Gregory C. Case - President, CEO & Executive Director Christa Davies - Chief Financial Officer & Executive Vice President.

Adam Klauber - William Blair & Co. LLC David Anthony Styblo - Jefferies LLC Sarah E. DeWitt - JPMorgan Securities LLC Elyse B. Greenspan - Wells Fargo Securities LLC Brian Robert Meredith - UBS Securities LLC Meyer Shields - Keefe, Bruyette & Woods, Inc. Kai Pan - Morgan Stanley & Co. LLC Michael Nannizzi - Goldman Sachs & Co.

Paul Newsome - Sandler O'Neill & Partners LP Jay Arman Cohen - Bank of America Merrill Lynch.

Good morning, and thank you for holding. Welcome to Aon Plc's Second 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 your line at this time.

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 historical results or those anticipated.

Information concerning risk factors that could cause such differences are described in the press release covering our second quarter 2015 press release, as well as having been posted on our website. Now, it is my pleasure to turn the call over to Greg Case, President and CEO of Aon Plc..

grow organically, expand margins, increase earnings per share and deliver free cash flow growth. Turning to slide three, in the second quarter, organic revenue growth was 2% overall, with growth across both segments, highlighted by 4% growth in the Americas' retail brokerage business.

Operating margin increased 80 basis points reflecting strong operating performance in Risk Solutions. EPS increased 5% to $1.31, including $0.08 unfavorable impact from foreign currency translation, reflecting growth, operating improvement and effective capital management.

And finally, free cash flow increased 2% to $223 million year-to-date driven by a 10% increase in cash flow from operations, partially offset by higher capital expenditures. Turning to slide four, on the second topic of growth and investment. I want to spend the next few minutes discussing the quarter for both of our segments.

In Risk Solutions, organic revenue growth was 2% overall, compared to 1% in the prior year quarter, reflecting solid growth across retail brokerage partially offset by a modest decline in Reinsurance.

As we discussed previously, we're driving a set of initiatives and making strategic investments that are strengthening underlying performance and position our Risk Solutions segment for long-term growth and improved operating leverage, with management of our renewal book through Aon Client Promise and retention rates of more than 90% on average across retail brokerage.

New business generation of more than $216 million across our retail business, 17 consecutive quarters of net new business trends in core treaty reinsurance, an increased operating leverage from our investments in innovative technology and data and analytics including the Global Risk Insight Platform which now captures over 2.8 million trades and $135 billion of bound premium with more than 40 carriers utilizing the platform today.

Review, our reinsurer dashboard, combined with strategic consulting, tells reinsurers to be more effective markets for ceding company clients. And our Aon Broking initiative to better match client need with insurer appetite for risk and to indemnify structured portfolio solutions.

And finally, we're expanding our content and global footprint through tuck-in acquisitions that increase scale in emerging markets or expand capability. Reflecting on the individual businesses within risk solutions. In the Americas, organic revenue growth was 4% compared to 2% in the prior year quarter.

Exposures continue to be positive across the region, while the impact on pricing was modestly negative, resulting in continued stable market impact. We saw strong growth across Latin America, reflecting both double-digit new business generation and strong management of the renewal book portfolio.

We also generated strong growth across our Affinity business. And in U.S. Retail, we saw solid new business generation with record retention of greater than 93% for the second consecutive quarter. In International, organic revenue growth was 2%.

Exposures continue 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, with double-digit growth in many countries including Hong Kong, China, Japan and Singapore.

Results also reflect solid growth in New Zealand, driven by both new business generation and strong management of the renewal book portfolio. In Continental Europe, new business generation continued to be positive.

And with strong leadership across the region, we're well positioned to benefit from potential improvements in the macroeconomic environment. In Reinsurance, organic revenue declined 1% compared to a decline of 4% in the prior year quarter.

Results reflect a significant unfavorable market impact in the quarter as excess capital in the space continues to pressure global treaty pricing.

We saw continued new business generation in treaty placements as clients take advantage of lower pricing by purchasing more coverage and strong growth in facultative placements, partially offset by a decline in capital markets transactions.

And while the rate of price decline is decelerated compared to the previous year, a record amount of capital continues to place pressure on the market. And finally, new opportunities for growth combined with industry-leading data and analytics is positioning the business for a return to growth over the next 12 months.

Overall, across Risk Solutions, we are on track for low- to mid-single digit organic growth for the full-year 2015 as we continue to drive new business generation, strong retention and take a unified approach to serving clients across the portfolio with industry-leading data and analytics. Turning to HR Solutions.

Organic revenue growth was 2%, similar to the prior-year quarter, with growth across both major businesses and in high demand areas where we have invested in innovative solutions and client-serving capability.

These investments reflect Aon Hewitt's client leadership and in-depth understanding and influence of market trends, including continued investment to strengthen our comprehensive portfolio of health solutions, covering the full spectrum of benefit strategies and funding choices from self-insured to fully insured.

This includes our industry-leading position in healthcare exchanges for active employees and retirees and we look forward to updating you on our continued progress later this year.

