Aon plc. - Class A (AON) — Q4 2017 Earnings Call Transcript

Thank you and good morning everyone. Welcome to our fourth quarter and full year 2017 conference call. Joining me here today is our CFO, Christa Davies. For your reference, I would note that there are slides available on our website for you to follow along with our commentary today. Before we discuss the financial results of the quarter, I'd like to reflect on Aon overall in 2017 and the efforts of my colleagues to further strengthen our firm consistent with Aon's record of value creation. This year was a pivotal year for Aon. As we completed significant steps to reinforce and build upon a decade-long strategy to be a leading global professional service firm delivering a broad range of risk, retirement, and health solutions enabled by proprietary Data and Analytics. Earlier this year we completed the divestiture of our outsourcing platform, a meaningful acceleration of our strategy and a tremendous accomplishment made possible by the tireless united efforts of our colleagues around the globe. The divestiture provided a further catalyst for our strategy and actions to deliver shareholder value. And as it reinforced our focus to provide advisory solutions and further align Aon's portfolio around our clients' highest priorities. It generated significant capital to accelerate investment in emerging client needs and in our firm, noting over 1 billion invested in high growth areas of M&A again in 2017. It's part of the catalyst to further unite our firm and our one operating model, creating greater efficiency and operating leverage across the firm. And finally, the divestiture reinforces our return on invested capital decision-making priority and emphasis on delivering double-digit free cash flow growth over the long term, highlighted by a record amount of capital returned to shareholders through share repurchase and dividends. Overall, our optimism is grounded in our conviction that the actions we're undertaking will substantially strengthen our firm on the heels of a decade of improvement and innovation for our clients and shareholders. With this momentum, we are already seeing improvement in our growth profile driven by new investments in high growth, high margin areas across our portfolio. Organic revenue growth has increased from 3% in both 2014 and 2015 to 4% in 2016 and 2017, noting that we end the year with four of our five major revenue lines delivering 5% or greater organic revenue growth for the fourth quarter. Again, I'd like to acknowledge my young colleagues who achieved these results while addressing many challenges, including working with our valued market partners to assist clients in navigating through one of the most challenging loss years in recent memory. Now turning to the quarter on page 5 of the presentation, consistent with previous quarters, I'd like to cover two areas before turning the call over to Christa for further financial review. First is our performance against key metrics we commit to shareholders; second is overall organic growth performance including continued areas of strategic investments. On the first topic, our performance versus key metrics. Each quarter we measure our performance against the key metrics we focus on achieving over the course of the year: we organically expand margins, increase earnings per share, and deliver free cash flow growth. In the fourth quarter, organic revenue growth was 6% overall, highlighted by strong growth in every major revenue line, including double-digit growth in Data and Analytic Services. Operating margin increased 200 basis points, primarily reflecting core operational improvement and savings from investments in our Aon United operating model. EPS increased 18% to $2.35 reflecting both strong operating performance and effective capital management, partially offset by a higher effective tax rate and a loss on the disposal of businesses. If we turn to the year, organic revenue growth was 4% overall, including growth in every major revenue line, fuelled by strong growth in areas of continued strategic investment. Operating income increased 180 basis points. EPS increased 17% to $6.52. And finally, free cash flow decreased $1.2 billion primarily reflecting tax payments related to the divestiture of our outsourcing business and investments in our operating model. Overall, a strong finish to the year with results of both the fourth quarter and full year reflecting strong organic revenue growth, core operational improvement, and substantial progress in the first year of our Aon United operating model initiatives and effective capital management, highlighted by a record return of capital for the full year. Turning to slide 7, on the second topic of organic growth and strategic investments, organic revenue growth was 6% overall in the fourth quarter. Further, four of our five revenue lines delivered organic growth of 5% or greater with particular strength in Data Analytic services, reinsurance, and health solutions, reflecting on each of our core growth platforms. In commercial risk solutions, organic revenue growth was 5%, an acceleration from flat in the prior year quarter. On average globally, exposures were modestly positive, and the impact from pricing was marginally negative, resulting in a relatively stable market impact overall. Our results in the quarter primarily reflect strong growth in U.S. retail, driven by double-digit new business generation and strong management of our renewable book portfolio. Internationally, we saw continued solid growth set by both Asia and Pacific regions. Results also included strong growth in our captive management business driven by multiple new client wins in the quarter, reflecting our leadership position in this space as we leverage our diverse risk consulting expertise to help clients manage successful risk management programs. In Reinsurance Solutions, organic revenue growth was 8%, an acceleration from 1% in the prior year quarter. I would note this is the highest level of organic revenue growth achieved in our reinsurance business in over a decade. Results reflect growth across every major category including three placements, faculty replacements, and capital market transactions. The market pressure was neutral to results in the quarter, reflecting both a continuation of moderating pricing as well as a modest upward pressure to loss exposed geographies. We saw particular strength in three placements driven by another quarter of record net new business generation. Results also reflect a modest non-recurring benefit from many saving premiums as clients purchase more cover following the catastrophic events earlier in the year. Overall, this was a tremendous year of growth for our reinsurance business, reflecting our leadership and unmatched level of investment in data and analytics, our record level of cap on issuance, and additional revenues from Cat-driven reinstatement premiums. In Retirement Solutions, organic revenue growth was 4%, accelerating from minus 2% in the prior year quarter. Results reflect growth across all major businesses and geographies. We saw particular strength in our talent rewards and performance practice primarily in conductor services, as well as assessment services. Results also reflect strong growth in investment consulting, including double-digit growth in delegated investment management solutions reflected an increase in client demand for Aon's tailored solutions and objective advice, as well as an increase in performance fees for outperforming benchmark returns. Assets under management in delegated investment management continued to trend upward, increasing from $118 billion in the third quarter of 2017 to $134 billion in the fourth quarter, driven primarily by client wins. With the recent close of the Townsend Group acquisition our total assets under management heading into 2018 are now approximately $150 billion, up more than 60% compared with the prior year quarter. In Health Solutions, organic revenue growth was 6% against a strong comparable of 30% in the prior year quarter. We saw strong growth globally in health and benefits brokerage, reflecting continued strength in the U.S. and double-digit growth in Canada, Latin America, EMEA, and Asia. In Healthcare Exchanges, we saw solid growth in our Active Exchange, while results in the Regional Exchange were impacted by certain project work that benefited the prior year quarter. In Data & Analytic Services, organic revenue growth was 12%, an acceleration from 4% in the prior year quarter. Results primarily reflect continued growth in our Affinity business, with particular strength in the U.S. Growth in U.S. Affinity was highlighted by continued strong performance in Cat and travel solutions. Lastly, following significant catastrophic flooding events in the second half of the year, we also saw an increase in certain non-recurring revenue relating to claims processing activity on our flood business during the quarter. Turning to slide 8, to discuss areas of strategic investment. Clients continue to navigate in an increasingly volatile world, with 2017 being a costly year on record for weather-related disasters, which had an estimated $344 billion of economic losses. Weather-related disasters, combined with economic, demographic, geopolitical forces and the exponential pace of technology change are all converging to create challenging new realities for our businesses and clients. Aon has a strong track record of allocating capital to developing innovative, first-to-market solutions to help solve problems and create differentiated value in response to specific client needs. Driven by strong operating performance, underlying free cash flow growth and transaction-related proceeds, we deployed more than $1 billion of capital to attractive M&A in both 2016 and 2017. These strategic investments in high growth areas are improving the firm's long-term growth profile and increasing operating leverage across the portfolio. We're investing organically and through M&A across our portfolio in areas such as Data & analytics, cyber risk advisory, health, and elective benefits brokerage through the acquisitions of Admix in Latin America and Universe in healthcare exchanges, where we offer a broader set of solutions in health, geographically with the acquisitions of UMG and Henderson reinforcing our industry-leading position in the Netherlands and UK. And finally, in delegated investment management solutions, a business with rapidly growing client demand through the acquisition of the Townsend Group. The addition of Townsend significantly expands our investment capabilities by bringing greater depth of expertise in real estate assets to Aon's distribution scale and furthers our ability to provide more attractive alternative private market asset capabilities to clients. In summary, we finished the year with a strong performance in the fourth quarter reflecting 5% or greater organic growth across major revenue lines, substantial operational improvement, and significant progress in the first year of our Aon United operating model initiatives and effective capital management highlighted by the return of a record amount of capital to shareholders in 2017. Looking forward, we head into 2018 with continued momentum. The growth profile of the firm is improving, amplified by an unmatched level of investment as we continue to focus the portfolio around our highest value solutions and our clients' most pressing needs. Combined with core operational improvement and savings from the Aon United operating model, we believe we're on track to exceed $7.97 of earnings per share in 2018 and deliver double-digit free cash flow growth over the long term, driving the next wave of substantial value creation for shareholders. I'm now pleased to turn the call over to Christa for further financial review.

