Savings Plan 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2013
OR
o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
Commission file number 1-7933
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Aon Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Aon plc
8 Devonshire Square
London EC2M 4PL
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee acting as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
AON SAVINGS PLAN
BY THE COMMITTEE
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/s/ MICHAEL NELLER | |
Michael Neller | |
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Date: | |
June 30, 2014 | |
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AON SAVINGS PLAN
Years Ended December 31, 2013 and 2012
With Report of Independent Registered Public Accounting Firm
Employer Plan Identification #36-3051915
Plan #020
AON SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Years Ended December 31, 2013 and 2012
CONTENTS
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Financial Statements: | |
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Supplemental Schedules: | |
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Consent of Independent Registered Public Accounting Firm | |
Report of Independent Registered Public Accounting Firm
The Retirement Plan Governance and Investment Committee
Aon Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Aon Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Aon Savings Plan at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/Ernst & Young LLP
Chicago, Illinois
June 30, 2014
Employer Plan Identification #36-3051915
Plan #020
AON SAVINGS PLAN
Statements of Net Assets Available for Benefits
(in thousands)
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| December 31 |
| 2013 | | 2012 |
Assets | | | |
| | | |
Investments - fair value | $ | 4,536,069 |
| | $ | 3,736,973 |
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Receivables: | | | |
Pending trade sales | 200 |
| | 1,187 |
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Accrued interest and dividends | 540 |
| | 1,080 |
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Notes receivable from participants | 53,543 |
| | 52,800 |
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Total receivables | 54,283 |
| | 55,067 |
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Liabilities: | | | |
Pending trade purchases | (427 | ) | | (613 | ) |
Accrued expenses | (703 | ) | | (579 | ) |
Total liabilities | (1,130 | ) | | (1,192 | ) |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (3,075 | ) | | (9,455 | ) |
Net assets available for benefits | $ | 4,586,147 |
| | $ | 3,781,393 |
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See notes to financial statements.
Employer Plan Identification #36-3051915
Plan #020
AON SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
(in thousands)
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| December 31 |
| 2013 | | 2012 |
Additions | | | |
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Net investment income: | | | |
Net appreciation in fair value of investments | $ | 763,894 |
| | $ | 437,614 |
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Interest income and dividends | 19,718 |
| | 16,407 |
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Aon plc dividends | 1,799 |
| | 1,392 |
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Total net investment income | 785,411 |
| | 455,413 |
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Interest income on notes receivable from participants | 2,192 |
| | 2,398 |
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Contributions: | | | |
Company | 114,143 |
| | 111,651 |
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Participants | 164,403 |
| | 156,055 |
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Rollovers | 22,503 |
| | 13,191 |
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Total contributions | 301,049 |
| | 280,897 |
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Total additions | 1,088,652 |
| | 738,708 |
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Deductions: | | | |
Benefit payments | (278,716 | ) | | (253,254 | ) |
Management and administrative fees | (5,182 | ) | | (3,077 | ) |
Total deductions | (283,898 | ) | | (256,331 | ) |
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Net increase in net assets available for benefits before merger | 804,754 |
| | 482,377 |
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Plan merger | — |
| | 1,571,179 |
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Net increase in net assets available for benefits | 804,754 |
| | 2,053,556 |
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Net assets available for benefits at beginning of year | 3,781,393 |
| | 1,727,837 |
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Net assets available for benefits at end of year | $ | 4,586,147 |
| | $ | 3,781,393 |
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See notes to financial statements.
Employer Plan Identification #36-3051915
Plan #020
AON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2013
General
On April 2, 2012, Aon plc completed the reorganization of the corporate structure of the group of companies controlled by its predecessor, Aon Corporation, as holding company of the Aon group, pursuant to which Aon Corporation merged with one of its indirect, wholly owned subsidiaries and Aon plc became the publicly held parent company of the Aon group. This transaction is referred to as the Redomestication.
The Aon Savings Plan (the Plan) was authorized by the Board of Directors of Aon Corporation (Aon or the Company or Plan Sponsor). It is a defined contribution plan with a salary deferral feature and an employee stock ownership (ESOP) feature. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Participants in the Aon plc Class A Ordinary Shares ESOP Fund (the ESOP Fund) have the option to reinvest dividends in additional shares of Aon plc Class A Ordinary Shares in the Plan or receive dividends in cash. Participants are allowed to immediately diversify any Company-matching contributions allocated to the ESOP Fund.
The Hewitt Associates Retirement and Savings Plan (the Hewitt Plan) merged into the Plan effective the close of business on December 31, 2011. Participants in the Hewitt Plan commenced participation in the Plan on January 1, 2012. Accordingly, participant accounts of approximately $1.6 billion were transferred into the Plan in January 2012.
Effective January 1, 2012, the Plan changed trustees from State Street Bank and Trust Company to the Northern Trust Company (the Trustee). In addition, the Plan changed record-keeper from ING U.S., Inc. to Aon Hewitt.
The following description of the Plan provides only general information. Participants of the Plan should refer to the Summary Plan Description for a more complete description of the Plan.
Eligibility and Participation
Permanent employees scheduled to work 20 or more hours per week are immediately eligible to participate. Permanent employees scheduled to work less than 20 hours per week and all temporary employees are eligible to participate after completing one Year of Service and attaining the age of 21. Employees are eligible for Company-matching contributions at the same time they are eligible to participate.
Contributions
Participant – Participant contributions are made by means of regular payroll deductions. All eligible employees may elect to contribute up to 50% of their compensation, as defined by the Plan, plus "catch-up" contributions.
Participant contributions are limited to amounts allowed by the Internal Revenue Service (IRS). Accordingly, the maximum participant contribution was $17,500 in 2013 and $17,000 in 2012. In addition to regular participant contributions, catch-up contributions of up to $5,500 for 2013 and 2012 were allowed for any participants who were age 50 or older during the Plan year.
New employees are automatically enrolled in the Plan at a 4% contribution rate after 30 days of service unless the election is waived. After participants have completed six months of service, their automatic enrollment contribution will increase by 1% each April until reaching 6% (changing to 9% effective July 1, 2014). Participants can change their deferral percentage or investment selections at any time after initial enrollment.
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1. | Description of Plan (continued) |
For automatic enrollment, contributions to Plan accounts are automatically invested in the applicable Target Retirement Investment Portfolio (TRIP Options). TRIP Options are a premixed portfolio of investments based on the participant’s age. TRIP Options are managed with the goal of providing investors with an optimal level of return and risk based on a target retirement date (for example, 2020, 2030, 2040 or 2050) and reach an ultimate allocation target post-retirement.
