Guarantee of Registered Securities

3 Months Ended

Mar. 31, 2020

Guarantee of Registered Securities [Abstract]

In connection with the Company’s 2012 redomestication to the U.K. (the “2012 Redomestication”), the Company on April 2, 2012 entered into various agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under issued and outstanding debt securities. Those agreements included the: (1) Amended and Restated Indenture, dated April 2, 2012, among Aon Corporation, Aon UK, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating the Indenture, dated September 10, 2010, between Aon Corporation and the Trustee); (2) Amended and Restated Indenture, dated April 2, 2012, among Aon Corporation, Aon UK and the Trustee (amending and restating the Indenture, dated December 16, 2002, between Aon Corporation and the Trustee); and (3) Amended and Restated Indenture, dated April 2, 2012, among Aon Corporation, Aon UK and the Trustee (amending and restating the Indenture, dated January 13, 1997, between Aon Corporation and the Trustee, as supplemented by the First Supplemental Indenture, dated January 13, 1997).

In connection with the Ireland Reorganization, on April 1, 2020 Aon Ireland and Aon Global Holdings Limited, a company incorporated under the laws of England and Wales, entered into various agreements pursuant to which they agreed to guarantee the obligations of Aon Corporation arising under issued and outstanding debt securities, which were previously guaranteed solely by Aon UK, including the: 5.00% Notes due September 2020; 2.20% Notes due November 2022; 8.205% Notes due January 2027; 4.50% Senior Notes due December 2028; 3.75% Senior Notes due May 2029; and 6.25% Notes due September 2040 (collectively, the “Aon Corporation Notes). Aon Corporation, Aon UK, and Aon Global Holdings Limited are indirect wholly owned subsidiaries of Aon Ireland. All guarantees of Aon Ireland, Aon UK, and Aon Global Holdings Limited of the Aon Corporation Notes are joint and several as well as full and unconditional. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

In addition, in connection with the Ireland Reorganization, on April 1, 2020 Aon Ireland and Aon Global Holdings Limited entered into various agreements pursuant to which they guaranteed the obligations of Aon UK arising under issued and outstanding debt securities, which were previously guaranteed solely by Aon Corporation, including the: 4.25% Notes due December 2042 exchanged for Aon Corporation’s 8.205% Notes due January 2027; 4.45% Notes due May 2043; 4.00% Notes due November 2023; 2.875% Notes due May 2026; 3.50% Notes due June 2024; 4.60% Notes due June 2044; 4.75% Notes due May 2045; 2.80% Notes due March 2021; and 3.875% Notes due December 2025 (collectively, the “Aon UK Notes”). All guarantees of Aon Ireland, Aon Global Holdings Limited, and Aon Corporation of the Aon UK Notes are joint and several as well as full and unconditional. There are no subsidiaries other than those listed above that guarantee the Aon UK Notes.

The Company has reflected these new guarantees in the Condensed Consolidating Statements of Income, Condensed Consolidating Statements of Comprehensive Income, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and in the Condensed Consolidating Statements of Financial Position as of March 31, 2020 and December 31, 2019.

In 2019, Aon Corporation obtained indirect ownership of subsidiaries that were previously indirectly owned by Aon UK. The financial results of both subsidiaries are included in the Other Non-Guarantor Subsidiaries column of the Condensed Consolidating Financial Statements.

Aon Ireland was not part of the Aon group until November 2019, therefore no balances are reflected in the Condensed Consolidating Statement of Income, Condensed Consolidating Statement of Comprehensive Income, and the Condensed Consolidating Statement of Cash Flows for the period ended March 31, 2019.

