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.