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Corrected Transcript

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01-May-2015

Aon Plc (AON)

Q1 2015 Earnings Call

Aon Plc (AON) Q1 2015 Earnings Call

Corrected Transcript 01-May-2015


2 Copyright © 2001-2015 FactSet CallStreet, LLC

CORPORATE PARTICIPANTS

Gregory C. Case President & Chief Executive Officer

Christa Davies Chief Financial Officer & Executive Vice President

......................................................................................................................................................................................................................................................

OTHER PARTICIPANTS

Adam Klauber William Blair & Co. LLC

David A. Styblo Jefferies LLC

Brian R. Meredith UBS Securities LLC

Dan Farrell Sterne, Agee & Leach, Inc.

Elyse B. Greenspan Wells Fargo Securities LLC

Michael Nannizzi Goldman Sachs & Co.

Kai Pan Morgan Stanley & Co. LLC

Josh D. Shanker Deutsche Bank Securities, Inc.

......................................................................................................................................................................................................................................................

MANAGEMENT DISCUSSION SECTION

Operator: Good morning, and thank you for holding. Welcome to Aon Plc's First Quarter 2015 Earnings

Conference Call. At this time, all parties will be in a listen-only mode until the question-and-answer portion of

today's call. If anyone has an objection, you may disconnect at this time.

I would also like to remind all parties that this call is being recorded, that it is important to note that some of the

comments in today's call may constitute certain statements that are forward-looking in nature as defined by the

Private Securities Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could

cause actual results to differ materially from historical results or those anticipated. Information concerning risk

factors that could cause such differences are described in the press release covering our first quarter 2015 results,

as well as having been posted to our website.

Now, it is my pleasure to turn the call over to Greg Case, President and CEO of Aon Plc. ......................................................................................................................................................................................................................................................


Thank you, and good morning, everyone. Welcome to our first quarter 2015 conference call. Joining me here

today is our CFO, Christa Davies. I would note that there are slides available on our website for you to follow along

with our commentary today, and consistent with previous quarters, I'd like to cover three areas before turning the

call over to Christa for further financial review.





First is our performance against key metrics we communicate to shareholders; second is overall organic growth

performance; and third, continued areas of strategic investment across Aon. On the first topic, our performance

versus key metrics. Each quarter, we measure our performance against the key metrics we focus on achieving over

the course of the year: grow organically, expand margin, increase earnings per share, and deliver free cash flow

growth.

Turning to Slide 3, in the first quarter, organic revenue growth was 3% overall with solid growth across both

segments and highlighted by 4% growth in the Americas Retail Brokerage and HR Outsourcing businesses.

Operating margin decreased 50 basis points as underlying operational improvement in both segments was more

than offset by a significant unfavorable impact from foreign currency translation, primarily in Risk Solutions.

EPS increased 7% to $1.37 including a $0.15 unfavorable impact from foreign currency translation, reflecting

underlying operational improvement, other income gains and effective capital management. And finally, free cash

flow growth increased $140 million, driven by a substantial increase in cash flow from operations. Overall, results

reflect a solid start to the year overcoming a significant challenge from foreign currency, driven by organic

revenue growth across Risk and HR Solutions, underlying operational improvement, effective capital

management, and substantial free cash flow generation. We are well on track for continued improvement in 2015

and for further progress against our long-term goals.

Turning to slide four, on the second topic of growth, I want to spend the next few minutes discussing the quarter

for both of our segments. In Risk Solutions, organic revenue growth was 3% overall, reflecting solid growth across

Retail Brokerage, partially offset by a modest decline in Reinsurance.

As we've discussed previously, we're driving a set of initiatives that are strengthening the underlying performance

and positioning our Risk Solutions segment for long-term growth and improved operating leverage. With

management of the renewal book through Aon Client Promise and retention rates of more than 90% on average

across Retail Brokerage, highlighted by near record levels of retention of greater than 93% in U.S. Retail. New

business generation of more than $220 million across our Retail business, highlighted by double-digit new

business growth in many countries across Latin America, Asia and emerging markets.

In our core treaty Reinsurance business, net new business trends reached record levels in Q1 and have been

positive for 16 consecutive quarters. An outstanding performance in today's challenging marketplace that reflects

Aon's Benfield long-term value proposition for clients and the application of excess capital in the industry to

previously uninsured risk. An increased operating leverage from our investments in innovative technology, and

data and analytics with the growth of GRIP, Review and Aon Broking.

Reflecting on the individual businesses within Risk Solutions, in the Americas, organic revenue growth was 4%,

similar to the prior-year quarter. Exposures continued to be positive across the region while the impact from

pricing was flat, resulting in continued stable market impact. We saw solid growth across all regions: U.S. Retail,

Latin America and Canada; and continued growth across all business lines; Property and Casualty, Health and

Benefits, and Affinity.

In U.S. Retail, as I mentioned earlier, we delivered retention rates near record levels, greater than 93%, driven by

strong management of the renewal book portfolio. Results in the quarter also reflect double-digit new business

growth in Latin America and Canada.

In International, organic revenue growth was 3%, similar to the prior-year quarter. Exposures continued to be

stable, and the impact from pricing was modestly negative on average, driven by fragile market conditions in

many countries across Europe and pressure in the Pacific Region. We saw strong growth across Asia and emerging





markets and solid growth in New Zealand, driven by new business generation and strong management of the

renewal book portfolio. Results in the quarter also reflect solid new business generation in Continental Europe,

and excellent results in the region as we are well positioned to benefit from potential improvements in the

macroeconomic environment across Continental Europe.

In Reinsurance, organic revenue growth was minus 1% against a strong comparable of 3% in the prior-year

quarter. Excess capital in the space continues to pressure global treaty pricing, most notably in the Americas,

driving a significant unfavorable market impact in the quarter. Results reflect near record levels of new business

in treaty placements as well as modest growth in facultative placements, partially offset by a modest decline in

capital markets transactions.