Thank you very much, Greg, and good morning everyone. As Greg mentioned, our results reflect a strong performance in the fourth quarter and a solid year of progress in 2017. During such a pivotal year for the firm, we delivered strong organic revenue growth, substantial operational improvement, and underlying free cash flow growth while continuing to take significant steps to increase the effectiveness and efficiency of our operating model. In addition, we deployed $3.8 billion of capital in 2017, including the return of record $2.8 billion to shareholders through share repurchases, dividends, and $1 billion in acquisitions in high-growth, high-margin areas of our portfolio. Turning to slide 10 of the presentation, our core EPS from continuing operations excluding certain items increased 18% to $2.35 per share for the fourth quarter compared to $2 in the prior year quarter. Within the results was a $0.06 per share favorable impact from foreign currency translation due primarily to a weaker U.S. dollar. In addition, we incurred a $0.06 per share unfavorable impact recognized through other expense from the sales of certain businesses in the quarter and losses on the re-measurements of assets and liabilities in nonfunctional currencies. If currency were to remain stable at today's rates, we would expect foreign currency translation to have a similar favorable impact in the first quarter of 2018. The full-year EPS included a $0.13 per share unfavorable impact recognized through other expense primarily for losses on the re-measurement of assets and liabilities and nonfunctional currencies, partially offset by an $0.08 favorable impact on EPS from foreign currency translations. Certain items that were adjusted for in the core EPS performance and highlighted in the schedules on page 11 of the press release include non-cash intangible asset amortization, non-cash restructuring charges, non-cash expenses related to pension settlements, certain tax-related impacts due to changes in the statutory legislation, and a $14 million reduction in charges related to certain UK regulations and compliance matters on further review, as we believe that UK regulatory risk is less than previously anticipated. The prior quarter also included transaction costs related to the sale of the outsourcing businesses. Turning to the next slide to discuss our strong operational performance, operating income increased $123 million or 18%, with more than half of the dollar increase year-over-year driven by core operational improvements. Operating margin improved 200 basis points to 27.5% compared to the prior year quarter. Operating margin improvement reflects $56 million or 190 basis points of savings from restructuring and other operational improvements before any reinvestments. This was partially offset by $3 million or a minus 10 basis point impact from transaction costs related to recent acquisitions. FX translations had an immaterial impact on margin in the quarter. For the full year, operating income increased 15% and operating margin improved 180 basis points compared to the prior year. Operating margin experienced a positive 20 basis points impact from FX translations, offset by a minus 10 basis point impact from transaction costs related to acquisitions completed within the year and a minus 10 basis point unfavorable impact from lower non-cash income from pension and post-retirement benefits. From a dollar standpoint, operating income increased $306 million, with $165 million driven by savings before reinvestment and $141 million driven by solid organic revenue growth and operational improvement—a strong performance operationally in the first year of execution against our multi-year investment plan. Before turning to the next slide, I want to spend a moment discussing the accounting changes that Aon will adopt beginning in the first quarter of 2018. There is new accounting guidance related to the treatment of revenue from contracts with customers, and new accounting guidance related to the presentation of costs associated with pension and other post-retirement benefits. Ultimately, these changes will have an immaterial impact on our full-year results. However, there will be a shift of certain revenues between courses, most notably in our reinsurance business. In order to help you understand the impact of these changes and to easily update your model, the company has released unaudited pro forma financials for the last eight quarters that present the retrospective impact of both of these standards on 2016 and 2017 results. These schedules can be found on pages 15 to 21 of the press release, as well as in Excel format on the investor relations area of our website. Moving on to page 12, I'd like to spend a few moments discussing the investments we're making to create the next generation of global business services model that allows for better scalability, flexibility, and enhanced colleague and client experience. These investments are intended to create one operating model with increased operating leverage. Our primary investment areas are, of course, IT, real estate, and people. In IT, we expect to create greater insight from data center optimization, application management, and strategic vendor consolidation. In real estate, we expect to drive greater collaboration and engagement through real estate portfolio optimization. In people, we expect to create greater scalability of operations and activity including the use of centers of excellence and third-party providers. Our initial estimates were to invest $900 million of cash over a three-year period to deliver $400 million of annual estimated savings in 2019. After evaluating the current progress of the program and identifying further opportunities to improve our operating model, the program estimates have been updated to reflect an increase of $50 million in total expected savings for 2019. We now expect to invest an estimated $1.175 billion in total cash over the three-year period. These investments include an estimated $975 million of cash charges. We have incurred $497 million of expense and spent $280 million of cash to date. Future cash outlay is expected to increase modestly in 2018, then expected to decline each year thereafter. There is an additional estimated $50 million of non-cash charges included as part of asset impairments. Overall, we now expect these investments and other expense discipline initiatives to deliver $450 million of estimated annual savings in 2019 before any potential reinvestments. Further, we've been investing the balance of the transaction proceeds into the highest return on capital opportunities. As Greg mentioned, we returned a record $2.8 billion to shareholders in 2017 through share repurchases and dividends, and we deployed over $1 billion of capital in acquisitions in high-growth, high-margin areas across the portfolio. Turning to the next page, in the fourth quarter we incurred $96 million of restructuring-related charges, relating primarily to workforce reductions and other general initiatives. Year-to-date, we've incurred $497 million of restructuring-related charges, representing 48% of the updated total program estimates. The cash impact in 2017 was an outflow of $280 million. We recognized $56 million of savings in the fourth quarter and $165 million of savings for the full year, representing 37% of the expected $450 million total program savings. Now let me discuss a few of the line items outside of operations on slide 14. Interest income increased $4 million to $7 million for Q4 compared to the prior year quarter, reflecting additional income on the balance of proceeds from the sale of the outsourcing business. As I noted last quarter, higher cash balances in the short term have resulted