威達信集團 (MMC) 2012 Q1 法說會逐字稿

Welcome to Marsh & McLennan Companies' conference call.

Today's call is being recorded.

First quarter 2012 financial results and supplemental information were issued earlier this morning.

They are available on Marsh & McLennan Companies' 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 that 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 2012 or subsequent periods are forward-looking statements, and Marsh & McLennan Companies' actual results may be affected by a variety of factors.

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

I will now turn this over to Mr.

Brian Duperreault, President and CEO of Marsh & McLennan Companies.

Good morning, and thank you for joining us to discuss our results as reported earlier today.

I am Brian Duperreault, President and CEO of Marsh & McLennan Companies.

Joining me on the call today is Dan Glaser, Group President and COO, and Mike Bischoff, our CFO.

Before I continue, I'd like to thank Mike for serving as CFO as we search for a permanent replacement.

With Mike's vast knowledge and experience, we have not missed a beat.

Also, I'd like to welcome three of our operating company CEOs, Alex Moczarski of Guy Carpenter, Julio Portalatin of Mercer, and John Drzik of Oliver Wyman.

Unfortunately, Peter Zaffino of Marsh could not be with us today, due to a death in his family.

Following my comments, Dan will discuss our operating results in more detail.

Mike will then update you on our financial position.

Our strong first quarter results are a terrific start for the year.

Across all our businesses, we saw revenue growth and higher levels of profitability.

Underlying revenue growth of 6%, combined with ongoing control of expenses, resulted in growth of 12% in adjusted operating income and 13% growth in adjusted earnings per share.

This performance is consistent with our long-term plan to produce double-digit earnings growth.

Risk and Insurance Services had an excellent revenue growth.

Revenue increased 7% on both a reported and underlying basis.

Marsh produced another strong quarter, generating underlying revenue growth of 7%, with all major geographies contributing.

This growth was driven by both higher client revenue retention rates and new business development.

Guy Carpenter also produced 7% underlying revenue growth, driven by its international operations.

The Consulting segment delivered excellent performance in the quarter as well, producing solid revenue growth on both a reported and underlying basis.

Mercer generated underlying revenue growth of 4%, and Oliver Wyman's growth was 6%.

Importantly, Consulting's adjusted operating income increased 24%, reflecting double-digit growth at both Mercer and Oliver Wyman.

We are pleased with our first quarter results.

Our performance demonstrates that we are fulfilling the strategic priority of generating consistent long-term growth in both revenue and earnings that we articulated at Investor Day some 20 months ago.

Our long-term growth allows us to continuously improve performance while investing back in our businesses to enhance our competitive position.

These investments include value-added products and technology for clients, cutting-edge analytical capabilities, and innovative processes which allow us to become more efficient.

Even more important, as a professional services firm, growth allows us to invest in our colleagues, the foundation of our success.

As we grow the Company, the opportunities for our colleagues grow as well.

The work becomes more intellectually stimulating, the environment more vibrant, and there's pride in working for the Company.

And as our strong performance continues, growth becomes a virtuous circle.

It builds on itself.

Growth becomes a powerful force that is good for clients, good for colleagues, and good for our shareholders.

It is an exciting place to be.

And with that, let me turn it over to Dan to review our first quarter results.

Thank you, Brian, and good morning, everyone.

In the first quarter, Marsh & McLennan's excellent performance continued.

We generated significant growth in underlying revenue, which, combined with effective expense control, produced double-digit growth in both adjusted operating income and earnings per share.

The first quarter sets the stage for the rest of the year, so we are pleased that each of our operating companies generated strong results and are off to a good start.

Risk and Insurance Services revenue increased 7%, a very strong performance.

In fact, 7% is the highest underlying revenue growth rate we have generated in a decade.

Profitability increased at both Marsh and Guy Carpenter.

Adjusted operating income increased to $416 million, and the adjusted operating margin for the segment improved 40 basis points in the first quarter.

As I have said in the past, we are continuously investing in our businesses.

We seek high-value initiatives that support growth, enhance effectiveness and efficiency, and ultimately strengthen our competitive position.

Marsh produced a number another strong quarter.

Revenue increased 8% to $1.4 billion.

Underlying revenue rose 7%.

This growth was across the board, with all geographies contributing, including notable growth in the US/Canada division of 6%.

And in Marsh's international division, growth was 18% in Latin America, 10% in Asia-Pacific, and 5% in EMEA.

We are pleased with the growth in the international division, considering the very strong results in Latin America and Asia-Pacific in last year's first quarter.

