Greg Case - President & CEO Christa Davies - CFO.

Brian Meredith - UBS Adam Klauber - William Blair Dan Farrell - Sterne Agee Paul Newsome - Sandler O'Neill Elyse Greenspan - Wells Fargo Michael Nannizzi - Goldman Sachs Jay Cohen - Bank of America Merrill Lynch Meyer Shields - KBW Kai Pan - Morgan Stanley Charles Sebaski - BMO Capital Markets.

Good morning and thank you for holding. Welcome to Aon Plc’s First Quarter Earnings Conference Call. (Operator Instructions).

I would also like to remind all parties that this call is being recorded and 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 statements that are subject to certain risk and those that are anticipated information concerning risk factors that could cause such differences are described in press release covering our first quarter results, as well as have been posted to our website.

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

Thanks very much and good morning everyone. Welcome to our first quarter 2014 conference call. Joining me here today is our CFO, Christa Davies. Consistent with previous quarters, I'd like to cover three areas before turning the call over to Christa for further financial review.

I would note that there are slides available on our website for you to follow along with our commentary today. First is our performance against key metrics we communicate to shareholders. Second is overall organic growth performance. and third is continued areas of strategic investment across Aon. On the first topic, our performance versus key metrics.

Each quarter, we measure our performance against the four metrics we focus on achieving over the course of the year, grow organically, expand margins, increase earnings per share and deliver free cash flow growth. Turning to Slide 3. In the first quarter, organic revenue growth was 2% overall, driven by solid growth across Risk Solutions.

Operating margin increase 30 basis points primarily reflecting strong margin improvement in our Risk Solution segment. EPS increased 15% or $1.28 reflecting strong operating performance, a lower effective tax rate and effective capital management.

And last free cash flow decreased 60 million in our seasonally weakest quarter as solid underlying performance was more than offset by timing of certain payments in the quarter. Overall our results reflected solid start to the year driven by strong performance in Risk Solutions and double digit earnings growth.

As we invest in innovative solutions and strength our industry-leading platform the long term growth, strong free cash flow generation and increased financial flexibility.

We’re returning a record amount of capital to shareholders highlighted by the repurchase of 600 million of ordinary shares in the quarter and the recently announced 43% increase in our quarterly cash dividend. Turning to slide 4, on the second topic of growth, I want to spend the next few minutes discussing the quarter the growth of our segments.

In Risk Solutions, organic revenue growth was 3% reflecting solid growth across all businesses. As we have discussed previously we’re driving a set of initiatives that are strengthening underlying performance and positioning our risk solution segment for long term growth and improved operating leverage.

With management of our renewal booked through client promises and retention rates of more than 90% on average highlighting strong client satisfaction in retail brokerage.

New business generation of more than 240 million across our retail business with double digit new business growth in many markets globally across Latin America, Asia and the EMEA region.

Investments in innovative technology and service capabilities with the growth of GRIP and Aon Broking deliver increased operating leverage and in our core treaty reinsurance business net new business trends have now been positive for 12 consecutive quarters or three full years, a truly outstanding performance reflecting Aon Benfield's long-term value proposition for clients.

Reflecting on the individual businesses within Risk Solutions, in the Americas, organic revenue growth was 4% a solid performance to strike despite a strong comparable in the prior year quarter.

Exposures continue to be relatively stable across the region and the impacts from pricing was modestly positive on average reflecting a steady pace of market impact. We saw growth across all regions, U.S, retail, Latin America and Canada including growth across all businesses, property casualty, health and benefits and Affinity. In U.S.

retail growth was driven by solidly business generation while strong management of the renewal portfolio drove growth in Latin America and Canada. In International organic revenue growth was 3%, exposures continue to be stable and the impacts on pricing was modestly negative on average driven by continuous softness in many regions across Europe.

Results reflect strong growth across emerging markets in Asia with solid growth in number of other markets, New Zealand, Germany and France to name a few.

In Continental Europe with leadership positions across this region we continue to deliver solid growth against the same economic and market headwinds driven by strong management of our renewable portfolio and new business generation in a number of countries.

Well macroeconomic conditions still remain relatively fragile across many core markets; we’re seeing signs of economic stabilization in this region. In reinsurance, organic revenue growth was 3% compared to 1% in the prior year quarter.

Results were a bit stronger than anticipated driven by solid growth in (indiscernible) replacements and capital markets transaction advisory services which tend to be lumpy quarter-to-quarter. In treaty as mentioned before net new business won was positive for the 12th consecutive quarter offset by an anticipated unfavorable market impact.

As we have previously noted record capacity continues to be available to meet demand and cedents are retaining more risk, driving expected negative market most notably in the U.S. Absent in an event in the industry, macro factors will continue to be a headwind in the balance of 2014.

Against those headwinds, we expect our results to reflect flat to modest growth for the full year highlighted by continued positive net new business trends and growth at our capital markets and advisory transactions business.

Overall, this level of performance and strength in new business generation reflects Aon Benfield's unmatched level of investment and long-term value proposition for clients, while strengthening operational performance and reducing volatility through unmatched data, analytics and advisory capability.

