威達信集團 (MMC) 2008 Q2 法說會逐字稿

Good day, everyone, and welcome to MMC's conference call.

Today's call is being recorded.

Second-quarter 2008 financial results and supplemental information were issued earlier this morning.

They are available on MMC's website at www.mmc.com.

Before we begin, I would like to remind you that remarks made today may include statements relating to future events or results, which are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are subject to inherent risks and uncertainties.

In particular, references during this conference call to anticipated or expected results of operations for 2008 or subsequent periods are forward-looking statements, and MMC's actual results may be affected by a variety of factors.

Please refer to MMC's most recent SEC filings, as well as the Company's earnings release, which are available on the MMC website, for additional information on factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today.

I will now turn this call over to Mr.

Brian Duperreault, President and CEO of MMC.

Good morning and thank you for joining us to discuss our second-quarter results reported earlier today.

I'm Brian Duperreault, President and CEO of MMC.

Joining me in presenting on the call today are Matt Bartley, our CFO, and Dan Glaser, CEO of Marsh.

After I make some brief remarks, Matt will present our financial results, and Dan will share with you his insights into Marsh's strong performance during the quarter.

I'd also like to welcome our operating Company CEOs to today's call -- Michele Burns of Mercer, Peter Zaffino of Guy Carpenter, John Drzik of Oliver Wyman, and Ben Allen of Kroll.

Also joining us is Mike Bischoff, our Head of Investor Relations.

Let me begin by saying that MMC's excellent results in the quarter were driven by significantly improved operating performance at Marsh and strong revenue growth at Mercer and Kroll.

Looking at Marsh's performance in the quarter, it is clear that the recovery is picking up speed.

Revenue is growing throughout the world, reflecting both higher client revenue retention and increased new business.

Expenses are being closely monitored, with a noticeable improvement in management accountability.

And morale is significantly improved.

Senior leadership at Marsh has acted on input from colleagues from around the globe, and employees are embracing the resulting changes.

They not only are willing to change; they are asking, "What more can we do?" In the near future, Marsh will be making several important changes and improvements to its business model, and Dan will discuss these in his remarks.

All of these efforts should allow Marsh to show continued improvement, even as the soft insurance market cycle continues.

At Guy Carpenter, difficult market conditions continue to affect results.

Our previously announced restructuring at Guy Carpenter was in reaction to net new business declines in the first part of the year.

The execution of the restructuring has gone well, and all necessary steps are being implemented rapidly, a credit to Peter Zaffino.

These were tough but necessary steps that needed to be taken to protect Carpenter's profitability.

Additionally, Peter and his team have reduced other costs to better align expenses with revenue levels.

As a result, unlike the first quarter, when there was a meaningful decline in Carpenter's profitability, this more disciplined approach resulted in only a modest decline in the second quarter.

And lastly, we are seeing improvement in Carpenter's new business origination, with a success rate of competitive RFPs year to date significantly ahead of what was achieved in 2007.

However, the majority of this new business will not impact revenue until next year.

Mercer had an excellent quarter.

This was a continuation of the strong revenue growth we saw from Mercer in the first quarter.

Underlying revenue growth in the quarter was 9%, with a strong growth experienced across all businesses.

Areas of particular strength were investment consulting and health and benefits.

While we are satisfied with Mercer's growth, we are also sensitive to the current economic environment, particularly in the United States and the UK, Mercer's two largest geographies.

To address this, Michele and her team have begun to prudently implement cost containment measures to maintain growth and profitability even if revenue growth moderates.

Conversely, Oliver Wyman, which makes up 30% of our Consulting segment, has seen a weakening of demand, primarily from US-based clients.

This caused underlying revenue growth in the first half of the year to slow to 4% from the mid-teens growth Oliver Wyman experienced over the last four years.

We are also seen early indications of slower growth in Europe.

As a result, John and his team are vigilantly managing operating expenses and consultant productivity.

Taken together, we're pleased to report that the strength at Mercer more than offset this weakness at Oliver Wyman.

As a result, we reported an increase in operating profit for our Consulting segment in the second quarter.

Turning to Kroll, the second quarter showed very strong revenue growth, 20% on a reported basis and 11% underlying.

This strong growth occurred at Ontrack, which provides litigation support technology services, due to exceptionally strong demand for electronic discovery; and in the business intelligence and investigations group, which provides outsourced investigative services, transactional due diligence and security-related consulting.

