XML 42 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
The following is a summary of outstanding debt (in millions):
As of December 3120212020
Commercial paper$665 $— 
2.80% Senior Notes due March 2021 (1)
— 400 
2.20% Senior Notes due November 2022 (2)
499 498 
4.00% Senior Notes due November 2023
349 349 
3.50% Senior Notes due June 2024
598 597 
3.875% Senior Notes due December 2025
748 747 
2.875% Senior Notes due May 2026 (EUR 500M)
563 606 
8.205% Junior Subordinated Notes due January 2027
521 521 
4.50% Senior Notes due December 2028
347 347 
3.75% Senior Notes due May 2029
745 744 
2.80% Senior Notes due May 2030
993 992 
2.05% Senior Notes due August 2031
396 — 
2.60% Senior Notes due December 2031
496 — 
6.25% Senior Notes due September 2040
296 296 
4.25% Senior Notes due December 2042
201 200 
4.45% Senior Notes due May 2043
247 247 
4.60% Senior Notes due June 2044
544 544 
4.75% Senior Notes due May 2045
593 593 
2.90% Senior Notes due August 2051
591 — 
Other— 48 
Total debt9,392 7,729 
Less: Short-term debt and current portion of long-term debt1,164 448 
Total long-term debt $8,228 $7,281 
(1)The 2.80% Senior Notes due March 2021 were repaid in full on February 16, 2021.
(2)The 2.20% Senior Notes due November 2021 were reclassified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as of December 31, 2021.
Notes
On December 2, 2021, Aon Corporation, a Delaware corporation, and Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales, both wholly owned subsidiaries of the company, co-issued $500 million aggregate principal amount of 2.60% Senior Notes set to mature on December 2, 2031. The Company intends to use the net proceeds of the offering for general corporate purposes.
On August 23, 2021, Aon Corporation, a Delaware corporation, and Aon Global Holdings plc, a public limited company formed under the laws of England and Wales, both wholly owned subsidiaries of the Company, co-issued $400 million 2.05% Senior Notes due August 2031 and $600 million of 2.90% Senior Notes due August 2051. The Company intends to use the net proceeds of the offering for general corporate purposes.
On January 13, 2021, Aon Global Limited, a limited company organized under the laws of England and Wales and a wholly owned subsidiary of Aon plc, issued an irrevocable notice of redemption to holders of its 2.80% Senior Notes for the redemption of all $400 million outstanding aggregate principal amount of the notes, which were set to mature in March 2021 and classified as Short-term debt and current portion of long-term debt as of December 31, 2020. The redemption date was on February 16, 2021 and resulted in an insignificant loss due to extinguishment.
On May 29, 2020, Aon Corporation, a Delaware corporation and a wholly owned subsidiary of Aon Corporation, issued an irrevocable notice of redemption to holders of its 5.00% Senior Notes, which were set to mature on September 30, 2020, for the redemption of all $600 million outstanding aggregate principal amount of the notes. The redemption date was on June 30, 2020 and resulted in a loss of $7 million due to extinguishment.
On May 12, 2020, Aon Corporation issued $1 billion 2.80% Senior Notes due May 2030. Aon Corporation used a portion of the net proceeds on June 30, 2020 to repay its outstanding 5.00% Senior Notes, which were set to mature on September 30, 2020. The Company used the remainder to repay other borrowings and for general corporate purposes.
Each of the notes issued by Aon Corporation is fully and unconditionally guaranteed by Aon Global Limited, Aon plc, and Aon Global Holding plc. Each of the notes issued by Aon Global Limited is fully and unconditionally guaranteed by Aon plc, Aon Global Holdings plc, and Aon Corporation. All guarantees of Aon plc and Aon Global Limited of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. Refer to “Guarantee of Registered Securities” within Part II Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information regarding guarantees of outstanding debt securities. Each of the notes described and identified in the table above contains customary representations, warranties, and covenants, and the Company was in compliance with all such covenants as of December 31, 2021.
Repayments of total debt as of December 31, 2021 are as follows (in millions):
2022$1,165 
2023350 
2024600 
2025750 
2026566 
Thereafter6,077 
Total Repayments9,508 
Unamortized discounts, premiums, and debt issuance costs(116)
Total Debt$9,392 
Revolving Credit Facilities
As of December 31, 2021, Aon plc had two primary committed credit facilities outstanding: its $1.0 billion multi-currency U.S. credit facility expiring in September 2026 and its $750 million multi-currency U.S. credit facility expiring in October 2023. In aggregate, these two facilities provide $1.75 billion in available credit. The $1.0 billion credit facility was entered into on September 28, 2021 and replaced the $900 million credit facility, which was scheduled to mature on February 2, 2022.
Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require Aon to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At December 31, 2021, Aon did not have borrowings under either of these primary committed credit facilities, and was in compliance with the financial covenants and all other covenants contained therein during the rolling year ended December 31, 2021.
Commercial Paper
Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Programs”). Commercial paper may be issued in aggregate principal amounts of up to
$1 billion under the U.S. Program and €625 million under the European Program, not to exceed the amount of the Company’s committed credit facilities, which was $1.75 billion at December 31, 2021. The aggregate capacity of the U.S. Program was increased in the fourth quarter of 2021 from $900 million to $1 billion. The aggregate capacity of the Commercial Paper Program remains fully backed by the Company’s committed credit facilities. The U.S. Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, and Aon Global Holdings plc and the European Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, and Aon Corporation.
Approximately $400 million of the Termination Fee (as defined in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations) was paid on July 27, 2021 using proceeds of commercial paper issued by Aon Corporation under the U.S. Program, where the aggregate principal was raised on July 26, 2021.
Commercial paper outstanding, which is included in Short-term debt and current portion of long-term debt in the Company’s Consolidated Statements of Financial Position, is as follows (in millions):
As of December 3120212020
Commercial paper outstanding$665 $— 
The weighted average commercial paper outstanding and its related interest rates are as follows (in millions, except percentages):
Years Ended December 31
20212020
Weighted average commercial paper outstanding$273 $343 
Weighted average interest rate of commercial paper outstanding0.01 %1.47 %