Operator
Operator
Welcome to Marsh & McLennan Companies Conference Call. Third Quarter 2018 Financial Results and supplemental information were issued earlier this morning. They are available on the company's website at www.mmc.com. Please be advised that the call is being recorded. Please note that remarks made today may include forward-looking statements. Forward-looking statements are subject to risks and uncertainties and a variety of factors may cause actual results to differ materially from those contemplated by such statements. For a more details discussion of such factors, please refer to our earnings release for this quarter and to our most recent SEC filings, including our most recent Form 10-K, all of which are available on the MMC website. During the call today, we may also discuss certain non-GAAP financial measures. For a reconciliation of these measures to the most closely comparable GAAP measures, please refer to the schedule in today's earnings release. I'll now turn this over to Dan Glaser, President and CEO of Marsh & McLennan Companies. Daniel S. Glaser - Marsh & McLennan Cos., Inc.: Thank you and good morning. Thank you for joining us to discuss our third quarter results reported earlier today. I'm Dan Glaser, President and CEO of Marsh & McLennan Companies. Joining me on the call today is Mark McGivney, our CFO; and the CEOs of our businesses. John Doyle of Marsh; Peter Hearn of Guy Carpenter who is dialing in from London; Julio Portalatin of Mercer; and Scott McDonald of Oliver Wyman. Also with us this morning is Dan Farrell, Head of Investor Relations. The third quarter was eventful for Marsh & McLennan. I am pleased with our overall financial results for the quarter and I will talk about them a bit later. Without a doubt, the major highlight of the third quarter was our agreement to acquire Jardine Lloyd Thompson Group. We are progressing with the regulatory and shareholder approval process. In the U.S., we recently received antitrust regulatory approval from the U.S. Federal Trade Commission, concluding the competition review of both the FTC and Department of Justice. Also, JLT has announced it will hold a General Meeting of Shareholders on November 7 for the purpose of obtaining shareholder approval. As we move forward, the transaction remains subject to additional antitrust and regulatory approvals. At this point, we expect closing sometime in the spring of next year. Our executive committee spent last week in London getting to know the senior leadership of JLT better as well as addressing the broader JLT colleague base through a large town hall meeting. There is tremendous energy and optimism on both sides around the benefits this acquisition will bring to clients, colleagues and shareholders. Following these meetings, I am even more excited about the strategic potential for our combined organization. The process of planning our future together has begun in earnest. Teams of leaders from both organizations are involved in this effort and decisions will be made from the perspective of bringing the best of both. While JLT is a large transaction for us, we have a strong track record of M&A having executed nearly 160 transactions since the beginning of 2009. Over that time, we have had success in retaining key talent and maintaining the unique qualities of the organizations we acquire. While no integration is seamless, the combined leadership team has the depth of experience and industry knowledge to grasp the challenges ahead and execute successfully. As I have said previously, this is a combination out of strength on both sides. It is about one thing, growth, growth in talent, capabilities, revenues, margins, and earnings. Dominic Burke and the JLT management team have built a terrific organization that is highly skilled with a strong track record of growth. Together, we'll deliver even more value for clients. It further solidifies our position as the leading global professional services firm providing advice and solutions in the areas of risk, strategy and people. We will have the broadest and deepest talent in the industry. Marsh McLennan will be the single-best place to work, the employer of choice and the organization where creative and highly-skilled people will optimize their talent. We will have a relentless focus on clients and improving the client experience. The strength of our combined organization and the unmatched capabilities we bring will be the driving force for client and colleague satisfaction. We will have deeper industry expertise, stronger geographic positioning, and greater capacity for investments in digital, data and analytical capabilities, which will benefit our clients. We will be out in front of their greatest challenges with innovation and thought leadership. In addition to the JLT news, we had an