.K.	subsidiaries'	expected	exposures	to	both	U.S.	dollar	and	euro	transactions	for	the	years	ending	December	31,	2016	and	2017,	respectively.	We	generally	do not	hedge	exposures	beyond	three	years.

We	also	use	forward	contracts	to	economically	hedge	foreign	exchange	risk	associated	with	monetary	balance	sheet	exposures,	such	as	inter-company	notes	and short-term	assets	and	liabilities	that	are	denominated	in	a	non-functional	currency	and	are	subject	to	remeasurement.

The	potential	loss	in	future	earnings	from	foreign	exchange	derivative	instruments	resulting	from	a	hypothetical	10%	adverse	change	in	year-end	exchange	rates would	be	$32	million	and	$14	million	at	December	31,	2016	and	2017	respectively.

# Interest	Rate	Risk

Our	fiduciary	investment	income	is	affected	by	changes	in	international	and	domestic	short-term	interest	rates.	We	monitor	our	net	exposure	to	short-term	interest rates,	and	as	appropriate,	hedge	our	exposure	with	various	derivative	financial	instruments.	This	activity	primarily	relates	to	brokerage	funds	held	on	behalf	of	clients	in the	North	America,	continental	Europe,	and	the	Asia	Pacific	region.	A	hypothetical,	instantaneous	parallel	decrease	in	the	year-end	yield	curve	of	100	basis	points	would cause	a	decrease,	net	of	derivative	positions,	of	$39	million	and	$41	million	to	2016	and	2017	pretax	income,	respectively.	A	corresponding	increase	in	the	year-end yield	curve	of	100	basis	points	would	cause	an	increase,	net	of	derivative	positions,	of	$39	million	and	$41	million	to	2016	and	2017	pretax	income,	respectively.

We	have	long-term	debt	outstanding	with	a	fair	market	value	of	$5.4	billion	and	$5.3	billion	at	December	31,	2015	and	2014,	respectively.	This	fair	value	was greater	than	the	carrying	value	by	$0.2	billion	at	December	31,	2015,	and	$0.5	billion	greater	than	the	carrying	value	at	December	31,	2014.	A	hypothetical	1%	increase or	decrease	in	interest	rates	would	change	the	fair	value	by	a	decrease	of	10%	or	an	increase	of	11%,	respectively,	at	December	31,	2015.

We	have	selected	hypothetical	changes	in	foreign	currency	exchange	rates,	interest	rates,	and	equity	market	prices	to	illustrate	the	possible	impact	of	these changes;	we	are	not	predicting	market	events.

# Item	8.				Financial	Statements	and	Supplementary	Data.

# Report	of	Independent	Registered	Public	Accounting	Firm

# Board	of	Directors	and	Shareholders

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

# Consolidated	Statements	of	Income

| (millions,	except	per	share	data) | Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |
| Commissions,\tfees\tand\tother |  | $11,661 | $12,019 | $11,787 |
| Fiduciary\tinvestment\tincome |  | 21 | 26 | 28 |
| Total\trevenue |  | 11,682 | 12,045 | 11,815 |
| Expenses |  |  |  |  |
| Compensation\tand\tbenefits |  | 6,837 | 7,014 | 6,945 |
| Other\tgeneral\texpenses |  | 2,997 | 3,065 | 3,199 |
| Total\toperating\texpenses |  | 9,834 | 10,079 | 10,144 |
| Operating\tincome |  | 1,848 | 1,966 | 1,671 |
| Interest\tincome |  | 14 | 10 | 9 |
| Interest\texpense |  | (273) | (255) | (210) |
| Other\tincome |  | 100 | 44 | 68 |
| Income\tbefore\tincome\ttaxes |  | 1,689 | 1,765 | 1,538 |
| Income\ttaxes |  | 267 | 334 | 390 |
| Net\tincome |  | 1,422 | 1,431 | 1,148 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests |  | 37 | 34 | 35 |
| Net\tincome\tattributable\tto\tAon\tshareholders |  | $1,385 | $1,397 | $1,113 |
| Basic\tnet\tincome\tper\tshare\tattributable\tto\tAon\tshareholders |  | $4.93 | $4.73 | $3.57 |
| Diluted\tnet\tincome\tper\tshare\tattributable\tto\tAon\tshareholders |  | $4.88 | $4.66 | $3.53 |
| Cash\tdividends\tper\tshare\tpaid\ton\tordinary\tshares |  | $1.15 | $0.92 | $0.68 |
| Weighted\taverage\tordinary\tshares\toutstanding\t-\tbasic |  | 280.8 | 295.5 | 311.4 |
| Weighted\taverage\tordinary\tshares\toutstanding\t-\tdiluted |  | 283.8 | 299.6 | 315.4 |

See	accompanying	Notes	to	Consolidated	Financial	Statements.

# Consolidated	Statements	of	Comprehensive	Income

| (millions) | Years	Ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome |  | $1,422 | $1,431 | $1,148 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | 37 | 34 | 35 |
| Net\tincome\tattributable\tto\tAon\tshareholders | Net\tincome\tattributable\tto\tAon\tshareholders | $1,385 | $1,397 | $1,113 |
| Other\tcomprehensive\t(loss)\tgain,\tnet\tof\ttax: |  |  |  |  |
| Change\tin\tfair\tvalue\tof\tfinancial\tinstruments | Change\tin\tfair\tvalue\tof\tfinancial\tinstruments | (8) | 4 | 7 |
| Foreign\tcurrency\ttranslation\tadjustments |  | (442) | (507) | (65) |
| Post-retirement\tbenefit\tobligation | Post-retirement\tbenefit\tobligation | 155 | (260) | 293 |
| Total\tother\tcomprehensive\t(loss)\tincome | Total\tother\tcomprehensive\t(loss)\tincome | (295) | (763) | 235 |
| Less:\tOther\tcomprehensive\tloss\tattributable\tto\tnoncontrolling\tinterests | Less:\tOther\tcomprehensive\tloss\tattributable\tto\tnoncontrolling\tinterests | (6) | (3) | (1) |
| Total\tother\tcomprehensive\t(loss)\tincome\tattributable\tto\tAon\tshareholders | Total\tother\tcomprehensive\t(loss)\tincome\tattributable\tto\tAon\tshareholders | (289) | (760) | 236 |
| Comprehensive\tincome\tattributable\tto\tAon\tshareholders | Comprehensive\tincome\tattributable\tto\tAon\tshareholders | $1,096 | $637 | $1,349 |

# Consolidated	Statements	of	Financial	Position

| (millions,	except	nominal	value) | As	of	December	31 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| ASSETS |  |  |  |
| CURRENT\tASSETS |  |  |  |
| Cash\tand\tcash\tequivalents | Cash\tand\tcash\tequivalents | $384 | $374 |
| Short-term\tinvestments |  | 356 | 394 |
| Receivables,\tnet | Receivables,\tnet | 2,734 | 2,815 |
| Fiduciary\tassets |  | 9,932 | 11,638 |
| Other\tcurrent\tassets | Other\tcurrent\tassets | 566 | 602 |
| Total\tCurrent\tAssets | Total\tCurrent\tAssets | 13,972 | 15,823 |
| Goodwill | Goodwill | 8,448 | 8,860 |
| Intangible\tassets,\tnet |  | 2,180 | 2,520 |
| Fixed\tassets,\tnet | Fixed\tassets,\tnet | 765 | 765 |
| Non-current\tdeferred\ttax\tassets |  | 141 | 144 |
| Prepaid\tpension | Prepaid\tpension | 1,033 | 933 |
| Other\tnon-current\tassets |  | 625 | 727 |
| TOTAL\tASSETS | TOTAL\tASSETS | $27,164 | $29,772 |
| LIABILITIES\tAND\tEQUITY |  |  |  |
| LIABILITIES |  |  |  |
| CURRENT\tLIABILITIES |  |  |  |
| Fiduciary\tliabilities | Fiduciary\tliabilities | $9,932 | $11,638 |
| Short-term\tdebt\tand\tcurrent\tportion\tof\tlong-term\tdebt |  | 562 | 783 |
| Accounts\tpayable\tand\taccrued\tliabilities | Accounts\tpayable\tand\taccrued\tliabilities | 1,772 | 1,805 |
| Other\tcurrent\tliabilities |  | 820 | 788 |
| Total\tCurrent\tLiabilities | Total\tCurrent\tLiabilities | 13,086 | 15,014 |
| Long-term\tdebt | Long-term\tdebt | 5,175 | 4,799 |
| Non-current\tdeferred\ttax\tliabilities | Non-current\tdeferred\ttax\tliabilities | 176 | 313 |
| Pension,\tother\tpost\tretirement,\tand\tpost\temployment\tliabilities |  | 1,795 | 2,141 |
| Other\tnon-current\tliabilities | Other\tnon-current\tliabilities | 769 | 874 |
| TOTAL\tLIABILITIES |  | 21,001 | 23,141 |
| EQUITY |  |  |  |
| Ordinary\tshares\t-\t$0.01\tnominal\tvalue\nAuthorized:\t750\tshares\t(issued:\t2015\t-\t269.8;\t2014\t-\t280.0) |  | 3 | 3 |
| Additional\tpaid-in\tcapital | Additional\tpaid-in\tcapital | 5,409 | 5,097 |
| Retained\tearnings |  | 4,117 | 4,605 |
| Accumulated\tother\tcomprehensive\tloss | Accumulated\tother\tcomprehensive\tloss | (3,423) | (3,134) |
| TOTAL\tAON\tSHAREHOLDERS'\tEQUITY |  | 6,106 | 6,571 |
| Noncontrolling\tinterests | Noncontrolling\tinterests | 57 | 60 |
| TOTAL\tEQUITY |  | 6,163 | 6,631 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | TOTAL\tLIABILITIES\tAND\tEQUITY | $27,164 | $29,772 |

# Consolidated	Statements	of	Shareholders'	Equity

| (millions) | Shares | Ordinary<br>Shares	and<br>Additional<br>Paid-in	Capital | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive	Loss,<br>Net	of	Tax | Noncontrolling<br>Interests | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2013 | 310.9 | $4,439 | $5,933 | $(2,610) | $43 | $7,805 |
| Net\tincome | — | — | 1,113 | — | 35 | 1,148 |
| Shares\tissued\t—\temployee\tbenefit\tplans | 0.7 | 28 | (1) | — | — | 27 |
| Shares\tissued\t—\temployee\tcompensation | 5.9 | (50) | — | — | — | (50) |
| Shares\tpurchased | (16.8) | — | (1,102) | — | — | (1,102) |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 74 | — | — | — | 74 |
| Share-based\tcompensation\texpense | — | 300 | — | — | — | 300 |
| Dividends\tto\tshareholders | — | — | (212) | — | — | (212) |
| Net\tchange\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | — | — | 7 | — | 7 |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | (64) | (1) | (65) |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | 293 | — | 293 |
| Purchase\tof\tsubsidiary\tshares\tfrom\tnon-controlling\tinterest | — | (3) | — | — | (8) | (11) |
| Dividends\tpaid\tto\tnon-controlling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | (19) | (19) |
| Balance\tat\tDecember\t31,\t2013 | 300.7 | 4,788 | 5,731 | (2,374) | 50 | 8,195 |
| Net\tincome | — | — | 1,397 | — | 34 | 1,431 |
| Shares\tissued\t—\temployee\tbenefit\tplans | 0.4 | 26 | — | — | — | 26 |
| Shares\tissued\t—\temployee\tcompensation | 4.7 | (131) | — | — | — | (131) |
| Shares\tpurchased | (25.8) | — | (2,250) | — | — | (2,250) |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 89 | — | — | — | 89 |
| Share-based\tcompensation\texpense | — | 328 | — | — | — | 328 |
| Dividends\tto\tshareholders | — | — | (273) | — | — | (273) |
| Net\tchange\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | — | — | 4 | — | 4 |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | (504) | (3) | (507) |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | (260) | — | (260) |
| Sale\tof\tsubsidiary\tshares\tfrom\tnon-controlling\tinterest | — | — | — | — | 3 | 3 |
| Dividends\tpaid\tto\tnon-controlling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | (24) | (24) |
| Balance\tat\tDecember\t31,\t2014 | 280.0 | 5,100 | 4,605 | (3,134) | 60 | 6,631 |
| Net\tincome | — | — | 1,385 | — | 37 | 1,422 |
| Shares\tissued\t—\temployee\tbenefit\tplans | 0.5 | 33 | — | — | — | 33 |
| Shares\tissued\t—\temployee\tcompensation | 5.3 | (188) | — | — | — | (188) |
| Shares\tpurchased | (16.0) | — | (1,550) | — | — | (1,550) |
| Tax\tbenefit\t—\temployee\tbenefit\tplans | — | 126 | — | — | — | 126 |
| Share-based\tcompensation\texpense | — | 340 | — | — | — | 340 |
| Dividends\tto\tshareholders | — | — | (323) | — | — | (323) |
| Net\tchange\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | — | — | (8) | — | (8) |
| Net\tforeign\tcurrency\ttranslation\tadjustments | — | — | — | (436) | (6) | (442) |
| Net\tpost-retirement\tbenefit\tobligation | — | — | — | 155 | — | 155 |
| Sales\tof\tsubsidiary\tshares\tto\tnon-controlling\tinterest | — | 1 | — | — | (7) | (6) |
| Dividends\tpaid\tto\tnon-controlling\tinterests\ton\tsubsidiary\tcommon\tstock | — | — | — | — | (27) | (27) |
| Balance\tat\tDecember\t31,\t2015 | 269.8 | $5,412 | $4,117 | $(3,423) | $57 | $6,163 |

