EX-99.1 2 a4q19ex991newsrelease.htm PRESS RELEASE - JANUARY 30, 2020 Exhibit




logommc2015.jpg
 
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
212 345 5000
www.mmc.com
Exhibit 99.1
NEWS RELEASE
MARSH & McLENNAN REPORTS FOURTH QUARTER AND FULL-YEAR 2019 RESULTS
Full-Year Revenue Growth of 11%; Underlying Revenue Growth of 4%
Full-Year GAAP Operating Income Declines 3%; Adjusted Operating Income Increases 14%
Full-Year GAAP EPS Increases 6% to $3.41; Adjusted EPS Increases 7% to $4.66
Fourth Quarter GAAP EPS Rises to $0.76; Adjusted EPS Grows 9% to $1.19

NEW YORK, January 30, 2020 — Marsh & McLennan Companies, Inc. (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the fourth quarter and year ended December 31, 2019.
"2019 was a historic year for Marsh & McLennan,” said Dan Glaser, President and CEO. "We closed the largest transaction in our Company’s history, maintained our momentum through the integration and met our key milestones. We grew total revenue 11% and generated 4% underlying growth. We increased our adjusted operating income by 14%, adjusted margin by 110 basis points and adjusted EPS by 7%. With a solid fourth quarter, we enter 2020 well positioned for continued growth."
Consolidated Results
Consolidated revenue in the fourth quarter of 2019 was $4.3 billion, an increase of 15% compared with the fourth quarter of 2018, or 3% on an underlying basis. Underlying revenue growth is calculated as if Marsh & McLennan and Jardine Lloyd Thompson were a combined company a year ago, but excludes the impact of currency, other acquisitions, dispositions, and transfers among businesses. Operating income was $592 million compared with $621 million in the prior year period. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 17% to $856 million. Net income attributable to the Company was $391 million, or $0.76 per diluted share, compared with $0.30 in the fourth quarter of 2018. Adjusted earnings per share increased 9% to $1.19 compared with $1.09 for the prior year period.
For the year 2019, revenue was $16.7 billion, an increase of 11% compared with 2018, or 4% on an underlying basis. Operating income was $2.7 billion, while adjusted operating income rose 14% to $3.4 billion. Net income attributable to the Company was $1.7 billion. Earnings per share increased 6% to $3.41. Adjusted earnings per share increased 7% to $4.66 compared with $4.35 in 2018.

1

Risk & Insurance Services
Risk & Insurance Services revenue was $2.4 billion in the fourth quarter of 2019, an increase of 24%, or 3% on an underlying basis. Operating income was $365 million, compared with $383 million in the fourth quarter of 2018. Adjusted operating income increased 31% to $550 million. For the year 2019, revenue was $9.6 billion, an increase of 17%, or 4% on an underlying basis. Operating income was $1.8 billion, compared to $1.9 billion for the full year of 2018. Adjusted operating income rose 17% to $2.3 billion.
Marsh's revenue in the fourth quarter of 2019 was $2.2 billion, an increase of 23%, or 3% on an underlying basis. In U.S./Canada, underlying revenue rose 4%. International operations produced underlying revenue growth of 1%, reflecting underlying growth of 7% in Asia Pacific and 2% in Latin America, partially offset by a decline of 1% in EMEA. For the year 2019, Marsh’s revenue growth was 17%, or 4% on an underlying basis.
Guy Carpenter's fourth quarter revenue was $152 million, up 10% on an underlying basis. For the year 2019, Guy Carpenter’s underlying revenue growth was 5%.
Consulting
Consulting revenue was $1.9 billion in the fourth quarter of 2019, an increase of 4%, or 2% on an underlying basis. Operating income of $336 million rose 14%. Adjusted operating income was flat at $359 million. For the year 2019, revenue was $7.1 billion, up 5%, or 3% on an underlying basis. Operating income increased 10% to $1.2 billion, and adjusted operating income increased 9% to $1.3 billion.
Mercer’s revenue was $1.3 billion in the fourth quarter of 2019, an increase of 8%, or 4% on an underlying basis. Health, with revenue of $455 million, was up 6% on an underlying basis. Career revenue of $250 million increased 4% on an underlying basis, and Wealth revenue of $621 million increased 2% on an underlying basis. For the year 2019, Mercer’s revenue growth was 6%, or 2% on an underlying basis.
Oliver Wyman’s revenue was $559 million in the fourth quarter of 2019, a decrease of 2% on an underlying basis. For the year 2019, Oliver Wyman’s revenue increased to $2.1 billion, up 6% on an underlying basis.
Other Items
The Company repurchased 1.8 million shares of its common stock for $185 million in the fourth quarter. For the year 2019, 4.8 million shares were repurchased for $485 million.

2

Conference Call
A conference call to discuss fourth quarter and full year 2019 results will be held today at 8:30 a.m. Eastern time. To participate in the teleconference, please dial +1 888 204 4368. Callers from outside the United States should dial +1 323 794 2434. The access code for both numbers is 3870718. The live audio webcast may be accessed at MMC.com. A replay of the webcast will be available approximately two hours after the event.
About Marsh & McLennan Companies
Marsh & McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 76,000 colleagues advise clients in over 130 countries. With annual revenue of $17 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses. Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and wellbeing for a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit mmc.com, follow us on LinkedIn and Twitter @mmc_global or subscribe to BRINK.

