Guarantee of Registered Securities | Guarantee of Registered Securities As described in Note 17 “Claims, Lawsuits, and Other 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”). Additionally, Aon plc has guaranteed the obligations of Aon Corporation arising under the 4.50% Senior Notes due 2028 and the 3.75% Senior Notes due 2029. 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 guaranteed 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 has also guaranteed 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. In the fourth quarter of 2018, Aon plc obtained direct ownership in two subsidiaries that were previously indirectly owned by Aon Corporation. In the first quarter of 2019, Aon Corporation obtained indirect ownership of subsidiaries that were previously indirectly owned by Aon plc. The financial results of these subsidiaries are included in the Other Non-Guarantor Subsidiaries column of the Condensed Consolidating Financial Statements. The Company has retrospectively reflected the impact of these transactions on the Condensed Consolidating Statements of Income and Condensed Consolidating Statements of Comprehensive Income for the periods ended June 30, 2018 and the Condensed Consolidated Statement of Financial Position as of December 31, 2018. The following tables set forth Condensed Consolidating Statements of Income and Condensed Consolidating Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018 , Condensed Consolidating Statements of Financial Position as of June 30, 2019 and December 31, 2018 , and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2019 and 2018 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 Other Non-Guarantor Subsidiaries. The Condensed Consolidating Financial Statements are presented in all periods as a merger under common control. The principal consolidating adjustments are to eliminate the investment in subsidiaries and intercompany balances and transactions. Condensed Consolidating Statement of Income Three Months Ended June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,606 $ — $ 2,606 Expenses Compensation and benefits 22 4 1,475 — 1,501 Information technology — — 126 — 126 Premises — 9 76 — 85 Depreciation of fixed assets — — 40 — 40 Amortization and impairment of intangible assets — — 97 — 97 Other general expenses 3 6 335 — 344 Total operating expenses 25 19 2,149 — 2,193 Operating income (loss) (25 ) (19 ) 457 — 413 Interest income — 9 — (8 ) 1 Interest expense (45 ) (34 ) (6 ) 8 (77 ) Intercompany interest income (expense) 3 (116 ) 113 — — Intercompany other income (expense) 137 (164 ) 27 — — Other income (expense) (11 ) (14 ) 24 7 6 Income (loss) from continuing operations before income taxes 59 (338 ) 615 7 343 Income tax expense (benefit) — (64 ) 120 — 56 Net income (loss) from continuing operations 59 (274 ) 495 7 287 Net income from discontinued operations — — — — — Net income (loss) before equity in earnings of subsidiaries 59 (274 ) 495 7 287 Equity in earnings of subsidiaries 211 301 27 (539 ) — Net income 270 27 522 (532 ) 287 Less: Net income attributable to noncontrolling interests — — 10 — 10 Net income attributable to Aon shareholders $ 270 $ 27 $ 512 $ (532 ) $ 277 Condensed Consolidating Statement of Income Three Months Ended June 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,561 $ — $ 2,561 Expenses Compensation and benefits 15 1 1,478 — 1,494 Information technology — — 123 — 123 Premises — — 96 — 96 Depreciation of fixed assets — — 47 — 47 Amortization and impairment of intangible assets — — 282 — 282 Other general expenses 2 91 442 — 535 Total operating expenses 17 92 2,468 — 2,577 Operating income (loss) (17 ) (92 ) 93 — (16 ) Interest income — 15 — (14 ) 1 Interest expense (48 ) (25 ) (10 ) 14 (69 ) Intercompany interest income (expense) 3 (129 ) 126 — — Intercompany other income (expense) (93 ) 10 83 — — Other income (expense) 48 (20 ) (13 ) (18 ) (3 ) Income (loss) from continuing operations before income taxes (107 ) (241 ) 279 (18 ) (87 ) Income tax expense (benefit) (3 ) (50 ) (91 ) — (144 ) Net income (loss) from continuing operations (104 ) (191 ) 370 (18 ) 57 Net income from discontinued operations — — 1 — 1 Net income (loss) before equity in earnings of subsidiaries (104 ) (191 ) 371 (18 ) 58 Equity in earnings of subsidiaries 170 207 16 (393 ) — Net income 66 16 387 (411 ) 58 Less: Net income attributable to noncontrolling interests — — 10 — 10 Net income attributable to Aon shareholders $ 66 $ 16 $ 377 $ (411 ) $ 48 Condensed Consolidating Statement of Income Six Months Ended June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 5,749 $ — $ 5,749 Expenses Compensation and benefits 42 12 3,031 — 3,085 Information technology — — 243 — 243 Premises — 13 159 — 172 Depreciation of fixed assets — — 80 — 80 Amortization and impairment of intangible assets — — 194 — 194 Other general expenses 3 2 685 — 690 Total operating expenses 45 27 4,392 — 4,464 Operating income (loss) (45 ) (27 ) 1,357 — 1,285 Interest income — 18 — (15 ) 3 Interest expense (91 ) (62 ) (11 ) 15 (149 ) Intercompany interest income (expense) 7 (232 ) 225 — — Intercompany other income (expense) 168 (263 ) 95 — — Other income (expense) (6 ) (25 ) 32 5 6 Income (loss) from continuing operations before income taxes 33 (591 ) 1,698 5 1,145 Income tax expense (benefit) (5 ) (106 ) 293 — 182 Net income (loss) from continuing operations 38 (485 ) 1,405 5 963 Net income from discontinued operations — — — — — Net income (loss) before equity in earnings of subsidiaries 38 (485 ) 1,405 5 963 Equity in earnings of subsidiaries 893 1,025 540 (2,458 ) — Net income 931 540 1,945 (2,453 ) 963 Less: Net income attributable to noncontrolling interests — — 27 — 27 Net income attributable to Aon shareholders $ 931 $ 540 $ 1,918 $ (2,453 ) $ 936 Condensed Consolidating Statement of Income Six Months Ended June 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 5,651 $ — $ 5,651 Expenses Compensation and benefits 34 2 3,074 — 3,110 Information technology — — 238 — 238 Premises — — 189 — 189 Depreciation of fixed assets — — 86 — 86 Amortization and impairment of intangible assets — — 392 — 392 Other general expenses 3 91 759 — 853 Total operating expenses 37 93 4,738 — 4,868 Operating income (loss) (37 ) (93 ) 913 — 783 Interest income — 29 — (24 ) 5 Interest expense (97 ) (49 ) (17 ) 24 (139 ) Intercompany interest income (expense) 7 (257 ) 250 — — Intercompany other income (expense) (146 ) 5 141 — — Other income (expense) 23 (26 ) — (15 ) (18 ) Income (loss) from continuing operations before income taxes (250 ) (391 ) 1,287 (15 ) 631 Income tax expense (benefit) (19 ) (77 ) 66 — (30 ) Net income (loss) from continuing operations (231 ) (314 ) 1,221 (15 ) 661 Net income from discontinued operations — — 7 — 7 Net income (loss) before equity in earnings of subsidiaries (231 ) (314 ) 1,228 (15 ) 668 Equity in earnings of subsidiaries 888 912 598 (2,398 ) — Net income 657 598 1,826 (2,413 ) 668 Less: Net income attributable to noncontrolling interests — — 26 — 26 Net income attributable to Aon shareholders $ 657 $ 598 $ 1,800 $ (2,413 ) $ 642 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 270 $ 27 $ 522 $ (532 ) $ 287 Less: Net income attributable to noncontrolling interests — — 10 — 10 Net income attributable to Aon shareholders 270 27 512 (532 ) 277 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — — (8 ) — (8 ) Foreign currency translation adjustments — — (96 ) (7 ) (103 ) Postretirement benefit obligation — 10 4 — 14 Total other comprehensive income (loss) — 10 (100 ) (7 ) (97 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (90 ) (118 ) (108 ) 316 — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — — — — Total other comprehensive income (loss) attributable to Aon shareholders (90 ) (108 ) (208 ) 309 (97 ) Comprehensive income attributable (loss) to Aon shareholders $ 180 $ (81 ) $ 304 $ (223 ) $ 180 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 66 $ 16 $ 387 $ (411 ) $ 58 Less: Net income attributable to noncontrolling interests — — 10 — 10 Net income attributable to Aon shareholders 66 16 377 (411 ) 48 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — (4 ) 3 — (1 ) Foreign currency translation adjustments — — (478 ) 18 (460 ) Postretirement benefit obligation — 11 111 — 122 Total other comprehensive income (loss) — 7 (364 ) 18 (339 