While the rate of price decline has decelerated compared to the previous year, a record amount of capital

continues to place pressure on the market. As a result, clients are beginning to buy more coverage and record

capital is being deployed to new markets.

New opportunities for growth combined with industry-leading data and analytics continues to position the

business for long-term growth despite current industry conditions. Overall, across Total Risk Solutions we

delivered solid growth in the quarter and are well on track for low to mid-single-digit organic growth in 2015 as we

continue to drive new business and take a unified approach to serving clients across the portfolio despite

continued pressure in Reinsurance.

Turning to HR Solutions, organic revenue growth was 4% with growth across both major businesses and in areas

where we're making investments in the business including healthcare exchange solutions, Cloud-based

outsourcing solutions, pension risk and delegated investment solutions.

These investments reflect Aon Hewitt's client leadership, understanding and influence of market trends, and

solutions to sustainably address the long-term issues that face our clients such as healthcare reform, as healthcare

costs and the associated financial risks continue to rise at a time when overall health and wellness is not

improving.

Multinational clients are increasingly looking for global benefit solutions that support their global organizations

delivered at the local level. Managing and transferring risk against pension schemes that are increasingly frozen,

largely underfunded and facing regulatory changes. Finally, software-as-a-service models are quickly emerging as

attractive platforms for companies as they provide the latest technology, access to upgrades and a flexible pricing

model with minimum investment in technology infrastructure.

Turning to the individual businesses within HR Solutions; in Consulting Services, organic revenue growth was 2%

compared to 1% in the prior year quarter. We saw continued strong growth in U.S. Retirement primarily from

demand for pension de-risking and lump sum window activity along with continued growth in delegated

investment consulting. Results were partially offset by a modest decline in Retirement Solutions in Continental

Europe. For the full year we expect mid-single digit organic revenue growth across Consulting Services.

In Outsourcing; organic revenue growth was 4%, compared to 1% in the prior year quarter. Organic revenue

reflects growth in our healthcare exchange business from follow-on enrollments and additional off cycle wins on

the retiree exchange. The follow-on retiree enrollments that took place in the first quarter are expected to renew

during the normal Q4 enrollment period in the upcoming years, returning to normal seasonality of the healthcare

exchange revenue. Results also reflect new client wins in HR BPO, as an increasing number of clients are adopting

Cloud-based outsourcing solutions.





Overall, for HR Solutions, we delivered improved organic revenue growth in the first quarter. Looking forward, we

expect continued performance to be driven by growth in high demand areas where we've made investments, as

well as leadership across our core businesses and are on track for mid-single digit organic growth in 2015.

Slide 5 highlights the third topic; areas of investment. Aon has a unique and strong track record of developing

innovative solutions, self-solve problems and creates differentiated value in response to specific client needs. Solid

long-term operating performance, combined with expense discipline and strong free cash flow generation

continues to enable substantial investment in colleagues and capabilities around the globe. These investments

have enabled and are expected to continue to enable Aon to drive sustainable long-term growth while building

operating leverage into the business. Aon's industry-leading platform continues to evolve to address clients'

changing needs and strategic priorities with innovative, first to market solutions and unmatched advisory

capability.

A few examples include, in Risk Solutions, we're investing in client leadership with a firm-wide rollout of Aon

Client Promise, a unified approach to client service across Aon to drive greater productivity and efficiency. We're

investing in innovative technology such as the Global Risk Insight Platform. GRIP is the world's largest leading

global database of risk and insurance placement information now capturing nearly 2.7 million trades and $119.5

billion of bound premium across 65 lines of business. We continue to have a growing list of carriers utilizing the

platform of which nearly half have signed multi-year contracts and an increasing number of clients are also adding

strategic consulting services to their annual contract fee.

In addition, we're driving our AON Broking initiative to better match client needs with insurer appetite for risk

and to identify structured portfolio solutions. We're investing in the continued development of data and analytics

capability at Aon Benfield to strengthen an already industry-leading value proposition and client-serving

capability. A great example of this is Aon Benfield Review, a reinsurer dashboard and strategic consulting

approach to help insurers be more effective as they approach markets for ceding and ceding company clients.

We've continued to align our global health and benefits platform to capitalize on our global distribution channel

and deep brokerage capabilities in an area that is high growth in nearly every region around the world. And

finally, we're expanding our content and global footprint through tuck-in acquisitions that increase scale in

emerging markets or expand capability to better serve clients.

In HR Solutions, we're investing to address high growth areas. We're expanding solutions to de-risk pension plans

and support increasing needs for delegated investment solutions, which fulfill our clients' needs for faster

execution of their investment strategies. Aon Hewitt is able to offer a differentiated strategy based on our three

pillars; of actuarial expertise, investment solutions, and pension administration. We're also providing the broadest

set of health, retirement, and talent and advisory advocacy solutions to our clients' employees and retirees to

enable greater choice and improved decision making.

As part of our comprehensive portfolio of health solutions covering the full spectrum of benefit strategies and

funding choices, we continue to make investments to support future growth and strengthen our industry-leading

position in health exchanges for active employees and retirees.

Our third year enrollment results on the active exchange have underscored the long-term sustainability of private

exchanges. Well-designed exchanges can be a better way to offer health benefits by delivering on their promise to

engage consumers, offer broad choice, and control costs for employers. As noted last quarter, for clients going

through their second year renewal, the average cost increase was 2.6%, including administration fees and costs

associated with the Affordable Care Act, which compares favorably to industry data reflecting the average

healthcare cost increase for self-insured large U.S. employers was approximately 6% to 8%.