Marsh's excellent growth reflects the continuation of outstanding new business development.

We are very pleased that client revenue retention rates improved across the board, reaching the highest levels since the first quarter of 2003.

Guy Carpenter continued to produce strong results.

Revenue in the first quarter increased 5% to $357 million.

Underlying revenue growth of 7% was driven by Carpenter's international operations, including strong growth from global specialties, Continental Europe, and Asia-Pacific.

Carpenter's revenue growth reflects its highest level of first quarter new business development since 2003.

This strong growth now extends the trend of Guy Carpenter's quarterly underlying revenue growth into the fourth consecutive year.

Turning to our Consulting segment, revenue was $1.3 billion, a 4% increase on both a reported and underlying basis.

One of our strategic initiatives is to increase the level of profitability within Consulting.

Our first quarter results indicate that we are off to an excellent start.

By creating greater linkage between underlying revenue growth and expense growth, both Mercer and Oliver Wyman contributed to Consulting's double-digit growth in earnings and a higher operating margin.

Adjusted operating income rose 24% to $162 million.

The adjusted operating margin increased 200 basis points to 12.4%.

Mercer's first quarter revenue was $957 million, an increase of 4% on both a reported and underlying basis.

We had particularly strong growth in Latin America, Asia-Pacific, and Canada.

Looking at Mercer's underlying revenue by line of business, investments grew 7%, health and benefits increased 6%, talent rewards and communications rose 5%, outsourcing increased 4%, and retirement was flat.

Julio Portalatin joined us as Mercer's CEO in February, and he hit the ground running, bringing a new vitality, business acumen, and expense discipline to Mercer.

Oliver Wyman's revenue increased 5% to $356 million.

The timing of revenue from contracts with acceptance provisions occurred earlier than last year, primarily within financial services.

This represented slightly less than half of Oliver Wyman's 6% underlying revenue growth in the quarter.

Oliver Wyman saw strong revenue growth in the consumer and the health and life sciences sectors.

Health and life sciences is an important long-term growth sector for Oliver Wyman, as healthcare companies face enormous challenges.

Changes impact payers, providers, and pharmaceutical companies alike.

Over each of the past two years, revenue from health and life sciences has grown double digits and is Oliver Wyman's fastest-growing sector.

In conclusion, we are very pleased with the growth throughout each of our operating companies.

This is an excellent start to the year.

With that, let me turn it over to Mike.

Thank you, Dan, and good morning, everyone.

As Brian and Dan have discussed, the Company has continued to deliver excellent financial performance.

Consolidated revenue was $3.1 billion in the first quarter, an increase of 6% on both a reported and underlying basis.

Adjusted operating income grew 12% to $530 million, and the adjusted operating margin increased 100 basis points to 17.4%.

On a GAAP basis, net income was $347 million or $0.63 per share.

Adjusted earnings per share was also $0.63.

This represents growth of 13% from the prior year.

Since Dan has already covered the details of our results by operating segment, let's move on to a few other areas.

During the quarter, we refinanced a $250 million, 6.25% senior note that was maturing.

We took advantage of low interest rates to secure a rate of 2.3% for the new $250 million five-year senior note.

Our next debt maturity, also $250 million, is in February of next year.

And we have taken additional steps over the past year to improve the financial performance of the Company.

Last July, we successfully completed a $600 million tender and refinancing that extended our debt maturity ladder and reduced interest expense.

In November, we closed a $1 billion five-year revolving credit facility with lower rates that replaced our three-year credit facility, which was scheduled to mature later this year.

These transactions increased our financial flexibility, refined our capital structure, lowered our refinancing risk, extended maturities of our debt portfolio, slightly de-levered our balance sheet, and lowered interest expense.

Corporate expense in the first quarter was $48 million, which is higher than normal.

The primary reason for this is that certain members of our senior management team became eligible for retirement this year.

As a result, their equity grants and stock options, including those granted this year, must be expensed over several months instead of over the normal three- or four-year time period.

This will have an even greater impact to corporate expense in the second quarter.

But after that, corporate expense should return to a more normalized level.

Investment income this quarter was $20 million, compared with $19 million in the first quarter last year.

In the second quarter, we anticipate that investment income will be approximately $5 million, compared with an investment loss of $6 million in the second quarter of last year.

Now turning to capital management.

Cash utilization is typically the greatest in the first quarter, primarily due to the payment of incentive compensation awards.

Our cash position at the end of March exceeded $1.4 billion, compared with $1.3 billion a year ago.

