Daniel S. Glaser - Marsh & McLennan Cos., Inc. Mark Christopher McGivney - Marsh & McLennan Cos., Inc. Peter Zaffino - Marsh & McLennan Cos., Inc. Julio A. Portalatin - Mercer LLC Scott McDonald - Oliver Wyman Group.

Quentin McMillan - Keefe, Bruyette & Woods, Inc. Michael Nannizzi - Goldman Sachs & Co. Kai Pan - Morgan Stanley & Co. LLC Elyse B. Greenspan - Wells Fargo Securities LLC Sarah E. DeWitt - JPMorgan Securities LLC Charles Joseph Sebaski - BMO Capital Markets (United States) David Anthony Styblo - Jefferies LLC Ryan J.

Tunis - Credit Suisse Securities (USA) LLC (Broker) Jay Gelb - Barclays Capital, Inc. Josh D. Shanker - Deutsche Bank Securities, Inc. Jay Arman Cohen - Merrill Lynch, Pierce, Fenner & Smith, Inc. J. Paul Newsome - Sandler O'Neill & Partners LP Brian Meredith - UBS Securities LLC.

Welcome to Marsh & McLennan Companies Conference Call. Today's call is being recorded. Third quarter 2016 financial results and supplemental information were issued earlier this morning. They are available on the company's website at www.mmc.com. 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 detailed discussion of those 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..

forming Mercer Marsh Benefits, which brings the best of Mercer and Marsh together in driving global benefit solutions outside the United States; bringing leadership of the RIS segment under Peter Zaffino; a more unified Oliver Wyman, which enhances the intellectual capital of MMC; promoting colleague mobility, in fact in the past three years approximately 3,000 colleagues have moved within the company; the formation of our Strategic Solutions Group to deliver the full capabilities of MMC; and the establishment of Chief Country Officers that help drive in-country collaboration.

Taken together, these actions better position us for sustainable growth and profitability. No matter what the environment, we are always thinking about the mid and long term, and I believe MMC is better positioned today than at any time in its history.

In summary, we produced strong earnings growth in the third quarter and are on track to deliver another year of excellent financial performance in 2016.

For the full year, we continue to expect underlying revenue growth, meaningful margin expansion in both segments, and strong EPS growth, all this while continuing to invest in our future and return capital to shareholders through dividends and substantial share repurchase.

With that, let me turn it over to Mark to review our third quarter results in more detail..

Thank you, Dan, and good morning everyone. In the third quarter, MMC delivered strong earnings, producing double-digit growth in both GAAP and adjusted earnings per share. Consolidated revenue increased 1% on both a reported and underlying basis. Operating income increased 24%, while adjusted operating income rose 16%.

GAAP EPS rose 20% to $0.73 with adjusted EPS increasing 10% to $0.69. And our adjusted margin rose 240 basis points to 18%. As we stated on last quarter's call, you get a better sense of our underlying performance looking at margins and margin improvement on a year-to-date basis.

Through nine months, adjusted margins expanded 100 basis points overall and in each operating segment. Looking at Risk and Insurance Services, third quarter revenue rose 3% to $1.6 billion with underlying growth of 2%. Adjusted operating income increased 22% to $302 million, and the margin expanded 280 basis points to 18.5%.

At Marsh, revenue in the quarter was $1.4 billion, an increase of 4%. This solid growth reflects recent acquisitions, such as Jelf in the UK and ongoing activity in Marsh & McLennan Agency. On an underlying basis, revenue rose 2%. In the U.S./Canada division, underlying growth was 3%, driven primarily by strong new business in the U.S.

In the International division, underlying growth was 2%. EMEA was flat, with growth in the UK offset by Europe and the Middle East. Asia Pacific was up 2%, and Latin America had strong growth of 9%, which came on top of 6% growth in last year's third quarter. Guy Carpenter's revenue was $260 million, flat on both a reported and underlying basis.

EMEA and Global Specialties, led by Marine, had positive trends in the quarter. Year-to-date underlying revenue growth was 2%. In the Consulting segment, underlying revenue was flat, reflecting growth at Mercer offset by a decline at Oliver Wyman.

As we've discussed on prior calls, we've built a model where Oliver Wyman's compensation is performance sensitive, so their expense base, which is largely compensation and benefits, naturally flexes with their revenue. Whether up or down, Oliver Wyman has much more of a revenue impact on MMC than an earnings impact.

Consulting's adjusted operating income increased 8% to $309 million, which represents the highest level of profitability for any quarter in Consulting's history. The adjusted operating margin expanded 190 basis points to 20.4%. Mercer's underlying revenue increased 3% to $1.1 billion.

Solid performance in the quarter continues to reflect the benefits of a diversified portfolio. Investments and talent both rose 7%, health increased 2%, and retirement was flat. On a geographic basis, revenue increased in all major regions for both the third quarter and nine months.