Equally important, client satisfaction for the enrollment period was outstanding for the second consecutive year

with 87% of employees having liked the ability to choose among multiple carriers. Carrier satisfaction was also

strong with 80% of employees giving their medical carriers a four or five-star rating

Overall, our extensive portfolio of health solutions continues to drive strong client interest and demand with both

exchange and bundled solutions that cover all client segments and needs in an evolving healthcare landscape. We

also continue to invest in our industry-leading benefits administration solutions and consumer technology

platforms, including extensive mobile solutions and Cloud-based outsourcing solutions.

In Q1, we completed the acquisition of the UK-based Kloud, the largest dedicated workday consultancy firm

outside the U.S. With this transaction, Aon Hewitt becomes the largest provider of workday services in Europe,

and is fully resourced to deliver results for multinational clients, as one of the world's largest workday providers.

Finally, we're expanding our international footprint to support a global workforce, with key investments in talent

capabilities across emerging markets.

In summary, our first quarter reflects a solid start to the year driven by underlying operational performance and

investments in innovative client-serving capabilities. Looking forward, we expect continued progress throughout

the year, as we position the firm for sustainable long-term growth, increased operating leverage and significant

free cash flow generation toward our goal of $2.3 billion or more for the full year 2017.

With that said, I'm now pleased to turn the call over to Christa for further financial review. Christa? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President

Thank you so much, Greg, and good morning, everyone. As Greg noted, our first quarter results reflect the solid

start to the year, overcoming a significant headwind from foreign currency translation. We delivered solid organic

growth in Risk and HR Solutions, underlying operational improvement, monetized unproductive capital and

drove working capital improvement, resulting in strong earnings growth. We also delivered significant free cash

flow growth which enabled the repurchase of 250 million of ordinary shares in our seasonally weakest cash flow

quarter, and the announcement of a 20% increase to the annual dividend, subsequent to the close of the quarter.

Now let me turn to the financial results for the quarter on page six of the presentation. Our core EPS performance,

excluding certain items, increased 7% to $1.37 per share for the first quarter, compared to $1.28 in the prior-year

quarter. Included in the results was a $0.15 per share unfavorable impact related to foreign currency translation.

Excluding the impact of foreign currency translation, earnings per share in the first quarter would have been

$1.52, up 19% from the prior-year quarter.

These results reflect strong operational and financial performance, overcoming an anticipated unfavorable impact

due to the U.S. dollar strengthening against most major currencies, most notably the euro, which weakened 17%

versus the prior-year quarter. Impact from anticipated weakness in the euro was compounded by the seasonal

strength of our EMEA business in Retail Brokerage, as the majority of our corporate renewals take place in the

first quarter

Going forward, if currency were to remain stable at today's rates the impact will be substantially less than the

headwind in the first quarter as we now expect a modest unfavorable impact in each quarter, principally in Q2 and

Q3, as rates have continued to weaken against the U.S. dollar since our previous guidance.





Now let me talk about each of the segments on the next slide. In our Risk Solutions segment organic revenue

growth was 3%. Operating margin decreased 40 basis points to 23.2% and operating income decreased 6% versus

the prior year quarter.

Included in the quarter was a significant unfavorable impact from foreign currency translation of $50 million, or

minus 60 basis points. Excluding the impact from foreign currency, operating margin increased 20 basis points to

23.8% and operating income increased 4% versus the prior-year quarter. Underlying results reflect solid organic

revenue growth and a return on our investments in data and analytics, such as GRIP and Aon Broking.

Overall, in Q1, we delivered solid underlying operating performance in Risk Solutions, despite continued

headwinds from a significant unfavorable market impact in Reinsurance. We are firmly on track for improved

operating income performance and further margin expansion in 2015, towards our long-term target of 26% driven

primarily by the return on investments and expense discipline, as we optimize our global cost structure in areas

such as IT, real estate and global procurement.

Turning to the HR Solutions segment, organic revenue growth was 4%. Operating margin decreased 10 basis

points to 13.2% and operating income was flat to the prior-year quarter. Solid organic revenue growth in the

quarter was more than offset by a $6 million, or minus 20 basis points, unfavorable impact from foreign currency

translation and investments to support future growth. Excluding the impact from foreign currency, operating

margin increased 10 basis points to 13.4% and operating income increased 5% versus the prior-year quarter.

Our first quarter results were exactly in line with expectations and management's guidance previously provided to

the HR Solutions business, of down in the first half and up in the second half of the year, resulting in improved

operating income performance for the full year and further margin expansion toward our long-term target of 22%.

Now let me discuss a few of the line items outside of the operating segments on slide nine. Unallocated expenses

increased $4 million to $47 million. Interest income increased $1 million to $3 million. Interest expense increased

$7 million due to an increase in total debt outstanding. Other income of $42 million primarily includes $23

million of gains due to the favorable impact of exchange rates on the re-measurements of assets and liabilities in

non-functional currencies and certain transactional FX hedging activity to help mitigate an anticipated

unfavorable translation impact.

It also includes $19 million of net gain on the sale of certain businesses. The gains resulting from the sale of

certain businesses reflect our intent to continue to monetize to optimize the portfolio around the highest return on

capital as well as monetization of unproductive capital. Going forward we expect a run rate of $45 million per

quarter of unallocated expense, $2 million per quarter of interest income and $68 million per quarter of interest

expense.

Turning to taxes, the effective tax rate on net income from continuing operations was 19.1%, similar to the prior-

year quarter at 18.9%.

Lastly, diluted shares outstanding decreased to 287.1 million in the first quarter compared to 307.2 million in the

prior-year quarter. The company repurchased 2.5 million Class A ordinary shares for approximately $250 million

in the first quarter. The company has $5.4 billion of remaining authorization under its share repurchase program.

