威達信集團 (MMC) 2012 Q3 法說會逐字稿

Welcome to Marsh & McLennan Companies conference call.

Today's call is being recorded.

Third-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'd 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 risk 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 Company's earnings release, which are available on the Marsh & McLennan Companies' 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 the call over to 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.

Also, I'd like to welcome our Operating companies' CEOs, Peter Zaffino of Marsh, Alex Moczarski of Guy Carpenter, Julio Portalatin of Mercer, and John Drzik of Oliver Wyman.

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

As you all know, I will be retiring at the end of the year, so today is my last time that I will have the pleasure of leading our earnings call.

I'll say a little more about that later after we review our results.

First, I would like to take a minute to discuss the effects of Sandy, a storm of historic proportions.

As you are all aware, recovery efforts are underway and a sense of normalcy is returning to impacted areas.

Full recovery in parts of New York, New Jersey, Pennsylvania and Connecticut may take months, if not years.

The safety of our colleagues has been our first priority, and we are grateful that we have received no reports of serious injuries.

From a business perspective, we are fortunate that our offices have not sustained any significant damage.

Our colleagues are working diligently to assist clients who have been affected by this disaster.

We also commend our colleagues for the compassion and concern they have shown each other and for doing everything they can for their communities.

This storm underscores the critical nature of insurance and the crucial services we provide to clients.

While the market impact of Sandy is yet to be determined, generally there is sufficient capital in the market.

However, we do expect the Northeast and mid-Atlantic regions will be under more scrutiny from underwriters on the heels of two major storms within 14 months.

Moving to our financial results, I am pleased with our third-quarter results, which reflect our ongoing strong performance this year.

We continued to deliver growth in underlying revenue and earnings in both of our operating segments.

This reflects our continuing progress in establishing Marsh & McLennan Companies as an elite enterprise.

In the third quarter, consolidated underlying revenue growth was 3%.

Combined with ongoing control of expenses and effective capital management, we've produced double-digit growth in adjusted operating income and earnings per share, an excellent performance.

Risk and Insurance Services produced another strong quarter.

Underlying revenue growth was 4%, with both Marsh and Guy Carpenter contributing.

Adjusted operating income rose 13%, with margin expansion of 130 basis points.

The Consulting segment also delivered solid underlying revenue growth in the third quarter.

Adjusted operating income increased 15%, reflecting double-digit growth at both Mercer and Oliver Wyman.

The adjusted operating margin expanded 180 basis points.

We've seen higher margins for the Consulting segment each quarter this year.

Both segments produced excellent results for the year to date as well, with solid underlying revenue growth, double-digit earnings growth and substantial margin improvement.

We are pleased with this performance.

And with that, let me turn it over to Dan to review our third-quarter results in more detail.

Thank you, Brian, and good morning, everyone.

In the third quarter, Marsh & McLennan delivered strong financial performance.

We achieved increased underlying revenue growth at each operating company, which extends this trend of growth into the third consecutive year.

Continued top line growth, combined with prudent expense management, produced a 12% increase in adjusted operating income.

Risk and Insurance Services revenue rose 2% in the third quarter, which is our seasonally lightest quarter.

Underlying revenue growth was 4%.

Adjusted operating income increased 13% to $213 million, and the adjusted operating margin improved 130 basis points in the quarter and 150 basis points year-to-date.

While producing these excellent results, we continued to make investments to enhance client service and improve operational efficiencies.

Marsh produced another strong quarter.

Underlying revenue rose 4%, with all geographies contributing.

Asia Pacific increased 7%.

EMEA grew 5%.

Latin America rose 5%.

And the US/Canada division increased 3%.

Marsh continued to generate strong levels of new business (technical difficulty) $260 million in the quarter.

Guy Carpenter produced another quarter of underlying revenue growth, a trend we have seen each of the last 15 quarters.

On last quarter's earnings call, we indicated that Guy Carpenter would likely see only modest revenue growth in the second half of this year since July renewal pricing stabilized for property catastrophe coverage and several key clients increased their risk retention levels.

And we saw this in the third quarter, with Guy Carpenter's underlying revenue growth of 1%.

Turning to our Consulting segment, underlying revenue increased 3%.

Coupled with expense discipline, Consulting's third-quarter results demonstrate substantial progress in the execution of our strategy to increase profitability.

Both Mercer and Oliver Wyman contributed to the segment's double-digit growth in earnings and its significantly higher operating margin.

Adjusted operating income rose 15% to $192 million.

The adjusted operating margin increased 180 basis points to 14.3%, which is the segment's highest margin in seven years.

At Oliver Wyman, underlying revenue growth in the quarter was 3%.

