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 December 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 May 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 and Condensed Consolidating Statements of Comprehensive Income for the three and nine months ended September 30, 2018 and 2017 , Condensed Consolidating Statements of Financial Position as of September 30, 2018 and December 31, 2017 , and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 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 September 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,349 $ — $ 2,349 Expenses Compensation and benefits 13 3 1,376 — 1,392 Information technology — — 125 — 125 Premises — — 94 — 94 Depreciation of fixed assets — — 40 — 40 Amortization and impairment of intangible assets — — 100 — 100 Other general expenses — (7 ) 343 — 336 Total operating expenses 13 (4 ) 2,078 — 2,087 Operating income (loss) (13 ) 4 271 — 262 Interest income — 15 — (15 ) — Interest expense (52 ) (26 ) (6 ) 15 (69 ) Intercompany interest income (expense) 4 (128 ) 124 — — Intercompany other income (expense) 245 (251 ) 6 — — Other income (expense) (5 ) (3 ) 7 2 1 Income (loss) from continuing operations before income taxes 179 (389 ) 402 2 194 Income tax expense (benefit) (8 ) (67 ) 114 — 39 Net income (loss) from continuing operations 187 (322 ) 288 2 155 Net income (loss) from discontinued operations — — (2 ) — (2 ) Net income (loss) before equity in earnings of subsidiaries 187 (322 ) 286 2 153 Equity in earnings of subsidiaries, net of tax (42 ) (42 ) (364 ) 448 — Net income (loss) 145 (364 ) (78 ) 450 153 Less: Net income attributable to noncontrolling interests — — 6 — 6 Net income (loss) attributable to Aon shareholders $ 145 $ (364 ) $ (84 ) $ 450 $ 147 Condensed Consolidating Statement of Income Three months ended September 30, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,340 $ — $ 2,340 Expenses Compensation and benefits 25 18 1,385 — 1,428 Information technology — — 109 — 109 Premises — — 89 — 89 Depreciation of fixed assets — — 40 — 40 Amortization and impairment of intangible assets — — 101 — 101 Other general expenses 1 1 315 — 317 Total operating expenses 26 19 2,039 — 2,084 Operating income (loss) (26 ) (19 ) 301 — 256 Interest income — 18 — (8 ) 10 Interest expense (53 ) (24 ) (1 ) 8 (70 ) Intercompany interest income (expense) 3 (135 ) 132 — — Intercompany other income (expense) 291 (271 ) (20 ) — — Other income (expense) (2 ) 12 (6 ) — 4 Income (loss) from continuing operations before income taxes 213 (419 ) 406 — 200 Income tax expense (benefit) (8 ) (81 ) 93 — 4 Net income (loss) from continuing operations 221 (338 ) 313 — 196 Net income (loss) from discontinued operations — — (4 ) — (4 ) Net income (loss) before equity in earnings of subsidiaries 221 (338 ) 309 — 192 Equity in earnings of subsidiaries, net of tax (36 ) 122 (216 ) 130 — Net income (loss) 185 (216 ) 93 130 192 Less: Net income attributable to noncontrolling interests — — 7 — 7 Net income (loss) attributable to Aon shareholders $ 185 $ (216 ) $ 86 $ 130 $ 185 Condensed Consolidating Statement of Income Nine months ended September 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 8,000 $ — $ 8,000 Expenses Compensation and benefits 47 5 4,450 — 4,502 Information technology — — 363 — 363 Premises — — 283 — 283 Depreciation of fixed assets — — 126 — 126 Amortization and impairment of intangible assets — — 492 — 492 Other general expenses 3 71 1,115 — 1,189 Total operating expenses 50 76 6,829 — 6,955 Operating income (loss) (50 ) (76 ) 1,171 — 1,045 Interest income — 44 — (39 ) 5 Interest expense (149 ) (75 ) (23 ) 39 (208 ) Intercompany interest income (expense) 11 (385 ) 374 — — Intercompany other income (expense) 113 (259 ) 146 — — Other income (expense) 