Turning to HR Solutions, overall, organic revenue growth was 1% similar to the prior year quarter with modest growth across both consulting and outsourcing. Underlying performance in the first quarter reflects growth in areas where we’re making investments in the business, including HR BPO, investment consulting and delegated investment solutions.

These investments reflect Aon Hewitt's client leadership, understanding an influence of market trends and the long-term issues that face our clients as health care reform, health care costs and the associated financial risks continue to rise unchecked 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 a local level.

Managing and transferring risk across and against pension schemes that are increasingly frozen and largely underfunded. Turning to the individual businesses within HR Solutions. In Consulting Services, organic revenue growth was 1% similar to the prior year quarter.

Underlying results reflect solid growth in compensation consulting and across our retirement business for investment consulting and delegated pension management services.

Despite continued economic weakness in Continental Europe we’re capitalizing on high demand areas for our clients around the globe on the effective regulatory changes in the retirement space and the increased IPO market activity and mergers and acquisitions.

Results in the quarter include an anticipated unfavorable timing of revenue in compensation consulting, that will be recognized in the second half of the year. For the full year we continue to expect low to mid-single digit organic growth across consulting services. In Outsourcing, organic revenue growth was 1% similar to the prior year quarter.

We saw modest growth in HR BPO driven by new client wins and in benefits administration we saw modest growth driven by demand for discretionary services, partially offset by certain client losses that have become less of a headwind throughout 2014.

For the full year we would expect stronger organic growth in outsourcing, we’re taking into consideration of seasonality of revenue recognition in the health exchanges. Slide 5 highlights the third topic, areas of investment.

Aon has a unique position and strong track record of developing innovative solutions to help solve problems that create differentiated value and 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.

A few examples include, in Risk Solutions, we're investing in client leadership with the international rollout of the Revenue Engine and Client Promise to drive greater productivity and efficiency. We're investing in innovative technology, such as the Global Risk Insight Platform.

GRIP is the world's leading global database of risk and insurance placement information, now capturing over 2 million trades and over a $100 billion of bound premium. We continue to have a growing client list of insurance carriers utilizing the platform for its analytics and services capabilities.

In addition, we're driving our Aon Broking initiative to better match client needs with insurer appetite for risk, as highlighted by our ability to package similar risks and place substantial programs and facilities into the market on behalf of clients. Our sidecar facility with Berkshire Hathaway was a first to market solution in this area.

The ability to accurately match clients with the right sources of capacity is becoming increasingly important with the growing contribution of third party capital in the market. And we continue to align our global health and benefits platform to better capitalize on our global distribution channel and the brokerage capability.

And we’re investing in further development of data and analytics capability at Aon Benfield to strengthen our already industry-leading, client-serving capability.

A great example of this is our Impact Forecasting Center, the only catastrophe modeling center integrated slowly into a global reinsurance broker which enabled us to provide real time information on catastrophic events and analyze the financial locations for our clients as incidents unfold.

And finally we’re expanding our footprint through tuck-in acquisitions that either increase scale in emerging markets or expand capability to better serve clients. In HR Solutions, we continue to invest in innovative solutions and high growth areas.

We’re expanding solutions to derisk pension plans and are seeing tremendous growth in our delegated investment solutions which will fulfill our clients’ needs for faster execution of their investment strategies.

These investment solutions are also helping us expand our services and other asset pools such endowments, foundations and insurance companies.

We’re also providing a broader set of advisory and advocacy solutions to our clients' employees to enable greater choice and improve decision making on their retirement options especially important is regulatory changes around the world require more involvement from individuals.

We continue to make significant investments to support future growth and strengthen our industry leading position in health exchanges through active employees and retirees. As part of our comprehensive portfolio of health solutions covering the full spectrum of benefit strategies.

Nearly 1 million employees, retirees and their eligible dependents will serve through Aon suite of health exchanges for coverage in 2014.

The clients on our active exchange, the average cost increase in fully insured premium for 2014 was 5.1% including fees associated with the Affordable Care Act which compares favorably to industry data reflect in the average healthcare cost increase for large U.S.

employers for comparable plan designs which was approximately 6% to 8%, an outstanding result as not only benefiting and bending the cost curve for healthcare for clients but eliminating the volatility previously associated with our self-insured medical plans.

Equally important, client satisfaction through the enrollment period was outstanding with 87% of employees have been likely the ability to choose among multiple carriers with great transparency and comparable information.

Overall our pipeline of total (indiscernible) we expect enroll in 2014 continues to grow and we look forward to updating you on our progress later this year when our primary sale cycle has ended.

We also continue to invest in our industry leading benefits and administration solutions, technology platforms including expenses mobile solutions in cloud based outsourcing solutions. And finally with strength in our international footprint to support our global workforce with investments in key talent and capability across emerging markets.

In summary, we delivered organic revenue growth across both segments. Expanded margin while continuing to make strategic investments that will drive greater long term growth and operating leverage and deliver double digit earnings growth as well as a returning record levels of capital to our shareholders.

Moving forward we are firmly on track to improve the operational performance, and significantly increase financial strength in 2014. With that said I’m now pleased to turn the call over to Christa for further financial review.

Christa?.