Financial Services, Oliver Wyman's largest sector, was a primary driver of this growth.

Geographically, Oliver Wyman's revenue increase was driven by the North American region, as we have seen throughout the year.

We are expecting a modest decline in underlying revenue for Oliver Wyman in the fourth quarter due to two factors.

In Europe, Oliver Wyman continues to feel the impact of slower economic growth and declining business confidence.

And as we discussed previously, the timing of revenue from contracts with acceptance criteria improved Oliver Wyman's underlying revenue growth by three percentage points in the first quarter, and will reduce revenue by the same amount in the fourth quarter.

Mercer's third-quarter underlying revenue grew 3%.

This increase reflected higher revenue across all regions, with the strongest growth in Latin America and Asia Pacific.

Looking at Mercer's underlying revenue by line of business, Investments grew 10%, Health and Benefits increased 7%, Outsourcing rose 2%, Talent, Rewards & Communications was up 1%, and Retirement was flat.

In conclusion, we are very pleased with the Company's growth and profitability in the third quarter.

Our leadership team and our colleagues have continued to deliver exceptional performance consistent with our long-term goals to produce adjusted operating income growth of at least 10%, adjusted EPS growth approaching 13% and total shareholder return of 16%.

As we have said before, while we may not achieve double-digit earnings growth every year, we remain confident that we can produce this level of growth over the long term.

Before I turn it over to Mike, I'd like to say a few words about Brian.

To say we are a very different Company today than we were five years ago is an understatement.

Under his leadership, we restructured and repaired our Risk and Insurance business, successfully navigated the Great Recession, settled legacy issues that were impeding our ability to grow and invest, streamlined and strengthened our portfolio and dramatically improved our financial results.

Today, we are a growing, thriving organization built for long-term success.

Our financial performance speaks for itself.

What isn't captured on our income statement is the sense of pride Brian restored to the organization, the belief that we truly belong among the world's elite companies.

We owe him a debt of gratitude.

So on behalf of our leadership team, our colleagues and our shareholders, I thank Brian for his unparalleled leadership.

With that, let me turn it over to Mike.

Thank you, Dan, and good morning, everyone.

I think we all feel the same way about Brian.

Our consolidated revenue was $2.8 billion in the third quarter, an increase of 3% on an underlying basis.

Adjusted operating income rose 12% to $358 million, and the adjusted operating margin increased 120 basis points to 12.6%.

GAAP earnings per share was $0.44 and $0.43 from continuing operations.

Adjusted earnings per share grew from $0.24 in the third quarter of last year to $0.39 this quarter.

But last year's third quarter results included a cost of $72 million, or approximately $0.09 per share, related to the early extinguishment of debt.

So we feel the true growth of EPS on an adjusted basis in the third quarter was 18%, a very strong performance.

For the nine months, consolidated underlying revenue growth was 5%.

Adjusted operating income rose 13% to $1.4 billion and the adjusted operating margin increased 130 basis points to 15.8%.

GAAP earnings per share from continuing operations was $1.66.

Adjusted earnings per share increased 25%, but excluding the early extinguishment of debt, the growth in adjusted EPS was 17%.

And looking at year-to-date profitability by segment, adjusted operating income for Risk and Insurance Services increased 13% to $1 billion with a margin of 20.9%, reflecting an increase on a year-over-year basis of 150 basis points.

For our Consulting segment, adjusted operating income increased 17% to $528 million, with a year-to-date margin of 13.2% or an improvement of 160 basis points.

We recently closed two Marsh & McLennan Agency acquisitions representing approximately $30 million of revenue.

Over the past three years, Marsh & McLennan Agency has acquired 24 companies with annualized revenue now totaling over $400 million.

Many of these acquisitions include contingent consideration or earn-outs.

These balance sheet liabilities are adjusted quarterly to reflect changes to the Company's projections of revenue and earnings.

We believe it is appropriate to exclude these adjustments from our adjusted earnings as shown in our supplemental schedules on pages 9 and 10.

Interest expense was $44 million in the third quarter compared with $49 million last year, and the only debt maturity we have over the next 18 months is the $250 million senior note due in February of 2013.

With respect to investment income for the fourth quarter, we anticipate it to be de minimis, an improvement from the $4 million loss in the fourth quarter of last year.

Now turning to capital management, our cash position at the end of September exceeded $2 billion.

And in deploying our excess cash in the third quarter, we used $127 million for dividends, $30 million for acquisitions and $80 million to repurchase 2.3 million shares in the quarter.

In fact, over the last two years, we have repurchased 21 million shares for $627 million, leaving $373 million remaining under our current Board authorization.

With that, I am happy to turn it back to Brian.

