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Discontinued Operations
12 Months Ended
Dec. 31, 2011
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations

As part of the disposal transactions for Putnam and Kroll, the Company provided certain indemnities, primarily related to pre-transaction tax uncertainties and legal contingencies. In accordance with applicable accounting guidance, liabilities were established related to these indemnities at the time of the sales and reflected as a reduction of the gain on disposal. Discontinued operations includes charges or credits resulting from the settlement or resolution of the indemnified matters, as well as adjustments to the liabilities related to such matters. Discontinued operations in 2011 includes credits of $50 million from the resolution of certain legal matters and insurance recoveries, as well as the settlement of tax audits and the expiration of the statutes of limitations related to certain of the indemnified matters, primarily with respect to Putnam.

 Marsh's BPO business, one of seven units within the Marsh Consumer business, provides policy, claims, call center and accounting operations on an outsourced basis to life insurance carriers (herein referred to as the "Marsh BPO" business). Marsh invested in a technology platform that was designed to make the BPO business scalable and more efficient. During 2011, Marsh decided that it would cease investing in the technology platform and instead exit the business via a sale. In the fourth quarter of 2011, management initiated a plan to sell the Marsh BPO business. The Company wrote off capitalized software of the BPO business of $17 million, net of tax, which is included in discontinued operations.
In the first quarter of 2010, Kroll completed the sale of KLS and on August 3, 2010, the Company completed the sale of Kroll to Altegrity.
Kroll’s results of operations are reported as discontinued operations in the Company’s consolidated statements of income. The year ended 2010 also includes the gain on the sale of Kroll and related tax benefits and the loss on the sale of KLS, which includes the tax provision of $36 million on the sale.
The Company’s tax basis in its investment in the stock of Kroll at the time of sale exceeded the recorded amount primarily as a result of prior impairments of goodwill recognized for financial reporting, but not tax. A $265 million deferred tax benefit was recorded in discontinued operations in 2010 as a result of the sale of Kroll.
Summarized Statements of Income data for discontinued operations is as follows: 
For the Year Ended December 31,
(In millions of dollars)
2011

 
2010

 
2009

Kroll Operations
 
 
 
 
 
Revenue
$

 
$
381

 
$
699

Expense (a)

 
345

 
958

Net operating income

 
36

 
(259
)
Income tax

 
16

 
24

Income from Kroll operations, net of tax

 
20

 
(283
)
Other discontinued operations, net of tax
(17
)
 
(7
)
 

Income (loss) from discontinued operations, net of tax
(17
)
 
13

 
(283
)
Disposals of discontinued operations (b)
25

 
58

 
8

Income tax (credit) expense (c)
(25
)
 
(235
)
 
15

Disposals of discontinued operations, net of tax
50

 
293

 
(7
)
Discontinued operations, net of tax
$
33

 
$
306

 
$
(290
)
Discontinued operations, net of tax per share
 
 
 
 
 
– Basic
$
0.06

 
$
0.55

 
$
(0.54
)
– Diluted
$
0.06

 
$
0.55

 
$
(0.54
)
(a)
Includes goodwill impairment charge of $315 million in 2009.
(b)
Includes gain on sale of Kroll and the gain on the sale of KLS in 2010 and a loss on the sale of Kroll Government Services in 2009.
(c)
Includes the provision /(credit) for income taxes relating to the recognition of tax benefits recorded in connection with the sale of Kroll as well as a tax provision of $36 million on the sale of KLS in 2010.