In our Mercer Marketplace 365 Benefits platform, we're providing access for approximately 1.5 million lives, flat with last year. We have consistently talked about how Mercer Marketplace is not a material contributor to our overall results, and we don't expect it will be in the near term.

However, we remain positive regarding the long-term growth potential of our health and benefits business. As we anticipated on last quarter's call, Oliver Wyman had a decline in underlying revenue in the third quarter.

This was driven by comparisons to very strong growth in the financial service practice last year, as well as global growth concerns exacerbated by Brexit uncertainty. Oliver Wyman's revenue was $404 million, a decline of 9%, on an underlying basis. In the fourth quarter, we expect Oliver Wyman's revenue growth to be relatively flat with last year.

As we look ahead to the first quarter of next year, recall that Oliver Wyman generated 15% growth in the first quarter of this year. Overall, we continue to expect that for 2016, MMC will generate underlying revenue growth, increased operating margins in both segments and strong growth in earnings per share.

Next, I'd like to update you on changes we will be making to our U.S. Retirement Plan. We recently decided to close our U.S. defined benefit plans effective December 31, 2016 and freeze future benefit accruals. In their place, we will implement an enhanced defined contribution plan effective January 2017.

These actions are consistent with our global benefits philosophy of providing competitive benefits and a preference for DC over DB. This represents the latest of several actions we've taken around retirement benefits in the last three years. With the closing of the U.S.

DB plan, we will have capped the growth of benefit accruals with a vast majority of our global pension liabilities, which reduces risk and volatility. The timing and nature of this announcement requires that we revisit the assumptions used at year-end 2015 and re-measure our U.S. pension liabilities in the fourth quarter.

Based on current assumption, including lower interest rates, we expect to incur incremental pension expense of a $0.01 or so in the fourth quarter. This additional expense will be included in our adjusted EPS.

Last quarter I mentioned that although the declining global interest rates could mean higher pension expense in 2017, we were planning for this risk and expected we would be able to effectively mitigate any increase. Based on the environment today, we continue to believe we will be able to mitigate any pension expense volatility in 2017.

Moving to foreign exchange, in the third quarter, the effect of foreign exchange on adjusted EPS was a slight positive. Assuming exchange rates remain at their current level, we expect FX to be immaterial in the fourth quarter, result in a de minimis impact for the full year.

We have seen continued volatility in the British pound, but as we discussed last quarter, a weakening pound generally has a minimal overall impact to MMC over the course of the year. It's because RIS has a natural hedge created by U.S. dollar placements in London.

While the impact of the weakening pound to MMC in total is not significant, there is a benefit to RIS, offset by an adverse impact to Consulting. Investment income was negligible in the third quarter, and was down $34 million, or about $0.04 per share from last year.

For the full year 2016, we expect investment income to be immaterial compared with $38 million in 2015. As you may remember, we have a substantially smaller private equity portfolio following the liquidation of Trident III in 2015. As a result, we expect to generate only modest investment income going forward.

Our adjusted tax rate in the third quarter was 28.7% compared with 28.4% in last year's third quarter. Through the first nine months of 2016, our adjusted tax rate was 28.8% compared with 28.5% for the same period last year. Based on the current landscape, it is reasonable to assume a tax rate of 29% for the remainder of 2016.

Corporate debt at September 30 was $4.8 billion, unchanged from the end of June. Our next debt maturity is $250 million of notes due next April. In the third quarter, we repurchased 3 million shares of our stock for $200 million. Through nine months, we used $625 million to buy back 10 million shares.

Third quarter marks the 18th consecutive quarter we have bought back our stock, and we have reduced shares outstanding 10 quarters in a row. Since announcing our commitment to reduce our annual share count at Investor Day in March 2014, shares outstanding have declined by 33 million or 6%.

Our cash position at the end of the third quarter was $1.4 billion, of which approximately $400 million was in the U.S. Uses of cash in the third quarter totaled $440 million and included $200 million for share repurchases, $178 million for dividends, and $62 million for acquisitions.

For the nine months, uses of cash totaled $1.4 billion and included $625 million for share repurchases, $504 million for acquisitions, and $229 million – I'm sorry, $504 million for dividends and $229 million for acquisitions.

For the full year 2016, we continue to expect to deploy roughly $2.3 billion of capital through dividends, share repurchases and acquisitions. We also expect to deliver on our annual capital return commitments to reduce our share count and increase our dividends per share by double-digits. With that, I'm happy to turn it back to Dan..

Okay. Thank you, Mark. Operator, we are ready to begin Q&A..

Thank you. Our first question is from Quentin McMillan with KBW. Please go ahead..

Good morning, guys. Thanks very much. I just wanted to dig into the underlying margin expansion.