Thanks so much Greg and good morning everyone. As Greg noted our first quarter results reflect a solid start to the year with strong operational performance and effective allocation of capital highlighted by the repurchase of 600 million of ordinary shares in the quarter.

I would note this is more share repurchase than we have done in any quarter since 2008. Now let me turn to financial results for the quarter on page 6 of the presentation. Our core EPS performance excluding non-cash intangible asset amortization increased 15% to a $1.28 per share for the first quarter compared to a $1.11 in the prior year quarter.

Results from the quarter reflect strong operating performance in our risk solution segment, a lower effective tax rate and effective capital management. Lastly foreign currency translation had no material impact on EPS in the quarter.

Its currency were to remain stable at today's rates, we would expect a modest unfavorable impact in each quarter for the rest of 2014. 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 increased 110 basis points to 23.6%, and operating income increased 6% versus the prior year quarter. Margin expansion in the quarter was driven by organic growth across all major businesses, $11 million of restructuring savings and underlying expense discipline.

Let me spend a moment on the formal restructuring programs, key initiatives that have enabled in concurrent funding of investments and long-term structural margin expansion. Under the Aon Hewitt program, approximately $99 million of estimated savings will be achieved in Risk Solutions.

Approximately $80 million of the cumulative savings have been achieved under the program to-date, with the remaining $19 million to be achieved by the end of 2014. We have incurred a 100% of the charges necessary to deliver the remaining savings.

In Q1, we delivered solid underlying operating performance in Risk Solutions, despite continued economic uncertainty in a number of regions around the globe and an unfavorable market impact in reinsurance placing us firmly on track for margin expansion for the full year and continued progress towards our long term target of 26%.

Turning to the HR Solution segment, organic revenue growth was 1%, operating margin decreased a 100 basis points to 13.3% and operating income decreased 6% both at the prior year quarter.

Modest organic revenue growth and restructuring savings from the quarter were more than offset by an increase in expense to support our future growth in our healthcare exchange business and as Greg previously described an anticipated unfavorable impact from timing of certain revenue in our consulting business.

Our first quarter results were exactly in-line with expectations and management’s guidance previously provided to the HR Solutions business.

With respect to the Aon Hewitt’s restructuring program approximately $280 million of the $303 million in total cumulative savings has been achieved under the program, with the remaining $23 million to be achieved by the end of 2014.

As discussed in the previous quarter we provided commentary regarding the outlook for HR Solution segment in 2014 and that outlook is unchanged. For HR Solutions in 2014 we expect to number one deliver organic growth, number two, generate greater scale and improve returns from investments.

Number three; deliver remaining savings related to the restructuring program.

And number four deliver greater than mid-single digit operating income growth and further margin expansion towards our long term target of 22% with the patenting unchanged, down in the first half both Q1 and Q2 and up in the second half flat in Q3 and up substantially in Q4.

Now let me discuss a few of the line items outside of the operating segments on slide 9, unallocated expenses increased $2 million to $43 million reflecting an increase in long term employee incentive compensation programs. Interest income increased $1 million to $2 million.

Interest expense increased $6 million due to an increase in total debt outstanding and cost associated with certain derivative hedging programs. Other income of $1 million primarily includes gains on certain long term investments.

Going forward we expect the run-rate of approximately a $1 million per quarter of interest income, $45 million of unallocated expense and $60 million of interest expense per quarter. Turning to taxes, the effective tax rate on net income from continuing operations was 18.9% compared to 26.1% in the prior year quarter.

The effective tax rate in the first quarter of 2014 was favorable impacted by changes in the geographic distribution of income and is in-line with our previous expectation of more than 500 basis point reduction over the long term.

However, potential unfavorable discreet tax adjustments in future quarters of 2014 could cause the effective tax rate to the full year 2014 to be higher than the effective tax rate reported in Q1, 2014 of 19.9%. Lastly average diluted shares outstanding decreased to 307.2 million in the first compared to 320 million in the prior year quarter.

The company repurchased 7.2 million Class A ordinary shares for approximately 600 million in the first quarter. The company has 2.3 billion of remaining authorization under its share repurchase program. Actual shares outstanding on March 31, were 296.5 million [ph] and there are approximately 9 million additional diluted equivalents.

Estimated Q2, 2014 beginning diluted share counts is approximately 305 million subject to share price movement, share issuance and share repurchase. Now let me turn to the next slide to highlight our strong balance sheet and cash flow on page 10.

At March 31, 2014 cash and short term investments were 678 million and total debt outstanding was approximately 4.7 billion. Overall debt to capital increased to 37.4% at March 31 compared to 35% at December 31, primarily driven by an increase in total debt outstanding. In Q1, cash flow from operations decreased by $65 million to a use of $11 million.

The first quarter is historically our seasonally weakest quarter from a cash flow perspective due primarily to annual incentive compensation payout. Organic growth and $64 million of unfavorable timing more than offset solid underlying working capital performance and a decrease in both pension contributions and cash taxes in the quarter.

We would expect the impact from unfavorable timing to reverse itself in the second quarter. Free cash flow as defined by cash flow from operations, less CapEx decreased by $60 million to a use of $66 million in the first quarter driven by a decrease in cash flow from operations partially offset by a $5 billion decrease in CapEx.

