EX-99 2 ex99schs2q-08.htm 2ND QTR EARNINGS

 

 

Exhibit 99.1

 

News Release

 

 

MMC REPORTS SECOND QUARTER 2008 RESULTS

Strong Performance Led by Marsh

 

NEW YORK, August 6, 2008 — Marsh & McLennan Companies, Inc. (MMC) today reported financial results for the second quarter ended June 30, 2008.

 

In the quarter, consolidated revenue was $3 billion, up 9 percent from the second quarter of 2007. Revenue growth was 4 percent on an underlying basis, which measures the change in revenue before the impact of acquisitions and dispositions, using consistent currency exchange rates. For the six months ended June 30, consolidated revenue was $6.1 billion, an increase of 10 percent, or 4 percent on an underlying basis, from the comparable period in 2007.

 

In connection with the second step of the goodwill impairment assessment for the Risk Consulting and Technology segment, MMC recorded a non-cash charge of $115 million, or $.22 per share, in the second quarter of 2008. The total impairment charge reflected in the first six months of 2008 aggregates $540 million, or $1.04 per share. There is no tax benefit related to the impairment charge, nor any impact on MMC’s cash flows, tangible equity, or debt covenants.

 

In the second quarter of 2008, income from continuing operations, net of tax, was $55 million, or $.11 per share, compared with $140 million, or $.25 per share, last year. Income from discontinued operations was $10 million, or $.02 per share, compared with $37 million, or $.06 per share, last year. Net income was $65 million, or $.13 per share,

 

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compared with $177 million, or $.31 per share, last year. Earnings per share on a non-GAAP basis, as presented in the attached supplemental schedules, increased 17 percent to $.41, compared with $.35 in the second quarter of last year.

 

For the six months ended June 30, 2008, MMC’s net loss was $145 million, or $.28 per share, reflecting the goodwill impairment charge of $540 million, compared with net income of $445 million, or $.79 per share, last year.

 

Brian Duperreault, president and chief executive officer of MMC, said: “MMC’s second quarter results were driven by marked improvement in Marsh’s operating performance and strong revenue growth at Mercer and Kroll. The ongoing recovery at Marsh is reflected in its revenue growth, expense reduction, and significant increase in profitability. Guy Carpenter’s previously announced restructuring program is aligning expenses with revenue levels. Mercer’s continued strong revenue growth was evident across all of its businesses, while Oliver Wyman’s growth slowed due to economic business conditions. Kroll reported impressive revenue growth in the quarter, led by litigation support and data recovery. Overall, I am pleased with our solid performance in the first half of the year and believe that MMC’s performance will continue to improve as additional organizational and business improvements are implemented.”

 

Commencing in the second quarter of 2008, investment gains and losses derived from investments strategically linked to MMC’s operating companies, predominantly related to Risk Capital Holdings, are no longer included in operating revenue. These amounts are now reflected as “Investment income (loss)” in MMC’s consolidated statements of income. The impact of this change is shown in the attached supplemental schedules.

 

Risk and Insurance Services

MMC’s Risk and Insurance Services segment revenue in the second quarter of 2008 was $1.4 billion, an increase of 5 percent from the second quarter of 2007, or 1 percent on an underlying basis. Operating income increased to $150 million from $93 million in the second quarter of 2007. For the first six months of 2008, segment revenue was $2.9 billion, an increase of 5 percent from the prior year period, or flat on an underlying basis.

 

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In the second quarter, Marsh’s revenue was $1.2 billion, an increase of 8 percent from last year. Underlying revenue grew 3 percent, with the strongest results in international operations, including 5 percent growth in EMEA and 8 percent growth in Asia Pacific. Marsh’s client revenue retention improved, and new business increased for the ninth consecutive quarter. These results were achieved in an environment of continued price competition in the global commercial property and casualty insurance marketplace.

 

Reinsurance premium rates continued to decline across most coverages globally, with clients’ risk retention levels remaining high. Guy Carpenter’s second quarter revenue was $204 million, a decline of 6 percent from the prior year’s quarter, or 9 percent on an underlying basis.

 

Consulting

MMC’s Consulting segment revenue grew 13 percent to $1.4 billion in the second quarter, or 7 percent on an underlying basis. Operating income was $165 million, an increase of 4 percent from $159 million in the second quarter of 2007. For the first six months of 2008, segment revenue grew 14 percent to $2.7 billion, or 7 percent on an underlying basis.