The Plan allows participants to make Roth 401(k) contributions to the Plan. Roth contributions are made on an after-tax basis, and participants would then owe no further tax on these contributions or their earnings after meeting applicable requirements.
Company – For 2013 and 2012, the Company contributed an amount equal to 100% of the first 6% of a participant’s compensation that a participant contributes to the Plan. These contributions are made concurrent with participant contributions. The Company may make a further discretionary contribution as determined by the Company’s Board of Directors. There were no discretionary contributions in 2013 and 2012.
Investment Options
Both participant and Company contributions to the Plan will be invested in any of the various investment alternatives offered by the Plan in any whole percentages as directed by the participant. Additionally, a brokerage account is offered, whereby participants can invest up to 50% of their account in various stock, mutual funds and other investments.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings (losses). The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting
Participants are fully vested in their contributions plus actual earnings of the Plan. Participants become 100% vested in the employer contributions (including amounts in the Aon Retirement Account) after five years of Plan service, according to a graded vesting schedule. All contributions made after January 1, 2012, were 100% vested immediately.
Forfeitures
Forfeitures of $484 thousand for 2013 and $645 thousand for 2012 were used to provide partial funding for Company contributions and to pay other expenses of the Plan.
Benefit Payments
Upon retirement or termination of service, a participant will receive a lump-sum payment equal to the participant’s vested balance. The participant may elect to receive this payment directly or to be rolled into another plan or individual retirement account (IRA). Vested amounts of the ESOP may be received in cash or Aon plc Class A Ordinary Shares. There are other distribution options based on various age, service and account balance parameters.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
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1. | Description of Plan (continued) |
Participant Loans
Under the loan provision of the Plan, each participant is permitted one loan in a twelve-month period, and the outstanding balance of all loans made to a participant may not exceed the lesser of $50,000 or 50% of the vested portion of the participant’s account, excluding the ESOP and Aon Retirement Account portion of the account. The interest rate for each loan is equal to 1% plus the prime rate as quoted in The Wall Street Journal for the last day of the month preceding the loan request. Loans are made for a period of up to five years, except for residential loans that have a fixed repayment period of up to fifteen years.
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2. | Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared on an accrual basis in accordance with U.S. generally accepted accounting principles (GAAP).
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Contract value, however, is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan created the Stable Value Fund which includes investments in investment contracts through a collective trust, Guaranteed Investment Contracts (GICs) and Synthetic Investment Contracts (SICs). The statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment from fair value to contract value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on a contract-value basis.
The plan sponsor maintains proper oversight of the Plan through the Retirement Plan Governance and Investment Committee (RPGIC). The RPGIC is responsible for determining the Plan’s valuation policies and analyzing information provided by the investment custodians and issuers that is used to determine the fair value of the Plan’s investments.
In conformity with Accounting Standards Codification (ASC) 820, Fair Value Measurement, assets and liabilities measured at fair value are categorized into the fair value hierarchy. See Note 3 for further discussion and disclosures related to fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Reporting of Investment Contracts
The Stable Value Fund invests in a benefit-responsive GIC with Metropolitan Life Insurance Company (MetLife). MetLife maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. MetLife is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer. MetLife reviews the crediting interest rates on an annual basis for resetting. On May 6, 2013, the remaining balance of the GIC was liquidated. As of December 31, 2013, the Plan did not hold any GICs.
The Plan also invests in SICs with ING U.S., Inc., MetLife and Prudential Insurance Company of America. SICs are wrap contracts paired with an underlying investment or investments, usually a portfolio, owned by the Plan, of high-quality, intermediate-term fixed income securities. The Plan purchases a wrapper contract from a financial services institution. SICs credit a stated interest rate for a specified period of time. Investment gains and losses are amortized
2. Significant Accounting Policies (continued)
over the expected duration through the calculation of the interest rate applicable to the Plan on a prospective basis. SICs provide for a variable crediting rate, which typically resets at least quarterly, and the issuer of the wrap contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. The crediting rate is primarily based on the current yield to maturity of the covered investments, plus or minus amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation. The crediting rate is most impacted by the change in the annual effective yield to maturity of the underlying securities, but it is also affected by the difference between the contract value and the market value of the covered investments. This difference is amortized over the duration of the covered investments. Depending on the change in duration from reset period to reset period, the magnitude of the impact to the crediting rate of the contract to market difference is heightened or lessened. The crediting rate can be adjusted periodically and is usually adjusted either monthly or quarterly, but in no event is the crediting rate less than zero.
Certain events limit the ability of the Plan to transact at contract value with the insurance company and the financial institution issuer. Such events include the following: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan Sponsor or other Plan Sponsor events (e.g., divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
The GIC does not permit MetLife to terminate the agreement prior to the scheduled maturity date. However, the SICs generally impose conditions on both the Plan and the issuer. If an event of default occurs and is not cured, the non-defaulting party may terminate the contract. The following may cause the Plan to be in default: (1) a breach of material obligation under the contract, (2) a material misrepresentation or (3) a material amendment to the Plan agreement. The issuer may be in default if it breaches a material obligation under the investment contract, makes a material misrepresentation, has a decline in its long-term credit rating below a threshold set forth in the contract, or is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Plan were unable to obtain a replacement investment contract, the Plan may experience losses if the value of the Plan’s assets no longer covered by the contract value is below contract value. The Plan may seek to add additional issuers over time to diversify the Plan’s exposure to such risk, but there is no assurance that the plan may be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Plan unable to achieve its objective of maintaining a stable contract value. The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments. Generally, payments will be made pro rata based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default. If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Plan the excess, if any, of contract value over market value on the date of termination. If the SICs terminate due to a decline in the ratings of the issuer, the issuer may be required to pay to the Plan the cost of acquiring a replacement contract within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Plan to the extent necessary for the Plan to satisfy outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice.
Certain separate account contracts permit the Fund or the issuer to elect to terminate the contract, with the Fund having the right to elect to receive either market value, convert the contract to a GIC or make an amortization election. In addition, if the Fund defaults in its obligations under the separate account contract, the issuer may terminate, and the Fund will receive market value.