4 (29 ) 21 (13 ) (17 ) Income (loss) from continuing operations before income taxes (71 ) (780 ) 1,689 (13 ) 825 Income tax expense (benefit) (27 ) (144 ) 180 — 9 Net income (loss) from continuing operations (44 ) (636 ) 1,509 (13 ) 816 Net income (loss) from discontinued operations — — 5 — 5 Net income (loss) before equity in earnings of subsidiaries (44 ) (636 ) 1,514 (13 ) 821 Equity in earnings of subsidiaries, net of tax 846 868 232 (1,946 ) — Net income (loss) 802 232 1,746 (1,959 ) 821 Less: Net income attributable to noncontrolling interests — — 32 — 32 Net income (loss) attributable to Aon shareholders $ 802 $ 232 $ 1,714 $ (1,959 ) $ 789 Condensed Consolidating Statement of Income Nine months ended September 30, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 7,089 $ — $ 7,089 Expenses Compensation and benefits 85 24 4,254 — 4,363 Information technology — — 295 — 295 Premises — — 259 — 259 Depreciation of fixed assets — — 148 — 148 Amortization and impairment of intangible assets — — 604 — 604 Other general expenses 10 (3 ) 949 — 956 Total operating expenses 95 21 6,509 — 6,625 Operating income (loss) (95 ) (21 ) 580 — 464 Interest income — 35 — (15 ) 20 Interest expense (144 ) (71 ) (11 ) 15 (211 ) Intercompany interest income (expense) 10 (407 ) 397 — — Intercompany other income (expense) 189 (280 ) 91 — — Other income (expense) (25 ) 15 (2 ) 18 6 Income (loss) from continuing operations before income taxes (65 ) (729 ) 1,055 18 279 Income tax expense (benefit) (30 ) (198 ) 89 — (139 ) Net income (loss) from continuing operations (35 ) (531 ) 966 18 418 Net income (loss) from discontinued operations — — 857 — 857 Net income (loss) before equity in earnings of subsidiaries (35 ) (531 ) 1,823 18 1,275 Equity in earnings of subsidiaries, net of tax 1,262 1,028 497 (2,787 ) — Net income (loss) 1,227 497 2,320 (2,769 ) 1,275 Less: Net income attributable to noncontrolling interests — — 30 — 30 Net income (loss) attributable to Aon shareholders $ 1,227 $ 497 $ 2,290 $ (2,769 ) $ 1,245 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 145 $ (364 ) $ (78 ) $ 450 $ 153 Less: Net income attributable to noncontrolling interests — — 6 — 6 Net income (loss) attributable to Aon shareholders 145 (364 ) (84 ) 450 147 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — (2 ) 3 — 1 Foreign currency translation adjustments — — (48 ) (2 ) (50 ) Postretirement benefit obligation — 12 (74 ) — (62 ) Total other comprehensive income (loss) — 10 (119 ) (2 ) (111 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (106 ) (134 ) (124 ) 364 — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — (3 ) — (3 ) Total other comprehensive income (loss) attributable to Aon shareholders (106 ) (124 ) (240 ) 362 (108 ) Comprehensive income (loss) attributable to Aon shareholders $ 39 $ (488 ) $ (324 ) $ 812 $ 39 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 185 $ (216 ) $ 93 $ 130 $ 192 Less: Net income attributable to noncontrolling interests — — 7 — 7 Net income (loss) attributable to Aon shareholders 185 (216 ) 86 130 185 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — 3 8 — 11 Foreign currency translation adjustments — — 243 — 243 Postretirement benefit obligation — 7 11 — 18 Total other comprehensive income (loss) — 10 262 — 272 Equity in other comprehensive income (loss) of subsidiaries, net of tax 265 245 255 (765 ) — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — 7 — 7 Total other comprehensive income (loss) attributable to Aon shareholders 265 255 510 (765 ) 265 Comprehensive income (loss) attributable to Aon shareholders $ 450 $ 39 $ 596 $ (635 ) $ 450 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 802 $ 232 $ 1,746 $ (1,959 ) $ 821 Less: Net income attributable to noncontrolling interests — — 32 — 32 Net