Solutions to de-risk pension plans and support for delegated investment solutions as clients manage risks against pension schemes that are frozen, largely underfunded and facing regulatory changes. Investment in Software-as-a-Service models in our HR BPO business.

And finally, we're expanding our international footprint to support a global workforce at the local level, with investments in key talent and capabilities across emerging markets. Turning to individual businesses within HR Solutions. In Consulting Services, organic revenue growth was 3% compared to 1% in the prior-year quarter.

We saw continued growth in retirement consulting driven by demand for delegated investment consulting services. Results also reflect solid growth and compensation consulting and modest growth in communications consulting. In Outsourcing, organic revenue growth was 3%, similar to the prior year quarter.

We saw growth in HR BPO driven by new client wins in cloud-based solutions. Results also reflect growth in benefits administration driven by demand for discretionary services.

Overall, for HR Solutions, we are on track for mid-single digit organic growth for the full year 2015 driven by growth in high demand areas where we made investments as well as leadership across our core businesses.

In summary, our industry-leading platform of client-serving capabilities across Risk and HR Solutions combined with investments in data and analytics continues to position the firm for long-term organic growth and improved operating leverage. 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 second quarter results reflect double-digit adjusted EPS growth when excluding the impact of FX, driven by organic growth in both Risk and HR Solutions, strong operating margin improvement and effective capital management, including the repurchase of approximately 300 million of ordinary shares in the quarter.

Now, let me turn to financial results for the quarter on page six of the presentation. Our core EPS performance excluding certain items increased 5% to $1.31 per share for the second quarter compared to $1.25 in the prior-year quarter.

Certain items that were adjusted for in core EPS performance and highlighted in the schedules on page 12 of the press release include non-cash intangible asset amortization and legacy litigation expenses relating to events that primarily occurred 10 or more years ago.

Further, included in the results was an $0.08 per share unfavorable impact related to foreign currency translation due to the U.S. dollar strengthening against most major currencies. Excluding the impact of foreign currency translation, our core earnings per share in the second quarter would have been $1.39, up 11% from the prior-year quarter.

Going forward, if currency were to remain stable at today's rates, we would expect a similar impact in Q3 and a lesser impact in Q4 as we continue to work through unfavorable year-over-year headwinds. Now let me talk about each of the segments on the next slide. In our Risk Solutions segment, organic revenue growth was 2%.

Operating margin increased 150 basis points to 24.2%, and operating income was roughly flat to the prior-year quarter. Operating income included a $26 million unfavorable impact from foreign currency translation. Excluding this impact, operating income increased 6% compared to the prior-year quarter.

Strong operating margin improvement of 150 basis points reflects solid organic revenue growth, return on our investments in data and analytics across the portfolio, and a 60 basis point favorable impact from foreign currency translation.

Excluding the favorable impact from foreign currency translation, underlying operating margin improved 90 basis points in the quarter.

Overall in Q2, we delivered strong underlying operating performance in Risk Solutions despite continued headwinds from an unfavorable market impact in Reinsurance, fragile market conditions in Europe and historically low interest rates.

If interest rates were to rise, we believe we have significant leverage through improving interest rate environment, as every 100 basis point rise in global interest rates should result in approximately $45 million of investment income.

For the first six months, operating margin improved 50 basis points with no material impact from foreign currency translation.

This places us firmly on track for further margin expansion in 2015 towards our long-term target of 26%, driven by growth, return on investments, and expense discipline as we optimize our global cost structure in areas such as IT, real estate and procurement.

Turning to the HR Solutions segment, organic revenue growth was 2%, operating margin was flat at 13.2% and operating income was also roughly flat to the prior-year quarter.

Solid organic revenue growth, expense discipline and a 10 basis point favorable impact from foreign currency translation were offset by continued investments to support future growth. For the first six months, results reflect modestly better than expected performance.

Combined with our outlook for seasonal strength in the second half of the year, we are well on track for improved operating income performance for the full year and further margin expansion towards 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 were flat at $41 million; interest income increased $2 million to $4 million; interest expense increased $3 million to $68 million due to an increase in total debt outstanding. Other income of $1 million primarily includes net gains from certain long-term investments and the sale of certain businesses.

Going forward, we expect a run rate of approximately $45 million per quarter of unallocated expense, $2 million per quarter of interest income.

Interest expense in the third quarter is expected to be approximately $72 million or modestly higher than our run rate due to the overlap of the $600 million of notes placed in May to replace the notes due in September. We would expect interest expense to decline to $68 million per quarter thereafter.

Turning to taxes, the adjusted effective tax rate on net income from continuing operations, excluding the applicable tax impact associated with expenses related to legacy litigation, increased to 18% compared to the prior year quarter at 17.5%. The prior-year quarter was favorably impacted by certain discrete tax adjustments.

Lastly, average diluted shares outstanding decreased to 286.7 million in the second quarter, compared to 301.6 million in the prior year quarter. The company repurchased 3 million Class A ordinary shares for approximately $300 million in the second quarter. The company has $5.1 billion of remaining authorization under its share repurchase program.

