Marsh & McLennan Companies, Inc.
Q1 2010 Earnings Call Transcript

Published: 4 May 2010

[Operator:]

Welcome to the MMC's conference call. [Operator Instructions] First quarter 2010 financial results and supplemental information were issued earlier this morning. They are available on the MMC 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 2010 or subsequent periods are forward-looking statements, and MMC's actual results may be affected by a variety of factors. Please refer to the MMC's most recent SEC filings as well as the company's earnings release which are available on MMC's 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'll now turn over this call to Brian Duperreault, President and CEO of MMC.

[Brian Duperreault:]

Good morning, and thank you for joining us to discuss our first quarter results reported earlier today. I'm Brian Duperreault, President and CEO of MMC. Joining me in presenting on the call today is Vanessa Wittman, our CFO. I'd also like to welcome our operating company's CEOs to today's call

[Vanessa Wittman:]

Thank you, Brian, and good morning, everyone. There are several areas I'll cover in my remarks this morning. First, I'll give an overview of MMC's consolidated earnings for the quarter. Next, I’ll discuss the results of the individual operating companies. And finally, I'll close with some observations regarding MMC's capital structure. Let's start with earnings per share. On a GAAP basis, EPS from continuing operations rose 48% from $0.33 in the first quarter of 2009 to $0.49 in this year's first quarter. On an adjusted basis, EPS was $0.51, an increase of 31% from $0.39 in the first quarter of 2009. As we indicated on last quarter's earnings call, our restructuring activities have been substantially completed. Although we will continue to search for efficiencies, we expect that future activities, as reflected in our schedule of non-GAAP measures, will be focused on the refinement of our support and back-office functions as well as integration of acquisitions such as HSBC Insurance Brokers. Additionally, I should point out that discontinued operations, net of tax in the quarter, was primarily due to the February sale of Kroll's Substance Abuse testing business. It had 2009 revenue of $37 million and a sale price of $110 million. Reflecting the de minimis effect and MMC's overall results, we have not restated prior periods for this sale. Let's look at the results of MMC's continuing operations. Unless specifically indicated, my references will be to underlying revenue, underlying expenses and adjusted operating income. In the first quarter, we are pleased that our strong earnings growth reflects increased operating income for not only each of our three operating segments, but every one of our five operating companies. On a consolidated basis, MMC's operating income rose 18% compared with last year's first quarter. This is a significant increase, especially considering that higher net pension expense reduced profitability in the first quarter by $20 million. This is in line with the guidance we gave on last quarter's call. Investment income was $8 million in the first quarter. In addition to the mark-to-market gains in our private equity portfolio, we took advantage of favorable market conditions to sell some of our direct equity investments. Looking ahead, we currently anticipate investment income of approximately $10 million in the second quarter of 2010, which should result in a positive swing in EPS of about $0.05 compared with the second quarter of 2009. Turning back to this quarter, corporate expenses decreased 6% to $37 million in the first quarter from $39 million last year, consistent with our comments on last quarter's call that we expect corporate expenses to decline. Next, I'd like to review the performance of our operating segments, beginning with Risk & Insurance Services. On a reported basis, first quarter revenue rose 9% to $1.5 billion, and underlying revenue growth was flat. Risk and Insurance Services’ operating income rose 4% from $343 million to $357 million. Looking at insurance broking, Marsh's first quarter revenue rose 8% on a reported basis to $1.2 billion. On an underlying basis, revenue was flat. Despite difficult industry conditions, Marsh increased revenue in many areas of the world, including U.S./Canada, Asia Pacific and Latin America. The positive momentum in new business generation Marsh achieved in the second half of 2009 continued with strong new business in the first quarter. Marsh's operating income rose in the first quarter as the continuing focus on controlling expenses more than offset increased pension expense. At the same time, we understand the importance of reinvesting in Marsh. We are continuing to develop and improve our client technologies. Dilutions like Marsh market information, Marsh business analytics and the CS Stars Enterprise Edition are tools that help our clients make better, more data-driven decisions. Moving to reinsurance broking, Guy Carpenter continued its strong revenue performance in first quarter. On a reported basis, revenue increased 12% to $315 million, primarily due to acquisitions. Underlying growth was 1% -- a good performance considering the headwinds from continued declines in