# Consolidated	Statements	of	Cash	Flows

| (millions) | Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\tACTIVITIES |  |  |  |  |
| Net\tincome |  | $1,422 | $1,431 | $1,148 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |  |
| Gain\tfrom\tsales\tof\tbusinesses\tand\tinvestments,\tnet | Gain\tfrom\tsales\tof\tbusinesses\tand\tinvestments,\tnet | (81) | (44) | (65) |
| Depreciation\tof\tfixed\tassets | Depreciation\tof\tfixed\tassets | 229 | 242 | 240 |
| Amortization\tof\tintangible\tassets |  | 314 | 352 | 395 |
| Share-based\tcompensation\texpense | Share-based\tcompensation\texpense | 340 | 328 | 300 |
| Deferred\tincome\ttaxes |  | (223) | (135) | (14) |
| Change\tin\tassets\tand\tliabilities: |  |  |  |  |
| Fiduciary\treceivables | Fiduciary\treceivables | 599 | (19) | (4) |
| Short-term\tinvestments\t—\tfunds\theld\ton\tbehalf\tof\tclients | Short-term\tinvestments\t—\tfunds\theld\ton\tbehalf\tof\tclients | 350 | (403) | 156 |
| Fiduciary\tliabilities |  | (949) | 422 | (152) |
| Receivables,\tnet | Receivables,\tnet | (83) | (25) | 141 |
| Accounts\tpayable\tand\taccrued\tliabilities |  | 87 | 4 | 110 |
| Restructuring\treserves | Restructuring\treserves | (31) | (83) | 15 |
| Current\tincome\ttaxes |  | 116 | 42 | (116) |
| Pension,\tother\tpost-retirement\tand\tother\tpost-employment\tliabilities | Pension,\tother\tpost-retirement\tand\tother\tpost-employment\tliabilities | (230) | (340) | (502) |
| Other\tassets\tand\tliabilities |  | 149 | 40 | 101 |
| CASH\tPROVIDED\tBY\tOPERATING\tACTIVITIES | CASH\tPROVIDED\tBY\tOPERATING\tACTIVITIES | 2,009 | 1,812 | 1,753 |
| CASH\tFLOWS\tFROM\tINVESTING\tACTIVITIES |  |  |  |  |
| Proceeds\tfrom\tinvestments | Proceeds\tfrom\tinvestments | 220 | 52 | 93 |
| Payments\tfor\tinvestments |  | (266) | (20) | (15) |
| Net\tsales\t(purchases)\tof\tshort-term\tinvestments\t—\tnon-fiduciary | Net\tsales\t(purchases)\tof\tshort-term\tinvestments\t—\tnon-fiduciary | 9 | 110 | (174) |
| Acquisition\tof\tbusinesses,\tnet\tof\tcash\tacquired |  | (16) | (479) | (54) |
| Proceeds\tfrom\tsale\tof\tbusinesses | Proceeds\tfrom\tsale\tof\tbusinesses | 205 | 48 | 40 |
| Capital\texpenditures |  | (290) | (256) | (229) |
| CASH\tUSED\tFOR\tINVESTING\tACTIVITIES | CASH\tUSED\tFOR\tINVESTING\tACTIVITIES | (138) | (545) | (339) |
| CASH\tFLOWS\tFROM\tFINANCING\tACTIVITIES |  |  |  |  |
| Share\trepurchase | Share\trepurchase | (1,550) | (2,250) | (1,102) |
| Issuance\tof\tshares\tfor\temployee\tbenefit\tplans |  | (30) | (105) | (22) |
| Issuance\tof\tdebt | Issuance\tof\tdebt | 5,351 | 5,239 | 4,906 |
| Repayment\tof\tdebt |  | (5,098) | (3,918) | (4,679) |
| Cash\tdividends\tto\tshareholders | Cash\tdividends\tto\tshareholders | (323) | (273) | (212) |
| Noncontrolling\tinterests\tand\tother\tfinancing\tactivities |  | (39) | 4 | (27) |
| CASH\tUSED\tFOR\tFINANCING\tACTIVITIES | CASH\tUSED\tFOR\tFINANCING\tACTIVITIES | (1,689) | (1,303) | (1,136) |
| EFFECT\tOF\tEXCHANGE\tRATE\tCHANGES\tON\tCASH\tAND\tCASH\tEQUIVALENTS | EFFECT\tOF\tEXCHANGE\tRATE\tCHANGES\tON\tCASH\tAND\tCASH\tEQUIVALENTS | (172) | (67) | (92) |
| NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | 10 | (103) | 186 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\tBEGINNING\tOF\tYEAR |  | 374 | 477 | 291 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\tEND\tOF\tYEAR | CASH\tAND\tCASH\tEQUIVALENTS\tAT\tEND\tOF\tYEAR | $384 | $374 | $477 |
| Supplemental\tdisclosures: |  |  |  |  |
| Interest\tpaid | Interest\tpaid | $254 | $245 | $206 |
| Income\ttaxes\tpaid,\tnet\tof\trefunds |  | 249 | 337 | 445 |

# 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.

# 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

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:

# 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.

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.

# 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.

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	consists	of	the	following	(in	millions):

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Equity\tearnings | $13 | $12 | $20 |
| Net\tgain\ton\tdisposals\tof\tbusinesses | 82 | 24 | 10 |
| Foreign\tcurrency\tremeasurement\tgain | 30 | 18 | 13 |
| (Loss)\tincome\ton\tfinancial\tinstruments | (24) | (15) | 18 |
| Other | (1) | 5 | 7 |
|  | $100 | $44 | $68 |

# Consolidated	Statements	of	Financial	Position	Information

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

| Years	ended	December	31, | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tyear | $74 | $90 | $118 |
| Provision\tcharged\tto\toperations | 13 | 12 | 9 |
| Accounts\twritten\toff,\tnet\tof\trecoveries | (34) | (33) | (38) |
| Foreign\tcurrency\ttranslation | 5 | 5 | 1 |
| Balance\tat\tend\tof\tyear | $58 | $74 | $90 |

# Other	Current	Assets

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

| As	of	December	31 | 2015 | 2014 |
| :--- | :--- | :--- |
| Taxes\treceivable | $94 | $99 |
| Deferred\ttax\tassets | 232 | 212 |
| Prepaid\texpenses | 130 | 164 |
| Deferred\tproject\tcosts | 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\timprovements | 422 | 413 |
| Computer\tequipment | 358 | 347 |
| Furniture,\tfixtures\tand\tequipment | 315 | 313 |
| Construction\tin\tprogress | 76 | 94 |
| Other | 115 | 124 |
|  | 2,381 | 2,311 |
| Less:\tAccumulated\tdepreciation | 1,616 | 1,546 |
| Fixed\tassets,\tnet | $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\tproject\tcosts | 210 | 250 |
| Investments | 135 | 143 |
| Taxes\treceivable | 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\trevenue | $394 | $408 |
| Taxes\tpayable | 94 | 64 |
| Deferred\ttax\tliability | 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\tpayable | $223 | $210 |
| Leases | 166 | 184 |
| Deferred\trevenue | 159 | 167 |
| Compensation\tand\tbenefits | 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\tSolutions | 4 | 11 |
| HR\tSolutions | 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\tassets: |  |  |
| Goodwill | $18 | $292 |
| Other\tintangible\tassets | 6 | 328 |
| Total\tintangible\tassets | $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\tSolutions | 4 | 2 | 7 |
| HR\tSolutions | 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.

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<br>Solutions | HR<br>Solutions | Total |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2014 | $6,020 | $2,977 | $8,997 |
| Goodwill\trelated\tto\tcurrent\tyear\tacquisitions | 287 | 5 | 292 |
| Goodwill\trelated\tto\tdisposals | (14) | — | (14) |
| Goodwill\trelated\tto\tprior\tyear\tacquisitions | (8) | — | (8) |
| Transfer | (2) | 2 | — |
| Foreign\tcurrency\ttranslation | (372) | (35) | (407) |
| Balance\tas\tof\tDecember\t31,\t2014 | $5,911 | $2,949 | $8,860 |
| Goodwill\trelated\tto\tcurrent\tyear\tacquisitions | 2 | 16 | 18 |
| Goodwill\trelated\tto\tdisposals | (1) | (76) | (77) |
| Goodwill\trelated\tto\tprior\tyear\tacquisitions | — | — | — |
| Transfer | — | — | — |
| Foreign\tcurrency\ttranslation | (319) | (34) | (353) |
| Balance\tas\tof\tDecember\t31,\t2015 | $5,593 | $2,855 | $8,448 |

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

|  | Gross<br>Carrying<br>Amount | 2015<br>Accumulated<br>Amortization | Net<br>Carrying<br>Amount | Gross<br>Carrying<br>Amount | 2014<br>Accumulated<br>Amortization | Net<br>Carrying<br>Amount |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Intangible\tassets\twith\tindefinite\tlives: |  |  |  |  |  |  |
| Tradenames | $1,019 | $— | $1,019 | $1,019 | $— | $1,019 |
| Intangible\tassets\twith\tfinite\tlives: |  |  |  |  |  |  |
| Customer\trelated\tand\tcontract\tbased | 2,886 | 1,809 | 1,077 | 2,952 | 1,579 | 1,373 |
| Technology\tand\tother | 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<br>Solutions | HR<br>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 |

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

| As	of	December	31 | 2015 | 2014 |
| :--- | :--- | :--- |
| 5.00%\tSenior\tNotes\tdue\tSeptember\t2020 | 599 | 599 |
| 4.75%\tSenior\tNotes\tdue\t2045 | 598 | — |
| 3.50%\tSenior\tNotes\tdue\tJune\t2024 | 597 | 597 |
| 4.60%\tSenior\tNotes\tdue\tJune\t2044 | 549 | 549 |
| 2.875%\tSenior\tNotes\tdue\tMay\t2026\t(EUR\t500M) | 545 | 605 |
| 8.205%\tJunior\tSubordinated\tNotes\tdue\tJanuary\t2027 | 521 | 521 |
| 3.125%\tSenior\tNotes\tdue\tMay\t2016 | 500 | 500 |
| 2.80%\tSenior\tNotes\tdue\t2021 | 399 | — |
| 4.00%\tSenior\tNotes\tdue\tNovember\t2023 | 349 | 349 |
| 6.25%\tSenior\tNotes\tdue\tSeptember\t2040 | 298 | 298 |
| 4.76%\tSenior\tNotes\tdue\tMarch\t2018\t(CAD\t375M) | 271 | 322 |
| 4.45%\tSenior\tNotes\tdue\tMay\t2043 | 249 | 248 |
| 4.25%\tSenior\tNotes\tdue\tDecember\t2042 | 196 | 196 |
| 3.50%\tSenior\tNotes\tdue\tSeptember\t2015 | — | 599 |
| Commercial\tpaper | 50 | 168 |
| Other | 16 | 31 |
| Total\tdebt | 5,737 | 5,582 |
| Less\tshort-term\tand\tcurrent\tportion\tof\tlong-term\tdebt | 562 | 783 |
| Total\tlong-term\tdebt | $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.

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	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):

# 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\texpense | $454 | $455 | $520 |
| Less:\tSub\tlease\trental\tincome | (83) | (75) | (77) |
| Net\trental\texpense | $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):

| year,	net	of	sublease	rental	income,	are	as	follows	(in	millions): |  |
| :--- | :--- |
| 2016 | $325 |
| 2017 | 291 |
| 2018 | 267 |
| 2019 | 235 |
| 2020 | 199 |
| Thereafter | 828 |
| Total\tminimum\tpayments\trequired | $2,145 |

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

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Income\tbefore\tincome\ttaxes: |  |  |  |
| 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\ttax\texpense\t(benefit): |  |  |  |
| Current: |  |  |  |
| U.K. | $43 | $1 | $(18) |
| U.S.\tfederal | 137 | 156 | 111 |
| U.S.\tstate\tand\tlocal | 54 | 75 | 52 |
| Other | 256 | 236 | 259 |
| Total\tcurrent\ttax\texpense | $490 | $468 | $404 |
| Deferred\ttax\texpense\t(benefit): |  |  |  |
| U.K. | $(39) | $38 | $43 |
| U.S.\tfederal | (140) | (133) | (48) |
| U.S.\tstate\tand\tlocal | (14) | (24) | 10 |
| Other | (30) | (15) | (19) |
| Total\tdeferred\ttax\tbenefit | $(223) | $(134) | $(14) |
| Total\tincome\ttax\texpense | $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\ttax\trate | 20.3% | 21.5% | 23.0% |
| U.S.\tstate\tincome\ttaxes,\tnet\tof\tU.S.\tfederal\tbenefit | 0.5 | 1.5 | 2.6 |
| Taxes\ton\tinternational\toperations\t(1) | (6.6) | (8.9) | (4.4) |
| Nondeductible\texpenses | 2.2 | 1.7 | 1.4 |
| Adjustments\tto\tprior\tyear\ttax\trequirements | (1.3) | 0.9 | 0.1 |
| Deferred\ttax\tadjustments,\tincluding\tstatutory\trate\tchanges | (0.1) | (0.7) | 1.4 |
| Deferred\ttax\tadjustments,\tinternational\tearnings | — | 1.0 | 3.3 |
| Adjustments\tto\tvaluation\tallowances | (0.6) | 0.6 | (1.7) |
| Change\tin\tuncertain\ttax\tpositions | 1.4 | 1.7 | (0.3) |
| Other\t—\tnet | — | (0.4) | — |
| Effective\ttax\trate | 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\ttax\tassets: |  |  |
| Employee\tbenefit\tplans | $635 | $739 |
| Net\toperating/capital\tloss\tand\ttax\tcredit\tcarryforwards | 349 | 295 |
| Accrued\tinterest | 293 | 303 |
| Other\taccrued\texpenses | 98 | 44 |
| Deferred\trevenue | 65 | 40 |
| Investment\tbasis\tdifferences | 56 | 45 |
| Other | 56 | 6 |
| Total | 1,552 | 1,472 |
| Valuation\tallowance\ton\tdeferred\ttax\tassets | (175) | (205) |
| Total | $1,377 | $1,267 |
| Deferred\ttax\tliabilities: |  |  |
| Intangibles\tand\tproperty,\tplant\tand\tequipment | $(961) | $(1,058) |
| Other\taccrued\texpenses | (99) | (40) |
| Deferred\tcosts | (30) | (28) |
| Unrealized\tforeign\texchange\tgains | (29) | (44) |
| Unremitted\tearnings | (18) | (28) |
| Other | (44) | (28) |
| Total | $(1,181) | $(1,226) |
| Net\tdeferred\ttax\tasset | $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\ttax\tassets\t—\tcurrent\t(1) | $232 | $212 |
| Deferred\ttax\tassets\t—\tnon-current | 141 | 144 |
| Deferred\ttax\tliabilities\t—\tcurrent\t(1) | (1) | (2) |
| Deferred\ttax\tliabilities\t—\tnon-current | (176) | (313) |
| Net\tdeferred\ttax\tasset | $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\tat\tJanuary\t1 | $191 | $164 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 31 | 31 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 53 | 10 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (18) | (6) |
| Settlements | (32) | — |
| Business\tcombinations | — | 5 |
| Lapse\tof\tstatute\tof\tlimitations | (5) | (11) |
| Foreign\tcurrency\ttranslation | (2) | (2) |
| Balance\tat\tDecember\t31 | $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

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.