Other uses of cash in the quarter included discretionary pension contributions of $100 million into our US plan and $100 million into our UK plan.

Dividends were $121 million in the first quarter.

And for acquisitions, we spent $73 million, the largest of which was Alexander Forbes.

At the end of the first quarter, net debt was $1.5 billion, compared with $1.7 billion a year ago.

With that, I'm very happy to turn it back to Brian.

Thank you, Mike.

Operator, we are ready for the Q&A.

Thank you.

(Operator Instructions).

Our first question comes from Keith Walsh with Citi.

Hi.

Good morning, everybody.

No question, the top line looks exceptional.

But I guess the question is, if I think about the organic growth, the implied expense growth is pretty substantial as well.

And why is that, especially with higher margin Guy Carpenter up?

You are pretty much up across the board, especially in some of the international businesses where its higher-margin.

I would've expected the margin to be a lot higher, if you could just talk to that.

Thanks.

I think Dan ought to take that.

Dan?

Sure.

First of all, I would start with the overall Company.

The overall Company's margin improved by 100 basis points in the quarter, so it is a good quarter from a margin perspective.

In RIS, we had over 9% growth in adjusted operating income.

And as you stated, margins were up 40 basis points.

The important thing is -- a couple of things.

One, we are confident that we will continue to improve margins and that we are on a path over time to continue to improve RIS's margins, as well as Consulting's margins.

You can always squeeze out a bit more margin in any one quarter, but our leadership team is very much focused on investing consistently and really, constantly, to not only invest for the future, but deliver good results today.

It is important to remember, though, that investing, while it is a constant is not necessarily consistent quarter to quarter.

It impacts us in different ways.

There's moving parts along there.

I will just give you a little bit of background on some of the things we are doing in the RIS segment.

I mean, right off the bat, we have been investing pretty actively in both Guy Carpenter and Marsh in strategic recruitment over the past several years.

In Marsh alone, since 2008, we have added almost 450 senior vice presidents and managing directors to the firm and 115 in 2011, so that is rolling in.

Also, we are laying the groundwork in our RIS segment for some pretty strong operational improvements, which would help us improve client service while capturing some of our scale.

We really do think that we are investing for better efficiency in the future.

That will take multiple quarters, really, even two or three years, before we fully manifest the benefits of that.

We have created several centers of excellence for Marsh recently around analytics.

So for cat modeling, for risk economics, for benchmarking, some of the things that Peter really learned at Guy Carpenter and built at Guy Carpenter, we are building some of the things within Marsh, and obviously, that costs some money.

And then just a second question.

The top line just significantly higher than what I had in the model.

I would've thought, thinking about you guys as primarily a fee business, especially in the US, why are you seeing that kind of growth?

Are you getting lift on fees that you are charging customers?

Can you just give a little more color around that, because it seems like it's a lot higher than I would've thought?

Thanks.

Okay.

So, there is really four factors that are generating our good growth in RIS and in Marsh, in particular.

The number one factor is improved client revenue retention, which, as we mentioned in the script, is at its highest level since 2003.

Now, client revenue retention, there's a lot of things that go into client revenue retention, including the outcome of fee discussions or commission discussions with carriers.

That is all in the revenue retention line.

And so that is the leading reason behind the growth.

The second leading reason is new business.

New business was up 9% at Marsh, as we mentioned in the script.

Guy Carpenter had its highest new business first quarter since 2003.

The third reason is pricing trends.

So, pricing trends are complicated.

We could probably spend the whole hour talking about pricing, but I don't want to do that.

I would say that property rates are being impacted more than casualty rates.

If you look at the US, property, workers comp, excess casualty are all up moderately.

General liability and D&O are still slightly down.

If you look at the national brokerage segment, which is our upper middle market and middle market, it's all up moderately across the board.

In international, EMEA is flat to down.

Asia-Pacific was up in cat property and flat to down in non-cat.

And Latin America is flat to down except in cat.

So, from a pricing standpoint, not a headwind, but I wouldn't call it a tailwind, either.

You have to really look at, well, what geography are you talking about?

What line of business are you talking about?

It's very segmented, and since we participate across all of those segments, it's muted, from our perspective.

The fourth area that underpinned our strong growth, and it's in that sort of border in terms of the impact, the fourth area is exposure unit.

So both from a total insurable value and from a payroll standpoint, both were mildly higher.

Overall, talking about Marsh specifically for a second, because I think it demonstrates the broad strength of the growth, it was very well distributed.