Not only did Kroll have a strong quarter with respect to revenue growth, we were also pleased to see Ben and his team significantly improve profitability.

You will see the profitability for the Risk Consulting and Technology segment improved on a non-GAAP basis.

However, this understates Kroll's significant improvement in profitability as the corporate advisory and restructuring business, which is also in this segment, had a loss in the quarter.

Let me conclude by saying I'm very pleased with the amount of progress we've made throughout MMC in the past six months.

We have reestablished the earnings power of Marsh.

This quarter, each of our segments saw an increase in revenue and operating income.

And although a great deal of effort is still required, it's gratifying to show strong operating results this quarter.

We are excited about the future.

With that, I'll turn it over to Matt to present our financial results for the quarter.

Thank you, Brian.

Good morning.

Before I discuss MMC's financial results for the second quarter, there are two matters that I want to highlight.

First, we changed how we present the results of our strategic investment activities.

Consistent with how we now evaluate operating performance and allocate resources, we took those investment activities out of operations and now separately present them below operating income on an investment line.

This primarily relates to Risk Capital Holdings, which was previously included in the Risk and Insurance Services segment, and also includes a small amount of investments in the Risk Consulting and Technology segment.

A summary of our results that reflects the change in presentation since the first quarter of 2007 is included in the supplemental information in our press release, the schedule on page 13.

Secondly, last quarter, you will recall that MMC performed an interim assessment on the goodwill ascribed to the Risk Consulting and Technology segment, and that interim assessment required a non-cash accounting impairment charge in the first quarter.

We indicated then that we would perform the more comprehensive Step 2 phase of the assessment required by the accounting rules in this second quarter.

And our results for this quarter include an additional charge of $115 million, or $0.22 per share.

In sum, the total accounting impairment charge taken in the first half of 2008 amounts to $540 million, or $1.04 a share.

There is no tax benefit relating to this charge, nor any impact on MMC's cash flows, tangible equity, or any consequence to its outstanding debt covenants.

Let me now take you through MMC's second-quarter earnings per share, looked at on a non-GAAP basis.

Please refer to Schedules 10 through 12 in our press release for reconciliations of the GAAP and non-GAAP numbers that I will be referring to.

We start with EPS from continuing operations of $0.11.

We do not include the $0.02 of income from discontinued operations in the quarter.

Noteworthy items in this quarter, primarily restructuring, totaled $63 million, or $0.08, which we add back for non-GAAP purposes.

The impact of the accounting impairment charge, as I just indicated, was $0.22, another add-back.

As a result, we view non-GAAP EPS for the second quarter of 2008 as $0.41, compared with non-GAAP EPS of $0.35 in the second quarter of 2007.

This represents an increase of 17% year over year.

Notably, this strong growth was achieved despite a substantial negative swing in earnings at Risk Capital Holdings, which had a year-over-year impact negatively on EPS of $0.06.

I should note here also that from where we now sit, Risk Capital Holdings is expected to show a loss in the third quarter this year as well, in the range of the loss for this quarter.

Note that this is well below the $74 million gain that RCH produced in last year's third quarter.

Looking at MMC's overall financial performance in Q2, it was very strong on both top and bottom lines, reflecting the net benefits of a diversified portfolio of businesses.

MMC had strong revenue growth across reporting segments in difficult operating environments.

In the second quarter, consolidated revenue rose 9% to $3 billion, driven by solid growth at Marsh, Mercer and Kroll, and the revenue growth on an underlying basis, as indicated in the press release, was 4%.

Turning now to the segments, revenue for the Risk and Insurance Services segment grew 5%, or 1% on an underlying basis.

On a non-GAAP basis, operating income at Risk and Insurance Services rose $92 million, from $115 million in last year's Q2 to $207 million this year.

For the six months to date, the non-GAAP operating margin for Risk and Insurance Services increased from 13.2% to 16.2%.

This is an impressive improvement in the operating margin, even including the hurdle of a not insignificant decline in fiduciary income in the quarter.

Now, within the segment, results for the quarter were strong at Marsh and all indicators are positive.

Revenue increased 8% to $1.2 billion, or 3% on an underlying basis.

Marsh's underlying client revenue retention rates, which measure the dollar amount of client revenue retained from the prior year, also improved for the second consecutive quarter and are now within the range we experienced in the last extended soft market.

New business remains robust, with year-over-year growth in each of the past nine quarters.

Although helped by organic revenue growth, Marsh is improving profitability, mainly through expense reduction and cost discipline.