Actual shares outstanding on June 30 were 279.8 million, and there are approximately 7 million additional dilutive equivalents. Estimated Q3 2015 beginning dilutive share count is approximately 287 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 June 30, 2015, cash and short-term investments were $851 million. Total debt outstanding increased to approximately $6.1 billion, and total debt-to-EBITDA on a GAAP basis increased to 2.5 times compared to 2.1 times at March 31, 2015.

Cash flow from operations increased 10%, or $32 million, to $365 million driven by decline in pension contributions, restructuring and cash paid for taxes, partially offset by a significant increase in cash paid to settle legacy litigation.

Free cash flow, as defined by cash flow from operations less CapEx, increased 2% or $5 million to $223 million, reflecting higher cash flow from operations, partially offset by a $27 million increase in CapEx.

The anticipated increase in capital expenditure is associated with investment in certain real estate projects as we continue to optimize our real estate portfolio globally.

Looking forward, we expect significant free cash flow growth in the second half of the year, leading to double digit growth in free cash flow for the full year 2015 including the legacy litigation impact. The increase in cash paid to settle legacy litigation in the quarter will provide a tailwind to free cash flow growth in 2016.

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 delivering $2.3 billion or more for the full the year 2017.

From the graph in the presentation, based on current assumptions, we expect annual free cash flow to increase by approximate $230 million from year-end 2014 to year-end 2017, based only on a reduction in cash used for pensions, restructuring and capital expenditure.

Combined with operating improvements in the business, lower cash tax payments and working capital improvements, we have line of sight 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 plans 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. These expectations assume no change in current interest rates. A rise in global interest rates could potentially decrease contributions further. Regarding our restructuring program, cash payments were $82 million in 2014.

As all charges related to the restructuring program have now been incurred, we expect cash payments to decline by $49 million to approximately $33 million in 2015 and continue to decline each year thereafter.

In summary, we delivered positive performance across each of our key metrics, overcoming a significant headwind from foreign currency translation. We delivered strong underlying earnings growth as we continue to manage expense and create greater operating leverage from our investment in data and analytics.

Combined with strong free cash flow growth in the second half and for the full year, we are 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 have positioned the firm for significant shareholder creation in 2015 and beyond. With that, I would like to turn the call back over to the operator for questions..

Thank you. We will now begin the question-and-answer session. One moment please for our first question. Our first question came from the line of Adam Klauber of William Blair. Your line is now open..

Thanks. Good morning, everyone..

Hi, Adam..

On HR Solutions, Christa, you mentioned that you expect solid margin expansion and growth in income.

Can we expect just – not exactly – but the range of incremental change we saw in 2014 to be roughly around the same in 2015 for both the margin and income?.

We haven't given specific guidance on operating income growth for 2015. What we can say, Adam, is we believe we will deliver mid-single digit revenue growth, operating income growth and margin expansion for the full year, and you've seen us do that in both 2013 and 2014 in HR Solutions and we're well on track to deliver that for 2015..

Okay. Okay.

And then as far as health exchanges, selling season isn't done yet, but can you comment on, I guess, activity in selling season in 2015 versus 2014? Is activity around the same, better or worse, just as far as the flow of opportunities? And also, how big of a deal is the Cadillac tax in conversations this year?.

Well, Adam, let's start really with the overall topic here, is really around health solutions when you think about what's out there, and we continue to see strong interest across-the-board, whether they're exchange solutions or bundled solutions for that matter. And this is really across all client segments, needs, et cetera.

And so from our standpoint, there's been a lot of interest, continues to be a lot of interest in the pipeline around these sets of discussions. And it really gets to your second part of your question around what's driving it. It's really demand. Overall, health continues to deteriorate a bit and per unit cost healthcare continues to go up.

And against that, our clients are struggling to try to deliver for their employees in the best way they possibly can, but also try to bend the cost curve a bit. Cadillac tax is out there on the horizon. One doesn't know exactly how it's going to get resolved, but it certainly represents another piece of potential risk and challenge for them.

So all these things are a bit of a catalyst to have clients really try to address these issues and try to understand how they can bring best solutions for it. And from our standpoint, we administer health benefits for 10 million covered lives, 1.2 million of which are on the exchange. By the way, that's self-insured and fully insured.

And we see a lot of positive activity against that, and expect that'll continue into 2016, 2017 and 2018 as well.

Okay. And then finally, I think you mentioned that you expect strong free cash in the back half.

Is that, potentially we'll see corresponding pick-up in share repurchase in the back half also?.

Yes..

Okay. Thanks a lot..

Sure..

Thank you. Next question came from the line of Dave Styblo of Jefferies. Your line is now open..

Good morning. Thanks for taking the questions..

Sure..

I want to start out just, again, kind of focusing a little bit more on the second half. I know we just talked about HR Solutions and organic growth mid-single digits that implies an acceleration.

Can you just parse back some of the driver there? Is that some exchange-related activity or other things that you're seeing in the pipeline since the comps are pretty tough year-over-year on that.

And then, also, on the other side of the business in Risk Solutions, can you maybe just give us a little bit more of a range of how you're thinking about the organic growth and especially how Reinsurance fits into that? I think I heard you say that you expect growth to improve, but I wasn't really clear if that was more imminent or something a little bit longer term..

