TIDMMHM 
 
 

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 third quarter ended September 30, 2020.

 

Dan Glaser, President and CEO, said: "Marsh & McLennan's strong performance in this period of uncertainty demonstrates our continued excellent execution and the resilience of our business. In the third quarter, we generated 9% adjusted operating income growth and 6% growth in adjusted EPS, despite a modest decline in underlying revenue. For the first nine months of 2020, we achieved 1% underlying revenue growth, 12% adjusted operating income growth and 9% adjusted EPS growth.

 

"I am proud of the extraordinary dedication of our colleagues in serving our clients and supporting each other."

 

Consolidated Results

 

Consolidated revenue in the third quarter of 2020 was $4.0 billion, flat compared with the third quarter of 2019. Underlying revenue declined 1% compared to the prior period. Operating income was $540 million compared with $467 million in the prior year. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 9% to $638 million. Net income attributable to the Company was $316 million, or $0.62 per diluted share, compared with $0.59 in the third quarter of 2019. Adjusted earnings per share increased 6% to $0.82 compared with $0.77 for the prior year period.

 

For the nine months ended September 30, 2020, consolidated revenue was $12.8 billion, an increase of 3%, or 1% on an underlying basis. Operating income was $2.5 billion, while adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 12% to $2.8 billion. Net income attributable to the Company was $1.6 billion. Fully diluted earnings per share was $3.21 compared with $2.64 in the first nine months of 2019. Adjusted earnings per share increased 9% to $3.77 compared with $3.47 for the comparable period in 2019.

 

Risk & Insurance Services

 

Risk & Insurance Services revenue was $2.3 billion in the third quarter of 2020, an increase of 4%, or 2% on an underlying basis. Operating income was $333 million compared with $218 million in the third quarter of 2019. Adjusted operating income was $388 million, an increase of 24% compared with $313 million in the prior year period. For the nine months ended September 30, 2020, revenue was $7.8 billion, an increase of 8%, or 3% on an underlying basis. Operating income increased 28% to $1.9 billion, and adjusted operating income rose 20% to $2.1 billion.

 

Marsh's revenue in the third quarter was $2.0 billion, an increase of 3% on an underlying basis. In US/Canada, underlying revenue rose 5%. International operations produced 2% underlying revenue growth with 4% growth in Asia Pacific, 2% growth in Latin America and flat in EMEA on an underlying basis. For the nine months ended September 30, 2020, Marsh's underlying revenue growth was 3%.

 

Guy Carpenter's revenue in the third quarter was $274 million, flat on an underlying basis, compared with the third quarter 2019. For the nine months ended September 30, 2020, Guy Carpenter's underlying revenue growth was 6%.

 

Consulting

 

Consulting revenue in the third quarter was $1.7 billion, a decrease of 5%, or 4% decline on an underlying basis. Operating income decreased 12% to $278 million, and adjusted operating income decreased 5% to $306 million. For the first nine months of 2020, revenue was $5.1 billion, a decrease of 4%, or 2% decline on an underlying basis. Operating income of $815 million decreased 7%, and adjusted operating income decreased 6% to $860 million.

 

Mercer's revenue was $1.2 billion in the third quarter, a decrease of 3% on an underlying basis. Health, with revenue of $430 million, was flat on an underlying basis compared with third quarter 2019. Wealth revenue of $566 million decreased 3% on an underlying basis, and Career revenue of $220 million was down 11% on an underlying basis. For the nine months ended September 30, 2020, Mercer's revenue was $3.6 billion, a decrease of 1% on an underlying basis.

 

Oliver Wyman's revenue was $480 million in the third quarter, a decrease of 6% on an underlying basis. For the first nine months ended September 30, 2020, Oliver Wyman's revenue was $1.5 billion, down 6% on an underlying basis.

 

Conference Call

 

A conference call to discuss third quarter 2020 results will be held today at 8:30 a.m. Eastern time. To participate in the teleconference, please dial +1 866 437 7574. Callers from outside the United States should dial +1 409 220 9376. The access code for both numbers is 8343803. The live audio webcast will be accessible at mmc.com, and a replay 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 solutions to help organizations reshape work, retirement, investment and health outcomes 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.

