Obligation AON 4.45% ( US00185AAC80 ) en USD

AON

113.12 % ⇌

Etats-unis

US00185AAC80 ( en USD )

4.45% par an ( paiement semestriel )

23/05/2043

Prospectus brochure de l'obligation AON US00185AAC80 en USD 4.45%, échéance 23/05/2043

2 000 USD

250 000 000 USD

00185AAC8

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

24/05/2024 ( Dans 7 jours )

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAC80, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/05/2043

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAC80, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAC80, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2215360z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-183686
Calculation of Registration Fee

Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)

4.45% Senior Notes due 2043

$250,000,000

99.344%

$248,360,000

$33,876

Guarantees of 4.45% Senior Notes due
2043(2)
-
-
-
-

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The registrants are carrying forward $142,785.93 of unused filing fees previously
paid by Aon plc with respect to unsold securities registered pursuant to Registration Statement No. 333-178991, which was initially filed by Aon plc (under its
prior name, Aon Global Limited) on January 13, 2012. Pursuant to Rule 457(p) under the Securities Act of 1933, the registrants are offsetting such amount that
has already been paid against the $33,876 registration fee relating to the securities offered by this prospectus supplement.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees of the 4.45% Senior Notes due 2043.
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Prospectus Supplement
(To Prospectus Dated August 31, 2012)
$250,000,000
Aon plc
4.45% Senior Notes due 2043
With a full and unconditional guarantee as to payment of
principal and interest by Aon Corporation
Aon plc is offering $250,000,000 aggregate principal amount of 4.45% senior notes due 2043 (the "Notes"). The Notes will mature on May 24, 2043. Aon plc
will pay interest on the Notes on each May 24 and November 24, commencing on November 24, 2013. Aon plc may redeem all of the Notes at any time, and some of the
Notes from time to time, at the redemption prices set forth in this prospectus supplement under "Description of the Securities--Optional Redemption." We may also
redeem all of the Notes at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date in the event of
certain changes in respect of withholding taxes applicable to the Notes and Guarantee, as described in this prospectus supplement under "Description of the Securities
--Optional Tax Redemption."
The Notes will be fully and unconditionally guaranteed by Aon Corporation ("Aon Delaware") (the "Guarantee" and, together with the Notes, the "Securities").
The Notes will be Aon plc's general unsecured and unsubordinated obligations and will rank equally with each other and with all of Aon plc's other present and
future unsecured and unsubordinated obligations. The Notes will not have the benefit of all of the covenants applicable to some of Aon plc's existing unsecured senior
debt. The Notes will be effectively subordinated to any secured debt Aon plc may have or incur in the future to the extent of the value of the assets securing such
indebtedness. The Notes will be structurally subordinated to the debt and all other obligations of Aon plc's subsidiaries (though you may have a direct claim as to Aon
Delaware by virtue of its obligations with respect to the Guarantee).
The Guarantee will be a general unsecured and unsubordinated obligation of Aon Delaware and will rank equally with all of Aon Delaware's other present and
future unsecured and unsubordinated obligations. The Guarantee will not have the benefit of all of the covenants applicable to some of Aon Delaware's existing
unsecured senior debt. The Guarantee will be effectively subordinated to any secured debt Aon Delaware may have or incur in the future to the extent of the value of the
assets securing such indebtedness. The Guarantee will be structurally subordinated to the debt and all other obligations of Aon Delaware's subsidiaries.
Investing in the Securities involves a high degree of risk. See "Risk Factors" beginning on page S-11 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public offering price
99.344%
$248,360,000
Underwriting discount
0.875%
$
2,187,500
Proceeds to us (before expenses)
98.469%
$246,172,500
Interest on the Notes will accrue from May 24, 2013.
We intend to list the Notes on the New York Stock Exchange or another "recognized stock exchange" for purposes of Section 1005 of the U.K. Income Tax Act
2007.
The underwriters expect to deliver the Securities for purchase on or about May 24, 2013, in book-entry form through the facilities of The Depository Trust
Company and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.
Joint Book-Running Managers
Morgan Stanley

Goldman, Sachs & Co.
Co-Managers
Aon Benfield Securities, Inc.

BofA Merrill Lynch

Barclays
Deutsche Bank Securities

J.P. Morgan

UBS Investment Bank
Loop Capital Markets

The Williams Capital Group, L.P.
The date of this prospectus supplement is May 21, 2013.
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