Obviously a very strong number that you guys had put up, but with what was a slightly weaker organic quarter, I think that the question that's on top of people's mind is how are you able to sort of achieve that level of margin expansion at a 1% organic? And is that sustainable going forward? Thanks..

year-to-date basis or rolling four quarters, something like that. If you look on a year-to-date basis, the company overall is up 100 basis points against 3% overall growth for the company. And each of the segments is also up 100 basis points, and I think that's more indicative of where our margin expansion really is.

So, I wouldn't take the dramatic expansion in the third quarter as the new reality going forward..

Okay. Great, thanks. And then just switching to Marsh, and this may be for Dan or Peter, but you guys had recently made a management change in the North America segment as Martin South is named the Head of U.S. and Canada and it seems like you guys had a nice quarter there bouncing back from flat organic to a plus 3% in this quarter.

Can you talk about just any impact of the leadership change or any other strategic shifts in North America and Canada that might have benefited that organic, and what we might expect to benefit going forward?.

Sure, sure.

Peter, you want to take that?.

Sure. Quentin, first let me start with core fundamentals of what happened in the U.S. and Canada in the third quarter. We're very pleased with the growth of 3%. The U.S. had a very strong new business quarter as well as contribution from strong client and revenue retention. MMA continues to be a strong contributor, the core U.S.

was a strong contributor and Canada was less of a headwind. In terms of leadership, I'll start with John Doyle. John has had a material impact since he has arrived at Marsh.

There is no executive that I'm aware of that knows more of our clients and has been heavily engaged in working with clients, working with our colleagues, and focusing on top line growth. Martin South has been with Marsh for many years and is a very established leader.

His most positive attributes are how he grows businesses and his innovation and he has had a positive impact on the U.S. and Canada division as well.

It's early days for him, but expect a combination of John's arrival and Martin's arrival in the United States is going to have a really positive impact for our ability to grow the business in the future..

And I think it's important for you to recognize that our leadership moves are done out of strength. Most of them are internal, but we also look externally to always build our capabilities.

And if you just look at RIS in the last year alone, adding people like John Doyle, Peter Hearn, Chris Schaper, I mean it's pretty incredible injection of talent on a leadership basis into the business. And so it's a great mixture of homegrown and then looking into the marketplace and getting the best available athlete at any point in time.

Next question please..

We'll go next to Michael Nannizzi with Goldman Sachs..

Thanks so much. Just a couple of quick ones here. Just thinking about margins in the fourth quarter and relative to last year and third quarter here relative to last year, typically when we look sequentially you get a big lift in the fourth quarter.

So I'm just trying to understand, like, given the big lift that we saw here in the third quarter, how should we be thinking about – sequential obviously that's not the way the business runs – but just trying to get an idea just given, especially in RIS, the big lift in third quarter margins that we saw?.

Yeah, no. So hi, Mike. I would say, again, look at the year-to-date and look at the rolling 12 months or rolling four quarters as more indicative of what our expectation of margin expansion is. You mentioned RIS.

If you look at RIS over the last five years, they've increased about 660 basis points in terms of, yeah, about 600 basis points actually over that period of time. So they've had around a 500, 510, 520 bps margin expansion on a CAGR basis over that period of time. So I think that's the way you should look at that..

Okay. Thank you for that. And then, Mark, you've sort of mentioned Oliver Wyman and the way that that business is structured and that the revenue impact tends to be outside relative to the margin impact.

Just trying to think about how the breakup of revenues in the quarter, assuming that Mercer margins are higher than Oliver Wyman's, how much of a tailwind did that have in terms of the margin expansion, so the greater share of Mercer versus Oliver Wyman in the quarter?.

So there's a couple of things. I think I'll hand over to Mark in a second, and maybe even to Scott to comment a little bit about Oliver Wyman.

But as we've said before, Oliver Wyman's main competition, main competitors, are private companies, and so we've structured Oliver Wyman differently in terms of our expectation to match them up more with their competitive set and not necessarily with public companies, which essentially means over time we expect Oliver Wyman will outgrow the other three OpCos over stretches of time.

But that higher level of growth will come with volatility because Oliver Wyman's business, by its very nature, has much, much less recurring revenue than the other three operating companies.

And so when we look at actual earnings performance for the segment based upon size and also just its structure of recurring revenue, Mercer is generally the driver of earnings performance within that segment in most circumstances.

But, Mark, do you have anything to add to that?.

Maybe just a little bit, Dan. As I said earlier, Oliver Wyman tends to be more of a top line issue than a bottom line issue just the way they're comp is geared. And also remember, we signaled this weakness coming, and Scott and Oliver Wyman did a great job in the quarter knowing that it was going to be a little bit soft, managing very defensively.

So they were able to put up a pretty good result in the context of that tough top line. And as Dan said, the proportion of Oliver or the contribution of Oliver Wyman to the overall Consulting segment – the segment is dominated by Mercer and Mercer did pretty well.