reinsurance pricing in all lines of business and increased retentions by clients. The revenue growth reflects Carpenter's strong new business production that we have seen each quarter since the third quarter of 2008. A continued focus on cost containment kept operating expenses flat in the quarter, contributing to operating income growth. Overall, Carpenter achieved double-digit growth in operating income which includes the 2009 acquisitions of Collins and Rattner Mackenzie. We are extremely pleased with these acquisitions. Now let's turn to our Consulting segment. Reported revenue rose 7% to $1.2 billion. Underlying revenue growth was 1%. Strong expense control continued, producing a 3% decline in operating expenses in the quarter despite an increase in pension expense. These management efforts resulted in a 57% increase in operating income from $74 million to $116 million, with the operating margin for the Consulting segment increasing 320 basis points. Mercer's reported revenue increased 6% in the first quarter to $849 million. Underlying revenue was down 1%. In the first quarter, retirement declined 5% on a year-over-year basis as we continue to see clients deferring discretionary projects. We’re very pleased to report that Health and Benefits grew 2% in the first quarter. The major geographies that contributed to this growth were Canada, EMEA, and Asia Pacific. This growth was in spite of a decline in the U.S. due to a near-term disruption in demand as Congress debated significant legislative changes to the U.S. healthcare system. Since this legislation has been passed, we expect an increase in demands for health and benefit services which should start in the second half of this year. Outsourcing revenue rose 3%, driven by new business in Asia Pacific and the U.S. Investment Consulting and Management increased 17%, due to very strong growth in the U.S., EMEA and Asia Pacific. Assets under management were $30 billion. Over the past two years, Michele and her team have done an excellent job of anticipating that economic conditions would dampen discretionary spending on the part of clients. As a result, Mercer continues to manage expenses closely. In the first quarter, even including the impact of higher pension expense, operating expenses fell 2%. Mercer achieved double-digit growth in operating income as well as margin improvement. Oliver Wyman generated strong revenue growth in the first quarter. Reported revenue grew 10% to $306 million and underlying growth was 6%. This continues the improving fundamentals for Oliver Wyman that began to develop in the second half of 2009. Among its industry specialties, Financial Services continued its strong performance. Reflecting the improving health of this sector, revenue rose double digits in the first quarter. Oliver Wyman is also seeing modest growth in the consumer sector and stabilization in the industrial sector. While some areas continue to experience weakness, we are very pleased that Oliver Wyman's revenue and profitability improvement in the first quarter. Let's move to Risk Consulting and Technology. Kroll had another strong quarter of improved profitability. Revenue was down 3% to $162 million on a reported basis and 2% underlying. Operating income doubled. Since we sold Kroll Labs in mid-February, its results are included for only half of the first quarter. Given the underlying trends, the operating leverage created in 2009, and seasonality, we expect Q1 to be Kroll's lightest. Kroll's improved profitability was made possible by a turnaround in Risk Mitigation & Response as well as strong performance from Ontrack. Kroll Ontrack, Kroll's largest business, had revenue growth of 8%. While Background Screening was down 9%, pre-employment reports, which are more of a leading indicator, increased, reflecting an encouraging sign in the U.S. and U.K. employment markets. Due to the introduction of a new income verification product, the outlook for Kroll's Mortgage [ph] Origination business is more encouraging than current market conditions might indicate. Additionally, Ben Allen and his team continue to do an excellent job managing Kroll’s cost space with an 8% decrease in operating expenses in the first quarter. This positive leverage resulted in substantial growth in operating income and margin improvement on a year-over-year basis. We expect Kroll's growth and profitability to continue as we move forward in 2010. Turning to MMC's capital structure. Net debt was $2.4 billion at the end of the first quarter. As you know, our cash utilization is typically greatest in the first quarter, primarily due to the funding of incentive compensation payments. Also, we used approximately $200 million of cash for acquisitions. This was primarily for HSBC Insurance Brokers. Although this deal closed on April 1, the cash was put in escrow on March 31. Shares outstanding at the end of the first quarter were 541 million, an increase of 24 million from a year ago. The primary use of stock was 18 million shares for acquisitions, the largest of which were Collins in the second quarter of 2009 and Rutherfoord in the first quarter of 2010. 6 million shares w used for restricted stock and an employee stock purchase plan. With that, let me turn it back to Brian.