Sure. So Dave, I'll start on HR Solutions. Our HR Solutions business, the seasonality of that business is always second half weighted and will remain that way for the foreseeable future for us, in both the consulting and the outsourcing businesses.

So, in the consulting business, you did see a change in patterning last year, particularly around compensation consulting. And so, you'll see that happen predominantly in the second half of the year. And then obviously, on the outsourcing side, our healthcare exchange business is a much more Q4-weighted activity.

And so the patterning you saw in 2014 and 2013 will repeat in 2015, meaning the revenue growth is much more second half weighted. So, that definitely is why we feel very good about the growth in the second half of the year, and we can see that in our pipeline today. On the Risk side, I would say similarly, we feel really good about the Risk growth.

And we're on track for low- to mid-single digits in Risk Solutions overall. And as Greg said, Risk growth in the first half of 2015 was better than Risk growth in the first half of 2014. And so, we're well on track to deliver great growth across Risk Solutions..

I wouldn't add much to that, David. If you think about the quarter, Christa was describing, we essentially – it's another of quarter progress. Our view is we're going to deliver exactly – nothing has happened in the first half of the year that changes our view for the full year, so this is a low- to mid-single-digit range.

I would say from an Aon Benfield standpoint, you'll note my comments, I said this is a sector that obviously has been under some pressure given, frankly, our tremendous position in it and the price pressure that's been on it.

But we've talked about this segment returning to growth in 2016, and we anticipate it's going to do that, and also see a number of the investments we've made in the business to create operating leverage, in fact, doing exactly that. So, I'd point to the 4% organic in the Americas, and in particular, the U.S.

number, around 93% retention for the second consecutive quarter. This is actually tremendous progress and we think that's going to continue. All these things are to just underscore and increase our confidence, and our ability to deliver the growth targets we talked about at the beginning of the year..

Excellent. That's helpful. And then maybe just piggybacking off the Risk conversation there, maybe it's attributable to the higher retention as well of some of the programs that have been going on and investing in, but the margins were up very nice year-over-year, I think, 150 basis points to 90, excluding FX.

Can you spike out anything unusual one-timers either last year to remind us or this year besides the core improvement that you're doing? And on the core side, is that more of a function of the Aon Broking initiative or the revenue engine to get a higher share of wallet? Or are there other contributors that are helping just strictly on the operating expense side?.

Yeah. The key message, I think, you started with is foremost here, which is we will continue to invest in the business, improve operating leverage, and increase margins as a result of that. And we're able to do that if – at each incremental level of growth – and you're seeing us actually play that out.

We'd highlight, by the way, this is about a year for us. It's not about a single quarter. On a single quarter, 150 basis points is correct, but by the way, we'd back out all the FX pieces against it and say it's closer to 90 basis points for the quarter, but really 50 basis points for the first half.

So, our view is we're making good, solid progress on margin improvement. We are going to continue to do that through the course of 2015. And what this quarter did was, it didn't change our expectation, just reinforced our ability to do that on our march toward 26%..

Okay. And then lastly, just on the free cash flow. You're obviously reaffirming that for 2017, and that's in light of the FX headwinds and the challenging macro backdrop when you initially set the guidance.

I'm wondering relative to your initial expectations, have you had material upside to what you were originally thinking? And I'm also wondering how bad conditions might need to get for you to fall short of that free cash flow goal.

In other words, maybe you can give us a little more color about the assumptions for organic growth, FX and margin expansion within that, for 2017..

continued organic growth and margin expansion of the business; declining cash contributions to pension; restructuring and tax; and then improvements in working capital. And we feel really good about the improvements we're making in the first half of 2015 with 2% growth in free cash flow.

And we're on track to do double-digit free cash flow growth in 2015 including the litigation settlements, and we'll have extremely strong cash flow growth in 2016 and 2017. So we feel really good about the path there..

And in respect – if you think about the quarter – the new news for the quarter is this continued positive sort of progress on the cash-generating capability, as Christa's describing.

So, overall, top-line revenue, exactly where we thought it would be, same with margin but the cash flow generating engine against all the headwinds you've highlighted, candidly, continues to strengthen, and we see that continuing through 2015 and in 2016 and 2017..

Okay. Thank you very much..

Thank you. Our next question came from the line of Sarah Dewitt of JPMorgan. Your line is now open..

Hi. Good morning..

Hi, Sarah..

On the share buybacks, how should we think about the pace of that for the rest of the year, and should the full year 2015 be lower than the full year 2014 given where we're running year-to-date?.

Yes. So, full year 2015 share repurchase should be lower than 2014 because if you recall, Sarah, there were two unusual sort of sources of cash, which contributed to higher than normal share repurchase than 2014.

The first was we had $300 million of excess cash on the balance sheet at year-end 2013, which we used in share repurchase in the first quarter of 2014. And the second was we increased leverage during the year by $1.1 billion.

And so, share repurchase for the full year 2015 will be lower, but as I described earlier, I think our cash flow is seasonally higher in the second half of any calendar year, and therefore we expect stronger share repurchase in the second half of the year..

