Document and Entity Information

3 Months Ended

Mar. 31, 2017

May 8, 2017

Document and Entity Information

Entity Registrant Name

Aon plc

Entity Central Index Key

0000315293

Document Type

10-Q

Document Period End Date

Mar. 31, 2017

Amendment Flag

false

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Entity Common Stock, Shares Outstanding

262,070,015

Document Fiscal Year Focus

2017

Document Fiscal Period Focus

Q1

Condensed Consolidated Statements of Income (Unaudited) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Revenue

Total revenue

$ 2,381

$ 2,276

Expenses

Compensation and benefits

1,461

1,345

Information technology

88

83

Premises

84

82

Depreciation of fixed assets

54

38

Amortization of intangible assets

43

37

Other general expenses

308

271

Total operating expenses

2,038

1,856

Operating income

343

420

Interest income

2

Interest expense

(70)

(69)

Other income (expense)

(10)

18

Income from continuing operations before income taxes

265

371

Income taxes

0

59

Income from continuing operations

265

312

Income from discontinued operations, net of tax

40

25

Net income

305

337

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

$ 291

$ 325

Basic net income per share attributable to Aon shareholders, continuing operations (in dollars per share)

$ 0.95

$ 1.11

Basic net income per share attributable to Aon shareholders, discontinued operations (in dollars per share)

$ 0.15

$ 0.09

Basic net income per share attributable to Aon shareholders (in dollars per share)

$ 1.10

$ 1.20

Net income per diluted share attributable to Aon shareholders, continuing operations (in dollars per share)

$ 0.94

$ 1.10

Net income per diluted share attributable to Aon shareholders, discontinued operations (in dollars per share)

$ 0.15

$ 0.09

Diluted net income per share attributable to Aon shareholders (in dollars per share)

$ 1.09

$ 1.19

Cash dividends per share paid on ordinary shares (in dollars per share)

$ 0.33000000

$ 0.3

Weighted average ordinary shares outstanding - basic (in shares)

264.8

271.7

Weighted average ordinary shares outstanding - diluted (in shares)

267.0

273.7

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Statement of Comprehensive Income [Abstract]

Net income

$ 305

$ 337

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

291

325

Other comprehensive (loss) income, net of tax:

Change in fair value of financial instruments

(2)

(7)

Foreign currency translation adjustments

147

(79)

Postretirement benefit obligation

18

(201)

Total other comprehensive income (loss)

163

(287)

Less: Other comprehensive income attributable to noncontrolling interests

1

0

Total other comprehensive income (loss) attributable to Aon shareholders

162

(287)

Comprehensive income (loss) attributable to Aon shareholders

$ 453

$ 38

Condensed Consolidated Statements of Financial Position (Unaudited) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

CURRENT ASSETS

Cash and cash equivalents

$ 433

$ 426

Short-term investments

200

290

Receivables, net

2,103

2,106

Fiduciary assets

9,162

8,959

Other current assets

309

247

Current assets of discontinued operations

3,186

1,118

Total Current Assets

15,393

13,146

Goodwill

7,544

7,410

Intangible assets, net

1,886

1,890

Fixed assets, net

536

550

Deferred tax assets

351

325

Prepaid pension

893

858

Other non-current assets

379

360

Non-current assets of discontinued operations

0

2,076

TOTAL ASSETS

26,982

26,615

CURRENT LIABILITIES

Accounts payable and accrued liabilities

1,332

1,604

Short-term debt and current portion of long-term debt

667

336

Fiduciary liabilities

9,162

8,959

Other current liabilities

773

656

Current liabilities of discontinued operations

1,036

940

Total Current Liabilities

12,970

12,495

Long-term debt

5,610

5,869

Deferred tax liabilities

112

101

Pension, other postretirement and postemployment liabilities

1,731

1,760

Other non-current liabilities

733

719

Non-current liabilities of discontinued operations

0

139

TOTAL LIABILITIES

21,156

21,083

EQUITY

Ordinary shares - $0.01 nominal value Authorized: 750 shares (issued: 2017 - 262.8; 2016 - 262.0)

3

Additional paid-in capital

5,567

5,577

Retained earnings

3,934

3,807

Accumulated other comprehensive loss

(3,750)

(3,912)

TOTAL AON SHAREHOLDERS' EQUITY

5,754

5,475

Noncontrolling interests

72

57

TOTAL EQUITY

5,826

5,532

TOTAL LIABILITIES AND EQUITY

$ 26,982

$ 26,615

Condensed Consolidated Statements of Financial Position (Unaudited) (Parenthetical) (USD $)

Mar. 31, 2017

Dec. 31, 2016

Statement of Financial Position [Abstract]

Common stock, nominal or par value (in dollars per share)

$ 0.01

Common stock, Authorized shares

750,000,000

Common stock, issued shares

262,800,000

262,000,000

Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (USD $)

In Millions, unless otherwise specified

Total

Ordinary Shares and Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss, Net of Tax

Non- controlling Interests

Beginning Balance at Dec. 31, 2016

$ 5,532

$ 5,580

$ 3,807

$ (3,912)

$ 57

Beginning Balance (in shares) at Dec. 31, 2016

262.0

Increase (Decrease) in Shareholders' Equity

Net income

305

291

14

Shares issued - employee stock compensation plans (in shares)

1.9

Shares issued - employee stock compensation plans

(85)

0

Shares purchased (in shares)

(1.1)

Shares purchased

(126)

Share-based compensation expense

75

Dividends to shareholders

(87)

Net change in fair value of financial instruments

(2)

Net foreign currency translation adjustments

147

146

1

Net postretirement benefit obligation

18

Ending Balance at Mar. 31, 2017

$ 5,826

$ 5,570

$ 3,934

$ (3,750)

$ 72

Ending Balance (in shares) at Mar. 31, 2017

262.8

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 305

$ 337

Income from discontinued operations, net of tax

40

25

Adjustments to reconcile net income to cash provided by operating activities:

Loss (gain) from sales of businesses and investments, net

2

(35)

Depreciation of fixed assets

54

38

Amortization of intangible assets

43

37

Share-based compensation expense

78

79

Deferred income taxes

(2)

23

Change in assets and liabilities:

Fiduciary receivables

337

399

Short-term investments — funds held on behalf of clients

(330)

(242)

Fiduciary liabilities

(7)

(157)

Receivables, net

38

33

Accounts payable and accrued liabilities

(390)

(307)

Restructuring reserves

99

0

Current income taxes

(56)

(45)

Pension, other postretirement and other postemployment liabilities

(41)

(50)

Other assets and liabilities

92

59

Cash provided by operating activities - continuing operations

182

144

Cash provided by operating activities - discontinued operations

58

129

CASH PROVIDED BY OPERATING ACTIVITIES

240

273

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

25

13

Purchases of investments

(9)

(14)

Net sale (purchases) of short-term investments — non-fiduciary

94

(227)

Acquisition of businesses, net of cash acquired

(46)

(16)

Sale of businesses, net of cash sold

(2)

97

Capital expenditures

(34)

(37)

Cash provided by (used for) investing activities - continuing operations

28

(184)

Cash used for investing activities - discontinued operations

(15)

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

13

(199)

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

(126)

(685)

Issuance of shares for employee benefit plans

(85)

(65)

Issuance of debt

992

1,045

Repayment of debt

(950)

(175)

Cash dividends to shareholders

(87)

(82)

Noncontrolling interests and other financing activities

(2)

(42)

Cash used for financing activities - continuing operations

(258)

(4)

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

(258)

(4)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

25

11

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

20

81

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

431

384

CASH AND CASH EQUIVALENTS AT END OF PERIOD

451 ¹

465 ¹

Supplemental disclosures:

Interest paid

58

52

Income taxes paid, net of refunds

58

41

Cash and cash equivalents from discontinued operations

$ 18

$ 3

[1] Includes 18 million and $3 million of discontinued operations at March 31, 2017 and March 31, 2016, respectively.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Condensed 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 Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for all periods presented.

Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results for the three months ended March 31, 2017 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2017.

Discontinued Operations

On February 9, 2017, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tempo Acquisition, LLC (the “Buyer”), an entity formed and controlled by affiliates of The Blackstone Group L.P. (the “Sponsor”). Pursuant to the Purchase Agreement, the Company has agreed to sell its benefits administration and business process outsourcing business to the Buyer and certain designated purchasers that are direct or indirect subsidiaries of the Buyer (the “Transaction”). As a result, the benefits administration and business process outsourcing business’s financial results are reflected in the Company’s Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Financial Position, and Condensed Consolidated Statements of Cash Flows, retrospectively, as discontinued operations beginning in the first quarter of 2017. Additionally, all Notes to Condensed Consolidated Financial Statements have been retrospectively restated to only include the impacts of continuing operations, unless noted otherwise. The Company closed the Transaction on May 1, 2017. Refer to Note 3 “Discontinued Operations” for additional information.

Reportable Segments

Beginning in the first quarter of 2017 and following the Transaction described above, the Company began operating as one segment that includes all of Aon’s continuing operations, which as a global professional services firm provides advice and solutions to clients focused on risk, retirement, and health through five revenue lines that make up our principal products and services. Refer to Note 17 “Segment Information” for additional information.

As a result of these initiatives, Aon made the following changes to its presentation of the Condensed Consolidated Statement of Income beginning in the first quarter of 2017:


•	Commissions, fees and other and Fiduciary investment income are now reported as one Total revenue line item; and


•	Other general expenses has been further broken out to provide greater clarity into charges related to Information technology, Premises, Depreciation of fixed assets, and Amortization of intangible assets.

Prior period comparable financial information has been reclassified to conform to the 2017 presentation.

The Company believes this presentation provides greater clarity into the risks and opportunities that management believes are important and allows users of the financial statements to assess the performance in the same way as the CODM.

Use of Estimates

The preparation of the accompanying Condensed 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 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.

Accounting Principles and Practices

New Accounting Pronouncements

Presentation of Net Periodic Pension and Postretirement Benefit Costs

In March 2017, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. An entity will apply the new guidance retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension costs and net periodic postretirement benefit in assets. The new guidance allows a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The new guidance is effective for Aon in the first quarter of 2018. The adoption of this guidance will have no impact on the total results of the Company. The presentation of results will reflect a change in operating income offset by an equal change in other income (expense) for the period.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued new accounting guidance on simplifying the test for goodwill impairment. Currently the standard requires an entity to perform a two-step test to determine the amount, if any, of goodwill impairment. In Step 1, an entity compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the entity performs Step 2 and compares the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. The new guidance removes the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. An entity will apply the new guidance on a prospective basis. The new guidance is effective for Aon in the first quarter of 2020 and early adoption is permitted for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements.

Income Tax Consequences of Intercompany Transactions

In October 2016, the FASB issued new accounting guidance on the income tax consequences of intra-entity asset transfers other than inventory. The guidance will require that the seller and buyer recognize the consolidated current and deferred income tax consequences of a transaction in the period the transaction occurs rather than deferring to a future period and recognizing those consequences when the asset has been sold to an outside party or otherwise recovered through use (i.e., depreciated, amortized, impaired). An entity will apply the new guidance on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The new guidance is effective for Aon in the first quarter of 2018, and the Company is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements.

Statement of Cash Flows

In August 2016, the FASB issued new accounting guidance on the classification of certain cash receipts and cash payments. Under the new guidance, an entity will no longer have discretion to choose the classification for a number of transactions, including contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. The new standard will be effective for the Company in the first quarter of 2018, with early adoption permitted. An entity will apply the new guidance through retrospective adjustment to all periods presented. The retrospective approach includes a practical expedient that entities may apply should retrospective adoption be impracticable; in this case, the amendments for these issues may be applied prospectively as of the earliest date practicable. The guidance will not have a material impact on the Company’s Condensed Consolidated Statements of Cash Flows.

Credit Losses

In June 2016, the FASB issued new accounting guidance on the measurement of credit losses on financial instruments. The new guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. An entity will apply the new guidance through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance is effective for Aon in the first quarter of 2020 and early adoption is permitted beginning in the first quarter of 2019. Aon is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Share-based Compensation

In March 2016, the FASB issued new accounting guidance on several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement and treated as discrete items in the reporting period. Further, excess tax benefits are required to be classified along with other income tax cash flows as an operating activity. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method.

The Company adopted this guidance on January 1, 2017, with the following impacts:


•	Increase to Deferred tax assets on the Condensed Consolidated Statement of Financial Position of approximately $49 million through a cumulative-effect adjustment to Retained earnings for excess tax benefits not previously recognized, and


•	Recognition of $29 million, or $0.11 per share income tax benefit from continuing operations in the Condensed Consolidated Statement of Income for the quarter ended March 31, 2017 related to excess tax benefits.

Adoption of the guidance was applied prospectively on the Statement of Cash Flows and prior period comparable information was not restated. Other elements of the guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Leases

In February 2016, the FASB issued new accounting guidance on leases, which requires lessees to recognize assets and liabilities for most leases. Under the new guidance, a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from currently effective U.S. GAAP. The new standard will be effective for the Company in the first quarter of 2019, with early application permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Aon is currently evaluating the impact the standard will have on its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Financial Assets and Liabilities

In January 2016, the FASB issued new accounting guidance on recognition and measurement of financial assets and financial liabilities. The amendments in the new guidance make targeted improvements, which include the requirement to measure equity investments with readily determinable fair values at fair value through net income, simplification of the impairment assessment for equity investments without readily determinable fair values, adjustments to existing and additional disclosure requirements, and additional tax considerations. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values, including disclosure requirements, should be applied prospectively to equity investments that exist as of the date of adoption of the guidance. The guidance is effective for the Company in the first quarter of 2018 and early adoption is permitted. Aon is currently evaluating the impact that the standard will have on the its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Revenue Recognition

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, which, when effective, will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of the standard 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 standard 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 standard is effective for Aon in the first quarter of 2018 and early adoption is permitted beginning in the first quarter of 2017. Two methods of transition are permitted 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, revenue 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 Company will adopt this standard in the first quarter of 2018 and is evaluating both methods of transition; however, it is currently anticipated that a modified retrospective adoption approach will be used.

A preliminary assessment to determine the impacts of the new accounting standard has been performed. The Company is currently implementing accounting and operational processes that will be impacted by the new standard, but is still evaluating the quantitative impacts the standard will have on its financial statements.

However, the primary impacts of the new standard to the Company are anticipated to be as follows:

The Company currently recognizes revenue for certain brokerage activities over a period of time either due to the transfer of value to customers or as the remuneration becomes determinable. Under the new standard, this revenue will be recognized on the effective date of the associated policies when control of the policy transfers to the customer. As a result, revenue from these arrangements will be recognized in earlier periods under the new standard in comparison to the current guidance and will change the timing and amount of revenue recognized for annual and interim periods. The Company is currently assessing the timing and measurement of revenue recognition under the new standard for certain other services.

Additionally, the new standard provides guidance on accounting for certain revenue-related costs including when to capitalize costs associated with obtaining and fulfilling a contract. These costs are currently expensed as incurred under existing U.S. GAAP. These assets recognized for the costs to obtain and/or fulfill a contract will be amortized on a on a systematic basis that is consistent with the transfer of the services to which the asset relates. The Company is quantifying the nature and amount of costs that would qualify for capitalization and the amount of amortization that will be recognized in each period.

Discontinued Operations

On February 9, 2017, the Company entered into the Purchase Agreement with Tempo Acquisition, LLC to sell its benefits administration and business process outsourcing business (the “Divested Business”) to the Buyer, an entity formed and controlled by affiliates of The Blackstone Group L.P., and certain designated purchasers that are direct or indirect subsidiaries of the Buyer.

On May 1, 2017, the Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets, for a purchase price of (i) $4.3 billion in cash paid at closing, subject to customary adjustments set forth in the Purchase Agreement, and (ii) deferred consideration of up to $500 million, plus the assumption of certain liabilities. Cash proceeds from the sale, before taxes and after customary adjustments as set forth in the Purchase Agreement, were $4.2 billion.

Aon and the Buyer entered into certain related transaction agreements at the closing, including two commercial agreements, a transition services agreement, certain intellectual property license agreements, sub-leases and other customary agreements. Aon expects to continue to be a significant client of the Divested Business and the Divested Business has agreed to use Aon for its broking and other services for a specified period of time.

In the second quarter of 2017, the Company expects to record a gain on sale, net of taxes, of approximately $500 million and a non-cash impairment charge to its indefinite lived tradename associated with the Divested Business of approximately $400 million as this asset was not sold to the Buyer.

The Company has classified the results of the Divested Business as discontinued operations in the Company’s Condensed Consolidated Statements of Income for all periods presented. Additionally, the assets and liabilities of the Divested Business are classified as discontinued operations in the Company’s Condensed Consolidated Statements of Financial Position. These assets and liabilities are classified as current in the Company’s Condensed Consolidated Statements of Financial Position as of March 31, 2017 as the Company closed the Transaction within one year.

The financial results of the Divested Business for the three months ended March 31, 2017 and 2016 are presented as Income from discontinued operations on the Company’s Condensed Consolidated Statements of Income. The following table presents financial results of the Divested Business (in millions):



	Three Months Ended
	March 31, 2017		March 31, 2016
Revenue
Total Revenue	$	527	$	529
Expenses
Total Operating Expenses ⁽¹⁾	470		486
Income from discontinued operations before income taxes	57		43
Income taxes	17		18
Income from discontinued operations, net of tax	$	40	$	25

(1)

Upon triggering held for sale criteria in February 2017, Aon ceased depreciating and amortizing all long-lived assets included in discontinued operations. Specifically, included within Total operating expenses was $8 million and $18 million, respectively, of depreciation of fixed assets and $11 million and $30 million, respectively, of intangible asset amortization for the three months ended March 31, 2017 and 2016.