So they had relatively strong growth in the quarter and good underlying earnings growth..

Okay. Next question, please..

We'll go next to Kai Pan with Morgan Stanley..

Thank you and good morning. Just follow up on the – drill down a little bit more detail on expense side. If you look at the Consulting down 6% year over year in dollar amounts, assuming most of that is Oliver Wyman, and then on the risk solutions, Risk and Insurance Services, the other operating expense down 9% year over year.

Just wonder, any particular driver behind that..

I mean when we look at our overall expense growth as a company, it was minus 1% in the quarter on an underlying basis, so I think you have to look more at underlying, get the FX out of there. And so when we look at the year-to-date for the company, we've grown revenue 3% year-to-date as a company and our expenses are up 2% year-to-date.

In the quarter, obviously, underlying revenue was 1% and our expense growth in the quarter was minus 1% on an underlying basis. I think that's the more accurate way of looking at it..

Okay. And then a follow-up. This quarter sounds like in adjustments you have $30 million of reduction in term of like a change in earn-out from acquisitions. What's behind that? Is that signals the growth in the acquisition was below expectation or anything else on that? Thanks..

Okay.

Mark, why don't you give us a little bit of a history of that contingent consideration and then what it's doing this quarter?.

Yeah, so Kai, we did have one adjustment this quarter. That was actually a downward revision in expected earn-out payment as you said, and just a couple of things on that. Generally these earn-outs, they probably average three years, but they can range from two to four.

And that's a relatively short period of time to make a call on the fundamental success of an acquisition over a long period of time. The other thing, this was a pretty unusual adjustment actually, because if you look over the last 15 quarters, this is the first quarter in the last 15 where we've had an adjustment go this way.

So whether we're talking about this specific acquisition or the vast majority of all the deals we've done over the last several years, we are very happy with the way they're performing, and this one in particular..

Thank you very much..

Thanks. Next question please..

We'll go next to Elyse Greenspan with Wells Fargo..

Hi, thanks. First on Guy Carpenter, we saw a slowdown in the growth there this quarter.

How do you think I guess about the fourth quarter and going forward on that business, and anything just that drove the slowdown sequentially in the third quarter?.

Okay. Well first of all, I'll say a couple of things and then hand over to Peter. I think Guy Carpenter has been more than holding its own through some pretty difficult markets. And so if you look at nine months, they've grown 2%, which is compared to nine months growth of 1% the year before. So in a difficult environment, they're doing it pretty well.

But we have had some leadership change and we have had some injection of talent, so our expectations are high for Guy Carpenter going forward.

But, Peter, you want to add to that?.

Sure, Dan. Elyse, in the third quarter certainly zero is a disappointing result, but as Dan said, it's better to look at the year-to-date. And the year-to-date underlying organic growth is 2%.

The third quarter is a much smaller quarter when compared to the first and second, and actually only about 20% of the revenue in the third quarter incepts in that particular quarter. So it's just susceptible to more adjustments than perhaps the earlier part of the year.

I feel very good about our new business, which is a key metric within Guy Carpenter. They had a terrific new business quarter in terms of winning accounts. And I'm really encouraged by Peter Hearn's arrival. He is a relentless leader on growth. He has been very focused on our global business, meeting with clients, meeting with colleagues.

Our pipeline for new opportunities is strong as it's been in the recent past, and the pipeline to acquire talent is very strong. So I'm really encouraged by what we see. And as Dan said, Guy Carpenter has really performed well in a challenging market environment..

Okay. Thanks..

Anything else, Elyse?.

Yeah. In terms of the capital return plan, you guys probably have about $900 million or so for the fourth quarter to get to that $2.3 billion for the full year; if you adjust for your dividends, probably a little over $700 million between acquisitions and share repurchase.

If you could just any commentary around how you see the deal flow in terms of acquisitions flowing through in the fourth quarter? And how you think about the breakdown between potential acquisitions and share repurchase?.

Well, it's interesting because, as you know, we don't have a budget at all for acquisitions, but we run a global pipeline. And similarly to last year, our pipeline in the first half of the year was a little softer than typical, but, boy, it's picked up. And the pipeline's pretty full.

So we're considering a number of different things, and so it's impossible to say right now how that's likely to fall between acquisitions and share repurchases. We continue our conversations. What we can say is the $2.3 billion is the number that in a balanced way we intend to return that capital to shareholders.

It's unlikely to be less than that, and it may even be a little bit more than that. But that's where we are right now..

Okay, great. Thank you very much..

We'll go next....

Thank you. Next....

We'll go next to Sarah DeWitt with JPMorgan..

Hi. Good morning..

Good morning..

In Risk and Insurance Services, the trailing 12-month margin is almost back to the highest level in your history.

How much more can that expand? And is there a natural feeling on that number?.

