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 six months ended June 30, 2018 and 2017, Condensed Consolidating Statements of Financial Position as of June 30, 2018 and December 31, 2017, and Condensed Consolidating Statements of Cash Flows for the six months ended June 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.

On July 13, 2018, Aon Corporation declared and paid a dividend of $750 million to an Other Non-Guarantor Subsidiary.

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			78			455			—			535
Total operating expenses	17			79			2,481			—			2,577
Operating income (loss)	(17		)	(79		)	80			—			(16		)
Interest income	—			15			—			(14		)	1
Interest expense	(48		)	(25		)	(10		)	14			(69		)
Intercompany interest income (expense)	3			(129		)	126			—			—
Intercompany other income (expense)	(61		)	(3		)	64			—			—
Other income (expense)	16			(20		)	19			(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, net of tax	170			206			15			(391		)	—
Net income	66			15			386			(409		)	58
Less: Net income attributable to noncontrolling interests	—			—			10			—			10
Net income attributable to Aon shareholders	$	66		$	15		$	376		$	(409	)	$	48

Condensed Consolidating Statement of Income



	Three months ended June 30, 2017
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	2,368		$	—		$	2,368
Expenses
Compensation and benefits	8			3			1,455			—			1,466
Information technology	—			—			98			—			98
Premises	—			—			86			—			86
Depreciation of fixed assets	—			—			54			—			54
Amortization and impairment of intangible assets	—			—			460			—			460
Other general expenses	4			(6		)	333			—			331
Total operating expenses	12			(3		)	2,486			—			2,495
Operating income (loss)	(12		)	3			(118		)	—			(127		)
Interest income	—			11			2			(5		)	8
Interest expense	(46		)	(23		)	(7		)	5			(71		)
Intercompany interest income (expense)	4			(136		)	132			—			—
Intercompany other income (expense)	(53		)	(16		)	69			—			—
Other income (expense)	(12		)	(6		)	12			10			4
Income (loss) from continuing operations before income taxes	(119		)	(167		)	90			10			(186		)
Income tax expense (benefit)	(8		)	(63		)	(72		)	—			(143		)
Net income (loss) from continuing operations	(111		)	(104		)	162			10			(43		)
Net Income from discontinued operations	—			—			821			—			821
Net income (loss) before equity in earnings of subsidiaries	(111		)	(104		)	983			10			778
Equity in earnings of subsidiaries, net of tax	870			635			531			(2,036		)	—
Net income	759			531			1,514			(2,026		)	778
Less: Net income attributable to noncontrolling interests	—			—			9			—			9
Net income attributable to Aon shareholders	$	759		$	531		$	1,505		$	(2,026	)	$	769

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			78			772			—			853
Total operating expenses	37			80			4,751			—			4,868
Operating income (loss)	(37		)	(80		)	900			—			783
Interest income	—			29			—			(24		)	5
Interest expense	(97		)	(49		)	(17		)	24			(139		)
Intercompany interest income (expense)	7			(257		)	250			—			—
Intercompany other income (expense)	(132		)	(8		)	140			—			—
Other income (expense)	9			(26		)	14			(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, net of tax	888			910			596			(2,394		)	—
Net income	657			596			1,824			(2,409		)	668
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	$	657		$	596		$	1,798		$	(2,409	)	$	642

Condensed Consolidating Statement of Income



	Six months ended June 30, 2017
(millions)	Aon plc			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Total revenue	$	—		$	—		$	4,749		$	—		$	4,749
Expenses
Compensation and benefits	60			6			2,869			—			2,935
Information technology	—			—			186			—			186
Premises	—			—			170			—			170
Depreciation of fixed assets	—			—			108			—			108
Amortization and impairment of intangible assets	—			—			503			—			503
Other general expenses	9			(4		)	634			—			639
Total operating expenses	69			2			4,470			—			4,541
Operating income (loss)	(69		)	(2		)	279			—			208
Interest income	—			17			—			(7		)	10
Interest expense	(91		)	(47		)	(10		)	7			(141		)
Intercompany interest income (expense)	7			(272		)	265			—			—
Intercompany other income (expense)	(102		)	(9		)	111			—			—
Other income (expense)	(23		)	3			4			18			2
Income (loss) from continuing operations before income taxes	(278		)	(310		)	649			18			79
Income tax expense (benefit)	(22		)	(117		)	(4		)	—			(143		)
Net income (loss) from continuing operations	(256		)	(193		)	653			18			222
Net Income from discontinued operations	—			—			861			—			861
Net income (loss) before equity in earnings of subsidiaries	(256		)	(193		)	1,514			18			1,083
Equity in earnings of subsidiaries, net of tax	1,298			906			713			(2,917		)	—
Net income	1,042			713			2,227			(2,899		)	1,083
Less: Net income attributable to noncontrolling interests	—			—			23			—			23
Net income attributable to Aon shareholders	$	1,042		$	713		$	2,204		$	(2,899	)	$	1,060