The following table presents the aggregate carrying amounts of the classes of assets and liabilities presented as discontinued operations within the Company’s Condensed Consolidated Statements of Financial Position (in millions):



	March 31, 2017		December 31, 2016
ASSETS
Cash and cash equivalents	$	18	$	5
Receivables, net	412		483
Fiduciary assets	591		526
Goodwill	1,338		1,337
Intangible assets, net	322		333
Fixed assets, net	222		215
Other assets	283		295
TOTAL ASSETS	$	3,186	$	3,194

LIABILITIES
Accounts payable and accrued liabilities	$	114	$	197
Fiduciary liabilities	591		526
Other liabilities	331		356
TOTAL LIABILITIES	$	1,036	$	1,079

The Company’s Condensed Consolidated Statements of Cash Flows present the operating, investing, and financing cash flows of the Divested Business as discontinued operations. Aon uses a centralized approach to cash management and financing of its operations. Prior to the close of the Transaction, portions of the Divested Business’s cash were transferred to Aon daily, and Aon would fund the Divested Business as needed.

Cash and Cash Equivalents and Short-term Investments

Cash and cash equivalents include cash balances and all highly-liquid instruments with initial maturities of three months or less. Short-term investments consist of money market funds. The estimated fair value of cash and cash equivalents and short-term investments approximates their carrying values.

At March 31, 2017, Cash and cash equivalents and Short-term investments were $633 million compared to $716 million at December 31, 2016. Of the total balances, $86 million and $82 million was restricted as to its use at March 31, 2017 and December 31, 2016, respectively. Included within the March 31, 2017 and December 31, 2016 balances, respectively, were £43.3 million ($54.0 million at March 31, 2017 exchange rates) and £43.3 million ($53.2 million at December 31, 2016 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.

Other Financial Data

Condensed Consolidated Statements of Income Information

Other Income (Expense)

Other income (expense) consists of the following (in millions):



Three months ended March 31	2017			2016
Foreign currency remeasurement loss	$	(10	)	$	(17	)
(Loss) gain on disposal of business	(2		)	35
Equity earnings	6			2
Loss on financial instruments	(4		)	(2		)
Total	$	(10	)	$	18

Condensed Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

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



Three months ended March 31	2017			2016
Balance at January 1	$	56		$	58
Provision charged to Other general expenses	6			5
Accounts written off, net of recoveries	(3		)	(1		)
Foreign currency translation	2			—
Balance at March 31	$	61		$	62

Other Current Assets

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



As of	March 31, 2017		December 31, 2016
Taxes receivable	$	147	$	100
Prepaid expenses	125		102
Other	37		45
Total	$	309	$	247

Other Non-Current Assets

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



As of	March 31, 2017		December 31, 2016
Investments	121		119
Taxes receivable	80		82
Other	178		159
Total	$	379	$	360

Other Current Liabilities

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



As of	March 31, 2017		December 31, 2016
Deferred revenue	$	338	$	199
Taxes payable	57		77
Other	378		380
Total	$	773	$	656

Other Non-Current Liabilities

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



As of	March 31, 2017		December 31, 2016
Taxes payable	$	317	$	288
Deferred revenue	49		49
Leases	135		136
Compensation and benefits	61		56
Other	171		190
Total	$	733	$	719

Acquisitions and Dispositions of Businesses

Acquisitions

The Company completed two acquisitions during the three months ended March 31, 2017 and eight acquisitions during the twelve months ended December 31, 2016. The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):



	March 31, 2017		December 31, 2016
Cash	$	47	$	891
Deferred and contingent consideration	5		43
Aggregate consideration transferred	52		934
Assets acquired:
Cash and cash equivalents	1		12
Receivables, net	2		52
Goodwill	33		642
Intangible assets, net	23		366
Fixed assets, net	1		30
Other assets	1		2
Total assets acquired	61		1,104
Liabilities assumed:
Current liabilities	3		163
Other liabilities	6		7
Total liabilities assumed	9		170
Net assets acquired	$	52	$	934

The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the respective acquisition dates. 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.

2017 Acquisitions

On March 3, 2017, the Company completed the transaction to acquire Finaccord Limited, a market research, publishing and consulting company based in the United Kingdom.

On January 19, 2017, the Company completed the transaction to acquire VERO Management AG, an insurance broker and risk advisor based in Austria.

2016 Acquisitions

On December 26, 2016, the Company completed the transaction to acquire Admix, a leading health and benefits brokerage and solutions firm based in Brazil.

On November 11, 2016 the Company completed the transaction to acquire CoCubes, a leading hiring assessment company based in India.

On October 31, 2016, the Company completed the transaction to acquire Stroz, Friedberg, Inc., a leading global cyber risk management firm based in New York City, with offices across the U.S. and in London, Zurich, Dubai and Hong Kong.

On August 19, 2016, the Company completed the transaction to acquire Cammack Health LLC, a leading health and benefits consulting firm that serves large health care organizations in the Eastern region of the U.S., including health plans, health systems and employers.

On June 1, 2016, the Company completed the transaction to acquire Univers Workplace Solutions, a leading elective benefit enrollment and communication services firm based in New Jersey.

On April 11, 2016, the Company completed the transaction to acquire Nexus Insurance Brokers Limited and Bayfair Insurance Centre Limited, insurance brokerage firms located in New Zealand.

On February 1, 2016, the Company completed the transaction to acquire Modern Survey, an employee survey and talent analytics solutions provider based in Minneapolis.

On January 1, 2016, the Company completed the transaction to acquire Globe Events Management, an insurance, retirement, and investment consulting business company based in Australia.

Dispositions

The Company completed three dispositions during the three months ended March 31, 2017 and two dispositions during the three months ended March 31, 2016.

Total pretax losses recognized, net of gains, were $2 million and total pretax gains recognized, net of losses, were $35 million, respectively, for the three months ended March 31, 2017 and 2016. Gains and losses recognized as a result of a disposition are included in Other income (expense) in the Condensed Consolidated Statements of Income.

Subsequent Events

On May 1, 2017, Aon completed its sale of its benefits administration and business process outsourcing business. Refer to Note 3 “Discontinued Operations” for further information.

Restructuring

In 2017, Aon initiated a global restructuring plan (the “Restructuring Plan”) in connection with the sale of its benefits administration and business process outsourcing business. The Restructuring Plan is intended to streamline operations across the organization and deliver greater efficiency, insight, and connectivity. The Company expects these restructuring activities and related expenses to affect continuing operations through 2019, including an estimated 1,600 to 1,900 role eliminations. The Restructuring Plan is expected to result in cumulative costs of approximately $750 million through the end of the plan, consisting of approximately $207 million in employee termination costs, $146 million in technology rationalization costs, $176 million in real estate consolidation costs, $40 million in asset impairments, and $181 million in other costs, including certain separation costs associated with the sale of the benefits administration and business process outsourcing business. Included in the estimated $750 million is $50 million of estimated non-cash charges related to asset impairments and lease consolidations.

From the inception of the Restructuring Plan through March 31, 2017, 1,065 positions have been eliminated and total expenses of $144 million have been incurred for restructuring and related separation costs. These charges are included in Compensation and benefits, Information technology, Premises, Depreciation of fixed assets, and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes restructuring and separation costs by type that have been incurred through March 31, 2017 and are estimated to be incurred through the end of the Restructuring Plan (in millions):



	First Quarter 2017		Estimated Remaining Costs		Estimated Total Cost ⁽¹⁾
Workforce reduction	$	103	$	104	$	207
Technology rationalization	3		143		146
Lease consolidation	3		173		176
Asset impairments	13		27		40
Other costs associated with restructuring and separation ⁽²⁾	22		159		181
Total restructuring and related expenses	$	144	$	606	$	750

(1)

Actual costs, when incurred, may vary due to changes in the assumptions built into the Restructuring Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.


(2)	Other costs associated with the Restructuring Plan, including costs to separate the Divested Business, as well as moving costs, consulting and legal fees. These costs are generally recognized when incurred.

As of March 31, 2017, the Company’s liabilities for the Restructuring Plan are as follows (in millions):



	Restructuring Plan
Balance at January 1, 2017	$	—
Expensed	130
Cash payments	(31		)
Foreign currency translation and other	9
Balance at March 31, 2017	$	108

Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the three months ended March 31, 2017 are as follows (in millions):




Balance as of January 1, 2017	$	7,410
Goodwill related to current year acquisitions	33
Goodwill related to disposals	—
Goodwill related to prior year acquisitions	(21		)
Foreign currency translation	122
Balance as of March 31, 2017	$	7,544

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



	March 31, 2017						December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets with indefinite lives:
Tradenames	$	999	$	—	$	999	$	998	$	—	$	998

Intangible assets with finite lives:
Customer related and contract based	2,069		1,253		816		2,023		1,198		825
Technology and other	388		317		71		376		309		67
Total	$	3,456	$	1,570	$	1,886	$	3,397	$	1,507	$	1,890

Amortization expense from finite lived intangible assets was $43 million for the three months ended March 31, 2017. Amortization expense from finite lived intangible assets was $37 million for the three months ended March 31, 2016.

The estimated future amortization for finite lived intangible assets as of March 31, 2017 is as follows (in millions):



			Subsequent Event
	As of March 31, 2017		Estimated Impairment Charge ⁽¹⁾		Estimated Tradename Amortization ⁽²⁾			Revised Estimated Total Future Amortization
Remainder of 2017	$	131	$	400	$	137		$	668
2018	155		—		206			361
2019	137		—		206			343
2020	121		—		68			189
2021	87		—		(1		)	86
Thereafter	256		—		(17		)	239
Total	$	887	$	400	$	599		$	1,886


(1)	In the second quarter of 2017, in connection with the completion of the sale of the Divested Business, the Company expects to recognize a non-cash impairment charge to the associated indefinite lived tradename of approximately $400 million. Refer to Note 3 “Discontinued Operations” for further information.


(2)	Additionally, effective May 1, 2017, consistent with operating as one segment, the Company has implemented a three-year strategy to transition to a unified Aon brand. As a result, Aon commenced amortization of all indefinite lived tradenames and prospectively accelerated amortization of its finite lived tradenames over the three-year period.

Debt

Revolving Credit Facilities

As of March 31, 2017, Aon had one primary committed credit facility outstanding: its $900 million multi-currency U.S. credit facility expiring in February 2021 (the “2021 Facility”). The Company’s $400 million U.S. credit facility expired in March 2017.

The 2021 Facility includes customary representations, warranties and covenants, including financial covenants that require Aon plc to maintain specified ratios of adjusted consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At March 31, 2017, Aon plc did not have borrowings under the 2021 Facility, and was in compliance with all covenants contained therein during the three months ended March 31, 2017.

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, which provides for commercial paper to be issued in an aggregate principal amount of up to €300 million ($324 million at March 31, 2017 exchange rates). 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 $384 million and $329 million of commercial paper outstanding at March 31, 2017 and December 31, 2016, respectively, which is included in Short-term debt and current portion of long-term debt in the Company’s Condensed Consolidated Statements of Financial Position. The weighted average commercial paper outstanding for the three months ended March 31, 2017 and 2016 was $367 million and $177 million, respectively. The weighted average interest rate of the commercial paper outstanding for the three months ended March 31, 2017 and 2016 was 0.12% and 0.11%, respectively.

Income Taxes

The effective tax rate on net income from continuing operations was 0.1% for the three months ended March 31, 2017. The effective tax rate on net income from continuing operations was 15.9% for the three months ended March 31, 2016. The lower effective tax rate in the first quarter of 2017 was primarily due to changes in the geographical distribution of income, including the estimated impact of the Restructuring Program and accelerated amortization of tradenames, and the impact of share-based payments from adoption of the new share-based compensation guidance. Refer to Note 2 “Accounting Principles and Practices” for additional details.

Shareholders' Equity

Shareholders’ Equity

Ordinary Shares

Aon has a share repurchase program authorized by the Company’s Board of Directors (the “Repurchase Program”) . The Repurchase Program was established in April 2012 with up to $5.0 billion in authorized repurchases and increased in November 2014 and February 2017 by incremental increases of $5.0 billion in authorized repurchases at each of those times.

Under the Repurchase Program, Class A Ordinary Shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

In the three months ended March 31, 2017, the Company repurchased 1.1 million shares at an average price per share of $114.46, for a total cost of approximately $125 million under the Repurchase Program. The Company recorded an additional $0.6 million of costs associated with the repurchases to retained earnings during the quarter. In the three months ended March 31, 2016, the Company repurchased 7.7 million shares at an average price per share of $97.92, for a total cost of approximately $750 million. At March 31, 2017, the remaining authorized amount for share repurchase under the Repurchase Program was $7.7 billion. Under the Repurchase Program, the Company has repurchased a total of 91.3 million shares for an aggregate cost of approximately $7.3 billion.

Net Income Per Share

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



	Three months ended March 31
	2017	2016
Basic weighted-average ordinary shares outstanding	264.8	271.7
Dilutive effect of potentially issuable shares	2.2	2.0
Diluted weighted-average ordinary shares outstanding	267.0	273.7

Potentially issuable shares are not included in the computation of diluted net income per share if their inclusion would be antidilutive. There were no shares excluded from the calculation for the three months ended March 31, 2017 and 0.5 million shares excluded from the calculation for the three months ended March 31, 2016.

Accumulated Other Comprehensive Loss

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



	Change in Fair Value of Financial Instruments ⁽¹⁾			Foreign Currency Translation Adjustments			Post-Retirement Benefit Obligation ⁽²⁾			Total
Balance at December 31, 2016	$	(37	)	$	(1,264	)	$	(2,611	)	$	(3,912	)
Other comprehensive (loss) income before reclassifications, net	4			146			—			150
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive (loss) income	(10		)	—			26			16
Tax benefit (expense)	4			—			(8		)	(4		)
Amounts reclassified from accumulated other comprehensive (loss) income, net	(6		)	—			18			12
Net current period other comprehensive (loss) income	(2		)	146			18			162
Balance at March 31, 2017	$	(39	)	$	(1,118	)	$	(2,593	)	$	(3,750	)


(1)	Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense), Other general expenses, and Compensation and benefits. See Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivative and hedging activity.


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

Employee Benefits

The following table provides the components of the net periodic (benefit) cost recognized in the Condensed Consolidated Statements of Income in Compensation and benefits for Aon’s material U.K., U.S., and other significant international pension plans located in the Netherlands and Canada (in millions):



	Three months ended March 31
	U.K.						U.S.						Other
	2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	—		$	—		$	—		$	—
Interest cost	30			43			24			28			6			7
Expected return on plan assets, net of administration expenses	(48		)	(64		)	(35		)	(39		)	(11		)	(12		)
Amortization of prior-service cost	—			1			—			—			—			—
Amortization of net actuarial loss	7			8			13			13			3			3
Net periodic (benefit) cost	$	(11	)	$	(12	)	$	2		$	2		$	(2	)	$	(2	)

In March 2017, the Company approved a plan to offer a voluntary one-time lump sum payment option to certain eligible employees of the Company’s U.K. pension plans that, if accepted, would settle the Company’s pension obligation to them. A non-cash settlement charge is expected in the fourth quarter of 2017.

Contributions

The Company expects to contribute approximately $80 million, $87 million, and $18 million, based on exchange rates as of December 31, 2016, to its significant U.K., U.S., and other significant international pension plans, respectively, during 2017. During the three months ended March 31, 2017, contributions of $16 million, $13 million, and $2 million were made to the Company’s significant U.K., U.S., and other significant international pension plans, respectively.

During the three months ended March 31, 2016, contributions of $17 million, $13 million, and $7 million were made to the Company’s significant U.K., U.S., and other significant international pension plans, respectively.

Share-Based Compensation Plans

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



	Three months ended March 31
	2017		2016
Restricted share units (“RSUs”)	$	55	$	57
Performance share awards (“PSAs”)	19		19
Employee share purchase plans	4		3
Total share-based compensation expense	$	78	$	79

Restricted Share Units

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

The following table summarizes the status of the Company’s RSUs, including shares related to the Divested Business (shares in thousands):



	Three months ended March 31
	2017				2016
	Shares		Fair Value ⁽¹⁾		Shares		Fair Value ⁽¹⁾
Non-vested at beginning of period	6,195		$	89	7,167		$	77
Granted	614		119		851		99
Vested	(960	)	90		(1,379	)	73
Forfeited	(50	)	91		(94	)	78
Non-vested at end of period	5,799		$	92	6,545		$	81


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

Unamortized deferred compensation expense amounted to $392 million as of March 31, 2017, with a remaining weighted-average amortization period of approximately 2.0 years.

Performance Share Awards

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

Information as of March 31, 2017 regarding the Company’s target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the three months ended March 31, 2017 and the years ended December 31, 2016 and 2015, respectively, is as follows (shares in thousands and dollars in millions, except fair value):



	March 31, 2017		December 31, 2016		December 31, 2015
Target PSAs granted during period	538		750		963
Weighted average fair value per share at date of grant	$	115	$	100	$	96
Number of shares that would be issued based on current performance levels	538		667		1,361
Unamortized expense, based on current performance levels	$	62	$	39	$	32

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, enters into monetary intercompany transfers denominated in a currency that differs from its functional currency, or enters into 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 Condensed 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 (expense) in the Condensed Consolidated Statements of Income.

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



	Notional Amount				Derivative Assets ⁽¹⁾				Derivative Liabilities ⁽²⁾
	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016
Foreign exchange contracts:
Accounted for as hedges	$	523	$	758	$	10	$	14	$	11	$	13
Not accounted for as hedges ⁽³⁾	243		189		1		1		2		1
Total	$	766	$	947	$	11	$	15	$	13	$	14


(1)	Included within Other current assets ($2 million at March 31, 2017 and $6 million at December 31, 2016) or Other non-current assets ($9 million at March 31, 2017 and $9 million at December 31, 2016).


(2)	Included within Other current liabilities ($5 million at March 31, 2017 and $7 million at December 31, 2016) or Other non-current liabilities ($8 million at March 31, 2017 and $7 million at December 31, 2016).