income (loss) attributable to Aon shareholders 802 232 1,714 (1,959 ) 789 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — (3 ) 17 — 14 Foreign currency translation adjustments — — (276 ) 13 (263 ) Postretirement benefit obligation — 34 74 — 108 Total other comprehensive income (loss) — 31 (185 ) 13 (141 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (148 ) (194 ) (163 ) 505 — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — (6 ) — (6 ) Total other comprehensive income (loss) attributable to Aon shareholders (148 ) (163 ) (342 ) 518 (135 ) Comprehensive income (loss) attributable to Aon shareholders $ 654 $ 69 $ 1,372 $ (1,441 ) $ 654 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2017 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 1,227 $ 497 $ 2,320 $ (2,769 ) $ 1,275 Less: Net income attributable to noncontrolling interests — — 30 — 30 Net income (loss) attributable to Aon shareholders 1,227 497 2,290 (2,769 ) 1,245 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — 3 10 — 13 Foreign currency translation adjustments — — 452 (18 ) 434 Postretirement benefit obligation — 23 33 — 56 Total other comprehensive income (loss) — 26 495 (18 ) 503 Equity in other comprehensive income (loss) of subsidiaries, net of tax 518 480 506 (1,504 ) — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — 3 — 3 Total other comprehensive income (loss) attributable to Aon shareholders 518 506 998 (1,522 ) 500 Comprehensive income (loss) attributable to Aon shareholders $ 1,745 $ 1,003 $ 3,288 $ (4,291 ) $ 1,745 Condensed Consolidating Statement of Financial Position As of September 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ 1,927 $ 400 $ (1,843 ) $ 484 Short-term investments — 47 120 — 167 Receivables, net — — 2,656 — 2,656 Fiduciary assets — — 9,314 — 9,314 Current intercompany receivables 165 4,175 12,173 (16,513 ) — Other current assets — 15 712 — 727 Total current assets 165 6,164 25,375 (18,356 ) 13,348 Goodwill — — 8,282 — 8,282 Intangible assets, net — — 1,260 — 1,260 Fixed assets, net — — 594 — 594 Deferred tax assets 99 419 153 (195 ) 476 Non-current intercompany receivables 412 260 8,256 (8,928 ) — Prepaid pension — 6 1,202 — 1,208 Other non-current assets 1 37 396 — 434 Investment in subsidiary 10,086 18,858 (371 ) (28,573 ) — Total assets $ 10,763 $ 25,744 $ 45,147 $ (56,052 ) $ 25,602 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ 1,516 $ 66 $ 1,861 $ (1,843 ) $ 1,600 Short-term debt and current portion of long-term debt 540 200 1 — 741 Fiduciary liabilities — — 9,314 — 9,314 Current intercompany payables 193 14,605 1,715 (16,513 ) — Other current liabilities — 64 924 — 988 Total current liabilities 2,249 14,935 13,815 (18,356 ) 12,643 Long-term debt 4,249 1,416 — — 5,665 Deferred tax liabilities — — 468 (195 ) 273 Pension, other postretirement and postemployment liabilities — 1,238 365 — 1,603 Non-current intercompany payables — 8,421 507 (8,928 ) — Other non-current liabilities 3 105 982 — 1,090 Total liabilities 6,501 26,115 16,137 (27,479 ) 21,274 Total Aon shareholders’ equity 4,262 (371 ) 28,944 (28,573 ) 4,262 Noncontrolling interests — — 66 — 66 Total equity 4,262 (371 ) 29,010 (28,573 ) 4,328 Total liabilities and equity $ 10,763 $ 25,744 $ 45,147 $ (56,052 ) $ 25,602 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 17,909 19 (26,812 ) — Total assets $ 9,565 $ 22,563 $ 44,525 $ (50,565 ) $ 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 postemployment 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 19 26,793 (26,812 ) 4,583 Noncontrolling interests — — 65 — 65 Total equity 4,583 19 26,858 (26,812 ) 4,648 Total liabilities and equity $ 9,565 $ 22,563 $ 44,525 $ (50,565 ) $ 26,088 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 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 $ (143 ) $ 479 $ 2,258 $ (1,619 ) $ 975 Cash provided by operating activities - discontinued operations — — — — — Cash provided by (used for) operating activities (143 ) 479 2,258 (1,619 ) 975 Cash flows from investing activities Proceeds from investments — 16 14 — 30 Payments for investments (12 ) (36 ) (29 ) 12 (65 ) Net sales (purchases) of short-term investments - non-fiduciary — 308 48 — 356 Acquisition of businesses, net of cash acquired — — (50 ) (50 ) Sale of businesses, net of cash sold — — (8 ) — (8 ) Capital expenditures — — (179 ) — (179 ) Cash provided by (used for) investing activities - continuing operations (12 ) 288 (204 ) 12 84 Cash used for investing activities - discontinued operations — — — — — Cash provided by (used for) investing activities (12 ) 288 (204 ) 12 84 Cash flows from financing activities Share repurchase (1,272 ) — — — (1,272 ) Advances from (to) affiliates 1,292 (1,564 ) (2,054 ) 2,326 — Issuance of shares for employee benefit plans (139 ) — — — (139 ) Issuance of debt 1,258 2,701 1 — 3,960 Repayment of debt (700 ) (2,501 ) (297 ) — (3,498 ) Cash dividends to shareholders (285 ) — — — (285 ) Noncontrolling interests and other financing activities — — (21 ) — (21 ) Cash provided by (used for) financing activities - continuing operations 154 (1,364 ) (2,371 ) 2,326 (1,255 ) Cash used for financing activities - discontinued operations — — — — — Cash provided by (used for) financing activities 154 (1,364 ) (2,371 ) 2,326 (1,255 ) Effect of exchange rates on cash and cash equivalents — — (76 ) — (76 ) Net increase (decrease) in cash and cash equivalents (1 ) (597 ) (393 ) 719 (272 ) Cash and cash equivalents at beginning of period 1 2,524 793 (2,562 ) 756 Cash and cash equivalents at end of period $ — $ 1,927 $ 400 $ (1,843 ) $ 484 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 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 $ (135 ) $ 999 $ 987 $ (1,562 ) $ 289 Cash provided by operating activities - discontinued operations — — 64 — 64 Cash provided by (used for) operating activities (135 ) 999 1,051 (1,562 ) 353 Cash flows from investing activities Proceeds from investments — 576 11 (544 ) 43 Payments for investments (16 ) (25 ) (571 ) 557 (55 ) Net sales (purchases) of short-term investments - non-fiduciary — (1,328 ) (16 ) — (1,344 ) Acquisition of businesses, net of cash acquired — 1 (173 ) — (172 ) Sale of businesses, net of cash sold — — 4,194 — 4,194 Capital expenditures — — (125 ) — (125 ) Cash provided by (used for) investing activities - continuing operations (16 ) (776 ) 3,320 13 2,541 Cash used for investing activities - discontinued operations — — (19 ) — (19 ) Cash provided by (used for) investing activities (16 ) (776 ) 3,301 13 2,522 Cash flows from financing activities Share repurchase (1,888 ) — — — (1,888 ) Advances from (to) affiliates 2,722 1,304 (4,274 ) 248 — Issuance of shares for employee benefit plans (118 ) — — — (118 ) Issuance of debt 544 1,100 7 — 1,651 Repayment of debt (835 ) (1,150 ) (13 ) — (1,998 ) Cash dividends to shareholders (274 ) — — — (274 ) Noncontrolling interests and other financing activities — — (21 ) — (21 ) Cash provided by (used for) financing activities - continuing operations 151 1,254 (4,301 ) 248 (2,648 ) Cash used for financing activities - discontinued operations — — — — — Cash provided by (used for) financing activities 151 1,254 (4,301 ) 248 (2,648 ) Effect of exchange rates on cash and cash equivalents — — 91 — 91 Net increase (decrease) in cash and cash equivalents — 1,477 142 (1,301 ) 318 Cash and cash equivalents at beginning of period — 1,633 660 (1,862 ) 431 Cash and cash equivalents at end of period $ — $ 3,110 $ 802 $ (3,163 ) $ 749 (1) Includes $5 million of discontinued operations at December 31, 2016. |