Thank you, Mike.

This is my 20th call since I joined Marsh & McLennan Companies in January 2008, and during that time, we've been able to build on our progress each quarter.

Extremely gratifying to think about how far we've come.

I said many times that joining this organization was a calling, and reestablishing the Company to its preeminent position is truly one of the highlights of my career.

I am leaving this great Company in extremely capable hands.

The Board of Directors and I have every confidence that Dan will continue to capitalize on the strengths of Marsh & McLennan to deliver superior value to its clients, shareholders and colleagues.

In closing I'd like to thank our colleagues for choosing to do business with -- our clients for choosing to do business with us, our shareholders for their continued confidence and, most importantly, our colleagues; everything we've accomplished over the last five years is due to their efforts.

With that, operator, let's begin the Q&A.

(Operator Instructions) Greg Locraft, Morgan Stanley.

Good morning.

Thanks and congrats, Brian.

Wanted to just go into the organic growth side.

It sounds like Oliver Wyman is slowing down into the fourth quarter.

And really it is a world where the macro seems to be getting a bit slower.

So how do you guys feel about the organic from here?

And then very importantly, what is your ability or visibility on the margin side as organic comes in perhaps a little slower than what we've enjoyed in the previous couple of years?

I think Dan may start this, but we might hear from the other guys.

Dan.

Overall, I think you are right in saying that the macro factors probably have more of an immediate influence on Oliver Wyman than other operating companies, because more of their revenue is project work as opposed to annuitized or productized types of capabilities that reoccur each year.

We separate out the view of organic growth from really where we are going to expand our margin.

We look at our revenue and our expenses as being very much aligned, and we look at how we will do on the revenue side as we think about what kind of inflation we could accept within the expense side.

You can grow your margin really in any environment.

Sometimes it doesn't make sense to grow your margin in certain environments, but each of our operating companies are different.

And when we look forward, we are quite comfortable that both of our segments will be able to continue to grow their margins over a pretty long stretch of time.

And both segments have different needs in terms of what revenue growth that they would need in order to comfortably expand their margins.

So why doesn't John expand a little bit just specifically on what Oliver Wyman is facing?

I think on last quarter's call, we had indicated that we had seen some weakening in business conditions in our pipeline for the second half of the year.

So you saw the pace of our growth dropped in the third quarter, and we are now, as Dan highlighted in his comments, expecting to see some further weakening in the fourth quarter next year tied to business conditions, principally the weaker business conditions that we are seeing in Europe; but even in North America, we are seeing some weakening.

So that is affecting us.

But that is the planning context that we are using for the future as well.

And as Dan highlighted, I think that we can continue to build the business and grow our margin even in some weakened business conditions.

Is that a commentary just for Oliver Wyman or is that more for the overall Consulting segment?

We don't disclose margins specifically for Mercer or Oliver Wyman separately.

So it is for the overall consulting segment.

Okay, great.

But you guys are feeling very confident that the margin trajectory can continue, even in a world where the organic were to slow.

And we don't know what it is going to do several quarters out.

But that is a world which you guys can navigate and hit the 10% op income guidance?

Yes, but I wouldn't make a blanket statement quite that broadly.

I think -- because as I was saying before, there would be certain market environments where it purely would be poor for the businesses' midterm and long-term aspects if we drove for margin improvement in that time.

If we are in a world like we are today, let's say, where all of our operating companies are within 3% or 4% organic growth, then we are quite comfortable we would be able to expand margins on that basis.

Okay, great.

Last one for me is just, Dan, you are going to inherit a pristine balance sheet from Brian.

Any thoughts on capital management or change in appetite for buybacks or anything?

I think that kind of question is a little premature.

But I would say that in general, whether we are talking about the actual business strategies or strategies around capital management, you have to bear in mind that our overall leadership group is a closely-knit team.

And so the strategies that we've developed -- it won't be my strategies and weren't particularly Brian's strategies.

This was the team of Marsh & McLennan strategies, and I would think you will see some real consistency over long stretches of time.

Okay, great.

Thanks.

Congrats to Brian, Dan and Mike, and look forward to next quarter.

Larry Greenberg, Langen McAlenney.

Brian, I just want to extend my congratulations on a great tenure, as well.

Thanks, Larry.

I appreciate it.

Two questions.

Just wondering if you would comment on whether foreign exchange had a larger than normal impact on earnings in the quarter.

And then just wondering if you could elaborate a little bit on that adjustment in the RIS section for the re-measurement of contingent acquisitions and just what went into that.

Sure, FX -- Michael, that's yours.

Thank you.

As you can see from what we disclosed, Larry, on the revenue, you can see that overall the currency impact on revenue was minus 3% for the quarter.