 

Mercer increased revenue 14 percent to $959 million in the second quarter, with strong revenue growth achieved throughout its operations. On an underlying basis, Mercer’s revenue increased 9 percent in the quarter. Mercer’s consulting operations, with revenue of $692 million, increased 8 percent; outsourcing, with revenue of $182 million, grew 6 percent; and investment consulting and management, with revenue of $85 million, increased 22 percent.

 

Oliver Wyman’s revenue increased 10 percent to $415 million in the second quarter, or 2 percent on an underlying basis.

 

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Risk Consulting and Technology

MMC’s Risk Consulting and Technology segment revenue grew 13 percent to $281 million in the second quarter, or 6 percent on an underlying basis. The segment had a $86 million operating loss, which included the $115 million goodwill impairment charge. For the first six months of 2008, segment revenue grew 12 percent to $538 million, or 5 percent on an underlying basis.

 

Kroll’s revenue was $240 million in the second quarter, an increase of 20 percent from the year-ago quarter, or 11 percent on an underlying basis. This growth was driven by a 21 percent increase in litigation support and data recovery and a 20 percent increase in risk mitigation and response.

 

Revenue for MMC’s corporate advisory and restructuring business was $41 million in the second quarter, a decline of 13 percent from the prior year.

 

Other Items

Investment losses in the second quarter of 2008 were $16 million, due to mark-to-market declines on Risk Capital Holdings’ private equity investments, compared with investment gains of $34 million last year. The $50 million differential from last year’s second quarter negatively impacted earnings per share by $.06.

 

MMC’s tax rate on ongoing operations, excluding noteworthy items and minority interest, was 30.5 percent for the first six months of 2008.

 

MMC’s net debt, which is total debt less cash and cash equivalents, was $2.4 billion at the end of the second quarter of 2008, compared with $3.8 billion at the end of the year-ago quarter.

 

Conference Call

A conference call to discuss second quarter 2008 results will be held today at 8:30 a.m. Eastern Time. To participate in the teleconference, please dial 877 852 6583. Callers from outside the United States should dial 719 325 4824. The access code for both numbers is 4956552. The live audio webcast may be accessed at www.mmc.com. A

 

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replay of the webcast will be available approximately two hours after the event at the same web address.

 

MMC is a global professional services firm providing advice and solutions in the areas of risk, strategy and human capital. It is the parent company of a number of the world’s leading risk experts and specialty consultants, including Marsh, the insurance broker and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and related financial advice and services; Oliver Wyman, the management consultancy; and Kroll, the risk consulting firm. With more than 55,000 employees worldwide and annual revenue exceeding $11 billion, MMC provides analysis, advice and transactional capabilities to clients in more than 100 countries. Its stock (ticker symbol: MMC) is listed on the New York, Chicago and London stock exchanges. MMC’s website address is www.mmc.com.

 

This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “intend,” “plan,” “project” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, we may use forward-looking statements when addressing topics such as: changes in our business strategies and methods of generating revenue; the development and performance of our services and products; market and industry conditions, including competitive and pricing trends; changes in the composition or level of MMC’s revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; dividend policy and share repurchase programs; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; future actions by regulators; the outcome of contingencies; the impact of changes in accounting rules; and changes in senior management.

 

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include:

 

 

the challenges we face in achieving profitable revenue growth and improving operating margins at Marsh;

 

the extent to which we retain existing clients and attract new business, and our ability to incentivize and retain key employees;

 

the impact on risk and insurance services commission revenues of changes in the availability of, and the premiums insurance carriers charge for, insurance and reinsurance products, including the impact on premium rates and market capacity attributable to catastrophic events like hurricanes;

 

the impact on renewals in our risk and insurance services segment of pricing trends in particular insurance markets, fluctuations in the general level of economic activity and decisions by insureds with respect to the level of risk they will self-insure;

 

revenue fluctuations in risk and insurance services relating to the effect of new and lost business production and the timing of policy inception dates;

 

the impact on our consulting segment of pricing trends, utilization rates, the general economic environment and legislative changes affecting client demand;

 

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the impact of competition, including with respect to pricing, the emergence of new competitors, and the fact that many of Marsh’s competitors are not constrained in their ability to receive “market service” compensation;

 

the ultimate economic impact on MMC of contingencies described in the notes to our financial statements, including the risk of a significant adverse outcome in the shareholder lawsuit against MMC concerning the late 2004 decline in MMC’s share price;

 

our exposure to potential liabilities arising from errors and omissions claims against us, including claims of professional negligence in providing actuarial services, such as those alleged by the Alaska Retirement Management Board against Mercer;

 

our ability to meet our financing needs by generating cash from operations and accessing external financing sources, including the potential impact of rating agency actions on our cost of financing or ability to borrow;

 

our ability to make strategic acquisitions and dispositions and to integrate, and realize expected synergies, savings or strategic benefits from, the businesses we acquire;

 

the impact on net income of foreign exchange and/or interest rate fluctuations;

 

changes in applicable tax or accounting requirements;

 

potential income statement effects from the application of FIN 48 (“Accounting for Uncertainty in Income Taxes”) and SFAS 142 (“Goodwill and Other Intangible Assets”), including the effect of any subsequent adjustments to the estimates MMC uses in applying these accounting standards; and

 

the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our businesses and the possibility of conflicting regulatory requirements across the jurisdictions in which we do business.