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

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



	Gross Amounts of Recognized Assets				Gross Amounts Offset in the Statement of Financial Position					Net Amounts of Assets Presented in the Statement of Financial Position ⁽¹⁾
Derivatives accounted for as hedges:	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016			March 31, 2017		December 31, 2016
Foreign exchange contracts	$	10	$	14	$	—	$	(1	)	$	10	$	13


(1)	Included within Other current assets ($2 million at March 31, 2017 and $4 million at December 31, 2016) or Other non-current assets ($8 million at March 31, 2017 and $9 million at December 31, 2016).

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



	Gross Amounts of Recognized Liabilities				Gross Amounts Offset in the Statement of Financial Position					Net Amounts of Liabilities Presented in the Statement of Financial Position ⁽¹⁾
Derivatives accounted for as hedges:	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016			March 31, 2017		December 31, 2016
Foreign exchange contracts	$	11	$	13	$	—	$	(1	)	$	11	$	12


(1)	Included within Other current liabilities ($5 million at March 31, 2017 and $5 million at December 31, 2016) or Other non-current liabilities ($6 million at March 31, 2017 and $7 million at December 31, 2016).

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2017 and 2016 are as follows (in millions):



Cash Flow Hedge - Foreign Exchange Contracts	Location of reclassification from Accumulated Other Comprehensive Loss											Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:
Three months ended March 31	Compensation and Benefits			Other General Expenses			Interest Expense		Other Income (Expense)			Total
2017	$	8		$	1		$	—	$	(3	)	$	6
2016	(2		)	(3		)	—		(5		)	(10		)



Cash Flow Hedge - Foreign Exchange Contracts	Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Three months ended March 31	Compensation and Benefits		Other General Expenses			Interest Expense		Other Income			Total
2017	$	13	$	(1	)	$	—	$	(2	)	$	10
2016	1		—			—		(1		)	—

The Company estimates that approximately $15 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified in to earnings in the next twelve months.

The amount of gain (loss) recognized in income on the ineffective portion of derivatives for the three months ended March 31, 2017 and 2016 was immaterial.

During the three months ended March 31, 2017, the Company recorded a gain of $1 million in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges. During the three months ended March 31, 2016, the Company recorded a gain of $1 million in Other income for foreign exchange derivatives not designated or qualifying as hedges.

Net Investments in Foreign Operations Risk Management

The Company uses non-derivative financial instruments to protect the value of its investments in a number of foreign subsidiaries. In 2016, the Company designated a portion of its Euro-denominated commercial paper issuances as a non-derivative hedge of the foreign currency exposure of a net investment in its European operations. The change in fair value of the designated portion of the Euro-denominated commercial paper due to changes in foreign currency exchange rates is recorded in Foreign currency translation adjustment, a component of Accumulated other comprehensive income (loss), to the extent it is effective as a hedge. The foreign currency translation adjustment of the hedged net investments that is also recorded in Accumulated other comprehensive income (loss). Ineffective portions of net investment hedges, if any, are reclassified from Accumulated other comprehensive income (loss) into earnings during the period of change.

As of March 31, 2017, the Company has €217 million ($234 million at March 31, 2017 exchange rates) of outstanding Euro-denominated commercial paper designated as a hedge of the foreign currency exposure of its net investment in its European operations. As of March 31, 2017, the unrealized gain recognized in Accumulated other comprehensive income (loss) related to the net investment non derivative hedging instrument was $11 million.

The Company did not reclassify any deferred gains or losses related to net investment hedges from Accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2017. In addition, the Company did not incur any ineffectiveness related to net investment hedges during the three months ended March 31, 2017.

Fair Value Measurements and Financial Instruments

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


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


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


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

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

Money market funds consist of institutional prime, treasury, and government money market funds. The Company reviews these funds to obtain reasonable assurance that the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and 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 underlying security and volatility. On a sample basis 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 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 an understanding of the models, inputs, and assumptions used in developing prices provided by its vendors through discussions with the fund managers. The Company 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 historically are not material to the fair value estimates used 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.

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 March 31, 2017 and December 31, 2016 (in millions):



			Fair Value Measurements Using
	Balance at March 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds ⁽¹⁾	$	1,649	$	1,649	$	—	$	—
Other investments:
Government bonds	1		—		1		—
Equity investments	9		6		3		—
Derivatives: ⁽²⁾
Foreign exchange contracts	11		—		11		—
Liabilities:
Derivatives:
Foreign exchange contracts	13		—		13		—


(1)	Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.


(2)	Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.



			Fair Value Measurements Using
	Balance at December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds ⁽¹⁾	$	1,371	$	1,371	$	—	$	—
Other investments:
Government bonds	1		—		1		—
Equity investments	9		6		3		—
Derivatives: ⁽²⁾
Foreign exchange contracts	15		—		15		—
Liabilities:
Derivatives:
Foreign exchange contracts	14		—		14		—


(1)	Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.


(2)	Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.

There were no transfers of assets or liabilities between fair value hierarchy levels in either the three months ended March 31, 2017 or 2016. The Company recognized no realized or unrealized gains or losses in the Condensed Consolidated Statements of Income during either the three months ended March 31, 2017 or 2016, related to assets and liabilities measured at fair value using unobservable inputs.

The fair value of 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):



	March 31, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Current portion of long-term debt ⁽¹⁾	$	283	$	292	$	—	$	—
Long-term debt	5,610		5,964		5,869		6,264


(1)	Excludes commercial paper program.

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 reasonably estimable are not accrued for in the financial statements.

The Company has included in the current 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, the Company 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 for which loss is estimable, in excess of amounts that are deemed probable and estimable and therefore already accrued, is estimated to be between $0 and $0.2 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. The insurers have appealed both of these trial court decisions. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims.

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 ($46 million at March 31, 2017 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 16.8 million ($17 million at March 31, 2017 exchange rates) and $3.1 million, plus interest and adverse costs. The entire amount of the judgment, including interest through December 31, 2014, totaled CHF 27.9 million ($28 million at December 31, 2014 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 12.8 million ($14 million at January 31, 2015 exchange rates) and $4.7 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 Geneva Appellate Court affirmed the judgment of the Geneva Tribunal of First Instance. The Aon subsidiary filed an appeal (which is now under submission) to the Swiss Supreme Court. The Aon subsidiary’s maximum liability on appeal is limited to CHF 8.7 million ($9 million at March 31, 2017 exchange rates) and $115,000 (plus interest and costs) beyond what the subsidiary has already paid.

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 was filed, although a tolling agreement was 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 ($56 million at March 31, 2017 exchange rates). In December 2014, the Court of Appeal granted the employer leave to appeal the High Court decision. At a hearing in October 2016, the Court of Appeal approved a settlement of the pending litigation. On October 31, 2016, the fund’s trustees and employer sued Aon in the High Court, Chancery Division, London, alleging negligence and breach of duty in relation to the governing documents. The proceedings were served on Aon on December 20, 2016. The claimants seek damages of approximately £70 million ($87 million at March 31, 2017 exchange rates). 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 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 and 2011 Canterbury Earthquakes. LPC claims damages of approximately NZD 184 million ($129 million at March 31, 2017 exchange rates) plus interest and costs. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims.

Aon recently learned that the Financial Conduct Authority (FCA) has commenced an investigation relating to suspected competition law breaches in the aviation and aerospace broking industry, which, for Aon in 2016, represented less than $100 million in global revenue. Other regulatory agencies may also be conducting formal or informal investigations regarding these matters. In such case, Aon intends to work diligently with the FCA and other regulatory agencies to ensure they can carry out their work as efficiently as possible. At this time, in light of the uncertainties and many variables involved, we cannot estimate the ultimate impact on our company from these investigations or any related private litigation, nor any damages, penalties, or fines related to them. There can be no assurance that the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations, or liquidity.

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 Condensed 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

Aon has entered into a number of arrangements whereby the Company’s performance on certain obligations is guaranteed by a third party through the issuance of letters of credit (“LOCs”). The Company had total LOCs outstanding of approximately $90 million at March 31, 2017, compared to $90 million at December 31, 2016. 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 obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries

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 $64 million at March 31, 2017 compared to $95 million at December 31, 2016.

Segment Information

Beginning in the first quarter of 2017 and following the Transaction described in Note 3 “Discontinued Operations,” the Company began leading a set of initiatives designed to strengthen Aon and unite the firm with one portfolio of capability enabled by proprietary data and analytics and one operating model to deliver additional insight, connectivity and efficiency. These initiatives reinforce Aon’s return on invested capital (ROIC) decision-making process and emphasis on free cash flow. The Company is now operating as one segment that includes all of Aon’s continuing operations, which as a global professional services firm provides advice and solutions to clients focused on risk, retirement, and health through five revenue lines which make up its principal products and services. The CODM assesses the performance of the Company and allocates resources based on one company: Aon United.

The Company’s reportable operating segment has been determined using a management approach, which is consistent with the basis and manner in which Aon’s CODM uses financial information for the purposes of allocating resources and evaluating performance. The CODM assesses performance and allocates resources based on total Aon results against its key four metrics, including organic revenue growth, expense discipline, and collaborative behaviors that maximize value for Aon and its shareholders, regardless of which revenue line it benefits.

Prior period comparative segment information has been restated to conform with current year presentation. In prior periods, the Company did not include unallocated expenses in segment operating income, which represented corporate governance costs not allocated to the previous operating segments. These costs are now reflected within operating expenses for the current and prior period.

Revenue from continuing operations for each of the Company’s principal product and service lines is as follows (in millions):



Three months ended March 31	2017		2016
Commercial Risk Solutions	$	984	$	961
Reinsurance Solutions	371		371
Retirement Solutions	386		395
Health Solutions	372		292
Data & Analytic Services	268		259
Elimination	—		(2		)
Total revenue	2,381		2,276

As Aon is operating as one segment, segment profit or loss is consistent with consolidated reporting as disclosed on the Condensed Consolidated Statements of Income.

The geographic distribution of Aon’s total revenue or long-lived assets did not change as a result of the change in reportable operating segments described above.

Guarantee of Registered Securities

As described in Note 16 “Commitments and Contingencies,” in connection with the Redomestication, Aon plc entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities, including the 5.00% Notes due September 2020, the 8.205% Notes due January 2027 and the 6.25% Notes due September 2040 (collectively, the “Aon Corp Notes”). Aon Corporation is a 100% indirectly owned subsidiary of Aon plc. All guarantees of Aon plc are full and unconditional. There are no other subsidiaries of Aon plc that are guarantors of the Aon Corp Notes.

In addition, Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.250% Notes due 2042 exchanged for Aon Corporation’s outstanding 8.205% Notes due January 2027 and also agreed to guarantee the obligations of Aon plc arising under the 4.45% Notes due 2043, the 4.00% Notes due November 2023, the 2.875% Notes due May 2026, the 3.50% Notes due June 2024, the 4.60% Notes due June 2044, the 4.75% Notes due May 2045, the 2.80% Notes due March 2021, and the 3.875% Notes due December 2025 (collectively, the “Aon plc Notes”). In each case, the guarantee of Aon Corporation is full and unconditional. There are no subsidiaries of Aon plc, other than Aon Corporation, that are guarantors of the Aon plc Notes. As a result of the existence of these guarantees, the Company has elected to present the financial information set forth in this footnote in accordance with Rule 3-10 of Regulation S-X.

The following tables set forth condensed consolidating statements of income for the three months ended March 31, 2017 and 2016, condensed consolidating statements of comprehensive income for the three months ended March 31, 2017 and 2016, condensed consolidating statements of financial position as of March 31, 2017 and December 31, 2016, and condensed consolidating statements of cash flows for the three months ended March 31, 2017 and 2016 in accordance with Rule 3-10 of Regulation S-X. The condensed consolidating financial information includes the accounts of Aon plc, the accounts of Aon Corporation, and the combined accounts of the non-guarantor subsidiaries. The condensed consolidating financial statements are presented in all periods as a merger under common control, with Aon plc presented as the parent company in all periods prior and subsequent to the Redomestication. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions.

As described in Note 1 “Basis of Presentation” and consistent with The Company’s Condensed Consolidated Financial Statements, the following tables present the financial results of the Divested Business as discontinued operations for all periods presented within Non-Guarantor Subsidiaries. The impact of intercompany transactions have been reflected within continuing operations in the Condensed Consolidating Financial Statements.

Condensed Consolidating Statement of Income



	Three months ended March 31, 2017
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,381		$	—		$	2,381
Expenses
Compensation and benefits	52			6			1,403			—			1,461
Information technology	—			—			88			—			88
Premises	—			—			84			—			84
Depreciation of fixed assets	—			—			54			—			54
Amortization of intangible assets	—			—			43			—			43
Other general expenses	5			2			301			—			308
Total operating expenses	57			8			1,973			—			2,038
Operating (loss) income	(57		)	(8		)	408			—			343
Interest income	—			6			(2		)	(2		)	2
Interest expense	(45		)	(24		)	(3		)	2			(70		)
Intercompany interest income (expense)	3			(136		)	133			—			—
Intercompany other (expense) income	(50		)	7			43			—			—
Other income (expense)	(10		)	12			(20		)	8			(10		)
Income from continuing operations before income taxes	(159		)	(143		)	559			8			265
Income tax (benefit) expense	(14		)	(54		)	68			—			—
(Loss) income from continuing operations	(145		)	(89		)	491			8			265
Income from discontinued operations, net of tax	—			—			40			—			40
(Loss) income before equity in earnings of subsidiaries	(145		)	(89		)	531			8			305
Equity in earnings of subsidiaries, net of tax	428			271			182			(881		)	—
Net income	283			182			713			(873		)	305
Less: Net income attributable to noncontrolling interests	—			—			14			—			14
Net income attributable to Aon shareholders	$	283		$	182		$	699		$	(873	)	$	291

Condensed Consolidating Statement of Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,276		$	—		$	2,276
Expenses
Compensation and benefits	43			3			1,299			—			1,345
Information technology	—			—			83			—			83
Premises	—			—			82			—			82
Depreciation of fixed assets	—			—			38			—			38
Amortization of intangible assets	—			—			37			—			37
Other general expenses	7			2			262			—			271
Total operating expenses	50			5			1,801			—			1,856
Operating (loss) income	(50		)	(5		)	475			—			420
Interest income	—			5			4			(7		)	2
Interest expense	(45		)	(28		)	(3		)	7			(69		)
Intercompany interest income (expense)	4			(133		)	129			—			—
Intercompany other (expense) income	(54		)	1			53			—			—
Other income (expense)	—			(5		)	23			—			18
Income from continuing operations before income taxes	(145		)	(165		)	681			—			371
Income tax (benefit) expense	(26		)	(62		)	147			—			59
(Loss) income from continuing operations	(119		)	(103		)	534			—			312
Income from discontinued operations, net of tax	—			—			25			—			25
(Loss) income before equity in earnings of subsidiaries	(119		)	(103		)	559			—			337
Equity in earnings of subsidiaries, net of tax	444			356			253			(1,053		)	—
Net income	325			253			812			(1,053		)	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	$	325		$	253		$	800		$	(1,053	)	$	325

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2017
						Other
	Aon		Aon			Non-Guarantor		Consolidating
(millions)	plc		Corporation			Subsidiaries		Adjustments			Consolidated
Net income (loss)	$	283	$	182		$	713	$	(873	)	$	305
Less: Net income attributable to noncontrolling interests	—		—			14		—			14
Net income (loss) attributable to Aon shareholders	283		182			699		(873		)	291
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—		(2		)	—		—			(2		)
Foreign currency translation adjustments	—		—			155		(8		)	147
Post-retirement benefit obligation	—		8			10		—			18
Total other comprehensive income (loss)	—		6			165		(8		)	163
Equity in other comprehensive loss of subsidiaries, net of tax	170		164			170		(504		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			1		—			1
Total other comprehensive loss attributable to Aon shareholders	170		170			334		(512		)	162
Comprehensive income (loss) attributable to Aon shareholders	$	453	$	352		$	1,033	$	(1,385	)	$	453

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	325		$	253		$	812		$	(1,053	)	$	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	325			253			800			(1,053		)	325
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(2		)	(5		)	—			(7		)
Foreign currency translation adjustments	—			11			(90		)	—			(79		)
Post-retirement benefit obligation	—			13			(214		)	—			(201		)
Total other comprehensive loss	—			22			(309		)	—			(287		)
Equity in other comprehensive loss of subsidiaries, net of tax	(287		)	(314		)	(292		)	893			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(287		)	(292		)	(601		)	893			(287		)
Comprehensive income (loss) attributable to Aon Shareholders	$	38		$	(39	)	$	199		$	(160	)	$	38

Condensed Consolidating Statement of Financial Position



	As of March 31, 2017
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	1,425		$	596		$	(1,588	)	$	433
Short-term investments	—		46			154			—			200
Receivables, net	—		—			2,103			—			2,103
Fiduciary assets	—		—			9,162			—			9,162
Intercompany receivables	73		3,215			8,345			(11,633		)	—
Current assets of discontinued operations	—		—			3,186			—			3,186
Other current assets	6		12			291			—			309
Total Current Assets	79		4,698			23,837			(13,221		)	15,393
Goodwill	—		—			7,544			—			7,544
Intangible assets, net	—		—			1,886			—			1,886
Fixed assets, net	—		—			536			—			536
Non-current deferred tax assets	134		723			172			(678		)	351
Intercompany receivables	372		261			8,716			(9,349		)	—
Prepaid pension	—		5			888			—			893
Other non-current assets	2		120			257			—			379
Investment in subsidiary	10,707		15,836			(10		)	(26,533		)	—
TOTAL ASSETS	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	837	$	18		$	2,065		$	(1,588	)	$	1,332
Short-term debt and current portion of long-term debt	324		60			283			—			667
Fiduciary liabilities	—		—			9,162			—			9,162
Intercompany payables	167		9,799			1,667			(11,633		)	—
Current liabilities of discontinued operations	—		—			1,036			—			1,036
Other current liabilities	—		62			711			—			773
Total Current Liabilities	1,328		9,939			14,924			(13,221		)	12,970
Long-term debt	4,196		1,413			1			—			5,610
Non-current deferred tax liabilities	—		—			790			(678		)	112
Pension, other post-retirement and other post-employment liabilities	—		1,340			391			—			1,731
Intercompany payables	—		8,881			468			(9,349		)	—
Other non-current liabilities	16		80			637			—			733
TOTAL LIABILITIES	5,540		21,653			17,211			(23,248		)	21,156