But your question was specifically addressed, I think, to how it affected earnings.

And I would say there was a slight headwind for us on an earnings side in the quarter, both for Risk and Insurance Services and Consulting, fairly similar to what we had seen in the first and second quarter, as well.

Okay, so Mike, why don't you elaborate on the RIS adjustment?

The bulk of the adjustment that we had on contingent considerations was in RIS.

I think there was $1 million in our Consulting segment.

And Larry, what this really has to do is really what we would view as purchase price adjustments.

When we do the acquisitions -- predominately in Marsh & McLennan Agency, but not just for them; it could include other acquisitions -- in many cases, we would have earn-outs.

And the earn-outs are predicated with regard to what the projections over a two- or four-year period may be between us and the sellers with regard to revenue, and more importantly, earnings growth and capabilities.

And so we put that on our balance sheet at the time of the acquisition, and we look at those every quarter to see if the adjustments need to be moved up or down.

And we have disclosed that information every quarter.

This is the largest adjustment that we've seen.

And you can see that this quarter, we made an adjustment essentially of $26 million, the bulk of it in Risk and Insurance Services, just to refine those adjustments.

So we view it mainly as a balance sheet item, and for that reason, we put it in the adjusted schedules and lay it out so that every analyst and investor can see the actual impact in the quarter.

So is the conclusion that -- given that this was a positive adjustment, is the conclusion that revenue is not coming in -- the revenue and/or profits are not coming in as originally targeted?

That would be the conclusion if you were very specific.

But you have to look at the magnitude of the deals that we've done and put this into context.

So if you look at the considerations that we have, and you are basically looking at deals over a three-year period, that ballpark are $800 million, and in one particular quarter, based upon what the projections may be going forward over the next two or three years, is in the neighborhood of $25 million, you can see that it is fairly de minimis.

And by the way, these adjustments do occur every quarter and they move up and down.

Within that, that is aggregate of all the deals that we've had, and we've actually had some of the deals that have been exceeding our expectations.

So this refinement, you will see every quarter we will present it to you and we are excluding it from our adjusted earnings.

I would say, by the way, you are right, it was a positive in the quarter, and so it increased GAAP earnings by $0.04, and we felt that probably was not appropriate for an adjusted basis.

Great.

Thank you very much.

Brian Meredith, UBS.

My congrats as well.

And just want what a pleasure it has been following the Companies that you've been leading over the last decade and a half.

That is very nice.

Thank you.

First question, Mike, CapEx really popped up in the quarter.

Anything unusual in the CapEx line or is that kind of the run rate we should expect here going forward?

Brian, that is a good observation.

We noticed it ourselves.

It actually occurred in the second quarter as well; it moved up to about $100 million in the second quarter and $100 million roughly in the third quarter.

So we are tracking roughly around $300 million to $350 million of CapEx expenditures.

And I think this speaks to what Dan had articulated in his remarks, where we were making investments, continuing to make investments in our businesses, and over the last two quarters, some of that CapEx expenditure was specifically for Mercer, some of it was specifically at Marsh and some of it was also at the parent Company.

So that would be a fairly decent run rate, I would think that you could use, Brian, going forward, even though it may move around quarter to quarter.

Great.

Next question.

Is it possible to get a sense of what the recent acquisitions over the last 12 months, how they kind of impacted earnings in the quarter?

And then maybe what the M&A pipeline looks like.

I can say from the standpoint of the acquisition impact in the quarter, we do lay that out in our supplemental schedules and you can see it was 1%.

I would also say that that acquisition disposition schedule also uses adjustments or transfers that we would have between our businesses, just to make sure that it is consistent within the operating segments and for the operating companies.

So actually, the impact on acquisitions for us in this quarter was fairly de minimis.

So the impact -- okay, great.

And then M&A outlook?

The pipeline is actually very strong for -- really for both segments.

When we look in terms of RIS specifically, it is not just the MMA segment, the Marsh & McLennan Agency, but really we are well-positioned as a leader around the world, and we are an attractive buyer to many companies.

And so we have conversations often.

We don't do many deals, but we are certainly looking at a lot of things.

Great.

Thank you.

Barclays, Jay Gelb.

Thank you and good morning.

This question is for Alex.

On the Guy Carpenter organic revenue growth, should we -- I know that could be depressed in 4Q as well.

What are your expectations in terms of the potential uplift as a result of Sandy headed into 2013?

It's early days at the moment.

We have seen the number of estimates ranging from $12 billion to $50 billion as regards the economic or even insured losses.

There is enough global capacity for that to be swallowed, so we don't expect to see rates increasing across the globe.