3

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
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." Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:
•
our ability to compete effectively and adapt to changes in the competitive environment, including to respond to technological change, disintermediation, digital disruption and other types of innovation;
•
the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other claims against us;
•
our ability to attract and retain industry leading talent;
•
our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the large volume of our vendor network and the need to identify and patch software vulnerabilities, including those in the existing JLT information systems;
•
our ability to successfully integrate or achieve the intended benefits of our acquisitions, including JLT;
•
the impact of investigations, reviews, or other activity by regulatory or law enforcement authorities, including the ongoing investigation by the European Commission competition authority;
•
our ability to maintain our credit ratings and repay our outstanding long-term debt in a timely manner and on favorable terms, including approximately $6.8 billion issued in connection with the acquisition of JLT;
•
the regulatory, contractual and reputational risks that arise based on insurance placement activities and various insurer revenue streams;
•
the financial and operational impact of complying with laws and regulations where we operate and the risks of noncompliance with such laws, including cybersecurity and data privacy regulations such as the E.U.’s General Data Protection Regulation, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act and trade sanctions regimes;
•
our ability to manage risks associated with our investment management and related services business, including potential conflicts of interest between investment consulting and fiduciary management services;
•
the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate, including the impact of Brexit or the inability to collect on our receivables;
•
our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster, pandemic or otherwise; and
•
the impact of changes in tax laws, guidance and interpretations, including certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax authorities.
The factors identified above are not exhaustive. Marsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company 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 Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K.

4




Marsh & McLennan Companies, Inc.
Consolidated Statements of Income
(In millions, except per share figures)
(Unaudited)
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
 
2019

 
2018

 
2019

 
2018

Revenue
 
$
4,264

 
$
3,712

 
$
16,652

 
$
14,950

Expense:
 
 
 
 
 
 
 
 
Compensation and Benefits
 
2,478

 
2,163

 
9,734

 
8,605

Other Operating Expenses
 
1,194

 
928

 
4,241

 
3,584

Operating Expenses
 
3,672

 
3,091

 
13,975

 
12,189

Operating Income
 
592

 
621

 
2,677

 
2,761

Other Net Benefit Credits
 
62

 
21

 
265

 
215

Interest Income
 
5

 
3

 
39

 
11

Interest Expense
 
(130
)
 
(92
)
 
(524
)
 
(290
)
Cost of Extinguishment of Debt
 
—

 
—

 
(32
)
 
—

Investment Income (Loss)
 
2

 
12

 
22

 
(12
)
Acquisition Related Derivative Contracts
 
—

 
(341
)
 
(8
)
 
(441
)
Income Before Income Taxes
 
531

 
224

 
2,439

 
2,244

Income Tax Expense
 
135

 
65

 
666

 
574

Income from Continuing Operations
 
396

 
159

 
1,773

 
1,670

Discontinued Operations, Net of Tax
 
—

 
—

 
—

 
—

Net Income Before Non-Controlling Interests
 
396

 
159

 
1,773

 
1,670

Less: Net Income Attributable to Non-Controlling Interests
 
5

 
6

 
31

 
20

Net Income Attributable to the Company
 
$
391

 
$
153

 
$
1,742

 
$
1,650

Net Income Per Share Attributable to the Company
 
 
 
 
 
 
 
 
- Basic
 
$
0.77

 
$
0.30

 
$
3.44

 
$
3.26

- Diluted
 
$
0.76

 
$
0.30

 
$
3.41

 
$
3.23

Average Number of Shares Outstanding
 
 
 
 
 
 
 
 
- Basic
 
504

 
504

 
506

 
506

- Diluted
 
510

 
509

 
511

 
511

Shares Outstanding at December 31
 
504

 
504

 
504

 
504

JLT’s results of operations for the three months ended December 31, 2019 are included in the Company’s results of operations for the fourth quarter of 2019. JLT's results of operations from April 1, 2019 through December 31, 2019 are included in the Company's results of operations for the twelve-month period ended December 31, 2019. Prior periods in 2018 do not include JLT’s results.

5




Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended December 31
(Millions) (Unaudited)
The Company conducts business in more than 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
The calculation of underlying revenue growth for the three months ended December 31, 2019 includes the results of JLT. The column "2018 Including JLT" includes JLT's prior year fourth quarter revenue (See reconciliation of non-GAAP measures on page 14). All other acquisitions/dispositions activity is included in the acquisitions/dispositions column.
 