 

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:

   -- the financial and operational impact of COVID-19 on our revenue and 
      ability to generate new business, our overall level of profitability and 
      cash flow, and our liquidity, including the timeliness and collectability 
      of our receivables; 
 
   -- the impact of disruption in the credit or financial markets, or changes 
      to our credit ratings, including as a result of COVID-19, on our ability 
      to access capital or repay our significant outstanding indebtedness on 
      favorable terms and our compliance with the covenants contained in the 
      agreements that govern our indebtedness; 
 
   -- the impact from lawsuits, other contingent liabilities and loss 
      contingencies arising from errors and omissions, breach of fiduciary duty 
      or other claims against us, including claims related to pandemic 
      coverage; 
 
   -- the impact of investigations, reviews, or other activity by regulatory or 
      law enforcement authorities, including the ongoing U.K. FCA review of 
      legacy JLT enhanced transfer value advice; 
 
   -- the financial and operational impact of complying with laws and 
      regulations where we operate and the risks of noncompliance with such 
      laws, including anti-corruption laws such as the U.S. Foreign Corrupt 
      Practices Act, U.K. Anti-Bribery Act, trade sanctions regimes and 
      cybersecurity and data privacy regulations such as the E.U.'s General 
      Data Protection Regulation; 
 
   -- our ability to manage risks associated with our investment management and 
      related services business, particularly in the context of volatile equity 
      markets caused by COVID-19, including our ability to execute timely 
      trades in light of increased trading volume and to manage potential 
      conflicts of interest between investment consulting and fiduciary 
      management services; 
 
   -- 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; 
 
   -- our ability to attract and retain industry leading talent; 
 
   -- our ability to maintain adequate safeguards to protect the security of 
      our information systems and confidential, personal or proprietary 
      information, including those in the existing JLT information systems, 
      particularly given the increased risk of phishing and other cybersecurity 
      attacks or unauthorized dissemination of information caused by remote 
      work arrangements; 
 
   -- the regulatory, contractual and reputational risks that arise based on 
      insurance placement activities and various insurer revenue streams; 
 
   -- our ability to successfully recover if we experience a business 
      continuity problem due to cyberattack, natural disaster or otherwise; and 
 
   -- the impact of changes in tax laws, guidance and interpretations, 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.

 
 
Marsh & McLennan Companies, Inc. 
 Consolidated Statements of Income 
 (In millions, except per share figures) 
 (Unaudited) 
 
                   Three Months Ended   Nine Months Ended 
                    September 30,        September 30, 
                   2020        2019     2020      2019 
Revenue            $3,968      $3,968   $12,808   $12,388 
Expense: 
Compensation and 
 Benefits          2,495       2,437    7,479     7,256 
Other Operating 
 Expenses          933         1,064    2,834     3,047 
Operating 
 Expenses          3,428       3,501    10,313    10,303 
Operating Income   540         467      2,495     2,085 
Other Net Benefit 
 Credits           60          69       187       203 
Interest Income    1           4        5         34 
Interest Expense   (128  )     (133  )  (387   )  (394   ) 
Cost of Early 
 Extinguishment 
 of Debt           --          --       --        (32    ) 
Investment (Loss) 
 Income            (14   )     7        (47    )  20 
Acquisition 
 Related 
 Derivative 
 Contracts         --          --       --        (8     ) 
Income Before 
 Income Taxes      459         414      2,253     1,908 
Income Tax 
 Expense           139         108      586       531 
Net Income Before 
 Non-Controlling 
 Interests         320         306      1,667     1,377 
Less: Net Income 
 Attributable to 
 Non-Controlling 
 Interests         4           3        25        26 
Net Income 
 Attributable to 
 the Company       $316        $303     $1,642    $1,351 
Net Income Per 
Share 
Attributable to 
the Company: 
- Basic            $0.62       $0.60    $3.25     $2.67 
- Diluted          $0.62       $0.59    $3.21     $2.64 
Average Number 
of Shares 
Outstanding 
- Basic            507         506      506       506 
- Diluted          512         511      511       511 
Shares 
 Outstanding at 
 September 30      507         505      507       505 
 

The Company acquired JLT on April 1, 2019 and JLT's results are included in the Company's consolidated results of operations from that date.