If we look at the Northeast, as Brian said, there is going to be some more attention, you would think, to the Northeast, both on the modeling side as well as on the underwriting side.

And we would expect that it could be tough for an underwriter to say that they are going to reduce rates in the Northeast going forward.

So there might be some tailwind there, but globally we don't expect to see tailwinds.

I see.

Okay, and then switching gears to Dan, on the Risk and Insurance Services margin, there continues to be sustained improvement there.

And I'm just wondering if that will help offset some of the headwinds we are seeing in the Consulting businesses, specifically Oliver Wyman.

I think if you look at our margin expansion through the year in each of the segments, it is pretty consistent.

We outlined as part of our strategy the notion that we thought our consulting margins, which had really hit a trough right after the Great Recession, so in 2009 they were down to 10.3%, that we were on a path to improve those margins not only to reach our historical performance levels, but really to optimize the use of our scale and our global footprint to deliver really good Consulting margins.

And so we've been on that path -- 10.3% in 2009, 11.4% in 2010, 11.8% in 2011 and 13.2% year-to-date.

And so we don't believe we are getting off of that path even with what we are seeing today with some macro weakness affecting Oliver Wyman.

So if you put it into context as well in terms of size, Mercer is quite a bit larger than Oliver Wyman in terms of its impact on the overall Consulting segment.

So as we look at -- if we are in a world like we look at today, which is sort of uncertain, but grinding it out, we feel that we will remain on that path of improving margins both in RIS and our Consulting segment.

This is Mike Bischoff.

Let me just give a little bit more color to the background of your question and then throw it over to John to elaborate.

The environment that we are seeing in Europe, Oliver Wyman has faced actually the last four quarters, where we've really seen declines in revenue with regard to their European consulting practices.

What offset that was very strong growth in North America, and we continued to see that through the third quarter as well.

But I think what John is indicating that that very strong growth is just going down to very good growth, and that, with the continuation of what we are seeing with regard to Europe, really gets us a little bit more of a balance in the fourth quarter and not feeling terrible about going into next year.

But, John?

I think the last couple of years, we've been in a weak recovery environment in North America, and pretty much a zero growth plus or minus environment in Europe.

So as we are looking into 2013, we expect to see a broad continuation of that environment.

As Mike said, our very rapid growth in the US has tapered a bit in the second half, and that has been one of the contributors to the weakening growth overall.

And we had relatively challenging conditions throughout the year in Europe.

And we don't at this juncture see those as getting worse, just more of a continuation of that going into next year, but perhaps not offset as much by the strong growth in the US that we had in the first half of the year.

Thanks for that.

And then Mike, just a separate one.

On the tax rate, was it depressed by anything in 3Q?

And should we use a 30% effective tax rate going forward?

Very good question.

As we looked through the first three quarters of last year, the adjusted tax rate was 30%.

As we looked through not only this quarter, but the year-to-date, the adjusted tax rate was 30%.

So it is comparable year to year.

But Jay, there always is discrete items in every quarter.

So modeling going forward, anywhere in the 30% to 31% range I think is very appropriate for a tax rate.

Thanks.

Jay Cohen, Bank of America Merrill Lynch.

A couple questions.

First one, the investment income, that number obviously jumps around.

It is very hard to predict.

Can you give us any sense of what you would view as a normalized number for that line item?

Jay, a very good question.

I would say that roughly 75% of the investments that we have in that line are tied to Trident II.

And Trident II was created as an investment fund back in 1999.

It really had a 10-year life, and so we are kind of wondering why it still is continuing now into 2012.

But if you look at it -- and because in Trident II, which we do not control or manage, the main investment that they have as a public company, they have to mark it to market on a quarterly basis, and we pull that on a quarter-lag basis into our results, which is thus the movement up and down of their portfolio is what causes the movement up and down in our investment income.

To get really to the heart of your question, though, you are asking how should you look at it.

And our investments in this space are roughly $100 million.

And you would look in a normalized basis that we should be producing a couple million a quarter out of a real long-term investment strategy.

So we would be happy when the volatility ends and when Trident II is basically closed down.

That's very helpful, Mike.

Thanks.

The other one is the adjustments to the acquisition-related accounts, the $25 million, where is that in the P&L?

Where is the adjustment being made?

If you look at it from the standpoint -- and by the way, if you want more information on that, we do put it on our financial footnotes.

I think it is footnote 11.

And when you see the Q every quarter, you can track and look at it.

And essentially, on that fair value measurement, you will see how we go through it.

And the contingent consideration can include both the consideration that is just deferred and will be paid, as well as the balance sheet adjustments that we make.

