WASHINGTON, D.C. 20549
FORM 11-K
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2007 |
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OR |
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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Commission File number 1-7933 |
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
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Aon Savings Plan |
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Aon Corporation |
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200 E. Randolph Drive |
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Chicago, Illinois 60601 |
SIGNATURES
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
/s/ JOHN A. RESCHKE |
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John A. Reschke
Date:
June 25, 2008
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AON SAVINGS PLAN
Years Ended December 31, 2007 and 2006
With Report of Independent Registered
Employer Identification Number 36-3051915
Plan # 020
AON SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Years ended December 31, 2007 and 2006
CONTENTS
1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Supplemental Schedule: |
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Schedule H, Line 4i Schedule of Assets (Held At End of Year) |
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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 as of December 31, 2007 and 2006, 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 Plans 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 Plans 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 Plans 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 Plan at December 31, 2007 and 2006, 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 performed 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, 2007, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule 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 25, 2008
1
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Employer Plan Identification # 36-3051915 |
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Plan # 020 |
AON SAVINGS PLAN
Statements of Net Assets Available for Benefits
(in thousands)
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December 31 |
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2007 |
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2006 |
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Assets |
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Investments, at Fair Value: |
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Aon Corporation Common Stock |
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$ |
326,317 |
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$ |
288,185 |
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Brokerage Accounts-Other Common and Preferred Stocks and Mutual Funds |
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18,027 |
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16,593 |
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Investments held in Mutual Funds: |
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State Street Global Advisors Short Term Investment Fund |
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278,265 |
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State Street Global Advisors Government Short Term Investment Fund |
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282,064 |
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Vanguard REIT Index Fund |
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69,899 |
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114,565 |
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Vanguard Admiral Intermediate Term Treasury Fund |
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75,527 |
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67,206 |
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Vanguard Capital Opportunities Fund |
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98,171 |
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90,746 |
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T. Rowe Price Growth Stock Fund |
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59,425 |
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40,738 |
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Dodge & Cox Common Stock Fund |
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216,099 |
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239,303 |
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PIMCO Total Return Fund |
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73,263 |
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58,923 |
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Managers Special Equity Fund |
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53,266 |
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Wellington Small Cap Opportunities Fund |
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47,841 |
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Wells Fargo Small Cap Value Fund |
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39,311 |
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27,842 |
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American Funds Euro-Pacific Growth Fund |
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186,910 |
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143,293 |
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Investments held in Collective Trusts: |
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Ned Davis Research Asset Allocation Strategy Fund |
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117,667 |
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130,381 |
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State Street Global Advisors S&P 500 Strategy Fund |
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257,373 |
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257,884 |
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Participant Loans |
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22,891 |
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24,153 |
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Total Investments, at Fair Value |
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1,890,785 |
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1,831,343 |
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Contributions Receivable: |
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Participant |
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2,377 |
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2,431 |
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Company |
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20,519 |
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20,233 |
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Total Contributions Receivable |
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22,896 |
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22,664 |
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Net Assets Available for Benefits |
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$ |
1,913,681 |
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$ |
1,854,007 |
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See notes to financial statements.
2
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Employer Plan Identification # 36-3051915 |
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Plan # 020 |
AON SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
(in thousands)
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December 31 |
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2007 |
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2006 |
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Additions |
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Net Investment Income |
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Interest Income |
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$ |
21,910 |
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17,570 |
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Net Appreciation in Fair Value of Investments |
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89,505 |
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113,013 |
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Aon Corporation Dividends |
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4,147 |
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4,929 |
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Other Dividends |
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64,008 |
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50,605 |
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Total Net Investment Income |
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179,570 |
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186,117 |
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Contributions |
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Company |
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48,283 |
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49,432 |
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Participants |
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86,788 |
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90,991 |
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Rollovers |
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8,366 |
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6,665 |
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Total Contributions |
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143,437 |
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147,088 |
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Total Additions |
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323,007 |
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333,205 |
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Deductions |
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Transfer to Other Plan |
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(54,891 |
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Benefit Payments |
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(207,063 |
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(165,084 |
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Management and Administrative Fees |
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(1,379 |
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(1,909 |
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Total Deductions |
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(263,333 |
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(166,993 |
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Net Increase in Net Assets Available for Benefits |
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59,674 |
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166,212 |
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Net Assets Available for Benefits at Beginning of Year |
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1,854,007 |
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1,687,795 |
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Net Assets Available for Benefits at End of Year |
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$ |
1,913,681 |
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$ |
1,854,007 |
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See notes to financial statements.