These have driven a significant decline in other operating expenses on a year-over-year basis.

In fact, Marsh in the second quarter saw 3% organic revenue growth while holding underlying expenses down 5% on a non-GAAP basis.

The impact on profitability is telling.

Modest underlying revenue growth, coupled with stronger expense discipline, increased Marsh's operating margin through the first six months of 2008 by about 500 basis points on both a GAAP and a non-GAAP basis.

Now, the third quarter is Marsh's lightest revenue quarter, so its margin will not be as strong as you have seen in the first half of the year.

However, we do expect to see significant improvement in margin in the third quarter on a year-over-year basis.

By any measure, Marsh's performance is much improved this year.

Turning now to our reinsurance broking operations, reinsurance rates have continued to decline, as you well know, and this trend continued through the July renewals.

As discussed in the first quarter, Carpenter embarked on and has now almost fully executed a restructuring program to improve its profitability against this backdrop of declining rates.

The workforce has been reduced by over 300, or more than 10%, at a cost of $30 million, with annualized savings of $40 million.

More generally, on a non-GAAP basis, second-quarter operating expenses, apart from the restructuring charges, declined commensurate with the quarterly decline in revenue.

Turning now to Consulting, growth in both revenue and operating income, as indicated by Brian, was led by Mercer.

Mercer's overall revenue performance was impressive, especially given the current economic environment -- 14% growth on a reported basis and 9% underlying.

Moreover, and encouragingly, each of Mercer's businesses generated underlying revenue growth.

And Mercer's second-quarter operating income rose 11% on a GAAP basis and 9% non-GAAP.

Oliver Wyman's results in the quarter were negatively affected by client responses to adverse economic conditions, particularly in the US.

Revenue growth decelerated.

Oliver Wyman's reported revenue growth was 10% in the second quarter and 11% for the first half of '08.

On an underlying basis, revenue growth was 2% in the quarter and 4% for the first six months.

And because revenue growth has declined more quickly even than anticipated, Oliver Wyman has seen a marked decrease in profitability this year.

As a consequence, specific steps have been implemented and are being implemented to reduce operating expenses across operations.

Revenue for the Risk Consulting and Technology segment rose 13%, with underlying growth at 6%.

On a non-GAAP basis, operating income for Risk Consulting and Technology rose 10%, from $30 million to $33 million.

Kroll, which represents 85% of the revenue in this segment, had a very strong quarter, both in terms of revenue as well as operating income.

Kroll's revenue of $240 million reflected underlying growth of 11%.

Its litigation support and data recovery business had very strong growth, with underlying revenue of 21%, driven by growth at Ontrack.

Kroll's risk mitigation and response unit also had strong revenue growth, up 20% on an underlying basis, driven by solid growth at the business intelligence unit.

The other unit in this segment, the corporate advisory and restructuring group, which was separated operationally from Kroll in Q1, saw its revenue decline 13%.

It should be noted that CARG, the restructuring group, which last year had a solid operating margin, swung to a loss in this year's Q2, which makes Kroll's performance in the segment that much more impressive.

A word on our financial condition and our increasing financial flexibility before I close.

We ended the second quarter with $1.2 billion in cash.

The final compensation fund payment of $170 million was made this past June.

And as you know, our cash generation typically accelerates in the second half of the year, and we do not have any additional debt maturing until June 2009.

And our defined benefit retirement plans in the US and the UK, despite recent equity market declines, continue to be overfunded.

Net debt was $2.4 billion at the end of the quarter, a significant decrease from $3.8 billion at the end of the second quarter of '07, which continues the significant deleveraging of our balance sheet begun three years ago.

Finally, please note that our share count on a fully diluted basis has decreased by 40 million shares from the second quarter of 2007.

The quarter-end count now fully reflects the 48 million shares received from both of our accelerated share repurchase programs initiated in 2007, with the final tranche of almost 11 million shares delivered to us in March of this year.

With that, let me turn it over to Dan for an update on Marsh.

Thank you, Matt, and good morning, everyone.

I'm pleased with the performance of Marsh for the second quarter.

We have a long way to go, but our results this quarter reflect strong progress on many fronts.

Today I will take a few minutes to review the quarter and share some of the actions we are taking to continue to improve our financial performance.

Marsh grew revenue by 8%, 3% on an underlying basis.

This underlying growth was broad-based.

EMEA was up 5%, Asia-Pacific grew 8%, Latin America rose 1%, and US and Canada increased 1%.