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Three Months Ended September 30

 

(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.

 
 
                                                           Components of Revenue Change* 
                                               % Change                 Acquisitions/ 
                          Three Months Ended    GAAP       Currency      Dispositions/    Underlying 
                           September 30,        Revenue     Impact       Other Impact      Revenue 
                          2020        2019 
Risk and Insurance 
Services 
Marsh                     $2,009      $1,902   6   %       --           3     %           3   % 
Guy Carpenter             274         273      --          --           1     %           -- 
Subtotal                  2,283       2,175    5   %       --           2     %           3   % 
Fiduciary Interest 
 Income                   8           31 
Total Risk and Insurance 
 Services                 2,291       2,206    4   %       --           2     %           2   % 
Consulting 
Mercer                    1,216       1,280    (5) %       1 %          (2)   %           (3) % 
Oliver Wyman              480         505      (5) %       1 %          --                (6) % 
Total Consulting          1,696       1,785    (5) %       1 %          (2)   %           (4) % 
Corporate/Eliminations    (19   )     (23   ) 
Total Revenue             $3,968      $3,968   --          --           1     %           (1) % 
 

Revenue Details

 

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

 
 
                                                Components of Revenue Change* 
                 Three Months      % Change                 Acquisitions/ 
                 Ended September    GAAP        Currency     Dispositions/    Underlying 
                 30,                Revenue      Impact      Other Impact      Revenue 
                 2020    2019 
Marsh: 
EMEA             $536    $536      --           1    %      (1)  %            -- 
Asia Pacific     254     242       5    %       1    %      1    %            4    % 
Latin America    93      110       (15) %       (12) %      (5)  %            2    % 
Total 
 International   883     888       --           (1)  %      (1)  %            2    % 
U.S./Canada      1,126   1,014     11   %       --          6    %            5    % 
Total Marsh      $2,009  $1,902    6    %       --          3    %            3    % 
Mercer: 
Wealth           566     592       (4)  %       2    %      (3)  %            (3)  % 
Health           430     441       (3)  %       --          (3)  %            -- 
Career           220     247       (11) %       --          --                (11) % 
Total Mercer     $1,216  $1,280    (5)  %       1    %      (2)  %            (3)  % 
 
 
* Components of revenue change may not add due to rounding. 
 

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Nine Months Ended September 30

 

(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 nine months ended September 30, 2020 includes the results of JLT. The column "2019 Including JLT" includes JLT's prior year first quarter revenue (See reconciliation of non-GAAP measures on page 14).

 
 
                                                                                   Components of Revenue Change 
                                                                                    Including JLT* 
                                                                      % 
                                              %                        Change 
                                               Change    2019          Including               Acquisitions/ 
                          Nine Months Ended    GAAP       Including    JLT in      Currency     Dispositions/    Underlying 
                           September 30,       Revenue    JLT          2019         Impact      Other Impact      Revenue 
                          2020      2019 
Risk and Insurance 
Services 
Marsh                     $6,231    $5,795    8   %      $   6,027    3   %        (1)%        2     %           3   % 
Guy Carpenter             1,534     1,328     15  %      1,446        6   %        --          --                6   % 
Subtotal                  7,765     7,123     9   %      7,473        4   %        (1)%        1     %           4   % 
Fiduciary Interest 
 Income                   40        80                   85 
Total Risk and Insurance 
 Services                 7,805     7,203     8   %      7,558        3   %        (1)%        1     %           3   % 
Consulting 
Mercer                    3,616     3,695     (2) %      3,769        (4) %        (1)%        (2)   %           (1) % 
Oliver Wyman              1,458     1,563     (7) %      1,563        (7) %        --          --                (6) % 
Total Consulting          5,074     5,258     (4) %      5,332        (5) %        (1)%        (2)   %           (2) % 
Corporate/Eliminations    (71    )  (73    )             (73       ) 
Total Revenue             $12,808   $12,388   3   %      $   12,817   --           (1)%        --                1   % 
 