Turning to the next slide to discuss our significant financial flexibility. We value the firm based on free cash flow and allocate capital to maximize free cash flow returns. There is three primary areas that will contribute to our goal of doubling free cash flow to more than 2.3 billion annually within the next 3 to 5 years.

From the chart in the presentation based on current assumptions we expect annual free cash flow to increase by over 600 million over the next five years based only on a reduction in cash used for pensions and restructuring.

Combined with growth in the core business, further margin expansion and a reduction in the overall effective tax rate we’re well on track to achieve our expectations for substantial cash flow generations.

Regarding our underfunded pension plans, we have taken significant steps to reduce volatility and liability as we have closed plans for new entrants, frozen plans from incurring additional benefits and continued to derisk certain plan assets.

We currently expect contributions to decline by roughly a 138 million to 385 million in 2014 and continue to decline thereafter.

Regarding our restructuring plans, cash payments were 152 million in 2013 as all charges related to restructuring program have now being incurred would expect cash payments to decline by 54 million to approximately 98 million in 2014 and decline significantly each year thereafter.

In summary, our first quarter results reflect a solid start to the year with strong operating performance and effective capital management placing us firmly on track to generate more than 2.3 billion of annual free cash flow over the next 3 to 5 years.

Combined with a strong balance sheet and significant financial flexibility, we have positioned the firm for significant shareholder value creation in 2014 and beyond. With that I would like to turn the call back over to the operator for questions..

(Operator Instructions). And our first question comes from Brian Meredith with UBS. You may ask your question..

Hey Christa I guess a couple of questions for you here, the first one, I was hoping you could elaborate a little bit on your comments with respect to the tax rate and some discreet tax adjustments we will see here going forward, perhaps you can give us some thoughts and kind of where the tax rate could potentially end up for the year?.

I think the comments I made in my prepared remarks were essentially that the rate we saw in Q1, 2014 we may expect the full year rate of 2014 to be higher than that Q1, 2014 rate of 18.9%.

Brian we’re not giving specific guidance for 2014 but what I can say is that the full year tax rate could be higher because of unfavorable discreet tax adjustments in future quarters and if we looked at 2013 we did have 200 to 300 basis points of unfavorable impact from discreet tax items..

So you are saying higher than the 18.9% not necessarily higher than last year?.

Correct. That’s right..

And then the second question Christa I wonder if you could talk a little bit about share buyback in the quarter. Little surprised that how high it was particularly given this is your weakest cash flow quarter.

Is this something that we could expect going forward that despite the weak cash flows you generally have in the first quarter, you could have significant share buyback?.

Yes Brian, we would actually say that if you looked at the share repurchase in the quarter it was higher than we expected and it's higher than we would normally do in Q1 given it is our seasonally weakest quarter, we did take a significant amount of cash off the balance sheet and so that was a big portion of what you saw contributing to that share repurchase for the quarter.

As we think about the rest of the year we would not change expectations for share repurchase and we would really say it, we think about overall cash flow allocation, return on capital the way in which we allocate free cash flows as you know and share repurchase remains our highest return on capital use of cash..

The fact that you bought back so much stock, this is for Greg also, reflect your investment spend you anticipate for the year as well as maybe what’s your thoughts are on the M&A environment here?.

Yes so I guess what I would say Brian is we definitely have a discounted cash flow view of the firm and we repurchased stock based on that discounted cash flow view of the firm and so what you’re seeing in Q1 is definitely a reflection of the value we see at Aon and how much we think it's going to grow overtime..

Greg Case:.

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Thank you. Our next question comes from Adam Klauber with William Blair..

On health exchanges benefit administration segment, from what we understand this selling season actually kicked off pretty early, it actually kicked off real more year-end I guess, when is that so and along with that I guess clients comfort level looking at new benefit platforms compared to year ago..

I would say Adam this is really a conversation we have with clients all the time, there really is that a defined selling season per say.

There is a decision point where clients have to get comfortable if we’re going to make different changes that they really are comfortable to explain and make sure their employees know exactly what they are doing to really enforce the benefits they are providing.

So that’s really a continued, I would say the activity as you wanted to think about that continues to be very, very strong.

Our clients are excited about the opportunities to support their employees more effectively and take some steps to think about their overall cost curve and how they can shape that in context of really serving their employees better..

And just one follow-up, it seems like this business is relatively seasonal, that obviously a lot of enrollment season comes year-end and implementation of new systems comes couple of months before that.

How are you trying to smooth out some of that infrastructure, some of that seasonal infrastructure?.

Well I would say couple of things, first of all remember this is an investment we’re making in the business that’s growing well and there are a set of characteristics that the revenue is captured more in the fourth quarter and lot of the investments are in the first, second, third quarter as you ramp up and part of the reflection now it is our success and actually bringing clients onboard and we’re making investments to do that.

So we’re quite comfortable with this, we have a high degree of predictability in terms of what’s going to happen which is why we’re comfortable saying we’re going to grow operating income mid to greater single digits for the year which is what we’re thinking about overall..

