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

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



	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



	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