TOTAL AON SHAREHOLDERS’ EQUITY	5,754		(10		)	26,543			(26,533		)	5,754
Noncontrolling interests	—		—			72			—			72
TOTAL EQUITY	5,754		(10		)	26,615			(26,533		)	5,826
TOTAL LIABILITIES AND EQUITY	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

Condensed Consolidating Statement of Financial Position



	As of December 31, 2016
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	1,633		$	655		$	(1,862	)	$	426
Short-term investments	—		140			150			—			290
Receivables, net	—		3			2,103			—			2,106
Fiduciary assets	—		—			8,959			—			8,959
Intercompany receivables	105		1,880			9,825			(11,810		)	—
Current assets of discontinued operations	—		—			1,118			—			1,118
Other current assets	—		25			222			—			247
Total Current Assets	105		3,681			23,032			(13,672		)	13,146
Goodwill	—		—			7,410			—			7,410
Intangible assets, net	—		—			1,890			—			1,890
Fixed assets, net	—		—			550			—			550
Non-current deferred tax assets	134		726			171			(706		)	325
Intercompany receivables	366		261			8,711			(9,338		)	—
Prepaid pension	—		5			853			—			858
Non-current assets of discontinued operations	—		—			2,076			—			2,076
Other non-current assets	2		119			239			—			360
Investment in subsidiary	10,107		17,137			(350		)	(26,894		)	—
TOTAL ASSETS	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	585	$	44		$	2,837		$	(1,862	)	$	1,604
Short-term debt and current portion of long-term debt	279		50			7			—			336
Fiduciary liabilities	—		—			8,959			—			8,959
Intercompany payables	142		10,399			1,269			(11,810		)	—
Current liabilities of discontinued operations	—		—			940			—			940
Other current liabilities	—		63			593			—			656
Total Current Liabilities	1,006		10,556			14,605			(13,672		)	12,495
Long-term debt	4,177		1,413			279			—			5,869
Non-current deferred tax liabilities	—		—			759			(658		)	101
Pension, other post-retirement and other post-employment liabilities	—		1,356			404			—			1,760
Intercompany payables	—		8,877			461			(9,338		)	—
Non-current liabilities of discontinued operations	—		—			139			—			139
Other non-current liabilities	8		77			634			—			719
TOTAL LIABILITIES	5,191		22,279			17,281			(23,668		)	21,083

TOTAL AON SHAREHOLDERS’ EQUITY	5,523		(350		)	27,244			(26,942		)	5,475
Noncontrolling interests	—		—			57			—			57
TOTAL EQUITY	5,523		(350		)	27,301			(26,942		)	5,532
TOTAL LIABILITIES AND EQUITY	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2017
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(28	)	$	1,117		$	533		$	(1,440	)	$	182
Cash provided by operating activities - discontinued operations	—			—			58			—			58
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(28		)	1,117			591			(1,440		)	240

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			565			4			(544		)	25
Purchases of investments	—			(4		)	(546		)	541			(9		)
Net purchases of short-term investments - non-fiduciary	—			94			—			—			94
Acquisition of businesses, net of cash acquired	—			—			(46		)	—			(46		)
Sale of businesses, net of cash sold	—			—			(2		)	—			(2		)
Capital expenditures	—			—			(34		)	—			(34		)
Cash provided by investing activities - continuing operations	—			655			(624		)	(3		)	28
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			655			(639		)	(3		)	13

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(126		)	—			—			—			(126		)
Advances from (to) affiliates	290			(1,990		)	(17		)	1,717			—
Issuance of shares for employee benefit plans	(85		)	—			—			—			(85		)
Issuance of debt	457			535			—			—			992
Repayment of debt	(421		)	(525		)	(4		)	—			(950		)
Cash dividends to shareholders	(87		)	—			—			—			(87		)
Noncontrolling interests and other financing activities	—			—			(2		)	—			(2		)
Cash used for financing activities - continuing operations	28			(1,980		)	(23		)	1,717			(258		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	28			(1,980		)	(23		)	1,717			(258		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			25			—			25
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(208		)	(46		)	274			20
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			1,633			660			(1,862		)	431
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,425		$	614		$	(1,588	)	$	451

(1) Includes 18 million of discontinued operations at March 31, 2017.

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(47	)	$	(37	)	$	228		$	—		$	144
Cash provided by operating activities - discontinued operations	—			—			129			—			129
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(47		)	(37		)	357			—			273

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			9			4			—			13
Purchases of investments	—			(5		)	(9		)	—			(14		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(244		)	17			—			(227		)
Acquisition of businesses, net of cash acquired	—			—			(16		)	—			(16		)
Sale of businesses, net of cash sold	—			—			97			—			97
Capital expenditures	—			—			(37		)	—			(37		)
Cash provided by investing activities - continuing operations	—			(240		)	56			—			(184		)
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			(240		)	41			—			(199		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(685		)	—			—			—			(685		)
Advances from (to) affiliates	(46		)	(219		)	(147		)	412			—
Issuance of shares for employee benefit plans	(64		)	—			(1		)	—			(65		)
Issuance of debt	996			50			(1		)	—			1,045
Repayment of debt	(72		)	(100		)	(3		)	—			(175		)
Cash dividends to shareholders	(82		)	—			—			—			(82		)
Noncontrolling interests and other financing activities	—			—			(42		)	—			(42		)
Cash used for financing activities - continuing operations	47			(269		)	(194		)	412			(4		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	47			(269		)	(194		)	412			(4		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			11			—			11
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(546		)	215			412			81
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,537		$	1,457		$	(2,529	)	$	465

(1) Includes $3 million of discontinued operations at March 31, 2016.

Accounting Principles and Practices (Policies)

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Condensed 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 Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for all periods presented.

Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

Use of Estimates

The preparation of the accompanying Condensed 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 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.

New Accounting Pronouncements

Presentation of Net Periodic Pension and Postretirement Benefit Costs

In March 2017, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. An entity will apply the new guidance retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension costs and net periodic postretirement benefit in assets. The new guidance allows a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The new guidance is effective for Aon in the first quarter of 2018. The adoption of this guidance will have no impact on the total results of the Company. The presentation of results will reflect a change in operating income offset by an equal change in other income (expense) for the period.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued new accounting guidance on simplifying the test for goodwill impairment. Currently the standard requires an entity to perform a two-step test to determine the amount, if any, of goodwill impairment. In Step 1, an entity compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the entity performs Step 2 and compares the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. The new guidance removes the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. An entity will apply the new guidance on a prospective basis. The new guidance is effective for Aon in the first quarter of 2020 and early adoption is permitted for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements.

Income Tax Consequences of Intercompany Transactions

In October 2016, the FASB issued new accounting guidance on the income tax consequences of intra-entity asset transfers other than inventory. The guidance will require that the seller and buyer recognize the consolidated current and deferred income tax consequences of a transaction in the period the transaction occurs rather than deferring to a future period and recognizing those consequences when the asset has been sold to an outside party or otherwise recovered through use (i.e., depreciated, amortized, impaired). An entity will apply the new guidance on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The new guidance is effective for Aon in the first quarter of 2018, and the Company is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements.

Statement of Cash Flows

In August 2016, the FASB issued new accounting guidance on the classification of certain cash receipts and cash payments. Under the new guidance, an entity will no longer have discretion to choose the classification for a number of transactions, including contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. The new standard will be effective for the Company in the first quarter of 2018, with early adoption permitted. An entity will apply the new guidance through retrospective adjustment to all periods presented. The retrospective approach includes a practical expedient that entities may apply should retrospective adoption be impracticable; in this case, the amendments for these issues may be applied prospectively as of the earliest date practicable. The guidance will not have a material impact on the Company’s Condensed Consolidated Statements of Cash Flows.

Credit Losses

In June 2016, the FASB issued new accounting guidance on the measurement of credit losses on financial instruments. The new guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. An entity will apply the new guidance through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance is effective for Aon in the first quarter of 2020 and early adoption is permitted beginning in the first quarter of 2019. Aon is currently evaluating the impact that the standard will have on its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Share-based Compensation

In March 2016, the FASB issued new accounting guidance on several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement and treated as discrete items in the reporting period. Further, excess tax benefits are required to be classified along with other income tax cash flows as an operating activity. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method.

The Company adopted this guidance on January 1, 2017, with the following impacts:


•	Increase to Deferred tax assets on the Condensed Consolidated Statement of Financial Position of approximately $49 million through a cumulative-effect adjustment to Retained earnings for excess tax benefits not previously recognized, and


•	Recognition of $29 million, or $0.11 per share income tax benefit from continuing operations in the Condensed Consolidated Statement of Income for the quarter ended March 31, 2017 related to excess tax benefits.

Adoption of the guidance was applied prospectively on the Statement of Cash Flows and prior period comparable information was not restated. Other elements of the guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Leases

In February 2016, the FASB issued new accounting guidance on leases, which requires lessees to recognize assets and liabilities for most leases. Under the new guidance, a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from currently effective U.S. GAAP. The new standard will be effective for the Company in the first quarter of 2019, with early application permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Aon is currently evaluating the impact the standard will have on its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Financial Assets and Liabilities

In January 2016, the FASB issued new accounting guidance on recognition and measurement of financial assets and financial liabilities. The amendments in the new guidance make targeted improvements, which include the requirement to measure equity investments with readily determinable fair values at fair value through net income, simplification of the impairment assessment for equity investments without readily determinable fair values, adjustments to existing and additional disclosure requirements, and additional tax considerations. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values, including disclosure requirements, should be applied prospectively to equity investments that exist as of the date of adoption of the guidance. The guidance is effective for the Company in the first quarter of 2018 and early adoption is permitted. Aon is currently evaluating the impact that the standard will have on the its Condensed Consolidated Financial Statements, as well as the method of transition and period of adoption.

Revenue Recognition

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, which, when effective, will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of the standard 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 standard 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 standard is effective for Aon in the first quarter of 2018 and early adoption is permitted beginning in the first quarter of 2017. Two methods of transition are permitted 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, revenue 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 Company will adopt this standard in the first quarter of 2018 and is evaluating both methods of transition; however, it is currently anticipated that a modified retrospective adoption approach will be used.

A preliminary assessment to determine the impacts of the new accounting standard has been performed. The Company is currently implementing accounting and operational processes that will be impacted by the new standard, but is still evaluating the quantitative impacts the standard will have on its financial statements.

However, the primary impacts of the new standard to the Company are anticipated to be as follows:

The Company currently recognizes revenue for certain brokerage activities over a period of time either due to the transfer of value to customers or as the remuneration becomes determinable. Under the new standard, this revenue will be recognized on the effective date of the associated policies when control of the policy transfers to the customer. As a result, revenue from these arrangements will be recognized in earlier periods under the new standard in comparison to the current guidance and will change the timing and amount of revenue recognized for annual and interim periods. The Company is currently assessing the timing and measurement of revenue recognition under the new standard for certain other services.

Additionally, the new standard provides guidance on accounting for certain revenue-related costs including when to capitalize costs associated with obtaining and fulfilling a contract. These costs are currently expensed as incurred under existing U.S. GAAP. These assets recognized for the costs to obtain and/or fulfill a contract will be amortized on a on a systematic basis that is consistent with the transfer of the services to which the asset relates. The Company is quantifying the nature and amount of costs that would qualify for capitalization and the amount of amortization that will be recognized in each period

Derivatives

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, enters into monetary intercompany transfers denominated in a currency that differs from its functional currency, or enters into 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 Condensed 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 (expense) in the Condensed Consolidated Statements of Income.

Fair Value Measurement

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

Money market funds consist of institutional prime, treasury, and government money market funds. The Company reviews these funds to obtain reasonable assurance that the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and 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 underlying security and volatility. On a sample basis 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 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 an understanding of the models, inputs, and assumptions used in developing prices provided by its vendors through discussions with the fund managers. The Company 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 historically are not material to the fair value estimates used 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.

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.

Discontinued Operations (Tables)

Discontinued Operations

The following table presents the aggregate carrying amounts of the classes of assets and liabilities presented as discontinued operations within the Company’s Condensed Consolidated Statements of Financial Position (in millions):



	March 31, 2017		December 31, 2016
ASSETS
Cash and cash equivalents	$	18	$	5
Receivables, net	412		483
Fiduciary assets	591		526
Goodwill	1,338		1,337
Intangible assets, net	322		333
Fixed assets, net	222		215
Other assets	283		295
TOTAL ASSETS	$	3,186	$	3,194

LIABILITIES
Accounts payable and accrued liabilities	$	114	$	197
Fiduciary liabilities	591		526
Other liabilities	331		356
TOTAL LIABILITIES	$	1,036	$	1,079

The following table presents financial results of the Divested Business (in millions):



	Three Months Ended
	March 31, 2017		March 31, 2016
Revenue
Total Revenue	$	527	$	529
Expenses
Total Operating Expenses ⁽¹⁾	470		486
Income from discontinued operations before income taxes	57		43
Income taxes	17		18
Income from discontinued operations, net of tax	$	40	$	25

(1)

Upon triggering held for sale criteria in February 2017, Aon ceased depreciating and amortizing all long-lived assets included in discontinued operations. Specifically, included within Total operating expenses was $8 million and $18 million, respectively, of depreciation of fixed assets and $11 million and $30 million, respectively, of intangible asset amortization for the three months ended March 31, 2017 and 2016.

Other Financial Data (Tables)

Schedule of Other Income (Expense)

Other income (expense) consists of the following (in millions):



Three months ended March 31	2017			2016
Foreign currency remeasurement loss	$	(10	)	$	(17	)
(Loss) gain on disposal of business	(2		)	35
Equity earnings	6			2
Loss on financial instruments	(4		)	(2		)
Total	$	(10	)	$	18

Schedule of Allowance for Doubtful Accounts

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



Three months ended March 31	2017			2016
Balance at January 1	$	56		$	58
Provision charged to Other general expenses	6			5
Accounts written off, net of recoveries	(3		)	(1		)
Foreign currency translation	2			—
Balance at March 31	$	61		$	62

Schedule of Other Current Assets

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



As of	March 31, 2017		December 31, 2016
Taxes receivable	$	147	$	100
Prepaid expenses	125		102
Other	37		45
Total	$	309	$	247

Schedule of Other Non-current Assets

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



As of	March 31, 2017		December 31, 2016
Investments	121		119
Taxes receivable	80		82
Other	178		159
Total	$	379	$	360

Schedule of Other Current Liabilities

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



As of	March 31, 2017		December 31, 2016
Deferred revenue	$	338	$	199
Taxes payable	57		77
Other	378		380
Total	$	773	$	656

Schedule of Other Non-current Liabilities

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



As of	March 31, 2017		December 31, 2016
Taxes payable	$	317	$	288
Deferred revenue	49		49
Leases	135		136
Compensation and benefits	61		56
Other	171		190
Total	$	733	$	719

Acquisitions and Dispositions of Businesses (Tables)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s acquisitions (in millions):



	March 31, 2017		December 31, 2016
Cash	$	47	$	891
Deferred and contingent consideration	5		43
Aggregate consideration transferred	52		934
Assets acquired:
Cash and cash equivalents	1		12
Receivables, net	2		52
Goodwill	33		642
Intangible assets, net	23		366
Fixed assets, net	1		30
Other assets	1		2
Total assets acquired	61		1,104
Liabilities assumed:
Current liabilities	3		163
Other liabilities	6		7
Total liabilities assumed	9		170
Net assets acquired	$	52	$	934

Restructuring (Tables)

Restructuring and Related Costs

The following summarizes restructuring and separation costs by type that have been incurred through March 31, 2017 and are estimated to be incurred through the end of the Restructuring Plan (in millions):



	First Quarter 2017		Estimated Remaining Costs		Estimated Total Cost ⁽¹⁾
Workforce reduction	$	103	$	104	$	207
Technology rationalization	3		143		146
Lease consolidation	3		173		176
Asset impairments	13		27		40
Other costs associated with restructuring and separation ⁽²⁾	22		159		181
Total restructuring and related expenses	$	144	$	606	$	750

(1)

Actual costs, when incurred, may vary due to changes in the assumptions built into the Restructuring Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.


(2)	Other costs associated with the Restructuring Plan, including costs to separate the Divested Business, as well as moving costs, consulting and legal fees. These costs are generally recognized when incurred.

Schedule of Restructuring Reserve by Type of Cost

As of March 31, 2017, the Company’s liabilities for the Restructuring Plan are as follows (in millions):



	Restructuring Plan
Balance at January 1, 2017	$	—
Expensed	130
Cash payments	(31		)
Foreign currency translation and other	9
Balance at March 31, 2017	$	108

Goodwill and Other Intangible Assets (Tables)

Schedule of changes in the net carrying amount of goodwill by operating segment

The changes in the net carrying amount of goodwill for the three months ended March 31, 2017 are as follows (in millions):




Balance as of January 1, 2017	$	7,410
Goodwill related to current year acquisitions	33
Goodwill related to disposals	—
Goodwill related to prior year acquisitions	(21		)
Foreign currency translation	122
Balance as of March 31, 2017	$	7,544

Schedule of other intangible assets by asset class

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



	March 31, 2017						December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets with indefinite lives:
Tradenames	$	999	$	—	$	999	$	998	$	—	$	998

Intangible assets with finite lives:
Customer related and contract based	2,069		1,253		816		2,023		1,198		825
Technology and other	388		317		71		376		309		67
Total	$	3,456	$	1,570	$	1,886	$	3,397	$	1,507	$	1,890

Schedule of estimated future amortization expense on intangible assets

The estimated future amortization for finite lived intangible assets as of March 31, 2017 is as follows (in millions):



			Subsequent Event
	As of March 31, 2017		Estimated Impairment Charge ⁽¹⁾		Estimated Tradename Amortization ⁽²⁾			Revised Estimated Total Future Amortization
Remainder of 2017	$	131	$	400	$	137		$	668
2018	155		—		206			361
2019	137		—		206			343
2020	121		—		68			189
2021	87		—		(1		)	86
Thereafter	256		—		(17		)	239
Total	$	887	$	400	$	599		$	1,886


(1)	In the second quarter of 2017, in connection with the completion of the sale of the Divested Business, the Company expects to recognize a non-cash impairment charge to the associated indefinite lived tradename of approximately $400 million. Refer to Note 3 “Discontinued Operations” for further information.