Every region had a growth rate better than the fourth quarter and better than their run rate for the full year 2011.

We had 22 countries with greater than 15% underlying growth and 30 countries with greater than 10% growth.

Thanks a lot.

Okay, Keith.

Next question, please.

Our next question comes from Larry Greenberg with Langen McAlenney.

Good morning, and thank you.

On the Consulting margin, my memory serves that you had been a bit more focused on improving the profitability in Europe, that that was a priority.

Is that, perhaps, what's driving the bigger part of the Consulting margin improvement?

And then secondly, Dan, you mentioned the revenue associated with -- I can't remember exactly what you called it -- early acceptances helping the Oliver Wyman number.

Is that something that is going to negatively impact prospective quarters?

Dan, why don't you take the first piece and let John talk about the other.

Perfect.

So, in terms of -- as we have mentioned before, we are committed to improving the Consulting segment margins over the next two to three years.

From that standpoint, it will very much align expense growth to be lower than revenue growth.

And in that way, we will improve the margin.

I am not sure where the European focus came from, but it really doesn't stand out as a particular area that we have to improve the Consulting margins.

We are generally looking to do that across the board.

Many of our Consulting businesses run as much on a line of business global basis as they do on a geographic basis.

You can't fix one without the other.

So, we are doing both at this time.

John, can you take the other piece?

Sure.

Over the past few years, procurement departments for Oliver Wyman's larger clients have become more heavily involved in contract negotiations.

This has led to general acceptance criteria being added into contracts for certain Oliver Wyman projects.

These acceptance provisions create situations where revenue for work delivered in early parts of the year were reported as revenue in later quarters once those acceptance criteria were met.

Based on an analysis of our experience with these acceptance provisions, we are now able to better align our reported revenue with the timing of project delivery.

So as Dan noted, our reported results for Q1 include the impact of this improved alignment, which did result in higher year-over-year growth in the first quarter and represented a little less than half of our underlying revenue growth in the quarter.

And to your question, Larry, it would then play out that the growth later in the year would be lower because of the same effect, and probably most principally in the fourth quarter.

Next question, please.

Our next question comes from Brian Meredith with UBS.

Good morning.

A couple quick questions here.

First, just quickly, back on the question for Larry, the Oliver Wyman revenues, was there any impact on margins also in the quarter in Consulting from that timing on revenues?

Yes.

There was some impact, but it wasn't significant, and the Consulting margin growth would have continued to be -- or the profit growth would've been 20% or more.

But it did have a positive effect of some amount.

Great.

Thanks.

And then, Brian, I wonder if you could talk about thoughts on Europe and impact in business.

It doesn't seem like the weakness in Europe is having much of an impact in your business right now.

I think it is having some impact.

It is certainly having some impact on Oliver Wyman, particularly in the financial services component.

It would have some impact -- we are in recession in parts of Europe, so exposures are going to be down.

So, I wouldn't diminish it.

But I think the interesting thing -- take Oliver Wyman -- they have been able to really improve in the US, counterbalancing that.

It basically highlights the benefits of having a global structure and being able to take advantage of the areas where we have significant growth.

And Dan pointed them out.

But Julio, you want to comment a little bit?

I would love to.

Thanks, Brian.

We saw a low- to mid- single-digit growth in the UK and the broader Europe and the continent.

And although the macros in Europe, of course, are challenging, and you just have to read the newspapers to see that, our sales activity still remains pretty strong.

As you know, we have a pretty balanced portfolio at Mercer.

It is a pretty global operation for us.

We look at business geographically and by line of business.

And if you note that 70% of our revenue is pretty much reoccurring revenue in the retirement outsourcing and benefits area, especially investments as well, we have a solid base of renewal business as well.

So if Europe continues to worsen, of course it affects everybody.

That is why it's important for us to maximize our global footprint and ensure that all areas are really achieving their objectives and continuing to move on all cylinders.

Great.

Thank you.

Good.

Next question, please.

Our next question comes from Yaron Kinar with Deutsche Bank.

Good morning, and congratulations on a great quarter.

With regards to market conditions in the P&C space, what I've been hearing a lot is that it's an income statement-driven marketing transition.

So first, do you agree with that?

And then, if you do, what do you think the outcome would be for the market, if this turns out to be a benign year in terms of weather events?

Well, I will start by saying it's always great to try to characterize these.

They all have to have a name, I guess, what this market is.

One thing, it's always a little different.

Is a hard market?

I think not, in the definitions we would apply.

I think Dan pointed out that maybe there's some benefit in some areas for the carriers, in terms of rate.