Okay. I'm going to hand off to Peter in a second, but we've said a couple of times before. Peter and I have talked about this a lot. We don't really believe in margin targets in general. We'd much rather have growth targets, NOI targets, but margin seems a little bit false.

We want the organization all the time to figure out ways of delivering more capability at lower cost.

We are in a more-for-less business, and so our efforts to find the efficiency, improve our effectiveness, reduce the cost of delivery of greater levels of capability and value to clients, that's a journey that never ends, and so we'd rather not say, you know what this is a margin, and at that level nothing else can be done.

Obviously, the higher the margin goes, the more we just want to grow with that higher margin without looking to have a big spread between revenue growth and expense growth, so it will naturally tighten, but we could have easily had called that turn three years or four years ago but we would have been absolutely wrong.

So we like to let it just run for a while.

But, Peter, do you have some comments on that?.

Sure, Dan. I want to reiterate that it really is best to look at the year-to-date margin expansion. I mentioned in the first quarter that in the medium to long-term if you're growing at a 2% to 3%, it's probably more challenging to expand margin at the pace that we have.

Having said that, we've been very disciplined in terms of how we anticipate the growth and what the expense growth can be within the quarters and the years. And we have invested and planted a lot of seeds for not only growth, but also operational efficiency, and we believe that is starting to pay off.

We have been able to expand margin despite wearing the amortization for all of the acquisitions that we've done over a period of time, and we're optimistic that we can continue to grow the top line greater than our expense..

Great. Thank you..

Anything else, Sarah?.

No, thank you..

Okay. Thank you very much. Next question please..

We'll go next to Charles Sebaski with BMO Capital Markets..

Yeah, good morning. Thank you. First, on the U.S. DB plan closure at the end of this year, do you think that there's any risk that there could be greater turnover in your employee base next year as you're the last standing on offering the DB program for U.S. employees? Maybe that was something keeping people in seats..

Yeah. It's a good question. I'd start by saying that we're a company that cares deeply for our colleagues, so we don't take pension decisions lightly. Several years ago, we adopted a general philosophy that favors DC plans over DB. And we actually wrote a document and published it within our HR department.

And that philosophy had more to do with risk and volatility than with P&L or cash contribution considerations. You may recall that in 2014 we closed and froze our U.K. plans. The U.K. plans were our highest, largest plans and they represented about 50% of our overall global plan liabilities.

And so we really over the course of the last 18 months or so confronted ourselves as a global firm, and basically said that we had an obligation to follow the same philosophy, which was favoring DC in the U.S. as we do in the rest of the world. So it was more to do with being a global firm, not a U.S. multinational that we made this decision..

Okay.

And I guess then on the growth side, curious if you could give any color on whether not just maybe this quarter but this year if the growth you guys are seeing in either of the businesses, but more particularly on the RIS, is due to some of the new initiatives that you had previously mentioned? I guess I'm trying to get some color on is your growth coming from traditional just account wins in traditional P&C businesses? Or is it being led by data and analytics or cyber or other initiatives that you guys have introduced over the last couple of years? Thanks..

Yeah. So it's a good question. I think I'll handle it a little bit and then walk around with our OpCos and have them talk a little bit about their feelings about growth because I really do think that's the core issue.

Now clearly, macro factors have been challenging for a number of years, but we've managed to grow underlying revenue in the 3% to 5% range for the past six years. 3% to 5% is the likely outcome for us in 2016 as well.

We're 3% through nine months, but being 3% through nine months we would look at it as we're likely on the lower end of that range for the year, but there's a lot going on underneath it. So why don't we start with Peter, and then I'll move to Julio and then Scott just to talk about their growth outlook a little bit.

So, Peter?.

Okay. Yeah. Just adding, Dan, to what I said in terms of narrative for the quarter and the year-to-date, the first part of the growth is looking at how you're retaining your clients and we have had terrific retention on clients. The next is certainly are you winning new business in the market.

And when I look at our new business growth, I'm really pleased with what we see across the world, many contributions from many countries and we've been able to grow the business quite well. Again, there's definitely been some headwinds in the market with global macroeconomic issues as well as insurance pricing. They've largely been headwinds.

But then we've been able to grow in 26 consecutive quarters of underlying organic growth. So the business is built to drive underlying organic growth. You've mentioned a couple of places where we're growing. They're not material to the overall today, but we're excited about it. Cyber is a big part of our innovation.

We've developed programs in the London market, which prearrange $50 million of capacity for clients across the world. We have launched for smaller commercial clients capability through our MGA and through nine months we've had over 4,000 quotes with a take up of around 15%. We're planting seeds in flood.

We have a digital capability that will expand and position us differently in the small end of commercial. I think when Dan references the investments that we're making; it's about focusing on growth and efficiencies in order to enable us to invest more in growth over time and feel like the company is really well positioned to do that..

Thanks, Peter.

Julio, you want to talk a little bit?.