(2)	Additionally, effective May 1, 2017, consistent with operating as one segment, the Company has implemented a three-year strategy to transition to a unified Aon brand. As a result, Aon commenced amortization of all indefinite lived tradenames and prospectively accelerated amortization of its finite lived tradenames over the three-year period.

Shareholders' Equity (Tables)

Schedule of components of weighted average number of shares

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



	Three months ended March 31
	2017	2016
Basic weighted-average ordinary shares outstanding	264.8	271.7
Dilutive effect of potentially issuable shares	2.2	2.0
Diluted weighted-average ordinary shares outstanding	267.0	273.7

Components of Accumulated other comprehensive loss, net of related tax

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



	Change in Fair Value of Financial Instruments ⁽¹⁾			Foreign Currency Translation Adjustments			Post-Retirement Benefit Obligation ⁽²⁾			Total
Balance at December 31, 2016	$	(37	)	$	(1,264	)	$	(2,611	)	$	(3,912	)
Other comprehensive (loss) income before reclassifications, net	4			146			—			150
Amounts reclassified from accumulated other comprehensive loss:
Amounts reclassified from accumulated other comprehensive (loss) income	(10		)	—			26			16
Tax benefit (expense)	4			—			(8		)	(4		)
Amounts reclassified from accumulated other comprehensive (loss) income, net	(6		)	—			18			12
Net current period other comprehensive (loss) income	(2		)	146			18			162
Balance at March 31, 2017	$	(39	)	$	(1,118	)	$	(2,593	)	$	(3,750	)


(1)	Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense), Other general expenses, and Compensation and benefits. See Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivative and hedging activity.


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

Employee Benefits (Tables)

Components of net periodic benefit cost for the pension plans

The following table provides the components of the net periodic (benefit) cost recognized in the Condensed Consolidated Statements of Income in Compensation and benefits for Aon’s material U.K., U.S., and other significant international pension plans located in the Netherlands and Canada (in millions):



	Three months ended March 31
	U.K.						U.S.						Other
	2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	—		$	—		$	—		$	—
Interest cost	30			43			24			28			6			7
Expected return on plan assets, net of administration expenses	(48		)	(64		)	(35		)	(39		)	(11		)	(12		)
Amortization of prior-service cost	—			1			—			—			—			—
Amortization of net actuarial loss	7			8			13			13			3			3
Net periodic (benefit) cost	$	(11	)	$	(12	)	$	2		$	2		$	(2	)	$	(2	)

Share-Based Compensation Plans (Tables)

Share-based compensation expense recognized in continuing operations

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



	Three months ended March 31
	2017		2016
Restricted share units (“RSUs”)	$	55	$	57
Performance share awards (“PSAs”)	19		19
Employee share purchase plans	4		3
Total share-based compensation expense	$	78	$	79

Restricted share unit activity

The following table summarizes the status of the Company’s RSUs, including shares related to the Divested Business (shares in thousands):



	Three months ended March 31
	2017				2016
	Shares		Fair Value ⁽¹⁾		Shares		Fair Value ⁽¹⁾
Non-vested at beginning of period	6,195		$	89	7,167		$	77
Granted	614		119		851		99
Vested	(960	)	90		(1,379	)	73
Forfeited	(50	)	91		(94	)	78
Non-vested at end of period	5,799		$	92	6,545		$	81


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

Performance-based plans

Information as of March 31, 2017 regarding the Company’s target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the three months ended March 31, 2017 and the years ended December 31, 2016 and 2015, respectively, is as follows (shares in thousands and dollars in millions, except fair value):



	March 31, 2017		December 31, 2016		December 31, 2015
Target PSAs granted during period	538		750		963
Weighted average fair value per share at date of grant	$	115	$	100	$	96
Number of shares that would be issued based on current performance levels	538		667		1,361
Unamortized expense, based on current performance levels	$	62	$	39	$	32

Derivatives and Hedging (Tables)

Notional and fair values of derivative instruments

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



	Notional Amount				Derivative Assets ⁽¹⁾				Derivative Liabilities ⁽²⁾
	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016
Foreign exchange contracts:
Accounted for as hedges	$	523	$	758	$	10	$	14	$	11	$	13
Not accounted for as hedges ⁽³⁾	243		189		1		1		2		1
Total	$	766	$	947	$	11	$	15	$	13	$	14


(1)	Included within Other current assets ($2 million at March 31, 2017 and $6 million at December 31, 2016) or Other non-current assets ($9 million at March 31, 2017 and $9 million at December 31, 2016).


(2)	Included within Other current liabilities ($5 million at March 31, 2017 and $7 million at December 31, 2016) or Other non-current liabilities ($8 million at March 31, 2017 and $7 million at December 31, 2016).


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

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



	Gross Amounts of Recognized Assets				Gross Amounts Offset in the Statement of Financial Position					Net Amounts of Assets Presented in the Statement of Financial Position ⁽¹⁾
Derivatives accounted for as hedges:	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016			March 31, 2017		December 31, 2016
Foreign exchange contracts	$	10	$	14	$	—	$	(1	)	$	10	$	13


(1)	Included within Other current assets ($2 million at March 31, 2017 and $4 million at December 31, 2016) or Other non-current assets ($8 million at March 31, 2017 and $9 million at December 31, 2016).

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



	Gross Amounts of Recognized Liabilities				Gross Amounts Offset in the Statement of Financial Position					Net Amounts of Liabilities Presented in the Statement of Financial Position ⁽¹⁾
Derivatives accounted for as hedges:	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016			March 31, 2017		December 31, 2016
Foreign exchange contracts	$	11	$	13	$	—	$	(1	)	$	11	$	12


(1)	Included within Other current liabilities ($5 million at March 31, 2017 and $5 million at December 31, 2016) or Other non-current liabilities ($6 million at March 31, 2017 and $7 million at December 31, 2016).

Derivative gains (losses)

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2017 and 2016 are as follows (in millions):



Cash Flow Hedge - Foreign Exchange Contracts	Location of reclassification from Accumulated Other Comprehensive Loss											Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:
Three months ended March 31	Compensation and Benefits			Other General Expenses			Interest Expense		Other Income (Expense)			Total
2017	$	8		$	1		$	—	$	(3	)	$	6
2016	(2		)	(3		)	—		(5		)	(10		)



Cash Flow Hedge - Foreign Exchange Contracts	Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):
Three months ended March 31	Compensation and Benefits		Other General Expenses			Interest Expense		Other Income			Total
2017	$	13	$	(1	)	$	—	$	(2	)	$	10
2016	1		—			—		(1		)	—

Fair Value Measurements and Financial Instruments (Tables)

Schedule of assets and liabilities that are measured at fair value on a recurring basis

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016 (in millions):



			Fair Value Measurements Using
	Balance at March 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds ⁽¹⁾	$	1,649	$	1,649	$	—	$	—
Other investments:
Government bonds	1		—		1		—
Equity investments	9		6		3		—
Derivatives: ⁽²⁾
Foreign exchange contracts	11		—		11		—
Liabilities:
Derivatives:
Foreign exchange contracts	13		—		13		—


(1)	Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.


(2)	Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.



			Fair Value Measurements Using
	Balance at December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds ⁽¹⁾	$	1,371	$	1,371	$	—	$	—
Other investments:
Government bonds	1		—		1		—
Equity investments	9		6		3		—
Derivatives: ⁽²⁾
Foreign exchange contracts	15		—		15		—
Liabilities:
Derivatives:
Foreign exchange contracts	14		—		14		—


(1)	Included within Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.


(2)	Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.

Schedule of financial instruments where the carrying amounts and fair values differ

The fair value of 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):



	March 31, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Current portion of long-term debt ⁽¹⁾	$	283	$	292	$	—	$	—
Long-term debt	5,610		5,964		5,869		6,264


(1)	Excludes commercial paper program.

Segment Information (Tables)

Schedule of reconciliation of segment income before tax to income from continuing operations before income taxes

Revenue from continuing operations for each of the Company’s principal product and service lines is as follows (in millions):



Three months ended March 31	2017		2016
Commercial Risk Solutions	$	984	$	961
Reinsurance Solutions	371		371
Retirement Solutions	386		395
Health Solutions	372		292
Data & Analytic Services	268		259
Elimination	—		(2		)
Total revenue	2,381		2,276

Guarantee of Registered Securities (Tables)

Condensed Consolidating Statements of Income

Condensed Consolidating Statement of Income



	Three months ended March 31, 2017
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,381		$	—		$	2,381
Expenses
Compensation and benefits	52			6			1,403			—			1,461
Information technology	—			—			88			—			88
Premises	—			—			84			—			84
Depreciation of fixed assets	—			—			54			—			54
Amortization of intangible assets	—			—			43			—			43
Other general expenses	5			2			301			—			308
Total operating expenses	57			8			1,973			—			2,038
Operating (loss) income	(57		)	(8		)	408			—			343
Interest income	—			6			(2		)	(2		)	2
Interest expense	(45		)	(24		)	(3		)	2			(70		)
Intercompany interest income (expense)	3			(136		)	133			—			—
Intercompany other (expense) income	(50		)	7			43			—			—
Other income (expense)	(10		)	12			(20		)	8			(10		)
Income from continuing operations before income taxes	(159		)	(143		)	559			8			265
Income tax (benefit) expense	(14		)	(54		)	68			—			—
(Loss) income from continuing operations	(145		)	(89		)	491			8			265
Income from discontinued operations, net of tax	—			—			40			—			40
(Loss) income before equity in earnings of subsidiaries	(145		)	(89		)	531			8			305
Equity in earnings of subsidiaries, net of tax	428			271			182			(881		)	—
Net income	283			182			713			(873		)	305
Less: Net income attributable to noncontrolling interests	—			—			14			—			14
Net income attributable to Aon shareholders	$	283		$	182		$	699		$	(873	)	$	291

Condensed Consolidating Statement of Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,276		$	—		$	2,276
Expenses
Compensation and benefits	43			3			1,299			—			1,345
Information technology	—			—			83			—			83
Premises	—			—			82			—			82
Depreciation of fixed assets	—			—			38			—			38
Amortization of intangible assets	—			—			37			—			37
Other general expenses	7			2			262			—			271
Total operating expenses	50			5			1,801			—			1,856
Operating (loss) income	(50		)	(5		)	475			—			420
Interest income	—			5			4			(7		)	2
Interest expense	(45		)	(28		)	(3		)	7			(69		)
Intercompany interest income (expense)	4			(133		)	129			—			—
Intercompany other (expense) income	(54		)	1			53			—			—
Other income (expense)	—			(5		)	23			—			18
Income from continuing operations before income taxes	(145		)	(165		)	681			—			371
Income tax (benefit) expense	(26		)	(62		)	147			—			59
(Loss) income from continuing operations	(119		)	(103		)	534			—			312
Income from discontinued operations, net of tax	—			—			25			—			25
(Loss) income before equity in earnings of subsidiaries	(119		)	(103		)	559			—			337
Equity in earnings of subsidiaries, net of tax	444			356			253			(1,053		)	—
Net income	325			253			812			(1,053		)	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	$	325		$	253		$	800		$	(1,053	)	$	325

Condensed Consolidating Statements of Comprehensive Income

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2017
						Other
	Aon		Aon			Non-Guarantor		Consolidating
(millions)	plc		Corporation			Subsidiaries		Adjustments			Consolidated
Net income (loss)	$	283	$	182		$	713	$	(873	)	$	305
Less: Net income attributable to noncontrolling interests	—		—			14		—			14
Net income (loss) attributable to Aon shareholders	283		182			699		(873		)	291
Other comprehensive (loss) income, net of tax:
Change in fair value of financial instruments	—		(2		)	—		—			(2		)
Foreign currency translation adjustments	—		—			155		(8		)	147
Post-retirement benefit obligation	—		8			10		—			18
Total other comprehensive income (loss)	—		6			165		(8		)	163
Equity in other comprehensive loss of subsidiaries, net of tax	170		164			170		(504		)	—
Less: Other comprehensive income attributable to noncontrolling interests	—		—			1		—			1
Total other comprehensive loss attributable to Aon shareholders	170		170			334		(512		)	162
Comprehensive income (loss) attributable to Aon shareholders	$	453	$	352		$	1,033	$	(1,385	)	$	453

Condensed Consolidating Statement of Comprehensive Income



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
Net income	$	325		$	253		$	812		$	(1,053	)	$	337
Less: Net income attributable to noncontrolling interests	—			—			12			—			12
Net income attributable to Aon shareholders	325			253			800			(1,053		)	325
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			(2		)	(5		)	—			(7		)
Foreign currency translation adjustments	—			11			(90		)	—			(79		)
Post-retirement benefit obligation	—			13			(214		)	—			(201		)
Total other comprehensive loss	—			22			(309		)	—			(287		)
Equity in other comprehensive loss of subsidiaries, net of tax	(287		)	(314		)	(292		)	893			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			—			—			—
Total other comprehensive loss attributable to Aon shareholders	(287		)	(292		)	(601		)	893			(287		)
Comprehensive income (loss) attributable to Aon Shareholders	$	38		$	(39	)	$	199		$	(160	)	$	38

Condensed Consolidating Statements of Financial Position

Condensed Consolidating Statement of Financial Position



	As of March 31, 2017
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	1,425		$	596		$	(1,588	)	$	433
Short-term investments	—		46			154			—			200
Receivables, net	—		—			2,103			—			2,103
Fiduciary assets	—		—			9,162			—			9,162
Intercompany receivables	73		3,215			8,345			(11,633		)	—
Current assets of discontinued operations	—		—			3,186			—			3,186
Other current assets	6		12			291			—			309
Total Current Assets	79		4,698			23,837			(13,221		)	15,393
Goodwill	—		—			7,544			—			7,544
Intangible assets, net	—		—			1,886			—			1,886
Fixed assets, net	—		—			536			—			536
Non-current deferred tax assets	134		723			172			(678		)	351
Intercompany receivables	372		261			8,716			(9,349		)	—
Prepaid pension	—		5			888			—			893
Other non-current assets	2		120			257			—			379
Investment in subsidiary	10,707		15,836			(10		)	(26,533		)	—
TOTAL ASSETS	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	$	837	$	18		$	2,065		$	(1,588	)	$	1,332
Short-term debt and current portion of long-term debt	324		60			283			—			667
Fiduciary liabilities	—		—			9,162			—			9,162
Intercompany payables	167		9,799			1,667			(11,633		)	—
Current liabilities of discontinued operations	—		—			1,036			—			1,036
Other current liabilities	—		62			711			—			773
Total Current Liabilities	1,328		9,939			14,924			(13,221		)	12,970
Long-term debt	4,196		1,413			1			—			5,610
Non-current deferred tax liabilities	—		—			790			(678		)	112
Pension, other post-retirement and other post-employment liabilities	—		1,340			391			—			1,731
Intercompany payables	—		8,881			468			(9,349		)	—
Other non-current liabilities	16		80			637			—			733
TOTAL LIABILITIES	5,540		21,653			17,211			(23,248		)	21,156

TOTAL AON SHAREHOLDERS’ EQUITY	5,754		(10		)	26,543			(26,533		)	5,754
Noncontrolling interests	—		—			72			—			72
TOTAL EQUITY	5,754		(10		)	26,615			(26,533		)	5,826
TOTAL LIABILITIES AND EQUITY	$	11,294	$	21,643		$	43,826		$	(49,781	)	$	26,982

Condensed Consolidating Statement of Financial Position



	As of December 31, 2016
						Other
	Aon		Aon			Non-Guarantor			Consolidating
(millions)	plc		Corporation			Subsidiaries			Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	—	$	1,633		$	655		$	(1,862	)	$	426
Short-term investments	—		140			150			—			290
Receivables, net	—		3			2,103			—			2,106
Fiduciary assets	—		—			8,959			—			8,959
Intercompany receivables	105		1,880			9,825			(11,810		)	—
Current assets of discontinued operations	—		—			1,118			—			1,118
Other current assets	—		25			222			—			247
Total Current Assets	105		3,681			23,032			(13,672		)	13,146
Goodwill	—		—			7,410			—			7,410
Intangible assets, net	—		—			1,890			—			1,890
Fixed assets, net	—		—			550			—			550
Non-current deferred tax assets	134		726			171			(706		)	325
Intercompany receivables	366		261			8,711			(9,338		)	—
Prepaid pension	—		5			853			—			858
Non-current assets of discontinued operations	—		—			2,076			—			2,076
Other non-current assets	2		119			239			—			360
Investment in subsidiary	10,107		17,137			(350		)	(26,894		)	—
TOTAL ASSETS	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615

LIABILITIES AND EQUITY

Accounts payable and accrued liabilities	$	585	$	44		$	2,837		$	(1,862	)	$	1,604
Short-term debt and current portion of long-term debt	279		50			7			—			336
Fiduciary liabilities	—		—			8,959			—			8,959
Intercompany payables	142		10,399			1,269			(11,810		)	—
Current liabilities of discontinued operations	—		—			940			—			940
Other current liabilities	—		63			593			—			656
Total Current Liabilities	1,006		10,556			14,605			(13,672		)	12,495
Long-term debt	4,177		1,413			279			—			5,869
Non-current deferred tax liabilities	—		—			759			(658		)	101
Pension, other post-retirement and other post-employment liabilities	—		1,356			404			—			1,760
Intercompany payables	—		8,877			461			(9,338		)	—
Non-current liabilities of discontinued operations	—		—			139			—			139
Other non-current liabilities	8		77			634			—			719
TOTAL LIABILITIES	5,191		22,279			17,281			(23,668		)	21,083

TOTAL AON SHAREHOLDERS’ EQUITY	5,523		(350		)	27,244			(26,942		)	5,475
Noncontrolling interests	—		—			57			—			57
TOTAL EQUITY	5,523		(350		)	27,301			(26,942		)	5,532
TOTAL LIABILITIES AND EQUITY	$	10,714	$	21,929		$	44,582		$	(50,610	)	$	26,615

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2017
	Aon			Aon			Other Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(28	)	$	1,117		$	533		$	(1,440	)	$	182
Cash provided by operating activities - discontinued operations	—			—			58			—			58
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(28		)	1,117			591			(1,440		)	240

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			565			4			(544		)	25
Purchases of investments	—			(4		)	(546		)	541			(9		)
Net purchases of short-term investments - non-fiduciary	—			94			—			—			94
Acquisition of businesses, net of cash acquired	—			—			(46		)	—			(46		)
Sale of businesses, net of cash sold	—			—			(2		)	—			(2		)
Capital expenditures	—			—			(34		)	—			(34		)
Cash provided by investing activities - continuing operations	—			655			(624		)	(3		)	28
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			655			(639		)	(3		)	13

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(126		)	—			—			—			(126		)
Advances from (to) affiliates	290			(1,990		)	(17		)	1,717			—
Issuance of shares for employee benefit plans	(85		)	—			—			—			(85		)
Issuance of debt	457			535			—			—			992
Repayment of debt	(421		)	(525		)	(4		)	—			(950		)
Cash dividends to shareholders	(87		)	—			—			—			(87		)
Noncontrolling interests and other financing activities	—			—			(2		)	—			(2		)
Cash used for financing activities - continuing operations	28			(1,980		)	(23		)	1,717			(258		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	28			(1,980		)	(23		)	1,717			(258		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			25			—			25
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(208		)	(46		)	274			20
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			1,633			660			(1,862		)	431
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,425		$	614		$	(1,588	)	$	451

(1) Includes 18 million of discontinued operations at March 31, 2017.