It's not across the board, and there are lines of business where rates are going down and whole geographies where rates are down except for Cat.

So, I don't know what you would call it.

For us, it's just the market.

It is the market we are in.

But Dan, you wanted to add anything?

Yes.

I would just -- we have been in the business here a long time.

Market cycles - and our brokerage risk management advisors work through the cycles, and the cycles tend to be more downward pressure than upward pressure.

And so we build our business around that fact.

When we look at this, generally, the market follows levels of losses.

And the levels of losses have been specific to geography and specific to lines of business, so it's a pretty targeted correction of rates in certain areas but not a broad-based, blood-in-the eye hard market where underwriters are en masse walking away from clients.

We don't see that.

There's still competition for new business.

There is still innovation in the insurance market.

And so overall, it's a market which does not have a tremendous amount of conviction in either direction.

Okay.

And then, looking ahead to the summer on the Consulting front, where would be the impact on a best-case, worst-case scenario be of a Supreme Court decision regarding healthcare reform for Mercer?

Julio?

Let me comment on that, if I may.

The health and benefits business continues to be an evolving business in the US.

If you look at it to a certain extent, also globally.

Here, of course, it is the Supreme Court's pending decision on individual mandate or maybe even more of an impact across the board.

We are well-positioned, really, for all types of outcomes, depending on how the Supreme Court rules.

We have got significant amount of activity taking place, for example, in the private exchanges.

We have got good activity taking place globally, again, reminding everyone that we have a global business with our H&B where a lot of things are happening.

We are investing appropriately to make sure that whatever outcome comes out of the US portion of that, we are well-positioned.

And we believe we are.

Great.

Thank you.

You're welcome, Yaron.

Next question, please.

Our next question comes from Meyer Shields with Stifel Nicholas.

Your line is open.

We will go next to Jay Gelb with Barclay.

Thanks, and good morning.

In the first quarter, we saw much faster earnings growth in the Consulting business than RIS, and I would like to get your directional thoughts as to whether you think that trend will continue.

Dan?

One, we made up a lot of ground in RIS over a number of years.

We have really expanded our margins, so the pace of margin improvement in Consulting is not a surprise to us, because Consulting had reduced margins through the economic downturn and now is recovering from that.

When we look at our overall focus, it is on long-term delivering 10% or better improvement in adjusted operating income.

That is our first thing, is growing profitability.

Secondarily, we focus on margin.

But as I was saying before, margin can be a little bit of a fool's game.

You can get the margin you want and actually hurt your business over a mid- and long-term.

So, we are very much focused on continuing to invest in our business as we go forward.

When I look at the Consulting business in general, when you look over the last few years, and the adjusted margin in Consulting in 2009 was 10.3%, then 11.4%, then 11.8%, I would not get ahead of ourselves necessarily and say that 200 basis points is the new reality, quarter by quarter.

We look at expenses aligned with revenue.

Revenue grew by 4%, expenses grew by 2%, that's what gave the big lift.

Obviously, our expense growth, when we factor in April 1 raises, will pick up a little bit, which would create a squeeze in that basis point improvement unless we grow the top line more.

So, our focus, though, in Consulting is growing the margins in a sustainable way, and we believe that it will vary quarter by quarter but we will deliver that margin improvement over the next several years.

And then, also, just one follow-up.

Dan, you gave a really complete overview on the drivers of the RIS growth and Marsh in particular.

Were those in rank order?

Improved client revenue retention, new business, pricing, exposure, was that from the greatest benefit to the least?

Absolutely.

Thank you.

You're welcome.

Next question, please.

Our next question comes from Dan Farrell with Sterne, Agee.

Thank you and good morning.

First quarter obviously a big cash usage quarter for you, but you are sitting on a fair amount of cash in the balance sheet.

Obviously, you will see that ramp as the year progresses.

You have talked about the trade-off in the past of how you think about deploying cash, either M&A or repurchase, but I was wondering if you could maybe refresh your thinking there in the trade-off, given that we have not seen repurchase in the last couple quarters.

And then, also, maybe some commentary on your view of the M&A environment, pipeline in both the brokerage and Consulting and pricing of deals in the current environment.

Okay.

We're happy to.

We have an -- specifically have an authorization to buy back shares.

We have not bought them back in the first quarter, because, as you cited, it's a high cash-usage quarter.

But we certainly have the intent to buy back shares through the year.

Dan, as you pointed out, my priority is always acquisitions.

Accretive acquisitions would be the preference because of the growth aspects of that.