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2. | Significant Accounting Policies (continued) |
Average yield calculation
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| | Year Ended December 31, |
Average yields for Stable Value Fund | | 2013 | | 2012 |
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Based on actual earnings (1) | | 1.01% | | 0.89% |
Based on interest rate credited to participants (2) | | 1.14% | | 1.43% |
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1) | Computed by dividing the annualized one-day actual earnings of the Fund on the last day of the plan year by the fair value of the investments of the Fund on the same date. |
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2) | Computed by dividing the annualized one-day earnings credited to participants in the Fund on the last day of the plan year by the fair value of the investments of the Fund on the same date. |
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced, and a benefit payment is recorded.
Recent Accounting Pronouncement
In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-11, Disclosures about Offsetting Assets and Liabilities. This ASU establishes new disclosure requirements regarding the effect or potential effect of offsetting arrangements on a company’s financial position. It is the result of a joint project with the International Accounting Standards Board (IASB) designed to enhance and provide converged disclosures about financial and derivative instruments that are either offset on the balance sheet, or are subject to an enforceable master netting arrangement (or other similar arrangement). The ASU is effective for fiscal years, and interim periods beginning on or after January 1, 2013. Retrospective application of the disclosures is required for all periods presented within the financial statements.
In January 2013, the FASB issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The ASU limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
The adoption of both ASU 2011-11 and ASU 2013-01 did not have any material impact on the Plan’s financial statements.
Administrative Expenses
Some administrative expenses of the Plan, including expenses of the Trustee, are paid from the Plan assets, except to the extent that the Company, at its discretion, may decide to pay such expenses or is limited to do so by Department of Labor or other applicable regulations. The Company paid $971 thousand of Plan expenses in 2013 and $670 thousand in 2012.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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2. | Significant Accounting Policies (continued) |
Reclassification
Certain amounts in prior year's financial statements and related notes have been reclassified to conform to the 2013 presentation. In 2012, $1.8 million of investment management fees were recognized in Net Appreciation in Fair Value of Investments in the Statement of Changes in Net Assets Available for Benefits. These amounts are now included in Management and Administrative Fees in the Statement of Changes in Net Assets Available for Benefits. The Company has chosen to correct this presentation from prior year in order to accurately reflect the expenses paid from the Plan assets.
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3. | Fair Value Measurements |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
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• | Quoted prices for similar assets and liabilities in active markets |
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• | Quoted prices for identical or similar assets or liabilities in markets that are not active |
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• | Observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) |
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• | Inputs that are derived principally from or corroborated by observable market data by correlation or other means |
Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measure in its entirety.
Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value by the Plan.
Mutual funds, common stock and preferred stock: valued at quotes obtained from national securities exchanges.
Common collective trusts: valued at the net asset value (NAV) provided by the administrator of the fund. The NAV is based on the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. These funds are primarily invested in publicly traded common stocks and bonds. Participant-directed and Plan redemptions have no restrictions.
Long-term bonds: valued generally at matrix-calculated prices that are obtained from various pricing services.
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3. | Fair Value Measurements (continued) |
Guaranteed investment contracts and synthetic investment contracts: Fair value of the GICs is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. Individual assets of the SICs are valued at representative quoted market prices. The fair value of the wrap contracts for the SICs is determined using the replacement cost approach, which is a discounting methodology that incorporates the difference between current market-level rates for contract-level wrap fees and the wrap fee being charged. The difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate as of period-end.
Investments at fair value as of December 31, 2013:
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(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
Investments: | | | | | | | | |
Short term investments fund | | $ | 46,664 |
| | $ | — |
| | $ | — |
| | $ | 46,664 |
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Common stock | | 304,804 |
| | — |
| | — |
| | 304,804 |
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Foreign stock | | 86,427 |
| | — |
| | — |
| | 86,427 |
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Large cap stocks | | 655,556 |
| | — |
| | — |
| | 655,556 |
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Preferred stock | | — |
| | 649 |
| | — |
| | 649 |
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Long-term bonds | | — |
| | 19 |
| | — |
| | 19 |
|
REITS | | 71,839 |
| | — |
| | — |
| | 71,839 |
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Common collective trusts: | | | | | | | | |
Fixed income | | — |
| | 858,405 |
| | — |
| | 858,405 |
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Commodity index | | — |
| | 36,368 |
| | — |
| | 36,368 |
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Mutual funds: | | | | | | | |
|
|
Common stock/equities | | 11,100 |
| | — |
| | — |
| | 11,100 |
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Foreign stock | | 721,783 |
| | — |
| | — |
| | 721,783 |
|
Large cap stocks | | 993,637 |
| | — |
| | — |
| | 993,637 |
|
Large cap stocks - foreign | | 108,681 |
| | — |
| | — |
| | 108,681 |
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Mid/small cap stocks | | 428,640 |
| | — |
| | — |
| | 428,640 |
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Intermediate-term bonds | | 329 |
| | — |
| | — |
| | 329 |
|
Fund of funds | | 27,359 |
| | — |
| | — |
| | 27,359 |
|
Fixed income | | 3,977 |
| | — |
| | — |
| | 3,977 |
|
Synthetic investment wrappers | | — |
| | — |
| | 179,832 |
| | 179,832 |
|
Total investments at fair value | | $ | 3,460,796 |
| | $ | 895,441 |
| | $ | 179,832 |
| | $ | 4,536,069 |
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The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 Assets for the year ended December 31, 2013.
|
| | | |
| Level 3 Assets |
Balance at January 1, 2013 | $ | 193,411 |
|
Realized loss | (299 | ) |
Unrealized loss | (496 | ) |
Sales | (12,784 | ) |
Balance at December 31, 2013 | $ | 179,832 |
|
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3. | Fair Value Measurements (continued) |
Investments at fair value as of December 31, 2012:
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| | | | | | | | | | | | | | | | |
(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
Investments: | | | | | | | | |
Short term investments fund | | $ | 50,526 |
| | $ | — |
| | $ | — |
| | $ | 50,526 |
|
Common stock | | 223,302 |
| | — |
| | — |
| | 223,302 |
|
Foreign stock | | 69,290 |
| | — |
| | — |
| | 69,290 |
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Large cap stocks | | 486,093 |
| | — |
| | — |
| | 486,093 |
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Preferred stock | | — |
| | 151 |
| | — |
| | 151 |
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Long-term bonds | | — |
| | 93 |
| | — |
| | 93 |
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REITS | | 70,993 |
| | — |
| | — |
| | 70,993 |
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Common collective trusts: | | | | | | | |
|
|
Fixed income | | — |
| | 871,161 |
| | — |
| | 871,161 |
|
Commodity index | | — |
| | 27,834 |
| | — |
| | 27,834 |
|
Mutual funds: | | | | | | | |
|
|
Common stock/equities | | 5,934 |
| | — |
| | — |
| | 5,934 |
|
Foreign stock | | 564,965 |
| | — |
| | — |
| | 564,965 |
|
Large cap stocks | | 728,645 |
| | — |
| | — |
| | 728,645 |
|
Large cap stocks - foreign | | 115,864 |
| | — |
| | — |
| | 115,864 |
|
Mid/small cap stocks | | 300,079 |
| | — |
| | — |
| | 300,079 |
|
Intermediate-term bonds | | 477 |
| | — |
| | — |
| | 477 |
|
Fund of funds | | 24,876 |
| | — |
| | — |
| | 24,876 |
|
Fixed income | | 3,279 |
| | — |
| | — |
| | 3,279 |
|
Guaranteed investment contract | | — |
| | — |
| | 13,083 |
| | 13,083 |
|
Synthetic investment wrappers | | — |
| | — |
| | 180,328 |
| | 180,328 |
|
Total investments at fair value | | $2,644,323 | | $899,239 | | $193,411 | | $3,736,973 |
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 Assets for the year ended December 31, 2012.