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

|  |  | Year	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2013 |
| Shares\tfor\tbasic\tearnings\tper\tshare | 280.8 | 295.5 | 311.4 |
| Common\tstock\tequivalents | 3.0 | 4.1 | 4.0 |
| Shares\tfor\tdiluted\tearnings\tper\tshare | 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.

# Accumulated	Other	Comprehensive	Loss

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

|  | Change	in	Fair<br>Value	of	Financial<br>Instruments	(1) | Foreign	Currency<br>Translation<br>Adjustments | Post-Retirement<br>Benefit<br>Obligation	(2) | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1,\t2013 | $(28) | $233 | $(2,815) | $(2,610) |
| Other\tcomprehensive\tloss\tbefore\treclassifications: |  |  |  |  |
| Other\tcomprehensive\tloss\tbefore\treclassifications | 15 | (65) | 336 | 286 |
| Tax\tbenefit | (8) | 1 | (136) | (143) |
| Other\tcomprehensive\tloss\tbefore\treclassifications,\tnet | 7 | (64) | 200 | 143 |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss: |  |  |  |  |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss | 1 | — | 131 | 132 |
| Tax\tbenefit | (1) | — | (38) | (39) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\tnet | — | — | 93 | 93 |
| Net\tcurrent\tperiod\tother\tcomprehensive\t(loss)\tincome | 7 | (64) | 293 | 236 |
| Balance\tat\tDecember\t31,\t2013 | (21) | 169 | (2,522) | (2,374) |
| Other\tcomprehensive\tloss\tbefore\treclassifications: |  |  |  |  |
| Other\tcomprehensive\tloss\tbefore\treclassifications | (13) | (492) | (563) | (1,068) |
| Tax\tbenefit | 4 | (12) | 229 | 221 |
| Other\tcomprehensive\tloss\tbefore\treclassifications,\tnet | (9) | (504) | (334) | (847) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss: |  |  |  |  |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss | 20 | — | 106 | 126 |
| Tax\tbenefit | (7) | — | (32) | (39) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\tnet | 13 | — | 74 | 87 |
| Net\tcurrent\tperiod\tother\tcomprehensive\t(loss)\tincome | 4 | (504) | (260) | (760) |
| Balance\tat\tDecember\t31,\t2014 | (17) | (335) | (2,782) | (3,134) |
| Other\tcomprehensive\tloss\tbefore\treclassifications: |  |  |  |  |
| Other\tcomprehensive\tloss\tbefore\treclassifications | (4) | (467) | 82 | (389) |
| Tax\tbenefit | 1 | 31 | (9) | 23 |
| Other\tcomprehensive\tloss\tbefore\treclassifications,\tnet | (3) | (436) | 73 | (366) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss: |  |  |  |  |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss | 11 | — | 117 | 128 |
| Tax\tbenefit | (16) | — | (35) | (51) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\tnet | (5) | — | 82 | 77 |
| Net\tcurrent\tperiod\tother\tcomprehensive\t(loss)\tincome | (8) | (436) | 155 | (289) |
| Balance\tat\tDecember\t31,\t2015 | $(25) | $(771) | $(2,627) | $(3,423) |

# 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\tand\tCanada | 25 | 30 | 18 |
|  | $200 | $195 | $186 |

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.K. | U.S. |  | Other |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (millions) | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
| Change\tin\tprojected\tbenefit\tobligation |  |  |  |  |  |  |
| At\tJanuary\t1 | $5,529 | $5,106 | $3,350 | $2,744 | $1,399 | $1,252 |
| Service\tcost | 1 | 1 | — | 2 | — | — |
| Interest\tcost | 198 | 230 | 131 | 129 | 33 | 47 |
| Participant\tcontributions | — | — | — | — | — | — |
| Plan\tamendment | 27 | — | — | — | (10) | — |
| Curtailments | — | — | — | — | — | (16) |
| Plan\ttransfer\tand\tacquisitions | (2) | — | (18) | 13 | — | — |
| Actuarial\tloss\t(gain) | (83) | (211) | (25) | 265 | 24 | (5) |
| Benefit\tpayments | (217) | (192) | (133) | (130) | (38) | (51) |
| Actual\texpenses | — | — | — | — | — | (2) |
| Change\tin\tdiscount\trate | (247) | 902 | (145) | 327 | (66) | 324 |
| Foreign\tcurrency\timpact | (221) | (307) | — | — | (165) | (150) |
| At\tDecember\t31 | $4,985 | $5,529 | $3,160 | $3,350 | $1,177 | $1,399 |
| Accumulated\tbenefit\tobligation\tat\tend\tof\tyear | $4,985 | $5,529 | $3,160 | $3,350 | $1,135 | $1,316 |
| Change\tin\tfair\tvalue\tof\tplan\tassets |  |  |  |  |  |  |
| At\tJanuary\t1 | $6,224 | $5,398 | $2,036 | $1,855 | $1,161 | $1,061 |
| Actual\treturn\ton\tplan\tassets | 91 | 1,199 | (60) | 190 | 8 | 253 |
| Participant\tcontributions | — | — | — | — | — | — |
| Employer\tcontributions | 65 | 166 | 108 | 121 | 21 | 28 |
| Plan\ttransfer\tand\tacquisitions | (3) | — | — | — | — | — |
| Benefit\tpayments | (217) | (192) | (133) | (130) | (38) | (51) |
| Actual\tExpenses | — | — | — | — | — | (2) |
| Foreign\tcurrency\timpact | (257) | (347) | — | — | (133) | (128) |
| At\tDecember\t31 | $5,903 | $6,224 | $1,951 | $2,036 | $1,019 | $1,161 |
| Market\trelated\tvalue\tat\tend\tof\tyear | $5,903 | $6,224 | $2,064 | $1,950 | $1,019 | $1,161 |
| Amount\trecognized\tin\tStatement\tof\tFinancial\tPosition\tat\tDecember\t31 |  |  |  |  |  |  |
| Funded\tstatus | $918 | $695 | $(1,209) | $(1,314) | $(158) | $(238) |
|  | 46 | 22 | 9 | 11 | (7) | 3 |
| Unrecognized\tprior-service\tcost |  |  |  |  |  |  |
| Unrecognized\tloss | 1,465 | 1,687 | 1,723 | 1,737 | 389 | 456 |
| Net\tamount\trecognized | $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\tbenefit\tcost\t(1) | $1,012 | $918 | $— | $— | $— | $— |
| Accrued\tbenefit\tliability\t(2) | (94) | (223) | (1,209) | (1,314) | (158) | (238) |
| Accumulated\tother\tcomprehensive\tloss | 1,511 | 1,709 | 1,732 | 1,748 | 382 | 459 |
| Net\tamount\trecognized | $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

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):

|  | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tloss | $1,465 | $1,687 | $1,723 | $1,737 | $389 | $456 |
| Prior\tservice\tcost\t(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\tcost | $1 | $1 | $1 | $— | $2 | $7 | $— | $— | $18 |
| Interest\tcost | 198 | 230 | 210 | 131 | 129 | 114 | 33 | 47 | 45 |
| Expected\treturn\ton\tplan\tassets,\tnet\tof\nadministration\texpenses | (307) | (326) | (302) | (154) | (157) | (139) | (50) | (59) | (59) |
| Amortization\tof\tprior-service\tcost | 1 | 1 | 1 | 2 | 2 | — | — | — | — |
| Amortization\tof\tnet\tactuarial\tloss | 41 | 52 | 49 | 54 | 42 | 52 | 11 | 10 | 23 |
| Curtailment\tgain\tand\tother | — | — | — | — | — | — | — | (2) | — |
| Net\tperiodic\tbenefit\t(income)\tcost | $(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:

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):

| Asset	Category | Balance	at<br>December	31,	2015 | Quoted	Prices	in<br>Active	Markets	for<br>Identical	Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant<br>Unobservable	Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents\t(1) | $33 | $33 | $— | $— |
| Equity\tinvestments:\t(2) |  |  |  |  |
| Large\tcap\tdomestic | 299 | 299 | — | — |
| Small\tcap\tdomestic | 88 | 30 | 58 | — |
| International | 262 | 52 | 210 | — |
| Equity\tderivatives | 203 | 170 | 33 | — |
| Fixed\tincome\tinvestments:\t(3) |  |  |  |  |
| Corporate\tbonds | 484 | — | 148 | 336 |
| Government\tand\tagency\tbonds | 128 | 52 | 76 | — |
| Asset-backed\tsecurities | — | — | — | — |
| Fixed\tincome\tderivatives | 69 | 47 | 22 | — |
| Other\tinvestments: |  |  |  |  |
| Alternative\tinvestments\t(4) | 305 | — | — | 305 |
| Commodity\tderivatives\t(5) | 13 | — | 13 | — |
| Real\testate\tand\tREITS\t(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<br>December	31,	2014 | Quoted	Prices	in<br>Active	Markets	for<br>Identical	Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant<br>Unobservable	Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents\t(1) | $68 | $68 | $— | $— |
| Equity\tinvestments:\t(2) |  |  |  |  |
| Large\tcap\tdomestic | 329 | 329 | — | — |
| Small\tcap\tdomestic | 85 | 22 | 63 | — |
| International | 258 | 114 | 144 | — |
| Equity\tderivatives | 285 | 209 | 76 | — |
| Fixed\tincome\tinvestments:\t(3) |  |  |  |  |
| Corporate\tbonds | 503 | — | 151 | 352 |
| Government\tand\tagency\tbonds | 109 | 29 | 80 | — |
| Asset-backed\tsecurities | 20 | — | 20 | — |
| Fixed\tincome\tderivatives | 49 | — | 49 | — |
| Other\tinvestments: |  |  |  |  |
| Alternative\tinvestments\t(4) | 272 | — | — | 272 |
| Commodity\tderivatives\t(5) | (8) | — | (8) | — |
| Real\testate\tand\tREITS\t(6) | 66 | 66 | — | — |
| Total | $2,036 | $837 | $575 | $624 |

(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<br>Using	Level	3	Inputs |
| :--- | :--- |
| Balance\tat\tJanuary\t1,\t2014 | $266 |
| Actual\treturn\ton\tplan\tassets: |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2014 | 32 |
| Relating\tto\tassets\tsold\tduring\t2014 | 5 |
| Purchases,\tsales\tand\tsettlements—net | 321 |
| Transfer\tin/(out)\tof\tLevel\t3 | — |
| Balance\tat\tDecember\t31,\t2014 | 624 |
| Actual\treturn\ton\tplan\tassets: |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2015 | (4) |
| Relating\tto\tassets\tsold\tduring\t2015 | (3) |
| Purchases,\tsales\tand\tsettlements—net | 24 |
| Transfer\tin/(out)\tof\tLevel\t3 | — |
| Balance\tat\tDecember\t31,\t2015 | $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):

|  | Balance	at<br>December	31,	2015 | Quoted	Prices	in<br>Active	Markets	for<br>Identical	Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant<br>Unobservable	Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $159 | $159 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Global | 360 | 61 | 299 | — |
| Europe | 17 | — | 17 | — |
| Equity\tsecurities\t—\tglobal\t(2) | 133 | 133 | — | — |
| Derivatives\t(2) | 66 | — | 66 | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Fixed\tincome\tsecurities | 283 | — | 259 | 24 |
| Fixed\tincome\tsecurities\t(3) | 3,145 | 2,268 | 877 | — |
| Annuities | 827 | — | — | 827 |
| Derivatives\t(3) | 111 | — | 111 | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Real\testate\t(4) | 65 | — | — | 65 |
| Alternative\tinvestments\t(5) | 717 | — | 4 | 713 |
| Real\testate | 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.

|  | Balance	at<br>December	31,	2014 | Quoted	Prices	in<br>Active	Markets	for<br>Identical	Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant<br>Unobservable	Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $224 | $224 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Global | 203 | — | 203 | — |
| Europe | 16 | — | 16 | — |
| Equity\tsecurities\t—\tglobal\t(2) | 127 | 127 | — | — |
| Derivatives\t(2) | — | — | — | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Fixed\tincome\tsecurities | 279 | — | 279 | — |
| Fixed\tincome\tsecurities\t(3) | 3,292 | 3,292 | — | — |
| Annuities | 836 | — | — | 836 |
| Derivatives\t(3) | 233 | — | 233 | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Real\testate\t(4) | 39 | — | — | 39 |
| Alternative\tinvestments\t(5) | 968 | — | — | 968 |
| Real\testate | 7 | — | — | 7 |
| Total | $6,224 | $3,643 | $731 | $1,850 |