But we did say that we certainly want to acquire at least enough shares to blunt the dilution from our equity grants that occur.

So, that runs -- I don't know, pick a number -- $150 million a year or something like that would be the equity grant levels.

So, that certainly is something that you should expect us to do through the year.

Past that, we certainly will weigh the choices, and it's what's the most accretive use of cash after that.

In terms of the acquisition pipeline, we feel good about it.

I think we have a lot of very interesting opportunities.

Some come to fruition, some don't.

We do take a look at a lot of things.

I would not limit that to, necessarily, just the agency business of Marsh.

That pipeline is good, but we are looking at some other things.

We want to grow our business, either by adding components that we do not have, which will enhance the capabilities, sort of our R&D approach through acquisition, or just to increase geography.

In Marsh, with the HSBC acquisition and then the Forbes acquisition, we increased geography significantly.

I hope we can find some more like that.

We keep looking.

So, I think growth through acquisition is an important part of our long-term growth, and you heard me talk about how we believe in that.

I hope that answers your question, Dan.

Helpful.

Thank you very much.

Our next question comes from Jay Cohen with Bank of America Merrill Lynch.

Thank you.

Most of my questions have been answered.

Just a quick one for Mike Bischoff.

Interest expense, just give us a sense, if you don't mind, for the balance of the year, what the quarterly run rate is going to look like, given the refinancing.

Jay, that is a very good question.

When we are looking at interest expense, there was about $46 million this quarter, and the $250 million refinancing with four percentage points off will contribute an additional benefit of about $7 million to $8 million.

Because we did that maturity in March, it really did not impact of the first quarter.

You'll be looking at about a benefit of $1.5 million to $2 million per quarter.

Great.

Thanks a lot, Mike.

Jay, I want to thank you for giving Mike a question.

Thanks.

I'm glad I actually got to speak.

The next question comes from Ray Iardella with Macquarie.

Thanks and good morning.

Congrats on the quarter.

I guess maybe a broader question for Julio, now that he's been at the Company 90 or 100 days.

Maybe if you could talk about the strength that you see at the Mercer organization and maybe some of the challenges, if you will, ahead for the near and intermediate term.

Thanks.

Thanks for that question.

I have been here now -- today is actually my three-month anniversary, so just to celebrate that.

But over the past three months, I have traveled extensively, as you can imagine, and met with large numbers of clients and colleagues.

I have been very impressed, really, with the deepness of the relationships we have with clients and the real added value that comes from our employees and colleagues around the world and I also, as you can imagine, spent quite a lot of time immersing myself in the business itself, in all of our financials and some of the things that may come out and pop out as potential opportunities.

On balance, I am very excited about what I've learned so far.

Mercer is a strong global company and has a solid position in all of our major businesses.

And at the same time, I am also very excited about the potential, notwithstanding our strong position, as I stated.

In terms of early decisions, the things that I've been focused on most have been largely internal.

However, at the same time, we have kicked off our strategic planning process.

And my goal is, that by the end of the second quarter, we have a clearer perspective of where we want to take Mercer over the next three years to five years.

I must tell you, though, as I look at our global footprint, and it is really terrific across 40 countries, maximizing that footprint, certainly, will be one of the things that we will be focusing on as we look at the strategic direction of Mercer going forward.

Thanks.

That's helpful.

And then, I guess another question for Mike.

Stock option expense, I know you said it might tick up, I think in the second quarter.

Did you quantify that, or is there any way you could help us quantify that?

Yes.

Thank you.

If you look at our supplemental schedule on page 9, you will see a specific item with regard to stock option expense.

And as you recall, this is information that we provide quarterly so that people can get a better idea, not only of the movement there, but of some of our non-cash items.

And you can see in the quarter that it went up by $4 million.

We certainly would expect -- while it's not just stock option, it also includes the restricted stock, the total equity awards --and you certainly would -- we expect it to go up an additional $4 million to $5 million in the second quarter.

And then after that, we will absorb the accelerated amortization and will go to a more normalized corporate expense run rate for the third and fourth quarter.

Okay.

Thanks again.

You are welcome.

Our next question comes from Meyer Shields with Stifel Nicolas.

Thanks.

Can you hear me now?

Yes, Meyer.

Okay, good.

I apologize for before.

On ACE's quarterly call, Evan Greenberg noted that some of the data system monetization from the big two brokers had started taking root.

I was wondering if you could sort of describe that, not necessarily quantification, but what inning you are in, in terms of extracting the revenues from that.

Sure.