|
| | | |
| Level 3 Assets |
Balance at January 1, 2012 | $ | 12,984 |
|
Unrealized gain | 5,427 |
|
Transfers in (reclassification) | 175,000 |
|
Balance at December 31, 2012 | $ | 193,411 |
|
There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2013. Certain prior year investment balances have been reclassified within the fair value hierarchy tables. This primarily relates to 2012 mutual fund investments that were inappropriately categorized as Level 2 investments in prior year. These investments have now been reclassified as Level 1 investments in order to correct the prior year presentation. In addition, certain 2012 investment descriptions have been revised to conform to 2013 presentation. These reclassifications do not impact amounts presented in the financial statements.
During 2013 and 2012, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| December 31 |
| 2013 | | 2012 |
|
Fair Value | | Net Realized and Unrealized Appreciation (Depreciation) in Fair Value of Investments | |
Fair Value | | Net Realized and Unrealized Appreciation (Depreciation) in Fair Value of Investments |
Investments, at fair value: | | | | | | | |
Aon plc Class A Ordinary Shares | $ | 218,431 |
| | $ | 76,336 |
| | $ | 156,119 |
| | $ | 27,064 |
|
Brokerage Accounts | 43,683 |
| | 4,692 |
| | 30,187 |
| | 1,961 |
|
Short Term Investments Fund | 1,707 |
| | 121 |
| | — |
| | 2,357 |
|
Dwight Funds – Fund of Funds | 563,301 |
| | 77,137 |
| | 437,656 |
| | 52,233 |
|
Vanguard Large Company Index Fund | 718,501 |
| | 175,798 |
| | 540,493 |
| | 76,593 |
|
Capital Research Europacific Foreign Fund | 326,202 |
| | 56,532 |
| | 281,865 |
| | 49,205 |
|
Vanguard All Foreign Index Fund | 167,134 |
| | 18,464 |
| | 97,177 |
| | 8,625 |
|
Dimensional Fund Advisors Emerging Market Fund | 108,681 |
| | (5,461 | ) | | 115,786 |
| | 17,883 |
|
Vanguard Capital Opportunities Fund | 124,336 |
| | 35,056 |
| | 77,959 |
| | 12,177 |
|
Wells Fargo Small Cap Value Fund | 47,431 |
| | 6,393 |
| | 43,871 |
| | 5,182 |
|
PIMCO All Asset Fund | 27,095 |
| | (1,215 | ) | | 24,975 |
| | 1,111 |
|
Vanguard Extended Market Fund | 267,248 |
| | 67,333 |
| | 171,575 |
| | 20,444 |
|
Blackrock US Bond Index Fund | 219,215 |
| | (4,336 | ) | | 221,597 |
| | 8,115 |
|
Investments separately managed: | | | | | | | |
PIMCO Diversified Bond | 220,123 |
| | (4,538 | ) | | 256,909 |
| | 19,269 |
|
Dodge & Cox Stock Fund | 482,079 |
| | 134,896 |
| | 357,146 |
| | 61,551 |
|
Dwight Stable Fund | 514,207 |
| | 5,391 |
| | 538,831 |
| | 6,774 |
|
T. Rowe Price Growth Stock Fund | 266,462 |
| | 75,978 |
| | 201,303 |
| | 15,409 |
|
Morgan Stanley Global Real Estate Fund | 71,707 |
| | 1,064 |
| | 71,203 |
| | 33,180 |
|
Westfield Small Cap Fund | 148,526 |
| | 44,253 |
| | 112,321 |
| | 18,481 |
|
Total | $ | 4,536,069 |
| | $ | 763,894 |
| | $ | 3,736,973 |
| | $ | 437,614 |
|
| |
4. | Investments (continued) |
The fair value of individual investments that represent 5% or more of the Plan’s assets is as follows (in thousands):
|
| | | | | | | |
| December 31 |
| 2013 | | 2012 |
Dwight Funds – Fund of Mutual Funds | $ | 563,301 |
| | $ | 437,656 |
|
Vanguard Large Company Index Fund | 718,501 |
| | 540,493 |
|
Capital Research Europacific Foreign Fund | 326,202 |
| | 281,865 |
|
Vanguard Extended Market Fund | 267,248 |
| | * |
|
Blackrock US bond Index Fund | * |
| | 221,597 |
|
Investments separately managed: | | | |
PIMCO Diversified Bond | * |
| | 256,909 |
|
Dodge & Cox Stock Fund | 482,079 |
| | 357,146 |
|
Dwight Stable Value Fund | 514,207 |
| | 538,831 |
|
T. Rowe Price Growth Stock Fund | 266,462 |
| | 201,303 |
|
| | | |
* Fund value does not represent 5% of Plan's assets for the applicable year. |
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated September 16, 2013, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax-exempt.
GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2010.
| |
6. | Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
| |
7. | Related Party Transactions |
The Plan invests in the Class A Ordinary Shares of Aon plc and during 2013 and 2012, the Plan held investments managed by the Trustee. These transactions qualify as party-in-interest transactions; however, they are exempt from prohibited transaction rules under ERISA.
| |
8. | Reconciliation of Financial Statements to the Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, to the Form 5500 (in thousands):
|
| | | | | | | |
| December 31,
2013 | | December 31,
2012 |
Net assets available for benefits per the financial statements | $ | 4,586,147 |
| | $ | 3,781,393 |
|
Add adjustment from contract value to fair value for fully benefit-responsive GICs held in the common collective trust fund and SICs | 3,075 |
| | 9,455 |
|
Net assets available for benefits per the Form 5500 | $ | 4,589,222 |
| | $ | 3,790,848 |
|
| |
9. | Other - Recovered Assets |
During 2011, the Plan Sponsor identified certain plan assets that had not been deposited into the trust on a timely basis. Through December 31, 2012, common shares with a fair value of $65 thousand of dividends and $10 thousand of lost earnings have been deposited into the Trust by the Company. As of January 1, 2013, all transactions were corrected and no additional amounts were owed to the Trust.