The following tables set forth the Condensed Consolidating Statements of Income and Condensed Consolidating Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019, Condensed Consolidating Statements of Financial Position as of March 31, 2020 and December 31, 2019, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2020 and 2019, in accordance with Rule 3-10 of Regulation S-X. The Condensed Consolidating Financial Information includes the accounts of Aon Ireland, the accounts of Aon UK, the accounts of Aon Global Holdings Limited, 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 March 31, 2020
(millions)	Aon Ireland		Aon UK			Aon Global Holdings Limited			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Total revenue	$	—	$	—		$	—		$	—		$	3,219		$	—		$	3,219
Expenses
Compensation and benefits	—		12			—			(12		)	1,522			—			1,522
Information technology	—		—			—			—			111			—			111
Premises	—		—			—			5			68			—			73
Depreciation of fixed assets	—		—			—			—			41			—			41
Amortization and impairment of intangible assets	—		—			—			—			97			—			97
Other general expense	—		26			—			1			315			—			342
Total operating expenses	—		38			—			(6		)	2,154			—			2,186
Operating income (loss)	—		(38		)	—			6			1,065			—			1,033
Interest income	—		—			—			10			14			(22		)	2
Interest expense	—		(54		)	(11		)	(39		)	(1		)	22			(83		)
Intercompany interest income (expense)	—		8			—			(113		)	105			—			—
Intercompany other income (expense)	—		81			—			(128		)	47			—			—
Other income (expense)	—		—			—			(42		)	72			(1		)	29
Income (loss) from continuing operations before income taxes	—		(3		)	(11		)	(306		)	1,302			(1		)	981
Income tax expense (benefit)	—		(17		)	(2		)	(48		)	256			—			189
Net income (loss) from continuing operations	—		14			(9		)	(258		)	1,046			(1		)	792
Net income (loss) from discontinued operations	—		—			—			—			(1		)	—			(1		)
Net income (loss) before equity in earnings of subsidiaries	—		14			(9		)	(258		)	1,045			(1		)	791
Equity in earnings of subsidiaries	773		759			614			862			—			(3,008		)	—
Net income	773		773			605			604			1,045			(3,009		)	791
Less: Net income attributable to noncontrolling interests	—		—			—			—			19			—			19
Net income attributable to Aon shareholders	$	773	$	773		$	605		$	604		$	1,026		$	(3,009	)	$	772

Condensed Consolidating Statement of Income



	Three Months Ended March 31, 2019
(millions)	Aon Ireland		Aon UK			Aon Global Holdings Limited			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue
Total revenue	$	—	$	—		$	—		$	—		$	3,143		$	—		$	3,143
Expenses
Compensation and benefits	—		20			—			8			1,556			—			1,584
Information technology	—		—			—			—			117			—			117
Premises	—		—			—			4			83			—			87
Depreciation of fixed assets	—		—			—			—			40			—			40
Amortization and impairment of intangible assets	—		—			—			—			97			—			97
Other general expense	—		—			—			1			345			—			346
Total operating expenses	—		20			—			13			2,238			—			2,271
Operating income (loss)	—		(20		)	—			(13		)	905			—			872
Interest income	—		—			—			9			20			(27		)	2
Interest expense	—		(46		)	(24		)	(28		)	(1		)	27			(72		)
Intercompany interest income (expense)	—		4			—			(116		)	112			—			—
Intercompany other income (expense)	—		31			—			(94		)	63			—			—
Other income (expense)	—		5			—			(11		)	8			(2		)	—
Income (loss) from continuing operations before income taxes	—		(26		)	(24		)	(253		)	1,107			(2		)	802
Income tax expense (benefit)	—		(5		)	(5		)	(42		)	178			—			126
Net income (loss) from continuing operations	—		(21		)	(19		)	(211		)	929			(2		)	676
Net income (loss) from discontinued operations	—		—			—			—			—			—			—
Net income (loss) before equity in earnings of subsidiaries	—		(21		)	(19		)	(211		)	929			(2		)	676
Equity in earnings of subsidiaries	—		682			619			724			—			(2,025		)	—
Net income	—		661			600			513			929			(2,027		)	676
Less: Net income attributable to noncontrolling interests	—		—			—			—			17			—			17
Net income attributable to Aon shareholders	$	—	$	661		$	600		$	513		$	912		$	(2,027	)	$	659

Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended March 31, 2020
(millions)	Aon Ireland			Aon UK			Aon Global Holdings Limited			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income	$	773		$	773		$	605		$	604		$	1,045		$	(3,009	)	$	791
Less: Net income attributable to noncontrolling interests	—			—			—			—			19			—			19
Net income attributable to Aon shareholders	773			773			605			604			1,026			(3,009		)	772
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—			—			—			(2		)	(3		)	—			(5		)
Foreign currency translation adjustments	—			—			—			—			(398		)	1			(397		)
Postretirement benefit obligation	—			—			—			13			11			—			24
Total other comprehensive income (loss)	—			—			—			11			(390		)	1			(378		)
Equity in other comprehensive income (loss) of subsidiaries, net of tax	(377		)	(377		)	(370		)	(381		)	—			1,505			—
Less: Other comprehensive loss attributable to noncontrolling interests	—			—			—			—			(2		)	—			(2		)
Total other comprehensive income (loss) attributable to Aon shareholders	(377		)	(377		)	(370		)	(370		)	(388		)	1,506			(376		)
Comprehensive income attributable to Aon shareholders	$	396		$	396		$	235		$	234		$	638		$	(1,503	)	$	396

Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended March 31, 2019
(millions)	Aon Ireland		Aon UK		Aon Global Holdings Limited		Aon Corporation		Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income	$	—	$	661	$	600	$	513	$	929	$	(2,027	)	$	676
Less: Net income attributable to noncontrolling interests	—		—		—		—		17		—			17
Net income attributable to Aon shareholders	—		661		600		513		912		(2,027		)	659
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	—		—		—		2		5		—			7
Foreign currency translation adjustments	—		—		—		—		131		2			133
Postretirement benefit obligation	—		—		—		22		9		—			31
Total other comprehensive income (loss)	—		—		—		24		145		2			171
Equity in other comprehensive income (loss) of subsidiaries, net of tax	—		167		139		115		—		(421		)	—
Less: Other comprehensive loss attributable to noncontrolling interests	—		—		—		—		2		—			2
Total other comprehensive income (loss) attributable to Aon shareholders	—		167		139		139		143		(419		)	169
Comprehensive income attributable to Aon shareholders	$	—	$	828	$	739	$	652	$	1,055	$	(2,446	)	$	828

Condensed Consolidating Statement of Financial Position



	As of March 31, 2020
(millions)	Aon Ireland		Aon UK		Aon Global Holdings Limited		Aon Corporation			Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets
Current assets
Cash and cash equivalents	$	—	$	—	$	36	$	194		$	1,698	$	(1,238	)	$	690
Short-term investments	—		—		—		57			113		—			170
Receivables, net	—		—		—		—			3,554		—			3,554
Fiduciary assets	—		—		—		—			12,401		—			12,401
Current intercompany receivables	—		208		90		2,710			14,875		(17,883		)	—
Other current assets	—		—		—		4			526		—			530
Total current assets	—		208		126		2,965			33,167		(19,121		)	17,345
Goodwill	—		—		—		—			8,293		—			8,293
Intangible assets, net	—		—		—		—			746		—			746
Fixed assets, net	—		—		—		—			666		—			666
Operating lease right-of-use assets	—		—		—		103			794		—			897
Deferred tax assets	—		89		4		589			150		(194		)	638
Prepaid pension	—		—		—		7			1,157		—			1,164
Non-current intercompany receivables	—		397		—		261			7,044		(7,702		)	—
Other non-current assets	—		—		—		25			508		—			533
Investment in subsidiary	3,169		8,650		8,871		19,973			—		(40,663		)	—
Total assets	$	3,169	$	9,344	$	9,001	$	23,923		$	52,525	$	(67,680	)	$	30,282