Revenue Details

 

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

 
 
                                                                      Components of Revenue Change 
                                                                       Including JLT* 
                                   %                     % Change 
                 Nine Months        Change    2019        Including               Acquisitions/ 
                 Ended September    GAAP      Including   JLT in      Currency     Dispositions/    Underlying 
                 30,                Revenue   JLT         2019         Impact      Other Impact      Revenue 
                 2020    2019 
Marsh: 
EMEA             $1,887  $1,821    4   %      $1,928     (2)  %       (1) %       (1)  %            1   % 
Asia Pacific     790     698       13  %      764        3    %       (1) %       --                4   % 
Latin America    283     304       (7) %      326        (13) %       (12)%       (4)  %            3   % 
Total 
 International   2,960   2,823     5   %      3,018      (2)  %       (2) %       (1)  %            2   % 
U.S./Canada      3,271   2,972     10  %      3,009      9    %       --          5    %            4   % 
Total Marsh      $6,231  $5,795    8   %      $6,027     3    %       (1) %       2    %            3   % 
Mercer: 
Wealth           1,719   1,748     (2) %      1,803      (5)  %       (1) %       (3)  %            (1) % 
Health           1,348   1,341     1   %      1,360      (1)  %       (1) %       (3)  %            3   % 
Career           549     606       (9) %      606        (9)  %       (1) %       --                (9) % 
Total Mercer     $3,616  $3,695    (2) %      $3,769     (4)  %       (1) %       (2)  %            (1) % 
 
 
 
* Components of revenue change may not add due to rounding. 
 

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures - Actual as Reported

Three Months Ended September 30

 

(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 nine months ended September 30, 2020 and 
2019. 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 nine 
months ended September 30, 2020 and 2019, adjusted operating margin is 
calculated by dividing the sum of adjusted operating income plus identified 
intangible asset amortization by consolidated or segment adjusted revenue. 
 
 
                       Risk & 
                       Insurance                    Corporate/ 
                       Services     Consulting       Eliminations     Total 
Three Months Ended 
September 30, 2020 
Operating income 
 (loss)                $333         $   278         $    (71  )       $540 
Operating margin       14.5%        16.4    %       N/A               13.6% 
Add (Deduct) impact 
of Noteworthy 
Items: 
Restructuring, 
 excluding JLT (a)     --           11              12                23 
Changes in contingent 
 consideration (b)     15           1               --                16 
JLT integration and 
 restructuring costs 
 (c)                   25           14              5                 44 
JLT 
 acquisition-related 
 costs (d)             15           1               (1        )       15 
Other                  --           1               (1        )       -- 
Operating income 
 adjustments           55           28              15                98 
Adjusted operating 
 income (loss)         $388         $   306         $    (56  )       $638 
Total identified 
 intangible 
 amortization 
 expense               $75          $   16          $    --           $91 
Adjusted operating 
 margin                20.2%        18.9    %       N/A               18.4% 
 
As Reported Results 
Three Months Ended 
September 30, 2019 
Operating income 
 (loss), as reported   $218         $   317         $    (68  )       $467 
Operating margin       9.9 %        17.7    %       N/A               11.8% 
Add (Deduct) impact 
of Noteworthy 
Items: 
Restructuring, 
 excluding JLT (a)     --           10              2                 12 
Changes in contingent 
 consideration (b)     5            1               --                6 
JLT integration and 
 restructuring costs 
 (c)                   58           5               14                77 
JLT 
 acquisition-related 
 costs (d)             16           1               4                 21 
Disposal of 
 businesses (e)        13           (14     )       --                (1  ) 
Other                  3            --              --                3 
Operating income 
 adjustments           95           3               20                118 
Adjusted operating 
 income (loss)         $313         $   320         $    (48  )       $585 
Total identified 
 intangible 
 amortization 
 expense               $73          $   11          $    --           $84 
Adjusted operating 
 margin                17.4%        18.7    %       N/A               16.9% 
 
 
 
(a) Corporate charges in 2020 primarily reflect restructuring costs related to 
the Company's corporate led initiatives. Consulting charges in both 2020 and 
2019 reflect severance related to the Mercer restructuring program. 
(b) Primarily includes the change in fair value of contingent consideration 
related to acquisitions and dispositions as measured each quarter. 
(c) Includes costs incurred for staff reductions, lease related exit costs as 
well as legal and consulting costs related to the JLT integration. 
(d) Reflects retention costs in both 2020 and 2019 and legal fees related to 
the closing of the JLT Transaction in 2019. 
(e) Reflects the loss on the sale in 2019 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. 
 