Okay, great. And then on the private health exchanges, could you just talk a little bit qualitatively how the selling season is going? It sounds like we're hearing from others that maybe some large employers might be deferring, or you might be seeing more adoption on self-insured exchanges versus fully insured.

So if you could talk about any of those trends, that'd be helpful..

Yeah, we would say overall, Sarah, as I mentioned before, really for us this is about a comprehensive set of health solutions – and those conversations be they fully insured exchanges, self-insured exchanges, traditional self-insured bundles, the intensity of those discussions has remained very, very strong and continue into 2015 and we anticipate into 2016 and 2017.

And the pipeline continues to be also quite strong across the board. But again, we're building a long-term platform here and for us it's not – it's even not as much about the selling season as it was before because we're seeing more clients talk about off-cycle adoption and the different solutions.

What the clients are looking for is a way, a solution to try to manage against what is an increasing level of costs and a set of promises they made to employees that they really want to keep, and we're trying to help them do that.

So the intensity of those conversations and the opportunity, candidly, for us to help them solve and address those issues continues to be very strong..

Okay, great. Thank you..

Thank you. Our next question came from the line Elyse Greenspan of Wells Fargo. Your line is now open..

Hi. Good morning. My first question, I guess, going back to the HR Solutions segment. Through the first half of the year, the earnings in that segment seems to be trending better than you planned.

Was there anything kind of seasonal or one-off in the Q2? And then, does that kind of change your outlook for where you were thinking about that business at the start of the year, maybe expecting stronger growth in the second half?.

Yeah. Great question, Elyse. I think we had originally guided to down in operating income in the first half of the year and up in the second half of the year, so strong operating income growth for the full year 2015. And I think the first half of the year was slightly better than our expectations.

And I think we are still on track for exactly what we guided for the full year, so I wouldn't change our full-year guidance at all. I think it was just slightly better and I wouldn't point to any significant items. There was a range of smaller things that were slightly better than we expected..

Okay. And then on the tax rate, the adjusted rate was about 18% in the quarter, and when we think of – actually, it was down from that 19% that you guys had kind of pointed to.

In terms of modeling for the tax rate going forward, would you change from the 19% or is there anything that kind of lowered that slightly in the quarter?.

Great question, Elyse. Ongoing operational rate remains at 19%, subject to discrete tax adjustments. We did have some positive discrete tax adjustments in Q2, which made the rate lower than that 19% guidance, but that is exactly where we remain..

Okay.

And then back on Risk Solutions, in terms of you guys kind of pointed to what seems like a little bit of improvement in organic revenue growth in the back half of the year since you did say Reinsurance has most likely declined until we hit 2016, what type of improvement are you expecting in the retail, I guess, from the about 2% growth we've seen in the first half of the year?.

Yeah. Elyse, we're still similar – this is similar to the HR Solutions story. We're exactly in the same place around – an expectation for the year around low- to mid-single digit organic growth on the Risk side. And again, what we said is what this quarter did was just reinforce our confidence in the ability to achieve that.

And then I pointed the longer term trends on the Reinsurance side, where we really see this business returning to growth in 2016. But our 2015 expectations remain exactly the same. Again, with the new news of the quarter being just a reinforcement of the cash generating engine of Aon and how it's evolving..

Okay. And then lastly, on the private health care exchanges, we've seen an acquisition announced recently between Willis and Towers Watson.

Do you expect there to be, I guess, any impact on what you're doing on the private health care exchange front from those two companies getting together?.

I would say from our stand and point of view, if you think about the overall events, recent events really across the board not just in our space but in the markets as well, again, we see them as reinforcing and in many respects making more relevant the strategy we put in place and we've been pursuing, really, for the last 10 years.

If you think about industry consolidation, M&A, the risk markets, the health markets, consolidation and intermediaries, as well as the challenges, frankly, our clients are facing in things like cyber globalization, all these things have puts and takes. No doubt about it.

But when you put them together, the overall sum, in our view, they reinforce our strategy to be the preeminent firm focused on risk and people. On the consolidating intermediaries from our standpoint, highlights the recognition by other players in our space, they're seen exactly today what we saw 10 years ago.

And we've been investing behind it for the last decade and we believe the trends are real and make great opportunities for all of us. And on the consolidating market side, that's out there both on the health and the risk side, we see this as a great opportunity to bring better and more relevant solutions to our clients.

So, in many respects, we see change as opportunity, and we're very well positioned to take advantage of it..

Okay. Thank you very much..

Thank you. Next question came from the line of Brian Meredith of UBS. Your line is now open..

Thanks. A couple of quick questions here for you all.

The first one, Christa, the cash impact of the litigation charge in the quarter was the same as the earnings impact?.

Not exactly. There's some timing elements of that. So, I think the cash impact, I'd think about over the course of the full year. You've got, obviously, tax affects the expenses that we've got there..

Any guidance just so I know what the impact on free cash flow was in the quarter, just for modeling purposes?.

Yeah. I mean, the way I'd think about it is, for the full year, just use the after-tax impact of the costs..

For the full year. Okay. Great. And then the second question, on the exchanges, just what does the consolidation we're seeing in the healthcare insurance industry mean for your exchange? I know – because a big part of it is the competition and them lowering the prices..