And because we are doing acquisitions, you will see additions to that typically every quarter, and you will see payments every quarter and then you will see the adjustments to fair value.

To give you an idea of where that balance is at the end of the third quarter, it is $78 million.

So essentially what we've been dealing with is about $100 million with regard to the results.

So it just basically flows through the different segments in the operating income that we have, and you would essentially just be reversing the liability, so it would flow through in that regard through our P&L.

But it is a bunch of different line items.

There is no one quick adjustment.

If I wanted to adjust your P&L for this quarter based on the information I have for that number, I really couldn't do it.

No, Jay, you could.

We give out that information every quarter and it is one line and you can see it, and you can see it by segment.

And if you need some help in it, Scott Douglas or I will give it to you.

Awesome.

Thanks.

Matthew Heimermann, JPMorgan.

Good morning, everybody.

And Brian, best wishes in whatever you choose to do next, and start working on your short putts, which you won't be given any more.

(Laughter) That's the biggest risk when you do one of these things.

Thanks, Matthew.

That's not worth sticking around for another year?

Yes, it probably is.

I guess I had two questions.

One was just can you talk a little bit -- I mean, obviously acquisitions are one way of growing your business.

Can you talk a little bit about maybe how headcount is changing in the Company this year, and maybe how much -- especially maybe more on the client-facing side, and maybe what your plans are in that regard as you look into next year.

And then also, I would just be curious.

Obviously, with health care reform and the like, we've had questions on this call about exchanges for a while.

But I guess should we expect to see an announcement from Mercer or the Company at large on exchanges anytime soon?

And if so, are we more likely to see this coming through on the health care side or retirement side or both?

You can expect to hear something from Julio in a minute.

But before that occurs, maybe Dan can talk about the headcount.

Sure.

First, to think about the Company on an overall basis, the headcount has been pretty consistent over a long stretch of time.

There has been movement in the parts of it as we've gone through early-stage restructurings four or five years ago, which sort of reduced the non-client-facing parts of the business and pushed more toward the client in the RIS segment in particular.

But if you look over the course of, say, 2008, at the end of the year, we were about 54,000 all in.

And now we are very close to 54,000 all in.

So over many years, we've been pretty consistent on the overall colleague side.

Much of our colleague growth has been via acquisitions.

So, as an example, within Marsh & McLennan Agency, we have about 1500 people within that.

We added 700 or 800 people with the Alexander Forbes acquisition.

So ultimately, the headcount growth has largely been around acquisitions, as opposed to any kind of organic growth within headcount.

Is that likely to change anytime soon?

Or we should expect more of the same on that?

I think you will see more of the same in that -- if you factor out acquisitions for a second, you will find us becoming more and more efficient in how we run our business, but the headcount line staying largely the same, because we are taking headcount that we find more efficient ways to run the business, and we reallocate that headcount toward the client-facing roles.

Okay, thank you.

That's helpful.

So, Julio, exchanges.

Thank you, Brian and thank you, Matthew, for the question.

As you know, this is a big topic for the industry and for our business right now.

In fact, I just got back from DC, where we had a chance to host a panel discussion on health care reform among leading experts, and many of them who advise the current administration on health care reform and of course exchanges in particular.

Private exchanges is generally considered to be an easy access through a marketplace approach for better employee choice options and, of course, cost control.

We spent a lot of time with our clients educating them on the concept, and of course, you see some of the growth that we are seeing in our Health & Benefits line because of some of that extra work that is coming our way as a result of the Affordable Care Act.

We had lots of options already for our clients that we are actually using to address some of the choice and cost control.

One of them is Mercer Health Advantage.

And that is actually an opportunity for people to participate and for clients to participate with their employees to take advantage of scale and discounts that we give through Mercer Health Advantage.

And in fact, we have about 14 employers that are already participating in this.

We anticipate sign-up somewhere between 400,000 and 500,000 employees and their families through this vehicle that will of course go through 2014 and 2013 as well.

So Mercer -- we also have Mercer Marsh Benefits, which of course is a great way internationally of facing the market to give additional choice options and cost control.

And we will be announcing soon a partnership in the Medicare Retirement space that will also have us actively involved.

And I'd like to also mention that it is our full intention to have an active exchange in place for 2013 enrollment.

And so as you mentioned earlier, stay tuned, as things continue to develop.

Okay.

That Advantage product, is that -- that is a scale program for multiple employers, but is that one carrier-supported?

No, it is actually multicarrier-supported, and it will continue to be an option for those that are looking purely for the discount side.

Right?

Different types of active exchanges will give different types of affordable options.

And certainly the marketplace option that is being considered for private exchange would be a little more expansive than what we offer in Mercer Health Advantage, but nonetheless very attractive.

