Guarantee of Registered Securities | Guarantee of Registered Securities In connection with the Company’s 2012 redomestication to the U.K. (the “2012 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 April 2, 2012, among Aon Corporation, Aon UK, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating the Indenture, dated September 10, 2010, between Aon Corporation and the Trustee); (2) Amended and Restated Indenture, dated April 2, 2012, among Aon Corporation, Aon UK and the Trustee (amending and restating the Indenture, dated December 16, 2002, between Aon Corporation and the Trustee); and (3) Amended and Restated Indenture, dated April 2, 2012, among Aon Corporation, Aon UK and the Trustee (amending and restating the Indenture, dated January 13, 1997, between Aon Corporation and the Trustee, as supplemented by the First Supplemental Indenture, dated January 13, 1997). In connection with the Ireland Reorganization, on April 1, 2020 Aon Ireland and Aon Global Holdings Limited, a company incorporated under the laws of England and Wales, entered into various agreements pursuant to which they agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities, which were previously guaranteed solely by Aon UK, including the: 5.00% Notes due September 2020; 2.20% Notes due November 2022; 8.205% Notes due January 2027; 4.50% Senior Notes due December 2028; 3.75% Senior Notes due May 2029; and 6.25% Notes due September 2040 (collectively, the “Aon Corporation Notes). Aon Corporation, Aon UK, and Aon Global Holdings Limited are indirect wholly owned subsidiaries of Aon Ireland. All guarantees of Aon Ireland, Aon UK, and Aon Global Holdings Limited of the Aon Corporation Notes are joint and several as well as full and unconditional. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes. In addition, in connection with the Ireland Reorganization, on April 1, 2020 Aon Ireland and Aon Global Holdings Limited entered into various agreements pursuant to which they guaranteed the obligations of Aon UK arising under issued and outstanding debt securities, which were previously guaranteed solely by Aon Corporation, including the: 4.25% Notes due December 2042 exchanged for Aon Corporation’s 8.205% Notes due January 2027; 4.45% Notes due May 2043; 4.00% Notes due November 2023; 2.875% Notes due May 2026; 3.50% Notes due June 2024; 4.60% Notes due June 2044; 4.75% Notes due May 2045; 2.80% Notes due March 2021; and 3.875% Notes due December 2025 (collectively, the “Aon UK Notes”). All guarantees of Aon Ireland, Aon Global Holdings Limited, and Aon Corporation of the Aon UK Notes are joint and several as well as full and unconditional. There are no subsidiaries other than those listed above that guarantee the Aon UK Notes. The Company has reflected these new guarantees in the Condensed Consolidating Statements of Income, Condensed Consolidating Statements of Comprehensive Income, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and in the Condensed Consolidating Statements of Financial Position as of March 31, 2020 and December 31, 2019. In 2019, Aon Corporation obtained indirect ownership of subsidiaries that were previously indirectly owned by Aon UK. The financial results of both subsidiaries are included in the Other Non-Guarantor Subsidiaries column of the Condensed Consolidating Financial Statements. Aon Ireland was not part of the Aon group until November 2019, therefore no balances are reflected in the Condensed Consolidating Statement of Income, Condensed Consolidating Statement of Comprehensive Income, and the Condensed Consolidating Statement of Cash Flows for the period ended March 31, 2019. The following tables set forth the Condensed Consolidating Statements of Income and Condensed Consolidating Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019, Condensed Consolidating Statements of Financial Position as of March 31, 2020 and December 31, 2019, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2020 and 2019, in accordance with Rule 3-10 of Regulation S-X. The