Well, Brian, from our standpoint, as I said – just alluded to – for us, capability on the market side, the carrier side, creates greater opportunity that we can bring on behalf of our clients.

What I'll highlight on the active side, we've got 30 national regional carriers sort of in the mix on the exchange side, and 90-plus carriers in the mix under retiree side. So, for us it's not about that individual level of competition, we're creating that. That's going to be there.

It's really more around fundamental capability and what these institutions bring to the table, and we anticipate it's going to be stronger.

And to the extent there are three on the health side that's greater than $100-billion-plus – I'm assuming all those go through in the way planned – I'm sure they're going to be competing very, very strongly with greater capability.

And we think that's going to bode well for our clients and again, change and movement in the market actually benefits us tremendously if we're capable of bringing good solutions to our clients..

Okay. And then Greg the last question, I'm just curious. There's always obviously competition for good talent within the insurance brokerage industry. Are you seeing any pickup of late? I mean, we've seen some fairly significant movements in the reinsurance brokerage area and some other companies talking about trying to invest in the business.

Is there any pickup right now do you think in the competition for talent?.

Brian, I really don't see it. This is – we always want to be the best place possible – where someone can come and develop as a professional, support (36:32) and serve clients. And we've been talking about this for a long, long time. It's been part of our strategy for the last 10 years, and we've seen opportunity over that entire period of time.

And sometimes it intensifies, sometimes it wanes a bit, but it's really been a constant. And the M&A activity obviously creates different opportunities, but I wouldn't overplay it. For us we're going to go after the best talent in the world to support our clients and that's not going to change for Aon..

Great. Thanks for the answers..

Thank you. Next question came from the line of Meyer Shields of KBW. Your line is now open..

Pardon me. Thanks. Good morning. Greg, you talked about tuck-in acquisitions being done.

Can you give us an update in terms of whether the pricing for the acquisitions that you're looking at, whether that pricing is changing at all?.

I would say, Meyer, for us, the overall marketplace continues to be very, very competitive. There's a lot of capital out there looking at different opportunities. For us, as Christa well described, we remain constant here, too. Our view is around return on invested capital.

We're maniacally focused on bringing capability in Aon in a way that improves and then strengthens our return on invested capital. Christa talked about what we're doing with buyback. That's always a benchmark for us. We've got to be able to beat that from a return on invested capital standpoint and that's how we think about our acquisitions.

And we see a very competitive market, but we also see opportunity, lots of different firms want to be part of a firm that can actually, truly change the course of a client's performance and do this on a global basis. And this is, in many respects, again, back to the destination of choice for talent, it's back to Brian's question a little bit.

We can be a very attractive place for those types of colleagues and for those types of firms. And we're seeing that as well..

Okay. Thanks. And then real quickly in the slides, the uses of cash slide no longer refers to 2018.

And I was hoping you could take us through why – how that decision was made?.

I think it's really just focused on 2017 because we've set a very specific goal of $2.3 billion of free cash flow. So, I think it was just more around reinforcing that, Meyer..

Okay.

So, no change to the expectation beyond?.

No..

No..

Okay. Thanks..

Thank you. Next question came from the line of Kai Pan of Morgan Stanley. Your line is now open..

Good morning. Thank you. So, first question to follow up on the merger acquisition. You have been, say, five years since your large acquisition of Hewitt back in 2010.

I just wonder, are you interested or open to any big or transformative transactions that could enhance your franchise?.

So Kai, for us, again, we – it's been the same strategy and approach – preeminent firm in the world focused on risk and people. And we talked about categories around risk, retirement, health, talent, capital, et cetera. It's been a strategy we've worked on very, very hard.

And we continue to add content capability around it both in organic investment, which you see us make quite substantially, exchanges, risk insight platform, review, et cetera. And then, we add content, capability in the form of M&A when they can actually help us strengthen that platform.

By the way, back to the question before around, it's got to be – got to meet our return on invested capital requirements. And so, you'll see us kind of in the $200 million to $400 million, $500 million a year, bringing in capability like that around the world, but we really like the platform we've got at this point, and that's what we're focused on..

Okay. That's great. And then in the past, I remember you talked about your private exchange platform that' basically, you had said, multi-carrier and fully insured. But in the commentary, it looks like you also mentioned about health insurer.

Are you sort of like open – basically, is there – change your like platform philosophy with regarding like either like self-insured or fully insured..

Yeah. Really – Kai, there's really no change at all here. Again, step back, this has really always been about the category of health for us. And in that category, we administer benefits for 10 million covered lives, so virtually more than anybody else in the world. It was within that context that we brought about a fully-insured, multi-carrier exchange.

But we also have a full range and complement of self-insured exchanges, and a full range and complement of bundled solutions for large market, middle market, small commercial companies. So for us, it's about a range of health solutions, fully insured being one innovation in the context of that.

And that's really what's been the focal point from the beginning..

Okay. Great.

And last question is, could you talk a bit more about your investments in the so-called cloud-based solutions in Outsourcing business and what's the potential growth or maturity there?.