active M&A quarter on other fronts. During the quarter, Mercer announced the acquisitions of Pavilion Financial Group and Summit Strategies Group within the Wealth division. These transactions, which represent approximately $90 million of combined revenues will strengthen Mercer's investment consulting position in the endowment, healthcare and insurance sectors while adding capabilities in alternative investments. Both firms bring high-quality talent as evidenced by their strong scores in the Greenwich Associates Quality Index for investment consulting. In early October Marsh & McLennan Agency acquired Eustis Insurance & Benefits, a Louisiana based agency with $17 million of revenue. While deleveraging the balance sheet will be a priority over the next couple of years, we have provided for the flexibility to continue to pursue selective acquisitions and MMA will be the primary focus given the significant success of this strategy over the last decade. With MMA, we have built the highest quality middle market brokerage business in the industry and we will continue to support their development. I would also like to highlight some leadership changes in Mercer. Martine Ferland was recently named to the newly created position of Group President reporting to Julio. Martine brings more than 30 years of experience in consulting, leadership strategy and delivering client value, having run businesses in Canada, Europe, Pacific, Asia and the U.S. Under Martine, we will be further simplifying and combining Mercer's three geographic regions into two, U.S.-Canada and International. This aligns more closely with the regional structures in place across the other businesses of MMC. As part of this change, we also announced that David Anderson will lead the newly established international region and that Louis Gagnon will be the new leader for U.S. Canada. Both David and Louis will report to Martine. Now, let me give some highlights of our performance for the third quarter and first nine months of 2018. Revenue growth in the quarter was strong. Consolidated revenue was $3.5 billion, up 5% or 7% excluding the impact of the new revenue recognition standard. Underlying revenue growth in the quarter was 5%. With 5% growth in both RIS and Consulting the first time that both segments have had 5% or better underlying growth since the third quarter of 2011. Marsh had 3% underlying revenue growth driven by strong growth of 5% in U.S.-Canada, a continuation of the momentum we saw in the first half of the year. In Guy Carpenter we saw 11% underlying revenue growth in the quarter, bringing them to 7% underlying growth year-to-date. This reflected strong performance across the business. Mercer's 3% underlying revenue growth was driven by continued strength in investments, health and career. Oliver Wyman grew underlying revenue 11%, which was better than our expectations going into the quarter. As for our bottom line results, adjusted operating income grew 3% and adjusted earnings per share increased 8% in the quarter, excluding the impact of the new revenue standard. NOI growth and margin expansion in RIS were strong, offset by expected softness in Consulting, which was driven by the difficult expense in comparison to 2017 that we mentioned last quarter. For the nine months, our consolidated underlying revenue growth stands at 4% and adjusted EPS increased 10% excluding the impact of the new revenue standard. In the aggregate, our results for the first nine months position us well to deliver another solid year. For the full-year, we expect underlying revenue growth in the 3% to 5% range, margin expansion and strong adjusted EPS growth. With that, let me turn it over to Mark for a more detailed review of our results. Mark McGivney - Marsh & McLennan Cos., Inc.: Thank you, Dan, and good morning. In the third quarter, we delivered 5% underlying revenue growth highlighted by underlying growth of 5% in both RIS and consulting. Overall revenue was up 5% or 7% excluding the impact of the new revenue standard ASC 606. For the first nine months of the year, underlying revenue growth was a solid 4%. Operating income in the quarter was $541 million, while adjusted operating income decreased 5% to $535 million. Excluding the impact of the new revenue standard, adjusted operating income increased 3%. Overall, our adjusted operating margin declined by 30 basis points, excluding the impact of the new revenue standard. GAAP EPS declined to $0.54. Adjusted EPS declined 1% to $0.78. Excluding a $0.07 per share reduction from adopting the new revenue standard adjusted EPS grew 8%. For the first nine months of 2018, GAAP EPS increased 4%, while our adjusted EPS increased 14% to $3.26. Excluding a $0.10 per share benefit from adopting the new revenue standard, adjusted EPS was up 10%. In Risk & Insurance