Guarantee of Registered Securities | Guarantee of Registered Securities As described in Note 17 “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 Corporation 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 Corporation Notes. In addition, Aon Corporation entered into an agreement pursuant to which it agreed to guarantee the obligations of Aon plc arising under the 4.25% 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”). All guarantees of Aon Corporation are 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, 2018 and 2017 , Condensed Consolidating Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017 , Condensed Consolidating Statements of Financial Position as of March 31, 2018 and December 31, 2017 , and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2018 and 2017 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. Condensed Consolidating Statement of Income Three months ended March 31, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 3,090 $ — $ 3,090 Expenses Compensation and benefits 19 1 1,596 — 1,616 Information technology — — 115 — 115 Premises — — 93 — 93 Depreciation of fixed assets — — 39 — 39 Amortization and impairment of intangible assets — — 110 — 110 Other general expenses 1 — 317 — 318 Total operating expenses 20 1 2,270 — 2,291 Operating income (loss) (20 ) (1 ) 820 — 799 Interest income — 14 — (10 ) 4 Interest expense (49 ) (24 ) (7 ) 10 (70 ) Intercompany interest income (expense) 4 (128 ) 124 — — Intercompany other income (expense) (71 ) (5 ) 76 — — Other income (expense) (7 ) (6 ) (5 ) 3 (15 ) Income (loss) from continuing operations before income taxes (143 ) (150 ) 1,008 3 718 Income tax expense (benefit) (16 ) (27 ) 157 — 114 Net income (loss) from continuing operations (127 ) (123 ) 851 3 604 Income from discontinued operations, net of tax — — 6 — 6 Net income (loss) before equity in earnings of subsidiaries (127 ) (123 ) 857 3 610 Equity in earnings of subsidiaries, net of tax 718 704 581 (2,003 ) — Net income 591 581 1,438 (2,000 ) 610 Less: Net income attributable to noncontrolling interests — — 16 — 16 Net income attributable to Aon shareholders $ 591 $ 581 $ 1,422 $ (2,000 ) $ 594 Condensed Consolidating Statement of Income Three months ended March 31, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,381 $ — $ 2,381 Expenses Compensation and benefits 52 3 1,414 — 1,469 Information technology — — 88 — 88 Premises — — 84 — 84 Depreciation of fixed assets — — 54 — 54 Amortization and impairment of intangible assets — — 43 — 43 Other general expenses 5 2 301 — 308 Total operating expenses 57 5 1,984 — 2,046 Operating income (loss) (57 ) (5 ) 397 — 335 Interest income — 6 (2 ) (2 ) 2 Interest expense (45 ) (24 ) (3 ) 2 (70 ) Intercompany interest income (expense) 3 (136 ) 133 — — Intercompany other income (expense) (50 ) 7 43 — — Other income (expense) (10 ) 9 (9 ) 8 (2 ) Income (loss) from continuing operations before income taxes (159 ) (143 ) 559 8 265 Income tax expense (benefit) (14 ) (54 ) 68 — — Net income (loss) from continuing operations (145 ) (89 ) 491 8 265 Income from discontinued operations, net of tax — — 40 — 40 Net income (loss) 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 Comprehensive Income Three months ended March 31, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 591 $ 581 $ 1,438 $ (2,000 ) $ 610 Less: Net income attributable to noncontrolling interests — — 16 — 16 Net income attributable to Aon shareholders 591 581 1,422 (2,000 ) 594 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — 3 11 — 14 Foreign currency translation adjustments — — 250 (3 ) 247 Postretirement benefit obligation — 11 37 — 48 Total other comprehensive income — 14 298 (3 ) 309 Equity in other comprehensive income of subsidiaries, net of tax 309 285 299 (893 ) — Less: Other comprehensive income attributable to noncontrolling interests — — 3 — 3 Total other comprehensive income attributable to Aon shareholders 309 299 594 (896 ) 306 Comprehensive income attributable to Aon shareholders $ 900 $ 880 $ 2,016 $ (2,896 ) $ 900 Condensed Consolidating Statement of Comprehensive Income Three months ended March 31, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated 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 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — (2 ) — — (2 ) Foreign currency translation adjustments — — 155 (8 ) 147 Postretirement benefit obligation — 8 10 — 18 Total other comprehensive income — 6 165 (8 ) 163 Equity in other comprehensive income of subsidiaries, net of tax 170 164 170 (504 ) — Less: Other comprehensive income attributable to noncontrolling interests — — 1 — 1 Total other comprehensive income attributable to Aon shareholders 170 170 334 (512 ) 162 Comprehensive income attributable to Aon shareholders $ 453 $ 352 $ 1,033 $ (1,385 ) $ 453 Condensed Consolidating Statement of Financial Position As of March 31, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $ — $ 2,603 $ 640 $ (2,646 ) $ 597 Short-term investments — 1 117 — 118 Receivables, net — 1 3,052 — 3,053 Fiduciary assets — — 10,738 — 10,738 Current intercompany receivables 186 2,355 10,953 (13,494 ) — Other current assets 1 19 589 — 609 Total Current Assets 187 4,979 26,089 (16,140 ) 15,115 Goodwill — — 8,550 — 8,550 Intangible assets, net — — 1,662 — 1,662 Fixed assets, net — — 578 — 578 Deferred tax assets 99 391 57 (251 ) 296 Non-current intercompany receivables 426 261 8,247 (8,934 ) — Prepaid pension — 6 1,201 — 1,207 Other non-current assets 1 32 406 — 439 Investment in subsidiary 10,406 19,124 1,311 (30,841 ) — TOTAL ASSETS $ 11,119 $ 24,793 $ 48,101 $ (56,166 ) $ 27,847 LIABILITIES AND EQUITY LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 896 $ 12 $ 3,283 $ (2,646 ) $ 1,545 Short-term debt and current portion of long-term debt 374 26 3 — 403 Fiduciary liabilities — — 10,738 — 10,738 Current intercompany payables 262 12,098 1,134 (13,494 ) — Other current liabilities — 65 907 — 972 Total Current Liabilities 1,532 12,201 16,065 (16,140 ) 13,658 Long-term debt 4,282 1,414 1 — 5,697 Deferred tax liabilities — — 494 (251 ) 243 Pension, other postretirement and other post-employment liabilities — 1,365 394 — 1,759 Non-current intercompany payables — 8,412 522 (8,934 ) — Other non-current liabilities 4 90 1,011 — 1,105 TOTAL LIABILITIES 5,818 23,482 18,487 (25,325 ) 22,462 TOTAL AON SHAREHOLDERS’ EQUITY 5,301 1,311 29,530 (30,841 ) 5,301 Noncontrolling interests — — 84 — 84 TOTAL EQUITY 5,301 1,311 29,614 (30,841 ) 5,385 TOTAL LIABILITIES AND EQUITY $ 11,119 $ 24,793 $ 48,101 $ (56,166 ) $ 27,847 Condensed Consolidating Statement of Financial Position As of December 31, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS CURRENT ASSETS Cash and cash equivalents $ 1 $ 2,524 $ 793 $ (2,562 ) $ 756 Short-term investments — 355 174 — 529 Receivables, net — 2 2,476 — 2,478 Fiduciary assets — — 9,625 — 9,625 Current intercompany receivables 165 1,046 10,824 (12,035 ) — Other current assets 1 29 259 — 289 Total Current Assets 167 3,956 24,151 (14,597 ) 13,677 Goodwill — — 8,358 — 8,358 Intangible assets, net — — 1,733 — 1,733 Fixed assets, net — — 564 — 564 Deferred tax assets 99 396 143 (249 ) 389 Non-current intercompany receivables 414 261 8,232 (8,907 ) — Prepaid pension — 6 1,054 — 1,060 Other non-current assets 1 35 271 — 307 Investment in subsidiary 8,884 17,910 20 (26,814 ) — TOTAL ASSETS $ 9,565 $ 22,564 $ 44,526 $ (50,567 ) $ 26,088 LIABILITIES AND EQUITY LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 574 $ 36 $ 3,913 $ (2,562 ) $ 1,961 Short-term debt and current portion of long-term