Yeah. And you saw that, obviously, Kai, during the quarter, we saw great growth in our cloud-based solutions and HR Solutions. As you know, we invested in two of the largest Workday implementation firms in the world – OmniPoint in 2012 in the U.S.

and then the largest EMEA implementation firm called Cloud in Q1 this year – and that's enabling us to fast-forward that (41:21) growth.

It's really addressing the client need around getting better data on their people and driving analytics to help them manage their – one of their most important assets – their people much more efficiently and much more effectively. And we're seeing clients increasingly choose cloud-based solutions which is driving substantial growth for us..

Are those better margin business than traditional base, say, software-on-premise business?.

Yeah. I mean, one of the efficiencies of that business model is it is much better margin for the clients and it's better margin for us, too..

Okay. Well, thank you so much for all the answers..

Sure..

Thank you. Next question came from the line of Michael Nannizzi of Goldman Sachs. You may proceed, sir..

Thanks. Greg, just one, just clarification. You mentioned in Reinsurance that data and analytics would help reignite growth next year.

Can you just talk a little bit about kind of what you mean underneath that and kind of what opportunities you see for you to be able to leverage your analytics in order to kind of reassert growth despite sort of market conditions?.

Yeah. So, a couple of things going on, Mike, just to be aware of.

Again, if you think about where we are in Aon Benfield, first, you understand the position of having – we have a very privileged position that our colleagues have built over time – number one in treaty, substantially number one in facultative, number one in capital markets and what we do there in alternative capital.

And against that, obviously, we've addressed some substantial headwinds in the treaty world, where particularly in cat, it's under pressure. And by the way, that's when the price has been under most pressure.

It's against that, that, before we get to any analytics that the team with what the capability we've got, has been positive for 17 consecutive quarters on net new business. So the underlying health of this business has actually been strengthening over time. And so, start with that.

So, as the price declines begin to decelerate, which they have – still there, still substantial – that actually bodes very well for what the underlying impact is going to be long-term.

Equally or more exciting is really what we're doing in terms of sort of finding new markets and new ideas to deploy capital, and this is really where some of our analytics comes in. So, for example, we have done some very innovative work in the mortgage arena in which we brought insurance capital, reinsurance capital into the mortgage world.

That's never have done before, and created some price transparency and some value from that standpoint that just – it's really a net new area in many respects, by the way. The demand growth, by the way, is about $6 billion in limit a year, which frankly, we haven't seen anything like in the industry since the 1990s.

So, for us, we're doing things that actually create net new opportunity.

And then, much like we did with Risk Insight Platform in the primary space, we've done with something called Review, which actually helps insurers and reinsurers actually operate much better in the marketplace and understand where they can apply their capital and create better returns. So, for us, it's really threefold.

One is just the basic core business and what we're doing to win new clients; and then it's creating new markets, the example I just gave you in mortgage; and then it's actually helping our clients to actually perform better on the Reinsurance side using data analytics like Review.

So, a range of things we're doing here that we think bode well for the future..

Appreciate that. That's very helpful answer. Thank you for that. And then, on these exchanges – and maybe I just don't remember – but I had thought that most of the employers you guys had added, the large employers you've added, had been on a fully insured basis.

I wasn't aware that you had begun offering a self-insured option, and so I'm just curious, have you been adding employers to that platform? And if so, just if we can get some idea of where you are in terms of building out the scale there? Thanks..

Yeah. Yeah. For us, Mike, it's always been about a range of health solutions. The confusion comes about because we believe we brought forward the first ever fully insured multi-carrier exchange for big companies. And so, we are the only ones adding to that because we really – no one had a solution for a period of time.

In fact, many actually were pushing against the whole exchange idea, and then when we start to do that, everyone loves the exchange idea. So, there's a bit of a semantics back and forth. For us, it's been about a range of solutions both fully insured, which we're adding clients to.

Depending on funding mechanism, some like the credit, creates a choice, and to create a different funding mechanism around self-insured, we're happy to do that, too. And then others will say, no, let's stay with the traditional bundled solution. And then I'd remind you again, that's 10 million covered lives for us. So, most of anybody.

So that's what we've been doing forever. So, for us, it's about a range of solutions, one piece of which has been an important new innovation called fully insured multi-carrier..

Got it.

But so, the most recent update you gave us on the 700,000 or so lives on active exchanges, so that's split up between fully insured and self-insured?.

No, in this case, that was largely that we wanted to try to highlight the fully insured piece across the board, and that was, again, 1.2 million lives across the exchanges. On the active side, approaching 1 million lives, 33 clients, et cetera. That was really fully insured multi-carrier, so we could highlight that.

In the fullness of time, we're going to talk about a range of solutions beyond just fully insured. But, again, that was the innovation in the marketplace that no one else had seen, which is why we wanted to highlight it and -.

Got it..

– put a spotlight on it, so you can see what it looked like..

Makes sense. And then just last one if I could for Christa. The cash flow element, I mean, looks like, so – looks like if you guys hit your margin targets that you've outlined in the slide – it seems pretty clear that you can get to that sort of cash flow projection that you've talked about in 2017.