Yeah. Thank you. The Mercer portfolio, as you know, is a very global portfolio that's diversified, very balanced by geography, line of business and client segments across the globe. At any given quarter, you can have some puts and takes along the way, but consistently we've been able to deliver growth and margin expansion and profitability growth.

And we continue to invest to ensure that our growth is solid, whether you talk about expanding our solutions in talent with our purchase in the Workday space, implementation space with Jeitosa, CPSG; also investment in executive remuneration by our acquisition of Kepler; and expanding our geographic presence capabilities through investments in improving footprints in places like Africa; expanding our investment management capabilities with alternatives in Switzerland under SEM acquisition; or strengthening our presence in Asia with HRBS and Brazil with GAMA.

And, of course, new solutions, new organic solutions that we're pressing on with, the Pension Risk Exchange in the U.S., UK and Canada have now been launched.

And Mercer Match investing in research offerings, and also LifetimePlus in Australia market, Mercer Match, PeoplePro, all these things that are digitally oriented in many cases are really to be able to expand our capabilities, to ensure that we are reaching the full breadth of client segments and their demands in a growing world that has different demands along that continuum.

So the needs are changing, we're ahead of those needs, we're continuing to invest, and it is truly a global growth story..

Thank you very much..

Scott? Thanks.

Why don't we just finish up with Scott talking about Oliver Wyman a little bit on the growth side, Charles?.

Okay. Sure, Dan. Despite our pretty weak Q3, we remain very confident in the outlook for Oliver Wyman. We can already see a rebound in Q4, although we have some pretty tough comparables in Q4 and Q1 next year. And our growth is coming from some very traditional spots.

First of all, we're expanding into new sectors like health, public sector, retail, transportation, that's all growing well. Secondly, our growth market in Asia, Middle East, Latin America are all growing very strongly.

Third, we're expanding into new areas for us or building areas like data, analytics, a lot more around digital solutions, functional capabilities, operations, organizations, things like that.

And then two other areas, I mean, we're expanding the size of our relationships, the length and size of projects through a lot of work around client management and development of our senior teams. And then finally, the Oliver Wyman brand is just growing in strength.

The franchise is getting stronger; we think that will give us a boost over the years to come..

Thanks, Scott. And sorry Charles, but I thought growth is the key issue in a 1% underlying growth quarter, so I wanted to make sure that we treated it fully..

Thank you very much for all the answers..

Okay. Next question please..

We'll go next to Dave Styblo with Jefferies..

All right. Good morning. Thanks for the questions. Maybe I'll just dovetail on the response and thanks for all that color on around the world trip of growth there. I'm curious; again, it's a little bit hard from the outside perspective to see where some of these opportunities are versus what the run rate of investments are.

Is there any situations here where you really think the expenses or investments that you put forth to fuel this growth might be higher than the revenue for a shorter period of time? I know sometimes you do that as we say in a purposeful way and I'm curious if we should expect that to be coming up in the next couple of quarters as you pursue this growth?.

Looking at a couple of things; one, clearly when you're buying back shares you have a more immediate EPS impact forgetting about revenue growth but really just focusing on short-term delivery to shareholders and acquisitions are more about building a company for the mid- to long-term, and oftentimes have a negative impact in the short term on EPS, either through amortization or restructuring charges or anything, integration types of issues.

We are absolutely focused when we look at building our company through acquisition on getting better; either that's getting better by geography, by segment, by capability. We look at things which are growing at least as fast as we are or preferably faster than we are, in companies that we can acquire at our multiple or lower.

Now clearly, and you've heard it from many people before, the multiples have risen over the last five or six years, and so there's a tighter frame around execution and you have to make sure that the perfume of an acquisition does not entice you to do something that shouldn't be done.

But we are a very disciplined company, and as you can see by not only our revenue growth but also our earnings growth over a number of years across 120 acquisitions, that most of them are performing at or better than what our expectations have been..

That's helpful. Great. And then just on the M&A, you did talk a little bit about the pipeline ticking up; seems to be stronger than it has been in the first half.

I'm sure you don't want to comment about the rumors out there from AXA and so forth, but beyond that, can you pinpoint a little bit more what sort of opportunities are coming to fruition that are in the pipeline, if they're more on the RIS side, Consulting side? Any of that color would be really helpful..

Yeah. I don't think it's a good idea to speculate about what we could be looking at in real-time, so I'll bring it back a little bit and say in general we are prepared to invest as a company in both the RIS segment and the Consulting segment. We are pursuing growth.

We want to acquire things that make us better, and so from that standpoint we've got a broad platform in which to explore not only businesses within our core, but also adjacencies as well. And we're a global company, so we will look everywhere in the world. Although as you've seen in terms of the actual deals that we've done, we have favored the U.S.

and UK over other jurisdictions just based on a number of factors, but that's where most of our money has landed over the last five years.

But next question, please?.