Liabilities and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	—	$	1,345	$	—	$	49		$	1,393	$	(1,238	)	$	1,549
Short-term debt and current portion of long-term debt	—		696		—		1,136			52		—			1,884
Fiduciary liabilities	—		—		—		—			12,401		—			12,401
Current intercompany payables	—		310		61		16,321			1,191		(17,883		)	—
Other current liabilities	—		—		—		82			1,195		—			1,277
Total current liabilities	—		2,351		61		17,588			16,232		(19,121		)	17,111
Long-term debt	—		3,822		—		2,405			—		—			6,227
Non-current operating lease liabilities	—		—		—		136			774		—			910
Deferred tax liabilities	—		—		—		—			383		(194		)	189
Pension, other postretirement, and postemployment liabilities	—		—		—		1,287			368		—			1,655
Non-current intercompany payables	—		—		—		7,210			492		(7,702		)	—
Other non-current liabilities	—		2		—		115			813		—			930
Total liabilities	—		6,175		61		28,741			19,062		(27,017		)	27,022

Equity
Total Aon shareholders’ equity	3,169		3,169		8,940		(4,818		)	33,372		(40,663		)	3,169
Noncontrolling interests	—		—		—		—			91		—			91
Total equity	3,169		3,169		8,940		(4,818		)	33,463		(40,663		)	3,260
Total liabilities and equity	$	3,169	$	9,344	$	9,001	$	23,923		$	52,525	$	(67,680	)	$	30,282

Condensed Consolidating Statement of Financial Position



	As of December 31, 2019
(millions)	Aon Ireland		Aon UK		Aon Global Holdings Limited		Aon Corporation			Other Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets
Current assets
Cash and cash equivalents	$	—	$	—	$	—	$	2,271		$	2,619	$	(4,100	)	$	790
Short-term investments	—		—		—		28			110		—			138
Receivables, net	—		—		—		—			3,112		—			3,112
Fiduciary assets	—		—		—		—			11,834		—			11,834
Current intercompany receivables	—		246		89		1,214			12,710		(14,259		)	—
Other current assets	—		—		—		7			595		—			602
Total current assets	—		246		89		3,520			30,980		(18,359		)	16,476
Goodwill	—		—		—		—			8,165		—			8,165
Intangible assets, net	—		—		—		—			783		—			783
Fixed assets, net	—		—		—		—			621		—			621
Operating lease right-of-use assets	—		—		—		110			819		—			929
Deferred tax assets	—		89		4		577			165		(190		)	645
Prepaid pension	—		—		—		7			1,209		—			1,216
Non-current intercompany receivables	—		868		—		261			7,046		(8,175		)	—
Other non-current assets	—		—		—		32			538		—			570
Investment in subsidiary	3,375		8,899		12,211		19,470			—		(43,955		)	—
Total assets	$	3,375	$	10,102	$	12,304	$	23,977		$	50,326	$	(70,679	)	$	29,405

Liabilities and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	—	$	2,157	$	1,994	$	56		$	1,832	$	(4,100	)	$	1,939
Short-term debt and current portion of long-term debt	—		112		—		600			—		—			712
Fiduciary liabilities	—		—		—		—			11,834		—			11,834
Current intercompany payables	—		234		61		12,978			986		(14,259		)	—
Other current liabilities	—		—		—		80			1,006		—			1,086
Total current liabilities	—		2,503		2,055		13,714			15,658		(18,359		)	15,571
Long-term debt	—		4,223		—		2,404			—		—			6,627
Non-current operating lease liabilities	—		—		—		143			801		—			944
Deferred tax liabilities	—		—		—		—			389		(190		)	199
Pension, other postretirement, and postemployment liabilities	—		—		—		1,348			390		—			1,738
Non-current intercompany payables	—		—		—		7,212			963		(8,175		)	—
Other non-current liabilities	—		1		—		113			763		—			877
Total liabilities	—		6,727		2,055		24,934			18,964		(26,724		)	25,956

Equity
Total Aon shareholders’ equity	3,375		3,375		10,249		(957		)	31,288		(43,955		)	3,375
Noncontrolling interests	—		—		—		—			74		—			74
Total equity	3,375		3,375		10,249		(957		)	31,362		(43,955		)	3,449
Total liabilities and equity	$	3,375	$	10,102	$	12,304	$	23,977		$	50,326	$	(70,679	)	$	29,405