[Brian Duperreault:]

Thank you, Vanessa. I think we can start the question period. So who has a question?

[Operator:]

[Operator Instructions] We'll take our first question from Keith Walsh with Citi.

[Keith Walsh:]

Two quick questions, one for Vanessa, one for Dan. I guess, Vanessa, just thinking about your EBITDA is running about $1.4 billion over the trailing four quarters, you've got dividends over $400 million and at the rate you’re doing deals, you're still accumulating cash on a go-forward basis. What are the priorities for uses of cash going forward?

[Vanessa Wittman:]

Clearly over the last 12 to 18 months we have been very conservative with our cash. Really, the economic instability and the lack of visibility in the businesses has led us to that conclusion. And of the acquisitions done, you saw us using a lot of stock over that period. As we go forward, we will continue to make very conservative decisions as we look at acquisitions, and you saw us use cash at the very end of the first quarter for HSBC. As you noted, we're accumulating cash and we want to begin to use some of that for acquisitions but continue to balance that with other demands on the cash.

[Keith Walsh:]

Okay, and then for Dan, I think you said on one of the last calls we should judge you on the top line. And you certainly delivered there in the U.S., especially relative to your biggest rival, Aon. When I look at your plus one and their minus five in the Americas, maybe could give us a little color on the new business generation that you had in the quarter? And why your results and Willis’ have contrasted so much with maybe some of your other rivals?

[Daniel Glaser:]

Well, our new business in the quarter was very strong. But our new business really throughout all of last year was good, on both a new-new and an expanded basis. If I look at this first quarter specifically, the U.S.-Canadian new business was up 14% and Internationals was up 2%, so our total was up 7%. And it was actually $221 million of new business in the quarter. So I feel very good about that. We're certainly winning in the marketplace. And ultimately, when I look at things like our RFP performance over the last few years, or 2½ years to be exact, there's been continual progress. So as I said early in this journey, I believe we are the finest insurance brokerage and risk advisory firm in the world, and now we’re executing on that.

[Operator:]

We'll move on to Brian Meredith with UBS.

[Brian Meredith:]

Dan, could you talk a little bit about contingent commissions and what successes you're having in putting in agreements? And what impact it could potentially have for revenues here going forward?

[Daniel Glaser:]

Okay. So let me start by saying that we've been very consistent in our approach. As I've said before, we believe the broader issue relate to all carrier revenue streams and the potential conflicts of interest that they present. All brokers receive carrier compensation in one form or another, and each of these arrangements requires a good system of internal controls to manage complex and, in our opinion, complete transparency to clients. At March, we operate in many different businesses in many different parts of the world, and the compensation norms differ significantly among them. So we recognize that there’s no one-size-fits-all model for compensation. The one thing we are committed to, however, is transparency in putting the interests of our clients first. When we looked specifically at contingent commission, we made a statement a month or so ago which was that we will not accept contingent compensation or contingent commission on any placements anywhere in the world for any U.S. client served by our core U.S. brokerage operation. Now we did that not out of any concern for the propriety of contingent commissions nor any concern about our ability to manage conflicts of interest. Rather, we did it in response to discussions we had with clients, but more particularly because we can be fairly -- our belief that we can be fairly compensated in that segment without contingent compensation. So the short answer, the summary, is we will take contingent commission in certain parts of the world and in certain segments, but in our core U.S. brokerage segment we will not.

[Brian Meredith:]

And then the second question, Peter, wonder if you could you give us your thoughts on mid-year renewals and what you expect, particularly with the Chile quake and what's been going on?

[Peter Zaffino:]

The mid-year renewals, from what we've seen so far, will behave very similar to what happened in the first quarter. Rates are still off, we saw that as we look into the second quarter. Capacity is still plentiful. While there have been an inordinate amount of catastrophes that have occurred over the last three months, none of them are going to really drive pricing in the reinsurance segment, and we can expect to see the headwinds continue throughout the year, absent any large catastrophes.

[Operator:]

Our next question comes from Larry Greenberg with Langen McAlenney.