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 | Fair	Value	Measurements	Using	Level	3	Inputs |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Annuities | Real\nEstate | Alternative\nInvestments | Fixed | Total |
| Balance\tat\tJanuary\t1,\t2014 | $564 | $23 | $546 | $— | $1,133 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2014 | (13) | 3 | 319 | — | 309 |
| Relating\tto\tassets\tsold\tduring\t2014 | — | 1 | 5 | — | 6 |
| Purchases,\tsales\tand\tsettlements—net | 333 | 21 | 359 | — | 713 |
| Transfers\tin/(out)\tof\tLevel\t3 | — | — | (206) | — | (206) |
| Foreign\texchange | (48) | (2) | (55) | — | (105) |
| Balance\tat\tDecember\t31,\t2014 | 836 | 46 | 968 | — | 1,850 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2015 | (32) | 11 | (17) | (7) | (45) |
| Relating\tto\tassets\tsold\tduring\t2015 | — | (10) | 2 | (1) | (9) |
| Purchases,\tsales\tand\tsettlements—net | 58 | 41 | 60 | 9 | 168 |
| Transfers\tin/(out)\tof\tLevel\t3 | — | — | (266) | 24 | (242) |
| Foreign\texchange | (35) | (3) | (34) | (1) | (73) |
| Balance\tat\tDecember\t31,\t2015 | $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):

|  | Balance	at<br>December	31,	2015 | Quoted	Prices	in<br>Active	Markets	for<br>Identical	Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant<br>Unobservable	Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $11 | $11 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Global | 270 | — | 270 | — |
| North\tAmerica | 37 | — | 37 | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Fixed\tincome\tsecurities | 576 | — | 576 | — |
| Derivatives | 12 | — | 12 | — |
| Fixed\tincome\tsecurities\t(2) | 30 | — | 30 | — |
| Derivatives\t(2) | 48 | — | 48 | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Commodities | 2 | — | 2 | — |
| REITS\t(3) | 3 | — | 3 | — |
| Alternative\tinvestments\t(4) | 9 | — | — | 9 |
| Derivatives | 21 | — | 21 | — |
| Total | $1,019 | $11 | $999 | $9 |

|  | Balance	at<br>December	31,	2014 | Markets	for	Identical<br>Assets<br>(Level	1) | Significant	Other<br>Observable	Inputs<br>(Level	2) | Significant	Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $12 | $12 | $— | $— |
| Equity\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Global | 295 | — | 295 | — |
| North\tAmerica | 42 | — | 42 | — |
| Fixed\tincome\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Fixed\tincome\tsecurities | 629 | — | 629 | — |
| Derivatives | 18 | — | 18 | — |
| Fixed\tincome\tsecurities\t(2) | 35 | — | 35 | — |
| Derivatives\t(2) | 74 | — | 74 | — |
| Other\tinvestments: |  |  |  |  |
| Pooled\tfunds:\t(1) |  |  |  |  |
| Commodities | 21 | — | 21 | — |
| REITS\t(3) | 3 | — | 3 | — |
| Alternative\tinvestments\t(4) | 8 | — | — | 8 |
| Derivatives | 24 | — | 24 | — |
| Total | $1,161 | $12 | $1,141 | $8 |

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

|  | Fair	Value	Measurements	Using	Level	3	Inputs | Fair	Value	Measurements	Using	Level	3	Inputs |  |
| :--- | :--- | :--- | :--- |
|  | Real\nEstate | Alternative\nInvestments | Total |
| Balance\tat\tJanuary\t1,\t2014 | $17 | $8 | $25 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2014 | — | 1 | 1 |
| Relating\tto\tassets\tsold\tduring\t2014 | — | — | — |
| Purchases,\tsales\tand\tsettlements—net | (17) | — | (17) |
| Transfers\tin/(out)\tof\tLevel\t3 | — | — | — |
| Foreign\texchange | — | (1) | (1) |
| Balance\tat\tDecember\t31,\t2014 | — | 8 | 8 |
| Actual\treturn\ton\tplan\tassets: |  |  |  |
| Relating\tto\tassets\tstill\theld\tat\tDecember\t31,\t2015 | — | 2 | 2 |
| Relating\tto\tassets\tsold\tduring\t2015 | — | — | — |
| Purchases,\tsales\tand\tsettlements—net | — | — | — |
| Transfers\tin/(out)\tof\tLevel\t3 | — | — | — |
| Foreign\texchange | — | (1) | (1) |
| Balance\tat\tDecember\t31,\t2015 | $— | $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\t–\t2025 | 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\tprojected\tbenefit\tobligation | $105 | $116 |
| Fair\tvalue\tof\tplan\tassets | 18 | 19 |
| Funded\tstatus | (87) | (97) |
| Unrecognized\tprior-service\tcredit | (3) | (4) |
| Unrecognized\tloss | 7 | 15 |
| Net\tamount\trecognized | $(83) | $(86) |

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

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Net\tperiodic\tbenefit\tcost\trecognized\t(millions) | $6 | $3 | $4 |
| Weighted-average\tdiscount\trate\tused\tto\tdetermine\tfuture\tbenefit\tobligations | 3.99-4.33% | 3.83\t-\t4.08 | 4.44\t-\t4.95 |
| Weighted-average\tdiscount\trate\tused\tto\tdetermine\tnet\tperiodic\tbenefit\tcosts | 3.83-4.08% | 4.44\t-\t4.95 | 3.67\t-\t4.00 |

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\tshare\tunits\t("RSUs") | $201 | $187 | $174 |
| Performance\tshare\tawards\t("PSAs") | 127 | 132 | 117 |
| Share\toptions | — | — | 2 |
| Employee\tshare\tpurchase\tplans | 11 | 9 | 7 |
| Total\tshare-based\tcompensation\texpense | 339 | 328 | 300 |
| Tax\tbenefit | 95 | 94 | 81 |
| Share-based\tcompensation\texpense,\tnet\tof\ttax | $244 | $234 | $219 |

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\nValue\t(1) | Shares | Fair\nValue\t(1) | Shares | Fair\nValue\t(1) |
| Non-vested\tat\tbeginning\tof\tyear | 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\tat\tend\tof\tyear | 7,167 | 77 | 8,381 | 63 | 9,759 | 51 |

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

grant.

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\tPSAs\tgranted | 993 | 816 | 1,135 |
| Weighted\taverage\tfair\tvalue\tper\tshare\tat\tdate\tof\tgrant | $96 | $81 | $58 |
| Number\tof\tshares\tthat\twould\tbe\tissued\tbased\ton\tcurrent\tperformance\tlevels | 982 | 1,591 | 2,191 |
| Unamortized\texpense,\tbased\ton\tcurrent\tperformance\tlevels | $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

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\nExercise\tPrice\tPer\nShare | Shares | Weighted-Average\nExercise\tPrice\tPer\nShare | Shares | Weighted-Average\nExercise\tPrice\tPer\nShare |
| Beginning\toutstanding | 2,300 | $32 | 3,462 | $32 | 5,611 | $32 |
| Granted | — | — | — | — | — | — |
| Exercised | (1,450) | 27 | (1,155) | 33 | (2,116) | 32 |
| Forfeited\tand\texpired | (13) | 39 | (7) | 37 | (33) | 34 |
| Outstanding\tat\tend\tof\tyear | 837 | 40 | 2,300 | 32 | 3,462 | 32 |
| Exercisable\tat\tend\tof\tyear | 837 | 40 | 2,273 | 32 | 3,270 | 32 |
| Shares\tavailable\tfor\tgrant | 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\tof\tExercise\nPrices | Shares\nOutstanding | Weighted-Average\nRemaining\nContractual\nLife\t(years) | Weighted-Average\nExercise\tPrice\nPer\tShare | Shares\nExercisable | Weighted-Average\nRemaining\nContractual\nLife\t(years) | Weighted-Average\nExercise\tPrice\nPer\tShare |
| \t\t19.54\t-\t25.51 | 79 | 2.18 | $20.18 | 79 | 2.18 | $20.18 |
| 25.52\t-\t32.53 | 25 | 1.93 | 29.15 | 25 | 1.93 | 29.15 |
| 32.54\t-\t36.88 | 160 | 1.14 | 35.77 | 160 | 1.14 | 35.77 |
| 36.89\t-\t43.44 | 247 | 3.12 | 39.32 | 247 | 3.12 | 39.32 |
| 43.45\t-\t52.93 | 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\tintrinsic\tvalue\tof\tstock\toptions\texercised | $104 | $61 | $73 |
| Cash\treceived\tfrom\tthe\texercise\tof\tstock\toptions | 40 | 38 | 61 |
| Tax\tbenefit\trealized\tfrom\tthe\texercise\tof\tstock\toptions | 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

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 | Notional	Amount | Derivative	Assets	(1) |  | Derivative	Liabilities	(2) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| As\tof\tDecember\t31 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
| Foreign\texchange\tcontracts: |  |  |  |  |  |  |
| \t\tAccounted\tfor\tas\thedges | 778 | 1,200 | 32 | 46 | 18 | 58 |
| \t\tNot\taccounted\tfor\tas\thedges\t(3) | 280 | 165 | — | — | — | — |
| Total | $1,058 | $1,365 | $32 | $46 | $18 | $58 |

(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):

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

| 2014,	respectively) |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Offsetting\tof\tfinancial\tliabilities\tand\tderivative\tliabilities\tare\tas\tfollows\t(in\tmillions): |  |  |  |  |  |  |
|  | Gross\tAmounts\tof\tRecognized\tLiabilities | Gross\tAmounts\tof\tRecognized\tLiabilities | Gross\tAmounts\tOffset\tin\tthe\tStatement\tof\nFinancial\tPosition | Gross\tAmounts\tOffset\tin\tthe\tStatement\tof\nFinancial\tPosition | Net\tAmounts\tof\tLiabilities\tPresented\tin\tthe | Statement\tof\tFinancial\tPosition\t(2) |
| Derivatives\taccounted\tfor\tas\thedges: | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
| Foreign\texchange\tcontracts | 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):

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

|  |  |  | Twelve	months	ended	December	31, | Twelve	months	ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2015 | Amount\tof\tGain\t(Loss)\nRecognized\tin\tIncome\ton\nDerivative\t(1)\n2014 | 2013 | 2015 | Amount\tof\tGain\t(Loss)\nRecognized\tin\tIncome\ton\nRelated\tHedged\tItem\n2014 | 2013 |
| Fair\tvalue\thedges:\nForeign\texchange\tcontracts\t(2) | $— | $(9) | $(8) | $— | $9 | $8 |

(1) Included	in	interest	expense

(2) Relates	to	fixed	rate

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;

•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):

|  | Balance	at	December	31,<br>2015 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets	(Level	1) | Significant<br>Other<br>Observable<br>Inputs	(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tfunds\t(1) | $1,396 | $1,396 | $— | $— |
| Other\tinvestments: |  |  |  |  |
| Corporate\tbonds | — | — | — | — |
| Government\tbonds | 1 | — | 1 | — |
| Equity\tinvestments | 10 | 6 | 4 | — |
| Derivatives\t(2): |  |  |  |  |
| Interest\trate\tcontracts | — | — | — | — |
| Foreign\texchange\tcontracts | 32 | — | 32 | — |
| Liabilities: |  |  |  |  |
| Derivatives: |  |  |  |  |
| Foreign\texchange\tcontracts | 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.

|  | Balance	at	December	31,<br>2014 | Quoted	Prices	in<br>Active	Markets<br>for	Identical<br>Assets	(Level	1) | Significant<br>Other<br>Observable<br>Inputs	(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tfunds\t(1) | $1,850 | $1,850 | $— | $— |
| Other\tinvestments: |  |  |  |  |
| Corporate\tbonds | 1 | — | — | 1 |
| Government\tbonds | 6 | — | 6 | — |
| Equity\tinvestments | 11 | 6 | 5 | — |
| Derivatives\t(2): |  |  |  |  |
| Interest\trate\tcontracts | — | — | — | — |
| Foreign\texchange\tcontracts | 46 | — | 46 | — |
| Liabilities: |  |  |  |  |
| Derivatives: |  |  |  |  |
| Foreign\texchange\tcontracts | 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.

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\nValue |  | Fair\nValue | Carrying\nValue |  | Fair\nValue |
| Long-term\tdebt | $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.