Is that what we should be thinking about? And if not, could you give us some idea in terms of magnitude, order of magnitude, what's going to drive us getting from cash flow generation at this point to the sort of numbers, the $2.3 billion that you guys are talking about? And thank you for all the answers. Appreciate it..

So, Michael, I think as we think about getting to the $2.3 billion in free cash flow by 2017, we have four big drivers of getting there. The first is the revenue growth and margin expansion. The second is the decreased use of cash on pension and restructuring. The third is decreased use of cash on taxes and the last is improved working capital.

And so, I think it's – there are sort of four big drivers that we've outlined in the presentation that really get us to that $2.3 billion level. And I guess what I would say on margins is that we're going to continue to progress in margin expansion in both segments, as you've seen historically. And so we'll continue to make progress..

And do you expect pensions and taxes to continue to contribute, or should we expect that – I mean, it looks like a lot of that may be behind us or maybe a little bit still left, but – so is it margin and then working capital that's going to get us from where we are to there, or is there – is it fair to think about it that way? Or is there another – ?.

I would say that pension and restructuring, we still have further upside, and you can see that in the slides in the presentation. It was about $230 million, I think, of cash upside between year-end 2014 and year-end 2017 on just pension and restructuring – pension restructuring and CapEx, actually. And so, there's definitely an upside there.

I think as we finish 2015, our cash tax sort of effective rate will have matched our effective tax rate. And so you should really say that we've level set on cash taxes at that point, so that's really sort of where we are on cash taxes.

And then from there on, the primary drivers of free cash flow growth will be revenue growth and margin expansion and working capital improvements..

Okay. Great. Thank you so much..

Thank you. Next question came from the line of Paul Newsome of Sandler O'Neill. Your line is open..

Good morning. I just want a follow-up question on sort of the M&A take that you have. In the reinsurance market, in particular, do you think that there'll be a difference in demand given what's happening from the consolidations.

Well, the ebb and flow of it, Paul, in the short term, you can understand sort of how people have different views on demand, but those will be phased in over time.

Fundamental though is asking the question, what's the return on invested capital of these institutions and can we bring solutions to them to help improve that? And for us, that's always been the thesis, and that's why we love the space so much.

Our view is there's many, many companies here, and they have tremendous opportunity to improve return on invested capital.

And whether we're bringing them solutions that is basically treaty placement, facultative placement, alternative capital or, frankly, more and more back to the question from earlier, data and analytics that help them understand their business so they can make better decisions to improve operating performance, strengthen their balance sheet or reduce their volatility, all these things for us make this highly attractive and an area of high demand.

And all the M&A does is create change as we've described before, which will have, as I before, puts and takes, but net-net, we believe bodes very well for someone with real capability and who's made substantial investment over time to try to come up with solutions, a la on Aon Benfield..

Fair enough.

And then, do you think there'll be any change as well in the relationship between carriers and brokers at the high end that you're at?.

Say a little more about that.

What are you thinking about?.

Well, I'm just curious if – historically, the brokers have had, frankly, the lion's share of the control over the negotiations between carriers and – over things like relationships, commissions, whatnot.

But we're seeing some very large consolidation at the high end, and I'm just curious as you'll think – if you see the carriers in the future trying to demand more (51:23)..

Well, we don't see much change. I mean, carriers, by the way, have always been demanding and we'd expect them to be and we want them to be on behalf of – they're actually trying to protect and support their shareholders. Our mission and our maniacal focus is on our clients. And so, we're always looking for better solutions on behalf of our clients.

That's not going to change in any way, shape or form and we're going to continue to try to strengthen our capabilities to deliver that. And as I said before, we actually like the idea of some of these larger institutions with greater capability.

But I love the idea of sitting across the table from a Fortune 10 Company and talking about bringing greater than $1 billion limits on behalf of cyber. What a great opportunity that would be, or greater limits than that. So, for us, we see tremendous opportunity here, and think it's going to continue to evolve in this direction.

And consolidation will have, as I said before, some puts and takes but net-net, we think very positive..

Thank you and congratulations in the quarter..

Thanks..

Thank you. Next question came from the line of Jay Cohen of Bank of America. Your line is now open..

Yeah. A question on the International side. Overall, International growth was, I guess, okay but not terribly good. You highlighted a couple of areas where you were growing, but there must be some areas that are holding back that growth.

What are those areas that are a bit more challenged now, Greg?.

Yeah. So, Jay, from our standpoint, as we said before, really if you think about what we've produced and outcomes on the Risk Solutions side overall, have been really in face of some headwinds as we talked about in Aon Benfield and in International.

And we've got some great, great spots I've described before really across Asia – I highlighted them on my comments. I won't repeat them now – but really a number of different places. But if you think about Europe, Europe really is – you've got a lot of challenges in specific countries across Europe.

And the good news is we've got incredibly strong privileged positions that go back decades – more than, literally hundreds of years, quite literally – and we believe we're very well positioned as that, the economics, the economy changes over time. But in the near term, they represent some challenges and that's really been the headwinds..

Got it. Makes sense. Thanks, Greg..

Sure..

Thanks, Jay..

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

I just want to say thanks to everyone for joining the call and look forward to our discussion next quarter. Thanks very much..

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