|
18. Guarantee of Registered Securities
As described in Note 15, in connection with the Redomestication, on April 2, 2012, Aon plc (“Parent Guarantor”) entered into various agreements pursuant to which it agreed to guarantee the obligations of Aon Corporation (“Subsidiary Issuer”) arising under issued and outstanding debt securities. Aon Corporation is a 100% indirectly owned subsidiary of Aon plc. The debt securities that are subject to Rule 3-10 of Regulation S-X are the 7.375% debt securities due December 2012, the 3.50% senior notes due September 2015, the 3.125% senior notes due May 2016, the 5.00% senior notes due September 2020, the 8.205% junior subordinated deferrable interest debentures due January 2027 and the 6.25% senior notes due September 2040. All guarantees of Aon plc are full and unconditional. There are no subsidiaries of Aon plc that are guarantors of the debt.
The following tables set forth condensed consolidating statements of income for the three and nine months ended September 30, 2012 and 2011, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2012 and 2011, condensed consolidating statements of financial position as of September 30, 2012 and December 31, 2011, and condensed consolidating statements of cash flows for the nine months ended September 30, 2012 and 2011 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 Guarantor 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.
Condensed Consolidating Statement of Income
|
|
|
Three Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, fees and other |
|
$ |
— |
|
$ |
— |
|
$ |
2,726 |
|
$ |
— |
|
$ |
2,726 |
|
|
Fiduciary investment income |
|
— |
|
— |
|
11 |
|
— |
|
11 |
|
|
Total revenue |
|
— |
|
— |
|
2,737 |
|
— |
|
2,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
34 |
|
(11 |
) |
1,597 |
|
— |
|
1,620 |
|
|
Other general expenses |
|
19 |
|
6 |
|
753 |
|
— |
|
778 |
|
|
Total operating expenses |
|
53 |
|
(5 |
) |
2,350 |
|
— |
|
2,398 |
|
|
Operating (loss) income |
|
(53 |
) |
5 |
|
387 |
|
— |
|
339 |
|
|
Interest income |
|
— |
|
— |
|
1 |
|
— |
|
1 |
|
|
Interest expense |
|
— |
|
(44 |
) |
(13 |
) |
— |
|
(57 |
) |
|
Intercompany interest (expense) income |
|
(8 |
) |
48 |
|
(40 |
) |
— |
|
— |
|
|
Other income (expense) |
|
— |
|
10 |
|
(19 |
) |
— |
|
(9 |
) |
|
(Loss) income from continuing operations before taxes |
|
(61 |
) |
19 |
|
316 |
|
— |
|
274 |
|
|
Income tax (benefit) expense |
|
(15 |
) |
11 |
|
68 |
|
— |
|
64 |
|
|
(Loss) income from continuing operations |
|
(46 |
) |
8 |
|
248 |
|
— |
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations before taxes |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Income taxes |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Loss from discontinued operations |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries, net of tax |
|
250 |
|
209 |
|
217 |
|
(676 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
204 |
|
217 |
|
465 |
|
(676 |
) |
210 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
6 |
|
— |
|
6 |
|
|
Net income attributable to Aon shareholders |
|
$ |
204 |
|
$ |
217 |
|
$ |
459 |
|
$ |
(676 |
) |
$ |
204 |
|
Condensed Consolidating Statement of Income