Actual shares outstanding on March 31 were 281.7 million and there are approximately 7 million additional

dilutive equivalents. Estimated Q2 2015 beginning dilutive share count is approximately 288.5 million, subject to

share price movement, share issuance and share repurchase.





Now let me turn to the next slide to highlight our solid balance sheet and strong cash flow growth on slide 10. At

March 31, 2015 cash and short-term investments were $721 million. Total debt outstanding was approximately

$5.7 billion and total debt to EBITDA on a GAAP basis was 2.1 times, similar to December 31, 2014.

Cash flow from operations increased $147 million to $136 million in our seasonally weakest cash flow quarter

driven by a decline in pension contributions, working capital improvements, and a decline in cash paid for taxes

and restructuring. Free cash flow as defined by cash flow from operations less CapEx, increased $140 million to

$74 million reflecting significantly higher cash flow from operations, partially offset by a $7 million increase in

CapEx.

As discussed previously, we expect significant free cash flow growth to continue in 2015 driven by operational and

working capital improvements, uses of cash for pension and restructuring continuing to wind down, and lower

cash tax payments.

Turning to the next slide to discuss our significant financial flexibility and the opportunity to further increase cash

flow generation. We value the firm based on free cash flow and allocate capital to maximize free cash flow returns.

There are four primary areas that are expected to contribute to our goal of doubling free cash flow from 2012 to

more than $2.3 billion annually for the full-year 2017.

From the graph on the presentation, based on current assumptions we expect annual free cash flow to increase by

over $650 million based only on our reduction in cash used for pension restructuring and CapEx. Combined with

operational improvement of the business, lower cash taxes, and working capital improvements, we are well on

track to achieve our expectations for substantial cash flow generation.

Regarding our pension plans, we've taken significant steps to reduce volatility and liability as we've closed our

plan to new entrants and frozen plans from accruing additional benefits and continue to de-risk certain plan

assets. We currently expect contributions to decline by roughly $96 million to $220 million in 2015 and continue

to decline thereafter.

Regarding our restructuring program, cash came in to $82 million in 2014. As all charges related to the

restructuring program have now been incurred, we expect cash payments to decline by $51 million to

approximately $31 million in 2015 and continue to decline significantly each year thereafter.

In summary, we delivered a solid start to the year overcoming a significant headwind from foreign exchange

translation. Results reflect strong earnings growth and substantial free cash flow generation driven by continued

organic growth in both segments, underlying operational improvement and working capital improvements,

placing us firmly on track towards our goal of generating more than $2.3 billion of free cash flow for the full year

2017.

With a strong balance sheet and significant financial flexibility, we've positioned the firm for significant

shareholder value creation in 2015 and beyond.

With that, I'd like to turn the call back over to the operator for questions.





QUESTION AND ANSWER SECTION

Operator: Thank you, ma'am. We will now begin the question-and-answer session. [Operator Instructions] Our

first question is from Mr. Adam Klauber. Sir, your line is open. ......................................................................................................................................................................................................................................................

Adam Klauber William Blair & Co. LLC Q Good morning, everyone. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Hi, Adam. ......................................................................................................................................................................................................................................................

Adam Klauber William Blair & Co. LLC Q My first question is about the HR Cloud business. We understand you've had some good-size wins in that

business. One, is that true without mentioning the names? And two, how does the pipeline look currently for more

good-size clients? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Adam, it actually looks exceptionally positive. We are very pleased with the investment in Europe, as I described,

but that really is continuing to complement an already strong foundation we have in capability in workday

implementation. And it's gone exceptionally well. And [ph] you (25:40) describe sort of the opportunities here for

clients, it's greater flexibility, great platform, modifications over time, evolution, innovation, brings a lot of things

to the table on behalf of clients that are quite beneficial and we're very excited about it. So very positive trajectory. ......................................................................................................................................................................................................................................................

Adam Klauber William Blair & Co. LLC Q And I think you mentioned that that did help organic this quarter. Is the nature of that business lumpier once you

win these clients, should it be more of a continual ramp up? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A It really is a more continual ramp up as you bring them online and service them over time. And it had an impact

on the quarter as – and will have on the year as we continue to succeed in the business. ......................................................................................................................................................................................................................................................

Adam Klauber William Blair & Co. LLC Q Okay. Thanks. And then on the retiree exchange business, I understand there is more activity in the public or

municipal side of the market. One, is that true? And is that more off-season than the traditional exchange

business? ......................................................................................................................................................................................................................................................





Gregory C. Case President & Chief Executive Officer A Well, the public side has evolved as you watched in the press over time. As we've focused on the private side of the

business it's gone exceptionally well. It really does complement a broad-based set of health solutions that we have

and we've had some and continue to have significant wins, both on the active and the retiree side. And we saw a

little bit of off cycle in the Q1, this report, but that's going to, as I said, going to even out and really show up in the

fourth quarter over time and will really normalize at that point. ......................................................................................................................................................................................................................................................

Adam Klauber William Blair & Co. LLC Q Okay. Thanks a lot. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Sure. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our next question comes from Mr. Dave Styblo of Jefferies. Sir, your line is open. ......................................................................................................................................................................................................................................................

David A. Styblo Jefferies LLC Q Good morning. Thanks for taking the questions. Just wanted to follow up on that when you had just mentioned

the significant wins, I want to be clear, is that something that you're talking about a rolling on to the 2015 plan

year? Or you're in active negotiations and finalizing those deals such that it would impact 2016? And just broader,

could you talk to sort of what – how 2016 is shaping up? Are you at this point starting to see an inflection or pick

up in actual enrollment? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Yeah. Just [ph] to sort of parse (27:40) the questions, the first question was around literally the workday

implementation in Cloud and the implications and how it's going to evolve over time [ph] I said (27:46) that was

coming online. The second – [ph] and we think which (27:48) will show up in the year – and the second was, what

showed up in the first quarter, which was on the retiree exchange, some really follow-on applications that

happened in the first quarter from our fourth quarter work last year. And that's going to continue to ramp up over

time.