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

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Risk\tSolutions | $7,426 | $7,834 | $7,789 |
| HR\tSolutions | 4,303 | 4,264 | 4,057 |
| Intersegment\teliminations | (47) | (53) | (31) |
| Total\trevenue | $11,682 | $12,045 | $11,815 |

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Retail\tbrokerage | $6,044 | $6,334 | $6,256 |
| Reinsurance\tbrokerage | 1,361 | 1,474 | 1,505 |
| Total\tRisk\tSolutions\tSegment | 7,405 | 7,808 | 7,761 |
| Consulting\tservices | 1,686 | 1,700 | 1,626 |
| Outsourcing | 2,658 | 2,607 | 2,469 |
| Intrasegment | (41) | (43) | (38) |
| Total\tHR\tSolutions\tSegment | 4,303 | 4,264 | 4,057 |
| Intersegment | (47) | (53) | (31) |
| Total\tcommissions,\tfees\tand\tother\trevenue | $11,661 | $12,019 | $11,787 |

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

| Years	ended	December	31 | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Risk\tSolutions | $21 | $26 | $28 |
| HR\tSolutions | — | — | — |
| Total\tfiduciary\tinvestment\tincome | $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\tSolutions | $1,506 | $1,648 | $1,540 |
| HR\tSolutions | 536 | 485 | 318 |
| Segment\tincome\tbefore\tincome\ttaxes | 2,042 | 2,133 | 1,858 |
| Unallocated\texpenses | (194) | (167) | (187) |
| Interest\tincome | 14 | 10 | 9 |
| Interest\texpense | (273) | (255) | (210) |
| Other\tincome | 100 | 44 | 68 |
| Income\tbefore\tincome\ttaxes | $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<br>States | Americas<br>other	than<br>U.S. | United<br>Kingdom | Europe,<br>Middle	East,<br>&amp;	Africa | Asia<br>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<br>States | Americas<br>other	than<br>U.S. | United<br>Kingdom | Europe,<br>Middle	East,<br>&amp;	Africa | Asia<br>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

| (millions) | Aon	plc | Aon	Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |  |
| Commissions,\tfees\tand\tother | $— | $— | $11,661 | $— | $11,661 |
| Fiduciary\tinvestment\tincome | — | — | 21 | — | 21 |
| Total\trevenue | — | — | 11,682 | — | 11,682 |
| Expenses |  |  |  |  |  |
| Compensation\tand\tbenefits | 136 | 32 | 6,669 | — | 6,837 |
| Other\tgeneral\texpenses | 8 | 7 | 2,982 | — | 2,997 |
| Total\toperating\texpenses | 144 | 39 | 9,651 | — | 9,834 |
| Operating\t(loss)\tincome | (144) | (39) | 2,031 | — | 1,848 |
| Interest\tincome | (19) | 14 | 19 | — | 14 |
| Interest\texpense | (121) | (130) | (22) | — | (273) |
| Intercompany\tinterest\tincome\t(expense) | 429 | (479) | 50 | — | — |
| Intercompany\tother\tincome\t(expense) | 302 | (422) | 120 | — | — |
| Other\tIncome | (1) | — | 101 | — | 100 |
| Income\t(loss)\tbefore\ttaxes | 446 | (1,056) | 2,299 | — | 1,689 |
| Income\ttax\texpense\t(benefit) | 45 | (262) | 484 | — | 267 |
| Income\t(loss)\tbefore\tequity\tin\tearnings\tof\nsubsidiaries | 401 | (794) | 1,815 | — | 1,422 |
| Equity\tin\tearnings\tof\tsubsidiaries,\tnet\tof\ntax | 984 | 1,319 | 525 | (2,828) | — |
| Net\tincome | 1,385 | 525 | 2,340 | (2,828) | 1,422 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 37 | — | 37 |
| Net\tincome\tattributable\tto\tAon\nshareholders | $1,385 | $525 | $2,303 | $(2,828) | $1,385 |

| (millions) | Aon	plc | Aon	Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |  |
| Commissions,\tfees\tand\tother | $— | $— | $12,019 | $— | $12,019 |
| Fiduciary\tinvestment\tincome | — | — | 26 | — | 26 |
| Total\trevenue | — | — | 12,045 | — | 12,045 |
| Expenses |  |  |  |  |  |
| Compensation\tand\tbenefits | 140 | 16 | 6,858 | — | 7,014 |
| Other\tgeneral\texpenses | 3 | 5 | 3,057 | — | 3,065 |
| Total\toperating\texpenses | 143 | 21 | 9,915 | — | 10,079 |
| Operating\t(loss)\tincome | (143) | (21) | 2,130 | — | 1,966 |
| Interest\tincome | (9) | 2 | 17 | — | 10 |
| Interest\texpense | (75) | (139) | (41) | — | (255) |
| Intercompany\tinterest\tincome\t(expense) | 449 | (298) | (151) | — | — |
| Intercompany\tother\tincome\t(expense) | 342 | (390) | 48 | — | — |
| Other\tincome | 2 | 5 | 37 | — | 44 |
| Income\t(loss)\tbefore\ttaxes | 566 | (841) | 2,040 | — | 1,765 |
| Income\ttax\texpense\t(benefit) | 74 | (192) | 452 | — | 334 |
| Income\t(loss)\tbefore\tequity\tin\tearnings\tof\nsubsidiaries | 492 | (649) | 1,588 | — | 1,431 |
| Equity\tin\tearnings\tof\tsubsidiaries,\tnet\tof\ntax | 905 | 1,214 | 565 | (2,684) | — |
| Net\tincome | 1,397 | 565 | 2,153 | (2,684) | 1,431 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 34 | — | 34 |
| Net\tincome\tattributable\tto\tAon\nshareholders | $1,397 | $565 | $2,119 | $(2,684) | $1,397 |

| (millions) | Aon	plc | Aon	Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustment | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenue |  |  |  |  |  |
| Commissions,\tfees\tand\tother | $3 | $— | $11,784 | $— | $11,787 |
| Fiduciary\tinvestment\tincome | — | — | 28 | — | 28 |
| Total\trevenue | 3 | — | 11,812 | — | 11,815 |
| Expenses |  |  |  |  |  |
| Compensation\tand\tbenefits | 111 | 50 | 6,784 | — | 6,945 |
| Other\tgeneral\texpenses | — | — | 3,199 | — | 3,199 |
| Total\toperating\texpenses | 111 | 50 | 9,983 | — | 10,144 |
| Operating\t(loss)\tincome | (108) | (50) | 1,829 | — | 1,671 |
| Interest\tincome | — | 3 | 6 | — | 9 |
| Interest\texpense | (20) | (138) | (52) | — | (210) |
| Intercompany\tinterest\t(expense)\tincome | 120 | 24 | (144) | — | — |
| Intercompany\tother\t(expense)\tincome | 38 | (168) | 130 | — | — |
| Other\tincome\t(expense) | — | 19 | 49 | — | 68 |
| (Loss)\tincome\tbefore\ttaxes | 30 | (310) | 1,818 | — | 1,538 |
| Income\ttax\t(benefit)\texpense | 12 | (64) | 442 | — | 390 |
| (Loss)\tincome\tbefore\tequity\tin\tearnings\nof\tsubsidiaries | 18 | (246) | 1,376 | — | 1,148 |
| Equity\tin\tearnings\tof\tsubsidiaries,\tnet\tof\ntax | 1,095 | 1,061 | 815 | (2,971) | — |
| Net\tincome | 1,113 | 815 | 2,191 | (2,971) | 1,148 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 35 | — | 35 |
| Net\tincome\tattributable\tto\tAon\nshareholders | $1,113 | $815 | $2,156 | $(2,971) | $1,113 |

# Condensed	Consolidating	Statement	of	Comprehensive	Income

| (millions) | Aon	plc | Aon	Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $1,385 | $525 | $2,340 | $(2,828) | $1,422 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 37 | — | 37 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,385 | $525 | $2,303 | $(2,828) | $1,385 |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax: |  |  |  |  |  |
| Change\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | — | (8) | — | (8) |
| Foreign\tcurrency\ttranslation\tadjustments | — | (47) | (395) | — | (442) |
| Post-retirement\tbenefit\tobligation | — | 12 | 143 | — | 155 |
| Total\tother\tcomprehensive\tloss | — | (35) | (260) | — | (295) |
| Equity\tin\tother\tcomprehensive\tloss\tof\nsubsidiaries,\tnet\tof\ttax | (289) | (268) | (303) | 860 | — |
| Less:\tOther\tcomprehensive\tloss\tattributable\nto\tnoncontrolling\tinterests | — | — | (6) | — | (6) |
| Total\tother\tcomprehensive\tloss\tattributable\tto\tAon\nshareholders | (289) | (303) | (557) | 860 | (289) |
| Comprehensive\tincome\tattributable\tto\tAon\nshareholders | $1,096 | $222 | $1,746 | $(1,968) | $1,096 |

| (millions) | Aon	plc | Aon	Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $1,397 | $565 | $2,153 | $(2,684) | $1,431 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 34 | — | 34 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,397 | $565 | $2,119 | $(2,684) | $1,397 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax: |  |  |  |  |  |
| Change\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | (3) | 7 | — | 4 |
| Foreign\tcurrency\ttranslation\tadjustments | — | (31) | (476) | — | (507) |
| Post-retirement\tbenefit\tobligation | — | (315) | 55 | — | (260) |
| Total\tother\tcomprehensive\tloss | — | (349) | (414) | — | (763) |
| Equity\tin\tother\tcomprehensive\tincome\tof\nsubsidiaries,\tnet\tof\ttax | (760) | (411) | (760) | 1,931 | — |
| Less:\tOther\tcomprehensive\tloss\tattributable\nto\tnoncontrolling\tinterests | — | — | (3) | — | (3) |
| Total\tother\tcomprehensive\tincome\tattributable\tto\nAon\tshareholders | (760) | (760) | (1,171) | 1,931 | (760) |
| Comprehensive\tincome\tattributable\tto\tAon\nshareholders | $637 | $(195) | $948 | $(753) | $637 |

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $1,113 | $815 | $2,191 | $(2,971) | $1,148 |
| Less:\tNet\tincome\tattributable\tto\nnoncontrolling\tinterests | — | — | 35 | — | 35 |
| Net\tincome\tattributable\tto\tAon\tshareholders | $1,113 | $815 | $2,156 | $(2,971) | $1,113 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax: |  |  |  |  |  |
| Change\tin\tfair\tvalue\tof\tfinancial\tinstruments | — | 5 | 2 | — | 7 |
| Foreign\tcurrency\ttranslation\tadjustments | — | (60) | (5) | — | (65) |
| Post-retirement\tbenefit\tobligation | — | 223 | 70 | — | 293 |
| Total\tother\tcomprehensive\tloss | — | 168 | 67 | — | 235 |
| Equity\tin\tother\tcomprehensive\tloss\tof\nsubsidiaries,\tnet\tof\ttax | 236 | 69 | 237 | (542) | — |
| Less:\tOther\tcomprehensive\tincome\nattributable\tto\tnoncontrolling\tinterests | — | — | (1) | — | (1) |
| Total\tother\tcomprehensive\tloss\tattributable\tto\tAon\nshareholders | 236 | 237 | 305 | (542) | 236 |
| Comprehensive\tincome\tattributable\tto\tAon\nshareholders | $1,349 | $1,052 | $2,461 | $(3,513) | $1,349 |

# Condensed	Consolidating	Statement	of	Financial	Position

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| ASSETS |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $— | $2,083 | $1,242 | $(2,941) | $384 |
| Short-term\tinvestments | — | 209 | 147 | — | 356 |
| Receivables,\tnet | 1 | — | 2,733 | — | 2,734 |
| Fiduciary\tassets | — | — | 9,932 | — | 9,932 |
| Intercompany\treceivables | 432 | 1,950 | 7,957 | (10,339) | — |
| Other\tcurrent\tassets | 3 | 218 | 347 | (2) | 566 |
| Total\tCurrent\tAssets | 436 | 4,460 | 22,358 | (13,282) | 13,972 |
| Goodwill | — | — | 8,448 | — | 8,448 |
| Intangible\tassets,\tnet | — | — | 2,180 | — | 2,180 |
| Fixed\tassets,\tnet | — | — | 765 | — | 765 |
| Deferred\ttax\tassets | 154 | 558 | 107 | (678) | 141 |
| Intercompany\treceivables | 375 | 526 | 8,633 | (9,534) | — |
| Prepaid\tPension | — | 6 | 1,027 | — | 1,033 |
| Other\tnon-current\tassets | 28 | 124 | 557 | (84) | 625 |
| Investment\tin\tsubsidiary | 11,804 | 16,534 | 369 | (28,707) | — |
| TOTAL\tASSETS | $12,797 | $22,208 | $44,444 | $(52,285) | $27,164 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |
| Fiduciary\tliabilities | $— | $— | $9,932 | $— | $9,932 |
| Short-term\tdebt\tand\tcurrent\tportion\tof\nlong-term\tdebt | — | 550 | 12 | — | 562 |
| Accounts\tpayable\tand\taccrued\tliabilities | 2,988 | 45 | 1,680 | (2,941) | 1,772 |
| Intercompany\tpayables | 167 | 9,518 | 654 | (10,339) | — |
| Other\tcurrent\tliabilities | 47 | 56 | 720 | (3) | 820 |
| Total\tCurrent\tLiabilities | 3,202 | 10,169 | 12,998 | (13,283) | 13,086 |
| Long-term\tdebt | 3,482 | 1,418 | 275 | — | 5,175 |
| Deferred\ttax\tliabilities | — | — | 854 | (678) | 176 |
| Pension,\tother\tpost-retirement\tand\tother\npost-employment\tliabilities | — | 1,313 | 482 | — | 1,795 |
| Intercompany\tpayables | — | 8,799 | 735 | (9,534) | — |
| Other\tnon-current\tliabilities | 7 | 140 | 705 | (83) | 769 |
| TOTAL\tLIABILITIES | 6,691 | 21,839 | 16,049 | (23,578) | 21,001 |
| TOTAL\tAON\tSHAREHOLDERS'\nEQUITY | 6,106 | 369 | 28,338 | (28,707) | 6,106 |
| Noncontrolling\tinterests | — | — | 57 | — | 57 |
| TOTAL\tEQUITY | 6,106 | 369 | 28,395 | (28,707) | 6,163 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | $12,797 | $22,208 | $44,444 | $(52,285) | $27,164 |