 
 
 
 
 
 
 
 
 
Components of Revenue Change Including JLT*
 
 
Three Months Ended December 31,
 
% Change GAAP Revenue
2018 Including JLT
 
% Change Including JLT in 2018
 
Currency Impact
 
Acquisitions/
Dispositions/ Other Impact
 
Underlying Revenue
 
 
2019

 
2018

 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
 
 

 
 

 
 
Marsh
 
$
2,219

 
$
1,804

 
23
 %
$
2,211

 
—

 
(1
)%
 
(1
)%
 
3
 %
Guy Carpenter
 
152

 
102

 
49
 %
150

 
2
 %
 
—

 
(8
)%
 
10
 %
Subtotal
 
2,371

 
1,906

 
24
 %
2,361

 
—

 
(1
)%
 
(2
)%
 
3
 %
Fiduciary Interest Income
 
25

 
19

 
 
24

 
 
 
 
 
 
 
 
Total Risk and Insurance Services
 
2,396

 
1,925

 
24
 %
2,385

 
1
 %
 
(1
)%
 
(2
)%
 
3
 %
Consulting
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
Mercer
 
1,326

 
1,228

 
8
 %
1,324

 
—

 
(1
)%
 
(3
)%
 
4
 %
Oliver Wyman
 
559

 
577

 
(3
)%
577

 
(3
)%
 
(1
)%
 
—

 
(2
)%
Total Consulting
 
1,885

 
1,805

 
4
 %
1,901

 
(1
)%
 
(1
)%
 
(2
)%
 
2
 %
Corporate/Eliminations
 
(17
)
 
(18
)
 
 
(18
)
 
 
 
 
 
 
 
 
Total Revenue
 
$
4,264

 
$
3,712

 
15
 %
$
4,268

 
—

 
(1
)%
 
(2
)%
 
3
 %
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
 
 
 
 
 
 
 
 
 
 
Components of Revenue Change Including JLT*
 
 
Three Months Ended December 31,
 
% Change GAAP Revenue
 
2018 Including JLT
 
% Change Including JLT in 2018
 
Currency Impact
 
Acquisitions/
Dispositions/ Other Impact
 
Underlying Revenue
 
 
2019

 
2018

 
Marsh:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EMEA
 
$
661

 
$
522

 
26
%
 
$
736

 
(10
)%
 
(1
)%
 
(8
)%
 
(1
)%
Asia Pacific
 
255

 
169

 
51
%
 
251

 
2
 %
 
(1
)%
 
(4
)%
 
7
 %
Latin America
 
156

 
121

 
30
%
 
165

 
(5
)%
 
(6
)%
 
(1
)%
 
2
 %
Total International
 
1,072

 
812

 
32
%
 
1,152

 
(7
)%
 
(2
)%
 
(6
)%
 
1
 %
U.S./Canada
 
1,147

 
992

 
15
%
 
1,059

 
8
 %
 
—

 
4
 %
 
4
 %
Total Marsh
 
$
2,219

 
$
1,804

 
23
%
 
$
2,211

 
—

 
(1
)%
 
(1
)%
 
3
 %
Mercer:
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Wealth
 
621

 
543

 
14
%
 
618

 
—

 
(1
)%
 
—

 
2
 %
Health
 
455

 
449

 
1
%
 
471

 
(3
)%
 
—

 
(9
)%
 
6
 %
Career
 
250

 
236

 
6
%
 
235

 
6
 %
 
(1
)%
 
3
 %
 
4
 %
Total Mercer
 
$
1,326

 
$
1,228

 
8
%
 
$
1,324

 
—

 
(1
)%
 
(3
)%
 
4
 %
* Components of revenue change may not add due to rounding.


6




Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Twelve Months Ended December 31
(Millions) (Unaudited)
The Company conducts business in more than 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
The calculation of underlying revenue growth for the twelve months ended December 31, 2019 includes the results of JLT. The column "2018 Including JLT" includes JLT's prior year revenue beginning April 1, 2018 (See reconciliation of non-GAAP measures on page 14). The decrease in revenue due to the disposal of JLT's aerospace business in the second quarter of 2019 is reflected in the acquisitions/dispositions column. All other acquisitions/dispositions activity is included in the acquisitions/dispositions column.
 
 
 
 
 
 
 
 
 
 
Components of Revenue Change Including JLT*
 
 
Twelve Months Ended
December 31,
 
% Change GAAP Revenue
2018 Including JLT
 
% Change Including JLT in 2018
 
Currency Impact
 
Acquisitions/
Dispositions/ Other Impact
 
Underlying Revenue
 
 
2019

 
2018

 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
 
 

 
 

 
 
Marsh
 
$
8,014

 
$
6,877

 
17
%
$
7,895

 
2
%
 
(2
)%
 
—

 
4
%
Guy Carpenter
 
1,480

 
1,286

 
15
%
1,442

 
3
%
 
(1
)%
 
(1
)%
 
5
%
Subtotal
 
9,494

 
8,163

 
16
%
9,337

 
2
%
 
(2
)%
 
—

 
4
%
Fiduciary Interest Income
 
105

 
65

 
 
78

 
 
 
 
 
 
 
 
Total Risk and Insurance Services
 
9,599

 
8,228

 
17
%
9,415

 
2
%
 
(2
)%
 
—

 
4
%
Consulting
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
Mercer
 
5,021

 
4,732

 
6
%
5,001

 
—

 
(2
)%
 
—

 
2
%
Oliver Wyman Group
 
2,122

 
2,047

 
4
%
2,047

 
4
%
 
(2
)%
 
—

 
6
%
Total Consulting
 
7,143

 
6,779

 
5
%
7,048

 
1
%
 
(2
)%
 
—

 
3
%
Corporate/Eliminations
 
(90
)
 
(57
)
 