Keep in mind that employees are at different stages of trying to figure out what they are actually going to do with private exchanges.

And during this stage, they are very receptive to an option like Mercer Health Advantage, as demonstrated by 14 employers and 400,000 employee families who are choosing that option.

Okay.

Thank you for that.

Ray Iardella, Macquarie.

Thanks and good morning and best of luck on your retirement, Brian, as well.

Just a quick question, I guess, maybe sticking with Julio for a second.

I know I think Dan in his prepared remarks mentioned some growth in Latin America and Asia.

Just curious kind of where the growth within Mercer overall, where it is coming from right now relative to the US, versus just broadly international.

I know you guys don't disclose that, but can you give a sense of the growth trajectory there?

Let me comment, if I may, for a second on the third quarter.

That incorporates some of what you are asking here.

We had a pretty solid performance for Mercer in the quarter, and so I'm pretty pleased.

And even though we've had continued softness, as many have mentioned, in the global economy, we continue to manage tightly our expenses and of course invest in things that we think are going to give us good growth.

And one of the overall objectives, of course, is to continue to become more significant in what we call our growth markets and growth economies, because we see them as being able to come out of some of the global challenges a little bit quicker than perhaps some of the mature ones.

And thus, that is an important emphasis for us.

Overall, our underlying growth for the quarter was 3%.

That is consistent with what we've been running in the quarter and last quarter and of course on a year-to-date basis.

So as far as revenue, what we disclose, as you know, is by our line of businesses.

And our Health and Benefits business, as I mentioned earlier, is 7% up, and Investments a strong 10% up.

And those two are carrying the day, and you can imagine that those two are also playing very well in some of the growth economies.

So it is not -- it wouldn't be surprising to see that we are really doing very well in our growth economies, and well into the double digits, I think it's fair to say.

And we continue to want to invest there and see more type of profitable revenue growth from those areas of the world.

Okay, that's certainly helpful.

And maybe moving on similar question to Peter, if he is there in the room.

Just given I guess that the organic growth -- what we've seen over the past few quarters out of Latin America and Asia, it looked like it slowed down a little bit.

I know the comps are getting difficult given the double-digit growth, but how should we think about that going forward?

Thanks, Ray.

You know, overall for Marsh, we had very strong revenue growth with our renewal book.

As stated in opening comments, over $260 million of new business.

And it was spread out across the world, which is very comforting for us as we look at overall Marsh.

One of the things, again, when we look at this globally is the number of offensive RFPs we've been competing on; it is now over 75%.

So we are winning a lot of business and that is building the organic growth over several quarters.

When you look at the emerging economies -- so you had said about Latin America -- you have to keep in mind it's one of their smallest quarters, so any volatility in the renewal line will skew it in terms of its organic growth.

They actually did produce more new business year-over-year, and we are comfortable with the year-to-date growth rate of around 12%, and look at the third quarter as not consistent with how we expect them to perform.

But overall, we are pleased with our growth in Latin America and in Asia.

Thanks.

And if I can squeeze one more in.

Similar topic for Mike in terms of cash, US versus offshore.

That is a very good question.

We are actually -- let me say that the second half of the year, we have really strong cash generation from our operating companies.

And you see that reflected in the $2,044,000,000 of cash that we have at the end of the third quarter.

And that strong cash flow should continue through the fourth quarter.

So what we typically do is start to bring money back that is not permanently invested outside the United States during the third and fourth quarter.

So actually, I'm going to defer the answer to your question until we end up in the fourth quarter and really have a definitive number with regard to how much of our cash is international versus in the US.

And the reason that we are bringing that cash back into the US over the third and fourth quarter is that you know that we have dividend payments to shareholders, we have another return of capital in the form of share repurchase, and also, we want to look at the MMA acquisition strategy.

So it is really in flux.

But we started the year with almost all of our cash in international operations.

Okay, thanks for all the color.

Arash Soleimani, Stifel Nicolaus.

Thank you.

Just a couple follow-ups on the exchanges.

So I just wanted to confirm the exchange in 2013, that is going to be an MMC-launched exchange, it's not going to be a partnership with a third party -- is that correct?

I'm sorry, I could not -- could you repeat the question, please?

The exchange that you mentioned in 2013, that is not going to be a partnership; that's going to be an actual MMC-launched exchange?

So there is the Mercer Health Advantage, which I already mentioned, which is already launched, right?

And we do have more than one carrier on that.

And that was the 14 employers and 400,000 individuals as well as family members that will have access to that for this enrollment period that we speak of right now.

In addition to that, we will also have a Medicare partnership -- so that will be a partnership, Medicare Retirement partnership -- going soon.