And so absolutely greater than mid-single digit operating income growth for the year and as we think about this Adam we really think about it on the full year basis and we continue to make progress on health exchanges each year that goes on a return on the original investments we made and as Greg described in terms of you know client and pipeline and the experience that our clients had in 2013 which was very impressive and Greg referred in his original comments of having cash flow was only 5.1% compared to an industry average of 6% to 8%.

So a significant benefit the clients are achieving, it's part of the exchange..

And all it really does is reflect against this annual view on the financials how do we strengthen our business to serve clients more effectively is to represent one really important step in that direction and we will continue to do that to support our clients and ultimately really drive the financial performance that comes with that..

And one just quick final, and am I right in thinking that as the book of exchange client seasons, in other words clients that are on the exchange 1-2 years, does the margin go up on the season book of business compared to the new business?.

Well there is obviously clearly a set of ramp up cost that comes with bringing new clients on board, ramping them onto this.

So yes overtime you can expect to sort of see that trend in the underlying business which we fully expect but I would emphasize we’re very comfortable with the upfront investment required to do that for two reasons, one is the absolute fundamental benefit they were bringing to our clients, their employees and also obviously the resulting financial the result that comes with that when you’re supporting clients..

Thank you. Our next question comes from Dan Farrell with Sterne Agee..

Just a question reinsurance, brokerage and the solid organic this quarter, you mentioned good new business wins and I’m wondering if you could talk about, do you feel that’s coming from share gains from peers, share gains from the direct market or do you think it's driven by an expansion of the pie that might be happening from alternative capital or geographic expansion or anything like that, just a little more color on there..

Our fundamental position that really resulted in the specifics are, when we look at our treaty business we captured a very micro level sort of wins and losses and for 12 consecutive quarters now that has been very positive or have been positive for three full years and that is a function of about everything.

The buy sort of we look at in terms of how we think about helping clients succeed, how do we help improve the return on invested capital, reduce our volatility and that comes from lots of different categories and whether it's in a classic treaty business where we have got the number one platform or in faculty, also the number one platform or in the whole world around capital markets in transaction and advisory services where we got the number one platform.

Those three capabilities we bring to our clients on an integrated basis and our goal is not a product based goal it is a client value based goal. How do we help them improve performance? And decrease volatility? And that’s what’s led to what we believe is strong traction of the business and will continue to be going forward. .

And then just one follow-up, on the capital markets side can you talk a little bit more about trends there and maybe talk about the impact that that had on the quarter as well?.

Well as we said before, as you think about sort of we thought we will kind of be modestly positive for the year overall, we came a little stronger in the quarter that was due to facultative and some of our transaction advisory business which tends to be lumpy with little more in the first quarter but we don’t change our view for the year kind of modestly positive for the year, overall and when you think about sort of the impact on capital markets and this whole new transactions advisory piece, it could be very important particularly as alternative capital comes into the market place and if you think about it we reported a level of capital of 540 billion and it's literally an all-time high, up 7% from year-end 2012 and probably underlying that 540 billion is about 50 billion in alternative capital in the context of that just over 9%.

We expect that to be a 100 billion over the next 3, 4, 5 years. So a lot of dynamics happening that our clients did react to which means we have to help and think about it and react to that which is one of the real strengths of what we bring to the table and why we’re excited about this platform and how we can help clients going forward..

Just one really quick item, to just on the tax rate again and the discreet items that you talked about that could happen later this year. Are those unusual items or do you think there are things that can recur again? I’m just trying to just think about 2015 trend relative to ’14..

Yes I mean discreet tax adjustments happen every year and as I mentioned we had a 200 to 300 basis point unfavorable impact from discreet tax adjustments in 2013. There are things like prior period adjustments as we continue to close out, audit and some things like that around the globe and so I would expect them to continue..

Thank you. Our next question comes from Paul Newsome with Sandler O'Neill..

Is there a way to look at the organic growth in HR Solutions if we back out the impact of the timing issues as well as the exchanges?.

If you back out the impact of the timing, it's approximately 4% underlying to the quarter and it's very similar to some of the low to mid-single digit growth that we would expect in HR Consulting for the year and similarly for the overall HR segment for the full year..

Greg Case:.

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And then little bit broad question, you and Gallagher actually mentioned this in their earnings earlier that the organic growth for your business seems to be increasingly backend loaded and is that purely a function in your opinion of what’s going on with the exchanges and maybe even talk about mechanically why that’s happening but also are there other factors that are affecting the organic growth from your business that means that you’re just seeing more revenue shift basically towards the back half of the year..

Paul there really isn't -- there really isn't that much about sort of structural shifts on there, it really is very straight forward. When you think about our risk business nothing really has changed, we have always had a relatively fourth quarter weighted in the U.S.

from a renewal standpoint; by the way the first quarter is heavily weighted for EMEA.

So nothing has changed at all on the Risk side of the business which is a very, very large percentage of our overall business obviously and the HR Solution side that the new news [ph] here is what we’re on the exchange front which is an offering which happens to be more fourth quarter weighted which is just because the way the enrollment cycle works.

So not a lot going on here, pretty straightforward. You’re starting to see this move in HR Solutions because of the work on the exchanges..