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2016
							Other
	Aon			Aon			Non-Guarantor			Consolidating
(millions)	plc			Corporation			Subsidiaries			Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Cash provided by operating activities - continuing operations	$	(47	)	$	(37	)	$	228		$	—		$	144
Cash provided by operating activities - discontinued operations	—			—			129			—			129
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(47		)	(37		)	357			—			273

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments	—			9			4			—			13
Purchases of investments	—			(5		)	(9		)	—			(14		)
Net (purchases) sales of short-term investments - non-fiduciary	—			(244		)	17			—			(227		)
Acquisition of businesses, net of cash acquired	—			—			(16		)	—			(16		)
Sale of businesses, net of cash sold	—			—			97			—			97
Capital expenditures	—			—			(37		)	—			(37		)
Cash provided by investing activities - continuing operations	—			(240		)	56			—			(184		)
Cash provided by investing activities - discontinued operations	—			—			(15		)	—			(15		)
CASH USED FOR INVESTING ACTIVITIES	—			(240		)	41			—			(199		)

CASH FLOWS FROM FINANCING ACTIVITIES
Share repurchase	(685		)	—			—			—			(685		)
Advances from (to) affiliates	(46		)	(219		)	(147		)	412			—
Issuance of shares for employee benefit plans	(64		)	—			(1		)	—			(65		)
Issuance of debt	996			50			(1		)	—			1,045
Repayment of debt	(72		)	(100		)	(3		)	—			(175		)
Cash dividends to shareholders	(82		)	—			—			—			(82		)
Noncontrolling interests and other financing activities	—			—			(42		)	—			(42		)
Cash used for financing activities - continuing operations	47			(269		)	(194		)	412			(4		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	47			(269		)	(194		)	412			(4		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			11			—			11
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(546		)	215			412			81
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	—			2,083			1,242			(2,941		)	384
CASH AND CASH EQUIVALENTS AT END OF PERIOD ⁽¹⁾	$	—		$	1,537		$	1,457		$	(2,529	)	$	465

(1) Includes $3 million of discontinued operations at March 31, 2016.

Basis of Presentation Basis of Presentation - Narrative (Details)

3 Months Ended

Mar. 31, 2017

revenue_line

segment

Segment Reporting, Revenue Reconciling Item [Line Items]

Number of reportable segments

1

Number of revenue lines

5

Commissions, Fees and Other and Fiduciary Investment Income

Segment Reporting, Revenue Reconciling Item [Line Items]

Number of revenue lines

1

Accounting Principles and Practices (Narrative) (Details) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Mar. 31, 2017

Accounting Standards Update 2016-09, Excess Tax Benefit Component

Dec. 31, 2016

Retained Earnings

Dec. 31, 2016

Retained Earnings

Accounting Standards Update 2016-09, Excess Tax Benefit Component

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Adoption of new accounting guidance

$ 49

Deferred tax assets

$ 351

$ 325

$ 29

Income (loss) from extraordinary items, tax effect, (in dollars per share)

$ 0.11

Discontinued Operations (Details) (Tempo Business, USD $)

3 Months Ended

0 Months Ended

Mar. 31, 2017

Discontinued Operations, Disposed of by Sale

Jun. 30, 2017

Scenario, Forecast

Discontinued Operations, Disposed of by Sale

Jun. 30, 2017

Trade Names

Scenario, Forecast

Discontinued Operations, Disposed of by Sale

May 1, 2017

Subsequent Event

agreement

May 1, 2017

Subsequent Event

Discontinued Operations, Disposed of by Sale

May 1, 2017

Subsequent Event

Maximum

Discontinued Operations, Disposed of by Sale

Dispositions

Purchase price

$ 4,300,000,000

$ 4,200,000,000

Deferred consideration

500,000,000

Number of commercial agreements

2

Gain (Loss) from disposal of discontinued operation, net of tax

500,000,000

Impairment of indefinite intangible assets

$ 400,000,000

Transaction close period

1 year

Discontinued Operations Income Statement (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Total Operating Expenses (1)

Income from discontinued operations, net of tax

$ 40

$ 25

Tempo Business |
Discontinued Operations, Disposed of by Sale

Revenue

Total Revenue

527

529

Total Operating Expenses (1)

Operating expense

470

486

Income from discontinued operations before income taxes

57

43

Income taxes

17

18

Income from discontinued operations, net of tax

40

25

Depreciation of fixed assets

8

18

Amortization of intangible assets

$ 11

$ 30

Discontinued Operations Balance Sheet (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Mar. 31, 2016

Mar. 31, 2017

Tempo Business

Discontinued Operations, Disposed of by Sale

Dec. 31, 2016

Tempo Business

Discontinued Operations, Disposed of by Sale

ASSETS

Cash and cash equivalents

$ 18

$ 3

$ 18

$ 5

Receivables, net

412

483

Fiduciary assets

591

526

Goodwill

1,338

1,337

Intangible assets, net

322

333

Fixed assets, net

222

215

Other assets

283

295

TOTAL ASSETS

3,186

3,194

LIABILITIES

Accounts payable and accrued liabilities

114

197

Fiduciary liabilities

591

526

Other liabilities

331

356

TOTAL LIABILITIES

$ 1,036

$ 1,079

Cash and Cash Equivalents and Short-term Investments (Details)

In Millions, unless otherwise specified

Mar. 31, 2017

USD ($)

Mar. 31, 2017

GBP (£)

Dec. 31, 2016

USD ($)

Dec. 31, 2016

GBP (£)

Cash, Cash Equivalents, and Short-term Investments [Abstract]

Cash and cash equivalents and short-term investments

$ 633

$ 716

Restricted cash

86

82

Operating funds in U.K.

$ 54.0

£ 43.3

$ 53.2

£ 43.3

Other Financial Data - Schedule of Other Income (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Other (Expense) Income

Foreign currency remeasurement loss

$ (10)

$ (17)

(Loss) gain on disposal of business

(2)

35

Equity earnings

6

2

Loss on financial instruments

(4)

(2)

Total

$ (10)

$ 18

Other Financial Data - Schedule of Allowance for Doubtful Accounts (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Allowance for Doubtful Accounts Receivable [Roll Forward]

Balance at January 1

$ 56

$ 58

Provision charged to Other general expenses

6

5

Accounts written off, net of recoveries

(3)

(1)

Foreign currency translation

2

0

Balance at March 31

$ 61

$ 62

Other Financial Data - Schedule of Other Current Assets (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Other Financial Data [Abstract]

Taxes receivable

$ 147

$ 100

Prepaid expenses

125

102

Other

37

45

Total

$ 309

$ 247

Other Financial Data - Schedule of Other Non-current Assets (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Other Financial Data [Abstract]

Investments

$ 121

$ 119

Taxes receivable

80

82

Other

178

159

Total

$ 379

$ 360

Other Financial Data - Schedule of Other Current Liabilities (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Other Financial Data [Abstract]

Deferred revenue

$ 338

$ 199

Taxes payable

57

77

Other

378

380

Total

$ 773

$ 656

Other Financial Data - Schedule of Other Non-current Liabilities (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Other Financial Data [Abstract]

Taxes payable

$ 317

$ 288

Deferred revenue

49

Leases

135

136

Compensation and benefits

61

56

Other

171

190

Total

$ 733

$ 719

Acquisitions and Dispositions of Businesses - Acquisitions (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Mar. 31, 2017

acquisition

Dec. 31, 2016

acquisition

Business Acquisition

Number of business acquired under business combination

2

8

Assets acquired:

Goodwill

$ 7,544

$ 7,410

2016 Acquisitions

Business Combination, Consideration Transferred [Abstract]

Cash

891

Deferred and contingent consideration

43

Aggregate consideration transferred

934

Assets acquired:

Cash and cash equivalents

12

Receivables, net

52

Goodwill

642

Intangible assets, net

366

Fixed assets, net

30

Other assets

2

Total assets acquired

1,104

Liabilities assumed:

Current liabilities

163

Other liabilities

7

Total liabilities assumed

170

Net assets acquired

934

2017 Acquisitions

Business Combination, Consideration Transferred [Abstract]

Cash

47

Deferred and contingent consideration

5

Aggregate consideration transferred

52

Assets acquired:

Cash and cash equivalents

1

Receivables, net

2

Goodwill

33

Intangible assets, net

23

Fixed assets, net

1

Other assets

1

Total assets acquired

61

Liabilities assumed:

Current liabilities

3

Other liabilities

6

Total liabilities assumed

9

Net assets acquired

$ 52

Acquisitions and Dispositions of Businesses - Dispositions (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Dispositions

(Loss) gain on disposal of business

$ (2)

$ 35

Disposal Group, Not Discontinued Operations [Member]

Dispositions

Number of dispositions

3

2

Restructuring Narrative (Details) (2017 Plan, USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

job_elimination

Restructuring Cost and Reserve [Line Items]

Expected total cost

$ 750

Number of positions eliminated to date

1,065

Costs incurred

144

Workforce reduction

Restructuring Cost and Reserve [Line Items]

Expected total cost

207

Costs incurred

103

Technology rationalization

Restructuring Cost and Reserve [Line Items]

Expected total cost

146

Costs incurred

3

Lease consolidation

Restructuring Cost and Reserve [Line Items]

Expected total cost

176

Costs incurred

3

Asset impairments

Restructuring Cost and Reserve [Line Items]

Expected total cost

40

Costs incurred

13

Other Restructuring

Restructuring Cost and Reserve [Line Items]

Expected total cost

181

Costs incurred

22

Non-cash charges for asset impairments and lease consolidations

Restructuring Cost and Reserve [Line Items]

Expected total cost

$ 50

Minimum

Restructuring Cost and Reserve [Line Items]

Expected number of positions eliminated

1,600

Maximum

Restructuring Cost and Reserve [Line Items]

Expected number of positions eliminated

1,900

Restructuring - Schedule of Restructuring and Related Expenses (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Restructuring Cost and Reserve [Line Items]

Estimated Remaining Costs

$ 606

2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

144

Expected total cost

750

Workforce reduction |
2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

103

Estimated Remaining Costs

104

Expected total cost

207

Technology rationalization |
2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

3

Estimated Remaining Costs

143

Expected total cost

146

Lease consolidation |
2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

3

Estimated Remaining Costs

173

Expected total cost

176

Asset impairments |
2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

13

Estimated Remaining Costs

27

Expected total cost

40

Other Restructuring |
2017 Plan

Restructuring Cost and Reserve [Line Items]

First Quarter 2017

22

Estimated Remaining Costs

159

Expected total cost

$ 181

Restructuring - Schedule of Restructuring Reserve (Details) (2017 Plan, USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

2017 Plan

Restructuring Plan

Balance at January 1, 2017

$ 0

Expensed

130

Cash payments

(31)

Foreign currency translation and other

9

Balance at March 31, 2017

$ 108

Goodwill and Other Intangible Assets (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Changes in the net carrying amount of goodwill by operating segment

Beginning balance

$ 7,410

Goodwill related to current year acquisitions

33

Goodwill related to disposals

0

Goodwill related to prior year acquisitions

(21)

Foreign currency translation

122

Ending balance

$ 7,544

Goodwill and Other Intangible Assets (Details 2) (USD $)

In Millions, unless otherwise specified

3 Months Ended

0 Months Ended

3 Months Ended

Mar. 31, 2017

segment

Mar. 31, 2016

Dec. 31, 2016

Mar. 31, 2017

Customer related and contract based

Dec. 31, 2016

Customer related and contract based

Mar. 31, 2017

Technology and other

Dec. 31, 2016

Technology and other

May 1, 2017

Subsequent Event

May 1, 2017

Subsequent Event

May 1, 2017

Subsequent Event

Trade Names

Jun. 30, 2017

Scenario, Forecast

Discontinued Operations, Disposed of by Sale

Tempo Business

Trade Names

Intangible assets with indefinite lives

Tradenames

$ 999

$ 998

Intangible assets with finite lives

Gross Carrying Amount

3,456

3,397

2,069

2,023

388

376

Accumulated Amortization

1,570

1,507

1,253

1,198

317

309

Net Carrying Amount

1,886

1,890

816

825

71

67

Amortization of intangible assets

43

37

Estimated amortization for intangible assets

Remainder of 2017

131

668

2018

155

361

2019

137

343

2020

121

189

2021

87

86

Thereafter

256

239

Total

887

1,886

Additional Estimated Amortization Expense

Additional amortization expense, 2017

137

Additional amortization expense, 2018

206

Additional amortization expense, 2019

206

Additional amortization expense, 2020

68

Additional amortization expense, 2021

(1)

Additional amortization expense, thereafter

(17)

Total additional amortization expense

599

Impairment of indefinite intangible assets

$ 400

Number of segments

1

Brand transition period

3 years

Finite-lived intangible asset, useful life

3 years

Debt (Details)

3 Months Ended

Mar. 31, 2017

credit_facility

Mar. 31, 2017

Commercial paper

USD ($)

Mar. 31, 2016

Commercial paper

USD ($)

Dec. 31, 2016

Commercial paper

USD ($)

Mar. 31, 2017

Credit Facility Expiring February 2021

USD ($)

Mar. 31, 2017

Credit Facility Expiring March 2017

Line of Credit

USD ($)

Mar. 31, 2017

Foreign Line of Credit

2020 Facility

Line of Credit

USD ($)

Mar. 31, 2017

Commercial paper

US Commercial Paper Program

USD ($)

Mar. 31, 2017

Commercial paper

European Multi Currency Paper Program

USD ($)

Mar. 31, 2017

Commercial paper

European Multi Currency Paper Program

EUR (€)

Debt Instrument [Line Items]

Number of credit facilities

1

Line of credit facility, maximum borrowing capacity

$ 400,000,000

$ 900,000,000

$ 323,940,150.00000

€ 300,000,000

Long-term line of credit

0

Total debt

384,000,000

329,000,000

Weighted average commercial paper outstanding

$ 367,000,000

$ 177,000,000

Weighted-average interest rates (as a percent)

0.12%

0.11%

Income Taxes (Details)

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Effective income tax rate

0.10%

15.90%

Shareholders' Equity (Details) (USD $)

3 Months Ended

60 Months Ended

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Mar. 31, 2017

Share Repurchase Program of 2014

Feb. 28, 2017

Share Repurchase Program of 2014

Mar. 31, 2017

2012 - Share Repurchase Program

Mar. 31, 2016

2012 - Share Repurchase Program

Apr. 30, 2012

2012 - Share Repurchase Program

Common Stock Programs

Share repurchase authorization limit (up to)

$ 5,000,000,000

Shares purchased (in shares)

91,300,000

1,100,000

7,700,000

Average price per share of stock repurchased (in usd per share)

$ 114.46

$ 97.92

Total cost of shares purchased

126,000,000

7,300,000,000

125,000,000

750,000,000

Treasury stock acquired, additional transaction costs

600,000

Share repurchase, remaining authorization limit (shares)

$ 7,700,000,000

Weighted average shares outstanding

Shares for basic earnings per share (in shares)

264,800,000

271,700,000

Dilutive effect of potentially issuable shares (in shares)

2,200,000

2,000,000

Shares for diluted earnings per share (in shares)

267,000,000

273,700,000

Number of shares excluded from the calculation of diluted earnings per share (in shares)

0

500,000

Shareholders' Equity (Details 2) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Dec. 31, 2016

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]

Stockholders' equity, including portion attributable to noncontrolling interest

$ 5,826

$ 5,532

Other comprehensive (loss) income before reclassifications, net

150

Amounts reclassified from accumulated other comprehensive loss:

Amounts reclassified from accumulated other comprehensive (loss) income

16

Tax benefit (expense)

(4)

Amounts reclassified from accumulated other comprehensive (loss) income, net

12

Total other comprehensive income (loss) attributable to Aon shareholders

162

(287)

Ending balance

(3,750)

(3,912)

Total

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]

Stockholders' equity, including portion attributable to noncontrolling interest

(3,750)

(3,912)

Change in Fair Value of Financial Instruments

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]

Stockholders' equity, including portion attributable to noncontrolling interest

(39)

(37)

Other comprehensive (loss) income before reclassifications, net

4

Amounts reclassified from accumulated other comprehensive loss:

Amounts reclassified from accumulated other comprehensive (loss) income

(10)

Tax benefit (expense)

4

Amounts reclassified from accumulated other comprehensive (loss) income, net

(6)

Total other comprehensive income (loss) attributable to Aon shareholders

(2)

Foreign Currency Translation Adjustments

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]

Stockholders' equity, including portion attributable to noncontrolling interest

(1,118)

(1,264)

Other comprehensive (loss) income before reclassifications, net

146

Amounts reclassified from accumulated other comprehensive loss:

Amounts reclassified from accumulated other comprehensive (loss) income

0

Tax benefit (expense)

0

Amounts reclassified from accumulated other comprehensive (loss) income, net

0

Total other comprehensive income (loss) attributable to Aon shareholders

146

Post-Retirement Benefit Obligation

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]

Stockholders' equity, including portion attributable to noncontrolling interest

(2,593)

(2,611)

Other comprehensive (loss) income before reclassifications, net

0

Amounts reclassified from accumulated other comprehensive loss:

Amounts reclassified from accumulated other comprehensive (loss) income

26

Tax benefit (expense)

(8)

Amounts reclassified from accumulated other comprehensive (loss) income, net

18

Total other comprehensive income (loss) attributable to Aon shareholders

$ 18

Employee Benefits (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

U.K.