 

The factors identified above are not exhaustive. MMC and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, MMC cautions readers not to place undue reliance on its forward-looking statements, which speak only as of the dates on which they are made. MMC undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made. Further information concerning MMC and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in MMC’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of MMC’s most recently filed Annual Report on Form 10-K.

 

 

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Marsh & McLennan Companies, Inc.

Consolidated Statements of Income

(In millions, except per share figures)

(Unaudited)

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

Revenue

$3,048

 

$2,785

 

$6,087

 

$5,546

 

 

 

 

 

 

 

 

Expense:

 

 

 

 

 

 

 

Compensation and Benefits

1,885

 

1,679

 

3,713

 

3,331

Other Operating Expenses

866

 

867

 

1,740

 

1,640

Goodwill Impairment Charge

115

 

-

 

540

 

-

Total Expense

2,866

 

2,546

 

5,993

 

4,971

 

 

 

 

 

 

 

 

Operating Income

182

 

239

 

94

 

575

 

 

 

 

 

 

 

 

Interest Income

12

 

15

 

30

 

34

 

 

 

 

 

 

 

 

Interest Expense

(55)

 

(75)

 

(111)

 

(146)

 

 

 

 

 

 

 

 

Investment Income (Loss)

(16)

 

34

 

(8)

 

85

 

 

 

 

 

 

 

 

Income Before Income Taxes and Minority Interest Expense

123

 

213

 

5

 

548

 

 

 

 

 

 

 

 

Income Taxes

66

 

70

 

160

 

176

 

 

 

 

 

 

 

 

Minority Interest Expense, Net of Tax

2

 

3

 

5

 

4

 

 

 

 

 

 

 

 

Income (Loss) from Continuing Operations

55

 

140

 

(160)

 

368

 

 

 

 

 

 

 

 

Discontinued Operations, Net of Tax

10

 

37

 

15

 

77

 

 

 

 

 

 

 

 

Net Income (Loss)

$ 65

 

$ 177

 

$ (145)

 

$ 445

 

 

 

 

 

 

 

 

Basic Net Income (Loss) Per Share

– Continuing Operations

 

$0.11

 

$ 0.26

 

$(0.31)

 

$ 0.67

– Net Income (Loss)

$0.13

 

$ 0.32

 

$(0.28)

 

$ 0.81

 

 

 

 

 

 

 

 

Diluted Net Income (Loss) Per Share

– Continuing Operations

$0.11

 

$ 0.25

 

$(0.31)

 

$ 0.66

– Net Income (Loss)

$0.13

 

$ 0.31

 

$(0.28)

 

$ 0.79

 

 

 

 

 

 

 

 

Average Number of Shares Outstanding – Basic

512

 

548

 

515

 

551

– Diluted

518

 

558

 

515

 

560

Shares Outstanding at 6/30

512

 

542

 

512

 

542

 

 

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Marsh & McLennan Companies, Inc.

Supplemental Information – Revenue Analysis

Three Months Ended

(Millions) (Unaudited)

 

 

 

Three Months Ended

 

Components of Revenue Change

 

% Change

 

Acquisitions/

 

 

 

June 30,

GAAP

Currency

Dispositions

Underlying

 

2008

 

2007

 

Revenue

 

Impact

Impact

Revenue

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

Marsh

$1,211

 

$1,124

 

8%

 

5%

-

3%

Guy Carpenter

204

 

217

 

(6)%

 

3%

-

(9)%

Total Risk and Insurance Services

1,415

 

1,341

 

5%

 

4%

-

1%

 

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

 

Mercer

959

 

842

 

14%

 

4%

1%

9%

Oliver Wyman Group

415

 

376

 

10%

 

5%

3%

2%

Total Consulting

1,374

 

1,218

 

13%

 

4%

2%

7%

 

 

 

 

 

 

 

 

 

 

Risk Consulting & Technology

 

 

 

 

 

 

 

 

 