[Larry Greenberg:]

Just wondering if you could elaborate a little bit on the Risk & Insurance Services margin, which was down versus a year ago? I know probably a point of that or so was increased pension expense. I’m wondering if you could comment on possible FX impact in there? And I think you've suggested you would expect that to be up for the year. Is there anything that's changed in your thinking on that?

[Brian Duperreault:]

Well, let me start and then I think Vanessa will talk about the FX. I let her do all that FX. But the margin, I think if you took the pension out, will we have it [ph] (33

[Vanessa Wittman:]

Sure. Larry, on the FX front, it was a slight positive in the quarter but fairly de minimis, and we would expect that we are reverting to our normal course of it being de minimis over the course of the year, no large impact.

[Larry Greenberg:]

And, Brian, just a follow-up on your market commentary, on the cycle and pricing. Have you guys seen a deterioration in terms and conditions since the beginning of the year?

[Brian Duperreault:]

A deterioration. Well, I would say it’s -- maybe Dan and Peter can comment more than I could. I'm not sure that deterioration but I think it continues to decline.

[Daniel Glaser:]

Yes. I mean, we’re in a -- what, the seventh year of essentially a softening cycle. And from a rate standpoint in the first quarter, rates were pretty consistently down on a line-by-business basis. But maybe not in certain areas, not quite as deeply down as last year but probably more uniformly. So last year there were some pockets, such as D&O for financial institutions and mining risks, et cetera, which saw rate increases and we've actually seen some of that come off this year. And so there really is only downward pressure across virtually every line of business. But it's not a pell-mell rush to the bottom. And when we look at insurance companies’ results on a profitability basis, it's getting tighter, but still over a long period of time the results aren't bad.

[Larry Greenberg:]

I guess the thrust of my question is that ES [ph] (36

[Peter Zaffino:]

When you talk about terms and conditions, you're usually talking about contract language and also usually deductible terms. And I would say when you look at levels of self-insured retention and deductible levels, that has over the last couple of years -- there's been downward pressure. And there's been more incentive for clients to reduce their deductibles. In terms of broadening coverage, well, that's what brokers do. We negotiate with carriers to obtain the best terms and conditions possible in the market for clients, and I would say that that's a continual process. I wouldn't say that over the last few months, we've seen any material change in the contractual terms that we negotiate for clients.

[Operator:]

Our next question comes from Meyer Shields with Stifel Nicolaus.

[Meyer Shields:]

Question for Michele, if I can start there. With the rewards, talent and communications’ call for organic growth, how should we think about that going forward?

[M. Burns:]

I think you will see the rewards, talent and communications group gradually improve. What we're seeing there is a significant spike in demand in the pipeline as clients, after about taking probably as much as eight quarters all, are beginning to see places in their businesses where they really needed strategic thinking about hiring, about retention and about the shape of their workforce. So I would expect, actually globally, for us to see continued strong demand in that segment and improvement in results.

[Meyer Shields:]

In [ph](38

[Daniel Glaser:]

Well, I think the best way to look at it on a macro basis would be that insurance renewals are typically once a year, and the economy is changing every day, right? And so from that standpoint, at a maximum you have a 12-month period before that flows into the actual exposure units in an insurance policy. And certain lines of business have a little bit of a quicker view, something like Marine cargo, et cetera. As an example, in stock throughput policies you'll see month-to-month movements in premiums paid on the actual shipments. And we have begun to see some green shoots. Now what we haven't seen is to say that there has been a dramatic global turnaround and we're seeing a tremendous amount of flow. But having said that, we’re not seeing the declines we've seen before, and we have seen in some areas like marine cargo a bit more volume on shipping and a bit higher values associated with the units being shipped.

[Brian Duperreault:]

And I think if you look, exposures get adjusted. So I think then you see last year, when the exposure adjustments -- it was double-barrel, because you had the current business reduced, and then you also had a reduction of the previous year. So when the economic turn takes place, you can see the reverse of that.

[Operator:]

And your next question comes from Jay Cohen with Bank of America-Merrill Lynch.

[Jay Cohen:]

I guess it's for Dan. Dan, can you talk about the pricing on acquisitions? Is that changing at all? And what kind of competition you're seeing when it comes to buying other agencies?