in additional interest income, but the balance is coming down through the deployment of capital, such that we would not expect the same level of interest income going forward. Interest expense increased $1 million to $71 million in Q4. Other expenses of $19 million primarily include a loss on the sale of certain businesses and losses due to the unfavorable impact of exchange rates from the re-measurement of assets and liabilities in nonfunctional currencies. The prior year quarter reflects $9 million of income, primarily including gains due to the favorable impact of exchange rates from the re-measurement of assets and liabilities in nonfunctional currencies. Further, as I noted earlier, beginning in Q1 of 2018 we will adopt a new accounting standard that will shift the financial components of net periodic pension expense and net periodic post-retirement benefit cost from above the line in compensation and benefits expense to below the line in other income expense. You can see the historical impact in our restated pro forma financials for 2016 and 2017 on pages 15 to 21 of the press release schedules or in appendix D of the presentation. Based on current assumptions, we believe that approximately $10 million per quarter is the right run rate to model for other income expense in 2018. Excluding all other items, we do not forecast, that could be favorable or unfavorable in any given period. Turning to taxes, the adjusted effective tax rate on net income from continuing operations excluding the applicable tax impact associated with certain non-GAAP adjustments increased to 15.5% compared to 12% in the prior year quarter. The adjusted effective tax rate in both periods reflects a net favorable impact in certain discrete items. The underlying operating rate was 17.9% based on the geographic mix of income in the fourth quarter of 2017. I want to mention that this quarter includes $345 million of additional tax expense on GAAP earnings that was adjusted from the non-GAAP effective tax rate in the fourth quarter. This amount represents the provisional estimate of the impact of the U.S. tax reform based on Aon's initial analysis of the Tax Cuts and Jobs Act and may be adjusted in future periods. Approximately $260 million of additional expense was incurred as a result of the transition tax related to repatriation of the cumulated foreign earnings, and we would expect the cash associated with this expense to be paid out over the course of eight years. The balance of expenses occurred in the fourth quarter primarily relates to the write down of deferred tax assets due to the reduction of the U.S. statutory tax rates. We expect that U.S. tax reform will have a modest upward pressure on effective tax rate. Based on our initial interpretation of the changes in U.S. legislation, current assumptions of geographic mix of income, and impact of discrete items, we believe the best estimate of our full-year non-GAAP effective tax rate to be approximately 19%. This legislation is very new, and it is possible that we will receive further guidance from the U.S. Treasury and others on interpretational application of the new rules. This can result in adjustments to our estimates. Lastly, the weighted average diluted shares outstanding decreased 5% to 54.5 million in the fourth quarter compared to 268.3 million in the prior year quarter as we effectively allocate capital. The company repurchased 3.5 million class A ordinary shares for approximately $500 million in the fourth quarter and a record $2.4 billion of shares for the full year. The company has approximately $5.4 billion of remaining authorization under the share repurchase program. Actual shares outstanding on December 31st were 247.6 million and there are approximately 4.5 million additional dilutive equivalents. The estimated Q1 2018 beginning diluted share count is approximately 252 million, subject to share price movements, share issuance, and share repurchase. Now let me turn to the next slide to discuss our solid balance sheet and financial flexibility. At December 31, 2017, cash and short-term investments decreased to $1.3 billion, including the completion of both the Townsend and UMG acquisitions in the fourth quarter. Total debt outstanding was similar at $6 billion, and the total debt to EBITDA on a GAAP basis for continuing operations decreased modestly to 3.2 times. As discussed previously, while debt to EBITDA will be initially elevated as a result of the sale of the outsourcing business, we expect to return back to the 2 to 2.5 times range by the end of 2018, driven by operational improvement. Cash flow from operations for the full year decreased $1.2 billion to $669 million, primarily driven by $940 million of cash tax payments associated with the divestiture of the outsourcing business, $280 million of cash restructuring charges, and $45 million of transaction costs related to the divestiture of the outsourcing business, partially offset by operational improvement. Free cash flow, as defined by cash flow from operations less CapEx, decreased $1.2 billion to $486 million, driven by a decline in cash flow from operations and a $27 million increase in CapEx, including investments to deliver the Aon United operating model. Excluding the tax payments and transaction costs associated with the divestiture, as well as the investments in restructuring activities resulting from the divestiture, underlying free cash flow growth was 6% for the full year 2017. Given the strong organic revenue growth reported in the fourth quarter, higher receivable balances increased working capital in the near term. Turning to the next slide to discuss our free cash flow growth over the longer term, we value the firm based on free cash flow and allocate capital to maximize free cash flow returns. Our disciplined capital management approach is focused on a decision-making process that maximizes return on invested capital, which we've consistently improved each year since 2010—increasing 610 basis points to 17.8% in 2017. We’ve also taken significant steps to maximize the translation of each dollar of revenue into the highest amount of free cash flow, including working capital initiatives and actions to optimize our cash pension contributions. Since 2010, we've increased our free cash flow margin by nearly a thousand basis points. In 2017, free cash flow margin on an underlying basis excluding the impacts of the divestiture was 17.8%. Looking forward, we expect two main drivers to contribute to free cash flow growth over the long term. The first is continued operational improvement driven by organic revenue growth and margin expansion. The second is working capital improvements, as we focus on closing the gap between receivables and payables. We expect working capital to contribute to free cash flow by over $500 million over the long term. In summary, we finished the year in a position of strength with momentum behind us as we head into 2018. We delivered strong operational improvements and double-digit earnings growth of 17% while continuing to make substantial steps to strengthen our firm over the longer term, including investments in high growth areas and in our Aon United operating model. We believe that continued operational improvements combined with significant financial flexibility and underlying free cash flow generation positions the firm to deliver on our near-term goal of exceeding 7.97 adjusted earnings per share in 2018. More importantly, we believe this reinforces our ability to deliver double-digit annual growth in free cash flow over the long term, reflecting what we believe is the next significant value creation opportunity for shareholders. With that, I'd like to turn the call back over to the operator for questions.