And what you've seen on the exchange business for us is as part of our overall health solutions capability, that's

just continuing to build and will continue to do so. It still will continue to be fourth quarter dominated as it comes

online and we'll just continue to see very, very good progress in that. ......................................................................................................................................................................................................................................................

David A. Styblo Jefferies LLC Q Okay. And as far as the inflection for 2016, is that something you're starting to see at this point? Or how –

obviously conversations continue to be active and robust and that tone seems to be similar, but just curious of the

enrollment outlook for 2016? ......................................................................................................................................................................................................................................................





Gregory C. Case President & Chief Executive Officer A Yeah. The pipeline continues to be very strong. A lot of great conversations across the board on both the active

exchange and retiree exchange. And as I described in my comments, the impact here has been substantial. In

particular, the impact on, for us, the employee satisfaction levels have been exceptionally high, the opportunity to

actually bend the cost curve, very, very positive from that standpoint. And we just have been very, very fortunate

in terms of sort of our client wins and how that's evolved over time and we'll report out in the third quarter as we

complete the season. But we continue to make progress. ......................................................................................................................................................................................................................................................

David A. Styblo Jefferies LLC Q Okay. And then just flipping gears over to the international side of organic growth of 3%. That seemed to hold up

better than I thought it would in this environment. Just want to ensure that there isn't any unusual benefits in the

quarter from timing. And assuming not, can you just drill into and provide a little bit more color about what you're

seeing in the market, what you're doing to help maintain that decent organic growth that's going on right now? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Well, we really saw across the board really, not just in Europe but also across the Americas if you think about sort

of as I described before, retention levels in U.S. Retail were exceptionally high, 93% almost near record levels. And

then Europe also reflects very, very high retention levels. And then efforts we've done around Client Promise, the

implementation of how we actually support and serve clients, introduce new ideas to clients as their needs change

over time. And this has all been against a backdrop of the challenging pricing environment and an overall

economic environment that's challenged.

But from our standpoint, we view the opportunities in Europe and in the Americas as quite strong, quite positive

and our capability to serve them as quite high. And that's really what's driven new business growth, what's driven

retention and what's driven the results. And our view is we're going to continue to grow and build the business as

we have for the last decade every year, irrespective of the headwinds and that includes all the aforementioned, FX,

our interest rates or economic conditions or pricing. ......................................................................................................................................................................................................................................................

David A. Styblo Jefferies LLC Q Super. Thanks. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our next question is coming from Mr. Brian Meredith of UBS. Sir, your line is open. ......................................................................................................................................................................................................................................................

Brian R. Meredith UBS Securities LLC Q Yeah. Thanks. Good morning. Greg, I wonder if you could talk a little bit about, or update us on progress on

improving yield in the Risk Solutions business, monetizing that GRIP asset, that kind of stuff? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A So, Brian, we would say we continue to make very good progress and reflected in the performance as we grow and

improve margin over time and what we've done on the data and analytics efforts here really is helping markets,





really our market partners understand and improve their return on invested capital and that's really

fundamentally what GRIP is able to help us do. And we've got 35 plus carriers who have actually signed on to this

and fundamentally it helps them succeed in the business and we're essentially helping them match their capital

with our demand in a more efficient and effective way and that's what the data and analytics has helped us do.

So it's progress. We're strengthening the relationships as they evolve in that area and watch and see data and

analytics will continue to be a stronger and stronger part of our value proposition. It's complemented by the

Singapore Innovation Center and the Dublin Innovation Centers which we've brought online. And you see it show

up in the marketplace in areas like the Risk Insight platform, like Review, which we've done on the reinsurance

side very, very strong, very, very positive and this is an area of substantial investment for Aon.

And in many respects we believe we've got an unprecedented level of data but we need to translate that into true

insight and action for our clients, and if our clients can take that data and insight and improve operating

performance, strengthen their balance sheet or reduce volatility, we provided something to the market no one else

can do and we believe that's distinctive. That is sustainable and that's going to create value for them and for us. ......................................................................................................................................................................................................................................................

Brian R. Meredith UBS Securities LLC Q Just on the yield also, I mean, given that we're in a competitive and softening market, have you been able to boost

commission rates or do other things to perhaps offset some of the price declines? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Yeah. We've done a number of different things to again come back to add value for clients and help them

understand it and get paid for that and do the same on the market side. So in the overall environment, this all

translates and shows up in the Risk Solutions margin which we would say we're going to continue to improve in

2015 just as we did in 2014 and 2013 as we march toward our 26%. So you'll see us actually drive – taking –

pulling a number of different levers to do that, this being one of them. ......................................................................................................................................................................................................................................................

Brian R. Meredith UBS Securities LLC Q Got you. And then just quickly on HR Solutions, Christa, the margins actually ex FX actually improved on a year-

over-year basis. I would have thought per your guidance they would have actually declined. Was there something

unusual that happened in the quarter? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. You're right. It did improve 10 basis points on an underlying basis. We did see some timing between Q1 and

Q2, Brian, and what we would say is that the first half is going to be down exactly in line with guidance and the

second half up in operating income to grow overall operating income and margin for the full year. ......................................................................................................................................................................................................................................................

Brian R. Meredith UBS Securities LLC Q Got you. So a little bit tougher in the second quarter? Great. ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A





That's right. ......................................................................................................................................................................................................................................................

Brian R. Meredith UBS Securities LLC Q Thank you. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our next question is coming from Mr. Dan Farrell of Piper Jaffray. Sir, your line is

open. ......................................................................................................................................................................................................................................................