Kroll

240

 

201

 

20%

 

2%

7%

11%

Corporate Advisory and Restructuring

41

 

48

 

(13)%

 

-

-

(13)%

Total Risk Consulting & Technology

281

 

249

 

13%

 

1%

6%

6%

 

 

 

 

 

 

 

 

 

 

Total Operating Segments

3,070

 

2,808

 

9%

 

4%

1%

4%

 

 

 

 

 

 

 

 

 

 

Corporate Eliminations

(22)

 

(23)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

$3,048

 

$2,785

 

9%

 

4%

1%

4%

 

Revenue Details

The following table provides more detailed revenue information for certain of the components presented above:

 

 

 

Three Months Ended

 

Components of Revenue Change

 

% Change

 

Acquisitions/

 

 

 

June 30,

GAAP

Currency

Dispositions

Underlying

 

2008

 

2007

 

Revenue

 

Impact

Impact

Revenue

Marsh:

 

 

 

 

 

 

 

 

 

EMEA

$  444

 

$  392

 

13%

 

8%

-

5%

Asia Pacific

124

 

105

 

18%

 

10%

-

8%

Latin America

59

 

54

 

10%

 

13%

(4)%

1%

Total International

627

 

551

 

14%

 

9%

-

5%

U.S. and Canada

584

 

573

 

2%

 

1%

-

1%

Total Marsh

$1,211

 

$1,124

 

8%

 

5%

-

3%

 

 

 

 

 

 

 

 

 

 

Mercer:

 

 

 

 

 

 

 

 

 

Retirement

$   310

 

$  269

 

15%

 

5%

3%

7%

Health and Benefits

242

 

216

 

12%

 

3%

-

9%

Other Consulting Lines

140

 

125

 

13%

 

5%

-

8%

Total Mercer Consulting

692

 

610

 

14%

 

5%

1%

8%

Outsourcing

182

 

167

 

10%

 

4%

-

6%

Investment Consulting & Management

85

 

65

 

29%

 

6%

1%

22%

Total Mercer

$   959

 

$   842

 

14%

 

4%

1%

9%

 

 

 

 

 

 

 

 

 

 

Kroll:

 

 

 

 

 

 

 

 

 

Litigation Support and Data Recovery

$     96

 

$     67

 

44%

 

2%

21%

21%

Background Screening

70

 

74

 

(5)%

 

-

-

(5)%

Risk Mitigation and Response

74

 

60

 

23%

 

3%

-

20%

Total Kroll

$   240

 

$   201

 

20%

 

2%

7%

11%

 

Notes

Underlying revenue measures the change in revenue, before the impact of acquisitions and dispositions, using consistent currency exchange rates.

 

Interest income on fiduciary funds included in revenue amounted to $39 million and $49 million for the three months ended June 30, 2008 and 2007, respectively.

 

As described on page 13, certain changes in presentation have been made to segment revenue for the prior year and for the first quarter of 2008.

 

 

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Marsh & McLennan Companies, Inc.

Supplemental Information – Revenue Analysis

Six Months Ended

(Millions) (Unaudited)

 

 

 

Six Months Ended

 

Components of Revenue Change

 

% Change

 

Acquisitions/

 

 

 

June 30,

GAAP

Currency

Dispositions

Underlying

 

2008

 

2007

 

Revenue

 

Impact

Impact

Revenue

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

Marsh

$2,438

 

$2,266

 

8%

 

6%

-

2%

Guy Carpenter

477

 

509

 

(6)%

 

3%

-

(9)%

Total Risk and Insurance Services

2,915

 

2,775

 

5%

 

5%

-

-

 

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

 

Mercer

1,884

 

1,642

 

15%

 

5%

1%

9%

Oliver Wyman Group

785

 

705

 

11%

 

5%

2%

4%

Total Consulting

2,669

 

2,347

 

14%

 

5%

2%

7%

 

 

 

 

 

 

 

 

 

 

Risk Consulting & Technology

 

 

 

 

 

 

 

 

 

Kroll

460

 

394

 

17%

 

2%

7%

8%

Corporate Advisory and Restructuring

78

 

88

 

(11)%

 

1%

-

(12)%

Total Risk Consulting & Technology

538

 

482

 

12%

 

1%

6%

5%

 

 

 

 

 

 

 

 

 

 

Total Operating Segments

6,122

 

5,604

 

9%

 

5%

1%

3%

 

 

 

 

 

 

 

 

 

 

Corporate Eliminations

(35)

 

(58)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

$6,087

 

$5,546

 

10%

 

5%

1%

4%

 