|
|
|
Three Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, fees and other |
|
$ |
— |
|
$ |
— |
|
$ |
2,708 |
|
$ |
— |
|
$ |
2,708 |
|
|
Fiduciary investment income |
|
— |
|
— |
|
15 |
|
— |
|
15 |
|
|
Total revenue |
|
— |
|
— |
|
2,723 |
|
— |
|
2,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
— |
|
(2 |
) |
1,636 |
|
— |
|
1,634 |
|
|
Other general expenses |
|
— |
|
20 |
|
741 |
|
— |
|
761 |
|
|
Total operating expenses |
|
— |
|
18 |
|
2,377 |
|
— |
|
2,395 |
|
|
Operating (loss) income |
|
— |
|
(18 |
) |
346 |
|
— |
|
328 |
|
|
Interest income |
|
— |
|
— |
|
4 |
|
— |
|
4 |
|
|
Interest expense |
|
— |
|
(40 |
) |
(20 |
) |
— |
|
(60 |
) |
|
Intercompany interest income (expense) |
|
— |
|
47 |
|
(47 |
) |
— |
|
— |
|
|
Other income |
|
— |
|
— |
|
20 |
|
— |
|
20 |
|
|
(Loss) income from continuing operations before taxes |
|
— |
|
(11 |
) |
303 |
|
— |
|
292 |
|
|
Income tax (benefit) expense |
|
— |
|
(3 |
) |
87 |
|
— |
|
84 |
|
|
(Loss) income from continuing operations |
|
— |
|
(8 |
) |
216 |
|
— |
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations before taxes |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Income tax benefit |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Income from discontinued operations |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries, net of tax |
|
198 |
|
174 |
|
166 |
|
(538 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
198 |
|
166 |
|
382 |
|
(538 |
) |
208 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
10 |
|
— |
|
10 |
|
|
Net income attributable to Aon shareholders |
|
$ |
198 |
|
$ |
166 |
|
$ |
372 |
|
$ |
(538 |
) |
$ |
198 |
|
Condensed Consolidating Statement of Income
|
|
|
Nine Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, fees and other |
|
$ |
— |
|
$ |
— |
|
$ |
8,368 |
|
$ |
— |
|
$ |
8,368 |
|
|
Fiduciary investment income |
|
— |
|
— |
|
31 |
|
— |
|
31 |
|
|
Total revenue |
|
— |
|
— |
|
8,399 |
|
— |
|
8,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
18 |
|
22 |
|
4,880 |
|
— |
|
4,920 |
|
|
Other general expenses |
|
21 |
|
26 |
|
2,297 |
|
— |
|
2,344 |
|
|
Total operating expenses |
|
39 |
|
48 |
|
7,177 |
|
— |
|
7,264 |
|
|
Operating (loss) income |
|
(39 |
) |
(48 |
) |
1,222 |
|
— |
|
1,135 |
|
|
Interest income |
|
— |
|
1 |
|
5 |
|
— |
|
6 |
|
|
Interest expense |
|
— |
|
(124 |
) |
(49 |
) |
— |
|
(173 |
) |
|
Intercompany interest (expense) income |
|
(10 |
) |
140 |
|
(130 |
) |
— |
|
— |
|
|
Other income |
|
— |
|
12 |
|
(9 |
) |
— |
|
3 |
|
|
(Loss) income from continuing operations before taxes |
|
(49 |
) |
(19 |
) |
1,039 |
|
— |
|
971 |
|
|
Income tax (benefit) expense |
|
— |
|
(4 |
) |
261 |
|
— |
|
257 |
|
|
(Loss) income from continuing operations |
|
(49 |
) |
(15 |
) |
778 |
|
— |
|
714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations before taxes |
|
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
|
Income taxes |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Loss from discontinued operations |
|
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries, net of tax |
|
737 |
|
662 |
|
647 |
|
(2,046 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
