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 December 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 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”). 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 September 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 nine months ended September 30, 2019 and 2018 , Condensed Consolidating Statements of Financial Position as of September 30, 2019 and December 31, 2018 , and Condensed Consolidating Statements of Cash Flows for the nine months ended September 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 September 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 2,379 $ — $ 2,379 Expenses Compensation and benefits 12 2 1,354 — 1,368 Information technology — — 120 — 120 Premises — 4 72 — 76 Depreciation of fixed assets — — 44 — 44 Amortization and impairment of intangible assets — — 101 — 101 Other general expense (income) 2 1 307 — 310 Total operating expenses 14 7 1,998 — 2,019 Operating income (loss) (14 ) (7 ) 381 — 360 Interest income — 11 — (10 ) 1 Interest expense (47 ) (35 ) (6 ) 10 (78 ) Intercompany interest income (expense) 4 (116 ) 112 — — Intercompany other income (expense) (70 ) (9 ) 79 — — Other income (expense) 39 (22 ) 7 (22 ) 2 Income (loss) from continuing operations before income taxes (88 ) (178 ) 573 (22 ) 285 Income tax expense (benefit) (2 ) (35 ) 93 — 56 Net income (loss) from continuing operations (86 ) (143 ) 480 (22 ) 229 Net income (loss) from discontinued operations — — (1 ) — (1 ) Net income (loss) before equity in earnings of subsidiaries (86 ) (143 ) 479 (22 ) 228 Equity in earnings of subsidiaries 330 107 (36 ) (401 ) — Net income (loss) 244 (36 ) 443 (423 ) 228 Less: Net income attributable to noncontrolling interests — — 6 — 6 Net income (loss) attributable to Aon shareholders $ 244 $ (36 ) $ 437 $ (423 ) $ 222 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 expense (income) — (1 ) 337 — 336 Total operating expenses 13 2 2,072 — 2,087 Operating income (loss) (13 ) (2 ) 277 — 262 Interest income — 15 — (15 ) — Interest expense (52 ) (26 ) (6 ) 15 (69 ) Intercompany interest income (expense) 4 (128 ) 124 — — Intercompany other income (expense) 245 (245 ) — — — 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 (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 Nine Months Ended September 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Revenue Total revenue $ — $ — $ 8,128 $ — $ 8,128 Expenses Compensation and benefits 54 14 4,385 — 4,453 Information technology — — 363 — 363 Premises — 17 231 — 248 Depreciation of fixed assets — — 124 — 124 Amortization and impairment of intangible assets — — 295 — 295 Other general expense (income) 5 3 992 — 1,000 Total operating expenses 59 34 6,390 — 6,483 Operating income (loss) (59 ) (34 ) 1,738 — 1,645 Interest income — 29 — (25 ) 4 Interest expense (138 ) (97 ) (17 ) 25 (227 ) Intercompany interest income (expense) 11 (348 ) 337 — — Intercompany other income (expense) 98 (272 ) 174 — — Other income (expense) 33 (47 ) 39 (17 ) 8 Income (loss) from continuing operations before income taxes (55 ) (769 ) 2,271 (17 ) 1,430 Income tax expense (benefit) (7 ) (141 ) 386 — 238 Net income (loss) from continuing operations (48 ) (628 ) 1,885 (17 ) 1,192 Net income (loss) from discontinued operations — — (1 ) — (1 ) Net income (loss) before equity in earnings of subsidiaries (48 ) (628 ) 1,884 (17 ) 1,191 Equity in earnings of subsidiaries 1,223 1,132 504 (2,859 ) — Net income (loss) 1,175 504 2,388 (2,876 ) 1,191 Less: Net income attributable to noncontrolling interests — — 33 — 33 Net income (loss) attributable to Aon shareholders $ 1,175 $ 504 $ 2,355 $ (2,876 ) $ 1,158 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 expense (income) 3 90 1,096 — 1,189 Total operating expenses 50 95 6,810 — 6,955 Operating income (loss) (50 ) (95 ) 1,190 — 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) 99 (240 ) 141 — — Other income (expense) 18 (29 ) 7 (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 846 870 234 (1,950 ) — Net income (loss) 802 234 1,748 (1,963 ) 821 Less: Net income attributable to noncontrolling interests — — 32 — 32 Net income (loss) attributable to Aon shareholders $ 802 $ 234 $ 1,716 $ (1,963 ) $ 789 Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 244 $ (36 ) $ 443 $ (423 ) $ 228 Less: Net income attributable to noncontrolling interests — — 6 — 6 Net income (loss) attributable to Aon shareholders 244 (36 ) 437 (423 ) 222 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — — (2 ) — (2 ) Foreign currency translation adjustments — — (234 ) 22 (212 ) Postretirement benefit obligation — 10 7 — 17 Total other comprehensive income (loss) — 10 (229 ) 22 (197 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (215 ) (220 ) (210 ) 645 — Less: Other comprehensive loss attributable to noncontrolling interests — — (4 ) — (4 ) Total other comprehensive income (loss) attributable to Aon shareholders (215 ) (210 ) (435 ) 667 (193 ) Comprehensive income (loss) attributable to Aon shareholders $ 29 $ (246 ) $ 2 $ 244 $ 29 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 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 Nine Months Ended September 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 1,175 $ 504 $ 2,388 $ (2,876 ) $ 1,191 Less: Net income attributable to noncontrolling interests — — 33 — 33 Net income (loss) attributable to Aon shareholders 1,175 504 2,355 (2,876 ) 1,158 Other comprehensive income (loss), net of tax: Change in fair value of financial instruments — 2 (5 ) — (3 ) Foreign currency translation adjustments — — (199 ) 17 (182 ) Postretirement benefit obligation — 42 20 — 62 Total other comprehensive income (loss) — 44 (184 ) 17 (123 ) Equity in other comprehensive income (loss) of subsidiaries, net of tax (138 ) (223 ) (179 ) 540 — Less: Other comprehensive loss attributable to noncontrolling interests — — (2 ) — (2 ) Total other comprehensive income (loss) attributable to Aon shareholders (138 ) (179 ) (361 ) 557 (121 ) Comprehensive income (loss) attributable to Aon shareholders $ 1,037 $ 325 $ 1,994 $ (2,319 ) $ 1,037 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 $ 234 $ 1,748 $ (1,963 ) $ 821 Less: Net income attributable to noncontrolling interests — — 32 — 32 Net income (loss) attributable to Aon shareholders 802 234 1,716 (1,963 ) 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 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 $ 71 $ 1,374 $ (1,445 ) $ 654 Condensed Consolidating Statement of Financial Position As of September 30, 2019 (millions) Aon plc Aon Corporation Other Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ — $ 1,530 $ 491 $ (1,419 ) $ 602 Short-term investments — 63 114 — 177 Receivables, net — — 2,866 — 2,866 Fiduciary assets — — 11,041 — 11,041 Current intercompany receivables 153 4,090 13,669 (17,912 ) — Other current assets — 6 625 — 631 Total current assets 153 5,689 28,806 (19,331 ) 15,317 Goodwill — — 8,071 — 8,071 Intangible assets, net — — 874 — 874 Fixed assets, net — — 606 — 606 Operating lease right-of-use assets — 109 804 — 913 Deferred tax assets 93 513 150 (145 ) 611 Prepaid pension — 5 1,208 — 1,213 Non-current intercompany receivables 394 261 7,198 (7,853 ) — Other non-current assets 2 35 525 — 562 Investment in subsidiary 9,052 20,085 (725 ) (28,412 ) — Total assets $ 9,694 $ 26,697 $ 47,517 $ (55,741 ) $ 28,167 Liabilities and equity Liabilities Current liabilities Accounts payable and accrued liabilities $ 1,171 $ 42 $ 1,705 $ (1,419 ) $ 1,499 Short-term debt and current portion of long-term debt 546 599 3 — 1,148 Fiduciary liabilities — — 11,041 — 11,041 Current intercompany payables 268 15,956 1,688 (17,912 ) — Other current liabilities — 79 1,084 — 1,163 Total current liabilities 1,985 16,676 15,521 (19,331 ) 14,851 Long-term debt 4,213 1,907 — — 6,120 Non-current operating lease liabilities — 146 776 — 922 Deferred tax liabilities 1 — 353 (145 ) 209 Pension, other postretirement, and postemployment liabilities — 1,222 329 — 1,551 Non-current intercompany payables — 7,364 489 (7,853 ) — Other non-current liabilities 3 107 843 — 953 Total liabilities 6,202 27,422 18,311 (27,329 ) 24,606 Equity Total Aon shareholders’ equity 3,492 (725 ) 29,137 (28,412 ) 3,492 Noncontrolling interests — — 69 — 69 Total equity 3,492 (725 ) 29,206 (28,412 ) 3,561 Total liabilities and equity $ 9,694 $ 26,697 $ 47,517 $ (55,741 ) $ 28,167 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 Nine Months Ended September 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 $ 356 $ (118 ) $ 1,578 $ (653 ) $ 1,163 Cash flows from investing activities Proceeds from investments 17 16 33 Payments for investments — (46 ) (49 ) 1 (94 ) Net sales (purchases) of short-term investments - non-fiduciary — (7 ) — — (7 ) Acquisition of businesses, net of cash acquired — — (39 ) — (39 ) Sale of businesses, net of cash sold — — 43 — 43 Capital expenditures — — (167 ) — (167 ) Cash provided by (used for) investing activities — (36 ) (196 ) 1 (231 ) Cash flows from financing activities Share repurchase (1,507 ) — — — (1,507 ) Advances from (to) affiliates 1,277 79 (1,370 ) 14 — Issuance of shares for employee benefit plans (133 ) — — — (133 ) Issuance of debt 2,099 2,816 3 4,918 Repayment of debt (1,785 ) (2,073 ) — — (3,858 ) Cash dividends to shareholders (307 ) — — — (307 ) Noncontrolling interests and other financing activities — — (81 ) — (81 ) Cash provided by (used for) financing activities (356 ) 822 (1,448 ) 14 (968 ) Effect of exchange rate changes on cash and cash equivalents — — (18 ) — (18 ) Net increase (decrease) in cash and cash equivalents — 668 (84 ) (638 ) (54 ) Cash and cash equivalents at beginning of period — 862 575 (781 ) 656 Cash and cash equivalents at end of period $ — $ 1,530 $ 491 $ (1,419 ) $ 602 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 $ (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 (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 154 (1,364 ) (2,371 ) 2,326 (1,255 ) Effect of exchange rate changes 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 |