While revenue was up 8%, our expenses on a GAAP basis were flat and on an underlying basis were down 5%, driving a significant improvement in our margin in Q2, compared with the second quarter of last year.

In fact, we earned materially more in the first six months of this year than we earned for all of 2007.

On a non-GAAP basis, Marsh's net operating income in the second quarter increased by more than $90 million from the second quarter of 2007.

For the first six months of 2008, the increase was over $130 million.

I'm pleased with these results, and they reflect a significant improvement from our performance just a short time ago.

Our new business was up 6%, or 3% on an underlying basis, in the quarter, led by a solid performance in our international operations.

These levels of new business demonstrate that we continue to win in the marketplace.

Year to date, we have generated $466 million of new business, an increase of 11% on a GAAP basis and 5% on an underlying basis from last year.

Also, we have seen meaningful across-the-board improvements in our client revenue retention rates.

On a global basis, through the first six months, our client revenue retention rate has improved 5 percentage points, compared with the second half of last year.

I feel good about our revenue performance in the second quarter.

We're winning in the marketplace and we have clearly gained momentum.

I'm also pleased with the greatly improved morale and how the organization has responded to our drive for greater expense discipline, defined by our mantra, "Think Like an Owner."

As I mentioned earlier, our expenses in the quarter were flat compared with last year, and this includes $22 million in severance charges related to position eliminations in the quarter.

On a non-GAAP basis, underlying expenses were down 5%.

This reflects the benefit of a much greater cost discipline on many fronts.

We're holding our managers much more accountable for expense control at a very detailed level, which is contributing to the significant cost reduction.

Our other operating expenses fell 15% in the quarter, with declines showing in many areas as we cut down on spending, not specifically tied to better servicing of clients.

As examples, we are seeing significant reductions in marketing and advertising, nonessential internal meetings, and consulting fees.

In addition to cutting spending, we have also reduced staff.

In Q2, we eliminated approximately 360 positions.

This was in addition to the 150 positions that were eliminated in the first quarter.

Total restructuring costs so far this year have been $36 million, which will result in annualized savings of more than $45 million.

At the beginning of July, we completed our outsourcing arrangement for back-office functions in the UK.

As part of this transaction, about 600 Marsh employees have been transferred to Capita Group.

This transaction will reduce our operating costs and improve the quality of our service.

My team and I have also completed plans for additional reductions.

The cuts largely will come from corporate, back-office operations and non-client-facing areas.

We will also see reductions as a result of the operating model changes we are making in our US business.

We're being surgical with these reductions, which will be largely executed this year and will result in an additional 900 position eliminations, a portion of which will come from attrition and further outsourcing.

As with revenue growth, it is early days in terms of expense control, but we are starting to see the benefits.

We view this as a multiyear process that will greatly improve our competitive position and significantly increase profitability.

Now, let me give you the broad outlines of our improvement plan.

We have already completed what I like to call the first wave of these plans.

We established the senior management team.

We reorganized Marsh's global organizational structure.

We streamlined reporting relationships.

And we established better P&L accountability with managers, while sharpening our focus on clients and colleagues.

Since these early steps, we have diagnosed our most critical performance issues and developed plans for further improvement.

These plans are aimed primarily at improving our operations in the United States and continuing to position ourselves for growth and margin expansion internationally.

We're now in the early stages of the second wave of operational improvements and major initiatives that will include the following: fundamentally changing our operating model in the US through client segmentation and placement hubs; pricing of services discipline; enhanced commissions; international expansion; and continuation of expense reductions.

Let me touch on a few of these.

Client segmentation -- a new US operating model built around a more segmented approach to business development and servicing our clients will better position us for growth and further margin expansion in the future.

We will do this by developing service platforms and operating approaches for different client segments.

Large global clients require a different level of service than our middle-market and small clients do.

Although the organization previously attempted to pursue a more segmented approach through its middle-market initiative, we never fully developed differentiated service offerings for our segments.

We will do this now.

Hubs -- we will establish placement hubs as part of our new US operating model.

The hubs will add value to clients, carriers, and to Marsh.

International expansion -- our plans for earnings growth and margin expansion in our international business fall into two categories.

The first is driving margin expansion in some of our larger markets.

The second is to position ourselves for continued growth in emerging markets and other economies where economic growth and our strong position provide opportunity for further expansion.

Our international results in the second quarter provide evidence of the opportunity and our early progress.

As I said, I'm pleased with the progress we're making.