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		$	15		$	386		$	(409	)	$	58
Less: Net income attributable to noncontrolling interests	—			—			10			—			10
Net income attributable to Aon shareholders	66			15			376			(409		)	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 loss attributable to noncontrolling interests	—			—			(6		)	—			(6		)
Total other comprehensive income (loss) attributable to Aon shareholders	(351		)	(338		)	(696		)	1,052			(333		)
Comprehensive income (loss) attributable to Aon shareholders	$	(285	)	$	(323	)	$	(320	)	$	643		$	(285	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended June 30, 2017
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	759	$	531	$	1,514		$	(2,026	)	$	778
Less: Net income attributable to noncontrolling interests	—		—		9			—			9
Net income attributable to Aon shareholders	759		531		1,505			(2,026		)	769
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—		2		2			—			4
Foreign currency translation adjustments	—		—		54			(10		)	44
Postretirement benefit obligation	—		8		12			—			20
Total other comprehensive income (loss)	—		10		68			(10		)	68
Equity in other comprehensive income (loss) of subsidiaries, net of tax	83		71		81			(235		)	—
Less: Other comprehensive loss attributable to noncontrolling interests	—		—		(5		)	—			(5		)
Total other comprehensive income (loss) attributable to Aon shareholders	83		81		154			(245		)	73
Comprehensive income (loss) attributable to Aon shareholders	$	842	$	612	$	1,659		$	(2,271	)	$	842

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		$	596		$	1,824		$	(2,409	)	$	668
Less: Net income attributable to noncontrolling interests	—			—			26			—			26
Net income attributable to Aon shareholders	657			596			1,798			(2,409		)	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 loss attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Total other comprehensive income (loss) attributable to Aon shareholders	(42		)	(39		)	(102		)	156			(27		)
Comprehensive income (loss) attributable to Aon shareholders	$	615		$	557		$	1,696		$	(2,253	)	$	615

Condensed Consolidating Statement of Comprehensive Income



	Six months ended June 30, 2017
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	1,042	$	713	$	2,227		$	(2,899	)	$	1,083
Less: Net income attributable to noncontrolling interests	—		—		23			—			23
Net income attributable to Aon shareholders	1,042		713		2,204			(2,899		)	1,060
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—		—		2			—			2
Foreign currency translation adjustments	—		—		209			(18		)	191
Postretirement benefit obligation	—		16		22			—			38
Total other comprehensive income (loss)	—		16		233			(18		)	231
Equity in other comprehensive income (loss) of subsidiaries, net of tax	253		235		251			(739		)	—
Less: Other comprehensive loss attributable to noncontrolling interests	—		—		(4		)	—			(4		)
Total other comprehensive income (loss) attributable to Aon shareholders	253		251		488			(757		)	235
Comprehensive income (loss) attributable to Aon shareholders	$	1,295	$	964	$	2,692		$	(3,656	)	$	1,295

Condensed Consolidating Statement of Financial Position



	As of June 30, 2018
(millions)	Aon plc		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets
Current assets
Cash and cash equivalents	$	—	$	2,927	$	672	$	(3,112	)	$	487
Short-term investments	—		59		114		—			173
Receivables, net	—		—		2,992		—			2,992
Fiduciary assets	—		—		10,476		—			10,476
Current intercompany receivables	171		3,343		11,424		(14,938		)	—
Other current assets	—		3		729		—			732
Total current assets	171		6,332		26,407		(18,050		)	14,860
Goodwill	—		—		8,291		—			8,291
Intangible assets, net	—		—		1,363		—			1,363
Fixed assets, net	—		—		575		—			575
Deferred tax assets	99		410		135		(192		)	452
Non-current intercompany receivables	409		261		8,254		(8,924		)	—
Prepaid pension	—		6		1,266		—			1,272
Other non-current assets	1		28		375		—			404
Investment in subsidiary	10,235		19,008		926		(30,169		)	—
Total assets	$	10,915	$	26,045	$	47,592	$	(57,335	)	$	27,217