Thank you. Next question, Elyse Greenspan with Wells Fargo..

I just had a couple of other questions on the HR Solutions business, I know every quarter we kind of see except the fourth quarter the margins offset to a degree by the investments you’re making in the healthcare exchanges.

Anyway to sort of pinpoint the level of margin improvement we might be seeing and the rest of your book just outside of the private healthcare exchanges?.

Greg Case:.

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And the other thing I would say Elyse is if you think about our healthcare exchange business we will generate a modest profit in that business in 2014 which means it's dilutive to our overall margins therefore the margins in the rest of our business are growing substantially to generate greater than mid-single digit operating income growth as Greg said for the full year..

And then just following-up you did put that modest positive earnings kind of number out there last quarter, did anything kind of happened during the enrollment season last year and looking forward that might cause you to be a little bit more positive or are you just kind of waiting for the enrollment season to potentially update your view on that side?.

Well nothing has really changed since -- last year we said we would be mid-single digit that’s exactly where we were this year, we said our mid-single digits are greater that’s exactly what we’re based on first quarter and as we said things going exactly as planned.

We’re very excited about progress and we’re looking forward to updating you once we finish the enrollment cycle..

And then just if we could spend a little bit just discussing the retail brokerage business, I know in your commentary you did point to stable exposures and some modest benefit from rate increases and I was just trying to get a little bit more of a view as we look forward for the balance of 2014 kind of how you see trends panning out there and how maybe the level of organic growth you would expect to see from here..

Maybe I will start that between sort of market view and just a thought on Aon. We track this with a Risk inside platform in a very granular level.

So we’re tracking across our regions and across the world for everything we place and we would, if we think about we’re really talking about market impact here which is a function of both price and ensured values and if you take a look at market impact overall it's flat to slightly positive and it has been flat to slightly positive for a number of quarters, we expect that for the remainder of the year.

So if you think about the overall market and the measurement called market impact flat to slightly positive and as it relates to Aon and we intend to grow our business and if it's in the environment we’re going to grow our business and we would expect -- you know what you saw in this quarter it's going to be reflected what you’re going to see for the year.

Well mid-single digit growth and against the book as we’re investing to grow as I described before..

Thank you. Our next question comes from Michael Nannizzi from Goldman Sachs. Your line is open..

Greg is it possible, maybe Christa to talk about and we haven't talked about GRIP for a little while.

I’m just curious to know how much of an impact did GRIP have on margins in risk this quarter and what’s been the take up there I don’t know if you can give us sort of notionally or how much the fee stream there has increased over the last year? Thanks..

We’re not going to break out GRIP as we haven't before and too much detail other than to say GRIP is really a function of all the efforts in data analytics investments are around improving our Aon broking capability and we have continued to get very strong uptake from insurance carriers and sort of their ability to use GRIP information to actually help them decide where they are going to make investments and get frankly do better in matching their capital with our client needs, that has worked exceptionally well and continues to do that.

The GRIP is really part of -- its really part of the overall effort to drive to a 26% and it has actually helped us do that. I would say we’re up over 30 carriers now which is continued progress it's obviously a lot more out there but sort of (indiscernible) very, very good progress and GRIP continues to contribute to grow from a margin standpoint..

Do you think you can raise prices or do you anticipate raising prices for GRIP for current or for potentially new sign ups?.

Yes this is not for us about raising pricing, the way it should perform. This is about really trying to drive value on behalf of our clients first and foremost and when we drive by on behalf of clients we’re really helping markets get better aligned against client needs.

One of the real breakthroughs on GRIP, let's just the fact that we have got the largest data base in the world around placement information but we have got colleagues who now work with our data, working with clients, our insurance carriers to help them think about how do they shape their capital and the way that’s more value added to our clients.

That is powerful that actually is what gives GRIP meaning to our insurance carriers and real meaning ultimately to our clients and that’s how we think about it..

And then in terms of the healthcare exchanges, can you -- is it possible to understand like the amount of investment you’ve made this quarter versus last year and when do you expect, I mean clearly you’re having a lot of success and you’re gaining a lot of traction.

When do you expected that sort of balancing between investing and revenue generation turn so that the margins out of exchange are consistent with the rest of your benefits business?.

Yes so what we would say is if you look back over the last two years we invested and therefore made a loss in exchanges.

In 2014 we have said that we’re going to be modestly positive and every year after that we’re going to drive greater scale and therefore greater return on those investments and we’re absorbing the investments in 2014 to drive greater than mid-single digit operating income growth in HR Solutions and so each year that growth pass by we will get greater return on that investment and we think it is a very attractive business to be in and therefore it's worth the upfront investment we’re making and as you know we do allocate our capital whether it's organic investments in healthcare exchanges and GRIP and other things or it's M&A or share repurchase or it's dividends, on a free cash flow return on capital basis and so this is one of the most attractive segments across our entire business..

It's really interesting when you think about; the exchange investment is not different than the investments we made in GRIP, the investments we made in other areas on investment consulting side.

What we are really focused on doing is make substantial organic investments where we believe they can strengthen our platform and we said we will fully absorb those investments and still improve margins or improve operating income as we’re in the HR Solutions side and margin on the Risk side.