3
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Employer Plan Identification # 36-3051915 |
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Plan # 020 |
AON SAVINGS PLAN
Years Ended December 31, 2007 and 2006
1. Description of Plan
The Aon Savings Plan (the Plan) was authorized by the Board of Directors of Aon Corporation (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 (ERISA). Effective January 1, 2004, the Aon Retirement Account was established as a separate account under the Aon Savings Plan. The Aon Retirement Account is intended for employees hired after January 1, 2004 who are not eligible for participation in the Aon Pension Plan.
Effective January 1, 2003, the Aon Common Stock Fund and the ESOP Allocated Fund were merged into a single fund called the Aon Common Stock ESOP Fund. Participants have the option to reinvest dividends in additional shares of Aon common stock in the Plan or receive dividends in cash. Additionally, effective January 1, 2003, participants are allowed to immediately diversify any Company matching contributions allocated to the Aon Common Stock ESOP Fund (ESOP Fund).
The Aon Warranty Group (AWG) subsidiary was sold in November, 2006. As a result of the sale, all AWG participants became 100% vested in their individual accounts and were transferred to a new plan established by their new employer in February, 2007.
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.
Employees other than field sales agents or employees scheduled to work less than 20 hours per week are immediately eligible to participate. Field sales agents and employees scheduled to work less than 20 hours per week are eligible to participate after completing one year of service and attaining the age of 21. Participants must complete one year of service to be eligible for Company matching contributions.
4
1. Description of Plan (continued)
Participant Participant contributions are made by means of regular payroll deductions. Non-highly compensated participants, as defined by the Internal Revenue Code (IRC), may elect to make contributions between 1% and 25% of their compensation, as defined by the Plan. Highly compensated participants, as defined by the IRC, may elect to make contributions between 1% and 12% of their compensation, as defined by the Plan. Participant contributions are limited to amounts allowed by the Internal Revenue Service (IRS). Accordingly, the maximum participant contribution was $15,500 in 2007 and $15,000 in 2006. In addition to regular participant contributions, catch-up contributions of up to $5,000 for 2007 and 2006 were allowed for any participants who were age 50 or older during the Plan year.
Effective January 1, 2007, new employees are automatically enrolled in the Plan at a default rate of 3% of compensation. Employees hired on or after July 1, 2007 are automatically enrolled at a default rate of 4% of compensation. Beginning April 2008, the automatic enrollment rate will increase 1% each April, up to the maximum of 6%, if a participant has completed six months of service by such date. Participants can change their deferral percentage or investment selections at any time after initial enrollment.
Effective January 1, 2007, the Plan began allowing 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.
Company The Company contributes an amount equal to 50% of the first 6% of a participants compensation that a participant contributes to the Plan (75% of the first 4% of a participants compensation for employees of Aon Human Capital Services, LLC). This contribution will be made concurrent with participant contributions. The Company may make a further discretionary contribution based on employee contributions of up to 6%. For 2007 and 2006, the contribution was $13,243,000 and $14,268,000, respectively. The amount of this contribution is determined by the Aon Board of Directors.
The Aon Retirement Account is funded entirely by Company contributions. No employee contributions are allowed. The Plan does not guarantee Company contributions however it is intended the Company will make an annual contribution to the account of eligible employees. The amount of the contribution may increase with length of service of the employee and other factors deemed relevant by the Board.
5
1. Description of Plan (continued)
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 Self-Managed Account is offered whereby participants can invest their self-directed contributions in various stock, mutual funds and other investments.
Each participants account is credited with the participants contribution and allocations of a) the Companys contributions and b) Plan earnings (losses). The benefit to which a participant is entitled is the benefit that can be provided from the participants account.
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.
Forfeitures of $3,621,000 for 2007, and $2,768,000 for 2006 were used to provide partial funding for Company contributions and to pay other expenses of the Plan.