688 |
|
647 |
|
1,424 |
|
(2,046 |
) |
713 |
|
|
Less: Net income attributable to noncontrolling interest |
|
— |
|
— |
|
25 |
|
— |
|
25 |
|
|
Net income attributable to Aon shareholders |
|
$ |
688 |
|
$ |
647 |
|
$ |
1,399 |
|
$ |
(2,046 |
) |
$ |
688 |
|
Condensed Consolidating Statement of Income
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, fees and other |
|
$ |
— |
|
$ |
— |
|
$ |
8,255 |
|
$ |
— |
|
$ |
8,255 |
|
|
Fiduciary investment income |
|
— |
|
2 |
|
36 |
|
— |
|
38 |
|
|
Total revenue |
|
— |
|
2 |
|
8,291 |
|
— |
|
8,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Benefits |
|
— |
|
(7 |
) |
4,850 |
|
— |
|
4,843 |
|
|
Other general expenses |
|
— |
|
40 |
|
2,245 |
|
— |
|
2,284 |
|
|
Total operating expenses |
|
— |
|
33 |
|
7,095 |
|
— |
|
7,127 |
|
|
Operating (loss) income |
|
— |
|
(31 |
) |
1,196 |
|
— |
|
1,166 |
|
|
Interest income |
|
— |
|
4 |
|
10 |
|
— |
|
14 |
|
|
Interest expense |
|
— |
|
(131 |
) |
(55 |
) |
— |
|
(186 |
) |
|
Intercompany interest income (expense) |
|
— |
|
135 |
|
(135 |
) |
— |
|
— |
|
|
Other (expense) income |
|
— |
|
(27 |
) |
33 |
|
— |
|
6 |
|
|
(Loss) income from continuing operations before taxes |
|
— |
|
(50 |
) |
1,049 |
|
— |
|
1,000 |
|
|
Income tax (benefit) expense |
|
— |
|
(18 |
) |
292 |
|
— |
|
274 |
|
|
(Loss) income from continuing operations |
|
— |
|
(32 |
) |
757 |
|
— |
|
726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations before taxes |
|
— |
|
5 |
|
— |
|
— |
|
5 |
|
|
Income tax expense |
|
— |
|
1 |
|
— |
|
— |
|
1 |
|
|
Income from discontinued operations |
|
— |
|
4 |
|
— |
|
— |
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries, net of tax |
|
702 |
|
628 |
|
600 |
|
(1,930 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
702 |
|
600 |
|
1,357 |
|
(1,930 |
) |
730 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
28 |
|
— |
|
28 |
|
|
Net income attributable to Aon shareholders |
|
$ |
702 |
|
$ |
600 |
|
$ |
1,329 |
|
$ |
(1,930 |
) |
$ |
702 |
|
Condensed Consolidating Statement of Comprehensive Income
|
|
|
Three Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
204 |
|
$ |
217 |
|
$ |
465 |
|
$ |
(676 |
) |
$ |
210 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
6 |
|
— |
|
6 |
|
|
Net income attributable to Aon shareholders |
|
$ |
204 |
|
$ |
217 |
|
$ |
459 |
|
$ |
(676 |
) |
$ |
204 |
|
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives |
|
— |
|
1 |
|
14 |
|
— |
|
15 |
|
|
Foreign currency translation adjustments |
|
— |
|
17 |
|
147 |
|
— |
|
164 |
|
|
Post-retirement benefit obligation |
|
— |
|
9 |
|
(2 |
) |
— |
|
7 |
|
|
Total other comprehensive income (loss) |
|
— |
|
27 |
|
159 |
|
— |
|
186 |
|
|
Equity in other comprehensive (loss) income of subsidiaries, net of tax |
|
182 |
|
155 |
|
182 |
|
(519 |
) |
— |
|
|
Less: Other comprehensive loss attributable to noncontrolling interests |
|
— |
|
— |
|
4 |
|
— |
|
4 |
|
|
Total other comprehensive loss attributable to Aon shareholders |
|
182 |
|
182 |
|
337 |
|
(519 |
) |
182 |
|
|
Comprehensive income (loss) attributable to Aon shareholders |
|
$ |
386 |
|
$ |
399 |
|
$ |
796 |
|
$ |
(1,195 |
) |
$ |
386 |
|