Revenue Details

The following table provides more detailed revenue information for certain of the components presented above:

 

 

 

Six Months Ended

 

Components of Revenue Change

 

% Change

 

Acquisitions/

 

 

 

June 30,

GAAP

Currency

Dispositions

Underlying

 

2008

 

2007

 

Revenue

 

Impact

Impact

Revenue

Marsh:

 

 

 

 

 

 

 

 

 

EMEA

$1,032

 

$   916

 

13%

 

9%

-

4%

Asia Pacific

218

 

183

 

19%

 

11%

-

8%

Latin America

108

 

98

 

11%

 

14%

(5)%

2%

Total International

1,358

 

1,197

 

13%

 

9%

-

4%

U.S. and Canada

1,080

 

1,069

 

1%

 

1%

-

-

Total Marsh

$2,438

 

$2,266

 

8%

 

6%

-

2%

 

 

 

 

 

 

 

 

 

 

Mercer:

 

 

 

 

 

 

 

 

 

Retirement

$   623

 

$   545

 

14%

 

6%

3%

5%

Health and Benefits

462

 

413

 

12%

 

4%

-

8%

Other Consulting Lines

266

 

231

 

15%

 

5%

-

10%

Total Mercer Consulting

1,351

 

1,189

 

14%

 

5%

2%

7%

Outsourcing

370

 

328

 

13%

 

4%

-

9%

Investment Consulting & Management

163

 

125

 

30%

 

7%

-

23%

Total Mercer

$1,884

 

$1,642

 

15%

 

5%

1%

9%

 

 

 

 

 

 

 

 

 

 

Kroll:

 

 

 

 

 

 

 

 

 

Litigation Support and Data Recovery

$   175

 

$   127

 

38%

 

2%

22%

14%

Background Screening

141

 

146

 

(4)%

 

-

-

(4)%

Risk Mitigation and Response

144

 

121

 

18%

 

3%

-

15%

Total Kroll

$   460

 

$   394

 

17%

 

2%

7%

8%

 

Notes

Underlying revenue measures the change in revenue, before the impact of acquisitions and dispositions, using consistent currency exchange rates.

 

Interest income on fiduciary funds included in revenue amounted to $83 million and $96 million for the six months ended June 30, 2008 and 2007, respectively.

 

As described on page 13, certain changes presentation have been made to segment revenue for the prior year and for the first quarter of 2008.

 

 

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Marsh & McLennan Companies, Inc.

Non-GAAP Measures

Three Months Ended June 30

(Millions) (Unaudited)

 

MMC presents below certain additional financial measures that are “non-GAAP measures,” within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted operating income; adjusted operating margin; adjusted income, net of tax; and net income, excluding goodwill impairment charge.

 

MMC presents these non-GAAP measures to provide investors with additional information to analyze the company’s performance from period to period. Management also uses these measures to assess performance for incentive compensation purposes and to allocate resources in managing MMC’s businesses. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that MMC reports in accordance with GAAP. MMC’s non-GAAP measures reflect subjective determinations by management, and may differ from similarly titled non-GAAP measures presented by other companies.

 

As described on page 13, certain changes in presentation have been made to segment revenue and segment operating income for the prior year and for the first quarter of 2008.

 

Adjusted Operating Income and Adjusted Operating Margin

Adjusted operating income is calculated by excluding the impact of certain noteworthy items from MMC’s GAAP operating income. The following table identifies these noteworthy items and reconciles adjusted operating income to GAAP operating income, on a consolidated and segment basis, for the three months ended June 30, 2008 and 2007. The following tables also present adjusted operating margin, which is calculated by dividing adjusted operating income by consolidated or segment GAAP revenue.

 

 

Risk & Insurance Services

 

Consulting

 

Risk

Consulting &

Technology

 

Corporate

 

Total

Three Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Operating income

$150

 

$165

 

$ (86)

 

$(47)

 

$182

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

 

Restructuring Charges (a)

47

 

-

 

4

 

2

 

53

Settlement, Legal and Regulatory (b)

10

 

-

 

-

 

-

 

10

Goodwill Impairment Charge

-

-

 

115

 

-

 

115

Operating income adjustments

57

-

 

119

 

2

 

178

 

 

 

 

 

 

 

 

 

 

Adjusted operating income

$207

 

$165

 

$ 33

 

$(45)

 

$360

 

 

 

 

 

 

 

 

 

 

Operating margin

10.6%

12.0%

 

N/A

 

N/A

 

6.0%

Adjusted operating margin

14.6%

 

12.0%

 

11.7%

 

N/A

 

11.8%

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2007

 