Hi there, good morning guys. How are you?

Good, Dave.

Good, so this is arguably the best organic growth quarter you've had in several years, not only from a total 6% standpoint, but also from a well-balanced view where all the segments are contributing strong performance. And as always I can appreciate the margin profile and those puts and takes, but they are up 200 basis points in 4Q and that seems to be almost entirely driven by restructuring savings. And I know you guys have talked about reinvesting some of those savings at certain points. So I guess the question is, did you do that in a material way this quarter? And if not, then why did margins expand more given the strong organic growth?

So maybe, David, a couple of things, we'll hit the growth piece first and then sort of talk about the overall expansion as we think about improving the business overall, which includes restructuring and core, and Christa can talk about that a bit. First on the organic side, you're absolutely right, we feel very good not just about the quarter but really about across the year in terms of where we are and why we don't give specific guidance on expected levels of organic growth. If you look at our history and actual performance and put it into perspective, we think that's pretty interesting. If you go back and look from 2014 and 2015 we're going roughly 3% across the board. Now in 2016 and 2017 that’s elevated to 4% and we're doing so in a way as Christa described, by investing in higher growth, higher margin areas in M&A and organically, as well as improving operating leverage of the firm. And that fundamentally is what's going to drive margin improvement overall, and you're seeing that actually play out, and it's played out in '17, played out in '16, and we would say as you go forward and think about organic growth, you're going to see that measured progression into '18 and '19. Now in terms of overall economic leverage and the operations we get out of it, Christa may talk about the tradeoff between the two.