We have to be able to absorb those and strengthen our platform and for us that’s been one of the most gratifying things over the last few years since we will be able to make meaningful investments to grow our business but at the same time grow organically and improve margins and that really is fundamental to what we think at least is for our investors..

And you think the 22% margin that you talk about on slide 8; at scale is that a reasonable goal or target for your exchange platform?.

Again the 22% and the 26% are not specific to individual areas. Really the 26% is more -- is a next step on resolutions. The 22% is the next step on HR Solutions and we feel like we’re marching towards those and we will continue to do that when we reflect on a year-over-year..

Is reinsurance, how do you think about the weakness in heading into 61 [ph] renewals and how that could potentially impact you guys before than potentially including the capital markets potential activity and thanks again for all the answers, sorry for so many questions..

We don’t provide pricing guidance in the market on the reinsurance side. It's something that’s sort of we have got a tremendous amount of data and analytics behind that we provide it directly into our clients. We think it's quite beneficial and highly competitively positive for them.

Having said that when you think about the market overall, obviously a lot of pressure out there.

The new capital I described before, a lot of pressure out there but fundamental you step back and answer the question, do clients need help from the standpoint of improving operating performance or reducing volatility? I think that continues to be yes, lots of different opportunities for them to do that and that’s where we come in whether it's on treaty or faculty or capital markets and advisory business that’s what we do.

And that’s why I said from our standpoint we expect to be flat to modestly positive for the year on the reinsurance side, top line irrespective of what’s happening in the overall market..

Thank you. Next, Jay Cohen, Bank of America Merrill Lynch..

Yes just a follow-up on the reinsurance, obviously these capital markets transactions are becoming more numerous and you guys are playing a very important rule there. When you assist one of your ceding [ph] company clients in that form versus buying traditional reinsurance.

From your standpoint is that more profitable? In other words if a company instead of buying a particular layer to the traditional reinsurance market will you place that or you underwrite catastrophe bond as a specific example same terms which approach is more profitable for you?.

So Jay I would say we don’t really think about on a product basis that way. There is a kind of clinical way you can sort of parse those up, obviously one is recurring one is not, there is a whole series of things to go into that.

We think of it very much around an overall client view, so what do we do to help that client succeed by the way very measurable operating performance, balance sheet, strength, volatility as I said before against that very specific set of metrics, what did I or we bring to the table and when we bring value to the table we have been very fortunate our clients are very clear about wanting to pass for value but they hold a very bar, they should and we want to do it for everybody.

We all need to provide guidance, if we do we’re going to do fine economically and if we don’t there all will be challenged economically but that’s exactly the bar you want if you are providing value into the market as we’re.

We want more transparency around that, more clarity around that and we think that actually serves very, very well given our privilege positions in treaty, in fac [ph] and in the capital market side..

Second question on a tax rate, you had talked about reducing the tax rate I think 500 basis points and you always said overtime. It just feels like that happened a lot faster than one might have expected.

I know the full year tax rate may not be as low as what you saw in the first quarter but still it was quite a bit lower than certainly we expected and I think others and did something change here or were you able to recognize that tax setting quicker than you might have originally expected?.

Jay I would really say that we have been on a path as you to reduce that tax rate by more than 500 basis points over the long term and the rate in Q1 is very much in-line with that sort of previous expectation and I would reinforce the point you made which is we do think that the full year rate of 2014 could be higher due to discreet tax adjustments.

And so whilst the Q1 rate is really a reflection of the geographic distribution of our income which does change from quarter-to-quarter as a mix of our business shifts and as you look at sort of the mix of our business Jay, you can see things like emerging markets have grown disproportionately higher than developed markets and then the areas in which we have disproportionately invested whether it's GRIP or healthcare exchanges or other areas have grown much faster than our core business too and so we do expect the mix to change over time as well..

So this tax rate didn’t surprise you on the favorable side at all?.

No, it's very much in-line with our expectation of the more than 500 basis points over the long term..

Jay Cohen - Bank of America Merrill Lynch:.

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Thank you. Our next question comes from Meyer Shields, KBW..

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Not really.

I mean we would say as Greg said definitely capital market transactions and facultative transactions are lumpy and therefore as we think about the reinsurance organic growth for the full year 2014 we would say we would expect it to be flat to modestly positive but these capital market transactions and in fact it's a much smaller part of our business but 85% of our revenue in reinsurance is treaty and so that is the majority of what you’re seeing in the quarter..

And obviously the margin numbers that we report are Risk Solutions margins overall and report margins on Aon Benfield and as Christa described we expect to make progress on margin in Risk Solutions in 2014, first quarter reflects progress..

Second I guess going forward if you did see this discreet tax adjustments driving the tax rate higher in future quarters in 2014 is that going to have any impact on compensation expenses either at corporate or in individual segments?.

As we think about the overall business we think about the total company results and as we look at our compensation we have actually done a lot of work on compensation to align with driving value to shareholders.

Example, you know our annual bonuses are really based on growing profit year-over-year and the stock for our senior most executive across the company is cumulative three EPSs we report to shareholders..