Condensed Consolidating Statement of Comprehensive Income
|
|
|
Three Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
198 |
|
$ |
166 |
|
$ |
382 |
|
$ |
(538 |
) |
$ |
208 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
10 |
|
— |
|
10 |
|
|
Net income attributable to Aon shareholders |
|
$ |
198 |
|
$ |
166 |
|
$ |
372 |
|
$ |
(538 |
) |
$ |
198 |
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives |
|
— |
|
— |
|
(9 |
) |
— |
|
(9 |
) |
|
Foreign currency translation adjustments |
|
— |
|
(5 |
) |
(204 |
) |
— |
|
(209 |
) |
|
Post-retirement benefit obligation |
|
— |
|
4 |
|
11 |
|
— |
|
15 |
|
|
Total other comprehensive (loss) income |
|
— |
|
(1 |
) |
(202 |
) |
— |
|
(203 |
) |
|
Equity in other comprehensive income (loss) of subsidiaries, net of tax |
|
(202 |
) |
(201 |
) |
(202 |
) |
605 |
|
— |
|
|
Less: Other comprehensive income attributable to noncontrolling interests |
|
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
|
Total other comprehensive income attributable to Aon shareholders |
|
(202 |
) |
(202 |
) |
(403 |
) |
605 |
|
(202 |
) |
|
Comprehensive income attributable to Aon Shareholders |
|
$ |
(4 |
) |
$ |
(36 |
) |
$ |
(31 |
) |
$ |
67 |
|
$ |
(4 |
) |
Condensed Consolidating Statement of Comprehensive Income
|
|
|
Nine Months Ended September 30, 2012 |
|
|
(millions) |
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Other
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
|
|
Net income |
|
$ |
688 |
|
$ |
647 |
|
$ |
1,424 |
|
$ |
(2,046 |
) |
$ |
713 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
25 |
|
— |
|
25 |
|
|
Net income attributable to Aon shareholders |
|
$ |
688 |
|
$ |
647 |
|
$ |
1,399 |
|
$ |
(2,046 |
) |
$ |
688 |
|
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives |
|
— |
|
1 |
|
4 |
|
— |
|
5 |
|
|
Foreign currency translation adjustments |
|
— |
|
16 |
|
55 |
|
— |
|
71 |
|
|
Post-retirement benefit obligation |
|
— |
|
24 |
|
22 |
|
— |
|
46 |
|
|
Total other comprehensive income (loss) |
|
— |
|
41 |
|
81 |
|
— |
|
122 |
|
|
Equity in other comprehensive (loss) income of subsidiaries, net of tax |
|
120 |
|
78 |
|
119 |
|
(317 |
) |
— |
|
|
Less: Other comprehensive loss attributable to noncontrolling interests |
|
— |
|
— |
|
2 |
|
— |
|
2 |
|
|
Total other comprehensive loss attributable to Aon shareholders |
|
120 |
|
119 |
|
198 |
|
(317 |
) |
120 |
|
|
Comprehensive income attributable to Aon shareholders |
|
$ |
808 |
|
$ |
766 |
|
$ |
1,597 |
|
$ |
(2,363 |
) |
$ |
808 |
|
Condensed Consolidating Statement of Comprehensive Income
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
702 |
|
$ |
600 |
|
$ |
1,357 |
|
$ |
(1,930 |
) |
$ |
730 |
|
|
Less: Net income attributable to noncontrolling interests |
|
— |
|
— |
|
28 |
|
— |
|
28 |
|
|
Net income attributable to Aon shareholders |
|
$ |
702 |
|
$ |
600 |
|
$ |
1,329 |
|
$ |
(1,930 |
) |
$ |
702 |
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives |
|
— |
|
(1 |
) |
(13 |
) |
— |
|
(14 |
) |
|
Foreign currency translation adjustments |
|
— |
|
(9 |
) |
(3 |
) |
— |
|
(12 |
) |
|
Post-retirement benefit obligation |
|
— |
|
13 |
|
29 |
|
— |
|
42 |
|
|
Total other comprehensive (loss) income |