Yes, and Dave we’re absolutely true with the operational performance in 2017, 15% operating income growth we're very, very pleased with. As we think about the 8% operating income growth driven by restructuring savings and 7% growth driven by operational improvements. As we think about the growth in operating income and margin going forward, it's really going to be a blend of core improvements in operations, restructuring savings, and a return on the investments we've made in M&A. We really invested over $2 billion in M&A in the last two years. And so we’re driving up operating leverage on a sustainable basis, and you can see that through the accelerated revenue growth that Greg described, so improved top line which is really leading to a much stronger bottom line performance. And you can see that historically accelerating as well, so we’re very pleased with 2017 and we believe that we are very well positioned for a strong 2018.

That really does, Dave, put you on track if you think about the platform now, higher organic growth, higher margin, higher operating income growth across the board and we think '17 proves that out and '18 will show the same.

Okay, great. And then, how do you guys think about the go, no-go decision for payoffs when you're generating incremental savings from restructuring plans versus making more restructuring investments? And if I take a step back and look at your additional $900 million investment, it looks like that was about a two-year, just over two year payback from the $400 million of savings, and now you're spending about another $275 million. It looks like that's going to generate $50 million of incremental run rate savings. So can you just help me understand how you guys think through that process of whether to invest and when not to invest for the savings?

Yes, David it's a great question because we really do think about this as we think about all forms of cash usage on a return on capital basis, cash-on-cash return. And so whether we're spending money on share repurchase, which is really our highest return on capital opportunity—we spent $2.4 billion on that this year—or it's M&A where we spent $1 billion on that. And we’ve really got to get at a higher return on capital than share repurchase, which we have across the range of terrific opportunities we've invested in this year, or on the restructuring program where we're generating a great return for shareholders. And so it's a blend of all of these that gets us to return on capital as you can see for the firm at 17.8% in 2017. And so we're driving overall return on capital, and as we think about that restructuring range of initiatives, we're very excited that we found incremental opportunities to generate more savings, overall a $450 million savings outcome in 2019 against $1.175 billion in cash—that's a great return across that portfolio of activities.

And again in essence, if you think about sort of where we anticipate ending 2018 as you pull all this together, the operating engine and the platform that Christa described and what we're doing with the operating model will end 2018 again with an engine called Aon with a higher organic growth profile, higher margin, higher operating income growth, higher return on invested capital—and that really is sort of the reason we undertook all the activities post the divestiture of our outsourcing business to really reinvest and strengthen the firm. So the catalyst we talked about in June is really playing out, we think quite effectively as we move into '18 and we want you to think about sort of what we look like at the end of '18 when we get all this completed.

Okay, thanks. And then, just real quick on tax rates, I know you talked about 19% for this year. Previously you had talked about perhaps being able to have that drift over time, is there still an opportunity in 2019 and beyond to see that tax rate possibly nudge down a little bit?

What we would say is our underlying effective rates were 17.5% for 2017, and we do expect modest upward pressure based on U.S. tax reform. And what we would say is based on what we estimate so far, our best estimate of full-year non-GAAP for 2018 is 19%, and we'll always look for opportunities whether that's tax rates coming down due to tax reductions across the world, and we are very fortunate to be domiciled in the U.K. with a territorial system and a global capital structure where we manage all that capital and cash on a global basis.

And one of the things, if you look at the punch line for tax rate overall and our history and sort of our capability in that arena, I think the punch line for us is really this is a marginal event overall, as you think about all that's written about it. It doesn't change our views on what we're going to achieve for 2018, as Christa described at 7.97 plus doesn't change what we're doing from an operational improvement standpoint—all the things we're doing that really is a marginal event overall in terms of what we're trying to accomplish and free cash flow generation of the firm. Nothing has changed in the context of any of this as we push forward.

Right, got it. Thank you.

Hi, good morning. On the increase in the expense savings target, could you just talk about what areas drove that? And then secondly, at $450 million that's still only above 6% of cost, so to what extent do you think there could potentially be some further upside?

Yes, Sarah, as we think about it, we're creating the next generation global business services model. I'm really driven by running Aon as one firm, Aon United, and it's going to drive better scalability, flexibility, and really operating leverage for the firm. We're building in productivity savings as we scale the business going forward. And really as we looked across this operating model across the firm, it's really the same three areas that we're driving the increased savings in. It's IT, it's real estate, and it's people. And as we bring Aon together really out of the two segments we used to operate in, in 2016 into one Aon operating model under Aon United, we're really identifying further savings. $450 million is our current estimate of savings that will be delivered in 2019, and we don’t see further upside at this time, Sarah, but we'll continue to optimize the model, and we’re very excited about the progress so far.

Thanks. Amazon had a big announcement obviously in the health industry. One, are any of those companies your clients? And two, how do you think that will, just some broad strokes, how will that impact the industry over the next five years or so?

So Adam, from our standpoint we don't talk about clients specifically, although I would say we're in a very privileged position in terms of who we serve across the world. And in terms of sort of what was announced, there's not a lot of clarity on it, but we love the spirit of it. We just absolutely love the spirit of it, you know how much we love this category, it’s just such a monumental opportunity and it's driven out of a set of needs both for companies and their employees which is so high. I mean, you know the statistics overall health is a challenge. Per unit cost health care is going up. You know the $150 million Americans that we address, and this is really a U.S. story principally, although for us it's a global opportunity. But for $150 million Americans and employer-sponsored plans, there's just substantial pressure everywhere. And our whole, monitor, our whole approach has been, you know, when you can create greater alignment between employers and employees, greater transparency, and give them choice, they make better decisions, have healthier employees, and lower costs. And we are absolutely excited in favor of anything that moves in that direction because this opportunity is so massive. And you know, we've invested very, very heavily and innovated around active employees as well as retirees and in a word, we believe in a very, very unique position to shape this outcome. And seeing movements my company has taken initiative in this arena is just absolutely terrific, so looking forward to see how this evolves.

