Obligation AON 2.2% ( US037389BD49 ) en USD

AON

102.81 % ⇌

Etats-unis

US037389BD49 ( en USD )

2.2% par an ( paiement semestriel )

14/11/2022 - Obligation échue

Prospectus brochure de l'obligation AON US037389BD49 en USD 2.2%, échue

2 000 USD

500 000 000 USD

037389BD4

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US037389BD49, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2022

L'Obligation émise par AON ( Etats-unis ) , en USD, avec le code ISIN US037389BD49, 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 US037389BD49, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d834455d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-227514 and 333-227514-01
Calculation of Registration Fee

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

Registered

Per Share

Offering Price

Registration Fee(1)
2.200% Senior Notes due 2022

$500,000,000

99.980%

$499,900,000

$64,888
Guarantees of 2.200% Senior Notes due 2022(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 of the 2.200% Senior Notes due
2022.
Table of Contents
Prospectus Supplement
(To Prospectus dated September 25, 2018)

Aon Corporation
$500,000,000 2.200% Senior Notes due 2022
With a full and unconditional guarantee as to payment of
principal and interest by Aon plc
Aon Corporation is offering $500,000,000 aggregate principal amount of 2.200% senior notes due 2022 (the "Notes"). The Notes will mature
on November 15, 2022. Aon Corporation will pay interest on the Notes on each May 15 and November 15, commencing on May 15, 2020. The Notes will
be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Aon Corporation 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." Aon Corporation may also redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes 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 Guarantee, as
described in this prospectus supplement under "Description of the Securities--Optional Tax Redemption."
The Notes will be fully and unconditionally guaranteed (the "Guarantee" and, together with the Notes, the "Securities") by Aon Corporation's
indirect parent, Aon plc.
The Notes will be Aon Corporation's general unsecured and unsubordinated obligations and will rank equally with each other and with all of
Aon Corporation's other existing and future unsecured and unsubordinated obligations. The Notes will not have the benefit of all of the covenants
applicable to certain of Aon Corporation's existing unsecured senior indebtedness. The Notes will be effectively subordinated to any secured indebtedness
Aon Corporation may have or incur in the future to the extent of the value of the assets securing any such indebtedness. The Notes will be structurally
subordinated to the indebtedness and all other obligations of Aon Corporation's subsidiaries.
The Guarantee will be a general unsecured and unsubordinated obligation of Aon plc and will rank equally with all of Aon plc's other existing
and future unsecured and unsubordinated obligations. The Guarantee will not have the benefit of all of the covenants applicable to certain of Aon plc's
existing unsecured senior debt. The Guarantee will be effectively subordinated to any secured indebtedness Aon plc may have or incur in the future to the
extent of the value of the assets securing any such indebtedness. The Guarantee will be structurally subordinated to the indebtedness and all other
obligations of Aon plc's subsidiaries.
Investing in the Securities involves a high degree of risk. See "Risk Factors" beginning on page S-7 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
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

99.980% $
499,900,000
Underwriting discount

0.400% $
2,000,000
Proceeds to us (before expenses)

99.580% $
497,900,000
Interest on the Notes will accrue from November 15, 2019.
Currently, there is no public market for the Notes, and we currently have no intention to apply to list the Notes on any securities exchange or to
seek their admission to trading on any automated quotation system.
The underwriters expect to deliver the Securities for purchase on or about November 15, 2019, which is the second business day following the
date of this prospectus supplement, in book-entry form through the facilities of The Depository Trust Company and its participants, including Clearstream
Banking, S.A. and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

BofA Securities

Morgan Stanley

Wells Fargo Securities
Aon Securities LLC

Scotiabank

UniCredit Capital Markets

US Bancorp
Loop Capital Markets

Siebert Williams Shank
The date of this prospectus supplement is November 13, 2019.