Dan Farrell Sterne, Agee & Leach, Inc. Q Thanks and good morning. Just back on the Risk Solutions margins, Greg, when you – in your prepared

comments you talked about ongoing investment in that business to drive organic and then drive improved

operating leverage. Do you think investments in that business right now are running higher than you ultimately

think they will be? And then, is there anything else to be thinking about from a mix perspective in Risk Solutions

that might be impacting margins say, whether it be Reinsurance, macro pressures there or something like that?

Thank you. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Well, [ph] we would – (34:29) look back, we are going to continue to make investments to sort of build and

strengthen the business. As we said before, we want to do this while at the same time making meaningful progress

and improving risk brokerage margin, marching toward the 26%. And so we're going just to keep doing that. And

the investments actually happened across the business. They've happened on the Retail side of the business as

we've invested in data and analytics as I described before, the Singapore Innovation Center, our Dublin

Innovation Center, these are very, very substantial investments for us which drive the Risk Insight Platform on the

Retail side. We've invested in new product ideas in Structured Portfolio Solutions, a whole series of things we've

done fundamentally to strengthen the value proposition that we provide to clients. If they understand it and it

provides value in their business, we're going to – it's going to help improve Aon's performance.

We've made equal and substantial investments across the Reinsurance side of the portfolio as well, and we

continue to do that. And while certainly well-publicized, Reinsurance is under some pressure given capital coming

into the marketplace and pricing dynamics, particularly in the cat business, we love the business. We love what

we're doing on the Reinsurance side. Our capability to help insurers improve their return on invested capital and

their performance we believe is high and even unprecedented from an Aon Benfield standpoint.

We're number one in treaty, we're number one in fac, we're number one in capital markets and the things we do

around – with new capital coming in the industry. And so you're going to see us continue to invest. There is not a

– it's not a high or a low, it's a steady set of investments we make over time that we believe will help us build the

business, and we're going to continue to do that. While at the same time, we are very clear, we need to overcome

headwinds that are out there, as we've done over time. This year, we're talking about FX. In previous years, it

might have been interest rates or might have been the economy or it might have been pricing. We're going to

overcome those, grow margin and invest in the business for the long term. ......................................................................................................................................................................................................................................................

Dan Farrell Sterne, Agee & Leach, Inc. Q





Got it. Thanks. That's very helpful. And just to follow up, some of your competitors have talked about needing to

achieve a certain level of organic growth, say in the 2% to 3% range, before operating leverage can start to fully

materialize. Is that something conceptually that you guys sort of agree with when you think about margin

expansion? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A I guess what we would say is, because of the investments we've made in data analytics, as Greg described, there's

less of an organic revenue growth number we need to expand margins. I would note that in calendar year 2009, in

the depth of the economic recession, organic revenue growth for us was minus 1% and we expanded margins.

Having said that, if you look at our expense base, the primary expense we have in the business is people, and there

is an inherent inflationary push, let's call it 2%, on that expense base, and so that is absolutely a challenge we

acknowledge. But we also see that the return on the significant investments we've made in data and analytics,

allows us to expand margin in lower-growth environments. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A This fundamentally, Dan, comes back to Brian's question around margin and this idea of operational leverage. It's

very important as you think about our performance versus the rest of the world right now. These investments

we're making, fundamentally, give us the ability to both strengthen our franchise, which is really what we have to

do, but also with the operating leverage accompanying the investments around data and analytics in particular, we

can improve margin at lower levels of organic growth. By the way, it's not to mean we're focused on lower levels.

We have high aspirations on growing the business. But the operational leverage in the business continues to grow. ......................................................................................................................................................................................................................................................

Dan Farrell Sterne, Agee & Leach, Inc. Q Great. That's helpful. Thank you very much. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our next question is coming from Miss Elyse Greenspan of Wells Fargo. Ma'am, your

line is open. ......................................................................................................................................................................................................................................................

Elyse B. Greenspan Wells Fargo Securities LLC Q Hi. Good morning. Just a few questions. The first, in terms of foreign exchange, I know the hit was obviously a bit

larger than expected in the first quarter, and you guys had previously guided to about $0.11 for the full year. What

do you think the full year level will come in at given how you set expectations for the balance of the year? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. So FX is coming in a little bit higher in terms of the impact than we previously guided because since we

guided last time, the euro, in particular, has declined versus the U.S. dollar. What we did say, Elyse, is that we'll

have a modest unfavorable impact in each quarter in the balance of the year, most significantly in Q2 and Q3. ......................................................................................................................................................................................................................................................

Elyse B. Greenspan Wells Fargo Securities LLC Q





Okay. And then in terms of looking at the share repurchase, I know Q1 is a high cash usage quarter. If we're

thinking about how you might – the share repurchase level in the next few quarters, how do you kind of think

about in terms of a go-forward level on your capital management outlook for the year? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. So we're not giving specific guidance, Elyse, but what we would say is as you think about our free cash flow

sort of growth, it's going to be substantial in the rest of the year. And obviously it's been significant in Q1 already

and we expect to grow free cash flow for the year. And as EBITDA continues to grow we're very focused on our

investment grade rating but we would continue to increase debt in line with EBITDA growth.

And so if you think about sort of the overall cash we then have to deploy, we use a return on capital basis to deploy

across all forms of capital usage and share repurchase is definitely the highest return on capital we observe at this

time. And so we'll continue to deploy capital based on that. ......................................................................................................................................................................................................................................................

Elyse B. Greenspan Wells Fargo Securities LLC Q On the retiree exchange, the off-cycle enrollment, just so I understand correctly, was that included in the

enrollment figures in terms of the number of companies and the number of lives you guys had provided in

September of last year for the 2015 year? ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A It was. There's really, in many respects there's really no real new news here from the standpoint, this is just the

current existing set of clients we brought online and we just had a few of the enrollments move over to the first

quarter. It's going to – [ph] it will – and (40:17) relatively small and this will balance itself out by Q4 and as we go

forward. And it really is a little bit of off-cycle with that as well. ......................................................................................................................................................................................................................................................