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| ASSETS |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $— | $2,727 | $1,361 | $(3,714) | $374 |
| Short-term\tinvestments | — | 165 | 229 | — | 394 |
| Receivables,\tnet | — | — | 2,815 | — | 2,815 |
| Fiduciary\tassets | — | — | 11,638 | — | 11,638 |
| Intercompany\treceivables | 455 | 2,814 | 9,156 | (12,425) | — |
| Other\tcurrent\tassets | 2 | 226 | 407 | (33) | 602 |
| Total\tCurrent\tAssets | 457 | 5,932 | 25,606 | (16,172) | 15,823 |
| Goodwill | — | — | 8,860 | — | 8,860 |
| Intangible\tassets,\tnet | — | — | 2,520 | — | 2,520 |
| Fixed\tassets,\tnet | — | — | 765 | — | 765 |
| Deferred\ttax\tassets | 159 | 570 | 113 | (698) | 144 |
| Intercompany\treceivables | 7,399 | 600 | 111 | (8,110) | — |
| Prepaid\tPension | — | 6 | 927 | — | 933 |
| Other\tnon-current\tassets | 20 | 121 | 678 | (92) | 727 |
| Investment\tin\tsubsidiary | 4,962 | 15,200 | 1,880 | (22,042) | — |
| TOTAL\tASSETS | $12,997 | $22,429 | $41,460 | $(47,114) | $29,772 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |
| Fiduciary\tliabilities | $— | $— | $11,638 | $— | $11,638 |
| Short-term\tdebt\tand\tcurrent\tportion\tof\nlong-term\tdebt | — | 767 | 16 | — | 783 |
| Accounts\tpayable\tand\taccrued\tliabilities | 3,755 | 58 | 1,706 | (3,714) | 1,805 |
| Intercompany\tpayables | 122 | 8,960 | 3,343 | (12,425) | — |
| Other\tcurrent\tliabilities | — | 49 | 772 | (33) | 788 |
| Total\tCurrent\tLiabilities | 3,877 | 9,834 | 17,475 | (16,172) | 15,014 |
| Long-term\tdebt | 2,544 | 1,917 | 338 | — | 4,799 |
| Deferred\ttax\tliabilities | — | — | 1,011 | (698) | 313 |
| Pension,\tother\tpost-retirement\tand\tother\npost-employment\tliabilities | — | 1,396 | 745 | — | 2,141 |
| Intercompany\tpayables | — | 7,277 | 833 | (8,110) | — |
| Other\tnon-current\tliabilities | 5 | 125 | 836 | (92) | 874 |
| TOTAL\tLIABILITIES | 6,426 | 20,549 | 21,238 | (25,072) | 23,141 |
| TOTAL\tAON\tSHAREHOLDERS'\nEQUITY | 6,571 | 1,880 | 20,162 | (22,042) | 6,571 |
| Noncontrolling\tinterests | — | — | 60 | — | 60 |
| TOTAL\tEQUITY | 6,571 | 1,880 | 20,222 | (22,042) | 6,631 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | $12,997 | $22,429 | $41,460 | $(47,114) | $29,772 |

# Condensed	Consolidating	Statement	of	Cash	Flows

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\nACTIVITIES |  |  |  |  |  |
| CASH\tPROVIDED\tBY\t(USED\tFOR)\nOPERATING\tACTIVITIES | $695 | $464 | $2,523 | $(1,673) | $2,009 |
| CASH\tFLOWS\tFROM\tINVESTING\nACTIVITIES |  |  |  |  |  |
| Proceeds\tfrom\tinvestments | — | 27 | 193 | — | 220 |
| Payments\tfor\tinvestments | (13) | (47) | (219) | 13 | (266) |
| Net\t(purchases)\tsales\tof\tshort-term\tinvestments\t-\nnon-fiduciary | — | (42) | 51 | — | 9 |
| Acquisition\tof\tbusinesses,\tnet\tof\tcash\tacquired | — | — | (16) | — | (16) |
| Proceeds\tfrom\tsale\tof\tbusinesses | — | — | 205 | — | 205 |
| Capital\texpenditures | — | — | (290) | — | (290) |
| CASH\tUSED\tFOR\t(PROVIDED\tBY)\nINVESTING\tACTIVITIES | (13) | (62) | (76) | 13 | (138) |
| CASH\tFLOWS\tFROM\tFINANCING\nACTIVITIES |  |  |  |  |  |
| Share\trepurchase | (1,550) | — | — | — | (1,550) |
| Advances\tfrom\t(to)\taffiliates\tand\tother\t(1) | 232 | (326) | (2,339) | 2,433 | — |
| Issuance\tof\tshares\tfor\temployee\tbenefit\tplans | (29) | — | (1) | — | (30) |
| Issuance\tof\tdebt | 1,318 | 4,026 | 7 | — | 5,351 |
| Repayment\tof\tdebt | (330) | (4,746) | (22) | — | (5,098) |
| Cash\tdividends\tto\tshareholders | (323) | — | — | — | (323) |
| Noncontrolling\tinterests\tand\tother\tfinancing\nactivities | — | — | (39) | — | (39) |
| CASH\t(USED\tFOR)\tPROVIDED\tBY\nFINANCING\tACTIVITIES | (682) | (1,046) | (2,394) | 2,433 | (1,689) |
| EFFECT\tOF\tEXCHANGE\tRATE\tCHANGES\tON\nCASH\tAND\tCASH\tEQUIVALENTS | — | — | (172) | — | (172) |
| NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\nCASH\tEQUIVALENTS | — | (644) | (119) | 773 | 10 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\nBEGINNING\tOF\tYEAR | — | 2,727 | 1,361 | (3,714) | 374 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\tEND\tOF\nPERIOD | $— | $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.

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\nACTIVITIES |  |  |  |  |  |
| CASH\tPROVIDED\tBY\t(USED\tFOR)\nOPERATING\tACTIVITIES | $769 | $(927) | $1,970 | $— | $1,812 |
| CASH\tFLOWS\tFROM\tINVESTING\nACTIVITIES |  |  |  |  |  |
| Proceeds\tfrom\tinvestments | — | 39 | 13 | — | 52 |
| Payments\tfor\tinvestments | — | (20) | — | — | (20) |
| Net\tpurchases\tof\tshort-term\tinvestments\t-\tnon-\nfiduciary | — | (3) | 113 | — | 110 |
| Acquisition\tof\tbusinesses,\tnet\tof\tcash\tacquired | — | — | (479) | — | (479) |
| Proceeds\tfrom\tsale\tof\tbusinesses | — | — | 48 | — | 48 |
| Capital\texpenditures | — | — | (256) | — | (256) |
| CASH\tUSED\tFOR\tINVESTING\nACTIVITIES | — | 16 | (561) | — | (545) |
| CASH\tFLOWS\tFROM\tFINANCING\nACTIVITIES |  |  |  |  |  |
| Share\trepurchase | (2,250) | — | — | — | (2,250) |
| Advances\tfrom\t(to)\taffiliates\tand\tother\t(1) | 19 | 3,215 | (536) | (2,698) | — |
| Issuance\tof\tshares\tfor\temployee\tbenefit\tplans | (105) | — | — | — | (105) |
| Issuance\tof\tdebt | 2,908 | 2,326 | 5 | — | 5,239 |
| Repayment\tof\tdebt | (1,068) | (2,150) | (700) | — | (3,918) |
| Cash\tdividends\tto\tshareholders | (273) | — | — | — | (273) |
| Noncontrolling\tinterests\tand\tother\tfinancing\nactivities | — | — | 4 | — | 4 |
| CASH\t(USED\tFOR)\tPROVIDED\tBY\nFINANCING\tACTIVITIES | (769) | 3,391 | (1,227) | (2,698) | (1,303) |
| EFFECT\tOF\tEXCHANGE\tRATE\tCHANGES\tON\nCASH\tAND\tCASH\tEQUIVALENTS | — | — | (67) | — | (67) |
| NET\t(DECREASE)\tINCREASE\tIN\tCASH\tAND\nCASH\tEQUIVALENTS | — | 2,480 | 115 | (2,698) | (103) |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\nBEGINNING\tOF\tYEAR | — | 247 | 1,246 | (1,016) | 477 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\tEND\tOF\nPERIOD | $— | $2,727 | $1,361 | $(3,714) | $374 |

| (millions) | Aon	plc | Aon<br>Corporation | Non-Guarantor<br>Subsidiaries | Consolidating<br>Adjustments | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\nACTIVITIES |  |  |  |  |  |
| CASH\tPROVIDED\tBY\t(USED\tFOR)\nOPERATING\tACTIVITIES | $70 | $(441) | $2,124 | $— | $1,753 |
| CASH\tFLOWS\tFROM\tINVESTING\nACTIVITIES |  |  |  |  |  |
| Proceeds\tfrom\tinvestments | — | 8 | 85 | — | 93 |
| Payments\tfor\tinvestments | — | (15) | — | — | (15) |
| Net\tsales\tof\tshort-term\tinvestments\t-\tnon-fiduciary | — | (74) | (100) | — | (174) |
| Acquisition\tof\tbusinesses,\tnet\tof\tcash\tacquired | — | — | (54) | — | (54) |
| Proceeds\tfrom\tsale\tof\tbusinesses | — | 7 | 33 | — | 40 |
| Capital\texpenditures | — | — | (229) | — | (229) |
| CASH\t(USED\tFOR)\tPROVIDED\tBY\nINVESTING\tACTIVITIES | — | (74) | (265) | — | (339) |
| CASH\tFLOWS\tFROM\tFINANCING\nACTIVITIES |  |  |  |  |  |
| Share\trepurchase | (1,102) | — | — | — | (1,102) |
| Advances\tfrom\t(to)\taffiliates | 460 | 996 | (479) | (977) | — |
| Issuance\tof\tshares\tfor\temployee\tbenefit\tplans | (22) | — | — | — | (22) |
| Issuance\tof\tdebt | 1,730 | 2,944 | 232 | — | 4,906 |
| Repayment\tof\tdebt | (1,055) | (3,377) | (247) | — | (4,679) |
| Cash\tdividends\tto\tshareholders | (212) | — | — | — | (212) |
| Noncontrolling\tinterests\tand\tother\tfinancing\nactivities |  | — | (27) | — | (27) |
| CASH\tPROVIDED\tBY\t(USED\tFOR)\nFINANCING\tACTIVITIES | (201) | 563 | (521) | (977) | (1,136) |
| EFFECT\tOF\tEXCHANGE\tRATE\tCHANGES\tON\nCASH\tAND\tCASH\tEQUIVALENTS | — | — | (92) | — | (92) |
| NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\nCASH\tEQUIVALENTS | (131) | 48 | 1,246 | (977) | 186 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\nBEGINNING\tOF\tYEAR | 131 | 199 | — | (39) | 291 |
| CASH\tAND\tCASH\tEQUIVALENTS\tAT\tEND\tOF\nPERIOD | $— | $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):

# Item	9.				Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure.

# Item	9A.				Controls	and	Procedures.

# Evaluation	of	Disclosure	Controls	and	Procedures

We	have	conducted	an	evaluation	of	the	effectiveness	of	the	design	and	operation	of	our	disclosure	controls	and	procedures,	as	defined	in	Rules	13a-15(e)	and 15d-15(e)	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act")	as	of	the	end	of	the	period	covered	by	this	annual	report	of	December	31,	2015. Based	on	this	evaluation,	our	chief	executive	officer	and	chief	financial	officer	concluded	as	of	December	31,	2015	that	our	disclosure	controls	and	procedures	were effective	such	that	the	information	relating	to	Aon,	including	our	consolidated	subsidiaries,	required	to	be	disclosed	in	our	SEC	reports	is	recorded,	processed, summarized	and	reported	within	the	time	periods	specified	in	SEC	rules	and	forms,	and	is	accumulated	and	communicated	to	Aon's	management,	including	our	chief executive	officer	and	chief	financial	officer,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

# Management's	Report	on	Internal	Control	Over	Financial	Reporting

Management	of	Aon	plc	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	as	defined	in	Rules	13a-15(f)	and	15d- 15(f)	under	the	Exchange	Act.	The	Company's	internal	control	over	financial	reporting	is	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	U.S.	generally	accepted	accounting	principles.	Because	of	its	inherent limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness	to	future	periods	are subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may deteriorate.

Under	the	supervision	and	with	the	participation	of	our	senior	management,	including	our	chief	executive	officer	and	chief	financial	officer,	we	assessed	the effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2015.	In	making	this	assessment,	we	used	the	criteria	set	forth	by	the	Committee	of Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	the	Internal	Control	—	Integrated	Framework	(2013	Framework).	Based	on	this	assessment, management	has	concluded	our	internal	control	over	financial	reporting	is	effective	as	of	December	31,	2015.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2015	has	been	audited	by	Ernst	&	Young,	LLP,	the	Company's	independent registered	public	accounting	firm,	as	stated	in	their	report	titled	"Report	of	Independent	Registered	Public	Accounting	Firm	on	Internal	Control	Over	Financial Reporting."

# Changes	in	Internal	Control	Over	Financial	Reporting

No	changes	in	Aon's	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Exchange	Act)	occurred	during	2015	that	have	materially affected,	or	that	are	reasonably	likely	to	materially	affect,	Aon's	internal	control	over	financial	reporting.

# Report	of	Independent	Registered	Public	Accounting	Firm	on	Internal	Control	Over	Financial	Reporting

We	have	audited	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)	(the	COSO	criteria).	Aon	plc's	management	is responsible	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting included	in	the	accompanying	Management's	Report	on	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	the	company's	internal control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	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	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions	or	that	the	degree	of	compliance	with	the policies	or	procedures	may	deteriorate.

In	our	opinion,	Aon	plc	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2015,	based	on	the	COSO

# criteria.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	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	and	our	report	dated	February	22,	2016	expressed	an	unqualified	opinion	thereon.