Table of Contents
CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-iii
IMPORTANT EEA RETAIL INVESTORS
S-iii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
CAPITALIZATION OF AON PLC
S-11
DESCRIPTION OF THE SECURITIES
S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-19
CERTAIN U.K. TAX CONSEQUENCES
S-24
BOOK-ENTRY, DELIVERY AND FORM
S-25
UNDERWRITING (CONFLICTS OF INTEREST)
S-29
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-34
LEGAL MATTERS
S-34
EXPERTS
S-34
Prospectus

Page
ABOUT THIS PROSPECTUS

1
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
WHERE YOU CAN FIND MORE INFORMATION

3
INCORPORATION BY REFERENCE

4
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS

5
RISK FACTORS

7
THE COMPANY

8
USE OF PROCEEDS

9
RATIOS

10
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

11
DESCRIPTION OF PREFERENCE SHARES

28
DESCRIPTION OF CLASS A ORDINARY SHARES

29
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

30
PLAN OF DISTRIBUTION

31
VALIDITY OF SECURITIES

33
EXPERTS

34

S-i
Table of Contents
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.

S-ii
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 Corporation" or the "Issuer" to refer to Aon Corporation (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 Corporation), unless the context
otherwise requires. We use the terms "Aon plc" or the "Parent" or the "Guarantor" to refer to Aon plc, Aon Corporation's indirect parent and the guarantor
of the Notes. We use the term "Aon Ireland" to refer to Aon Limited, a company incorporated in Ireland and the proposed new parent of Aon plc.
IMPORTANT EEA RETAIL INVESTORS
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU
(as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation 2017/1129/EU (as amended, the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared, and therefore offering and selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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.
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,

S-iii
Table of Contents
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.
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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements relate to expectations or forecasts of future events. They use words such as "anticipate,"
"believe," "estimate," "expect," "forecast," "project," "intend," "plan," "probably," "potential," "looking forward" 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; expected effective tax rate; 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 and political conditions in the countries in which we do business around the world, including the United

Kingdom's expected withdrawal from the European Union;

·
changes in the competitive environment or damage to our reputation;

·
fluctuations in exchange and interest rates that could influence revenues and expenses;

·
changes in global equity and fixed income markets that could affect 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;

·
the level of our debt limiting financial flexibility or increasing borrowing costs;

https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5

·
rating agency actions that could affect our ability to borrow funds;

·
volatility in our tax rate due to a variety of different factors including U.S. federal income tax reform;

·
changes in estimates or assumptions on our financial statements;

·
limits on our subsidiaries to make dividend and other payments to us;

·
the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims

against us;

S-iv
Table of Contents
·
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 businesses and the possibility of conflicting regulatory requirements across jurisdictions
in which we do business;

·
the impact of any investigations brought by regulatory authorities in the United States, the United Kingdom and other countries;

·
the impact of 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 effects of English law on our operating flexibility and the enforcement of judgments against us;

·
the failure to retain and attract qualified personnel;

·
international risks associated with our global operations;

·
the effect of natural or man-made disasters;

·
the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal

data;

·
our ability to develop and implement new technology;

·
the damage to our reputation among clients, markets or third parties;

·
the actions taken by third parties that perform aspects of our business operations and client services;

·
the extent to which we manage certain risks created in connection with the various services, including fiduciary and investment

consulting and other advisory services, among others, that we currently provide, or will provide in the future, to clients;

·
our ability to continue, and the costs and risks associated with, growing, developing and integrating companies that we acquire or

new lines of business;

·
changes in commercial property and casualty markets, commercial premium rates or methods of compensation;

·
changes in the health care system or our relationships with insurance carriers;

·
our ability to implement initiatives intended to yield cost savings and the ability to achieve those cost savings;

·
our risks and uncertainties in connection with the sale of our benefits administration and business outsourcing business;

·
our ability to realize the expected benefits from our restructuring plan;

https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
S-v
Table of Contents
·
our ability to obtain the requisite approvals of, or to satisfy the other conditions to, the reorganization (as defined herein) on the

expected timeframe, or at all;

·
our ability to realize the expected benefits from the reorganization; and

·
the occurrence of unanticipated difficulties or costs in connection with the reorganization.
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 may 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 us, including our results of operations
and financial condition, is contained in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
sections in Part I, Item 1A and in Part II, Item 7, respectively, of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the
SEC, as such factors may be updated in our periodic filings with the SEC.