Our trends are improving and we're gaining momentum.

Morale is excellent.

The response of our colleagues globally has been outstanding, and I couldn't be more proud of our team.

We're instituting a culture of cost discipline, one where colleagues think like owners before committing Marsh's resources.

At the same time, feedback from our clients has been extremely satisfying.

They understand what we're doing and they agree with the message that we need to be fairly compensated for the value of the work we do.

However, I want to make sure you understand that although the news is good, we still have a long way to go before we can say that our business is where we want it to be.

The market continues to be challenging and we still have a lot of work to do to create a more disciplined sales- and growth-oriented culture that will drive more consistency in our topline results.

However, I'm confident that we will continue to engineer a significant improvement in Marsh over the next couple of years.

Thank you, and I look forward to updating you on our progress over the next several quarters.

And with that, I'll turn it back to Brian.

Thanks, Dan.

Thanks, Matt.

Now I would like to begin our Q&A.

And as a reminder, we have our operating company CEOs here with us who can help answer any questions you have.

So, operator, we're ready to begin the Q&A.

(Operator Instructions).

Keith Walsh, Citi.

First question, just for Dan, when I think about, I guess, the Americas, roughly 35% to 40% in revenues of total, it seems like you're going in surgically to take costs out.

Maybe if you could even whittle that down, is there a subsegment within the Americas that is really where the problems are?

If you could just give us some color around that, thanks.

A couple of things.

One, when we look at the 900 job cuts, let's bear in mind, first of all, that about 200 of those roles will be outsourced, and we'll probably have another 100 or so which we will manage via attrition.

So the lion's share of the remaining exits within that will be in the United States.

We have several parts of our business where I feel that we can reduce expense and reduce our employee count without affecting client revenue at all.

To give you some examples, in the second quarter we eliminated a group which we called the Policy Management Group, which was set up only two or three years ago as a policy-checking, policy issuance area.

But as you know, a big part of our business is in the large accounts space, and most of those policies are manuscripted and bespoke.

And so, it added a redundancy, because clearly, the client team has to review a bespoke policy and take responsibility for that.

And all it did was sort of add cost as we sent those policies to a central location, and it added time as well in terms of our ability to deliver timely policies.

And so that, that was about 200 headcount right in that group.

When you look at our business, our approach in the past has very much been a one-size-fits-all strategy in terms of service and account handling.

And so, when you look at that, and since our tradition is a large account area tradition, what it tends to mean is that we do better in the large accounts space, and as we drift through middle-market and into small, we struggle on the efficiency side and on the cost side, because we're giving large account solutions to customers that are really looking for broad and comprehensive products rather than bespoke solutions.

So, if we have a focus, it will be more in that middle and small area.

And then just to follow up with the placement hubs, maybe if you can give us a little more color around timing and magnitude of how beneficial that could be.

And that's it.

Thanks.

Well, where we are today, we have distributed placements.

So that means that in about 60 offices, we're doing property and casualty placement activities.

And you could imagine, we've got a great deal of variability with that.

We have offices that have a great deal of volume, and they do a terrific job.

We have other offices which have very limited placement volume, but yet they are maintaining placement organization.

So, in my mind, hubbing placement is absolutely critical to the delivery of the absolute best terms and conditions available in the marketplace for our clients.

So I think it would be -- concentrating that placement and product expertise will be a big win for our clients and will help on some industry issues, for example, like improving contract certainty performance, which is a big issue, and we've made a lot of progress in the UK.

But I think we can do the same thing in the US.

I also think carriers will benefit from hubs.

The reality is, most carriers don't have as distributed an underwriting platform as we have a distribution platform.

And so we've heard very good feedback from carriers about organizing around our hubs, which will make them more efficient and save costs and will give us some ability to work together to create things like standardized submissions and gain efficiencies that way.

And of course, for us, removing some of the variability and focusing our placement personnel in a more controlled environment will lower our costs and will reduce our E&O exposure, and it would also enable us to focus some of our technology expenditure on improving the whole placement process.

Meyer Shields.

Stifel Nicolaus.

I guess another question for Dan, if I could start with that.

Obviously, pushing for higher revenues, whether it's commissions and fees, is going to be a permanent process.

But can you give us some insight in terms of how far along you are compared to where you should be at this point in time?

Well, I'm happy with 3% organic growth in the quarter, and I'm happy with some of the progress we've made in the US.

We're starting -- a lot comes with confidence.