 

 

 

 

 

 

 

 

Operating income

$93

 

$159

 

$30

 

$(43)

 

$239

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

 

Restructuring Charges (a)

4

 

1

 

-

 

5

 

10

Settlement, Legal and Regulatory (b)

15

 

-

 

-

 

-

 

15

Accelerated Amortization

3

 

2

 

-

-

 

5

Operating income adjustments

22

 

3

 

-

 

5

 

30

 

 

 

 

 

 

 

 

 

 

Adjusted operating income

$115

 

$162

 

$30

 

$(38)

 

$269

 

 

 

 

 

 

 

 

 

 

Operating margin

6.9%

 

13.1%

 

12.0%

 

N/A

 

8.6%

Adjusted operating margin

8.6%

 

13.3%

 

12.0%

 

N/A

 

9.7%

 

 

(a) Primarily includes severance from restructuring activities and related charges, costs for future rent and other real estate costs, and fees related to cost reduction initiatives.

 

(b) Reflects legal fees arising out of the civil complaint relating to market service agreements and other issues filed against MMC and Marsh by the New York State Attorney General in October 2004 and settled in January 2005, and indemnification of former employees for legal fees incurred in connection with the events of October 2004.

 

10

 

Marsh & McLennan Companies, Inc.

Non-GAAP Measures

Six Months Ended June 30

(Millions) (Unaudited)

 

 

MMC presents below certain additional financial measures that are “non-GAAP measures,” within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted operating income; adjusted operating margin; adjusted income, net of tax; and net income, excluding goodwill impairment charge.

 

MMC presents these non-GAAP measures to provide investors with additional information to analyze the company’s performance from period to period. Management also uses these measures to assess performance for incentive compensation purposes and to allocate resources in managing MMC’s businesses. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that MMC reports in accordance with GAAP. MMC’s non-GAAP measures reflect subjective determinations by management, and may differ from similarly titled non-GAAP measures presented by other companies.

 

As described on page 13, certain changes in presentation have been made to segment revenue and segment operating income for the prior year and for the first quarter of 2008.

 

Adjusted Operating Income and Adjusted Operating Margin

Adjusted operating income is calculated by excluding the impact of certain noteworthy items from MMC’s GAAP operating income. The following table identifies these noteworthy items and reconciles adjusted operating income to GAAP operating income, on a consolidated and segment basis, for the six months ended June 30, 2008 and 2007. The following tables also present adjusted operating margin, which is calculated by dividing adjusted operating income by consolidated or segment GAAP revenue.

 

 

Risk & Insurance Services

 

Consulting

 

Risk

Consulting &

Technology

 

Corporate

 

Total

Six Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Operating income

$384

 

$316

 

$(498)

 

$(108)

 

$ 94

Add impact of noteworthy items:

 

 

 

 

 

 

 

 

 

Restructuring Charges (a)

61

 

-

 

7

 

18

 

86

Settlement, Legal and Regulatory (b)

23

 

-

 

-

-

 

23

Goodwill Impairment Charge

-

 

-

 

540

 

-

 

540

Other

3

 

-

 

-

 

-

 

3

Operating income adjustments

87

 

-

 

547

 

18

 

652

 

 

 

 

 

 

 

 

 

 

Adjusted operating income

$471

 

$316

 

$ 49

 

$(90)

 

$746

 

 

 

 

 

 

 

 

 

 

Operating margin

13.2%

 

11.8%

 

N/A

 

N/A

 

1.5%

Adjusted operating margin

16.2%

 

11.8%

 

9.1%

 

N/A

 

12.3%

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2007

 

 

 

 

 

 

 

 

 

Operating income

$303

 

$297

 

$54

 

$(79)

 

$575

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

 

Restructuring Charges (a)

28

 

1

 

-

 

11

 

40

Settlement, Legal and Regulatory (b)

26

 

-

 

-

 

-

 

26

Accelerated Amortization

8

 

5

 

-

3

 

16

Other (c)

-

 

-

 

-

 

(14)

 

(14)

Operating income adjustments

62

 

6

 

-

 

-

 

68

 

 

 

 

 

 

 

 

 

 

Adjusted operating income

$365

 

$303

 

$54

 

$(79)

 

$643

 

 

 

 

 

 

 

 

 

 

Operating margin

10.9%

 

12.7%

 

11.2%

 

N/A

 

10.4%

Adjusted operating margin

13.2%

 

12.9%

 

11.2%

 

N/A

 

11.6%

 

(a) Primarily includes severance from restructuring activities and related charges, costs for future rent and other real estate costs, and fees related to cost reduction initiatives.