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures - Actual as Reported

Nine Months Ended September 30

 

(Millions) (Unaudited)

 

The information presented below represents the actual as reported data for the nine months ended September 30, 2020 and 2019. Results for the nine months ended September 30, 2019 do not include JLT's results of operations for the period January 1, 2019 through March 31, 2019.

 
 
                       Risk & 
                       Insurance                     Corporate/ 
                       Services      Consulting       Eliminations     Total 
Nine Months Ended 
September 30, 2020 
Operating income 
 (loss)                $1,883        $   815         $   (203 )        $2,495 
Operating margin       24.1  %       16.1    %       N/A               19.5  % 
Add (Deduct) impact 
of Noteworthy 
Items: 
Restructuring, 
 excluding JLT (a)     2             17              24                43 
Changes in contingent 
 consideration (b)     22            (2      )       2                 22 
JLT integration and 
 restructuring costs 
 (c)                   125           31              25                181 
JLT 
 acquisition-related 
 costs (d)             39            2               --                41 
Disposal of 
 businesses (e)        6             (4      )       --                2 
Other                  5             1               (1       )        5 
Operating income 
 adjustments           199           45              50                294 
Adjusted operating 
 income (loss)         $2,082        $   860         $   (153 )        $2,789 
Total identified 
 intangible 
 amortization 
 expense               $222          $   43          $   --            $265 
Adjusted operating 
 margin                29.5  %       17.8    %       N/A               23.8  % 
 
As Reported Results 
Nine Months Ended 
September 30, 2019 
Operating income 
 (loss), as reported   $1,468        $   874         $   (257 )        $2,085 
Operating margin       20.4  %       16.6    %       N/A               16.8  % 
Add (Deduct) impact 
of Noteworthy 
Items: 
Restructuring, 
 excluding JLT (a)     6             43              7                 56 
Changes in contingent 
 consideration (b)     24            2               --                26 
JLT integration and 
 restructuring costs 
 (c)                   134           10              48                192 
JLT 
 acquisition-related 
 costs (d)             81            1               51                133 
Disposal of business 
 (f)                   13            (14     )       --                (1    ) 
Other                  3             --              1                 4 
Operating income 
 adjustments           261           42              107               410 
Adjusted operating 
 income (loss)         $1,729        $   916         $   (150 )        $2,495 
Total identified 
 intangible 
 amortization 
 expense               $194          $   41          $   --            $235 
Adjusted operating 
 margin                26.6  %       18.3    %       N/A               22.0  % 
 
 
(a) Corporate charges in 2020 reflect restructuring and consulting costs 
related to the Company's corporate led initiatives, including adjustments to 
restructuring liabilities for future rent under non-cancellable leases. Risk & 
Insurance Services reflects severance and related charges from non-JLT merger 
integration costs. Consulting reflects severance related to the Mercer 
restructuring program. 
(b) Primarily includes the change in fair value of contingent consideration 
related to acquisitions and dispositions as measured each quarter. 
(c) Includes costs incurred for staff reductions, lease related exit costs as 
well as legal and consulting costs related to the JLT integration. 
(d) Reflects retention costs in 2020 and in 2019 retention costs, advisor 
fees, stamp duty taxes and legal fees related to the closing of the JLT 
Transaction. 2019 also includes the loss on the sale of JLT's aerospace 
business, included in revenue. This loss is removed from GAAP revenue in the 
calculation of adjusted operating income. 
(e) Reflects net loss on disposal of specialty businesses sold in the U.S., 
U.K. and Canada, previously acquired as part of the JLT Transaction. 
(f) Reflects the loss on the sale in 2019 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. 
 