Great. And then Data and Analytics had clearly a strong quarter. Could you give just one or two examples of the type of wins that drove that could be a positive number?

Well, actually Adam, it really comes across the board. So the daytime expense is particularly on the Affinity side, as that's an exceptional win with clients. And again, this is where we're taking segments of clients understanding sort of overall needs, aggregating those needs, and coming up with very innovative solutions to address those needs and we've seen a great example of that across the board on the Affinity side. We also have the business in point is in this category as well. We're actually helping insurers and broader companies think about more holistically how they think about their risk management needs. This is outside the placement in a consulting and advisory basis done exceptionally well in that. And as we added before, we also benefited a bit given the activity in the second half of the year on the flood side. So really, this is for us, we love this category, this is obviously a category we're breaking out Data & Analytic services. We want to put a spotlight on it. It will be variable sometimes up a lot, sometimes up a little bit. Over time, we think up a lot and it's an area of substantial investment we're going to make over time, and we think it's going to be beneficial for Aon, for our clients, and for our shareholders.

Okay. And then thanks. This is finally for Christa, operating cash at roughly $2.3 billion, $2.2 billion, $2.3 billion in '16. You are investing the business in '17, you're investing in '18, so by '19 do you think we get back to those levels or could we possibly exceed those levels by '19?

Yes, look, we certainly think that's true, Adam, and what we would say is our goal is really double-digit free cash flow growth over the long term and we’re obviously driving improved return on capital on a cash-on-cash basis driven by strong operational improvement, restructuring savings, and the return on the investments we're making in M&A. And so we feel all three of those are going to contribute strong free cash flow growth combined with working capital improvements, which are going to be substantial over $500 million over the long term.

Good morning everybody. Thanks for taking my call. So my first question is with regards to the reiteration of the $7.97 EPS target for 2018, the adjusted EPS, and I guess if I look at the net impact of tax reform and the $50 million of additional cost savings, not all of which I'd expect to flow through in '18. I think I get a negative impact between the two. So I'm just trying to better understand what else is driving you to feel so comfortable in that 7.97 or exceeding 7.97 target?

Yes, it's a great question, Yaron, and what we would say is we delivered 7% EPS growth in 2017, including a headwind from both a higher effective tax rate and significant one-time impact in other expense year-over-year. Our underlying effective rate was 17.5% for 2017, so you've got a modest upward pressure based on the changes in your tax reform. However, despite the high tax rate of 19%, we believe strong operational performance, savings, and Aon United model, returns on the investments we've been making in high growth, high margin M&A areas, will continue to reinforce our confidence in exceeding $7.97 in 2018 and delivering double-digit free cash flow growth over the long term.

Okay, just so it sounds like it may be more of a margin improvement story given the investments you've undertaken?

Absolutely, I mean it's operating income growth and it's operating income growth coming from the core, coming from restructuring, and coming from the M&A investments we've made in high-growth, high-margin areas.

Understand as well what we're doing on the One Aon approach on the operating side that Christa described—that's creating operating leverage in our business. This is just about a dollar tax savings that creates greater operating leverage. So as we grow organically, we get a disproportionate benefit from that. And then if you think about sort of the investments and acquisitions in higher growth, higher margin areas, all these things come together to give us the confidence that Christa described.

Okay, and then with regards to free cash flow generation, so you have a long-term target of double-digit growth. If I think let's say the next year, do you think it's reasonable to expect that level of growth in 2018 on an underlying basis?

Yes, I mean what we would say, Yaron, is we're looking at double-digit free cash flow growth over the long term. So, that's every year over the next couple of years and what we would say is it's driven by '18 is absolutely going to improve, and you still saw 6% underlying free cash flow growth in 2017, and really it was actually looking much higher than that and driven by very strong organic growth in Q4. We had slightly higher working capital, so you can say that you're generating even in 2017 with everything going on. We think 2018 will improve and 19, 20 and 21 will continue to accelerate from that.

Okay, got it. And one final question, just you have very strong growth in the reinsurance brokerage business. Can you maybe walk us through your thoughts as to the ILS market in 2018. I think we've seen a lot of replacement of capital in the last quarter and a bit. How do you see that market develop over the course of this year?

Yaron, first of all, we had a remarkable year in reinsurance for colleges and we've just done a terrific job in that category as we are number one in 3D, we're number one in fact, we're number one in ILS and made another additional investment sort of outside that that sort of really was a remarkable year and we actually had progress on the organic side in all categories—wasn't just one category. And we also continue to make substantial investments across the board to sort of strengthen or do nowadays in the context of that. So against that backdrop, when you think about sort of the ILS market, number one of that marketplace performed exceptionally well. If you look at now was about $600 billion in global reinsurance capital overall and alternative capital increased to about $82 billion give or take, so it's kind of 14%, 15% of the overall global reinsurance capital pool. It was all terrific performance there and again our colleagues were just absolutely remarkable in both the level and quality of work they did throughout ’17 and actually into ’18 as we watch capital come back in and replenish losses, so you're right it was a remarkable year for us on the reinsurance side across the board, including in the ILS world.

And do you have any thoughts with regard to how that continues to develop in '18?