Employer Plan Identification #36-3051915
Plan #020
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
Aon plc Class A Ordinary Shares ESOP Fund | | |
| Aon plc Class A Ordinary Shares, $0.01 par* | | $ | 218,431 |
|
| Total Aon plc | | 218,431 |
|
| | | |
Brokerage Accounts | | |
| Other Common and Preferred Stocks and Mutual Funds | | 43,683 |
|
| Total Brokerage Accounts | | 43,683 |
|
| | | |
Short Term Investments Fund | | 1,707 |
|
| | | |
Dwight Funds – Fund of Funds | | 563,301 |
|
Vanguard Large Company Index Fund | | 718,501 |
|
Capital Research Europacific Foreign Fund | | 326,202 |
|
Vanguard All Foreign Index Fund | | 167,134 |
|
Dimensional Fund Advisors Emerging Market Fund | | 108,681 |
|
Vanguard Capital Opportunities Fund | | 124,336 |
|
Wells Fargo Small Cap Value Fund | | 47,431 |
|
PIMCO All Asset Fund | | 27,095 |
|
Vanguard Extended Market Fund | | 267,248 |
|
Blackrock Instl Trust US Debt Index Non-Lendable Fund E | | 219,215 |
|
| | | |
Separately Managed | | |
| PIMCO Diversified Bond | | |
| Aon Intermediate Bond Unit B | | 220,123 |
|
| | | |
| Dodge & Cox Stock Fund | | |
| Chevron Corp Com | | 7,849 |
|
| Hewlett Packard Co Com | | 18,087 |
|
| Metlife Inc Com Stk Usd0.01 | | 4,524 |
|
| Adt Corp Com | | 4,298 |
|
| Emc Corp Com | | 515 |
|
| Wal-Mart Stores Inc Com | | 7,263 |
|
| Sanofi Sponsored Adr | | 12,465 |
|
| Twenty-First Centy Fox Inc Cl A Cl A | | 8,644 |
|
| Bb&T Corp Com | | 4,068 |
|
| N V R Inc Com | | 1,026 |
|
| Carmax Inc Com | | 2,370 |
|
| Sun Tr Banks Inc Com | | 3,420 |
|
| Adr Roche Hldg Ltd Sponsored Adr Isin #Us771195104 | | 10,411 |
|
| Jpmorgan Chase & Co Com | | 4,076 |
|
| Computer Sci Corp Com | | 3,174 |
|
| Adr Nokia Corp Sponsored Adr | | 6,671 |
|
| Merck & Co Inc New Com | | 14,074 |
|
| Bank New York Mellon Corp Com Stk | | 10,919 |
|
| Aol Inc Com Stk | | 2,137 |
|
| Te Connectivity Ltd | | 6,455 |
|
| Schlumberger Ltd Com Com | | 12,579 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Ebay Inc Com Usd0.001 | | 5,401 |
|
| Unitedhealth Group Inc Com | | 4,450 |
|
| Celanese Corp Del Com Ser A Stk | | 4,690 |
|
| Time Warner Cable Inc Com | | 11,286 |
|
| Forest Laboratories Inc | | 2,930 |
|
| Pfizer Inc Com | | 11,030 |
|
| Medtronic Inc Com | | 2,887 |
|
| Google Inc Cl A Cl A | | 7,509 |
|
| Coach Inc Com | | 4,378 |
|
| Adr Aegon N V Ny Registry Shs Shs | | 4,759 |
|
| Mfb Ni Treasury Money Market Fund - Sweep | | 11,940 |
|
| #Reorg/Vodafone Group Reverse Stock Split Vodafone 2V16Am1 Eff 02-24-2014 | | 2,897 |
|
| Domtar Corp Com New Com New | | 512 |
|
| Time Warner Inc Usd0.01 | | 14,060 |
|
| Adr Unilever Plc Sponsored Adr New | | 2,282 |
|
| Comcast Corp New-Cl A | | 17,067 |
|
| Adobe Sys Inc Com | | 3,479 |
|
| Fedex Corp Com | | 11,588 |
|
| Weatherford Intl Ltd | | 3,425 |
|
| Netapp Inc Com Stk | | 5,097 |
|
| Cap 1 Fncl Com | | 19,022 |
|
| Cadence Design Sys Inc Com | | 1,503 |
|
| Baker Hughes Inc Com | | 7,350 |
|
| News Corp New Cl A Cl A | | 1,107 |
|
| Liberty Interactive Corp Interactive Comser A | | 4,166 |
|
| General Electric Co | | 14,063 |
|
| Bank of America Corp | | 10,018 |
|
| Symantec Corp Com | | 10,078 |
|
| Mcgraw Hill Financial Inc | | 2,940 |
|
| Adr Panasonic Corp Adr Adr | | 2,642 |
|
| Goldman Sachs Group Inc Com | | 10,937 |
|
| Vulcan Materials Co Com | | 2,549 |
|
| Apache Corp Com | | 5,835 |
|
| Tyco International Ltd(Switzerland) Com Usd0.80 | | 3,539 |
|
| Wells Fargo & Co New Com Stk | | 17,505 |
|
| Corning Inc Com | | 5,202 |
|
| Express Scripts Hldg Co Com | | 1,061 |
|
| Adr Hsbc Hldgs Plc Sponsored Adr New | | 2,543 |
|
| Maxim Integrated Prods Inc Com | | 1,680 |
|
| Cigna Corporation | | 2,869 |
|
| Synopsys Inc Com | | 4,321 |
|
| Microsoft Corp Com | | 16,372 |
|
| Konninklijke Philips N.V | | 3,457 |
|
| Dow Chemical Co Com | | 4,145 |
|
| Adr Glaxosmithkline Plc Sponsored Adr | | 11,692 |
|
| Xerox Corp Com | | 3,085 |
|
| Boston Scientific Corp Com | | 3,013 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Sprint Corp Com Ser 1 Com Ser 1 | | 3,719 |
|
| Schwab Charles Corp Com New | | 12,111 |
|
| Adr Novartis Ag | | 12,033 |
|
| Dish Network Corp Cl A Com Stk | | 4,830 |
|
| | | |
Dwight Stable Value Fund | | |