|
— |
|
3 |
|
13 |
|
— |
|
16 |
|
|
Equity in other comprehensive income (loss) of subsidiaries, net of tax |
|
17 |
|
12 |
|
15 |
|
(44 |
) |
— |
|
|
Less: Other comprehensive income attributable to noncontrolling interests |
|
— |
|
— |
|
(1 |
) |
— |
|
(1 |
) |
|
Total other comprehensive income attributable to Aon shareholders |
|
17 |
|
15 |
|
29 |
|
(44 |
) |
17 |
|
|
Comprehensive income attributable to Aon shareholders |
|
$ |
719 |
|
$ |
615 |
|
$ |
1,358 |
|
$ |
(1,974 |
) |
$ |
719 |
|
Condensed Consolidating Statement of Financial Position
|
|
|
September 30, 2012 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1 |
|
$ |
58 |
|
$ |
231 |
|
$ |
— |
|
$ |
290 |
|
|
Short-term investments |
|
16 |
|
261 |
|
441 |
|
— |
|
718 |
|
|
Receivables, net |
|
— |
|
2 |
|
2,957 |
|
— |
|
2,959 |
|
|
Fiduciary assets |
|
— |
|
— |
|
11,343 |
|
— |
|
11,343 |
|
|
Intercompany receivables |
|
— |
|
1,677 |
|
2,868 |
|
(4,545 |
) |
— |
|
|
Other current assets |
|
— |
|
41 |
|
351 |
|
— |
|
392 |
|
|
Total Current Assets |
|
17 |
|
2,039 |
|
18,191 |
|
(4,545 |
) |
15,702 |
|
|
Goodwill |
|
— |
|
— |
|
8,856 |
|
— |
|
8,856 |
|
|
Intangible assets, net |
|
— |
|
— |
|
3,040 |
|
— |
|
3,040 |
|
|
Fixed assets, net |
|
— |
|
— |
|
814 |
|
— |
|
814 |
|
|
Investments |
|
— |
|
41 |
|
119 |
|
— |
|
160 |
|
|
Intercompany receivables |
|
— |
|
2,240 |
|
2,171 |
|
(4,411 |
) |
— |
|
|
Other non-current assets |
|
222 |
|
659 |
|
56 |
|
— |
|
937 |
|
|
Investment in subsidiary |
|
10,797 |
|
10,349 |
|
8,446 |
|
(29,592 |
) |
— |
|
|
TOTAL ASSETS |
|
$ |
11,036 |
|
$ |
15,328 |
|
$ |
41,693 |
|
$ |
(38,548 |
) |
$ |
29,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiduciary liabilities |
|
$ |
— |
|
$ |
— |
|
$ |
11,343 |
|
$ |
— |
|
$ |
11,343 |
|
|
Short-term debt and current portion of long-term debt |
|
— |
|
268 |
|
23 |
|
— |
|
291 |
|
|
Accounts payable and accrued liabilities |
|
4 |
|
86 |
|
1,429 |
|
— |
|
1,519 |
|
|
Intercompany payables |
|
34 |
|
1,779 |
|
1,782 |
|
(3,595 |
) |
— |
|
|
Other current liabilities |
|
— |
|
47 |
|
754 |
|
— |
|
801 |
|
|
Total Current Liabilities |
|
38 |
|
2,180 |
|
15,331 |
|
(3,595 |
) |
13,954 |
|
|
Long-term debt |
|
— |
|
3,030 |
|
1,081 |
|
— |
|
4,111 |
|
|
Pension, other post retirement and other post employment liabilities |
|
— |
|
1,167 |
|
590 |
|
— |
|
1,757 |
|
|
Intercompany payables |
|
2,690 |
|
359 |
|
2,311 |
|
(5,360 |
) |
— |
|
|
Other non-current liabilities |
|
3 |
|
146 |
|
1,177 |
|
— |
|
1,326 |
|
|
TOTAL LIABILITIES |
|
2,731 |
|
6,882 |
|
20,490 |
|
(8,955 |
) |
21,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL AON SHAREHOLDERS’ EQUITY |
|
8,305 |
|
8,446 |
|
21,146 |
|
(29,592 |
) |
8,305 |
|
|
Noncontrolling interests |
|
— |
|
— |
|
56 |
|
— |
|
56 |
|
|
TOTAL EQUITY |
|
8,305 |
|
8,446 |
|
21,202 |
|
(29,592 |
) |
8,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
11,036 |
|
$ |
15,328 |
|
$ |
41,692 |
|
$ |
(38,547 |
) |
$ |
29,509 |
|
Condensed Consolidating Statement of Financial Position
|
|
|
Dec. 31, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
— |
|
$ |
(21 |
) |
$ |
293 |
|
$ |
— |
|
$ |
272 |
|
|
Short-term investments |
|
— |
|