debt — — 299 — 299 Fiduciary liabilities — — 9,625 — 9,625 Current intercompany payables 130 11,149 756 (12,035 ) — Other current liabilities 16 64 790 — 870 Total Current Liabilities 720 11,249 15,383 (14,597 ) 12,755 Long-term debt 4,251 1,415 1 — 5,667 Deferred tax liabilities — — 376 (249 ) 127 Pension, other postretirement and other post-employment liabilities — 1,391 398 — 1,789 Non-current intercompany payables — 8,398 509 (8,907 ) — Other non-current liabilities 11 91 1,000 — 1,102 TOTAL LIABILITIES 4,982 22,544 17,667 (23,753 ) 21,440 TOTAL AON SHAREHOLDERS’ EQUITY 4,583 20 26,794 (26,814 ) 4,583 Noncontrolling interests — — 65 — 65 TOTAL EQUITY 4,583 20 26,859 (26,814 ) 4,648 TOTAL LIABILITIES AND EQUITY $ 9,565 $ 22,564 $ 44,526 $ (50,567 ) $ 26,088 Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Cash provided by (used for) operating activities - continuing operations $ (21 ) $ 626 $ 277 $ (742 ) $ 140 Cash provided by operating activities - discontinued operations — — — — — CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (21 ) 626 277 (742 ) 140 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from investments — 10 7 — 17 Payments for investments (1 ) (5 ) (6 ) 1 (11 ) Net purchases of short-term investments - non-fiduciary — 355 60 — 415 Acquisition of businesses, net of cash acquired — — (29 ) — (29 ) Sale of businesses, net of cash sold — — (1 ) — (1 ) Capital expenditures — — (45 ) — (45 ) Cash provided by (used for) investing activities - continuing operations (1 ) 360 (14 ) 1 346 Cash used for investing activities - discontinued operations — — — — — CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (1 ) 360 (14 ) 1 346 CASH FLOWS FROM FINANCING ACTIVITIES Share repurchase (569 ) — — — (569 ) Advances from (to) affiliates 418 (933 ) (142 ) 657 — Issuance of shares for employee benefit plans (109 ) — — — (109 ) Issuance of debt 431 375 2 — 808 Repayment of debt (61 ) (349 ) (294 ) — (704 ) Cash dividends to shareholders (89 ) — — — (89 ) Noncontrolling interests and other financing activities — — — — — Cash provided by (used for) financing activities - continuing operations 21 (907 ) (434 ) 657 (663 ) Cash used for financing activities - discontinued operations — — — — — CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 21 (907 ) (434 ) 657 (663 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — — 18 — 18 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1 ) 79 (153 ) (84 ) (159 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1 2,524 793 (2,562 ) 756 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2,603 $ 640 $ (2,646 ) $ 597 Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Cash provided by (used for) 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 Payments for investments — (4 ) (546 ) 541 (9 ) Net sales 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 (used for) investing activities - continuing operations — 655 (624 ) (3 ) 28 Cash used for investing activities - discontinued operations — — (15 ) — (15 ) CASH PROVIDED BY (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 provided by (used for) financing activities - continuing operations 28 (1,980 ) (23 ) 1,717 (258 ) Cash used for financing activities - discontinued operations — — — — — CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 28 (1,980 ) (23 ) 1,717 (258 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — — 25 — 25 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — (208 ) (46 ) 274 20 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (1) — 1,633 660 (1,862 ) 431 CASH AND CASH EQUIVALENTS AT END OF PERIOD (2) $ — $ 1,425 $ 614 $ (1,588 ) $ 451 (1) Includes $5 million of discontinued operations at December 31, 2016. (2) Includes $18 million of discontinued operations at March 31, 2017. |