About This Prospectus Supplement
S-1

Where You Can Find More Information
S-1

Disclosure Regarding Forward-Looking Statements
S-2

Summary
S-4

Risk Factors
S-11

Use of Proceeds
S-14

Ratio of Earnings to Fixed Charges
S-15

Capitalization
S-16

Description Of The Securities
S-17

Certain United States Federal Income Tax Consequences
S-24

Certain U.K. Tax Consequences
S-28

European Union Savings Tax Directive
S-29

Book-Entry, Delivery and Form
S-30

Underwriting (Conflicts of Interest)
S-34

Incorporation of Certain Documents by Reference
S-38

Legal Matters
S-38

Experts
S-38
Prospectus

Page

About This Prospectus

3

Where You Can Find More Information

4

Information Concerning Forward-Looking Statements

5

Risk Factors

6

The Company

7

Use of Proceeds

8

Ratios

9

Description of Debt Securities and Guarantees

10

Description of Preference Shares

26

Description of Class A Ordinary Shares

27

Description of the Share Purchase Contracts and the Share Purchase Units

27

Plan of Distribution

28

Validity of Securities

30

Experts

30
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Neither we nor the underwriters have authorized anyone to provide any information other than that which is contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you.
Neither we nor the underwriters take any responsibility for, or provide any assurance as to, the reliability of any other information that others may give you.
No offer to sell these Securities is being made in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus
supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of the date of the document
in which the information appears. Our business, financial condition, results of operations and prospects may change after any of such dates.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus supplement
and the accompanying prospectus, together with the documents incorporated by reference and the additional information described below under the heading "Where You
Can Find More Information."
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be
deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other
subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus
modifies or supersedes that statement. Except as so modified or superseded, any statement so modified or superseded will not be deemed to constitute a part of this
prospectus supplement. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
In this prospectus supplement, we use the terms "Aon plc" or the "Issuer" to refer to Aon plc (not including its subsidiaries), and the terms "Aon," "we," "us" and
"our" and similar terms to refer to Aon plc and its subsidiaries (including Aon Delaware), unless the context otherwise requires and except as otherwise described
below. We use the terms "Aon Delaware" or the "Guarantor" to refer to Aon Corporation, our wholly-owned subsidiary and the guarantor of the Notes. On April 2,
2012, we completed the reorganization of the corporate structure of the group of companies controlled by Aon Delaware, Aon plc's predecessor as the ultimate holding
company of the Aon group. In this prospectus supplement, we refer to this transaction as the "Redomestication." Any references in this prospectus supplement to "Aon,"
"we," "us" and "our" or any similar references relating to dates or periods before the Redomestication refer to Aon Delaware and its subsidiaries or, if the context so
requires, Aon Delaware alone.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the
Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our
SEC file number is 001-07933. You can read and copy this information at the following location of the SEC:
Public Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You can also obtain copies of these materials from this public reference room, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on its public reference room. The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, including us, who file
electronically with the SEC. The address of that site is www.sec.gov.
This prospectus supplement and the accompanying prospectus, which form a part of the registration statement, do not contain all the information that is included in
the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus supplement, the
accompanying prospectus or any documents incorporated by reference in
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this prospectus supplement or the accompanying prospectus concerning the provisions of legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any documents incorporated by reference into this prospectus supplement or the accompanying
prospectus contain certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking
statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations or forecasts of future
events. They use words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "intend," "plan," "potential," and other similar terms, and future or
conditional tense verbs like "could," "may," "might," "should," "will" and "would." You can also identify forward-looking statements by the fact that they do not relate
strictly to historical or current facts. For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including
competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products;
changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies;
dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; future actions by regulators; and the impact of
changes in accounting rules. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from
either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include:
·
general economic conditions in different countries in which we do business around the world, including conditions in the European Union relating to
sovereign debt and the continued viability of the Euro;
·
changes in the competitive environment;
·
changes in global equity and fixed income markets that could influence the return on invested assets;
·
changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
·
rating agency actions that could affect our ability to borrow funds;
·
fluctuations in exchange and interest rates that could impact revenue and expense;
·
the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions;
·
the impact of any investigations brought by regulatory authorities in the United States (the "U.S."), the United Kingdom (the "U.K.") and other countries;
·
the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from errors and omission claims against
us;
·
failure to retain and attract qualified personnel;
·
the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the
global scope of our business and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;
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·
the effect of the Redomestication on our operations and financial results, including the reaction of our clients, employees and other constituents, the effect
of compliance with applicable U.K. regulatory regimes or the failure to realize some or all of the anticipated benefits;
·
the extent to which we retain existing clients and attract new businesses and our ability to incentivize and retain key employees;
·
the extent to which we manage certain risks created in connection with the various services, including fiduciary and advisory services, among others,
that we currently provide, or will provide in the future, to clients;
·
the possibility that the expected efficiencies and cost savings from the acquisition of Hewitt will not be realized, or will not be realized within the
expected time period;
·
the risk that the Hewitt businesses will not be integrated successfully;
·
our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings;
·
the potential of a system or network disruption resulting in operational interruption or improper disclosure of personal data;
·
any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade
sanctions regimes; and
·
our ability to grow and develop companies that we acquire or new lines of business.
Any or all of these forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are
not exhaustive. We and our subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, you should not place undue
reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no obligation (and expressly disclaim any obligation) to
update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events or otherwise. Further
information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the "Risk Factors" section in Part I,
Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC.
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SUMMARY
This summary highlights certain information about Aon plc, Aon Delaware and the offering of the Securities. This summary does not contain all the
information that may be important to you. You should carefully read this entire prospectus supplement, the accompanying prospectus and those documents
incorporated by reference into this prospectus supplement and the accompanying prospectus, including the risk factors and the financial statements and related
notes thereto, before making an investment decision.
Aon plc
We are a preeminent professional service firm, focused on the topics of risk and people. We are the leading global provider of risk management services,
insurance and reinsurance brokerage, and human resource consulting and outsourcing, delivering distinctive client value via innovative and effective risk management
and workforce productivity solutions. We serve clients through two operating segments, Risk Solutions and HR Solutions. Risk Solutions acts as an advisor and
insurance and reinsurance broker, helping clients manage their risks via consultation, as well as negotiation and placement of insurance risk with insurance carriers
through our global distribution network. HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and
improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health
care, compensation and talent management strategies. As of March 31, 2013, we had approximately 66,000 employees and conducted our operations through various
subsidiaries in more than 120 countries and sovereignties.
Our principal executive offices are located at 8 Devonshire Square, London, England EC2M 4PL. Our telephone number is +44 20 7623 5500.
Aon Delaware
Aon Delaware is a wholly-owned Delaware subsidiary of Aon Holdings LLC, which is a wholly-owned direct Delaware subsidiary of Aon plc. Prior to the
Redomestication, Aon Delaware was the ultimate holding company for the Aon group. See "Where You Can Find More Information."
Aon Delaware's principal executive offices are located at 200 East Randolph Street, Chicago, Illinois 60601, and its telephone number is (312) 381-1000.