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three and Nine Months Ended September 30,

 

(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. 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 nine month periods 
ended September 30, 2020 and 2019. The information presented below represents 
the actual as reported results for the three and nine month periods ended 
September 30, 2020 and 2019. Results for the nine months ended September 30, 
2019 do not include JLT's results of operations for the period January 1, 2019 
through March 31, 2019. 
 
 
 
                  Three Months Ended         Three Months Ended 
                   September 30, 2020         September 30, 2019 
                                 Adjusted                   Adjusted 
                  Amount         EPS         Amount         EPS 
Net income 
 before 
 non-controlling 
 interests, as 
 reported                $320                       $306 
Less: 
 Non-controlling 
 interest, net 
 of tax                  4                          3 
Subtotal                 $316    $0.62              $303    $0.59 
Operating income 
 adjustments      $98                        $118 
Investments 
 adjustment (a)   16                         (4  ) 
Pension 
 settlement 
 adjustment       --                         (2  ) 
Impact of income 
 taxes on above 
 items            (12 )                      (23 ) 
                         102     0.20               89      0.18 
Adjusted income, 
 net of tax              $418    $0.82              $392    $0.77 
 
                  Nine Months Ended          Nine Months Ended 
                   September 30, 2020         September 30, 2019 
                                 Adjusted                   Adjusted 
                  Amount         EPS         Amount         EPS 
Net income 
 before 
 non-controlling 
 interests, as 
 reported                $1,667                     $1,377 
Less: 
 Non-controlling 
 interest, net 
 of tax                  25                         26 
Subtotal                 $1,642  $3.21              $1,351  $2.64 
Operating income 
 adjustments      $294                       $410 
Investments 
 adjustment (a)   42                         (10 ) 
Pension 
 settlement 
 adjustment       --                         (2  ) 
Change in fair 
 value of 
 acquisition 
 related 
 derivative 
 contracts (b)    --                         8 
Financing costs 
 (c)              --                         53 
Interest on 
 funds held in 
 escrow (d)       --                         (25 ) 
Early 
 extinguishment 
 of debt          --                         32 
Impact of income 
 taxes on above 
 items            (50 )                      (45 ) 
                         286     0.56               421     0.83 
Adjusted income, 
 net of tax              $1,928  $3.77              $1,772  $3.47 
 
 
 
(a) The Company recorded mark-to-market losses of $1 million and gains of $4 
million for the three month periods ended September 30, 2020 and September 30, 
2019, respectively, and losses of $4 million and gains of $10 million for the 
nine month periods ended September 30, 2020 and September 30, 2019, 
respectively, which are included in investment (loss) income in the 
consolidated statements of income. 
During the second quarter of 2020, the Company sold a portion of its 
investment in Alexander Forbes ("AF"). The Company no longer accounts for this 
investment under the equity method, and records the change in fair value in 
each subsequent period as an investment gain or loss in the consolidated 
statement of income. The Company recorded a loss of $15 million in the third 
quarter of 2020 related to the change in the market value of AF from June 30, 
2020. The nine month period ended September 30, 2020 also reflects a loss of 
$23 million on the portion of AF sold in the second quarter of 2020. 
(b) 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. 
(c) Reflects interest expense on debt issuances and amortization of bridge 
financing fees related to the acquisition of JLT (prior to April 1, 2019). 
(d) Interest income earned on funds held in escrow related to the JLT 
acquisition (prior to April 1, 2019). 
 
 
Marsh & McLennan Companies, Inc. 
 Supplemental Information 
 Three and Nine Months Ended September 30, 
 (Millions) (Unaudited) 
 
                     Three Months Ended      Nine Months Ended 
                      September 30,           September 30, 
                     2020          2019      2020         2019 
Consolidated 
Compensation and 
 Benefits            $   2,495     $2,437    $   7,479    $7,256 
Other Operating 
 Expenses            933           1,064     2,834        3,047 
Total Expenses       $   3,428     $3,501    $   10,313   $10,303 
 
Depreciation and 
 amortization 
 expense             $   94        $85       $   282      $245 
Identified 
 intangible 
 amortization 
 expense             91            84        265          235 
Total                $   185       $169      $   547      $480 
 