321 |
|
464 |
|
— |
|
785 |
|
|
Receivables, net |
|
— |
|
2 |
|
3,181 |
|
— |
|
3,183 |
|
|
Fiduciary assets |
|
— |
|
— |
|
10,838 |
|
— |
|
10,838 |
|
|
Intercompany receivables |
|
3 |
|
610 |
|
539 |
|
(1,152 |
) |
— |
|
|
Other current assets |
|
— |
|
57 |
|
378 |
|
(8 |
) |
427 |
|
|
Total Current Assets |
|
3 |
|
969 |
|
15,693 |
|
(1,160 |
) |
15,505 |
|
|
Goodwill |
|
— |
|
— |
|
8,770 |
|
— |
|
8,770 |
|
|
Intangible assets, net |
|
— |
|
— |
|
3,276 |
|
— |
|
3,276 |
|
|
Fixed assets, net |
|
— |
|
— |
|
783 |
|
— |
|
783 |
|
|
Investments |
|
— |
|
39 |
|
200 |
|
— |
|
239 |
|
|
Intercompany receivables |
|
— |
|
2,133 |
|
2,202 |
|
(4,335 |
) |
— |
|
|
Other non-current assets |
|
— |
|
900 |
|
781 |
|
(702 |
) |
979 |
|
|
Investment in subsidiary |
|
10,183 |
|
9,269 |
|
7,714 |
|
(27,166 |
) |
— |
|
|
TOTAL ASSETS |
|
$ |
10,186 |
|
$ |
13,310 |
|
$ |
39,419 |
|
$ |
(33,363 |
) |
$ |
29,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiduciary liabilities |
|
$ |
— |
|
$ |
— |
|
$ |
10,838 |
|
$ |
— |
|
$ |
10,838 |
|
|
Short-term debt and current portion of long-term debt |
|
— |
|
318 |
|
19 |
|
— |
|
337 |
|
|
Accounts payable and accrued liabilities |
|
— |
|
78 |
|
1,758 |
|
(4 |
) |
1,832 |
|
|
Intercompany payables |
|
— |
|
206 |
|
609 |
|
(815 |
) |
— |
|
|
Other current liabilities |
|
— |
|
5 |
|
752 |
|
(4 |
) |
753 |
|
|
Total Current Liabilities |
|
— |
|
607 |
|
13,976 |
|
(823 |
) |
13,760 |
|
|
Long-term debt |
|
— |
|
3,063 |
|
1,092 |
|
— |
|
4,155 |
|
|
Pension, other post retirement and other post employment liabilities |
|
— |
|
1,407 |
|
785 |
|
— |
|
2,192 |
|
|
Intercompany payables |
|
2,108 |
|
378 |
|
2,186 |
|
(4,672 |
) |
— |
|
|
Other non-current liabilities |
|
— |
|
141 |
|
1,886 |
|
(702 |
) |
1,325 |
|
|
TOTAL LIABILITIES |
|
2,108 |
|
5,596 |
|
19,925 |
|
(6,197 |
) |
21,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL AON SHAREHOLDERS’ EQUITY |
|
8,078 |
|
7,714 |
|
19,452 |
|
(27,166 |
) |
8,078 |
|
|
Noncontrolling interests |
|
— |
|
— |
|
42 |
|
— |
|
42 |
|
|
TOTAL EQUITY |
|
8,078 |
|
7,714 |
|
19,494 |
|
(27,166 |
) |
8,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
10,186 |
|
$ |
13,310 |
|
$ |
39,419 |
|
$ |
(33,363 |
) |
$ |
29,552 |
|
Condensed Consolidating Statement of Cash Flows
|
|
|
Nine Months Ended September 30, 2012 |
|
|
|
|
Parent |
|
Subsidiary |
|
Other
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES |
|
$ |
(46 |
) |
$ |
(189 |
) |
$ |
1,102 |
|
$ |
— |
|
$ |
867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Sales of long-term investments |
|
— |
|
79 |
|
92 |
|
— |
|
171 |
|
|
Purchase of long-term investments |
|
— |
|
(9 |
) |
— |
|
— |
|
(9 |
) |
|
Net sales of short-term investments - non-fiduciary |
|
(16 |
) |
61 |
|
21 |
|
— |
|
66 |
|
|
Acquisition of businesses, net of cash acquired |
|
— |
|
(55 |
) |
(42 |
) |
— |
|
(97 |
) |
|
Proceeds from sale of businesses |
|
— |
|
— |
|
2 |
|
— |
|
2 |
|
|
Capital expenditures |
|
— |
|
— |
|
(201 |
) |
— |
|
(201 |
) |
|
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES |
|
(16 |
) |
76 |
|
(128 |
) |
— |
|
(68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Share repurchase |