Defined Benefit Plan Disclosure

Service cost

$ 0

Interest cost

30

43

Expected return on plan assets, net of administration expenses

(48)

(64)

Amortization of prior-service cost

0

1

Amortization of net actuarial loss

7

8

Net periodic (benefit) cost

(11)

(12)

Estimate of contributions to defined benefit pension plans for the current fiscal year

80

Contributions made to defined benefit pension plans

16

17

U.S.

Defined Benefit Plan Disclosure

Service cost

0

Interest cost

24

28

Expected return on plan assets, net of administration expenses

(35)

(39)

Amortization of prior-service cost

0

Amortization of net actuarial loss

13

Net periodic (benefit) cost

2

Estimate of contributions to defined benefit pension plans for the current fiscal year

87

Contributions made to defined benefit pension plans

13

Other

Defined Benefit Plan Disclosure

Service cost

0

Interest cost

6

7

Expected return on plan assets, net of administration expenses

(11)

(12)

Amortization of prior-service cost

0

Amortization of net actuarial loss

3

Net periodic (benefit) cost

(2)

Estimate of contributions to defined benefit pension plans for the current fiscal year

18

Contributions made to defined benefit pension plans

$ 2

$ 7

Share-Based Compensation Plans - Share-based compensation expenses recognized (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total share-based compensation expense

$ 78

$ 79

Restricted share units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total share-based compensation expense

55

57

Performance share awards (“PSAs”)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total share-based compensation expense

19

Employee share purchase plans

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total share-based compensation expense

$ 4

$ 3

Share-Based Compensation Plans - Restricted share unit activity (Details) (Restricted share units (RSUs), USD $)

In Millions, except Share data in Thousands, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Non-vested share awards (in shares)

Non-vested at beginning of period (in shares)

6,195

7,167

Granted (in shares)

614

851

Vested (in shares)

(960)

(1,379)

Forfeited (in shares)

(50)

(94)

Non-vested at end of period (in shares)

5,799

6,545

Weighted Average Fair value

Non-vested at beginning of period (in dollars per share)

$ 89

$ 77

Granted (in dollars per share)

$ 119

$ 99

Vested (in dollars per share)

$ 90

$ 73

Forfeited (in dollars per share)

$ 91

$ 78

Non-vested at end of period (in dollars per share)

$ 92

$ 81

Unamortized deferred compensation expense

$ 392

Remaining weighted-average amortization period (in years)

2 years

Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Award vesting period

3 years

Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Award vesting period

5 years

Share-Based Compensation Plans - Performance Share Awards Narrative (Details) (Performance Shares)

3 Months Ended

Mar. 31, 2017

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting conditions period (in years)

3 years

Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares issued, percent

0.00%

Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares issued, percent

200.00%

Share-Based Compensation Plans - Schedule of Performance-based plans (Details) (Performance Shares, USD $)

In Millions, except Share data in Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Performance Shares

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Target PSAs granted during period (in shares)

538

750

963

Weighted average fair value per share at date of grant (in dollars per share)

$ 115

$ 100

$ 96

Number of shares that would be issued based on current performance levels (in shares)

538

667

1,361

Unamortized expense, based on current performance levels

$ 62

$ 39

$ 32

Derivatives and Hedging - Foreign Exchange Risk Management Narrative (Details)

3 Months Ended

Mar. 31, 2017

Cash Flow Hedging

Derivative [Line Items]

Foreign currency exposures, maximum average hedging period (less than)

2 years

Not Designated as Hedging Instrument

Derivative [Line Items]

Foreign currency exposures, maximum hedging period (up to)

1 year

Derivatives and Hedging - Interest Rate Management Risk Narrative (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Derivative [Line Items]

Estimated pretax losses currently included within Accumulated Other Comprehensive Loss that will be reclassified to earnings in next twelve months

$ 15

Not Designated as Hedging Instrument |
Foreign exchange contracts

Derivative [Line Items]

Derivative gain (loss)

$ 1

$ (1)

Derivatives and Hedging - Notional and fair values of derivative instruments (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Derivatives, Fair Value

Notional Amount

$ 766

$ 947

Derivative Assets

11

15

Derivative Liabilities

13

14

Term of derivative contract

30 days

Other Current Assets

Derivatives, Fair Value

Derivative Assets

2

6

Amount not offset against collateral, derivative asset

2

4

Other Noncurrent Assets

Derivatives, Fair Value

Derivative Assets

9

Amount not offset against collateral, derivative asset

8

9

Other Current Liabilities

Derivatives, Fair Value

Derivative Liabilities

5

7

Amount not offset against collateral, derivative liabilities

5

Other Noncurrent Liabilities

Derivatives, Fair Value

Derivative Liabilities

8

7

Amount not offset against collateral, derivative liabilities

6

7

Derivatives accounted for as hedges |
Foreign exchange contracts

Derivatives, Fair Value

Notional Amount

523

758

Derivative Assets

10

14

Derivative Liabilities

11

13

Gross Amounts Offset in the Statement of Financial Position

0

(1)

Net Amounts of Assets Presented in the Statement of Financial Position

10

13

Gross Amounts Offset in the Statement of Financial Position

0

(1)

Net Amounts of Liabilities Presented in the Statement of Financial Position

11

12

Not Designated as Hedging Instrument |
Foreign exchange contracts

Derivatives, Fair Value

Notional Amount

243

189

Derivative Assets

1

Derivative Liabilities

$ 2

$ 1

Derivatives and Hedging - Schedule of amounts of derivative gains (losses) recognized in the Consolidated Financial Statements (Details) (Cash Flow Hedging, Foreign exchange contracts, USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Derivative [Line Items]

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:

$ 6

$ (10)

Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):

10

0

Compensation and benefits

Derivative [Line Items]

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:

8

(2)

Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):

13

1

Other General Expenses

Derivative [Line Items]

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:

1

(3)

Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):

(1)

0

Interest Expense

Derivative [Line Items]

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:

0

Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):

0

Other Income (Expense)

Derivative [Line Items]

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss:

(3)

(5)

Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion):

$ (2)

$ (1)

Derivatives and Hedging - Foreign Hedge (Details)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

USD ($)

Mar. 31, 2017

EUR (€)

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair value of hedge of net investment of foreign operations

$ 234

€ 217

Effective portion of gain reclassified from Accumulated OCI into income

$ 11

Fair Value Measurements and Financial Instruments - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Details) (Recurring, USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Money market funds and highly liquid debt securities

Assets:

Money market funds and highly liquid debt securities

$ 1,649

$ 1,371

Government bonds

Assets:

Other investments:

1

Equity investments

Assets:

Other investments:

9

Foreign exchange contracts

Assets:

Derivatives

11

15

Liabilities:

Derivatives:

13

14

Quoted Prices in Active Markets for Identical Assets (Level 1) |
Money market funds and highly liquid debt securities

Assets:

Money market funds and highly liquid debt securities

1,649

1,371

Quoted Prices in Active Markets for Identical Assets (Level 1) |
Government bonds

Assets:

Other investments:

0

Quoted Prices in Active Markets for Identical Assets (Level 1) |
Equity investments

Assets:

Other investments:

6

Quoted Prices in Active Markets for Identical Assets (Level 1) |
Foreign exchange contracts

Assets:

Derivatives

0

Liabilities:

Derivatives:

0

Significant Other Observable Inputs (Level 2) |
Money market funds and highly liquid debt securities

Assets:

Money market funds and highly liquid debt securities

0

Significant Other Observable Inputs (Level 2) |
Government bonds

Assets:

Other investments:

1

Significant Other Observable Inputs (Level 2) |
Equity investments

Assets:

Other investments:

3

Significant Other Observable Inputs (Level 2) |
Foreign exchange contracts

Assets:

Derivatives

11

15

Liabilities:

Derivatives:

13

14

Significant Unobservable Inputs (Level 3) |
Money market funds and highly liquid debt securities

Assets:

Money market funds and highly liquid debt securities

0

Significant Unobservable Inputs (Level 3) |
Government bonds

Assets:

Other investments:

0

Significant Unobservable Inputs (Level 3) |
Equity investments

Assets:

Other investments:

0

Significant Unobservable Inputs (Level 3) |
Foreign exchange contracts

Assets:

Derivatives

0

Liabilities:

Derivatives:

$ 0

Fair Value Measurements and Financial Instruments - Schedule of financial instruments where the carrying amounts and fair values differ (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

Carrying Value

Fair value of financial instrument

Current portion of long-term debt (1)

$ 283

$ 0

Long-term debt

5,610

5,869

Fair Value |
Fair Value, Inputs, Level 2

Fair value of financial instrument

Current portion of long-term debt (1)

292

0

Long-term debt

$ 5,964

$ 6,264

Commitments and Contingencies (Details)

3 Months Ended

0 Months Ended

1 Months Ended

0 Months Ended

1 Months Ended

0 Months Ended

1 Months Ended

0 Months Ended

12 Months Ended

Mar. 31, 2017

USD ($)

Mar. 31, 2016

USD ($)

Dec. 31, 2016

USD ($)

Mar. 31, 2017

Potential Claim for Pension Advisory Services

USD ($)

Apr. 30, 2014

Potential Claim for Pension Advisory Services

GBP (£)

Sep. 14, 2010

Opry Mills Mall Limited Partnership

USD ($)

Aug. 31, 2015

Opry Mills Mall Limited Partnership

USD ($)

Mar. 31, 2015

Opry Mills Mall Limited Partnership

USD ($)

Mar. 31, 2017

International Road Transport Union

Litigation Award

USD ($)

Jan. 26, 2015

International Road Transport Union

Litigation Award

CHF

Dec. 2, 2014

International Road Transport Union

Litigation Award

CHF

Jun. 1, 2007

International Road Transport Union

Litigation Award

CHF

Dec. 31, 2014

International Road Transport Union

Litigation Award

CHF

Jan. 26, 2015

International Road Transport Union

Litigation USD Denominated Award

USD ($)

Dec. 2, 2014

International Road Transport Union

Litigation USD Denominated Award

USD ($)

Jun. 1, 2007

International Road Transport Union

Litigation USD Denominated Award

USD ($)

Dec. 31, 2014

International Road Transport Union

Litigation USD Denominated Award

USD ($)

Jun. 1, 2007

International Road Transport Union

Litigation Expenses and Interest

USD ($)

Dec. 20, 2016

Pending Litigation

Trustees Of Gleeds Pension Fund 2016

GBP (£)

Mar. 31, 2017

Pending Litigation

Trustees Of Gleeds Pension Fund 2016

USD ($)

Mar. 31, 2017

Pending Litigation

Lyttleton Port Company Limited

USD ($)

Jun. 29, 2015

Pending Litigation

Lyttleton Port Company Limited

NZD ($)

Mar. 31, 2017

Minimum

USD ($)

Mar. 31, 2017

Maximum

USD ($)

Dec. 31, 2016

Aviation and Aerospace Broking Industry

USD ($)

Legal, Guarantees and Indemnifications

Estimate of possible loss

$ 56,000,000

£ 45,000,000

$ 87,000,000

$ 0

$ 200,000,000

Damages sought

200,000,000

46,000,000

3,000,000

30,000,000

70,000,000

129,000,000

184,000,000

Revenue

2,381,000,000

2,276,000,000

100,000,000

Amount of coverage for damages contended by the insurers

50,000,000

Difference amount of damages sought by the client

150,000,000

Damages awarded

204,000,000

200,000,000

28,000,000

27,900,000

5,000,000

Damages awarded excluding interest and costs

17,000,000

16,800,000

3,100,000

Case settlement amount

14,000,000

12,800,000

4,700,000

Settlement, maximum liability

9,000,000

8,700,000.0

115,000

Letters of credit outstanding

90,000,000

Maximum potential funding under commitments

$ 64,000,000

$ 95,000,000

Segment Information (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

revenue_line

segment

Mar. 31, 2016

Segment Reporting Information

Number of reportable segments

1

Number of revenue lines

5

Number of operating segments

1

Total revenue

$ 2,381

$ 2,276

Intersegment Eliminations

Segment Reporting Information

Total revenue

0

(2)

Commercial Risk Solutions |
Operating Segments

Segment Reporting Information

Total revenue

984

961

Reinsurance Solutions |
Operating Segments

Segment Reporting Information

Total revenue

371

Retirement Solutions |
Operating Segments

Segment Reporting Information

Total revenue

386

395

Health Solutions |
Operating Segments

Segment Reporting Information

Total revenue

372

292

Data & Analytic Services |
Operating Segments

Segment Reporting Information

Total revenue

$ 268

$ 259

Guarantee of Registered Securities (Narrative) (Details)

Mar. 31, 2017

Aon plc

Condensed Financial Statements, Captions [Line Items]

Parent company's percentage ownership of guarantors

100.00%

5.00% Senior notes due September 2020

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

5.00%

8.205% Junior subordinated deferrable interest debentures due January 2027

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

8.205%

6.25% Senior notes due September 2040

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

6.25%

4.250% Senior notes due 2042

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

4.25%

4.45% notes due 2043

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

4.45%

4.00% notes due 2023

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

4.00%

2.875% notes due 2026

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

2.875%

3.50% Notes due June 2024

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

3.50%

4.60% notes due May 2044

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

4.60%

4.75% Notes Due May 2045

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

4.75%

2.80% Senior Notes Due 2021

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

2.80%

3.875% due in December 2025

Condensed Financial Statements, Captions [Line Items]

Debt interest rate percentage (as a percent)

3.875%

Guarantee of Registered Securities - Condensed Consolidating Statement of Income (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Revenue

Total revenue

$ 2,381

$ 2,276

Expenses

Compensation and benefits

1,461

1,345

Information technology

88

83

Premises

84

82

Depreciation of fixed assets

54

38

Amortization of intangible assets

43

37

Other general expenses

308

271

Total operating expenses

2,038

1,856

Operating income

343

420

Interest income

2

Interest expense

(70)

(69)

Intercompany interest income (expense)

0

Intercompany other (expense) income

0

Other income (expense)

(10)

18

Income from continuing operations before income taxes

265

371

Income tax (benefit) expense

0

59

Income from continuing operations

265

312

Income from discontinued operations, net of tax

40

25

(Loss) income before equity in earnings of subsidiaries

305

337

Equity in earnings of subsidiaries, net of tax

0

Net income

305

337

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

291

325

Aon plc

Revenue

Total revenue

0

Expenses

Compensation and benefits

52

43

Information technology

0

Premises

0

Depreciation of fixed assets

0

Amortization of intangible assets

0

Other general expenses

5

7

Total operating expenses

57

50

Operating income

(57)

(50)

Interest income

0

Interest expense

(45)

Intercompany interest income (expense)

3

4

Intercompany other (expense) income

(50)

(54)

Other income (expense)

(10)

0

Income from continuing operations before income taxes

(159)

(145)

Income tax (benefit) expense

(14)

(26)

Income from continuing operations

(145)

(119)

Income from discontinued operations, net of tax

0

(Loss) income before equity in earnings of subsidiaries

(145)

(119)

Equity in earnings of subsidiaries, net of tax

428

444

Net income

283

325

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

283

325

Aon Corporation

Revenue

Total revenue

0

Expenses

Compensation and benefits

6

3

Information technology

0

Premises

0

Depreciation of fixed assets

0

Amortization of intangible assets

0

Other general expenses

2

Total operating expenses

8

5

Operating income

(8)

(5)

Interest income

6

5

Interest expense

(24)

(28)

Intercompany interest income (expense)

(136)

(133)

Intercompany other (expense) income

7

1

Other income (expense)

12

(5)

Income from continuing operations before income taxes

(143)

(165)

Income tax (benefit) expense

(54)

(62)

Income from continuing operations

(89)

(103)

Income from discontinued operations, net of tax

0

(Loss) income before equity in earnings of subsidiaries

(89)

(103)

