Obligation AON 3.5% ( US00185AAF12 ) en USD

AON

99.36 % ▼

Etats-unis

US00185AAF12 ( en USD )

3.5% par an ( paiement semestriel )

13/06/2024

Prospectus brochure de l'obligation AON US00185AAF12 en USD 3.5%, échéance 13/06/2024

2 000 USD

600 000 000 USD

00185AAF1

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

14/06/2024 ( Dans 28 jours )

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAF12, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/06/2024

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US00185AAF12, 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 US00185AAF12, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2220271z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration 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)

3.500% Senior Notes due 2024

$250,000,000

99.898%

$249,745,000

4.600% Senior Notes due 2044

$550,000,000

99.739%

$548,564,500

$102,822.26

Guarantees of 3.500% Senior Notes
due
2024(2)
--
--
--
--
Guarantees of 4.600% Senior Notes
due
2044(2)
--
--
--
--

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees.
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Table of Contents
Prospectus Supplement
(To Prospectus Dated August 31, 2012)
$800,000,000
$250,000,000 3.500% Senior Notes due 2024
$550,000,000 4.600% Senior Notes due 2044
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 3.500% senior notes due 2024 (the "2024 Notes") and $550,000,000 aggregate principal amount of 4.600% senior
notes due 2044 (the "2044 Notes" and, together with the 2024 Notes, the "Notes"). The 2024 Notes will mature on June 14, 2024, and the 2044 Notes will mature on June 14, 2044. Aon plc
will pay interest on the 2024 Notes on each June 14 and December 14, commencing on December 14, 2014 and on the 2044 Notes on each June 14 and December 14, commencing on
December 14, 2014. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Aon plc may redeem al of the Notes of a series at
any time, and some of the Notes of a series from time to time, at the redemption prices set forth for the applicable series in this prospectus supplement under "Description of the Securities
--Optional Redemption." Aon plc may also redeem al of the Notes of a series at a redemption price equal to 100% of the principal amount of the Notes of such series 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 Guarantees, 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 "Guarantees" 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 wil not have the benefit of al 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 wil be structural y subordinated to
the debt and al 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 Guarantees).
The Guarantees will be general unsecured and unsubordinated obligations of Aon Delaware and will rank equally with al of Aon Delaware's other present and future unsecured and
unsubordinated obligations. The Guarantees will not have the benefit of all of the covenants applicable to some of Aon Delaware's existing unsecured senior debt. The Guarantees 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 Guarantees will be
structural y subordinated to the debt and al 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-12 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 2024 Note

Per 2044 Note

Total

Public offering price

99.898%
99.739% $
798,309,500

Underwriting
discount

0.550% 0.875% $
6,187,500

Proceeds to us (before expenses)

99.348% 98.864% $
792,122,000

Interest on the Notes of each series will accrue from May 28, 2014.
The underwriters expect to deliver the Securities for purchase on or about May 28, 2014, which is the fifth business day fol owing the date of this prospectus supplement, 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
BofA Merrill Lynch
Citigroup

J.P. Morgan

Morgan
Stanley
Co-Managers
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Aon Benfield Securities, Inc.

Natixis
Scotiabank
UniCredit Capital Markets

US Bancorp

Loop Capital Markets
The Williams Capital Group, L.P.
The date of this prospectus supplement is May 20, 2014.
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TABLE OF CONTENTS

Page
Prospectus Supplement

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-12
USE OF PROCEEDS
S-15
RATIO OF EARNINGS TO FIXED CHARGES
S-16
CAPITALIZATION
S-17
DESCRIPTION OF THE SECURITIES
S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-26
CERTAIN UNITED KINGDOM TAX CONSEQUENCES
S-29
EUROPEAN UNION SAVINGS TAX DIRECTIVE
S-30
PROPOSED FINANCIAL TRANSACTION TAX
S-31
BOOK-ENTRY, DELIVERY AND FORM
S-32
UNDERWRITING (CONFLICTS OF INTEREST)
S-36
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-41
LEGAL MATTERS
S-41
EXPERTS
S-41
Prospectus

ABOUT THIS PROSPECTUS

4
WHERE YOU CAN FIND MORE INFORMATION

5
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

6
RISK FACTORS

7
THE COMPANY

8
USE OF PROCEEDS

9
RATIOS

10
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

11
DESCRIPTION OF PREFERENCE SHARES

27
DESCRIPTION OF CLASS A ORDINARY SHARES

28
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DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

28
PLAN OF DISTRIBUTION

29
VALIDITY OF SECURITIES

31
EXPERTS

31
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.
i
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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.
S-1
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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 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
emerging markets and 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, individual lawsuits and other contingent liabilities and loss contingencies arising from errors
and omissions and other claims against us, 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;
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·
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;
·
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 breach or disruption resulting in operational interruption or improper disclosure of
personal data;
·
changes in commercial property and casualty markets and commercial premium rates that could impact revenues;
·
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;
·
failure to protect intellectual property rights or allegations that we infringe on the intellectual property rights of others;
·
the damage to our reputation among clients, markets or other third parties;
·
the actions taken by third parties that perform aspects of our business operations and client services;
·
changes in costs or assumptions associated with our HR Solutions operating segment's outsourcing and consulting
arrangements that affect the profitability of these arrangements; 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, 2013 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, 2014, 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.
Recent Developments
On May 14, 2014, we sold 500,000,000 aggregate principal amount of our 2.875% Notes due 2026 (the "2026 Notes") in an
underwritten, SEC-registered public offering. The 2026 Notes, which are also our senior unsecured debt obligations, have been listed for
trading on the New York Stock Exchange.
The net proceeds from the offering of the 2026 Notes will be used for general corporate purposes, including the repayment at maturity
of our 6.25% EUR 500 million debt securities due July 2014.

S-5
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