And then we will have an active exchange, where it will be our exchange, that we will also be announcing in the months to come.

Okay, and then in terms of the active exchange, I guess what will -- in terms of the economics of that, do you expect that to be, I guess, a more lucrative business model than the traditional health benefits model in terms of switching more to a commission-based model?

Or do you expect it to be pretty similar in terms of the margins?

In the US, which is where particularly this applies, about 50% of our business, a bit more than that, is commission; the other is consultancy.

And quite frankly, the margins there are quite handsome, and we consider that to be very consistent with what we expect from the exchange option as well.

Okay.

And then lastly, we saw that Aon mentioned that about 44% of their surveyed, I guess, clients mentioned that they were interested in potentially joining an exchange over the next five years.

Do you find when talking to your clients that that number seems in line with what you are seeing, or --?

I think it is ever-evolving, quite frankly.

I mentioned earlier that I was in DC and then we had a significant amount of opportunity to be able to kind of assess that and get a ground view on some of the clients' opinions about that.

And there are several different points.

I think that anything that works in the area of providing increased choice and controlled cost is of great interest to our clients.

And it could form many different ways and many different solutions, in which one of those are exchanges.

Right.

And do you think if the states are able -- I think it is 2017 -- to open the exchanges to large employers, I guess greater than 100 employees -- do you think in that situation they could pose a competitive threat, or that would not even be an issue whatsoever, if they opened their doors to the --?

There is still a significant amount of unknowns as to how that will all develop.

It is kind of early in the game for us to really predict how that's going to turn out.

So we will leave it for the strategy that we have already articulated for the moment, based on the opportunities that we see in the short and medium term.

Michael Nannizzi, Goldman Sachs.

Thank you.

I know we talked a little bit about Europe and Oliver Wyman.

Is there a way to look at year-over-year revenue change adjusted for FX in Europe, specifically Oliver Wyman?

And just to try and understand kind of what that looks like on a standalone?

I don't think we give that information out, so I guess the answer is no.

Simple.

But I think we've given you a pretty good idea of how we feel about Europe from an Oliver Wyman point of view.

And it is -- I think it is business as usual going forward into next year.

Dan, do you want to say something?

I would just say that Oliver Wyman is our most fungible business model from a project colleague engagement standpoint.

So to say it a different way, slowdowns in Europe can be picked up by opportunities in the United States, and we can seamlessly move people to those assignments.

So it is a global line of business structure, though it is much more fungible than our other operating companies.

I see.

Are you seeing kind of the pipeline shift geographically to kind of facilitate or drive the resource movement from Europe to other areas?

I think that is exactly what has been happening through 2012.

And as we highlighted earlier, we've had very strong growth in North America this year and face weakened conditions in Europe.

So as Dan highlights, we have a global capacity model.

So we are growing overall in Oliver Wyman, so we move consulting capacity from Europe to the United States to help enable the growth here, and also then improve the residual economics of the European business.

So overall, we really look at the business on a global basis, and we manage our capacity to the global growth of the business.

And we can deal with variation in region-by-region growth by shifting capacity.

So really, Oliver Wyman's economics really follow our global revenue growth more than any bifurcation in the revenue growth by region.

Great.

Thank you very much.

And then just one quick one on the risk side.

Can you talk a little bit about in the retail segment, North America exposures and kind of trend there, what are you seeing?

I know in the release you mentioned kind of rate on the reinsurance side.

But if you could talk a little bit about business conditions in North America specifically on the exposure side, and maybe a little comment on rate as well, that would be great.

And thank you very much and congrats, Brian, for an excellent tenure.

Thanks, Michael.

Appreciate it.

Okay, Peter.

On the US side for Marsh, again, this is the third quarter.

We still saw more rate increase probably in several segments.

So the property cat continued to start to trend up a little bit.

You had professional lines, directors and officers focused on financial institutions started to move up.

When you look at other segments like casualty, you need to break them down into different buckets.

But for umbrella and lead layer casualty we still saw some pressure on pricing.

When you look at it in its entirety, more of our clients experienced rate increases than decreases in the third quarter when compared to the second quarter.

So it was a modest increase, but the trend was slightly up.

In terms of exposures, if you looked at payroll, sales, total insured values, I would say low single digits, generally speaking.

We started to see some more activity, increased payroll, and started to see a little bit more in TIV.

Sales was modestly up.

But it was low single digits.

Great.

Thank you very much.

Okay, I think we've got time for one question, if there is one.

Anybody?

Actually, I show we have no further questions.

Well, then, that's perfect.

All right, well, I think I'm just going to say goodbye.

(Applause)

That concludes today's conference and we thank you for participating.