| Short Term Investments | | |
| Treasury Money Market Fund | | 12,859 |
|
| | | |
| Synthetic Insurance Wrappers | | |
| Metropolitan Life 32632 (Loomis - Int G/C Metlife) | | 77,964 |
|
| Metropolitan Life 32632 (Short Govt\Credit Fund) | | 101,868 |
|
| | | |
| Common Collective Trusts | | |
| Dwight 2013 Term Fund | | 11,946 |
|
| Dwight 2014 Term Fund | | 48,378 |
|
| Dwight 2015 Term Fund | | 53,197 |
|
| Dwight 2016 Term Fund | | 80,281 |
|
| Dwight 2017 Term Fund | | 47,281 |
|
| Dwight Intermediate Core Plus Fund | | 80,433 |
|
| | | |
| T. Rowe Price Growth Stock Fund | | |
| Nestle Sa Chf0.10(Regd) | | 782 |
|
| #Reorg/Novo-Nordisk Mand Exch Nova Nordisk A/S-B 8A4Vfzu 02/02/2014 | | 709 |
|
| Carnival Plc Ord Usd1.66 | | 1,208 |
|
| Wynn Macau Ltd Hkd0.001 | | 1,217 |
|
| Tencent Holdings Ltd | | 938 |
|
| Prada Spa Com Eur0.10 | | 754 |
|
| Softbank Corp Npv | | 1,234 |
|
| Naver Corporation Krw500 | | 1,621 |
|
| Procter & Gamble Com Npv | | 749 |
|
| Pvtpl Twitter Inc Ser F | | 63 |
|
| Tesla Mtrs Inc Com | | 1,053 |
|
| Home Depot Inc Com | | 4,982 |
|
| Pioneer Nat Res Co Com Stk | | 2,798 |
|
| Hunt J B Trans Svcs Inc Com | | 796 |
|
| Flowserve Corp Com | | 914 |
|
| Apple Inc Com Stk | | 7,743 |
|
| Visa Inc Com Cl A Stk | | 7,616 |
|
| Cabot Oil & Gas Corp Com | | 1,624 |
|
| Discovery Communications Inc New Com Serc Com Ser C | | 1,258 |
|
| Ecolab Inc Com | | 2,822 |
|
| Twenty-First Centy Fox Inc Cl A Cl A | | 1,643 |
|
| Praxair Inc Com | | 2,185 |
|
| Under Armor Inc Cl A | | 1,650 |
|
| Alexion Pharmaceuticals Inc Com | | 1,570 |
|
| Monster Beverage Corp Com | | 827 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Amazon Com Inc Com | | 14,197 |
|
| Concho Res Inc Com Stk | | 1,177 |
|
| Lennar Corp Cl A Cl A | | 1,005 |
|
| The Priceline Group Inc | | 8,021 |
|
| Whole Foods Mkt Inc Com | | 2,423 |
|
| Invesco Ltd Com Stk Usd0.20 | | 1,383 |
|
| Cvs Caremark Corp Com Stk | | 2,798 |
|
| Costco Wholesale Corp New Com | | 1,773 |
|
| Google Inc Cl A Cl A | | 16,474 |
|
| Range Res Corp Com | | 2,150 |
|
| Salesforce Com Inc Com Stk | | 3,058 |
|
| Pharmacyclics Inc Com | | 889 |
|
| Fmc Technologies Inc Com | | 1,018 |
|
| Netflix Inc Com Stk | | 2,474 |
|
| Ks Cy Southn | | 3,133 |
|
| Cognizant Tech Solutions Corp Cl A | | 2,343 |
|
| Twitter Inc Com | | 350 |
|
| Biogen Idec Inc Com Stk | | 4,814 |
|
| Adr Ctrip Com Intl Ltd Ads American Dep Shs | | 1,092 |
|
| Union Pac Corp Com | | 1,327 |
|
| Regeneron Pharmaceuticals Inc Com | | 1,211 |
|
| Concur Technologies Inc Com | | 774 |
|
| Red Hat Inc Com | | 1,154 |
|
| Frkln Res Inc Com | | 953 |
|
| Twitter Inc Pfd Ser C | | 95 |
|
| Celgene Corp Com | | 2,923 |
|
| Fastenal Co Com | | 2,680 |
|
| Mckesson Corp | | 4,535 |
|
| Starwood Hotels & Resorts Worldwide Inc Com Stk | | 1,859 |
|
| #Reorg/Green Mtn Name Change Keurig Gr 2U1Ta21 Eff 03-11-2014 | | 597 |
|
| Antero Res Corp Com | | 197 |
|
| Linkedin Corp Cl A | | 1,843 |
|
| Td Ameritrade Hldg Corp Com Stk | | 1,183 |
|
| Lowes Cos Inc Com | | 2,319 |
|
| Chipotle Mexican Grill Inc Com Stk | | 3,143 |
|
| Grainger W W Inc Com | | 613 |
|
| United Parcel Svc Inc Cl B | | 1,912 |
|
| Precision Castparts Corp Com | | 5,871 |
|
| Crown Castle Intl Corp Com Stk | | 6,168 |
|
| Charter Communications Inc Del Cl A New Cl A New | | 739 |
|
| Eog Resources Inc Com | | 1,192 |
|
| Alliance Data Sys Corp Com | | 1,104 |
|
| Stryker Corp | | 706 |
|
| Mgm Resorts International Com | | 1,499 |
|
| Boeing Co Com | | 4,190 |
|
| Harley Davidson Com Usd0.01 | | 1,046 |
|
| Lululemon Athletica Inc Com | | 195 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Nike Inc Cl B | | 1,478 |
|
| Fmc Corp Com (New) | | 921 |
|
| Mastercard Inc Cl A | | 8,104 |
|
| American Tower Corp | | 4,981 |
|
| Twitter Inc Com Stk | | 351 |
|
| Starbucks Corp Com | | 4,703 |
|
| United Contl Hldgs Inc Com Stk | | 1,150 |
|
| Vertex Pharmaceuticals Inc Com | | 832 |
|
| Danaher Corp Com | | 5,975 |
|
| American Express Co | | 2,867 |
|
| Schlumberger Ltd Com Com | | 1,361 |
|
| Adr Baidu Inc Sponsored Adr | | 3,220 |
|
| Ross Stores Inc Com | | 1,214 |
|
| Ebay Inc Com Usd0.001 | | 3,277 |
|
| Netsuite Inc Com Stk | | 783 |
|
| Unitedhealth Group Inc Com | | 1,062 |
|