|
(525 |
) |
(100 |
) |
— |
|
— |
|
(625 |
) |
|
Advances from (to) affiliates |
|
648 |
|
376 |
|
(1,024 |
) |
— |
|
— |
|
|
Issuance of shares for employee benefit plans |
|
44 |
|
49 |
|
— |
|
— |
|
93 |
|
|
Issuance of debt |
|
— |
|
332 |
|
1 |
|
— |
|
333 |
|
|
Repayment of debt |
|
— |
|
(416 |
) |
(11 |
) |
— |
|
(427 |
) |
|
Cash dividends to shareholders |
|
(104 |
) |
(49 |
) |
— |
|
— |
|
(153 |
) |
|
Purchase of shares from noncontrolling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
Dividends paid to noncontrolling interests |
|
— |
|
— |
|
(17 |
) |
— |
|
(17 |
) |
|
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES |
|
63 |
|
192 |
|
(1,051 |
) |
— |
|
(796 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
— |
|
— |
|
15 |
|
— |
|
15 |
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
1 |
|
79 |
|
(62 |
) |
— |
|
18 |
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
|
— |
|
(21 |
) |
293 |
|
— |
|
272 |
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
1 |
|
$ |
58 |
|
$ |
231 |
|
$ |
— |
|
$ |
290 |
|
Condensed Consolidating Statement of Cash Flows
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Parent |
|
Subsidiary |
|
Non-Guarantor |
|
Consolidating |
|
|
|
|
(millions) |
|
Guarantor |
|
Issuer |
|
Subsidiaries |
|
Adjustments |
|
Consolidated |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES |
|
$ |
— |
|
$ |
(137 |
) |
$ |
924 |
|
$ |
— |
|
$ |
787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Sales of long-term investments |
|
— |
|
52 |
|
51 |
|
— |
|
103 |
|
|
Purchase of long-term investments |
|
— |
|
(17 |
) |
(11 |
) |
— |
|
(28 |
) |
|
Net sales of short-term investments - non-fiduciary |
|
|
|
329 |
|
(153 |
) |
|
|
176 |
|
|
Acquisition of businesses, net of cash acquired |
|
— |
|
(10 |
) |
(92 |
) |
— |
|
(102 |
) |
|
Proceeds from sale of businesses |
|
— |
|
5 |
|
4 |
|
— |
|
9 |
|
|
Capital expenditures |
|
— |
|
— |
|
(151 |
) |
— |
|
(151 |
) |
|
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES |
|
— |
|
359 |
|
(352 |
) |
— |
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Share repurchase |
|
— |
|
(828 |
) |
— |
|
— |
|
(828 |
) |
|
Advances from (to) affiliates |
|
— |
|
487 |
|
(487 |
) |
— |
|
— |
|
|
Issuance of shares for employee benefit plans |
|
— |
|
165 |
|
— |
|
— |
|
165 |
|
|
Issuance of debt |
|
— |
|
1,190 |
|
382 |
|
— |
|
1,572 |
|
|
Repayment of debt |
|
— |
|
(1,126 |
) |
(397 |
) |
— |
|
(1,523 |
) |
|
Cash dividends to shareholders |
|
— |
|
(150 |
) |
— |
|
— |
|
(150 |
) |
|
Purchase of shares from noncontrolling interests |
|
— |
|
— |
|
(24 |
) |
— |
|
(24 |
) |
|
Dividends paid to noncontrolling interests |
|
— |
|
— |
|
(21 |
) |
— |
|
(21 |
) |
|
CASH USED FOR FINANCING ACTIVITIES |
|
— |
|
(262 |
) |
(547 |
) |
— |
|
(809 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
— |
|
— |
|
(36 |
) |
— |
|
(36 |
) |
|
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
— |
|
(40 |
) |
(11 |
) |
— |
|
(51 |
) |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
|
— |
|
14 |
|
332 |
|
— |
|
346 |
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
— |
|
$ |
(26 |
) |
$ |
321 |
|
$ |
— |
|
$ |
295 |
|
|