A lot comes with how people feel about themselves, how they feel about the Company.

And when they feel good about the stability in the firm and that the Company's on the front foot, they feel a lot more confident to ask their client for a fee review, as an example.

Some of the things that we're seeking on the fee side, as an example, I think are pretty standard in other businesses, along the lines of, let's say, inflation adjustment.

There's not too many clients that have a philosophical problem with having an adjustment based upon inflation built into our contract with them.

We have all kinds of different ways, in my mind, in order to grow revenue.

I think our segmentation strategies will enable us to grow revenue.

I think our placement hubs will make us more competitive in the market and will win more deals.

Right now, there's been a shift in the last six or seven months toward offensive RFPs as opposed to defensive RFPs.

And right now in the United States, almost 80% of our RFP activity is on offense as opposed to playing defense.

So that's a fundamental shift from where we've been over the last few years.

And in terms of enhancing what we call our pricing of services, a lot of that is our looking at the way we do business.

I've been very cheered as I've gone around the country with how many clients have said that we offer terrific value and terrific services, and that they fundamentally rely on Marsh on a strategic basis.

I think that puts us in a good position to have a discussion with regard to compensation.

Okay, thanks.

And just a quick follow-up for Matt.

Can you give us the impact of foreign exchange on, I guess, EPS and the brokerage margin?

It was not significant, so I would say we got a slight benefit.

Some of our competitors show pretty substantial benefit.

But ours doesn't approach that.

So, both on an aggregate basis and specifically in the Risk and Insurance Services segment, it was a bit more than de minimis, although we have a discussion about whether that's the right term, but very slight.

Larry Greenberg, Langen McAlenney.

Actually, my question was answered.

Matthew Heimermann, JPMorgan.

First, on Oliver Wyman, I guess, could you just talk maybe a little bit about what you're seeing in the pipeline?

Because I would suspect that you have some visibility with revenues.

So is the pipeline flowing even faster, I guess, or more dramatically than we're seeing in the reported organic at this point?

I'm going to let John answer that question.

John?

Sure.

We're seeing continued headwinds in the pipeline for the second half of the year, probably comparable to what we had for the first half of the year rather than better or worse at this stage.

Okay.

And then just in terms of -- with the discussion that you're seeing signs of Europe weakening, is that just US, you've seen the worst of the US at this point?

Yes, I think our business follows the broader economic pattern.

So, as right now, the US is the weakest economy, and that's where our business is weakest.

We're expecting that some of that may move into Europe, and we're seeing some early signs of that.

But that may be balanced by some recovery in the US business.

So right now, we're not seeing the business in aggregate looking to be worse than it's been, but because of the spread, there may be continued headwinds in the global business for some period of time.

Okay.

And then just a follow-up for Dan was just, I think somebody suggested that retention was near historical levels.

I didn't know if that was -- if I heard that right.

And if no one opined on it, could you just talk about where retention levels are versus history at this point?

Okay, so let me approach that in two different ways.

We tend to manage to client revenue retention.

And the point that Matt made was the client revenue retention levels are at the historical soft market level.

So the comparison would be when we look at some of the soft market conditions in the late '90s, that would be the comparison with that.

From an account retention level, which we don't think is as meaningful, for a variety of reasons, to manage to, but I'm also pleased to say that our account retention levels, both in the US/Canada division and internationally, are at historical norms, which are in the low to mid-90s, depending on geography.

Okay.

And then could you maybe give us a sense of what the spread is between soft market and hard market retention?

It's a couple of percentage points.

And it depends upon what point you are in the cycle.

So the reference that I made was an extended soft market, where you really felt the brunt of the soft market play through over a period of time.

But it's a couple of percentage points.

Jay Gelb.

It's Jay Gelb from Lehman.

I was wondering if you could sort of break down for us the anticipated expense savings as a result of the restructuring in Marsh, and then what the offsetting expense -- what the offsetting investments would be, so kind of the net level of expense reduction?

I can very much understand the question.

I can't answer it in full, but I will answer it in part.

As you know, when we look back a little bit in Q4, we had disclosed that we were going to achieve about $125 million of expense savings.

And at that time, we said a fair amount of that, a heavy amount of that would roll back in through inflationary adjustments due to comp and other activities.

And so I imagine that is part of what underpins your question.

But let me address it this way.

In addition to that $125 million, through this year we've made significant changes to our expense policies, as an example, our T&E policy.

And we expect to see about $25 million of benefits on that through 2008.