Dan?

A couple of things.

One, we do provide market consulting and data analytics to insurers.

Basically, those services make insurers more competitive on our clients' business.

They get more competitive because they set their appetites more clearly in the business that they want to see.

Therefore, their quote to submission ratios go up, making them more efficient.

And also, because they are targeting their submissions, they can have their bind to quote ratios improve as well.

And so that is something that they are very interested in.

Overall, we have described many times and we have been consistent in our approach, that we think the real issue is carrier revenue streams from -- all carrier revenue streams.

As we have said before, we think that all carrier revenue streams create the potential for conflicts of interest.

So, we are very in tune with that, and we believe that all brokers receive carrier revenue in one form or another.

And each of those forms requires a good system of internal systems and controls to make sure that we are managing conflicts properly.

At Marsh, we have got many different businesses, many geographies, and so there is not a one-size-fits-all.

From our basis, the most important thing we are committed to is transparency and putting the interest of our clients first.

In terms of amounts of money and what inning we're in, this is -- in the aggregate, when you look at carrier revenue streams, you look at basic commissionable business as by far the biggest part.

That will remain, by far, the biggest part.

We are not going to break out individual aspects of carrier revenue streams.

Okay.

That was helpful.

Is there anything analogous on the Consulting side?

There is -- the only area that becomes analogous would be in health and benefits.

And in some parts of the employee benefits business, we are trying to create the same kind of big data insights to insurance carriers.

But that is really where insurance carriers participate on the consulting side, is in EB.

Okay.

Thank you very much.

You are welcome, Meyer.

Next question.

Our next question comes from Mike Zaremski with Credit Suisse.

Good morning.

In regards to margins, I believe certain geographies -- and this was alluded to on the first question on the call -- overseas have higher operating margins.

Is that correct?

And if so, is that one of the main reasons you are confident about improving margin dynamics going forward?

The answer is yes.

Different geographies have different margins.

Particularly in Marsh's international operations, the margins are significantly higher than in the US.

And so, growth rates where the margins are higher will always lift it.

No question about that.

Is that what you are getting at, Mike?

Yes.

So if we expected growth in Lat Am and certain parts of Asia to continue at a healthy growth rate, then should we expect that dynamic to lift the margin going forward?

Or is there other underlying things?

I know growth is picking up in the US now.

It's really a scale issue.

The size of our US business and our UK business, in particular, makes our other regions look fairly small.

So even though we have got better growth and very strong margins, ultimately, it will take quite a while.

You are right.

But you are right, and maybe when we are sitting here 5 years and 10 years from now, we will be able to really view it clearly.

But it's going to take a long time to have an impact.

The biggest impact is improving our UK and US margins, as we have done over the last several years.

That would have more of an impact on our overall margins.

Okay.

That's helpful.

And lastly, in regards to fee versus commission income, in the recent past, Peter, who I know is not present today, he's talked about pushing more fee-based business within the insurance segment.

I believe the term he used was a la carte.

Does that mean the insurance segment is less levered to insurance price increases in the current cycle versus the past?

Sure.

If you look broadly -- first of all, Marsh is about 50/50 between fee and commissionable business.

It's weighted toward the US about 60/40 and weighted in favor of fee and weighted internationally about 60/40 in favor of commission.

What Peter was referring to, the a la carte nature would be that some of the analytics and modeling and risk consulting that we do, apart from the transaction within the Marsh world, that we could create fee revenue from those streams, as opposed to building it in as a bundled solution for our clients.

And so it's not movement of commissionable business to fee business.

It's actually just creating additional fee revenue.

That is helpful.

Thank you.

Okay.

Our next question comes from Michael Nannizzi with Goldman Sachs.

Thank you.

Following up on a question before, Brian, about capital deployment.

Should we interpret your position on buybacks to offset dilution as a change, in terms of the priority you are giving to buybacks in terms of capital deployment?

Or is that just kind of a nuance?

And just one follow-up.

Thanks.

Thanks.

No.

Nuance might be a better description of it.

The priority is accretive acquisitions.

That remains, and I hope it always remains that way.

But I did want to clarify that we do have an authorization for stock buybacks.

We intend to use it.

We won't use it every quarter, because it may be that an acquisition is there or in the first quarter because we have uses of cash for other -- for our compensation.

But I just wanted to make sure everybody understood that there is this commitment to get at least the dilution neutralized.

And then, from there, we have to make decisions about accretive -- accretion and which is a more accretive use of the cash.