Equity in earnings of subsidiaries, net of tax

271

356

Net income

182

253

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

182

253

Other Non-Guarantor Subsidiaries

Revenue

Total revenue

2,381

2,276

Expenses

Compensation and benefits

1,403

1,299

Information technology

88

83

Premises

84

82

Depreciation of fixed assets

54

38

Amortization of intangible assets

43

37

Other general expenses

301

262

Total operating expenses

1,973

1,801

Operating income

408

475

Interest income

(2)

4

Interest expense

(3)

Intercompany interest income (expense)

133

129

Intercompany other (expense) income

43

53

Other income (expense)

(20)

23

Income from continuing operations before income taxes

559

681

Income tax (benefit) expense

68

147

Income from continuing operations

491

534

Income from discontinued operations, net of tax

40

25

(Loss) income before equity in earnings of subsidiaries

531

559

Equity in earnings of subsidiaries, net of tax

182

253

Net income

713

812

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

699

800

Elimination

Revenue

Total revenue

0

Expenses

Compensation and benefits

0

Information technology

0

Premises

0

Depreciation of fixed assets

0

Amortization of intangible assets

0

Other general expenses

0

Total operating expenses

0

Operating income

0

Interest income

(2)

(7)

Interest expense

2

7

Intercompany interest income (expense)

0

Intercompany other (expense) income

0

Other income (expense)

8

0

Income from continuing operations before income taxes

8

0

Income tax (benefit) expense

0

Income from continuing operations

8

0

Income from discontinued operations, net of tax

0

(Loss) income before equity in earnings of subsidiaries

8

0

Equity in earnings of subsidiaries, net of tax

(881)

(1,053)

Net income

(873)

(1,053)

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

$ (873)

$ (1,053)

Guarantee of Registered Securities - Condensed Consolidating Statement of Comprehensive Income (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Condensed Financial Statements, Captions [Line Items]

Net income (loss)

$ 305

$ 337

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

291

325

Change in fair value of financial instruments

(2)

(7)

Foreign currency translation adjustments

147

(79)

Postretirement benefit obligation

18

(201)

Total other comprehensive (loss) income

163

(287)

Equity in other comprehensive loss of subsidiaries, net of tax

0

Less: Other comprehensive loss attributable to noncontrolling interests

1

0

Total other comprehensive income (loss) attributable to Aon shareholders

162

(287)

Comprehensive income (loss) attributable to Aon shareholders

453

38

Aon plc

Condensed Financial Statements, Captions [Line Items]

Net income (loss)

283

325

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

283

325

Change in fair value of financial instruments

0

Foreign currency translation adjustments

0

Postretirement benefit obligation

0

Total other comprehensive (loss) income

0

Equity in other comprehensive loss of subsidiaries, net of tax

170

(287)

Less: Other comprehensive loss attributable to noncontrolling interests

0

Total other comprehensive income (loss) attributable to Aon shareholders

170

(287)

Comprehensive income (loss) attributable to Aon shareholders

453

38

Aon Corporation

Condensed Financial Statements, Captions [Line Items]

Net income (loss)

182

253

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

182

253

Change in fair value of financial instruments

(2)

Foreign currency translation adjustments

0

11

Postretirement benefit obligation

8

13

Total other comprehensive (loss) income

6

22

Equity in other comprehensive loss of subsidiaries, net of tax

164

(314)

Less: Other comprehensive loss attributable to noncontrolling interests

0

Total other comprehensive income (loss) attributable to Aon shareholders

170

(292)

Comprehensive income (loss) attributable to Aon shareholders

352

(39)

Other Non-Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Net income (loss)

713

812

Less: Net income attributable to noncontrolling interests

14

12

Net income attributable to Aon shareholders

699

800

Change in fair value of financial instruments

0

(5)

Foreign currency translation adjustments

155

(90)

Postretirement benefit obligation

10

(214)

Total other comprehensive (loss) income

165

(309)

Equity in other comprehensive loss of subsidiaries, net of tax

170

(292)

Less: Other comprehensive loss attributable to noncontrolling interests

1

0

Total other comprehensive income (loss) attributable to Aon shareholders

334

(601)

Comprehensive income (loss) attributable to Aon shareholders

1,033

199

Elimination

Condensed Financial Statements, Captions [Line Items]

Net income (loss)

(873)

(1,053)

Less: Net income attributable to noncontrolling interests

0

Net income attributable to Aon shareholders

(873)

(1,053)

Change in fair value of financial instruments

0

Foreign currency translation adjustments

(8)

0

Postretirement benefit obligation

0

Total other comprehensive (loss) income

(8)

0

Equity in other comprehensive loss of subsidiaries, net of tax

(504)

893

Less: Other comprehensive loss attributable to noncontrolling interests

0

Total other comprehensive income (loss) attributable to Aon shareholders

(512)

893

Comprehensive income (loss) attributable to Aon shareholders

$ (1,385)

$ (160)

Guarantee of Registered Securities - Condensed Consolidating Statement of Financial Position (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2017

Dec. 31, 2016

CURRENT ASSETS :

Cash and cash equivalents

$ 433

$ 426

Short-term investments

200

290

Receivables, net

2,103

2,106

Fiduciary assets

9,162

8,959

Intercompany receivables

0

Current assets of discontinued operations

3,186

1,118

Other current assets

309

247

Total Current Assets

15,393

13,146

Goodwill

7,544

7,410

Intangible assets, net

1,886

1,890

Fixed assets, net

536

550

Deferred tax assets

351

325

Intercompany receivables

0

Prepaid pension

893

858

Other non-current assets

379

360

Investment in subsidiary

0

Non-current assets of discontinued operations

0

2,076

TOTAL ASSETS

26,982

26,615

CURRENT LIABILITIES

Accounts payable and accrued liabilities

1,332

1,604

Short-term debt and current portion of long-term debt

667

336

Fiduciary liabilities

9,162

8,959

Intercompany payables

0

Current liabilities of discontinued operations

1,036

940

Other current liabilities

773

656

Total Current Liabilities

12,970

12,495

Long-term debt

5,610

5,869

Non-current deferred tax liabilities

112

101

Pension, other postretirement and postemployment liabilities

1,731

1,760

Intercompany payables

0

Other non-current liabilities

733

719

Non-current liabilities of discontinued operations

0

139

TOTAL LIABILITIES

21,156

21,083

TOTAL AON SHAREHOLDERS’ EQUITY

5,754

5,475

Noncontrolling interests

72

57

TOTAL EQUITY

5,826

5,532

TOTAL LIABILITIES AND EQUITY

26,982

26,615

Aon plc

CURRENT ASSETS :

Cash and cash equivalents

0

Short-term investments

0

Receivables, net

0

Fiduciary assets

0

Intercompany receivables

73

105

Current assets of discontinued operations

0

Other current assets

6

0

Total Current Assets

79

105

Goodwill

0

Intangible assets, net

0

Fixed assets, net

0

Deferred tax assets

134

Intercompany receivables

372

366

Prepaid pension

0

Other non-current assets

2

Investment in subsidiary

10,707

10,107

Non-current assets of discontinued operations

0

TOTAL ASSETS

11,294

10,714

CURRENT LIABILITIES

Accounts payable and accrued liabilities

837

585

Short-term debt and current portion of long-term debt

324

279

Fiduciary liabilities

0

Intercompany payables

167

142

Current liabilities of discontinued operations

0

Other current liabilities

0

Total Current Liabilities

1,328

1,006

Long-term debt

4,196

4,177

Non-current deferred tax liabilities

0

Pension, other postretirement and postemployment liabilities

0

Intercompany payables

0

Other non-current liabilities

16

8

Non-current liabilities of discontinued operations

0

TOTAL LIABILITIES

5,540

5,191

TOTAL AON SHAREHOLDERS’ EQUITY

5,754

5,523

Noncontrolling interests

0

TOTAL EQUITY

5,754

5,523

TOTAL LIABILITIES AND EQUITY

11,294

10,714

Aon Corporation

CURRENT ASSETS :

Cash and cash equivalents

1,425

1,633

Short-term investments

46

140

Receivables, net

0

3

Fiduciary assets

0

Intercompany receivables

3,215

1,880

Current assets of discontinued operations

0

Other current assets

12

25

Total Current Assets

4,698

3,681

Goodwill

0

Intangible assets, net

0

Fixed assets, net

0

Deferred tax assets

723

726

Intercompany receivables

261

Prepaid pension

5

Other non-current assets

120

119

Investment in subsidiary

15,836

17,137

Non-current assets of discontinued operations

0

TOTAL ASSETS

21,643

21,929

CURRENT LIABILITIES

Accounts payable and accrued liabilities

18

44

Short-term debt and current portion of long-term debt

60

50

Fiduciary liabilities

0

Intercompany payables

9,799

10,399

Current liabilities of discontinued operations

0

Other current liabilities

62

63

Total Current Liabilities

9,939

10,556

Long-term debt

1,413

Non-current deferred tax liabilities

0

Pension, other postretirement and postemployment liabilities

1,340

1,356

Intercompany payables

8,881

8,877

Other non-current liabilities

80

77

Non-current liabilities of discontinued operations

0

TOTAL LIABILITIES

21,653

22,279

TOTAL AON SHAREHOLDERS’ EQUITY

(10)

(350)

Noncontrolling interests

0

TOTAL EQUITY

(10)

(350)

TOTAL LIABILITIES AND EQUITY

21,643

21,929

Other Non-Guarantor Subsidiaries

CURRENT ASSETS :

Cash and cash equivalents

596

655

Short-term investments

154

150

Receivables, net

2,103

Fiduciary assets

9,162

8,959

Intercompany receivables

8,345

9,825

Current assets of discontinued operations

3,186

1,118

Other current assets

291

222

Total Current Assets

23,837

23,032

Goodwill

7,544

7,410

Intangible assets, net

1,886

1,890

Fixed assets, net

536

550

Deferred tax assets

172

171

Intercompany receivables

8,716

8,711

Prepaid pension

888

853

Other non-current assets

257

239

Investment in subsidiary

(10)

(350)

Non-current assets of discontinued operations

2,076

TOTAL ASSETS

43,826

44,582

CURRENT LIABILITIES

Accounts payable and accrued liabilities

2,065

2,837

Short-term debt and current portion of long-term debt

283

7

Fiduciary liabilities

9,162

8,959

Intercompany payables

1,667

1,269

Current liabilities of discontinued operations

1,036

940

Other current liabilities

711

593

Total Current Liabilities

14,924

14,605

Long-term debt

1

279

Non-current deferred tax liabilities

790

759

Pension, other postretirement and postemployment liabilities

391

404

Intercompany payables

468

461

Other non-current liabilities

637

634

Non-current liabilities of discontinued operations

139

TOTAL LIABILITIES

17,211

17,281

TOTAL AON SHAREHOLDERS’ EQUITY

26,543

27,244

Noncontrolling interests

72

57

TOTAL EQUITY

26,615

27,301

TOTAL LIABILITIES AND EQUITY

43,826

44,582

Elimination

CURRENT ASSETS :

Cash and cash equivalents

(1,588)

(1,862)

Short-term investments

0

Receivables, net

0

Fiduciary assets

0

Intercompany receivables

(11,633)

(11,810)

Current assets of discontinued operations

0

Other current assets

0

Total Current Assets

(13,221)

(13,672)

Goodwill

0

Intangible assets, net

0

Fixed assets, net

0

Deferred tax assets

(678)

(706)

Intercompany receivables

(9,349)

(9,338)

Prepaid pension

0

Other non-current assets

0

Investment in subsidiary

(26,533)

(26,894)

Non-current assets of discontinued operations

0

TOTAL ASSETS

(49,781)

(50,610)

CURRENT LIABILITIES

Accounts payable and accrued liabilities

(1,588)

(1,862)

Short-term debt and current portion of long-term debt

0

Fiduciary liabilities

0

Intercompany payables

(11,633)

(11,810)

Current liabilities of discontinued operations

0

Other current liabilities

0

Total Current Liabilities

(13,221)

(13,672)

Long-term debt

0

Non-current deferred tax liabilities

(678)

(658)

Pension, other postretirement and postemployment liabilities

0

Intercompany payables

(9,349)

(9,338)

Other non-current liabilities

0

Non-current liabilities of discontinued operations

0

TOTAL LIABILITIES

(23,248)

(23,668)

TOTAL AON SHAREHOLDERS’ EQUITY

(26,533)

(26,942)

Noncontrolling interests

0

TOTAL EQUITY

(26,533)

(26,942)

TOTAL LIABILITIES AND EQUITY

$ (49,781)

$ (50,610)

Guarantee of Registered Securities - Condensed Consolidating Statement of Cash Flows (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2017

Mar. 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

Cash provided by operating activities - continuing operations

$ 182

$ 144

Cash provided by operating activities - discontinued operations

58

129

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

240

273

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

25

13

Purchases of investments

(9)

(14)

Net purchases of short-term investments - non-fiduciary

94

(227)

Acquisition of businesses, net of cash acquired

(46)

(16)

Sale of businesses, net of cash sold

(2)

97

Capital expenditures

(34)

(37)

Cash provided by (used for) investing activities - continuing operations

28

(184)

Cash used for investing activities - discontinued operations

(15)

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

13

(199)

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

(126)

(685)

Advances from (to) affiliates

0

Issuance of shares for employee benefit plans

(85)

(65)

Issuance of debt

992

1,045

Repayment of debt

(950)

(175)

Cash dividends to shareholders

(87)

(82)

Noncontrolling interests and other financing activities

(2)

(42)

Cash used for financing activities - continuing operations

(258)

(4)

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

(258)

(4)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

25

11

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

20

81

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

431

384

CASH AND CASH EQUIVALENTS AT END OF PERIOD

451 ¹

465 ¹

Cash and cash equivalents from discontinued operations

18

3

Aon plc

CASH FLOWS FROM OPERATING ACTIVITIES

Cash provided by operating activities - continuing operations

(28)

(47)

Cash provided by operating activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

(28)

(47)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

0

Purchases of investments

0

Net purchases of short-term investments - non-fiduciary

0

Acquisition of businesses, net of cash acquired

0

Sale of businesses, net of cash sold

0

Capital expenditures

0

Cash provided by (used for) investing activities - continuing operations

0

Cash used for investing activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

0

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

(126)

(685)

Advances from (to) affiliates

290

(46)

Issuance of shares for employee benefit plans

(85)

(64)

Issuance of debt

457

996

Repayment of debt

(421)

(72)

Cash dividends to shareholders

(87)

(82)

Noncontrolling interests and other financing activities

0

Cash used for financing activities - continuing operations

28

47

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

28

47

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

0

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

0

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

0

CASH AND CASH EQUIVALENTS AT END OF PERIOD

0

Aon Corporation

CASH FLOWS FROM OPERATING ACTIVITIES

Cash provided by operating activities - continuing operations

1,117

(37)

Cash provided by operating activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

1,117

(37)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

565

9

Purchases of investments

(4)

(5)

Net purchases of short-term investments - non-fiduciary

94

(244)

Acquisition of businesses, net of cash acquired

0

Sale of businesses, net of cash sold

0

Capital expenditures

0

Cash provided by (used for) investing activities - continuing operations

655

(240)

Cash used for investing activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

655

(240)

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

0

Advances from (to) affiliates

(1,990)

(219)

Issuance of shares for employee benefit plans

0

Issuance of debt

535

50

Repayment of debt

(525)

(100)

Cash dividends to shareholders

0

Noncontrolling interests and other financing activities

0

Cash used for financing activities - continuing operations

(1,980)

(269)

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

(1,980)

(269)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

0

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(208)

(546)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

1,633

2,083

CASH AND CASH EQUIVALENTS AT END OF PERIOD

1,425

1,537

Other Non-Guarantor Subsidiaries

CASH FLOWS FROM OPERATING ACTIVITIES

Cash provided by operating activities - continuing operations

533

228

Cash provided by operating activities - discontinued operations

58

129

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

591

357

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

4

Purchases of investments

(546)

(9)

Net purchases of short-term investments - non-fiduciary

0

17

Acquisition of businesses, net of cash acquired

(46)

(16)

Sale of businesses, net of cash sold

(2)

97

Capital expenditures

(34)

(37)

Cash provided by (used for) investing activities - continuing operations

(624)

56

Cash used for investing activities - discontinued operations

(15)

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

(639)

41

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

0

Advances from (to) affiliates

(17)

(147)

Issuance of shares for employee benefit plans

0

(1)

Issuance of debt

0

(1)

Repayment of debt

(4)

(3)

Cash dividends to shareholders

0

Noncontrolling interests and other financing activities

(2)

(42)

Cash used for financing activities - continuing operations

(23)

(194)

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

(23)

(194)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

25

11

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(46)

215

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

660

1,242

CASH AND CASH EQUIVALENTS AT END OF PERIOD

614

1,457

Elimination

CASH FLOWS FROM OPERATING ACTIVITIES

Cash provided by operating activities - continuing operations

(1,440)

0

Cash provided by operating activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

(1,440)

0

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments

(544)

0

Purchases of investments

541

0

Net purchases of short-term investments - non-fiduciary

0

Acquisition of businesses, net of cash acquired

0

Sale of businesses, net of cash sold

0

Capital expenditures

0

Cash provided by (used for) investing activities - continuing operations

(3)

0

Cash used for investing activities - discontinued operations

0

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

(3)

0

CASH FLOWS FROM FINANCING ACTIVITIES

Share repurchase

0

Advances from (to) affiliates

1,717

412

Issuance of shares for employee benefit plans

0

Issuance of debt

0

Repayment of debt

0

Cash dividends to shareholders

0

Noncontrolling interests and other financing activities

0

Cash used for financing activities - continuing operations

1,717

412

Cash used for financing activities - discontinued operations

0

CASH USED FOR FINANCING ACTIVITIES

1,717

412

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

0

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

274

412

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

(1,862)

(2,941)

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$ (1,588)

$ (2,529)

[1] Includes 18 million and $3 million of discontinued operations at March 31, 2017 and March 31, 2016, respectively.