Upon retirement or termination of service, a participant will receive a lump sum payment equal to his or her vested balance. The participant may elect to receive this payment directly or to be rolled into another plan or IRA. Vested amounts of the ESOP may be received in cash or Aon Common stock.
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.
6
1. Description of Plan (continued)
2. Significant Accounting Policies
The financial statements of the Plan are prepared on an accrual basis in accordance with U.S. generally accepted accounting principles.
Investments in mutual funds and common stock are carried at fair value, which for marketable securities is based on quotations obtained from national securities exchanges. Investments in collective trusts are carried at redemption value as determined by the applicable trust on the last day of the Plan year. Participant loans are valued at their outstanding balances, which approximate fair value.
Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Realized gains or losses on investments are the difference between the proceeds received and the cost of investments sold as determined on a first-in, first-out basis. The change in the difference between fair value and the cost of investments is reported as unrealized appreciation or depreciation of investments.
Administrative expenses of the Plan, including expenses of the Trustees, are paid from the Plan assets, except to the extent that the Company, at its discretion, may decide to pay such expenses. The Company did not pay any Plan expenses in 2007 or 2006.
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles 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.
7
3. Investments
State Street Bank and Trust Company is the Trustee and custodian for all Plan assets. The Trustee is a named fiduciary under ERISA. The Trustee is a party-in-interest to the plan as three investment fund options are State Street funds.
During 2007 and 2006 the Plans investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value as follows (in thousands):
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December 31 |
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2007 |
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2006 |
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Net Realized Appreciation |
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Net Realized |
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Fair |
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During |
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Fair |
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During |
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Value |
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the Year |
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Value |
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the Year |
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Investments, at fair value: |
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Aon Corporation Common Stock |
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$326,317 |
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$90,799 |
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$288,185 |
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$(4,760 |
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Brokerage Accounts-Other |
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Common and Preferred Stocks, Mutual Funds and Other Investments |
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18,027 |
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789 |
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16,593 |
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1,214 |
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Investments in Mutual Funds: |
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State Street Global Advisors Short Term Investment Fund |
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278,265 |
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State Street Global Advisors Government Short Term Investment Fund |
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282,064 |
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Vanguard REIT Index Fund |
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69,899 |
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(19,498 |
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114,565 |
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24,361 |
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Vanguard Capital Opportunities Fund |
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98,171 |
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381 |
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90,746 |
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7,734 |
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Wells Fargo Small Cap Value Fund |
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39,311 |
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(2,786 |
) |
27,842 |
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265 |
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Dodge & Cox Common Stock Fund |
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216,099 |
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(21,404 |
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239,303 |
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23,389 |
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PIMCO Total Return Fund |
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73,263 |
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1,900 |
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58,923 |
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(595 |
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Managers Special Equity Fund |
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53,266 |
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(1,956 |
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Wellington Small Cap Opportunities Fund |
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47,841 |
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511 |
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T. Rowe Price Growth Stock Fund |
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59,425 |
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2,505 |
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40,738 |
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3,690 |
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American Euro-Pacific Growth Fund |
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186,910 |
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12,058 |
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143,293 |
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14,631 |
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Vanguard Admiral Intermediate Term Treasury Fund |
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75,527 |
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3,545 |
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67,206 |
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(753 |
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Investments in Collective Trusts: |
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Ned Davis Research Asset Allocation Strategy Fund |
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117,667 |
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6,665 |
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130,381 |
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9,454 |
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State Street Global Advisors S&P 500 Strategy Fund |
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257,373 |
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14,040 |
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257,884 |
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36,339 |
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Total |
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$1,867,894 |
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$89,505 |
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$1,807,190 |
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$113,013 |
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8
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the Plans assets is as follows (in thousands):
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December 31 |
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2007 |
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2006 |
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Aon Corporation, Common Stock |
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$ |
326,317 |
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$ |
288,185 |
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Investments in Mutual Funds: |
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State Street Global Advisors Short Term Investment Fund |
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* |
278,625 |
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State Street Global Advisors Government Short Term Investment Fund |
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282,064 |
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Dodge & Cox Common Stock Fund |
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216,099 |
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239,303 |
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American Euro-Pacific Growth Fund |
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186,910 |
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143,293 |
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Vanguard REIT Index Fund |
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* |
114,565 |
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Vanguard Capital Opportunities Fund |
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98,171 |
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* |
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Investments in Collective Trusts: |
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Ned Davis Research Asset Allocation Strategy Fund |
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117,667 |
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130,381 |
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State Street Global Advisors S&P 500 Strategy Fund |
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257,373 |
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257,884 |
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*Below 5% threshold.