 
(57
)
 
 
 
 
 
 
 
 
Total Revenue
 
$
16,652

 
$
14,950

 
11
%
$
16,406

 
2
%
 
(2
)%
 
—

 
4
%
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
 
 
 
 
 
 
 
 
 
 
Components of Revenue Change Including JLT*
 
 
Twelve Months Ended
December 31,
 
% Change
GAAP Revenue
2018 Including JLT
% Change Including JLT in 2018
 
Currency Impact
 
Acquisitions/
Dispositions/ Other Impact
 
Underlying Revenue
 
 
2019

 
2018

 
Marsh:
 
 
 
 
 
 
 
 
 
 
 
 
 
EMEA
 
$
2,482

 
$
2,132

 
16
%
$
2,607

(5
)%
 
(3
)%
(2
)%
 
1
 %
Asia Pacific
 
953

 
683

 
39
%
948

1
 %
 
(3
)%
(3
)%
 
7
 %
Latin America
 
460

 
400

 
15
%
515

(11
)%
 
(8
)%
(6
)%
 
3
 %
Total International
 
3,895

 
3,215

 
21
%
4,070

(4
)%
 
(4
)%
(3
)%
 
3
 %
U.S./Canada
 
4,119

 
3,662

 
12
%
3,825

8
 %
 
—

3
 %
 
5
 %
Total Marsh
 
$
8,014

 
$
6,877

 
17
%
$
7,895

2
 %
 
(2
)%
—

 
4
 %
Mercer:
 
 
 
 

 
 
 
 
 
 
 
 
 
Wealth
 
2,369

 
2,185

 
8
%
2,394

(1
)%
 
(3
)%
2
 %
 
—

Health
 
1,796

 
1,735

 
4
%
1,793

—

 
(1
)%
(3
)%
 
5
 %
Career
 
856

 
812

 
5
%
814

5
 %
 
(2
)%
3
 %
 
5
 %
Total Mercer
 
$
5,021

 
$
4,732

 
6
%
$
5,001

—

 
(2
)%
—

 
2
 %
 
* Components of revenue change may not add due to rounding.

7




Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - Actual as Reported
Three Months Ended December 31
(Millions) (Unaudited)
Overview
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (referred to in this release as "GAAP" or "reported" results). The Company also refers to and presents below certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted operating income (loss), adjusted operating margin, adjusted income, net of tax and adjusted earnings per share (EPS). The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP in the following tables.
The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses these measures internally to assess the operating performance of its businesses, to assess performance for employee compensation purposes and to decide how to allocate resources. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measures include adjustments that reflect how management views our businesses, and may differ from similarly titled non-GAAP measures presented by other companies.
Adjusted Operating Income (Loss) and Adjusted Operating Margin
Adjusted operating income (loss) is calculated by excluding the impact of certain noteworthy items from the Company's GAAP operating income or (loss). The following tables identify these noteworthy items and reconcile adjusted operating income (loss) to GAAP operating income or loss, on a consolidated and segment basis, for the three and twelve months ended December 31, 2019 and 2018. The following tables also present adjusted operating margin. In 2019, the Company changed its methodology for calculating adjusted operating margin due to the significant amount of identified intangible asset amortization related to the JLT Transaction on April 1, 2019. For the three and twelve months ended December 31, 2019 and 2018, adjusted operating margin is calculated by dividing the sum of adjusted operating income plus identified intangible asset amortization by consolidated or segment adjusted revenue.
The information presented below represents the actual as reported results for the three months ended December 31, 2019 and 2018. Results for the three months ended December 31, 2018 are for MMC only, as previously reported, and do not include JLT results.
 
 
Risk & Insurance Services
 
Consulting
 
Corporate/
Eliminations
 
Total
Three Months Ended December 31, 2019
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
365

 
$
336

 
$
(109
)
 
$
592

Operating margin
 
15.2
%
 
17.8
%
 
N/A

 
13.9
%
Add (Deduct) impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring, excluding JLT (a)
 
28

 
13

 
15

 
56

Changes in contingent consideration (b)
 
41

 
1

 
—

 
42

JLT integration and restructuring costs (c)
 
95

 
8

 
40

 
143

JLT acquisition-related costs (d)
 
16

 
1

 
—

 
17

Disposal of businesses
 
2

 
—

 
—

 
2

Other
 
3

 
—

 
1

 
4

Operating income adjustments
 
185

 
23

 
56

 
264

Adjusted operating income (loss)
 
$
550

 
$
359

 
$
(53
)
 
$
856

Total identified intangible amortization expense
 
$
66

 
$
13

 
$
—

 
$
79

Adjusted operating margin
 
25.7
%
 
19.7
%
 
N/A

 
21.9
%
 
 
 

 
 

 
 

 
 

As Reported Results
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2018
 
 
 
 
 
 
 
 
Operating income (loss), as reported
 
$
383

 
$
294

 
$
(56
)
 
$
621

Operating margin
 
19.9
%
 
16.3
%
 
N/A

 
16.7
%
Add (Deduct) impact of Noteworthy Items:
 
 
 
 
 
 
 
 
  Restructuring, excluding JLT (a)
 
12

 
51

 
3

 
66

  Changes in contingent consideration (b)
 