Condensed Consolidating Financial Information includes the accounts of Aon Ireland, the accounts of Aon UK, the accounts of Aon Global Holdings Limited, 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 March 31, 2020 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ — $ — $ 3,219 $ — $ 3,219 Expenses Compensation and benefits — 12 — (12 ) 1,522 — 1,522 Information technology — — — — 111 — 111 Premises — — — 5 68 — 73 Depreciation of fixed assets — — — — 41 — 41 Amortization and impairment of intangible assets — — — — 97 — 97 Other general expense — 26 — 1 315 — 342 Total operating expenses — 38 — (6 ) 2,154 — 2,186 Operating income (loss) — (38 ) — 6 1,065 — 1,033 Interest income — — — 10 14 (22 ) 2 Interest expense — (54 ) (11 ) (39 ) (1 ) 22 (83 ) Intercompany interest income (expense) — 8 — (113 ) 105 — — Intercompany other income (expense) — 81 — (128 ) 47 — — Other income (expense) — — — (42 ) 72 (1 ) 29 Income (loss) from continuing operations before income taxes — (3 ) (11 ) (306 ) 1,302 (1 ) 981 Income tax expense (benefit) — (17 ) (2 ) (48 ) 256 — 189 Net income (loss) from continuing operations — 14 (9 ) (258 ) 1,046 (1 ) 792 Net income (loss) from discontinued operations — — — — (1 ) — (1 ) Net income (loss) before equity in earnings of subsidiaries — 14 (9 ) (258 ) 1,045 (1 ) 791 Equity in earnings of subsidiaries 773 759 614 862 — (3,008 ) — Net income 773 773 605 604 1,045 (3,009 ) 791 Less: Net income attributable to noncontrolling interests — — — — 19 — 19 Net income attributable to Aon shareholders $ 773 $ 773 $ 605 $ 604 $ 1,026 $ (3,009 ) $ 772 Condensed Consolidating Statement of Income Three Months Ended March 31, 2019 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ — $ — $ 3,143 $ — $ 3,143 Expenses Compensation and benefits — 20 — 8 1,556 — 1,584 Information technology — — — — 117 — 117 Premises — — — 4 83 — 87 Depreciation of fixed assets — — — — 40 — 40 Amortization and impairment of intangible assets — — — — 97 — 97 Other general expense — — — 1 345 — 346 Total operating expenses — 20 — 13 2,238 — 2,271 Operating income (loss) — (20 ) — (13 ) 905 — 872 Interest income — — — 9 20 (27 ) 2 Interest expense — (46 ) (24 ) (28 ) (1 ) 27 (72 ) Intercompany interest income (expense) — 4 — (116 ) 112 — — Intercompany other income (expense) — 31 — (94 ) 63 — — Other income (expense) — 5 — (11 ) 8 (2 ) — Income (loss) from continuing operations before income taxes — (26 ) (24 ) (253 ) 1,107 (2 ) 802 Income tax expense (benefit) — (5 ) (5 ) (42 ) 178 — 126 Net income (loss) from continuing operations — (21 ) (19 ) (211 ) 929 (2 ) 676 Net income (loss) from discontinued operations — — — — — — — Net income (loss) before equity in earnings of subsidiaries — (21 ) (19 ) (211 ) 929 (2 ) 676 Equity in earnings of subsidiaries — 682 619 724 — (2,025 ) — Net income — 661 600 513 929 (2,027 ) 676 Less: Net income attributable to noncontrolling interests — — — — 17 — 17 Net income attributable to Aon shareholders $ — $ 661 $ 600 $ 513 $ 912 $ (2,027 ) $ 659 Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2020 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ 773 $ 773 $ 605 $ 604 $ 1,045 $ (3,009 ) $ 791 Less: Net income attributable to noncontrolling interests — — — — 19 — 19 Net income attributable to Aon shareholders 773 773 605 604 1,026 (3,009 ) 772 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — — — (2 ) (3 ) — (5 ) Foreign currency translation adjustments — — — — (398 ) 1 (397 ) Postretirement benefit obligation — — — 13 11 — 24 Total other comprehensive income (loss) — — — 11 (390 ) 1 (378 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (377 ) (377 ) (370 ) (381 ) — 1,505 — Less: Other comprehensive loss attributable to noncontrolling interests — — — — (2 ) — (2 ) Total other comprehensive income (loss) attributable to Aon shareholders (377 ) (377 ) (370 ) (370 ) (388 ) 1,506 (376 ) Comprehensive income attributable to Aon shareholders $ 396 $ 396 $ 235 $ 234 $ 638 $ (1,503 ) $ 396 Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2019 