Stock option 
 expense             $   4         $4        $   25       $23 
 
Risk and Insurance 
Services 
Compensation and 
 Benefits            $   1,400     $1,373    $   4,234    $4,012 
Other Operating 
 Expenses            558           615       1,688        1,723 
Total Expenses       $   1,958     $1,988    $   5,922    $5,735 
 
Depreciation and 
 amortization 
 expense             $   49        $43       $   146      $114 
Identified 
 intangible 
 amortization 
 expense             75            73        222          194 
Total                $   124       $116      $   368      $308 
 
Consulting 
Compensation and 
 Benefits            $   980       $967      $   2,911    $2,932 
Other Operating 
 Expenses            438           501       1,348        1,452 
Total Expenses       $   1,418     $1,468    $   4,259    $4,384 
 
Depreciation and 
 amortization 
 expense             $   29        $24       $   86       $75 
Identified 
 intangible 
 amortization 
 expense             16            11        43           41 
Total                $   45        $35       $   129      $116 
 

The Company acquired JLT on April 1, 2019 and JLT's results are included in the Company's consolidated results of operations from that date.

 
 
Marsh & McLennan Companies, Inc. 
 Consolidated Balance Sheets 
 (Millions) 
 
                                     (Unaudited) 
                                      September 30,     December 31, 
                                      2020               2019 
ASSETS 
Current assets: 
Cash and cash equivalents            $   2,388          $   1,155 
Net receivables                      5,236              5,236 
Other current assets                 688                677 
Total current assets                 8,312              7,068 
 
Goodwill and intangible assets       17,745             17,445 
Fixed assets, net                    864                858 
Pension related assets               1,825              1,632 
Right of use assets                  1,884              1,921 
Deferred tax assets                  623                676 
Other assets                         1,505              1,757 
TOTAL ASSETS                         $   32,758         $   31,357 
 
LIABILITIES AND EQUITY 
Current liabilities: 
Short-term debt                      $   1,216          $   1,215 
Accounts payable and accrued 
 liabilities                         2,662              2,746 
Accrued compensation and employee 
 benefits                            1,762              2,197 
Current lease liabilities            335                342 
Accrued income taxes                 318                179 
Dividends payable                    237                -- 
Total current liabilities            6,530              6,679 
 
Fiduciary liabilities                8,765              7,344 
Less - cash and investments held in 
 a fiduciary capacity                (8,765          )  (7,344       ) 
                                     --                 -- 
Long-term debt                       11,532             10,741 
Pension, post-retirement and 
 post-employment benefits            2,163              2,336 
Long-term lease liabilities          1,902              1,926 
Liabilities for errors and 
 omissions                           352                335 
Other liabilities                    1,450              1,397 
 
Total equity                         8,829              7,943 
TOTAL LIABILITIES AND EQUITY         $   32,758         $   31,357 
 
 
 
Marsh & McLennan Companies, Inc. 
 Consolidated Statements of Cash Flows 
 (Millions) (Unaudited) 
 
                                   Nine Months Ended September 30, 
                                   2020                  2019 
Operating cash flows: 
Net income before non-controlling 
 interests                         $    1,667            $   1,377 
Adjustments to reconcile net 
income to cash provided by 
operations: 
Depreciation and amortization      547                   480 
Non cash lease expense             241                   236 
Charge for early extinguishment 
 of debt                           --                    32 
Share-based compensation expense   219                   184 
Change in fair value of 
 acquisition-related derivative 
 contracts and other               48                    110 
 