I suppose there could be a time where we would have a whole year ago go by because we made acquisitions and then didn't buy back shares.

But there is a desire, long term, to do that.

I hope that helps.

Sure.

Sure it does.

Thank you.

And then, just one question on the -- you mentioned -- someone on the call mentioned investments that you are making on the expense side.

Just trying to think, how much do revenues need to rise in order to allow Marsh to meet the overall earnings goals as you've kind of outlined them on the Investor Day?

And is the threshold for growth higher now than it was at Investor Day, just given the investments you are making on the expense side?

I think what -- Dan talked about that.

And I think what we are trying to point out is our goals are long term.

Our goals are double-digit growth in profitability.

And you've got to be intelligent about how you deploy your resources to ensure that that long-term goal can be met.

It sometimes means that you have to put monies in investments which have long-term benefits.

You have a return on investment criteria that we apply.

So, it's not that our goals change.

We outline a pretty simple arithmetic around growth, in expense and growth in revenue.

We are mindful of times when we have a higher growth rate.

We have got 7% growth rates here.

That is a wonderful thing, because it gives us the opportunity to invest, whereas if we have lower growth rates like we had in '09 and '10, we have to be intelligent about the investments.

Now, we still invested.

But the opportunities -- the ability -- the flexibility we have enhances dramatically.

And so, I thought it was a wonderful thing to be able to take that 7% growth rate and do something with it that will be in the long-term interest of the Company.

And so that is where we are with it.

10% plus growth in our earnings is the goal.

And we are going to continue to do this over a very long period of time.

That's the commitment.

Does that imply that the growth of top line is sort of an enabler for the investing on the expense side and that you will kind of look to that sort of 10% growth as a goal and hopefully increasing the quality of the earnings base but managing the expense side, given how much room you have to do that and still meet your financial objectives, given revenue growth?

Is that how we should think about that trade-off?

Yes.

That is the art of management.

That's the beauty of it.

You said it in its simple terms.

It is a pretty simple thing to do -- I mean, to say.

It's harder to execute.

And so we are not just going to squeeze out margin and have it drop to the bottom line if, instead, we could make an investment that is in the best interests of the shareholder, long term.

We are going to do the latter.

And as I said, it's just flexibility and freedom, and our degrees of freedom are rising.

Thank you very much.

I would just point out that this is not a quarter-by-quarter thing.

It's not that you can manage investments so clearly that you just have it wholly aligned.

You may see some quarters where you will see bigger margin expansion, as an example, because it's just not as consistently tied.

But what we are painting is what our philosophy is over mid- and long-term.

And that is what you will see.

As our investors stay with us over those 5-year periods, 10-year periods, they will see an overall consistency.

But it will vary quarter by quarter.

Understood.

Thank you both for your answers.

Thank you.

One more question.

Our next question comes from Adam Klauber with William Blair.

Thanks and good morning.

Within Consulting, health and benefits and reward talent continue to have relatively good growth rates.

Is that more driven by new business or by growth at existing clients?

Julio?

As you can imagine, a good proportion of our business, overall 70%, is reoccurring revenue.

On balance, we really see that as being a strong driver.

Now, there has been, obviously, new opportunities.

We have introduced new concepts to approach the market, especially in the H&B business.

You go around the world, you talk to CEOs about what's on their mind, and, obviously, there's a lot of talent questions in their minds.

We are providing solutions in those areas, as well.

We recently launched Mercer Marsh Benefits that we think really gives us an excellent foothold in client-facing activities in a common and constructive way.

It has proven to be, in early days, pretty expansive in how it's working.

So, there is a lot of things that are going on that impact our business positively also on the new business developments side.

But I'd like to remind, again, that 70% of our business is reoccurring, and that's renewing at very good rates and very good opportunities.

Okay.

One follow up.

Outsourcing also had a nice turnaround from last quarter, I guess.

What is driving that?

Well, we had some wins in the early part of last year that came on in this quarter.

As a result, we saw some good year-on-year improvement on top line.

We continue to be focused on bringing new clients on that side of the business and have some good prospects, as well.

Great.

Thank you very much.

Operator, I think we are going to end the call at this point.

But before I do, a couple of things.

I want to, first of all, on behalf of all my colleagues, send our best wishes to Peter Zaffino and his family.

And lastly, I do want to end by thanking the 53,000 colleagues around the world for your hard work and dedication, which really makes this such a fun place to be and also thank the clients out there for continuing to support us.

And thank you for your interest in the stock, and we will talk to you next quarter.

This concludes today's conference.

Thank you for your participation.