| Roper Inds Inc New Com | | 2,607 |
|
| Autozone Inc Com | | 2,246 |
|
| Las Vegas Sands Corp Com Stk | | 3,273 |
|
| D R Horton Inc Com | | 995 |
|
| Qualcomm Inc Com | | 3,364 |
|
| Sherwin-Williams Co Com | | 2,532 |
|
| Akamai Technologies Inc Com Stk | | 793 |
|
| Dollar Tree Inc Com Stk | | 654 |
|
| Blackrock Inc Com Stk | | 1,392 |
|
| Gilead Sciences Inc | | 7,401 |
|
| Incyte Corp Com | | 851 |
|
| Sba Communications Corp Cl A Com | | 1,151 |
|
| Idexx Labs Inc | | 1,202 |
|
| Eqt Corp Com | | 1,185 |
|
| Pepsico Inc Com | | 1,203 |
|
| Juniper Networks Inc Com | | 738 |
|
| Fiserv Inc Com | | 1,075 |
|
| Wabtec Corp Com | | 847 |
|
| Delta Air Lines Inc Del Com New Com New | | 923 |
|
| Carmax Inc Com | | 1,547 |
|
| Workday Inc Cl A Com Usd0.001 | | 823 |
|
| Valeant Pharmaceuticals International Inc Common Stock | | 2,418 |
|
| Walt Disney Co | | 1,704 |
|
| Servicenow Inc Com Usd0.001 | | 1,294 |
|
| Affiliated Managers Group Inc Com Stk | | 1,019 |
|
| Tripadvisor Inc Com Com Stk | | 1,267 |
|
| Marriott Intl Inc New Com Stk Cl A | | 854 |
|
| Intercontinentalexchange Group Inc Com | | 967 |
|
| Facebook Inc Cl A Cl A | | 1,487 |
|
| Martin Marietta Matls Inc Com | | 689 |
|
| Tractor Supply Co Com | | 1,958 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Pending foreign exchange transactions | | 2,368 |
|
| | | |
| Morgan Stanley Global Real Estate Fund | | |
| Mirvac Group Stapled Securities | | 391 |
|
| Westfield Retail T Units Npv (Stapled) | | 653 |
|
| Dexus Property Gp Npv (Stapled) | | 280 |
|
| Federation Limited | | 288 |
|
| Westfield Group Npv Stapled Units | | 1,515 |
|
| Stockland Npv (Stapled) | | 439 |
|
| Gpt Group Npv (Stapled Securities) | | 462 |
|
| Investa Office Fd Units Npv (Stapled) | | 41 |
|
| Cfs Retails Property Trust Group | | 148 |
|
| Goodman Group Npv (Stapled Units) | | 644 |
|
| Cmnwlth Prop Offic Units Npv | | 224 |
|
| Br Malls Participa Com Npv | | 177 |
|
| Br Properties Sa Comstk | | 109 |
|
| Iguatemi Emp Shopp Com Npv | | 114 |
|
| Calloway Real Estate Investment Tr Trust Units | | 69 |
|
| 1St Cap Realty Inc Com Npv | | 151 |
|
| Crombie Real State Trust Units | | 93 |
|
| Boardwalk R/Est In Trust Units | | 327 |
|
| Brookfield Canada Office Properties Trust Units | | 181 |
|
| Riocan Real Estate Trust Units Npv | | 683 |
|
| Cdn Apartment Prop Trust Units | | 28 |
|
| Swiss Prime Site Chf18.80 (Regd) | | 166 |
|
| Psp Swiss Property Chf0.10 (Regd) | | 476 |
|
| Mobimo Hldg Ag Chf38(Regd) | | 57 |
|
| Deutsche Wohnen Ag Eur1 (Br) | | 157 |
|
| Fonciere Des Reit Eur | | 191 |
|
| Beni Stabili Spa Eur0.1 | | 117 |
|
| Deutsche Wohnen Ag Npv Young 01/01/14 (Br) | | 50 |
|
| Altarea Reit | | 31 |
|
| Corio Nv Eur10 | | 219 |
|
| Leg Immobilien Ag Npv | | 349 |
|
| Alstria Office Rei Npv (Br) | | 71 |
|
| Gecina Eur7.50 | | 125 |
|
| Prime Office Reit-Ag Npv | | 62 |
|
| Deutsche Annington Npv | | 89 |
|
| Mercialys Eur1 | | 158 |
|
| Cofinimmo Sa Npv | | 32 |
|
| Wereldhave Nv Eur10 | | 122 |
|
| Deutsche Euroshop Npv (Regd) | | 125 |
|
| Icade Npv (Post Merger) | | 291 |
|
| Vastned Retail Eur5 | | 41 |
|
| Sponda Oyj Npv | | 132 |
|
| Eurocommercial Eur0.50 | | 152 |
|
| Atrium Eurp R/Est Npv (Regd) | | 102 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Unibail-Rodamco Se Eur5 | | 1,538 |
|
| Klepierre Eur1.40 | | 172 |
|
| Hammerson Ord Gbp0.25 | | 607 |
|
| Unite Group Ord Gbp0.25 | | 112 |
|
| Segro Plc Ord Gbp0.10 | | 115 |
|
| Derwent London Ord Gbp0.05 | | 288 |
|
| Capital & Regional Ord Gbp0.01 | | 109 |
|
| Great Portland Estates Ord Gbp0.125 | | 226 |
|
| St.Modwen Props Ord Gbp0.10 | | 48 |
|
| Quintain Est & Dev Ord Gbp0.25 | | 100 |
|
| Capital & Counties Properties | | 131 |
|
| Land Securities Gp Ord Gbp0.10 | | 934 |
|
| Lxb Retail Props Common Stock W/I | | 270 |
|
| Intu Properties Plc Ord Gbp0.50 | | 279 |
|
| Shaftesbury Ord Gbp0.25 | | 141 |
|
| Grainger Plc Ord Gbp0.05 | | 99 |
|
| Safestore Hldgs Ord Gbp0.01 | | 233 |
|
| British Land Co Ord Gbp0.25 | | 875 |
|
| Swire Properties Ltd Hkd1 | | 299 |
|
| China Overseas Land & Investmnt Hkd0.10 | | 107 |
|
| Longfor Properties Hkd0.10 | | 29 |
|
| Hysan Development Npv | | 720 |
|
| Guangzhou R&F Prop 'H'Cny0.25 | | 56 |
|