Well, listen if you think about growth overall for us in '18, and you mentioned growth at the beginning, and I would sort of say sort of in that context we're going to continue to make progress as I mentioned we had some small benefit. In terms of sort of the reinstatements that happened sort of at the end of the year, so there's a bit there, but we really saw growth in all the different areas I described before. You'll see a continuation of growth across Aon. I don't think we always think about it from an Aon standpoint; 3% in '14 and '15, 4% in '16 and '17, and you'll see that trend continue as we move into '18.

Thank you. I appreciate all the color.

Thanks. Good Morning. Sort of a small-ball question when you've got reinstatement premiums driving to a limited extent reinsurance organic growth. Are there any expenses offsetting those incremental revenues?

There are some, and again I would think about this morally. We've got the level of service required in the complexity of what went on sort of at the end of the year is just absolutely astronomical, so the things that cause that sort of that in the ecosystem of sort of comes together in sort of the service of the client. The payment of claims, the movement of service overall—so for us, this kind of all blends together. So there is a little bit of potentially some upward pressure or upward benefit on the margin side but I wouldn't overplay that. Nor would I reply to the impact of the reinstatement. They were there; they were real, but when you think about performance overall it was really driven by fundamentals on the reinsurance side.

Okay, that's helpful. And then I guess this is for Christa. Can you walk us through I guess directionally how changes in interest rates affect or interact with the new pension accounting?

I'm not sure, Meyer, I just need a little bit more about your question because obviously interest rates, if interest rates were to rise, they have a positive benefit to our pension unfunded liability and pension contributions. By the time 100 basis point increase in the discount rate which is really equivalent to AA corporate bond rate reduces our pension unfunded liability by about $400 million, and so I mean I don't know if that's helpful or what you were looking for.

It is, I just want to put that in the context of the new standards above the line versus below the line items.

Sorry, there is no impact on the above the line, below the line. It's just a movement in the location of the P&L. It used to be in comp and benefits expense; it's now in other income and expense. There's no change to the absolute dollar in the P&L. I mean we’ve given guidance that what you should expect in other income and expense on that pension specific item is about $10 million in expense a quarter.

Right, so just to close the loop, if interest rates continue to rise, then that would benefit the expenses going forward.

Yes, it would.

Hi, good morning. My first question you guys are pretty strong pickup in growth in commercial risk. I think there were some timing moves in the third quarter, if you could just give us kind of a little bit of an outlook in that business and would you expect you guys pointed to a stable market impact overall in the fourth quarter, would you expect exposures and prices to move when we think about the market impact for 2018?

So at least a couple perspectives, first on commercial risk, and again remember we're breaking out commercial risk differently than anyone else, so we used to have all these together, now we're breaking out this specifically. We'd encourage you to look at that over the course of the year and you see ’17 has continued progress over ’16. Our colleagues continue to do a terrific job; net new business generation was at record levels, so really terrific on the commercial side. And from a pricing standpoint your question we have to look at all, and as we look at our overall book and we calculated down to individual risk, exposures were modestly positive as we described, pricing was marginally negative, still marginally negative leading to a relatively stable market impact overall. I would have to say that as we said before insured values are what's most important; they drive more the economic impact than anything else. And as we absorb the global economic environments, we believe it looks slightly better in ’18 than it is in ’17, which has positive implications. But I would emphasize as we continue to do our work and make our investments in data analytics, it means we're evaluating risk at a very detailed micro-client level which we believe enables much better outcomes in pricing. In terms of issues for our clients, it's much less about the state of the market and more about individual client dynamics that drive sort of what happens for us overall. And there's already a market in both price and quote where we've cut down in our client relationships to get better return on quoted pricing and what we're doing there. The investments in these kinds of capabilities, we think create great outcomes for clients again, analyzing at the individual level, and in our client for as example we got 800 clients, so there are now 300 placements. The clients were up 25%, and so in this case we told their choice. They're seeing an up and opportunity which is much better for them and so it's less about the overall market and where they are specifically. We even had a client in energy client, Caribbean energy client that frankly had undergone some trauma, was worried about literally whether they were going to come out in overall process to Aon client 3D and other analytics, and ended up actually at roughly stable pricing with very strong terms and conditions and absolutely thrilled sort of the overall outcome, so I want to put in perspective on how we think about sort of the overall market environment much more around clients and market.

Okay, thank you. And then in terms of the tax payment, I know in the first quarter of last year there was obviously a benefit from stock comp, so we think about the 19%, is that excluding if we can see any kind of benefit from the stock comp accounting in the first quarter and kind of X any other discrete items?

At this stage, Elyse, it is all encompassing on that—we would say it is based on our initial interpretation and changes in U.S. legislation, kind of functions of geographic mix and impact of discreet and therefore that’s our full-year non-GAAP effective rate at 19, and then based on what we see during the year this rate could be up or down.

Okay, great. And then another question in terms of you guys have raised the savings program by $50 million this quarter, but the cash charges have gone up by $275 million. I'm just trying to understand if we think about those two numbers together, why would it have, why is it taking $275 million of additional charges to yield $50 million of additional savings? And basically reducing the yield, the yield on the charges of the entire program, what kind of really drove the higher cost with the $50 million this quarter?

So Elyse we don't really think about it that way. We think about it as an overall portfolio of the program, and therefore we think about $1.175 billion in cash driving $450 million in savings, which is a terrific return on investment as I said earlier on restructuring. We do really think about restructuring, share repurchase, M&A, any kind of cash investment on a return on invested capital basis, cash-on-cash return. And so we're looking at this cash-on-cash return and saying that as an exceptional return. And we've identified for the savings, and we thought that it made sense to deliver those savings, and so that's really how we're managing this on an overall portfolio basis as opposed to the incremental way in which you described it.