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Offering Summary
The following is a summary of some of the terms of this offering. For a more complete description of the terms of the Securities, please refer to "Description of th
Securities" in this prospectus supplement and "Description of Debt Securities and Guarantees" in the accompanying prospectus.
Issuer
Aon
plc.
Notes Offered
$250,000,000 aggregate principal amount of 4.45% Senior Notes due 2043.
Maturity Date
May 24, 2043.
Interest Rate
The Notes will bear interest from and including May 24, 2013 at the rate of 4.45% per annum, payable semiannually in
arrears.
Interest Payment Dates
Interest on the Notes will be payable in arrears on each May 24 and November 24, commencing on November 24, 2013.
Guarantor
Aon Delaware.
Guarantee
The Notes will be fully and unconditionally guaranteed by Aon Delaware.
Ranking of the Securities
The Notes are unsecured obligations of Aon plc and will rank equally in right of payment with all of Aon plc's other existin
and future senior unsecured indebtedness. The Notes will be effectively subordinated to all of the existing and future
secured indebtedness of Aon plc to the extent of the value of the assets securing such indebtedness. As of March 31, 2013,
Aon plc had no secured indebtedness for borrowed money. The Notes will be structurally subordinated to all of the existing
and future secured and unsecured indebtedness and other liabilities of Aon plc's subsidiaries (though you may have a direct
claim as to Aon Delaware by virtue of its obligations with respect to the Notes). As of March 31, 2013, Aon plc's
subsidiaries (other than Aon Delaware) had approximately $5.1 billion of outstanding indebtedness and other liabilities,
including trade payables, pension and other post-employment liabilities, other current and non-current liabilities, but
excluding intercompany liabilities and fiduciary liabilities, constituting approximately 96% of Aon plc's total consolidated
liabilities (other than those of Aon Delaware).

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The Guarantee is an unsecured obligation of Aon Delaware and will rank equally in right of payment with all of Aon
Delaware's other existing and future senior unsecured indebtedness. The Guarantee will be effectively subordinated to all o
the existing and future secured indebtedness of Aon Delaware to the extent of the value of the assets securing such
indebtedness. As of March 31, 2013, Aon Delaware had no secured indebtedness for borrowed money and had
approximately $9.3 billion of consolidated outstanding indebtedness and other liabilities, including trade payables, pension
and other post-employment liabilities, other current and non-current liabilities, but excluding intercompany liabilities and
fiduciary liabilities. The Guarantee will be structurally subordinated to all of the existing and future secured and unsecured
indebtedness and other liabilities of Aon Delaware's subsidiaries. As of March 31, 2013, Aon Delaware's subsidiaries had
approximately $4.4 billion of outstanding indebtedness and other liabilities, including trade payables, pension and other
post-employment liabilities, other current liabilities and non-current liabilities, but excluding intercompany liabilities and
fiduciary liabilities, constituting approximately 47% of Aon Delaware's total consolidated liabilities.
Optional Redemption
Aon plc may at its option redeem all of the Notes at any time and some of the Notes from time to time, at a redemption price
equal to the greater of:

· 100% of the principal amount of the Notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the redemption date), discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined under
"Description of the Securities--Optional Redemption"), plus 20 basis points.

plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to but excluding the
redemption date.

On or after February 24, 2043, Aon plc may redeem any or all of the Notes at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being
redeemed to but excluding the redemption date.

See "Description of the Securities--Optional Redemption."

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