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



	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



	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