6

 
7

 
—

 
13

   JLT acquisition related costs (c)
 
5

 
—

 
7

 
12

   Subsidiary or affiliate transactions (e)
 
11

 
6

 
—

 
17

   Other
 
1

 
1

 
—

 
2

Operating income adjustments
 
35

 
65

 
10

 
110

Adjusted operating income (loss)
 
$
418

 
$
359

 
$
(46
)
 
$
731

Total identified intangible amortization expense
 
$
40

 
$
8

 
$
—

 
$
48

Adjusted operating margin
 
23.7
%
 
20.3
%
 
N/A

 
20.9
%
 
 
 
 
 
 
 
 
 
(a) Includes severance and related charges from restructuring activities, adjustments to restructuring liabilities for future rent under non-cancellable leases and other real estate costs, and restructuring costs related to the integration of recent acquisitions. Risk & Insurance Services in 2019 reflects severance and related charges from non-JLT merger integration costs. Consulting in 2019 reflects severance related to the Mercer restructuring program. Risk & Insurance Services in 2018 reflects severance and consulting costs related to the Marsh simplification initiative.
(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions.
(c) Includes costs incurred for staff reductions, lease related exit costs as well as consulting costs related to the JLT Transaction.
(d) Reflects retention costs in the Risk & Insurance Services and Consulting segments related to the closing of the JLT Transaction.
(e) Dispositions or deconsolidation of businesses and results of certain equity method investments are reflected as an increase or decrease of other revenue, which is reflected as part of revenue in the consolidated statements of income. These items are removed from GAAP revenue in the calculation of adjusted operating margin.

8




Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - Actual as Reported
Twelve Months Ended December 31
(Millions) (Unaudited)
The information presented below represents the actual as reported data for the twelve months ended December 31, 2019 and 2018. Results for the twelve months ended December 31, 2018 are for MMC only, as previously reported, and do not include JLT results.
 
 
Risk & Insurance Services
 
Consulting
 
Corporate/
Eliminations
 
Total
Twelve Months Ended December 31, 2019
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
1,833

 
$
1,210

 
$
(366
)
 
$
2,677

Operating margin
 
19.1
%
 
16.9
%
 
N/A

 
16.1
%
Add (Deduct) impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring, excluding JLT (a)
 
34

 
56

 
22

 
112

Changes in contingent consideration (b)
 
65

 
3

 
—

 
68

JLT integration and restructuring costs (c)
 
229

 
18

 
88

 
335

JLT acquisition-related costs (d)
 
97

 
2

 
51

 
150

Disposal of businesses (e)
 
15

 
(14
)
 
—

 
1

Other
 
6

 
—

 
2

 
8

Operating income adjustments
 
446

 
65

 
163

 
674

Adjusted operating income (loss)
 
$
2,279

 
$
1,275

 
$
(203
)
 
$
3,351

Total identified intangible amortization expense
 
$
260

 
$
54

 
$
—

 
$
314

Adjusted operating margin
 
26.3
%
 
18.6
%
 
N/A

 
22.0
%
 
 
 
 
 
 
 
 
 
As Reported Results
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2018
 
 

 
 

 
 

 
 

Operating income (loss), as reported
 
$
1,864

 
$
1,099

 
$
(202
)
 
$
2,761

Operating margin
 
22.7
%
 
16.2
%
 
N/A

 
18.5
%
Add (Deduct) impact of Noteworthy Items:
 
 
 
 
 
 
 
 
   Restructuring, excluding JLT (a)
 
99

 
52

 
10

 
161

   Changes in contingent consideration (b)
 
22

 
10

 
—

 
32

   JLT acquisition related costs (d)
 
5

 
—

 
7

 
12

   Subsidiary or affiliate transactions (f)
 
(35
)
 
6

 
—

 
(29
)
   Other
 
1

 
—

 
—

 
1

Operating income adjustments
 
92

 
68

 
17

 
177

Adjusted operating income (loss)
 
$
1,956

 
$
1,167

 
$
(185
)
 
$
2,938

Total identified intangible amortization expense
 
$
151

 
$
32

 
$
—

 
$
183

Adjusted operating margin
 
25.7
%
 
17.7
%
 
N/A

 
20.9
%
(a) Includes severance and related charges from restructuring activities, adjustments to restructuring liabilities for future rent under non-cancellable leases and other real estate costs, and restructuring costs related to the integration of recent acquisitions. Risk & Insurance Services in 2019 reflects severance and related charges from non-JLT merger integration costs. Consulting in 2019 reflects severance related to the Mercer restructuring program. Risk & Insurance Services in 2018 reflects severance and consulting costs related to the Marsh simplification initiative.
(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions.
(c) Includes costs incurred for staff reductions, lease related exit costs as well as legal and consulting costs related to the integration.
(d) Includes advisor fees and stamp duty taxes related to the closing of the JLT Transaction and retention costs. Also includes the loss on the sale of JLT's aerospace business, which is included in revenue. This loss is removed from GAAP revenue in the calculation of adjusted operating income.
(e) Reflects the loss on the sale of a U.S. Specialty business at Marsh and a gain on the sale of Mercer's stand-alone U.S. large market health and defined benefit administration business, which are both included in revenue. These amounts are removed from GAAP revenue in the calculation of adjusted operating income.
(f) Dispositions or deconsolidation of businesses and results of certain equity method investments are reflected as an increase or decrease of other revenue, which is reflected as part of revenue in the consolidated statements of income. These items are removed from GAAP revenue in the calculation of adjusted operating margin.