4. Income Tax Status
The Plan has received a determination letter from the IRS dated October 1, 2003, stating that the Plan is qualified under section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrative Committee believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
5. 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 assets available for benefits.
6. Subsequent Events
The Combined Insurance Company of America and Sterling Life Insurance subsidiaries were sold in April, 2008. Affected participants were allowed to voluntarily rollover their balances to their new employers plan or to an IRA account, or continue to maintain their balances within the Plan.
9
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Employer Identification # 36-3051915 |
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Plan # 020 |
AON SAVINGS PLAN
Schedule H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
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Number of Shares |
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Current Value |
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Identity of Issuer |
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Principal Amount |
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(thousands) |
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Aon Common Stock ESOP Fund |
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Common Stock |
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Aon Corporation Common Stock, 1.00 par* |
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6,839,931 |
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$ |
326,196 |
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Short Term Investment Fund |
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Mutual Fund |
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|
|
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|
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|
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State Street Global Advisors Government Short Term Investment Fund* |
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246,220,175 |
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$ |
282,064 |
|
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|
|
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|
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Total Return Fund |
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Collective Trust |
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|
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|
|
|
|
|
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Ned Davis Research Asset Allocation Strategy Fund |
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7,511,851 |
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$ |
117,667 |
|
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Common Stock Index Fund |
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Collective Trust |
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State Street Global Advisors S&P 500 Strategy Fund* |
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909,067 |
|
$ |
257,373 |
|
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Real Estate Securities Fund |
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Mutual Fund |
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Vanguard REIT Index Fund |
|
5,199,772 |
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$ |
69,899 |
|
10
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Employer Identification # 36-3051915 |
|
Plan # 020 |
AON SAVINGS PLAN
Schedule H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
(continued)
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Number of Shares |
|
Current Value |
|
|
Identity of Issuer |
|
Principal Amount |
|
(thousands) |
|
|
Vanguard Capital Opportunities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Capital Opportunities Fund |
|
1,152,505 |
|
$ |
98,171 |
|
|
|
|
|
|
|
|
Dodge & Cox Common Stock Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Common Stock Fund |
|
1,432,627 |
|
$ |
216,099 |
|
|
|
|
|
|
|
|
PIMCO Total Return Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO Total Return Fund |
|
6,841,639 |
|
$ |
73,263 |
|
|
|
|
|
|
|
|
T. Rowe Price Growth Stock Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Growth Stock Fund |
|
1,756,200 |
|
$ |
59,425 |
|
|
|
|
|
|
|
|
Wellington Small Cap Opportunities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Wellington Small Cap Opportunities Fund |
|
2,785,006 |
|
$ |
47,841 |
|
11
|
Employer Identification # 36-3051915 |
|
Plan # 020 |
AON SAVINGS PLAN
Schedule H, Line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
(continued)
|
|
Number of Shares |
|
Current Value |
|
|
Identity of Issuer |
|
Principal Amount |
|
(thousands) |
|
|
Vanguard Admiral Intermediate Term Treasury Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Admiral Intermediate Term Treasury Fund |
|
6,611,320 |
|
$ |
75,527 |
|
|
|
|
|
|
|
|
American Euro-Pacific Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
American Euro-Pacific Growth Fund |
|
3,672,967 |
|
$ |
186,910 |
|
|
|
|
|
|
|
|
Wells Fargo Small Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Small Cap Value Fund |
|
1,330,779 |
|
$ |
39,311 |
|
|
|
|
|
|
|
|
Other Common and Preferred Stocks and Mutual Funds (Self-Managed Funds) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other common and preferred stocks, mutual funds and other investments |
|
|
|
$ |
18,027 |
|
|
|
|
|
|
|
|
Aon Corporation Common Stock* |
|
2,541 |
|
$ |
121 |
|
|
|
|
|
|
|
|
Participant Loans* (5.00% - 10.5%) |
|
|
|
$ |
22,891 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,890,785 |
|
*Party in interest transaction not prohibited by ERISA.
12