We'll go next to Ryan Tunis with Credit Suisse..

Hey. Thanks. Good morning. I just had a follow-up on Charles Sebaski's question on closing the U.S. defined benefit plans. I think it's more on the financial side and the people side, so maybe it's a question for Mark.

But just, I guess thinking about the timing of doing that, the decision to do it now, and I wanted to make sure I'm thinking about that right, because it seems like to me you're effectively locking in a higher level of pension expense, kind of commensurate with sub-2% interest rates going forward, but you'll be eliminating the interest rate volatility like going forward.

And I just wanted to make sure I'm thinking about the risk/reward of that correctly. And then more specifically, I was curious if this has any impact next year on the cash flow statement? So we've talked about the income statement. You should be able to mitigate it. But does the move into more DC mean more cash pension expense? Thanks..

Please, it's Mark, that sounds like you..

Thank you very much. You know, just a couple of things, Peter, to your question. Think of the timing more as what Dan said earlier. This is just part of a multi-year strategy. So we've, as opposed to taking a one size fits all or one shot approach to this, we've over the last several years been addressing risk in that part of our business. And the U.S.

is the latest step in that line and it's linked to our philosophy. Really we should think about this as addressing long-term risk and volatility as opposed to anything that'll have a meaningful impact on earnings or cash flow in the near term. And so I think if you think about it that way, that's the right way to approach it..

Okay..

That enough, Ryan?.

Yeah. Yeah. Just real quick as a follow-up, I guess in the near term, I know this year pension has helped margins. Is it too early to tell next year whether or not any of these changes to pensions are going to produce a net tailwind or a headwind? And thanks..

As we said in the second quarter and I just reiterated earlier, our outlook at this point is that we'll be able to effectively mitigate any retirement expense volatility. So as we sit here today, I just wouldn't expect, as we're sitting here today, wouldn't expect any positive or negative..

Okay..

Next question, please. Thank you. Take care..

We'll go next to Jay Gelb with Barclays..

On the national flood risk, that government entity could be looking to shift more of that exposure to the private market.

Could you discuss the opportunity there, kind of long-term, since Guy Carpenter was named in the document as the broker?.

Sure. I'll start by broadly talking about governments in general, not just in the United States.

I think that there's a large opportunity in areas of property and casualty, and also in healthcare and retirement savings for governments, indebted governments to look at ways to where the private market can be more instructive and be utilized in a greater way.

I think that there is in P&C a protection gap and a bit of moral hazard in certain countries in terms of the government programs that are providing certain coverage that doesn't have risk management associated with it. So I think the insurance market writ large has a big role to play. But, Peter, you want to talk about the U.S.

flood program specifically?.

Sure. I mean, I'm not going to go into too much detail, but you're right. We were awarded the first reinsurance agreement for FEMA. We're very active on the Marsh side as well in terms of the National Flood Insurance Program. I think you will see a trend continue that there's more of a private and public balance in terms of solution for flood.

Guy Carpenter's built tremendous capabilities in its ability to model, assess and be very creative in solutions for flood and expect them to add tremendous value in helping assemble a program that's going to work..

Any other question, Jay?.

Yes. I guess this is for Julio. I heard something in the prepared remarks about 1.5 million lives in the Mercer marketplace. I didn't know if that was for the 2017 enrollment year. That would imply flat growth because that will be down from like 43% growth last year..

Okay.

So, Julio, you want to take that one?.

All right. Thanks, Jay. Mercer has always been balanced and measured about the exchange space, as you know. The Mercer Marketplace 365 journey has and continues to be an innovation that's full of learnings along the way as anything else that we invest.

It also continues to be small in the full scheme of things, whether at the global health level or the Mercer level or even more so on the MMC level. For 2016 selling season we did have softer conversion rates on sales, something that I mentioned during our last call, in fact.

And additionally we had decision delays that were seen particularly in the large market segments. And there was also some attrition, as you would expect now three years in, inclusive of one client in particular that accounted for a large portion of the last results.

So these dynamics, as I just mentioned, resulted in a number of lives being flat year-on-year at approximately 1.5 million..

Okay. Thanks, Jay. Next question, please..

We'll go next to Josh Shanker with Deutsche Bank..

Yeah. Thank you very much. In your opening remarks you mentioned lots of opportunity for growth in newer markets like Latin American and Asia.

Some of your competitors boast growth in areas like Russia or China, and maybe you can talk a little about the risks, regulatory-wise and legal-wise, of growing in emerging markets, and whether that's profitable growth and how you think about that?.

growth strategies, financial performance, people issues and risk issues. That occupies almost all of the time of the executive committee, and so risk is always on the table when we're looking at growth.

Any other question?.

No. Thank you very much..

Okay. Thanks, Josh.

Any other question, operator?.

Yes, sir. We'll go next to Jay Cohen with Bank of America..