So nothing in sort of the overall sort of compensation structure or reward structure of our senior leadership team. It's time based, everything is performance based, very, very large percentage we do is performance based. So anything that affects performance is going to ultimately affect compensation..

Last question if I can, is there any breakthrough from the significant dividend increase in terms of the relative effectiveness of share repurchases?.

Obviously you can see we did more share repurchase in Q1 in 2014 than we had since 2008 and as I said earlier share repurchase remains the highest return on capital we have in terms of uses of cash and look I would just say that the dividend increases are third year of increase of dividends and we returning capital to the shareholders and we will continue to you know to go on that path..

Thank you. Our next question comes from Kai Pan with Morgan Stanley. Your line is open..

I’ve two questions; one is just on the margin side. You have 3% organic growth in Risk Solutions; you showed a 110 basis point margin improvement. I’m just wondering if we sustain this sort of low to mid-single digits organic growth will we be able to see the continuing margin expansion in the Risk Solutions..

Yes we absolutely think that’s the case.

If you think about sort of we expect mid-single digit organic revenue growth in Risk Solutions in calendar year 2014, if you look at our underlying expense save, you know it's mostly people, there are largest expense, you know you would see a natural sort of inflationary impact of let’s call it 2% growth in expenses therefore even a 3% organic revenue growth level we can absolutely drive margin expansion that’s what you saw in calendar year 2013 and that’s what you have seen in Q1, 2014..

Then on the margin and the HR side, you have put out long term target 22%, I guess before the long term healthcare has changed.

I just wonder the outlook for the private healthcare exchange and the margin of the business will that be sort of like increasing or sort of like be above your long term target for the business 22%?.

We absolutely believe that the returns on the healthcare exchange business will help us achieve our 22% margin target in HR Solutions. We haven't given specific long term margins for our healthcare exchange business but we have said that it's one of the best return on capital opportunities across the firm.

Obviously the profile of this investment is we’re making significant investments on behalf of clients upfront and we expect to return that overtime..

And lastly on the buyback the source of fund, so I just wonder could you remind us like how much of your cash (indiscernible) was sitting in the U.S. versus international and how do you funded the buyback and through like increasing through like debt or from operating cash flow from the U.S.

operations?.

Yes so as we think about our cash flow we really have a central sort of treasury operation, it's a combined cash pool that’s a result of our moving to the UK in April 2012 and so we really think about it as a common cash pool.

If you look at how much of the share repurchase was funded from cash and short term investments on the balance sheet you saw at year-end 2013, cash and short term investments were about a $1 billion and it has come down to 678 million and so that gives you a sense that 322 million roughly came off the balance sheet.

So that was a significant portion of the share repurchase contribution.

I don’t know if answered every part of your question?.

Yes so if I just wonder of these the share buyback has to use the cash available in the U.S.

right?.

Yes we don’t think about it like that, we have a globe cash pool..

Thank you. Our final question comes from Charles Sebaski with BMO Capital Markets. Your line is open..

I just wanted to get an idea of the investment profile that you’ve been talking about in HR Solutions and just sort of is that in people or is that in technology or infrastructure and sort of how does the level of investment is being made this year compared to 2012 or 2013 when we think about how that business and that investment is ramping up overtime?.

Greg Case:.

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I guess my question is when you say those investments I mean are those people, are those teams being hired or is that infrastructure and technology? Like I’m just trying to understand when you say investment are you referring to the people you’re putting in since it's such a people heavy business or is this technology and infrastructure type investments?.

It's mostly people.

It's also technology and infrastructure, so if you think about the healthcare exchange business it's people, it's process and it is a significant amount of technology in the platform to run a scale and so but the majority of the investment is people to service clients and that’s exactly what we’re doing and so as we think about the client growth each year the underlying expense size is going to increase because we’re serving far more clients in talent [ph] in 2014 than we did in 2013.

But as we said the profitability is improving each year and the return on capital is improving each year..

And then just one other question on compensation overall, normally first quarter seems to be a higher compensation quarter on a relative basis and the compensation growth seemed a bit lower this year and I was just wondering if there is anything that has gone into that or any change on the compensation make up corporate wide?.

Yes so as we think about our compensation programs corporate wide we put in place a number of years ago as Greg described aligning our compensation programs with performance as delivered to shareholders whether that’s operating income growth, year-over-year or whether that’s cumulative EPS growth or free cash flow growth and they have -- compensation programs have not changed over the last couple of years.

We think they have aligned management incentives with shareholder returns and therefore we have kept them stable..

Was there any benefit to the level of compensation for the company from the restructuring program? I mean I guess given the returns and the hurdles you guys have hit I would have expected compensation growth to sort of stay more in-line with last year as opposed to the growth slowdown, that’s all I’m trying to understand..

I mean we obviously as we invested in restructuring we did get a return in terms of reduced compensation from those programs but we’re balancing investments in restructuring both in investments and organic ideas for the business with all of our other opportunities for investing across Aon and so I wouldn’t say that’s particularly out of line with trends in previous years..

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

I just want to say to everyone thank you very much for participating with us today. We look forward to the call next quarter. Thanks very much..

Thank you. Thank you all for attending today’s conference. You may now disconnect..