S-vi
Table of Contents
SUMMARY
This summary highlights certain information about Aon Corporation, Aon plc 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
Aon plc is a leading global professional services firm that provides advice and solutions to clients focused on risk, retirement, and health,
delivering distinctive client value via innovative and effective risk management and workforce productivity solutions that are under-pinned by
industry-leading data and analytics. Our strategy is to be the preeminent professional services firm in the world, focused on risk and people. Our
clients are globally diversified and include all market segments (individuals through personal lines, mid-market companies, and large global
companies) and almost every industry in the economy in over 120 countries and sovereignties. This diversification of our customer base helps provide
us stability in different economic scenarios that could affect specific industries, customer segments, or geographies. We have continued to focus our
portfolio on higher margin, capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation.
Aon endeavours to make capital allocation decisions based upon return on invested capital.
As of September 30, 2019, we had approximately 50,000 employees and conducted our operations through various subsidiaries in more
than 120 countries and sovereignties.
Aon plc's principal executive offices are located at The Aon Centre, The Leadenhall Building, 122 Leadenhall Street, London, England
EC3V 4AN and its telephone number is +44 20 7623 5500.
Aon Corporation
Aon Corporation is an indirect, wholly owned subsidiary of Aon plc. Aon Corporation was incorporated in 1979 under the laws of
Delaware. In 2012, Aon Corporation completed a reorganization of the corporate structure of the group of companies then controlled by Aon
Corporation, pursuant to which Aon plc became the ultimate holding company of the Aon group then constituted. See "About this Prospectus
Supplement" and "Where You Can Find More Information."
The Issuer's principal executive offices are located at 200 East Randolph Street, Chicago, Illinois 60601 and its telephone number is (312)
381-1000.
Pending Reorganization
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
On October 29, 2019, we announced that we had filed a preliminary proxy statement in connection with obtaining shareholder approval of
a proposal to move the jurisdiction of incorporation of our parent company from the United Kingdom to Ireland pursuant to a scheme of arrangement
under English law. If approved by our shareholders and the High Court of Justice in England and Wales, Aon Ireland will become the new parent of
Aon plc, and each Class A ordinary share of Aon plc will be exchanged for one Class A ordinary share of Aon Ireland. We refer to these transactions
as the "reorganization." We currently anticipate that the reorganization will be completed in the first quarter of 2020.
Following the reorganization, we expect that the Class A ordinary shares of Aon Ireland will be listed on the New York Stock Exchange
under the symbol "AON," the same symbol under which the Class A ordinary

S-1
Table of Contents
shares of Aon plc are currently listed. Following the reorganization, we will remain subject to the reporting requirements of the SEC, the mandates of
the U.S. Sarbanes Oxley Act of 2002, as amended, and the applicable corporate governance rules of the New York Stock Exchange, and we will
continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. generally accepted accounting principles. We will
also comply with any additional reporting requirements under Irish law.
If the reorganization becomes effective, upon completion of the reorganization, Aon Ireland intends to fully and unconditionally guarantee
all publicly traded debt of Aon plc and Aon Corporation, including the Notes offered by this prospectus supplement. Although not required by the
indenture, the guarantee by Aon Ireland of the Notes offered by this prospectus supplement will be in addition to, and on the same terms as, the
Guarantee by Aon plc.
The following diagram depicts our organizational structure (with respect to Aon plc, Aon Corporation and Aon Ireland) before and
immediately after the reorganization.

S-2
Table of Contents
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 the Securities" in this prospectus supplement and "Description of Debt Securities and Guarantees" in the accompanying
prospectus.
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5

Issuer
Aon Corporation

Notes Offered
$500,000,000 aggregate principal amount of 2.200% senior notes due 2022.

Maturity Date
November 15, 2022.