Services, third quarter revenue was $1.9 billion, an increase of 6% or 9% excluding the impact of the new revenue standard. Underlying revenue growth was 5%. Adjusted operating income for the quarter decreased 3% to $283 million. Excluding the impact of the new revenue standards, adjusted operating income grew 13% and adjusted margin rose 110 basis points. For the nine months, revenue was $6.3 billion, an increase of 11% or 9% excluding the impact of the new revenue standards. Underlying revenue growth was 4%. Adjusted operating income for the first nine months of the year was up 15%. Excluding the impact of the new revenue standards, adjusted operating income increased 10% and our adjusted operating margin increased 30 basis points to 23.9%. At March, revenue in the quarter was $1.6 billion with overall growth of 10% and underlying growth of 3%. The U.S. and Canada division continued its trend of strong growth, delivering 5% underlying revenue growth in the quarter. International was up 2%. For the first nine months, revenue at Marsh was $5.1 billion, up 8% or 3% on an underlying basis. Marsh incurred restructuring charges of $29 million in the quarter and $87 million through the first nine months of the year. We now expect ultimate charges to be towards the high end of our previous $80 million to $100 million range. Also, adjusted operating results exclude $46 million gain in the quarter on the sale of our risk management software and services business in Marsh. Guy Carpenter's revenue was $215 million in the quarter with underlying growth of 11%. This is the seventh quarter in a row of 4% or higher underlying revenue growth for Guy Carpenter, and the highest underlying growth since the second quarter of 2009. For the first nine months of the year, revenue was $1.2 billion with 7% underlying growth. Year-to-date, Guy Carpenter's performance is strong and they are on track to deliver a terrific year. We anticipate their results will temper in the fourth quarter, given the benefit from the significant reinstatement and back-up activity we saw in the fourth quarter of last year. In Consulting, third (00:14:11) quarter revenue was $1.7 billion, up 4% both including and excluding the impact of the new revenue standards. Underlying revenue growth was 5%. Adjusted operating income decreased 6% to $293 million. Excluding the impact of the new revenue standard, adjusted operating income declined 6%, and the adjusted margin declined by 210 basis points. This decline was expected due to a tough expense comparison, primarily driven by variable compensation adjustments at Mercer in the third quarter last year. Consulting's underlying revenue growth for the first nine months of 2018 was 4% with consolidated revenue of $5 billion. For the first nine months, adjusted operating income was down 2%. Excluding the impact of the new revenue standard, adjusted operating income decreased 1%. Mercer's revenue was $1.2 billion in the quarter with underlying growth of 3%. Wealth grew 2% on an underlying basis with Investment Management & Related Services up 9%, and Defined Benefit Consulting & Administration down 3%. Our delegated asset management business continues to show strong growth with assets under delegated management of $248 billion at quarter end. Health increased 4% on an underlying basis in the quarter and Career grew 5%. For the first nine months of the year, revenue at Mercer was $3.5 billion with 3% underlying growth. Oliver Wyman's revenue was $481 million in the quarter with underlying increase of 11%. This result was solid and reflects strength in most practices offsetting continued softness in bank regulatory work. For the first nine months of the year, revenue was $1.5 billion with 5% underlying growth. Given the performance of Oliver Wyman in the third quarter, our outlook for revenue growth has improved a bit. We now expect modest growth in Oliver Wyman for the second half of 2018 as opposed to our previous guidance of flat. This would imply a decline in fourth quarter revenue in Oliver Wyman on an underlying basis. As Dan mentioned, we have begun integration planning for JLT and are progressing with the regulatory and shareholder approval process. On balance, the key elements of guidance we provided on our investor call on September 18 have not changed. And I want to reiterate some of the highlights. We expect the deal would be accretive to adjusted EPS in year one, excluding intangible amortization, and will produce a double-digit IRR. Transaction is expected to be modestly dilutive to adjusted GAAP EPS in year one, neutral in year two, and accretive in year three. This is an all-cash transaction that will be funded primarily with debt. The amount of incremental debt will be based on the equity purchase price of $5.6 billion, the amount of JLT debt