# Item	9B.				Other	Information.

# PART	III

# Item	10.				Directors,	Executive	Officers	and	Corporate	Governance.

Information	relating	to	Aon's	Directors	is	set	forth	under	the	heading	"Proposal	1	—	Resolutions	Regarding	the	Election	of	Directors"	in	our	Proxy	Statement	for the	2016	Annual	General	Meeting	of	Shareholders	to	be	held	on	June	24,	2016	(the	"Proxy	Statement")	and	is	incorporated	herein	by	reference	from	the	Proxy Statement.	Information	relating	to	the	executive	officers	of	Aon	is	set	forth	in	Part	I	of	this	Form	10-K	and	is	incorporated	by	reference.	Information	relating	to compliance	with	Section	16(a)	of	the	Exchange	Act	is	incorporated	by	reference	from	the	discussion	under	the	heading	"Section	16(a)	Beneficial	Ownership	Reporting Compliance"	in	the	Proxy	Statement.	The	remaining	information	called	for	by	this	item	is	incorporated	herein	by	reference	to	the	information	under	the	heading "Corporate	Governance"	and	the	information	under	the	heading	"Board	of	Directors	and	Committees"	in	the	Proxy	Statement.

We	have	adopted	a	code	of	ethics	that	applies	to	the	Company's	directors,	officers	and	employees,	including	the	Chief	Executive	Officer,	Chief	Financial	Officer, Controller	and	Chief	Accounting	Officer	and	other	persons	performing	similar	functions.	The	text	of	our	code	of	ethics,	which	we	call	our	Code	of	Business	Conduct,	is available	on	our	website	as	disclosed	in	Item	1	of	this	report.	We	will	provide	a	copy	of	the	code	of	ethics	without	charge	upon	request	to	the	Company	Secretary,	Aon plc,	122	Leadenhall	Street,	London	EC3V	4AN,	United	Kingdom.	We	will	disclose	on	our	website	any	amendment	to	or	waiver	from	our	code	of	ethics	on	behalf	of any	of	our	executive	officers	or	directors.

# Item	11.				Executive	Compensation.

Information	relating	to	director	and	executive	officer	compensation	is	set	forth	under	the	headings	"Compensation	Committee	Report,"	"Compensation	Discussion and	Analysis,"	and	"Executive	Compensation"	in	the	Proxy	Statement,	and	all	such	information	is	incorporated	herein	by	reference.

The	material	incorporated	herein	by	reference	to	the	information	set	forth	under	the	heading	"Compensation	Committee	Report"	in	the	Proxy	Statement	shall	be deemed	furnished,	and	not	filed,	in	this	Form	10-K	and	shall	not	be	deemed	incorporated	by	reference	into	any	filing	under	the	Securities	Act	of	1933,	as	amended,	or the	Exchange	Act	as	a	result	of	this	furnishing,	except	to	the	extent	that	it	is	specifically	incorporated	by	reference	by	Aon.

Information	relating	to	compensation	committee	interlocks	and	insider	participation	is	incorporated	by	reference	to	the	information	under	the	heading "Compensation	Discussion	and	Analysis	-	Compensation	Committee	Interlocks	and	Insider	Participation"	in	the	Proxy	Statement.

# Item	12.				Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters.

Information	relating	to	equity	compensation	plans	and	the	security	ownership	of	certain	beneficial	owners	and	management	of	Aon's	ordinary	shares	is	set	forth under	the	headings	"Equity	Compensation	Plan	Information",	"Principal	Holders	of	Voting	Securities"	and	"Security	Ownership	of	Directors	and	Executive	Officers"	in the	Proxy	Statement	and	all	such	information	is	incorporated	herein	by	reference.

# Item	13.				Certain	Relationships	and	Related	Transactions,	and	Director	Independence.

Aon	hereby	incorporates	by	reference	the	information	under	the	headings	"Corporate	Governance	—	Director	Independence"	and	"Certain	Relationships	and Related	Transactions"	in	the	Proxy	Statement.

# Item	14.				Principal	Accountant	Fees	and	Services.

Information	required	by	this	Item	is	included	under	the	caption	"Auditor	Fees"	in	the	Proxy	Statement	and	is	hereby	incorporated	by	reference.

# PART	IV

# Item	15.				Exhibits	and	Financial	Statement	Schedules.

(a) (1)	and	(2).	The	following	documents	have	been	included	in	Part	II,	Item	8.

Report	of	Ernst	&	Young	LLP,	Independent	Registered	Public	Accounting	Firm,	on	Financial	Statements

Consolidated	Statements	of	Financial	Position	—	As	of	December	31,	2015	and	2014

Consolidated	Statements	of	Comprehensive	Income	—	Years	Ended	December	31,	2015,	2014	and	2013

Consolidated	Statements	of	Shareholders'	Equity	—	Years	Ended	December	31,	2015,	2014	and	2013

The	following	document	has	been	included	in	Part	II,	Item	9.

Report	of	Ernst	&	Young	LLP,	Independent	Registered	Public	Accounting	Firm,	on	Internal	Control	over	Financial	Reporting

All	schedules	for	the	Registrant	and	consolidated	subsidiaries	have	been	omitted	because	the	required	information	is	not	present	in	amounts	sufficient	to	require submission	of	the	schedules	or	because	the	information	required	is	included	in	the	respective	financial	statements	or	notes	thereto.

# (a)(3).	List	of	Exhibits	(numbered	in	accordance	with	Item	601	of	Regulation	S-K)

# Plan	of	Acquisition,	Reorganization,	Arrangement,	Liquidation	or	Succession.

2.1* Agreement	and	Plan	of	Merger	and	Reorganization	by	and	among	Aon	Corporation	and	Market	Mergeco	Inc.	dated	January	12,	2012	— incorporated	by	reference	to	Annex	A	of	the	Registration	Statement	on	Form	S-4/A	(File	No.	333-178991)	filed	by	Aon	Global	Limited	on February	6,	2012.

# Articles	of	Association.

3.1* Articles	of	Association	of	Aon	plc	—	incorporated	by	reference	to	Exhibit	3.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

# Instruments	Defining	the	Rights	of	Security	Holders,	Including	Indentures.

4.1* 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.	(amending	and	restating	the	Indenture,	dated	as	of	January	13,	1997,	as	supplemented	by	the	First	Supplemental	Indenture, dated	as	of	January	13,	1997)	—	incorporated	by	reference	to	Exhibit	4.3	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

4.2* Capital	Securities	Guarantee	Agreement	dated	as	of	January	13,	1997	between	Aon	and	The	Bank	of	New	York,	as	Guarantee	Trustee	— incorporated	by	reference	to	Exhibit	4.8	to	Aon's	Registration	Statement	on	Form	S-4	(File	No.	333-21237)	filed	on	February	6,	1997.

4.3* Capital	Securities	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	& Co.	Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.10	to	Aon's	Registration	Statement	on	Form	S-4	(File No.	333-21237)	filed	on	February	6,	1997.

4.4* Debenture	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	&	Co. Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.11	to	Aon's	Registration	Statement	on	Form	S-4	(File No.	333-21237)	filed	on	February	6,	1997.

4.5* Guarantee	Exchange	and	Registration	Rights	Agreement	dated	as	of	January	13,	1997	among	Aon,	Aon	Capital	A,	Morgan	Stanley	&	Co. Incorporated	and	Goldman,	Sachs	&	Co.	—	incorporated	by	reference	to	Exhibit	4.12	to	Aon's	Registration	Statement	on	Form	S-4	(File No.	333-21237)	filed	on	February	6,	1997.

4.6* 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	(amending	and	restating	the	Indenture,	dated	as	of	December	16,	2002,	between	Aon	Corporation	and	The	Bank	of New	York	Mellon	Trust	Company,	N.A.)	—	incorporated	by	reference	to	Exhibit	4.2	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2, 2012.

4.7* Indenture	dated	as	of	April	12,	2006	among	Aon	Finance	N.S.1,	ULC,	Aon	and	Computershare	Trust	Company	of	Canada,	as	Trustee	— incorporated	by	reference	to	Exhibit	4.1	to	the	Current	Report	on	Form	8-K	filed	on	April	18,	2006.

4.8* 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	(amending	and	restating	the	Indenture,	dated	as	of	September	10,	2010,	between	Aon	Corporation	and	The	Bank	of New	York	Mellon	Trust	Company,	N.A.)	—	incorporated	by	reference	to	Exhibit	4.2	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2, 2012.

4.12* Indenture	dated	as	of	March	8,	2011,	among	Aon	Finance	N.S.	1,	ULC,	Aon	Corporation	and	Computershare	Trust	Company	of	Canada.	— incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	March	8,	2011.

4.13* First	Supplemental	Indenture,	dated	as	of	April	2,	2012,	among	Aon	Finance	N.S.	1,	ULC,	Aon	Corporation,	as	guarantor,	Aon	plc,	as guarantor,	and	Computershare	Trust	Company	of	Canada,	as	trustee	(supplementing	the	Indenture	dated	as	of	March	8,	2011	among	Aon Finance	N.S.1,	ULC,	Aon	Corporation,	as	guarantor,	and	Computershare	Trust	Company	of	Canada,	as	trustee)	—	incorporated	by	reference	to Exhibit	4.2	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

4.15* Indenture,	dated	as	of	December	12,	2012	by	and	among	Aon	plc,	Aon	Corporation,	The	Bank	of	New	York	Mellon	Trust	Company,	N.A.	— incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	December	13,	2012.

4.17* Indenture,	dated	as	of	May	24,	2013,	among	Aon,	Aon	Corporation	and	The	Bank	of	New	York	Mellon	Trust	Company,	National	Association, as	trustee	(including	the	Guarantee)	—	incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	May	24,	2013.

4.23* Amended	and	Restated	Indenture,	dated	as	of	May	20,	2015,	among	Aon	plc,	Aon	Corporation	and	The	Bank	of	New	York	Mellon	Trust Company,	National	Association,	as	trustee	(including	the	Guarantee)	-	incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on Form	8-K	filed	on	May	20,	2015.

4.25* Indenture,	dated	as	of	November	13,	2015,	among	Aon	plc,	Aon	Corporation	and	The	Bank	of	New	York	Mellon	Trust	Company,	N.A.,	as trustee	(including	the	guarantee)	-	incorporated	by	reference	to	Exhibit	4.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	13,	2015.

# Material	Contracts.

10.1* Amended	and	Restated	Agreement	among	the	Attorney	General	of	the	State	of	New	York,	the	Superintendent	of	Insurance	of	the	State	of New	York,	the	Attorney	General	of	the	State	of	Connecticut,	the	Illinois	Attorney	General,	the	Director	of	the	Illinois	Department	of	Insurance, and	Aon	Corporation	and	its	subsidiaries	and	affiliates	effective	as	of	February	11,	2010	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's Current	Report	on	Form	8-K	filed	on	February	16,	2010.

10.2* $400,000,000	Five-Year	Credit	Agreement	dated	as	of	March	20,	2012	among	Aon	Corporation,	Citibank,	N.A.	as	Administrative	Agent,	JP Morgan	Chase	Bank,	N.A.	and	Bank	of	America,	N.A.,	as	Syndication	Agents,	The	Royal	Bank	of	Scotland	Plc	and	Wells	Fargo	Bank, National	Association,	as	documentation	agents	and	Citigroup	Global	Markets,	Inc.,	J.P.	Morgan	Securities	LLC	and	Merrill	Lynch,	Pierce, Fenner	and	Smith	Incorporated,	as	joint	lead	arrangers	and	joint	book	managers	and	the	lenders	party	thereto	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	March	21,	2012.

10.3* Joinder	Agreement	executed	by	Aon	plc	as	of	April	2,	2012	(modifying	the	$400,000,000	Five-Year	Credit	Agreement,	dated	as	of	March	20, 2012,	among	Aon	Corporation,	as	borrower,	Citibank,	N.A.,	as	administrative	agent	and	the	other	agents	and	lenders	party	thereto)	— incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.4* European	Facility	Amendment	and	Restatement	Agreement,	dated	as	of	March	30,	2012,	among	Aon	Corporation,	Aon	plc,	the	subsidiaries	of Aon	Corporation	party	thereto	as	borrowers,	Citibank	International	plc,	as	agent,	and	the	other	agents	and	lenders	party	thereto,	amending	and restating	the	European	Facility	Agreement	dated	as	of	October	15,	2010	and	amended	on	July	18,	2011	—	incorporated	by	reference	to Exhibit	10.3	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.5* $900,000,000	Five-Year	Credit	Agreement	among	Aon	plc,	Aon	Corporation	and	Aon	UK	Limited	with	Citibank,	N.A.,	as	administrative agent,	the	lenders	party	thereto,	Bank	of	America,	N.A.	and	Morgan	Stanley	Senior	Funding,	Inc.,	as	syndication	agents,	and	Citigroup	Global Markets,	Inc.,	Merrill	Lynch,	Pierce,	Fenner	&	Smith	Incorporated	and	Morgan	Stanley	Senior	Funding,	Inc.,	as	joint	lead	arrangers	and	joint book	managers	-	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	February	4,	2015.

10.6*# Aon	Corporation	Outside	Director	Corporate	Bequest	Plan	(as	amended	and	restated	effective	January	1,	2010)	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2010.

10.7*# Aon	Stock	Incentive	Plan,	as	amended	and	restated	—	incorporated	by	reference	to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K	filed	on May	24,	2006.

10.8*# First	Amendment	to	the	Amended	and	Restated	Aon	Stock	Incentive	Plan	—	incorporated	by	reference	to	Exhibit	10(au)	to	Aon's	Annual Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

10.9*# Second	Amendment	to	the	Amended	and	Restated	Aon	Stock	Incentive	Plan,	dated	April	2,	2012	—	incorporated	by	reference	to	Exhibit	10.10 to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.11*# Aon	Stock	Award	Plan	(as	amended	and	restated	through	February	2000)	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2000.

10.12*# First	Amendment	to	the	Aon	Stock	Award	Plan	(as	amended	and	restated	through	2000)	—	incorporated	by	reference	to	Exhibit	10(as)	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

10.13*# Form	of	Restricted	Stock	Unit	Agreement	—	incorporated	by	reference	to	Exhibit	10.20	to	Aon's	Annual	Report	on	Form	10-K	for	the	year ended	December	31,	2007.