Yes. Thank you. A couple of things. One, you talked about Europe offsetting some of the growth in the UK.

Can you give us an update what's happening in Europe?.

Okay. So that's a specific question in RIS and maybe even more specifically to Marsh, so without going country-by-country, Peter, why don't you just talk about EMEA a little bit and specifically Continental Europe..

Okay. As we've said, we had good growth in the UK, was offset by Continental Europe and the Middle East. There were a few discrete items, insurance pricing and macro conditions were a factor, had actually solid new business.

And the one thing just to keep in mind is it's the seasonally smallest quarter for Continental Europe by a fairly wide margin and so sometimes those discrete items can have an impact in a particular quarter. But we have had macro headwinds and insurance pricing headwinds in that part of the world for the better part of a few years now..

Okay. Then my other area that it looked like it was kind of a slowdown from the recent trend was in health and benefits.

I don't know how much that is Mercer marketplace or is there something else going on that resulted in that slowdown within Mercer?.

I wouldn't call it a slowdown. I'll hand off to Julio, but I believe H&B is up like 5% on a year-to-date basis.

Is that right, Julio?.

Yeah, that's right, Dan, thanks.

As I mentioned, the overall Mercer portfolio is really diversified and balanced geographically across the globe, so it's really a global picture that you have to take a look at when you think about overall growth and you bring it down by line of business, portfolio, client segments, there can be some puts and takes, as you know, across the portfolio in any given quarter, including tough comparisons versus prior year et cetera.

But as Dan mentioned, feeling fairly good about our year-to-date health growth at 5%..

We'll focus on that, then..

Thanks, Jay..

We'll go next to Paul Newsome with Sandler O'Neill..

You covered most of the topics quite well. And I was hoping you could maybe take a step back and partially in light with the pension issue, but to look at the relationship between earnings and cash flow prospectively, how that may or may not change.

Should we basically expect those things to move in lock step given the lack of restructuring charges that you've had in the distant past?.

Yeah. I mean our earnings, and Mark, you can add a little bit more, but generally over the last several years, there is a very tight relationship between our GAAP results and our adjusted results. And generally our earnings and our cash flow are very similar because there's not a lot of noise that is working through the system.

Having said that, every time we bring in new leadership, we try to get them to – I know Peter and I in particular and Julio as well, we're open to the idea of looking at our businesses with fresh eyes, particularly when we bring new executive talent in, to try to figure out ways of being more efficient and to make decisions that would reduce our cost and improve our capabilities.

So I never want to say that we'll never dip into that sort of thing where we have a restructuring charge or something, but ultimately I would say that for a number of years we are much tighter than the S&P 500 in terms of the relationship between GAAP results and adjusted results.

But, Mark, do you have something to add to that?.

Yeah. Just specifically, just to build on what Dan said, specifically to cash flow, if we look year-to-year there can be disconnects between earnings and cash flow.

But when we look back over reasonably, couple year, two-year, three-year, four-year periods of time, the relationship between our adjusted net income and our free cash flow is pretty tight. And we expect both to grow over time..

Great. Thank you very much..

Sure. I think, operator, we're about out. Maybe we can take one more question..

And we will go to Brian Meredith with UBS..

Yeah, thanks for putting me in just quickly here, Dan.

The first one, just could you give us, Mark, what the year-over-year kind of benefit to margins was from pension expense? How much was the benefit on a year-over-year basis per quarter?.

Mark, you want to take that?.

Yeah. Very similar to what we saw in the second quarter.

I mean if you take the pieces, you think about the $125 million credit we had last year that was onetime and how we talked about this year expense going down to replace that, and overall for the year retirement expense being down about $30 million, so you take that full package it gives you sort of the underlying drop in pension expense for the year, that is a good baseline, as we've talked about.

And it happens pretty ratably over the course of the year, so I think with those pieces you can get at the rough impact to the quarter. But as we've said earlier, even if you take out the benefit in the quarter, the underlying performance of business was very strong.

So even without any retirement benefits, both segments had strong performance in the quarter..

Got you.

And then just quickly, any thoughts on some additional leverage on the balance sheet?.

We're always open to it. As we said before, it would be unlikely for us to add leverage to the balance sheet just to buy back shares unless there was a severe market downturn and the opportunity just couldn't be resisted.

But generally if it was acquisition-based then we would be open to increasing our leverage on the balance sheet perhaps even permanently. So we're not zealous with regard to guarding our 1.6x corporate debt-to-EBITDA ratio..

Great. Thank you..

Thank you. I think, operator, that pretty much covers the call. I'd like to thank everybody for joining us this morning. I just want to reiterate that I am very pleased with the third quarter and I'm looking forward to a strong close of the year.

I'd like to thank our clients for their support and our colleagues for their hard work and dedication in serving them. Hope everyone has a good day. Thank you very much..

That does conclude today's conference. Thank you for your participation..