outstanding and fees and other costs associated with the transaction. We continue to estimate annual after tax intangible amortization of $180 million or $240 million on a pre-tax basis. And from a capital management perspective, we have carefully planned the financing in order to maintain our longstanding capital return commitments and maintain a strong ratings profile. The third quarter also included a couple of noteworthy items related to the JLT acquisition. In order to protect us from exchange rate volatility between announcement and closing, we entered into a Deal Contingent Foreign Exchange hedging contract. As a result of entering into this contract, we recorded a noncash charge of $100 million reflecting the change in the fair value of the hedge instrument at the end of the quarter. The amount of this item will change as we progress to closing as well as due to exchange rate volatility. Despite the volatility we will see from fair value accounting under GAAP, the full cost of this hedge was contemplated in our estimate of overall transaction cost. We also incurred $3 million of expense from the amortization of fees related to our bridge facilities. This $3 million is included in interest expense in our GAAP income statement. Lastly, we are pleased that subsequent to our announcement both Moody's and S&P affirmed our current ratings albeit with a change in outlook that was expected. Turning to investment income, on an adjusted basis, we had $4 million in the quarter and we continue to expect the contribution from investment income in the fourth quarter will be immaterial. On a GAAP basis, investment income was a loss of $52 million in the quarter and included an $81 million write-down of the value of our investment in Alexander Forbes in order to bring our carrying value in line with the current trading value of their share. This adjustment was partially offset by mark-to-market gains on other equity investments as required by recent accounting changes. It's important to note that the adjustment to our carrying value of Alexander Forbes was noncash and purely due to their stock's trading value. Because we do not view the volatility caused by these adjustments as reflective of our underlying performance, we've excluded them from our adjusted results and shown them as noteworthy items. Foreign exchange in the quarter was a slight drag in both revenue and overall NOI. Assuming exchange rates remain at current level, we expect FX to be a slight headwind to revenue and NOI for the fourth quarter. Our effective adjusted tax rate in the third quarter was 25.3%, compared with 26.6% in the third quarter of last year. Our adjusted tax rate included a net benefit of $4 million from discrete items. Excluding discrete items, our effective adjusted tax rate was approximately 26%. Through the first nine months of the year, our adjusted tax rate was 24.5%, compared with 26.1% last year. For the remainder of the year, we expect our effective tax rate excluding discrete items will be approximately 26%, consistent with the underlying rate we have seen through the first nine months of the year. Total debt at the end of the third quarter was $6.2 billion, compared with $5.5 billion at the end of 2017. During the quarter, we amended and extended our committed credit facility for a new five-year period. As part of the renewal, the facility was increased by $300 million to a total of $1.8 billion. Subsequent to the end of the quarter, we also repaid $250 million of senior notes that were due in October. Our next scheduled debt maturity is $300 million of senior notes due in September 2019. In the third quarter, we repurchased 2.1 million shares of stock for $175 million. Through nine months, we have repurchased 8.2 million shares for $675 million. As part of our capital planning related to the JLT acquisition, it is unlikely we will repurchase any stock for the remainder of 2018 and into the early part of 2019. In 2019, however, we do anticipate repurchasing enough stock to meet our commitment to reduce our share count each year. Our cash position at the end of the third quarter was $1 billion. Uses of cash in the third quarter totaled $820 million and included $175 million for share repurchases, $211 million for dividend, and $434 million for acquisition. For the first nine months, uses of cash totaled $2 billion and included $675 million for share repurchases, $594 million for dividend, and $691 million for acquisitions. As you heard in Dan's remarks, 2018 has been another active year for acquisitions. As a result, we expect to deploy $2.6 billion of capital in 2018 across dividends, acquisitions and share repurchases. And with that, I'm happy to turn it back to Dan. Daniel S. Glaser - Marsh & McLennan Cos., Inc.: Thanks Mark. Operator, we're ready to begin the Q&A.