Obligation AON 4% ( US00185AAD63 ) en USD

AON

99.652 % ▲

Etats-unis

US00185AAD63 ( en USD )

4% par an ( paiement semestriel )

26/11/2023 - Obligation échue

Prospectus brochure de l'obligation AON US00185AAD63 en USD 4%, échue

2 000 USD

350 000 000 USD

00185AAD6

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAD63, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/11/2023

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAD63, 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 US00185AAD63, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2217472z424b5.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)

4.00% Senior Notes due 2023

$350,000,000

99.649%

$348,771,500

$44,922

Guarantees of 4.00% Senior Notes
due
2023(2)
--
--
--
--

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The registrants are carrying forward $108,909.93 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
$44,922 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 4.00%
Senior Notes due 2023.
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Table of Contents
Prospectus Supplement
(To Prospectus Dated August 31, 2012)
$350,000,000
4.00% Senior Notes due 2023
With a full and unconditional guarantee as to payment of
principal and interest by Aon Corporation
Aon plc is offering $350,000,000 aggregate principal amount of 4.00% senior notes due 2023 (the "Notes"). The Notes will mature
on November 27, 2023. Aon plc will pay interest on the Notes on each May 27 and November 27, commencing on May 27, 2014. 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, or 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.
We intend to apply to list the Notes on the New York Stock Exchange or another "recognised stock exchange" for purposes of
Section 1005 of the U.K. Income Tax Act 2007.
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

99.649%$
348,771,500

Underwriting discount

0.55%$
1,925,000

Proceeds to us (before expenses)

99.099%$
346,846,500

Interest on the Notes will accrue from November 26, 2013.
The underwriters expect to deliver the Securities for purchase on or about November 26, 2013, in book-entry form through the
facilities of The Depository Trust Company and its participants, including Clearstream Banking, société anonyme, and Euroclear
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Bank S.A./N.V.
Joint Book-Running Managers
Morgan Stanley
BofA

Deutsche

J.P. Morgan
Merrill Lynch
Bank Securities
Co-Managers
Aon Benfield

Loop

The Williams
Securities, Inc.
Capital Markets
Capital Group, L.P.
The date of this prospectus supplement is November 21, 2013.
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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-3
Summary
S-5
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
Material United States Federal Income Tax Consequences
S-24
Certain U.K. Tax Consequences
S-28
European Union Savings Tax Directive
S-29
Proposed Financial Transaction Tax
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-39
Experts
S-39
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
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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
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 have changed
after any of such dates.
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Table of Contents
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
S-1
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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.
S-2
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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;
·
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;
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·
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.
S-4
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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 September 30, 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 plc. Prior to the Redomestication, Aon Delaware was the ultimate
holding company for the Aon group. See "About this Prospectus Supplement" and "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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