9




Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three and Twelve Months Ended December 31
(Millions) (Unaudited)
Adjusted income, net of tax is calculated as the Company's GAAP income from continuing operations, adjusted to reflect the after tax impact of the operating income adjustments set forth in the preceding tables and investments gains or losses related to the impact of mark-to-market adjustments on certain equity securities and adjustments to provisional 2017 tax estimates. Adjustments also include JLT acquisition related items, including change in fair value of derivative contracts, financing costs and interest income on funds held in escrow. Adjusted EPS is calculated by dividing the Company’s adjusted income, net of tax, by MMC's average number of shares outstanding-diluted for the relevant period. The following tables reconcile adjusted income, net of tax to GAAP income from continuing operations and adjusted EPS to GAAP EPS for the three and twelve months ended December 31, 2019 and 2018. Results for the three and twelve months ended December 31, 2018 are for MMC only, as previously reported, and do not include JLT results.
 
Three Months Ended December 31, 2019
 
Three Months Ended December 31, 2018
 
Amount
 
Adjusted EPS
 
Amount
 
Adjusted EPS
Net income before non-controlling interests, as reported
 
 
$
396

 
 
 
 
 
$
159

 
 
Less: Non-controlling interest, net of tax
 
 
5

 
 
 
 
 
6

 
 
Subtotal
 
 
$
391

 
$
0.76

 
 
 
$
153

 
$
0.30

Operating income adjustments
$
264

 
 
 
 
 
$
110

 
 
 
 
Investments adjustment (a)
—

 
 
 
 
 
(8
)
 
 
 
 
Pension settlement adjustment/charge (b)
9

 
 
 
 
 
42

 
 
 
 
Change in fair value of acquisition related derivative contracts (c)
—

 
 
 
 
 
341

 
 
 
 
Financing costs (d)
—

 
 
 
 
 
27

 
 
 
 
Impact of income taxes on above items
(54
)
 
 
 
 
 
(113
)
 
 
 
 
Adjustments to provisional 2017 tax estimates (f)
—

 
 
 
 
 
6

 
 
 
 
 
 
 
219

 
0.43

 
 
 
405

 
0.79

Adjusted income, net of tax
 
 
$
610

 
$
1.19

 
 
 
$
558

 
$
1.09

 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2019
 
Twelve Months Ended December 31, 2018
 
Amount
 
Adjusted EPS
 
Amount
 
Adjusted EPS
Net income before non-controlling interests, as reported
 
 
$
1,773

 
 
 
 
 
$
1,670

 
 
Less: Non-controlling interest, net of tax
 
 
31

 
 
 
 
 
20

 
 
Subtotal
 
 
$
1,742

 
$
3.41

 
 
 
$
1,650

 
$
3.23

Operating income adjustments
$
674

 
 
 
 
 
$
177

 
 
 
 
Investments adjustment (a)
(10
)
 
 
 
 
 
29

 
 
 
 
Pension settlement adjustment/charge (b)
7

 
 
 
 
 
42

 
 
 
 
Change in fair value of acquisition related derivative contracts (c)
8

 
 
 
 
 
441

 
 
 
 
Financing costs (d)
53

 
 
 
 
 
30

 
 
 
 
Interest on funds held in escrow (e)
(25
)
 
 
 
 
 
—

 
 
 
 
Early extinguishment of debt
32

 
 
 
 
 
—

 
 
 
 
Impact of income taxes on above items
(99
)
 
 
 
 
 
(139
)
 
 
 
 
Adjustments to provisional 2017 tax estimates (f)
—

 
 
 
 
 
(5
)
 
 
 
 
 
 
 
640

 
1.25

 
 
 
575

 
1.12

Adjusted income, net of tax
 
 
$
2,382

 
$
4.66

 
 
 
$
2,225

 
$
4.35

 
 
 
 
 
 
 
 
 
 
 
 
(a) The Company recorded mark-to-market gains of $8 million for the three month period ended December 31, 2018 and gains of $10 million and $54 million for the twelve month periods ended December 31, 2019 and 2018, respectively, which are included in investment income in the consolidated statements of income.
In 2018, the Company had an investment in Alexander Forbes (“AF”), which is accounted for using the equity method. Based on the extent of and duration over which the shares traded below the Company’s carrying value, the Company determined the decline was other than temporary and during the third quarter of 2018, recorded a charge of $83 million in Investment gain or loss.
(b) Pension settlement charge resulting from lump sum settlements elected by participants. Recognition of these payments as a partial settlement was required because in each respective plan the lump sum payments exceeded the total of interest and service cost for the year.
(c) Reflects the change in fair value of derivatives that were not redesignated as accounting hedges following the JLT acquisition, a deal contingent foreign exchange contract and derivative contracts related to debt issuances.
(d) Reflects interest expense on debt issuances and amortization of bridge financing fees related to the acquisition of JLT (prior to April 1, 2019).
(e) Interest income earned on funds held in escrow related to the JLT acquisition (prior to April 1, 2019).
(f) Reflects adjustments to provisional 2017 year-end estimates of transition taxes and U.S. deferred tax assets and liabilities from U.S. tax reform.