Interest Rate
The Notes will bear interest from and including November 15, 2019 at the rate of 2.200%
per annum, payable semi-annually in arrears.

Interest Payment Dates
Interest on the Notes will be payable in arrears on each May 15 and November 15,
commencing on May 15, 2020.

Guarantor
Aon plc

Guarantee
The Notes will be fully and unconditionally guaranteed by Aon plc.

Ranking of the Securities
The Notes will be unsecured obligations of Aon Corporation and will rank equally in right of
payment with each other and with all of Aon Corporation's other existing and future
unsecured and unsubordinated obligations. The Notes will be effectively subordinated to all
of the existing and future secured indebtedness of Aon Corporation to the extent of the value
of the assets securing any such indebtedness. As of September 30, 2019, Aon Corporation
had no secured indebtedness for borrowed money and had approximately $7,403 million of
consolidated outstanding indebtedness and other liabilities, including accounts payable and
accrued liabilities, pension and other post-retirement and post-employment liabilities,
non-current operating lease liabilities, deferred tax liabilities, other current and non--current
liabilities, but excluding intercompany liabilities and fiduciary liabilities. The Notes will be
structurally subordinated to all of the existing and future secured and unsecured indebtedness
and other liabilities of Aon Corporation's subsidiaries. As of September 30, 2019, Aon
Corporation's subsidiaries had approximately $3,301 million of outstanding indebtedness and
other liabilities, including accounts payable and accrued liabilities, pension and other post-
retirement and post--employment liabilities, non-current operating lease liabilities, deferred
tax liabilities, other current liabilities and non--current liabilities, but excluding
intercompany liabilities and fiduciary liabilities. These liabilities constitute approximately
44.6% of Aon Corporation's total consolidated liabilities.

The Guarantee will be an unsecured obligation of Aon plc and will rank equally in right of

payment with all of Aon plc's other existing and future unsecured and unsubordinated
obligations. The Guarantee

S-3
Table of Contents
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 any such indebtedness. As of
September 30, 2019, Aon plc had no secured indebtedness for borrowed money and had
approximately $13,565 million of consolidated outstanding indebtedness and other liabilities,
including accounts payable and accrued liabilities, pension and other post-retirement and
post--employment liabilities, non-current operating lease liabilities, deferred tax liabilities,
other current liabilities 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 plc's subsidiaries.
As of September 30, 2019, Aon plc's subsidiaries had approximately $7,631 million of
outstanding indebtedness and other liabilities, accounts payable and accrued liabilities,
pension and other post-retirement and post-employment liabilities, non-current operating
lease liabilities, deferred tax liabilities, other current liabilities and non--current liabilities,
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
but excluding intercompany liabilities and fiduciary liabilities, constituting approximately
56.3% of Aon plc's total consolidated liabilities.

Optional Redemption
Aon Corporation 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 10 basis points (0.100%),

plus, in either case, 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."

Additional Amounts
Subject to certain limited exceptions, Aon plc has agreed to pay additional amounts to
holders of the Notes from time to time in the event any payment made under the Guarantee
is subject to withholding or deduction in respect of Taxes (as defined in "Description of the
Securities--Payment of Additional Amounts").

S-4
Table of Contents
Optional Tax Redemption
In the event of certain changes in respect of Taxes applicable to the Guarantee, Aon
Corporation may redeem the Notes in whole, but not in part, at any time prior to the
Maturity Date, at a redemption price equal to 100% of their principal amount plus accrued
and unpaid interest on the Notes, if any, to the redemption date. See "Description of the
Securities--Optional Tax Redemption."

Covenants
The indenture includes certain requirements that must be met if Aon Corporation or Aon plc
consolidates with or merges into, or transfers or leases its assets substantially as an entirety
to, another entity or person.

Use of Proceeds
We intend to use the net proceeds of this offering to pay down a portion of outstanding
commercial paper and for general corporate purposes. See "Use of Proceeds."