Okay, great. And then one last question on the share repurchase. Obviously it's been a bit tricky this year just given some of the acquisitions and when they closed, how should we think about the level of share repurchase going forward for 2018?

So first of all we don't give guidance on share purchases. What we can say is we've got a strong balance sheet, cash left over from investments, $1.3 billion at year end 2017, we're generating strong free cash flow growth through the operating income growth and working capital improvements as we said, and we look at allocating capital based on the highest return on capital, and share purchase remains the highest return on capital activity across Aon, which is why you saw us do $2.4 billion share repurchase in 2017, and we expect to continue share repurchase in 2018.

Thank you and good morning. So I just followed up on this question on the share buybacks. I just working through my math about the 2018 free cash flow is that like if you are adding back the $940 million of onetime tax payments in 2017, we've got $1.4 billion is that run rate like a baseline run rate. Is that the correct way to look at it?

I mean there are obviously some one-time cash outlays, Kai, in 2017, the two biggest ones with a $940 million of cash taxes as you said and the restructuring charges. And so look what I would say is you have underlying free cash flow growth of 6% in 2017. There were one-time items that you should back out to get your run rate, and then we do expect strong free cash flow growth in 2018, driven by strong operational performance in the call, restructuring savings, return on the investments we've made from M&A, and improvement from working capital.

Okay, so if you could do the math, $1.4 starting points, you're going to spend same amount or leave it even more, a little bit more on the restructuring cost. Then you grow double-digit on that and then you take $400 million, dividends you have more than a little bit more than a $1 billion in spending between acquisitions and buybacks, which will be significantly less than what I have seen in 2017.

Kai, I’m not going to give guidance for free cash flow for 2018. We don't give out that number. What I can say is we do expect strong free cash flow growth in 2018. We do have an elevated cash and short term investments on the balance sheet $1.3 billion left over from that cash in the transaction. Obviously, we expect to generate substantial free cash flow in addition to the cash and short-term investments have on the balance sheet to drive overall deployable cash in 2018. We believe the highest return on capital activity to use that cash is share repurchase, and we expect obviously to look at M&A. We've got a terrific M&A pipeline and to continue organic investment as we have in 2017 in high growth areas of the business.

Okay, that's great. My follow-up is on a different topic on the FCA investigation. If I heard it correctly, you mentioned that there are some reductions in terms of regulatory-related costs in the quarter. Could you explain a bit what's behind that? And also, did you have any updates on the FCA investigations?

One of my starts just overall, and Christa can talk specifically about sort of what we did in the quarter because indications sort of how we feel about the process overall at this point. First, we welcome the opportunity to assess wise to make our industry more effective and responsive to clients; fundamentally, that's what this is all about. I’d reserve three things sort of in the context of this. One is around the client imperative and what this all means, the second is the size of our work in this area. Aon’s work in this area because it seems the numbers don't quite make sense to us, and then overall profitability and the impact that this might have been in London that's been written about too, which also don't seem to square with the facts. But the most important piece of this, is in all aspects what we do has to focus on client value and clients—really is a reason our industry exists, and why Aon exists. And we invest in a huge amount in the city to innovate for our clients and even the restaurants got to drive value for our clients to be fully transparent to them in our approach and also the optional. And in every respect, they've got to be able to decide where they want to begin to approach out of the approach and as I described before, Aon client 3D is a great example. We spent years developing the analytics behind it, and we're able now to look at our book of business risk by risk and aggregate it at the portfolio level. This creates enormous benefit for our clients and by the way, 1800 of opted into this—their choice—it's grown by 25% in ’17 coming up on 4000 placements, I think 3800 placements—and gave the example of the Caribbean energy company. I kid you not, this company was in a situation where it was really struggling in terms of what the risk programs and look like going forward, and to be able to take advantage of Aon client 3D 20% guarantee capacity literally fully set on followed price, followed form, followed claims. From, really care was incredibly helpful and even more so, it may be in the lifesaver in terms of how they thought about it, so very, very positive and I would highlight, what we do there is it's a lot of service, a lot of activity under our urge has to do, so we do the underwriting, policy issuance, administration, etc. So the care doesn’t bear that cost we do. I'm really trying to highlight is one point around the client imperative of this. And the second is just the size of our work in this area I've just highlighted for the perspective on this call. I put everything into this category called facilities, although we would argue Aon client 3D is a long way from a classic facility. And the amount we place in the market amounts to less than $40 million in revenue, just for reference, which is sort of a lot of suspect written but that's the facts. And then finally, the one I find most interesting is sort of that the overall profitability is impacting the London market operating costs. Just for reference, it's just not actually correct. If you look at sort of store everything, and our overall benefit what we get paid is we place premium in the London market that yields. So we moved our denominator very straightforward. Everything and including the cost and client 3D everything. It’s basically then flat for the last five or six years, so there's no kind of supernormal return here when you put everything together and anything we get extra sort of on the client 3D piece again we're investing heavily to actually do services that underwriters used to do, so for us the most important piece of all of this, as I were started was we just see such great value for clients in getting our risk placed and getting our claims paid. This is an area of substantial investment for us. And we absolutely welcome the opportunity to assess how we can make our industry more competitive on these fronts. Now against that backdrop, the punch line of that is you ask us, how do we assess our risk, is it going up or down? Christa may be you can talk about both the action we took in the quarter.

Yes, and so what you saw in the quarter Kai was that we took a reduction, a $14 million in charges related to certain U.K regulatory and compliance matters. As we believe our U.K. regulatory risk is less than we previously anticipated.

I just want to say thanks everybody for taking part today. We look forward to discussion next quarter. Thank you very much.