10




Marsh & McLennan Companies, Inc.
Supplemental Information
Three and Twelve Months Ended December 31
(Millions) (Unaudited)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2019

 
2018

 
2019

 
2018

Consolidated
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
2,478

 
$
2,163

 
$
9,734

 
$
8,605

Other operating expenses
 
1,194

 
928

 
4,241

 
3,584

Total Expenses
 
$
3,672

 
$
3,091

 
$
13,975

 
$
12,189

 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
88

 
$
75

 
$
333

 
$
311

Identified intangible amortization expense
 
79

 
48

 
314

 
183

Total
 
$
167

 
$
123

 
$
647

 
$
494

 
 
 
 
 
 
 
 
 
Stock option expense
 
$
3

 
$
2

 
$
26

 
$
22

 
 
 
 
 
 
 
 
 
Risk and Insurance Services
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
1,358

 
$
1,069

 
$
5,370

 
$
4,485

Other operating expenses
 
673

 
473

 
2,396

 
1,879

Total Expenses
 
$
2,031

 
$
1,542

 
$
7,766

 
$
6,364

 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
42

 
$
31

 
$
156

 
$
139

Identified intangible amortization expense
 
66

 
40

 
260

 
151

Total
 
$
108

 
$
71

 
$
416

 
$
290

 
 
 
 
 
 
 
 
 
Consulting
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
1,002

 
$
1,007

 
$
3,934

 
$
3,760

Other operating expenses
 
547

 
504

 
1,999

 
1,920

Total Expenses
 
$
1,549

 
$
1,511

 
$
5,933

 
$
5,680

 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
27

 
$
24

 
$
102

 
$
98

Identified intangible amortization expense
 
13

 
8

 
54

 
32

Total
 
$
40

 
$
32

 
$
156

 
$
130


JLT’s results of operations for the three months ended December 31, 2019 are included in the Company’s results of operations for the fourth quarter of 2019. JLT's results of operations from April 1, 2019 through December 31, 2019 are included in the Company's results of operations for the twelve-month period ended December 31, 2019. Prior periods in 2018 do not include JLT’s results.

11

Marsh & McLennan Companies, Inc.
Consolidated Balance Sheets
(Millions) (Unaudited)
 
 
 
December 31, 2019
 
December 31, 2018
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
1,155

 
$
1,066

Net receivables
 
5,236

 
4,317

Other current assets
 
677

 
551

Total current assets
 
7,068

 
5,934

 
 
 
 
 
Goodwill and intangible assets
 
17,405

 
11,036

Fixed assets, net
 
858

 
701

Pension related assets
 
1,632

 
1,688

Right of use assets
 
1,921

 
—

Deferred tax assets
 
676

 
680

Other assets
 
1,757

 
1,539

TOTAL ASSETS
 
$
31,317

 
$
21,578

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Short-term debt
 
$
1,215

 
$
314

Accounts payable and accrued liabilities
 
2,746

 
2,234

Accrued compensation and employee benefits
 
2,197

 
1,778

Acquisition related derivatives
 
—

 
441

Current lease liabilities
 
342

 
—

Accrued income taxes
 
179

 
157

Total current liabilities
 
6,679

 
4,924

 
 
 
 
 
Fiduciary liabilities
 
7,344

 
5,001

Less - cash and investments held in a fiduciary capacity
 
(7,344
)
 
(5,001
)
 
 
—

 
—

Long-term debt
 
10,741

 
5,510

Pension, post-retirement and post-employment benefits
 
2,336

 
1,911

Long-term lease liabilities
 
1,926

 
—

Liabilities for errors and omissions
 
335

 
287

Other liabilities
 
1,357

 
1,362

 
 
 
 
 
Total equity
 
7,943

 
7,584

TOTAL LIABILITIES AND EQUITY
 
$
31,317

 
$
21,578

 
 
 
 
 
 
 

12

Marsh & McLennan Companies, Inc.
Consolidated Statements of Cash Flows
(Millions) (Unaudited)
 
For the Years Ended December 31,
 
2019

 
2018

Operating cash flows:
 
 
 
Net income before non-controlling interests
$
1,773

 
$
1,670

Adjustments to reconcile net income to cash provided by operations:
 
 
 
Depreciation and amortization of fixed assets and capitalized software
333

 
311

Amortization of intangible assets
314

 
183

Non cash lease expense
315

 
—

Adjustments and payments related to contingent consideration liability
27

 
(4
)
Loss on deconsolidation of a business
—

 
11

Cost of early extinguishment of debt
32

 
—

(Benefit) Provision for deferred income taxes
84

 
(39
)
Loss (Gain) on investments
(22
)
 
12

Loss (Gain) on disposition of assets
56

 
(48
)
Share-based compensation expense
252

 
193

Change in fair value of acquisition related derivative contracts
8

 
441

Changes in assets and liabilities:
 
 
 
Net receivables
(130
)
 