When we look on a year-to-date basis, we've eliminated 500 positions and we've outsourced 600 employees to Capita in the UK.

The year-to-date restructuring has been $36 million, and the annualized run rate savings from that is $45 million.

As we move through the rest of the year and the balance of the restructurings that we do, we expect the proportionality to be similar.

Okay.

And then if we look at the overall Risk and Insurance segment, I think a 20% pretax margin was put out there as a reasonable goal.

At what point do you think you can get there?

I'm not sure who made that goal, but --

Maybe an older one.

Yes, maybe.

I think for us, we have like a two-step process.

And one of them is to get us competitive, so get us at levels that the competition is achieving.

We'll get there, then we go to the next step, which is to beat the competition.

So whatever that is, it is.

Okay.

And then just for Michele, what type of margins do you think the Consulting segment can generate in this type of economic environment?

In this economic environment, we probably are in this low to, say, midteen range.

Over time, as we continue to grow the firm and scale certain of the businesses, I think you will see that we can achieve mid- to high-teen ranges on the margin line.

Particularly, it takes effect as our outsourcing business, which is becoming more and more significant, continues to scale.

Similarly, our Investment Management business, as it continues to scale, it will improve the margin as well.

So I would expect, over a longer time horizon, you would see margin improvement that would be marked.

Alain Karaoglan.

It's Alain Karaoglan with Banc of America.

Congratulations on the nice improvements and results this quarter.

Dan, in your comments you mentioned you have a long way to go for business to be where you would want to be.

And maybe if I could ask that question to both Dan and Brian, where do you want to be, and is there a timeframe by which you want to get there?

What were you thinking about when you made that comment, and what sort of timeframe do you think about?

And you might still be reluctant, Brian, to mention any financial metrics that these relate to, but I don't know if you have fine-tuned your thinking on that or not.

Dan, do you want to start?

Yes, I'll start.

One, I'm a firm believer that you're never done.

There's always a smarter way of doing something.

There's always more margin to achieve.

So we're not going to get to a point and stop and say we're there and get complacent.

We clearly have had underperforming margins.

So, over -- I think a reasonable period to look at when you're taking a business and driving margin improvement is, over a two-to-three-year period, you're going to drive some fundamental changes, and then you're going to make further changes from there.

So at the end, I think you'll see some significant improvement in our margins as we go through this year.

I would expect that to continue next year as well.

And as we go forward, I really think in 2010 and beyond we'll be looking to optimize parts of our business.

I've always believed Marsh is the finest insurance brokerage firm in the world, and there's a great deal of opportunity for us.

And I wouldn't trade our strategic position with anyone.

Dan, it's tough to top that.

I think you said it all.

Jay Cohen.

Jay Cohen from Merrill Lynch.

I have one question and a follow-up, I guess both relatively simple, I think.

The first one, the tax rate on the adjusted earnings looks like it was down 200 to 300 basis points from the first quarter.

And I'm wondering, what was the cause of that?

The tax rate this quarter was benefited from the geographic mix of earnings.

Normally, when you see a move -- I think the move is a little bit less than the one that you articulated or enumerated there.

But normally, when you see a move like that, there's something else going on.

But here, it was really the geographic mix that helped us considerably.

Now, the benefit that we got on tax line we kicked away a little bit, you may have noted, on the corporate line, where we had some incremental expenses in the quarter that we do not expect to recur.

So, net-net, we probably didn't benefit any on a net basis to EPS.

But it was purely the geographic mix of earnings.

That's helpful.

And then lastly, maybe for Brian, the Company has done a pretty good job of managing capital, meaning buying back stock, frankly, over the last several years.

And I'm wondering, my sense is that you historically have not been a big believer in buybacks.

But I'm wondering, with Marsh and given the strong cash flow, what your feeling is on that?

Just an unfair reputation I have.

I think it really is a question of what's the best use of the capital.

And we're constantly looking for places to grow, organic and through acquisitions.

And so, that does have my priority, but that doesn't mean we wouldn't buy back shares if we felt that at that moment the best use of the capital was to buy back shares.

And I have in the past done that in a former life.

But my priorities would be to try to find ways within the business to grow it.

Brian Meredith.

Brian Meredith at UBS.

Two questions here for you.

First, Matt, can you tell us what the year-over-year benefit was from lower pension expenses, if there was any this quarter, and then also the variable comp situation on a year-over-year basis?

Well, the pension expense, similar to what we discussed on the first quarter, we're in the range of $30 million, give or take a little bit, in the quarter as a benefit year over year.