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income $ — $ 661 $ 600 $ 513 $ 929 $ (2,027 ) $ 676 Less: Net income attributable to noncontrolling interests — — — — 17 — 17 Net income attributable to Aon shareholders — 661 600 513 912 (2,027 ) 659 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — — — 2 5 — 7 Foreign currency translation adjustments — — — — 131 2 133 Postretirement benefit obligation — — — 22 9 — 31 Total other comprehensive income (loss) — — — 24 145 2 171 Equity in other comprehensive income (loss) of subsidiaries, net of tax — 167 139 115 — (421 ) — Less: Other comprehensive loss attributable to noncontrolling interests — — — — 2 — 2 Total other comprehensive income (loss) attributable to Aon shareholders — 167 139 139 143 (419 ) 169 Comprehensive income attributable to Aon shareholders $ — $ 828 $ 739 $ 652 $ 1,055 $ (2,446 ) $ 828 Condensed Consolidating Statement of Financial Position As of March 31, 2020 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ — $ 36 $ 194 $ 1,698 $ (1,238 ) $ 690 Short-term investments — — — 57 113 — 170 Receivables, net — — — — 3,554 — 3,554 Fiduciary assets — — — — 12,401 — 12,401 Current intercompany receivables — 208 90 2,710 14,875 (17,883 ) — Other current assets — — — 4 526 — 530 Total current assets — 208 126 2,965 33,167 (19,121 ) 17,345 Goodwill — — — — 8,293 — 8,293 Intangible assets, net — — — — 746 — 746 Fixed assets, net — — — — 666 — 666 Operating lease right-of-use assets — — — 103 794 — 897 Deferred tax assets — 89 4 589 150 (194 ) 638 Prepaid pension — — — 7 1,157 — 1,164 Non-current intercompany receivables — 397 — 261 7,044 (7,702 ) — Other non-current assets — — — 25 508 — 533 Investment in subsidiary 3,169 8,650 8,871 19,973 — (40,663 ) — Total assets $ 3,169 $ 9,344 $ 9,001 $ 23,923 $ 52,525 $ (67,680 ) $ 30,282 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ — $ 1,345 $ — $ 49 $ 1,393 $ (1,238 ) $ 1,549 Short-term debt and current portion of long-term debt — 696 — 1,136 52 — 1,884 Fiduciary liabilities — — — — 12,401 — 12,401 Current intercompany payables — 310 61 16,321 1,191 (17,883 ) — Other current liabilities — — — 82 1,195 — 1,277 Total current liabilities — 2,351 61 17,588 16,232 (19,121 ) 17,111 Long-term debt — 3,822 — 2,405 — — 6,227 Non-current operating lease liabilities — — — 136 774 — 910 Deferred tax liabilities — — — — 383 (194 ) 189 Pension, other postretirement, and postemployment liabilities — — — 1,287 368 — 1,655 Non-current intercompany payables — — — 7,210 492 (7,702 ) — Other non-current liabilities — 2 — 115 813 — 930 Total liabilities — 6,175 61 28,741 19,062 (27,017 ) 27,022 Equity Total Aon shareholders’ equity 3,169 3,169 8,940 (4,818 ) 33,372 (40,663 ) 3,169 Noncontrolling interests — — — — 91 — 91 Total equity 3,169 3,169 8,940 (4,818 ) 33,463 (40,663 ) 3,260 Total liabilities and equity $ 3,169 $ 9,344 $ 9,001 $ 23,923 $ 52,525 $ (67,680 ) $ 30,282 Condensed Consolidating Statement of Financial Position As of December 31, 2019 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ — $ — $ 2,271 $ 2,619 $ (4,100 ) $ 790 Short-term investments — — — 28 110 — 138 Receivables, net — — — — 3,112 — 3,112 Fiduciary assets — — — — 11,834 — 11,834 Current intercompany receivables — 246 89 1,214 12,710 (14,259 ) — Other current assets — — — 7 595 — 602 Total current assets — 246 89 3,520 30,980 (18,359 ) 16,476 Goodwill — — — — 8,165 — 8,165 Intangible assets, net — — — — 783 — 783 Fixed assets, net — — — — 621 — 621 Operating lease right-of-use assets — — — 110 819 — 929 Deferred tax assets — 89 4 577 165 (190 ) 645 Prepaid pension — — — 7 1,209 — 1,216 Non-current intercompany receivables — 868 — 261 7,046 (8,175 ) — Other non-current assets — — — 32 538 — 570 Investment in subsidiary 3,375 8,899 12,211 19,470 — (43,955 ) — Total assets $ 3,375 $ 10,102 $ 12,304 $ 23,977 $ 50,326 $ (70,679 ) $ 29,405 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ — $ 2,157 $ 1,994 $ 56 $ 1,832 $ (4,100 ) $ 1,939 Short-term debt and current