| Agile Property Hld Hkd0.10 | | 13 |
|
| China Resources Land Hkd0.10 | | 401 |
|
| Kerry Properties Hkd1 | | 255 |
|
| Country Garden Hld Hkd0.10 | | 94 |
|
| Wharf(Hldgs) Npv | | 941 |
|
| Shimao Property Ho Hkd0.10 | | 56 |
|
| Link R/Est Invest Npv | | 1,071 |
|
| Henderson Land Development Hkd2 | | 273 |
|
| New World Development Co Hkd1 | | 501 |
|
| Sun Hung Kai Prop Npv | | 2,674 |
|
| Sino Land Co Npv | | 250 |
|
| Hang Lung Properties Hkd1 | | 205 |
|
| Nippon Building Fd Reit | | 559 |
|
| Japan Real Estate Investment Co | | 515 |
|
| Hulic Company Ltd | | 243 |
|
| Ntt Urban Developm Npv | | 13 |
|
| Nippon Prologis Re Reit | | 191 |
|
| Mitsubishi Estate Co Ltd | | 3,142 |
|
| Sumitomo Realty & Development Npv | | 2,239 |
|
| United Urban Inves Reit | | 151 |
|
| Japan Retail Fund Reit | | 271 |
|
| Nomura Rl Est Inc Npv | | 56 |
|
| Mitsui Fudosan Co Ltd Npv | | 2,845 |
|
| Tokyo Tatemono Co Npv | | 278 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Activia Properties Inc Com | | 134 |
|
| Norwegian Property Nok0.5 | | 126 |
|
| Fabege Ab Npv | | 36 |
|
| Castellum Ab Npv | | 100 |
|
| Atrium Ljungberg Ser'B'Npv | | 99 |
|
| Hufvudstaden Ab Ser'A'Npv | | 301 |
|
| City Developments Ltd | | 205 |
|
| Global Logistic Pr Npv | | 311 |
|
| Ascendas R/Est Inv Npv (Reit) | | 159 |
|
| Suntec Real Estate Investment Trust Reit | | 137 |
|
| Mapletree Commercial Trust | | 46 |
|
| Capitamalls Asia L Npv | | 102 |
|
| Capitaland Ltd Npv | | 441 |
|
| Mapletree Greater Npv Reg'S | | 25 |
|
| Sph Reit Units | | 201 |
|
| Uol Group Limited Sgd1 | | 245 |
|
| Keppel Reit | | 145 |
|
| Capitamall Trust Npv (Reit) | | 186 |
|
| Capitacommercial Npv (Reit) | | 125 |
|
| Alexandria Real Estate Equities Inc Com | | 329 |
|
| Ps Business Pks Inc Calif Com | | 155 |
|
| Prologis Inc Com | | 850 |
|
| Duke Rlty Corp Com New Reit | | 218 |
|
| Taubman Ctrs Inc Com | | 344 |
|
| Eqty Resdntl Eff 5/15/02 | | 3,047 |
|
| Dct Indl Tr Inc Com | | 298 |
|
| Starwood Hotels & Resorts Worldwide Inc Com Stk | | 1,022 |
|
| #Reorg/Bre Pptys Inc Cash & Stk Merger Essex Property Trust 2309474 04-02-2014 | | 87 |
|
| Brookfield Office Properties Inc Com | | 338 |
|
| Sovran Self Storage Inc Com | | 59 |
|
| American Campus Cmntys Inc Com | | 198 |
|
| Acadia Rlty Tr Com | | 157 |
|
| Simon Property Group Inc Com | | 4,495 |
|
| Cbl & Assoc Pptys Inc Com | | 60 |
|
| Health Care Reit Inc Com | | 145 |
|
| Eqty Lifestyle Pptys Inc Reit | | 409 |
|
| National Retail Pptys Inc Com Stk | | 263 |
|
| Regency Ctrs Corp Com | | 1,207 |
|
| Cousins Pptys Inc Com | | 250 |
|
| Vornado Rlty Tr Com | | 2,124 |
|
| Hudson Pacific Properties Inc Com | | 196 |
|
| Rlty Inc Corp Com | | 32 |
|
| Post Pptys Inc Reit | | 18 |
|
| Mack Cali Rlty Corp Com Reit | | 503 |
|
| Ventas Inc Reit | | 740 |
|
| Avalonbay Cmntys Reit | | 1,994 |
|
| Ashford Hospitality Tr Inc Com Shs | | 93 |
|
AON SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
(continued)
|
| | | | | |
| | | Current Value |
Identity of Issue, Borrower, Lessor or Similar Party | | (thousands) |
| Host Hotels & Resorts Inc Reit | | 2,334 |
|
| American Homes 4 Rent Common Stock | | 7 |
|
| Senior Hsg Pptys Tr Sh Ben Int Sh Ben Int | | 470 |
|
| General Growth Pptys Inc New Com | | 1,351 |
|
| Essex Ppty Tr Reit | | 34 |
|
| Rexford Indl Rlty Inc Com | | 47 |
|
| Pub Storage Com | | 1,689 |
|
| Ddr Corp Com | | 227 |
|
| Camden Ppty Tr Sh Ben Int | | 709 |
|
| Liberty Ppty Tr Sh Ben Int | | 113 |
|
| Macerich Co Reit | | 1,059 |
|
| Healthcare Rlty Tr | | 312 |
|
| Winthrop Rlty Tr Sh Ben Int New Sh Ben Int New | | 32 |
|
| Hongkong Land Hld Ord Usd0.10(Singapore Reg) | | 1,192 |
|
| Ashford Hosp Prime Com | | 41 |
|
| Hcp Inc Com Reit | | 1,322 |
|
| Forest Cy Enterprises Inc Cl A | | 581 |
|
| Federal Rlty Invt Tr Sh Ben Int New Sh Ben Int New | | 344 |
|
| Bstn Pptys Inc | | 1,237 |
|
| Pending foreign exchange transactions | | 794 |
|
| | | |
| Westfield Small Cap Fund | | |
| Aon Small Cap Unit D | | 148,526 |
|
| | | |
| Total Separately Managed Funds | | 1,703,104 |
|
| | | |
* Participant Loans (4.25%) | | 53,543 |
|
| | | |
Total Investments at Fair Value | | $ | 4,589,612 |
|
|
|
*Indicates party-in-interest not prohibited by ERISA |