Elyse B. Greenspan Wells Fargo Securities LLC Q Okay. And then one last question, you mention a decline in capital markets business within your Reinsurance

segment in the quarter, just was the last Q1 a higher volume quarter so it was a tough comp? I'm just kind of

curious especially we've heard a lot going on in the capital markets space why you might have seen a slowdown in

the first quarter of this year, so any more information there would be helpful. Thank you. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A Well top line it really was. We had a strong comparable quarter so that's a little bit of what was going on from that

standpoint, a little bit of timing. But when you think about the capital coming in, we don't want to minimize that.

There's still tremendous capital coming in, $60 billion plus sort of come into the market right now. We anticipate

more over time. We, again, see lots of opportunity with that.

I would just highlight in a little bit of the dynamics that as the treaty pricing comes down it looks more, it looks

like more attractive relative to capital markets. So there's a little bit less of a – a little bit more of a balance than

there was before. I wouldn't overplay it but we saw a little bit of that show up in the quarter. ......................................................................................................................................................................................................................................................





Elyse B. Greenspan Wells Fargo Securities LLC Q Okay. Thank you very much. ......................................................................................................................................................................................................................................................

Operator: Thank you, ma'am. Our next question is coming from Mr. Michael Nannizzi of Goldman Sachs. Sir,

your line is open. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Thank you. Would it be possible to sort of quantify the aggregate FX impact for the rest of the year just so we can

have an idea of what that might look like? I mean relative to the first quarter if we're saying it was $50 million or

whatever it was in the first quarter, like how should we be thinking about that number, just the notional number

for the rest of the year? Thanks. ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A So, Michael, what we can say is that the FX impact by quarter for the rest of the year will be substantially less than

what we observed in Q1. It's going to be a modest unfavorable impact in Q2, Q3 and Q4, primarily in Q2 and Q3. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Okay. But in the aggregate, just notionally, is it much smaller across the three quarters than the first quarter or...? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yes. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Okay. Great. And then one question on the tax rate, should we assume that the tax rate at the current level, is that

something that you guys feel is sustainable longer term? That we should assume that, that is sort of the run rate?

What are the factors that could impact that, either reverting or going lower? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Michael, as we've said previously, 19% is the right operational rate for the company going forward. We do believe

it's sustainable and that's the operational rate we're using for the company going forward. So we would expect that

to be the best guide for you to use. Things that could impact it going forward are discrete tax adjustments, and

they could be positive or negative in any one quarter. But we would expect that 19% is the underlying operational

rate for the company. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Got it, great. And then I've asked this question before, I wonder if it'd be possible, just sort of thinking about the

HR segment, I mean obviously you're making a lot of investments and you're making them with an eye on





operating leverage in the future. Is there a way to think about the difference between or can you give us some

context on how we might be able to think about a contribution margin, if you will, relative to an operating margin

in that segment? And maybe with regard to the private exchange [ph] element (43:39) in particular, but just as we

think about that segment, is there a way to sort of peel those two out separately just to get an idea of what they

look like? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A And Michael, I think what you're getting to is sort of the investments we're making around the healthcare

exchange and how to think about the return on that versus everything else. Is that right? ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Yeah, that's fair. ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. And so look, one way to think about it is if you've added up the numbers we've invested in healthcare

exchanges, call it about $100 million. And so if you wanted to take that out of the current base it would improve

operational margins by about 200 basis points is one way to think about it. But obviously the return on that

investment is going to be significant over time. We obviously mentioned that we made a loss in that business in

2014 and that we would continue to improve returns on it each year going forward.

If you think about the improvement in operating income we made in both calendar year 2013 and 2014 in the HR

Solutions business, we're clearly overcoming a significant investment we're making in healthcare exchanges by the

growth in our Consulting business which is exceptionally strong, particularly around, as Greg described, pension

de-risking and investment consulting as well as the improvement in the rest of our Outsourcing business. So those

two things are improving whilst we're continuing to make investments in exchanges. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q Got it. And so like this year if we think about this year investments should we be thinking about that relative to

that sort of $100 million or is that – was that a bigger number and that number sort of scaling down as you start

to scale up on exchanges for example? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. Here's what I would say and I did say this last quarter. As we think about the investment we've made in

exchanges, it's really an operating expense. It's not a capital expense that's one time. It's really people and

technology. And so you should think about that $100 million level as the right ongoing level going forward. And

then it's really about incremental revenue and to drive an improved return on that underlying operating expense

because we would say that we've largely scaled the exchanges at the end of 2014. And from here we're now going

to add incremental revenue and incremental cost as we bring new clients on but not those sort of significant

investments we've made historically. ......................................................................................................................................................................................................................................................

Michael Nannizzi Goldman Sachs & Co. Q





Got it. Thank you. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our next question is coming from Mr. Kai Pan with Morgan Stanley. Sir, your line is

open. ......................................................................................................................................................................................................................................................

Kai Pan Morgan Stanley & Co. LLC Q Thank you. And the first question is just could you give a little bit color on the other income line? It looks like it's

pretty lumpy from quarter to quarter. How should we think about that going forward? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. So what we would say is it is obviously very lumpy and we in our sort of budgeting process model it at zero

because we're essentially – it should be zero unless we monetize unproductive capital or sell a business which we

deem as lower return or less of a strategic fit to Aon which is what you saw in the quarter. And so I would say the

$19 million of gains I would say is lumpy and almost impossible to model so we do model that internally at zero.

The $23 million of FX impact on our assets and liabilities and foreign currency and the hedging gain, I would say I

net that myself against the $53 million of FX impact on operating income we had to say we had a net impact of

minus $30 million on our business in terms of operating income from FX. So I guess I view it as two different

ways if that makes sense to you. ......................................................................................................................................................................................................................................................