Changes in Assets and 
Liabilities: 
Accrued compensation and employee 
 benefits                          (431            )     (281           ) 
Net receivables                    77                    (84            ) 
Other changes to assets and 
 liabilities                       58                    (184           ) 
Contributions to pension & other 
 benefit plans in excess of 
 current year expense/credit       (240            )     (269           ) 
Operating lease liabilities        (254            )     (240           ) 
Effect of exchange rate changes    67                    (70            ) 
Net cash provided by operations    1,999                 1,291 
Financing cash flows: 
Purchase of treasury shares        --                    (300           ) 
Net borrowings from term-loan and 
 credit facilities                 1,000                 300 
Net increase in commercial paper   --                    325 
Proceeds from issuance of debt     737                   6,459 
Repayments of debt                 (1,011          )     (760           ) 
Payments for early extinguishment 
 of debt                           --                    (585           ) 
Acquisition-related derivative 
 payments                          --                    (337           ) 
Net issuance of common stock from 
 treasury shares                   (33             )     43 
Net distributions of 
 non-controlling interests and 
 deferred/contingent 
 consideration                     (154            )     (153           ) 
Dividends paid                     (702            )     (655           ) 
Net cash provided by financing 
 activities                        (163            )     4,337 
Investing cash flows: 
Capital expenditures               (278            )     (284           ) 
Net sales of long-term 
 investments and other             98                    55 
Dispositions                       93                    225 
Acquisitions                       (559            )     (5,500         ) 
Net cash used for investing 
 activities                        (646            )     (5,504         ) 
Effect of exchange rate changes 
 on cash and cash equivalents      43                    23 
Increase in cash and cash 
 equivalents                       1,233                 147 
Cash and cash equivalents at 
 beginning of period               1,155                 1,066 
Cash and cash equivalents at end 
 of period                         $    2,388            $   1,213 
 

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures - 2019 Revenue Including JLT

Nine Months Ended September 30, 2019

 

(Millions) (Unaudited)

 

On April 1, 2019, the Company completed its previously announced acquisition of Jardine Lloyd Thompson Group, plc. JLT's results of operations for the three and nine month periods ended September 30, 2020 are included in the Company's results of operations for 2020. The Company's prior period 2019 results of operations do not include JLT's results for the three months ended March 31, 2019. 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 2020 revenue to the combined 2019 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 January 1, 2019. Consolidated revenue in 2019 for the nine months ended September 30, 2019 "MMC as previously reported" does not include JLT revenue for the period from January 1 to March 31, 2019. The "2019 Including JLT" revenue information set forth in the table below presents revenue information as if the companies were combined on January 1, 2019 and is not necessarily indicative of what the results would have been had we operated the business since January 1, 2019.

 

The MMC revenue amounts are as previously reported by the Company in its quarterly filings on Form 10-Q for the applicable periods. JLT 2019 revenue information is derived using the same policies and adjustments as 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.

 
 
                                  Nine Months Ended 
                                   September 30, 2019 
MMC As Previously Reported 
Risk & Insurance Services 
Marsh                             $    5,795 
Guy Carpenter                     1,328 
Subtotal                          7,123 
Fiduciary Interest Income         80 
Total Risk & Insurance Services   7,203 
Consulting 
Mercer                            3,695 
Oliver Wyman                      1,563 
Total Consulting                  5,258 
Corporate/Eliminations            (73                ) 
Total Revenue                     $    12,388 
 
JLT 2019 
Specialty (Marsh)                 $    232 
Reinsurance (Guy Carpenter)       118 
Employee Benefits (Mercer)        74 
Subtotal                          424 
Fiduciary Interest Income         5 
Total Revenue                     $    429 
 
2019 Including JLT 
Marsh                             $    6,027 
Guy Carpenter                     1,446 
Subtotal                          7,473 
Fiduciary Interest Income         85 
Total Risk & Insurance Services   7,558 
Consulting 
Mercer                            3,769 
Oliver Wyman                      1,563 
Total Consulting                  5,332 
Corporate/Eliminations            (73                ) 
Total Revenue Including JLT       $    12,817 
 

Media:

Erick R. Gustafson

Marsh & McLennan Companies

+1 202 263 7788

 

erick.gustafson@mmc.com

Investor:

Sarah DeWitt

Marsh & McLennan Companies

+1 212 345 6750

 

sarah.dewitt@mmc.com

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20201029005610/en/

 
    CONTACT: 

Marsh & McLennan Companies

 
    SOURCE: Marsh & McLennan 
Copyright Business Wire 2020 
 

(END) Dow Jones Newswires

October 29, 2020 07:03 ET (11:03 GMT)

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