portion of long-term debt — 112 — 600 — — 712 Fiduciary liabilities — — — — 11,834 — 11,834 Current intercompany payables — 234 61 12,978 986 (14,259 ) — Other current liabilities — — — 80 1,006 — 1,086 Total current liabilities — 2,503 2,055 13,714 15,658 (18,359 ) 15,571 Long-term debt — 4,223 — 2,404 — — 6,627 Non-current operating lease liabilities — — — 143 801 — 944 Deferred tax liabilities — — — — 389 (190 ) 199 Pension, other postretirement, and postemployment liabilities — — — 1,348 390 — 1,738 Non-current intercompany payables — — — 7,212 963 (8,175 ) — Other non-current liabilities — 1 — 113 763 — 877 Total liabilities — 6,727 2,055 24,934 18,964 (26,724 ) 25,956 Equity Total Aon shareholders’ equity 3,375 3,375 10,249 (957 ) 31,288 (43,955 ) 3,375 Noncontrolling interests — — — — 74 — 74 Total equity 3,375 3,375 10,249 (957 ) 31,362 (43,955 ) 3,449 Total liabilities and equity $ 3,375 $ 10,102 $ 12,304 $ 23,977 $ 50,326 $ (70,679 ) $ 29,405 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities Cash provided by (used for) operating activities $ — $ 1,561 $ 3,648 $ (512 ) $ 852 $ (5,211 ) $ 338 Cash flows from investing activities Proceeds from investments — — — 2 4 — 6 Payments for investments — (450 ) (518 ) (30 ) (13 ) 968 (43 ) Net sales (purchases) of short-term investments - non-fiduciary — — — (28 ) (10 ) — (38 ) Acquisition of businesses, net of cash acquired — — — — (334 ) — (334 ) Sale of businesses, net of cash sold — — — — 30 — 30 Capital expenditures — — — — (59 ) — (59 ) Cash provided by (used for) investing activities — (450 ) (518 ) (56 ) (382 ) 968 (438 ) Cash flows from financing activities Share repurchase — (463 ) — — — — (463 ) Advances from (to) affiliates — (618 ) (3,094 ) (2,044 ) (1,349 ) 7,105 — Issuance of shares for employee benefit plans — (112 ) — — — — (112 ) Issuance of debt — 457 — 1,603 — 2,060 Repayment of debt — (273 ) — (1,068 ) — — (1,341 ) Cash dividends to shareholders — (102 ) — — — — (102 ) Noncontrolling interests and other financing activities — — — — 40 — 40 Cash provided by (used for) financing activities — (1,111 ) (3,094 ) (1,509 ) (1,309 ) 7,105 82 Effect of exchange rate changes on cash and cash equivalents — — — — (82 ) — (82 ) Net increase (decrease) in cash and cash equivalents — — 36 (2,077 ) (921 ) 2,862 (100 ) Cash and cash equivalents at beginning of period — — — 2,271 2,619 (4,100 ) 790 Cash and cash equivalents at end of period $ — $ — $ 36 $ 194 $ 1,698 $ (1,238 ) $ 690 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019 (millions) Aon Ireland Aon UK Aon Global Holdings Limited Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities Cash provided by (used for) operating activities $ — $ (11 ) $ 529 $ (34 ) $ 143 $ (553 ) $ 74 Cash flows from investing activities Proceeds from investments — — 72 8 4 (72 ) 12 Payments for investments — — — (9 ) (77 ) 72 (14 ) Net sales (purchases) of short-term investments - non-fiduciary — — — 9 32 — 41 Acquisition of businesses, net of cash acquired — — — — (15 ) — (15 ) Sale of businesses, net of cash sold — — — — 6 — 6 Capital expenditures — (57 ) — (57 ) Cash provided by (used for) investing activities — — 72 8 (107 ) — (27 ) Cash flows from financing activities Share repurchase — (100 ) — — — — (100 ) Advances from (to) affiliates — 305 (601 ) (265 ) (550 ) 1,111 — Issuance of shares for employee benefit plans — (98 ) — — — — (98 ) Issuance of debt — 384 — 485 2 — 871 Repayment of debt — (384 ) — (310 ) — — (694 ) Cash dividends to shareholders — (96 ) — — — — (96 ) Noncontrolling interests and other financing activities — — — — (23 ) — (23 ) Cash provided by (used for) financing activities — 11 (601 ) (90 ) (571 ) 1,111 (140 ) Effect of exchange rate changes on cash and cash equivalents — — — — 37 — 37 Net increase (decrease) in cash and cash equivalents — — — (116 ) (498 ) 558 (56 ) Cash and cash equivalents at beginning of period — — — 862 3,473 (3,679 ) 656 Cash and cash equivalents at end of period $ — $ — $ — $ 746 $ 2,975 $ (3,121 ) $ 600 |