And obviously, some of that flows to Marsh, but it is also spread among a number of the other operating units.

And so that hasn't changed.

And we'll see that play out through the year.

I'm sorry, the second question was around variable comps?

Remember, last quarter you said it was offset by variable comp?

Yes, in fact, that's right, a similar situation happening in this quarter as well, again on a year-over-year basis.

Now, that will fall away in Q3 and Q4.

Okay, great.

And a second question for Dan, just a question on the placement hubs.

Can you maybe talk a little bit about how is this different from what global broking used to be at Marsh, or is it going back to somewhat that kind of a strategy?

Well, placement hubs, in my view, are very much to organize ourselves to concentrate placement capability.

But we're not going to run them as a separate profit center.

They're going to be part of our geography, and it's almost like a placement utility as opposed to a placement profit center.

I'm a big believer in one client at a time.

So there will be no sense of aggregating our clients into the hub.

We're aggregating our capability, and each client will come in as an individual, and they will have the same placement team year over year.

And so it won't be homogenized.

It would actually be very specific to individual clients.

So it's a far different approach.

Okay.

And you don't anticipate clients being a little bit worried by this?

No.

Actually, I've gotten really good feedback from clients to date.

I think where you'll see things, the Company is largely hubbed in several of our key specialties right now.

Most of our excess casualty business is placed out of New York.

Most of our financial lines business has three locations in the country.

And so all we're doing is recognizing that model and solidifying it and making it part of a Marsh model as opposed to where the business as individual units had created on their own.

We're just trying to put some heft behind it.

Bill Wilt.

Bill Wilt from Morgan Stanley.

Most of my questions have been asked.

I just wanted to check back, Matt, in your prepared remarks, I was writing perhaps too quickly.

You commented on Marsh's revenues in the third quarter.

And if I wrote it down correctly, you thought revenues would be, or maybe the second half would slow.

Perhaps you could just revisit -- I think you commented on margin improvement in the third quarter and then revenues, second half '08.

Yes, I was probably speaking too quickly rather than you writing too quickly, Bill.

What I said or what I hoped to indicate there was that the third quarter for Marsh is seasonally a light quarter.

And as a consequence, we won't see the same sort of margin on an absolute basis out of the Risk and Insurance Services segment, driven by Marsh, in Q3 that we've seen in Qs 1 and 2.

Not the case in Q4 -- Q4 is, again, a heavy revenue quarter.

But Q3 is always a bit light.

And so on an absolute basis, we'll see the margin come down.

However, we will see significant margin improvement in the third quarter on a year-over-year basis.

That's our anticipation.

Very helpful.

Thank you.

Meyer Shields.

Meyer Shields, Stifel Nicolaus.

I guess a question for Dan.

With regard to the hearings going on in New York, right now, in the absence of full transparency, do you feel like that's actually costing you either accounts or revenue, when some of your competitors don't have to fully disclose their total revenues?

It certainly is a good question, and I would pair contingent commissions and transparency as really what creates an unlevel playing field.

And while I wouldn't cite specific accounts, I would say that I do feel that we are competitively disadvantaged from that unlevel playing field, disadvantaged both on the revenue side, on the margin side, and also on the cost side, because of the various monetary and compliance regimes we have that other companies don't bear.

And so I am quite enthusiastic that these hearings have been held.

I really applaud the Insurance Commissioner and Attorney General Cuomo for tackling an issue which they've inherited, much like we've inherited.

And I think, regardless of the outcome, I would imagine a level playing field has to be viewed by all as being what is the right environment to operate in.

And I'm comfortable in our position, that we would do quite well competing on any basis, as long as it's level.

Okay.

And if I can follow that up, you talked about improved reinsurance new business generation.

Is that a shift in retention levels?

Are those new clients?

Can you just talk about what's actually driving that?

Peter?

Yes.

What Brian mentioned in his opening statement about Guy Carpenter is that we monitor RFP activity from new opportunities.

And when measured through the first two quarters, our activity has increased and our actual success ratio has gone up over 30%.

With how we account for revenue, a lot of this is done well in advance.

So it's going to be mostly a January 1 renewal to 2009.

But we're very encouraged globally on the increased activity and the increase in our success ratio.

Okay.

Well, thank you very much.

I think we can draw this thing to a close.

Thank you very much for calling in today.

That does conclude today's teleconference.

Thank you all for joining.

Have a wonderful day.