Liabilities and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	1,452	$	67	$	3,040	$	(3,112	)	$	1,447
Short-term debt and current portion of long-term debt	459		339		1		—			799
Fiduciary liabilities	—		—		10,476		—			10,476
Current intercompany payables	214		13,364		1,360		(14,938		)	—
Other current liabilities	—		62		1,059		—			1,121
Total current liabilities	2,125		13,832		15,936		(18,050		)	13,843
Long-term debt	4,243		1,415		1		—			5,659
Deferred tax liabilities	—		—		486		(192		)	294
Pension, other postretirement and postemployment liabilities	—		1,349		366		—			1,715
Non-current intercompany payables	—		8,419		505		(8,924		)	—
Other non-current liabilities	2		104		982		—			1,088
Total liabilities	6,370		25,119		18,276		(27,166		)	22,599

Total Aon shareholders’ equity	4,545		926		29,243		(30,169		)	4,545
Noncontrolling interests	—		—		73		—			73
Total equity	4,545		926		29,316		(30,169		)	4,618
Total liabilities and equity	$	10,915	$	26,045	$	47,592	$	(57,335	)	$	27,217

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



	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 - continuing operations	$	(126	)	$	582		$	759		$	(802	)	$	413
Cash provided by operating activities - discontinued operations	—			—			—			—			—
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 - continuing operations	(12		)	292			(113		)	12			179
Cash used for investing activities - discontinued operations	—			—			—			—			—
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 - continuing operations	137			(471		)	(704		)	240			(798		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
Cash provided by (used for) financing activities	137			(471		)	(704		)	240			(798		)

Effect of exchange rates 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

Condensed Consolidating Statement of Cash Flows



	Six months ended June 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	$	(118	)	$	999		$	1,056		$	(1,501	)	$	436
Cash provided by operating activities - discontinued operations	—			—			64			—			64
Cash provided by (used for) operating activities	(118		)	999			1,120			(1,501		)	500

Cash flows from investing activities
Proceeds from investments	—			567			6			(544		)	29
Payments for investments	(16		)	(15		)	(558		)	557			(32		)
Net sales (purchases) of short-term investments - non-fiduciary	—			(2,440		)	(11		)	—			(2,451		)
Acquisition of businesses, net of cash acquired	—			2			(151		)	—			(149		)
Sale of businesses, net of cash sold	—			—			4,193			—			4,193
Capital expenditures	—			—			(82		)	—			(82		)
Cash provided by (used for) investing activities - continuing operations	(16		)	(1,886		)	3,397			13			1,508
Cash used for investing activities - discontinued operations	—			—			(19		)	—			(19		)
Cash provided by (used for) investing activities	(16		)	(1,886		)	3,378			13			1,489

Cash flows from financing activities
Share repurchase	(1,100		)	—			—			—			(1,100		)
Advances from (to) affiliates	1,846			1,977			(4,381		)	558			—
Issuance of shares for employee benefit plans	(139		)	—			—			—			(139		)
Issuance of debt	544			1,102			5			—			1,651
Repayment of debt	(835		)	(1,150		)	(5		)	—			(1,990		)
Cash dividends to shareholders	(182		)	—			—			—			(182		)
Noncontrolling interests and other financing activities	—			—			(10		)	—			(10		)
Cash provided by (used for) financing activities - continuing operations	134			1,929			(4,391		)	558			(1,770		)
Cash used for financing activities - discontinued operations	—			—			—			—			—
Cash provided by (used for) financing activities	134			1,929			(4,391		)	558			(1,770		)

Effect of exchange rates on cash and cash equivalents	—			—			34			—			34
Net increase (decrease) in cash and cash equivalents	—			1,042			141			(930		)	253
Cash and cash equivalents at beginning of period	—			1,633			660			(1,862		)	431
Cash and cash equivalents at end of period	$	—		$	2,675		$	801		$	(2,792	)	$	684


(1)	Includes $5 million of discontinued operations at December 31, 2016.