(78
)
Other current assets
(13
)
 
26

Other assets
(1
)
 
(37
)
Accounts payable and accrued liabilities
120

 
23

Accrued compensation and employee benefits
154

 
68

Accrued income taxes
42

 
(40
)
Contributions to pension and other benefit plans in excess of current year expense/credit
(369
)
 
(291
)
Other liabilities
(172
)
 
9

Operating lease liabilities
(327
)
 
—

Effect of exchange rate changes
(115
)
 
18

Net cash provided by operations
2,361

 
2,428

Financing cash flows:
 
 
 
Purchase of treasury shares
(485
)
 
(675
)
Increase in short term borrowings
300

 
—

Proceeds from issuance of debt
6,459

 
591

Repayments of debt
(1,064
)
 
(263
)
Payment of bridge loan fees
—

 
(35
)
Payments for early extinguishment of debt
(585
)
 
—

Purchase of non-controlling interests
(80
)
 
—

Acquisition-related derivative payments
(337
)
 
—

Shares withheld for taxes on vested units – treasury shares
(89
)
 
(67
)
Issuance of common stock from treasury shares
158

 
93

Payments of deferred and contingent consideration for acquisitions
(65
)
 
(117
)
Distributions of non-controlling interests
(16
)
 
(30
)
Dividends paid
(890
)
 
(807
)
Net cash provided by (used for) financing activities
3,306

 
(1,310
)
Investing cash flows:
 
 
 
Capital expenditures
(421
)
 
(314
)
Net sales of long-term investments
183

 
4

Purchase of equity investment
(91
)
 
—

Proceeds from sales of fixed assets
10

 
3

Dispositions
229

 
110

Acquisitions
(5,505
)
 
(884
)
Other, net
(76
)
 
(8
)
Net cash used for investing activities
(5,671
)
 
(1,089
)
Effect of exchange rate changes on cash and cash equivalents
93

 
(168
)
Increase (decrease) in cash and cash equivalents
89

 
(139
)
Cash and cash equivalents at beginning of year
1,066

 
1,205

Cash and cash equivalents at end of year
$
1,155

 
$
1,066


13




Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - 2018 Revenue Including JLT
Three and Twelve Months Ended December 31, 2018
(Millions) (Unaudited)
On April 1, 2019, the Company completed its previously announced acquisition of Jardine Lloyd Thompson Group, plc. JLT results of operations for the three months ended December 31, 2019 are included in the Company’s results of operations for the fourth quarter of 2019. Prior periods in 2018 do not include JLT’s results. Prior to being acquired by the Company, JLT operated in three segments, Specialty, Reinsurance and Employee Benefits. As of April 1, 2019, the historical JLT businesses were combined into MMC operations as follows: JLT Specialty was included by geography within Marsh, JLT Reinsurance was included within Guy Carpenter and the majority of the JLT Employee Benefits business was included in Mercer Health and Wealth.
The JLT Transaction had a significant impact on the Company’s results of operations in 2019. The Company believes that in addition to the change in reported GAAP revenue, a comparison of 2019 revenue to the combined 2018 revenue of MMC and JLT would provide investors useful information about the year-over-year results.
The table below sets forth revenue information as if the companies were combined on April 1, 2018. Consistent with consolidated revenue in 2019, the twelve months ended December 31, 2018 does not include JLT revenue for the period from January 1 to March 31, 2018. JLT 2018 revenue information is derived from the "JLT Supplemental Information - Revenue Analysis" furnished to the SEC on June 6, 2019 on Form 8-K and includes the revenue from JLT’s aerospace business. Please see the notes to the supplemental information on that Form 8-K for additional information.
 
Three Months Ended December 31, 2018
 
Twelve Months Ended December 31, 2018
MMC As Previously Reported
 
 
 
Risk & Insurance Services
 
 
 
Marsh
$
1,804

 
$
6,877

Guy Carpenter
102

 
1,286

Subtotal
1,906

 
8,163

Fiduciary Interest Income
19

 
65

Total Risk & Insurance Services
1,925

 
8,228

Consulting
 
 
 
Mercer
1,228

 
4,732

Oliver Wyman
577

 
2,047

Total Consulting
1,805

 
6,779

Corporate/Eliminations
(18
)
 
(57
)
Total Revenue
$
3,712

 
$
14,950

 
 
 
 
JLT 2018
 
 
 
Specialty (Marsh)
$
407

 
$
1,018

Reinsurance (Guy Carpenter)
48

 
156

Employee Benefits (Mercer)
96

 
269

Subtotal
551

 
1,443

Fiduciary Interest Income
5

 
13

Total Revenue
$
556

 
$
1,456

 
 
 
 
2018 Including JLT
 
 
 
Marsh
$
2,211

 
$
7,895

Guy Carpenter
150

 
1,442

Subtotal
2,361

 
9,337

Fiduciary Interest Income
24

 
78

Total Risk & Insurance Services
2,385

 
9,415

Consulting
 
 
 
Mercer
1,324

 
5,001

Oliver Wyman
577

 
2,047

Total Consulting
1,901

 
7,048

Corporate/Eliminations
(18
)
 
(57
)
Total Revenue
$
4,268

 
$
16,406


14