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (351 ) (345 ) (338 ) 1,034 — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — (6 ) — (6 ) Total other comprehensive income (loss) attributable to Aon shareholders (351 ) (338 ) (696 ) 1,052 (333 ) Comprehensive income attributable (loss) to Aon shareholders $ (285 ) $ (322 ) $ (319 ) $ 641 $ (285 ) Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 931 $ 540 $ 1,945 $ (2,453 ) $ 963 Less: Net income attributable to noncontrolling interests — — 27 — 27 Net income attributable to Aon shareholders 931 540 1,918 (2,453 ) 936 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — 2 (3 ) — (1 ) Foreign currency translation adjustments — — 35 (5 ) 30 Postretirement benefit obligation — 32 13 — 45 Total other comprehensive income (loss) — 34 45 (5 ) 74 Equity in other comprehensive income (loss) of subsidiaries, net of tax 77 (3 ) 31 (105 ) — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — 2 — 2 Total other comprehensive income (loss) attributable to Aon shareholders 77 31 74 (110 ) 72 Comprehensive income attributable (loss) to Aon shareholders $ 1,008 $ 571 $ 1,992 $ (2,563 ) $ 1,008 Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 657 $ 598 $ 1,826 $ (2,413 ) $ 668 Less: Net income attributable to noncontrolling interests — — 26 — 26 Net income attributable to Aon shareholders 657 598 1,800 (2,413 ) 642 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — (1 ) 14 — 13 Foreign currency translation adjustments — — (228 ) 15 (213 ) Postretirement benefit obligation — 22 148 — 170 Total other comprehensive income (loss) — 21 (66 ) 15 (30 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (42 ) (60 ) (39 ) 141 — Less: Other comprehensive income (loss) attributable to noncontrolling interests — — (3 ) — (3 ) Total other comprehensive income (loss) attributable to Aon shareholders (42 ) (39 ) (102 ) 156 (27 ) Comprehensive income attributable (loss) to Aon shareholders $ 615 $ 559 $ 1,698 $ (2,257 ) $ 615 Condensed Consolidating Statement of Financial Position As of June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ 1,371 $ 537 $ (1,327 ) $ 581 Short-term investments — 125 110 — 235 Receivables, net — — 3,227 — 3,227 Fiduciary assets — — 12,071 — 12,071 Current intercompany receivables 167 3,421 12,843 (16,431 ) — Other current assets — 10 621 — 631 Total current assets 167 4,927 29,409 (17,758 ) 16,745 Goodwill — — 8,198 — 8,198 Intangible assets, net — — 973 — 973 Fixed assets, net — — 599 — 599 Operating lease right-of-use assets — 112 847 — 959 Deferred tax assets 93 498 150 (142 ) 599 Prepaid pension — 5 1,208 — 1,213 Non-current intercompany receivables 404 261 7,200 (7,865 ) — Other non-current assets 1 28 492 — 521 Investment in subsidiary 8,937 20,147 (424 ) (28,660 ) — Total assets $ 9,602 $ 25,978 $ 48,652 $ (54,425 ) $ 29,807 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ 582 $ 57 $ 2,057 $ (1,327 ) $ 1,369 Short-term debt and current portion of long-term debt 569 275 — — 844 Fiduciary liabilities — — 12,071 — 12,071 Current intercompany payables 378 14,633 1,420 (16,431 ) — Other current liabilities — 78 1,119 — 1,197 Total current liabilities 1,529 15,043 16,667 (17,758 ) 15,481 Long-term debt 4,234 2,506 — — 6,740 Non-current operating lease liabilities — 149 813 — 962 Deferred tax liabilities — — 353 (142 ) 211 Pension, other postretirement, and postemployment liabilities — 1,232 344 — 1,576 Non-current intercompany payables — 7,366 499 (7,865 ) — Other non-current liabilities 3 106 815 — 924 Total liabilities 5,766 26,402 19,491 (25,765 ) 25,894 Equity Total Aon shareholders’ equity 3,836 (424 ) 29,084 (28,660 ) 3,836 Noncontrolling interests — — 77 — 77 Total equity 3,836 (424 ) 29,161 (28,660 ) 3,913 Total liabilities and equity $ 9,602 $ 25,978 $ 48,652 $ (54,425 ) $ 29,807 Condensed Consolidating Statement of Financial Position As of December 31, 2018 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ 862 $ 575 $ (781 ) $ 656 Short-term investments — 56 116 — 172 Receivables, net — — 2,760 — 2,760 Fiduciary assets — — 10,166 — 10,166 Current intercompany receivables 191 897 11,634 (12,722 ) — Other current assets — 16 602 — 618 Total current