Conflicts of Interest
Aon Securities LLC is an indirect wholly owned subsidiary of Aon Corporation. This
offering is subject to, and will be conducted in compliance with, the requirements of Rule
5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA") regarding a FINRA
member firm distributing the securities of an affiliate.

Absence of Market
The Notes are a new issue of securities with no established trading market. We currently
have no intention to apply to list the Notes on any securities exchange or to seek their
admission to trading on any automated quotation system. Accordingly, we cannot provide
assurance as to the development or liquidity of any market for the Notes. See "Underwriting
(Conflicts of Interest)."

Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement for important
information regarding us and an investment in the Securities.

Further Issuances
Aon Corporation may, from time to time, without the written consent of and without giving
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

424B5
notice to holders of the Securities, create and issue additional notes having the same terms
and condition as the Notes in all respects (other than the issue date, public offering price, and
to the extent applicable, first date of interest accrual and first interest payment date of such
notes). Those additional notes will be consolidated with and form a single series with the
previously outstanding Notes; provided that if the additional notes are not fungible with the
Notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP
number.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The Securities and the indenture will be governed by the laws of the State of New York.

S-5
Table of Contents
Selected Historical Financial Data of Aon plc
The following table sets forth the selected historical consolidated financial and operating data for Aon plc. The selected consolidated
financial and operating data as of and for the years ended December 31, 2018, 2017 and 2016 have been derived from Aon plc's audited consolidated
financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by
reference into this prospectus supplement. The selected consolidated financial and operating data as of and for the nine months ended September 30,
2019 has been derived from Aon plc's unaudited condensed consolidated financial statements and related notes contained in Aon plc's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2019, which is incorporated by reference into this prospectus supplement. The
selected consolidated financial and operating data as of and for the nine months ended September 30, 2018 has been derived from Aon plc's unaudited
condensed consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018,
which has not been incorporated by reference in this prospectus supplement.
Historical results are not necessarily indicative of the results that may be expected for any future period. This selected consolidated
financial and operating data should be read in conjunction with Aon plc's audited consolidated financial statements, the notes related thereto and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Aon plc's Annual Report on Form 10-K for
the year ended December 31, 2018 and Aon plc's unaudited consolidated financial statements, the notes related thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" contained in Aon plc's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.

Historical

Nine Months Ended
Year Ended

September 30,

December 31,

2019
2018 2018 2017 2016

(millions except per share data)

Income Statement Data

Total revenue from continuing operations

$
8,128
$
8,000 $ 10,770 $
9,998 $
9,409

Net income from continuing operations

$
1,192
$
816 $
1,100 $
435 $
1,253

Net income (loss) from discontinued operations

$
(1)
$
5 $
74 $
828 $
177

Net Income

$
1,191
$
821 $
1,174 $
1,263 $
1,430

Less: Net income attributable to noncontrolling interests

$
33
$
32 $
40 $
37 $
34
Net income attributable to Aon shareholders

$
1,158
$
789 $
1,134 $
1,226 $
1,396

Basic Net Income Per Share Attributable to Aon Shareholders

$
4.83
$
3.20 $
4.62 $
4.74 $
5.21

Diluted Net Income Per Share Attributable to Aon Shareholders

$
4.79
$
3.19 $
4.59 $
4.70 $
5.16

Balance Sheet Data

Fiduciary assets(1)

$ 11,041
$
9,314 $ 10,166 $
9,625 $
8,959
Intangible assets including goodwill

$
8,945
$
9,542 $
9,320 $ 10,091 $
9,300
Total assets

$ 28,167
$ 25,602 $ 26,422 $ 26,088 $ 26,615
Long-term debt

$
6,120
$
5,665 $
5,993 $
5,667 $
5,869
Total equity

$
3,561
$
4,328 $
4,219 $
4,648 $
5,532

(1) Represents insurance premiums receivables from clients and claims receivables from insurance carriers, as well as cash and investments held in a fiduciary capacity.
https://www.sec.gov/Archives/edgar/data/315293/000119312519292176/d834455d424b5.htm[11/14/2019 2:09:46 PM]

Document Outline

#1">
- #1">