10.14*# Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's	Quarterly	Report	on Form	10-Q	for	the	quarter	ended	March	31,	1997.

10.15*# First	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(a)	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	1999.

10.16*# Second	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	99.D(3)	to Aon's	Schedule	TO	(File	Number	005-32053)	filed	on	August	15,	2007.

10.17*# Third	Amendment	to	the	Aon	Stock	Option	Plan	as	amended	and	restated	through	1997	—	incorporated	by	reference	to	Exhibit	10(at)	to	Aon's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

10.18*# Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by	reference	to	Exhibit	4.6	on Aon's	Registration	Statement	on	Form	S-8	(File	Number	333-106584)	filed	on	June	27,	2003.

10.19*# First	Amendment	to	Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by	reference to	Exhibit	10.26	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.20*# Seventh	Amendment	to	the	Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	November	1,	2002)	—	incorporated	by reference	to	Exhibit	10.27	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007.

10.21*# Aon	Deferred	Compensation	Plan	(as	amended	and	restated	effective	as	of	September	20,	2013)	—	incorporated	by	reference	to	Exhibit	10.1	to Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2013.

10.22*# Aon	Deferred	Compensation	Plan	(as	Amended	and	Restated	Effective	as	of	January	1,	2008)	-	incorporated	by	reference	to	Exhibit	4.2	to	Post- Effective	Amendment	No.	1	to	Aon's	Registration	Statement	on	Form	S-8	(File	Number	333-106584)	filed	on	April	2,	2012.

10.23*# First	Amendment	to	the	Aon	Deferred	Compensation	Plan	-	incorporated	by	reference	to	Exhibit	10.8	to	Aon's	Quarterly	Report	on	Form	10-Q for	the	quarter	ended	March	31,	2015.

10.24*# Executive	Committee	Combined	Severance	and	Change	in	Control	Plan	-	incorporated	by	reference	to	Exhibit	10.8	to	Aon's	Quarterly	Report on	Form	10-Q	for	the	quarter	ended	December	11,	2015.

10.25*# Form	of	Indemnification	Agreement	for	Directors	and	Officers	of	Aon	Corporation	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's Current	Report	on	Form	8-K	filed	on	February	5,	2009.

10.26*# Form	of	Deed	of	Indemnity	for	Directors	of	Aon	plc	—	incorporated	by	reference	to	Exhibit	10.4	to	Aon's	Current	Report	on	Form	8-K	filed	on April	2,	2012.

10.27*# Form	of	Deed	of	Indemnity	for	Gregory	C.	Case	—	incorporated	by	reference	to	Exhibit	10.5	to	Aon's	Current	Report	on	Form	8-K	filed	on April	2,	2012.

10.28*# Form	of	Deed	of	Indemnity	for	Executive	Officers	of	Aon	plc	—	incorporated	by	reference	to	Exhibit	10.6	to	Aon's	Current	Report	on	Form	8- K	filed	on	April	2,	2012.

10.29*# Aon	Corporation	Executive	Special	Severance	Plan,	as	amended	and	restated	April	2,	2012	and	as	assumed	by	Aon	plc	as	of	April	2,	2012	— incorporated	by	reference	to	Exhibit	10.14	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.30*# Employment	Agreement	dated	April	4,	2005	between	Aon	and	Gregory	C.	Case	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2005.

10.31*# Amended	and	Restated	Employment	Agreement	dated	as	of	November	13,	2009	between	Aon	and	Gregory	C.	Case	—	incorporated	by reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	17,	2009.

10.32*# Amended	and	Restated	Employment	Agreement,	dated	as	of	January	16,	2015,	by	and	between	Aon	plc,	Aon	Corporation	and	Gregory	C.	Case —	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	January	23,	2015.

10.33*# Amended	and	Restated	Change	in	Control	Agreement	dated	as	of	November	13,	2009	between	Aon	and	Gregory	C.	Case	—	incorporated	by reference	to	Exhibit	10.2	to	Aon's	Current	Report	on	Form	8-K	filed	on	November	17,	2009.

10.34*# International	Assignment	Letter	dated	as	of	January	12,	2012	by	and	between	Aon	and	Gregory	C.	Case	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	January	13,	2012.

10.35*# Amended	International	Assignment	Letter	with	Gregory	C.	Case	dated	July	1,	2014	—	incorporated	by	reference	to	Exhibit	10.2	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2014.

10.36*# Employment	Agreement	dated	as	of	October	3,	2007	between	Aon	Corporation	and	Christa	Davies	—	incorporated	by	reference	to	Exhibit	10.1 to	the	Current	Report	on	Form	8-K	filed	on	October	3,	2007.

10.37*# Amendment	effective	as	of	March	27,	2012	to	Employment	Agreement	between	Aon	Corporation	and	Christa	Davies	dated	as	of	October	3, 2007	—	incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	on	March	30,	2012.

10.38*# Amendment	to	Employment	Agreement,	dated	as	of	February	20,	2015,	by	and	between	Aon	Corporation	and	Christa	Davies	-	incorporated	by reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	on	February	26,	2015.

10.39*# International	Assignment	Letter	dated	as	of	January	12,	2012	by	and	between	Aon	and	Christa	Davies	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	January	13,	2012

10.40*# Amended	International	Assignment	Letter	with	Christa	Davies	dated	July	1,	2014	—	incorporated	by	reference	to	Exhibit	10.3	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2014.

10.41*# Change	in	Control	Agreement	entered	into	as	of	March	27,	2012	by	and	between	Aon	Corporation	and	Christa	Davies	—	incorporated	by reference	to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K	filed	on	March	30,	2012.

10.42*# Employment	Agreement	dated	December	7,	2010,	between	Aon	Corporation	and	Stephen	P.	McGill	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	December	13,	2010.

10.43*# Amended	and	Restated	Employment	Agreement,	dated	as	of	July	8,	2015,	by	and	between	Aon	Corporation	and	Stephen	P.	McGill	- incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	July	14,	2015.

10.44*# Change	in	Control	Agreement	dated	December	7,	2010	between	Aon	Corporation	and	Stephen	P.	McGill	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	December	13,	2010.

10.45*# International	Assignment	Letter	dated	as	of	January	12,	2012	by	and	between	Aon	and	Stephen	P.	McGill	—	incorporated	by	reference	to Exhibit	10.1	to	Aon's	Current	Report	on	Form	8-K	filed	on	January	13,	2012.

10.46*# Amended	International	Assignment	Letter	with	Stephen	P.	McGill	dated	July	1,	2014	—	incorporated	by	reference	to	Exhibit	10.4	to	Aon's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2014.

10.47*# Employment	Agreement,	dated	as	of	January	1,	2014,	by	and	between	Aon	Corporation	and	Peter	M.	Lieb.	-	incorporated	by	reference	to Exhibit	10.46	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2014.

10.48*# Change-in-Control	Agreement,	dated	as	of	January	1,	2014,	by	and	between	Aon	Corporation	and	Peter	M.	Lieb.	-	incorporated	by	reference	to Exhibit	10.47	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2014.

10.49*# International	Assignment	Letter,	dated	as	of	January	12,	2012,	by	and	between	Aon	Corporation	and	Peter	M.	Lieb.	-	incorporated	by	reference to	Exhibit	10.48	to	Aon's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2014.

10.50*# Amended	International	Assignment	Letter	with	Peter	M.	Lieb	dated	July	1,	2014.	-	incorporated	by	reference	to	Exhibit	10.49	to	Aon's	Annual Report	on	Form	10-K	for	the	year	ended	December	31,	2014.

10.51*# Employment	Agreement	dated	as	of	September	30,	2010	between	Aon	Corporation	and	Kristi	Savacool	—	incorporated	by	reference	to Exhibit	10.8	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2012.

10.52*# Amendment	to	Employment	Agreement	dated	as	of	May	16,	2011	between	Aon	Corporation	and	Kristi	Savacool	—	incorporated	by	reference to	Exhibit	10.9	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31,	2012.

10.53*# Amended	and	Restated	Employment	Agreement,	dated	as	of	February	24,	2015,	by	and	between	Aon	Corporation	and	Kristi	Savacool	- incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	on	February	26,	2015.

10.54*# Change	in	Control	Agreement,	dated	as	of	February	24,	2015,	by	and	between	Aon	plc,	Aon	Corporation	and	Kristi	Savacool	-	incorporated	by reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	on	February	26,	2015.

10.57*# Aon	plc	Leadership	Performance	Program	for	2013-2015	-	incorporated	by	reference	to	Exhibit	10.4	to	Aon's	Quarterly	Report	on	Form	10-Q for	the	quarter	ended	March	31,	2013.

10.60*# Executive	Committee	Incentive	Compensation	Plan	-	incorporated	by	reference	to	Exhibit	10.2	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the quarter	ended	March	31,	2014.

10.61*# Executive	Committee	Incentive	Compensation	Plan	-	incorporated	by	reference	to	Exhibit	10.7	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the quarter	ended	March	31,	2015.

10.62*# Amended	and	Restated	Global	Stock	and	Incentive	Compensation	Plan	of	Hewitt	Associates,	Inc.	—	incorporated	by	reference	to	Exhibit	10.5 to	Hewitt's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	December	31,	2007	(Commission	File	No.	001-31351).

10.63*# First	Amendment	to	the	Amended	and	Restated	Global	Stock	and	Incentive	Compensation	Plan	of	Hewitt	Associates,	Inc.,	dated	April	2, 2012	—	incorporated	by	reference	to	Exhibit	10.8	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.64*# Aon	plc	2011	Incentive	Plan,	as	amended	and	restated	effective	June	24,	2014	—	incorporated	by	reference	to	Exhibit	10.1	to	Aon's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2014.

10.66*# Master	Amendment	dated	April	2,	2012	to	the	Aon	Savings	Plan,	Aon	Supplemental	Savings	Plan,	Aon	Corporation	Supplemental	Employee Stock	Ownership	Plan,	Aon	Corporation	2011	Employee	Stock	Purchase	Plan,	Aon	Deferred	Compensation	Plan,	Aon	Stock	Award	Plan,	Aon Stock	Option	Plan	and	the	Employment	Agreement	dated	as	of	April	4,	2005,	between	Aon	Corporation	and	Gregory	C.	Case	—	incorporated by	reference	to	Exhibit	10.8	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

10.67*# Form	of	Change	in	Control	Agreement	—	incorporated	by	reference	to	Exhibit	10.15	to	Aon's	Quarterly	Report	on	Form	10-Q	for	the	quarter ended	March	31,	2012.

10.68*# Form	of	Assignment,	Assumption	and	Amendment	to	Change	in	Control	Agreement	for	Executive	Officers	of	Aon	plc	—	incorporated	by reference	to	Exhibit	10.13	to	Aon's	Current	Report	on	Form	8-K	filed	on	April	2,	2012.

# Statement	re:	Computation	of	Ratios.

12.1. Statement	regarding	Computation	of	Ratio	of	Earnings	to	Fixed	Charges.

# Subsidiaries	of	the	Registrant.

21 List	of	Subsidiaries	of	Aon.

# Consents	of	Experts	and	Counsel.

23 Consent	of	Ernst	&	Young	LLP.

31.1. Rule	13a-14(a)	Certification	of	Chief	Executive	Officer	of	Aon	in	accordance	with	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

31.2. Rule	13a-14(a)	Certification	of	Chief	Financial	Officer	of	Aon	in	accordance	with	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

# Section	1350	Certifications.

32.1. Section	1350	Certification	of	Chief	Executive	Officer	of	Aon	in	accordance	with	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

32.2. Section	1350	Certification	of	Chief	Financial	Officer	of	Aon	in	accordance	with	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

# XBRL	Exhibits.

Interactive	Data	Files.	The	following	materials	are	filed	electronically	with	this	Annual	Report	on	Form	10-K:

*				Document	has	been	previously	filed	with	the	Securities	and	Exchange	Commission	and	is	incorporated	herein	by	reference	herein.	Unless	otherwise	indicated,	such document	was	filed	under	Commission	File	Number	001-07933.

#				Indicates	a	management	contract	or	compensatory	plan	or	arrangement.

The	registrant	agrees	to	furnish	to	the	Securities	and	Exchange	Commission	upon	request	a	copy	of	(1)	any	long-term	debt	instruments	that	have	been	omitted pursuant	to	Item	601(b)(4)(iii)(A)	of	Regulation	S-K,	and	(2)	any	schedules	omitted	with	respect	to	any	material	plan	of	acquisition,	reorganization,	arrangement, liquidation	or	succession	set	forth	above.

# SIGNATURES

# 								Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its behalf	by	the	undersigned,	thereunto	duly	authorized.

By: /s/	GREGORY	C.	CASE

Gregory	C.	Case,	President

and	Chief	Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in the	capacities	and	on	the	dates	indicated.

# QuickLinks

Item	1.	Business. Item	1A.	Risk	Factors. Item	1B.	Unresolved	Staff	Comments. Item	2.	Properties. Item	3.	Legal	Proceedings.

# Aon	plc	Consolidated	Statements	of	Income

Aon	plc	Consolidated	Statements	of	Comprehensive	Income

Aon	plc	Consolidated	Statements	of	Financial	Position

Aon	plc	Consolidated	Statements	of	Shareholders'	Equity

Aon	plc	Consolidated	Statements	of	Cash	Flows

Item	9.	Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure. Item	9A.	Controls	and	Procedures.

Item	13.	Certain	Relationships	and	Related	Transactions,	and	Director	Independence. Item	14.	Principal	Accountant	Fees	and	Services.



Question: what was the average aggregate intrinsic value of stock options exercised from 2013 to 2015
Answer: 79.3