assets 191 1,831 25,853 (13,503 ) 14,372 Goodwill — — 8,171 — 8,171 Intangible assets, net — — 1,149 — 1,149 Fixed assets, net — — 588 — 588 Operating lease right-of-use assets — — — — — Deferred tax assets 94 467 144 (144 ) 561 Prepaid pension — 5 1,128 — 1,133 Non-current intercompany receivables 403 261 7,225 (7,889 ) — Other non-current assets 1 30 417 — 448 Investment in subsidiary 8,433 19,132 (882 ) (26,683 ) — Total assets $ 9,122 $ 21,726 $ 43,793 $ (48,219 ) $ 26,422 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ 274 $ 70 $ 2,380 $ (781 ) $ 1,943 Short-term debt and current portion of long-term debt 250 — 1 — 251 Fiduciary liabilities — — 10,166 — 10,166 Current intercompany payables 213 11,875 634 (12,722 ) — Other current liabilities — 69 867 — 936 Total current liabilities 737 12,014 14,048 (13,503 ) 13,296 Long-term debt 4,231 1,762 — — 5,993 Non-current operating lease liabilities — — — — — Deferred tax liabilities — — 325 (144 ) 181 Pension, other postretirement, and postemployment liabilities — 1,275 361 — 1,636 Non-current intercompany payables — 7,390 499 (7,889 ) — Other non-current liabilities 3 167 927 — 1,097 Total liabilities 4,971 22,608 16,160 (21,536 ) 22,203 Equity Total Aon shareholders’ equity 4,151 (882 ) 27,565 (26,683 ) 4,151 Noncontrolling interests — — 68 — 68 Total equity 4,151 (882 ) 27,633 (26,683 ) 4,219 Total liabilities and equity $ 9,122 $ 21,726 $ 43,793 $ (48,219 ) $ 26,422 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities Cash provided by (used for) operating activities $ 366 $ (110 ) $ 690 $ (585 ) $ 361 Cash flows from investing activities Proceeds from investments — 9 5 — 14 Payments for investments — (19 ) (41 ) — (60 ) Net sales (purchases) of short-term investments - non-fiduciary — (69 ) 7 — (62 ) Acquisition of businesses, net of cash acquired — — (15 ) — (15 ) Sale of businesses, net of cash sold — — 7 — 7 Capital expenditures — — (106 ) — (106 ) Cash provided by (used for) investing activities — (79 ) (143 ) — (222 ) Cash flows from financing activities Share repurchase (1,155 ) — — — (1,155 ) Advances from (to) affiliates 823 (320 ) (542 ) 39 — Issuance of shares for employee benefit plans (144 ) — — — (144 ) Issuance of debt 1,219 2,340 — — 3,559 Repayment of debt (906 ) (1,322 ) — — (2,228 ) Cash dividends to shareholders (203 ) — — — (203 ) Noncontrolling interests and other financing activities — — (61 ) — (61 ) Cash provided by (used for) financing activities (366 ) 698 (603 ) 39 (232 ) Effect of exchange rate changes on cash and cash equivalents — — 18 — 18 Net increase (decrease) in cash and cash equivalents — 509 (38 ) (546 ) (75 ) Cash and cash equivalents at beginning of period — 862 575 (781 ) 656 Cash and cash equivalents at end of period $ — $ 1,371 $ 537 $ (1,327 ) $ 581 Condensed Consolidating Statement of Cash Flows Six Months Ended June 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 $ (126 ) $ 582 $ 759 $ (802 ) $ 413 Cash flows from investing activities Proceeds from investments — 13 10 — 23 Payments for investments (12 ) (17 ) (19 ) 12 (36 ) Net sales (purchases) of short-term investments - non-fiduciary — 296 56 — 352 Acquisition of businesses, net of cash acquired — — (50 ) — (50 ) Sale of businesses, net of cash sold — — 1 — 1 Capital expenditures — — (111 ) — (111 ) Cash provided by (used for) investing activities (12 ) 292 (113 ) 12 179 Cash flows from financing activities Share repurchase (971 ) — — — (971 ) Advances from (to) affiliates 965 (810 ) (395 ) 240 — Issuance of shares for employee benefit plans (150 ) — — — (150 ) Issuance of debt 752 1,800 — — 2,552 Repayment of debt (272 ) (1,461 ) (294 ) — (2,027 ) Cash dividends to shareholders (187 ) — — — (187 ) Noncontrolling interests and other financing activities — — (15 ) — (15 ) Cash provided by (used for) financing activities 137 (471 ) (704 ) 240 (798 ) Effect of exchange rate changes on cash and cash equivalents — — (63 ) — (63 ) Net increase (decrease) in cash and cash equivalents (1 ) 403 (121 ) (550 ) (269 ) Cash and cash equivalents at beginning of period 1 2,524 793 (2,562 ) 756 Cash and cash equivalents at end of period $ — $ 2,927 $ 672 $ (3,112 ) $ 487 |