Kai Pan Morgan Stanley & Co. LLC Q Okay. That's good. And then [ph] when you're (47:09) looking underlying [ph] basically (47:11), you're taking off

$0.15 of foreign exchange impact and then probably the $0.12 gain on the other income line. So you look at

underlying probably run at $1.40 EPS. That compares $1.28 last year. So year-over-year growth is about 9%. It

sounds like a much lower than if you look back the historical last eight quarter average about 16%. I just wonder is

there any sort of seasonality in the first quarter or you think like we should still be able to sustain a double-digit

EPS growth going forward? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. Look, I wouldn't [ph] over-rotate (47:48) on one quarter. As you correctly observe, we had the most

significant FX impact in Q1 and we're going to have a lot smaller FX impact through the balance of the year, so I'd

focus much more on the full year. And we do expect significant EPS growth for the full year. As you've seen, we've

done 16% EPS growth CAGR over the last 10 years and so we feel really good about the earnings growth of

calendar year 2015 and beyond. And obviously and most importantly about how that translates through to free

cash flow. We're going to see substantial free cash flow growth in 2015 on track to our $2.3 billion in free cash flow

for the full year 2017. ......................................................................................................................................................................................................................................................

Kai Pan Morgan Stanley & Co. LLC Q Okay. Well, lastly just follow on the buyback question, like the first quarter seasonal weak but last year you did like

$600 million as well, so just wonder, the pace of buyback would be sustainable at least at the level of last year

given that your free cash flow is growing and also you can also elaborate a little bit more on the [ph] debt (48:52)

side?





Christa Davies Chief Financial Officer & Executive Vice President A Yes. So again, I wouldn't sort of like over-project on one quarter. I would note that in Q1 2014 we did utilize cash

on the balance sheet at year-end 2013 which was much higher than normal, and so we had about $300 million,

almost $400 million of excess cash on the balance sheet at year-end 2013 which contributed to higher than

normal share repurchase in Q1 2014. ......................................................................................................................................................................................................................................................

Kai Pan Morgan Stanley & Co. LLC Q Great. Well, thanks so much for all the answers. ......................................................................................................................................................................................................................................................

Operator: Thank you, sir. Our last question is coming from Mr. Josh Shanker with Deutsche Bank. Sir, your line

is open. ......................................................................................................................................................................................................................................................

Josh D. Shanker Deutsche Bank Securities, Inc. Q Well, thank you for getting me on the phone. I appreciate it. I know that you're interested in growing free cash

flow in addition to operating cash flow by lowering your working capital. I was wondering if you could put some

numbers around the scale of what you can do? And also last year the spread between receivables and payables

went unfavorable for you. I assume you were working on it. What are the pitfalls and obstacles to making that

happen? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. So as we think about free cash flow growth for calendar year 2015, we think there are four major

contributors to it. The first is improvement in operating income and that's obviously driven by revenue growth

and margin expansion. The second is decreased contributions to pension and restructuring. The third is

improvements in working capital. And the fourth is declining taxes. And so as we think about those for the full

year, Josh, we look then again to sort of the growth in free cash flow for the quarter of – free cash flow grew $140

million. And the two biggest contributors to that free cash flow growth for the quarter were pension and

restructuring contributions declining by $89 million and working capital improvements of $63 million.

And then to answer your specific question about working capital in 2014, I would note that we had substantial

improvement in working capital in 2013 and that really created a headwind for 2014. And as you said it's a

continued progress and we expect to have substantial cash flow growth from all four metrics as we drive towards

the $2.3 billion in free cash flow for 2017. ......................................................................................................................................................................................................................................................

Gregory C. Case President & Chief Executive Officer A But you really are highlighting an area that as you think about the new news over the last 12 months to 18 months

it really is the projections and the perspectives around how we're going to be able to build free cash flow in

addition to what we do from an operating standpoint. And the move to $2.3 billion by 2017, as Christa highlights,

is a substantial, substantial improvement. Another doubling since 2012, which we believe really underscores the

power of the franchise. ......................................................................................................................................................................................................................................................





Josh D. Shanker Deutsche Bank Securities, Inc. Q Certainly. Certainly. And just to understand, the $63 million of improvement, that's going to jump around

quarter-to-quarter, it may be positive, it may be negative. But is the $63 million, is that a really good quarter for

improvement to think about? Or is that what you think you can deliver for the foreseeable future all things being

equal? How should we think about the scope? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Yeah. So, we obviously think it was a strong performance in terms of working capital. As we look at that $63

million we're looking at three lines on the balance sheet, our cash flow, receivables, payables, and other assets and

liabilities. But we really think about cash flow growth for the full-year and so we're looking at substantial free cash

flow growth for the full-year 2015. ......................................................................................................................................................................................................................................................

Josh D. Shanker Deutsche Bank Securities, Inc. Q Yeah. Yeah. But there's no guidance though, around how we should think about just the payables, receivables

part? ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Look, we will continue to expect that we will improve cash flow from receivables and payables. We haven't given

specific guidance. ......................................................................................................................................................................................................................................................

Josh D. Shanker Deutsche Bank Securities, Inc. Q Okay. Thank you very much. Good luck. ......................................................................................................................................................................................................................................................

Christa Davies Chief Financial Officer & Executive Vice President A Thank you. ......................................................................................................................................................................................................................................................

Operator: Thank you. I would now like to turn the call back over to Greg Case for closing remarks. ......................................................................................................................................................................................................................................................


Thanks very much for joining us. We look forward to our next call. Thanks very much. ......................................................................................................................................................................................................................................................

Operator: And that concludes today's conference. Thank you for participating. You may now disconnect.





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