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2020
(millions)	Aon Ireland		Aon UK			Aon Global Holdings Limited			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities
Cash provided by (used for) operating activities	$	—	$	1,561		$	3,648		$	(512	)	$	852		$	(5,211	)	$	338

Cash flows from investing activities
Proceeds from investments	—		—			—			2			4			—			6
Payments for investments	—		(450		)	(518		)	(30		)	(13		)	968			(43		)
Net sales (purchases) of short-term investments - non-fiduciary	—		—			—			(28		)	(10		)	—			(38		)
Acquisition of businesses, net of cash acquired	—		—			—			—			(334		)	—			(334		)
Sale of businesses, net of cash sold	—		—			—			—			30			—			30
Capital expenditures	—		—			—			—			(59		)	—			(59		)
Cash provided by (used for) investing activities	—		(450		)	(518		)	(56		)	(382		)	968			(438		)

Cash flows from financing activities
Share repurchase	—		(463		)	—			—			—			—			(463		)
Advances from (to) affiliates	—		(618		)	(3,094		)	(2,044		)	(1,349		)	7,105			—
Issuance of shares for employee benefit plans	—		(112		)	—			—			—			—			(112		)
Issuance of debt	—		457			—			1,603			—						2,060
Repayment of debt	—		(273		)	—			(1,068		)	—			—			(1,341		)
Cash dividends to shareholders	—		(102		)	—			—			—			—			(102		)
Noncontrolling interests and other financing activities	—		—			—			—			40			—			40
Cash provided by (used for) financing activities	—		(1,111		)	(3,094		)	(1,509		)	(1,309		)	7,105			82

Effect of exchange rate changes on cash and cash equivalents	—		—			—			—			(82		)	—			(82		)
Net increase (decrease) in cash and cash equivalents	—		—			36			(2,077		)	(921		)	2,862			(100		)
Cash and cash equivalents at beginning of period	—		—			—			2,271			2,619			(4,100		)	790
Cash and cash equivalents at end of period	$	—	$	—		$	36		$	194		$	1,698		$	(1,238	)	$	690

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2019
(millions)	Aon Ireland		Aon UK			Aon Global Holdings Limited			Aon Corporation			Other Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities
Cash provided by (used for) operating activities	$	—	$	(11	)	$	529		$	(34	)	$	143		$	(553	)	$	74

Cash flows from investing activities
Proceeds from investments	—		—			72			8			4			(72		)	12
Payments for investments	—		—			—			(9		)	(77		)	72			(14		)
Net sales (purchases) of short-term investments - non-fiduciary	—		—			—			9			32			—			41
Acquisition of businesses, net of cash acquired	—		—			—			—			(15		)	—			(15		)
Sale of businesses, net of cash sold	—		—			—			—			6			—			6
Capital expenditures									—			(57		)	—			(57		)
Cash provided by (used for) investing activities	—		—			72			8			(107		)	—			(27		)

Cash flows from financing activities
Share repurchase	—		(100		)	—			—			—			—			(100		)
Advances from (to) affiliates	—		305			(601		)	(265		)	(550		)	1,111			—
Issuance of shares for employee benefit plans	—		(98		)	—			—			—			—			(98		)
Issuance of debt	—		384			—			485			2			—			871
Repayment of debt	—		(384		)	—			(310		)	—			—			(694		)
Cash dividends to shareholders	—		(96		)	—			—			—			—			(96		)
Noncontrolling interests and other financing activities	—		—			—			—			(23		)	—			(23		)
Cash provided by (used for) financing activities	—		11			(601		)	(90		)	(571		)	1,111			(140		)

Effect of exchange rate changes on cash and cash equivalents	—		—			—			—			37			—			37
Net increase (decrease) in cash and cash equivalents	—		—			—			(116		)	(498		)	558			(56		)
Cash and cash equivalents at beginning of period	—		—			—			862			3,473			(3,679		)	656
Cash and cash equivalents at end of period	$	—	$	—		$	—		$	746		$	2,975		$	(3,121	)	$	600