[Daniel Glaser:]

I'll take that question to be really in the agency space rather than with regard to Captives or HSBC Insurance Brokers. So in terms of the agency, I’m very satisfied with what our progress has been. I mean, right now with our acquisition which we announced yesterday of the Bostonian group, we would be the ninth-largest agent broker in the United States once you exclude the three global brokers. So I am very positive about that. Our strategy was to start by purchasing high-quality hubs, platform hubs in which to do fold-in and bolt-on acquisitions later down the road. And really, that's where our focus has been. And there’s always competition in the marketplace for these assets but we have not been in any auction environments. In fact, I don't think we would participate in that kind of environment. We’re interested in finding agencies in which we believe they have high-quality management teams, management teams that focus mainly on capabilities and driving value for clients and that fit in with Marsh's overall values and culture. Even though the agencies themselves won't be integrated within Marsh, they'll be integrated with Marsh & McLennan Agency. Marsh as an organization still stands for certain things, and we want to make sure that any acquisition that we make meets that criteria. So in terms of our hub and platform acquisitions, there are other people interested but we have not seen dramatic levels of people. I think it's fair to say that some of the players who had been active acquirers before are more on the sidelines now. In terms of multiples, I'm a buyer. I'd always prefer lower multiples. The multiples, it’s clear, are significantly lower than what existed three or four years ago. But as a buyer, I'd always want a lower multiple if we could. But they are definitely consistent with the strategy that we outline in terms of our five-year plan as to what range of multiple on EBIT we would be willing to pay for hub and platform acquisitions.

[Jay Cohen:]

Vanessa, on this share count. Other than for deals, we still have the increase in the first quarter, obviously for compensation purposes. I assume that use of shares is much more heavily weighted towards the first quarter?

[Vanessa Wittman:]

The 18 million of shares between last year's first quarter and this year's first quarter, Jay?

[Jay Cohen:]

I was thinking more just from the fourth quarter to now. Obviously, with compensation purposes, share use, what about going forward? Does that continue, or that’s a smaller amount I’m assuming in the forward quarters?

[Vanessa Wittman:]

You are correct on both counts. It is more heavily weighted in the first quarter and it will be smaller going forward.

[Jay Cohen:]

And then, lastly, on the private equity side, you gave us some guidance for the second quarter. Beyond that, is there a number we should think as a normalized number for private equity gains?

[Vanessa Wittman:]

I wish there was. We report on a lag, and I think it's as much news to us as it is to you. There isn't predictability in that.

[Operator:]

We'll take a follow-up from Meyer Shields with Stifel Nicolaus.

[Meyer Shields:]

I think this is also for Vanessa. I’m looking at Page 9. You've got $274 million of MMC Consolidated results, and then there's a $10 million difference between that and the portion attributable to common shareholders. How can we model that difference going forward?

[Vanessa Wittman:]

The discrepancy is because of the two-class method, Meyer, and I think probably from a modeling perspective if you follow up with Mike offline that's your best bet.

[Operator:]

And we'll take our final question from Thomas Mitchell with Miller Tabak.

[Thomas Spikes Mitchell:]

With the sort of general concern and interest that should be emerging from what happened with the Deepwater Horizon, and I guess is still happening, I’m wondering if you are seeing inklings a) of some people and some businesses possibly being inclined to do a little bit less self-insurance? And also whether or not the Environmental sector is getting any significant new inquiries?

[Brian Duperreault:]

Sounds like a question for Dan.

[Daniel Glaser:]

Well, one, I think you have to bear in mind that the insurance marketplace is huge. And so any individual loss, other than a catastrophe loss which involves many, many insured, any loss to a single insured has a remote possibility of affecting the entire marketplace. And so I think what you would find is that there may be some upward pressure or concern in the offshore-drilling-rig marketplace. I don't even think that this loss is large enough to extend that concern to the entire energy marketplace. And in terms of size of loss, we don't have precise numbers. But in terms of the insurable amount of this loss, most prognosticators are using a number between $1 billion and $2 billion. And so even if you say it’s the upper end of that or even more than that level, it would not be enough to, in itself, impact either buying behaviors or the overall insurance marketplace.

[Brian Duperreault:]

Well, we're going to wrap this up. And again, I want to thank you for your interest and we'll talk to you next quarter.

[Operator:]

And we'd like to thank everyone for their participation. And that does conclude today's conference.