 

(b) Reflects legal fees arising out of the civil complaint relating to market service agreements and other issues filed against MMC and Marsh by the New York State Attorney General in October 2004 and settled in January 2005, and indemnification of former employees for legal fees incurred in connection with the events of October 2004.

 

(c) Represents an accrual adjustment related to the separation of former MMC senior executives.

 

 

11

 

Marsh & McLennan Companies, Inc.

Non-GAAP Measures

Three and Six Months Ended June 30

(Millions) (Unaudited)

 

 

Adjusted Income, net of tax

Adjusted income, net of tax is calculated as: (i) MMC’s GAAP income (loss) from continuing operations, adjusted (a) to reflect the after-tax impact of the operating income adjustments set forth in the preceding table and (b) to include the operating income, net of tax, of MMC’s former subsidiary, Putnam (included in discontinued operations through August 2, 2007); divided by (ii) MMC’s average number of shares outstanding—diluted for the period.

 

Adjusted income, net of tax does not include gains or losses from the sales of operations included in discontinued operations, but, as noted above, does include the operating income of Putnam in 2007.

 

 

 

Reconciliation of the Impact of Non-GAAP Measures on Diluted Earnings Per Share – Three Months Ended

 

 

Three Months

Ended 2008

 

Diluted

EPS

 

Three Months Ended 2007

 

Diluted

EPS

 

Income from continuing operations

 

$55

 

$0.11

 

 

$140

 

$0.25

 

Add impact of operating income adjustments

$178

 

 

 

 

$30

 

 

 

 

Deduct impact of income tax expense

(22)

 

 

 

 

(9)

 

 

 

 

 

 

156

 

0.30

 

 

21

 

0.04

 

Income from continuing operations, as adjusted

 

211

 

0.41

 

 

161

 

0.29

 

Add Putnam operating income, net of tax

 

-

 

-

 

 

37

 

0.06

 

Adjusted income, net of tax

 

$211

 

$0.41

 

 

$198

 

$0.35

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Excluding Goodwill Impairment Charge

 

 

Three Months Ended 2008

 

Diluted

EPS

 

Three Months Ended 2007

 

Diluted

EPS

 

Net income

 

$ 65

 

$0.13

 

 

$177

 

$0.31

 

Add impact of goodwill impairment charge

 

115

 

0.22

 

 

-

 

-

 

Net income, excluding goodwill impairment charge

 

$180

 

$0.35

 

 

$177

 

$0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of the Impact of Non-GAAP Measures on Diluted Earnings Per Share – Six Months Ended

 

 

Six Months

Ended 2008

 

Diluted

EPS

 

Six Months Ended 2007

 

Diluted

EPS

 

(Loss) income from continuing operations

 

$ (160)

 

$(0.31)

 

 

$368

 

$0.66

 

Add impact of operating income adjustments

$652

 

 

 

 

$68

 

 

 

 

Deduct impact of income tax expense

(40)

 

 

 

 

(22)

 

 

 

 

 

 

612

 

1.18

 

 

46

 

0.08

 

Income from continuing operations, as adjusted

 

452

 

0.87

 

 

414

 

0.74

 

Add Putnam operating income, net of tax

 

-

 

-

 

 

77

 

0.14

 

Adjusted income, net of tax

 

$452

 

$ 0.87

 

 

$491

 

$0.88

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Excluding Goodwill Impairment Charge

 

 

Six Months

Ended 2008

 

Diluted

EPS

 

Six Months Ended 2007

 

Diluted

EPS

 

Net (loss) income

 

$ (145)

 

$(0.28)

 

 

$445

 

$0.79

 

Add impact of goodwill impairment charge

 

540

 

1.04

 

 

-

 

-

 

Net income, excluding goodwill impairment charge

 

$395

 

$0.76

 

 

$445

 

$0.79

 

 

 

 

 

 

 

 

 

 

 

 

 

12

Marsh & McLennan Companies, Inc.

Supplemental Information – Quarterly Revenue and Operating Income Analysis

(Millions) (Unaudited)

 

Consolidated Statements of Income- Change in Presentation

In the second quarter of 2008, performance measurements for segment revenue and segment operating income, used by MMC’s chief operating decision maker to evaluate performance and for the allocation of resources, were changed so that investment gains and losses derived from investments strategically linked to MMC’s operating companies are no longer included. The presentation of segment revenue and operating income was conformed accordingly.

 

The following tables reflect the results for segment revenue and operating income after the change in presentation of investment income (loss):

 

 

 

First

Quarter

2007

 

Second

Quarter

2007

 

Third

Quarter

2007

 

Fourth Quarter

2007

 

Full

Year

2007

 

First Quarter

2008

 

Second

Quarter

2008

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Marsh

$1,142

 

$1,124

 

$1,037

 

$1,195

 

$4,498

 

$1,227

 

$1,211

Guy Carpenter

292

 

217

 

226

 

167

 

902

 

273

 

204

Total Risk and Insurance Services

1,434

 

1,341

 

1,263

 

1,362

 

5,400

1,500

 

1,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

 

Mercer

800

 

842

 

844

 

882

 

3,368

 

925

959

Oliver Wyman Group

329

 

376

 

374

 

437

 

1,516

 

370

 

415

Total Consulting

1,129

 

1,218

 

1,218

 

1,319

 

4,884

 

1,295

1,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Consulting & Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

Kroll

193

 

201

 

210

 

211

815

220

240

Corporate Advisory and Restructuring

40

 

48

 

48

 

36

 

172

37

 

41

Total Risk Consulting & Technology

233

 

249

 

258

 

247

 

987

 

257

 

281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Segments

2,796

 

2,808

 

2,739

 

2,928

 

11,271

 

3,052

 

3,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Eliminations

(35)

 

(23)

 

(23)

 

(13)

 

(94)

 

(13)

(22)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

$2,761

 

$2,785

 

$2,716

 

$2,915

 

$11,177

 

$3,039

 

$3,048

 

 

 

 

First

Quarter

2007

 

Second Quarter

2007

 

Third

Quarter

2007

 

Fourth

Quarter

2007

 

Full

Year

2007

 

First

Quarter

2008

 

Second

Quarter

2008

Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Services

$210

 

$ 93

 

$(11)

 

$ 50

 

$342

 

$234

 

$150

Consulting

138

 

159

 

148

 

161

 

606

 

151

 

165

Risk Consulting & Technology

24

 

30

 

29

 

15

 

98

 

(412)

 

(86)

Corporate

(36)

 

(43)

 

(50)

 

(71)

 

(200)

 

(61)

 

(47)

Total Operating Income (Loss)

336

 

239

 

116

 

155

 

846

 

(88)

182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

19

 

15

 

30

 

31

 

95

 

18

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

(71)

 

(75)

 

(65)

 

(56)

 

(267)

 

(56)

 

(55)

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income (Loss)

51

 

34

 

78

 

10

 

173

 

8

 

(16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes and

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority Interest Expense

$335

 

$213

 

$159

 

$140

 

$847

 

$(118)

 

$123

 

 

Segment Operating Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Services

14.6%

 

6.9%

 

N/A

 

3.7%

 

6.3%

 

15.6%

 

10.6%

Consulting

12.2%

 

13.1%

 

12.2%

 

12.2%

 

12.4%

 

11.7%

 

12.0%

Risk Consulting & Technology

10.3%

 

12.0%

 

11.2%

 

6.1%

 

9.9%

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Operating Margin

12.2%

 

8.6%

 

4.3%

 

5.3%

 

7.6%

 

N/A

6.0%

 

13

 

Marsh & McLennan Companies, Inc.

Consolidated Balance Sheets

(Millions) (Unaudited)

 

 

 

June 30,

2008

 

December 31,

2007

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$ 1,165

 

$  2,133

Net receivables

3,143

 

2,874

Other current assets

453

 

447

 

 

 

 

Total current assets

4,761

 

5,454

 

 

 

 

Goodwill and intangible assets

7,376

 

7,759

Fixed assets, net

1,049

 

992

Pension related asset

1,579

 

1,411

Other assets

1,667

 

1,743

 

 

 

 

TOTAL ASSETS

$16,432

 

$17,359

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Short-term debt

$    408

 

$    260

Accounts payable and accrued liabilities

1,787

 

1,670

Regulatory settlements-current portion

-

 

177

Accrued compensation and employee benefits

930

 

1,290

Accrued income taxes

13

 

96

Dividends payable

103

 

-

 

 

 

 

Total current liabilities

3,241

 

3,493

 

 

 

 

Fiduciary liabilities

3,706

 

3,612

Less – cash and investments held in a fiduciary capacity

(3,706)

 

(3,612)

 

-

 

-

 

 

 

 

Long-term debt

3,199

 

3,604

Pension, postretirement and postemployment benefits

788

 

709

Liabilities for errors and omissions

562

 

596

Other liabilities

1,110

 

1,135

 

 

 

 

Total stockholders’ equity

7,532

 

7,822

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$16,432

 

$17,359

 

 

14