SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 10-Q
_____________________________________________
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended March 31, 2024
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from________ to________.
____________________________________________
(212 ) 345-5000
_____________________________________________
Commission file number 1-5998
State of Incorporation: Delaware
I.R.S. Employer Identification No. 36-2668272
_____________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | ||||||||||||
| Non-Accelerated Filer | ☐ (Do not check if a smaller reporting company) | Smaller Reporting Company | ||||||||||||
| Emerging Growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of April 15, 2024, there were outstanding 492,724,025 shares of common stock, par value $1.00 per share, of the registrant.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility and inflation;
•the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations, or the operations of our third party vendors, and result in the disclosure of confidential client or company information;
•the impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment advisor, including claims related to our investment business’ ability to execute timely trades;
•the financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti Bribery Act and cybersecurity, data privacy and artificial intelligence regulations;
•our ability to attract, retain and develop industry leading talent;
•our ability to compete effectively and adapt to competitive pressures in each of our businesses, including from disintermediation as well as technological change, digital disruption and other types of innovation such as artificial intelligence;
•our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;
•the impact of changes in tax laws, guidance and interpretations, such as the implementation of the Organization for Economic Cooperation and Development international tax framework, or the increasing number of disagreements with and challenges by tax authorities in the current global tax environment; and
•the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams.
The factors identified above are not exhaustive. Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company") 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 the Company, 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 this Quarterly Report on Form 10-Q and our most recently filed Annual Report on Form 10-K.
2
TABLE OF CONTENTS
| ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) | |||||||
| ITEM 2. | ||||||||
| OF OPERATIONS | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
3
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements.
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2024 | 2023 | |||||||||
| Revenue | $ | $ | |||||||||
| Expense: | |||||||||||
| Compensation and benefits | |||||||||||
| Other operating expenses | |||||||||||
| Operating expenses | |||||||||||
| Operating income | |||||||||||
| Other net benefit credits | |||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Investment income | |||||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income before non-controlling interests | |||||||||||
| Less: Net income attributable to non-controlling interests | |||||||||||
| Net income attributable to the Company | $ | $ | |||||||||
| Net income per share attributable to the Company: | |||||||||||
| – Basic | $ | $ | |||||||||
| – Diluted | $ | $ | |||||||||
| Average number of shares outstanding: | |||||||||||
| – Basic | |||||||||||
| – Diluted | |||||||||||
| Shares outstanding at March 31, | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
4
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended March 31, | |||||||||||
(In millions) | 2024 | 2023 | |||||||||
| Net income before non-controlling interests | $ | $ | |||||||||
| Other comprehensive (loss) income, before tax: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Gain (loss) related to pension/post-retirement plans | ( | ||||||||||
| Other comprehensive (loss) income before tax | ( | ||||||||||
| Income tax expense (benefit) on other comprehensive loss | ( | ||||||||||
| Other comprehensive (loss) income, net of tax | ( | ||||||||||
| Comprehensive income | |||||||||||
| Less: comprehensive income attributable to non-controlling interest | |||||||||||
| Comprehensive income attributable to the Company | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
5
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (In millions, except share data) | (Unaudited) March 31, 2024 | December 31, 2023 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents held in a fiduciary capacity | |||||||||||
| Receivables | |||||||||||
| Commissions and fees | |||||||||||
| Advanced premiums and claims | |||||||||||
| Other | |||||||||||
| Less-allowance for credit losses | ( | ( | |||||||||
| Net receivables | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
Fixed assets (net of accumulated depreciation and amortization of $ | |||||||||||
| Pension related assets | |||||||||||
| Right of use assets | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
6
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
| (In millions, except share data) | (Unaudited) March 31, 2024 | December 31, 2023 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Accrued compensation and employee benefits | |||||||||||
| Current lease liabilities | |||||||||||
| Accrued income taxes | |||||||||||
| Dividends payable | |||||||||||
| Fiduciary liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension, post-retirement and post-employment benefits | |||||||||||
| Long-term lease liabilities | |||||||||||
| Liabilities for errors and omissions | |||||||||||
| Other liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Non-controlling interests | |||||||||||
Less – treasury shares, at cost, and | ( | ( | |||||||||
| Total equity | |||||||||||
| $ | $ | ||||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
7
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, | |||||||||||
(In millions) | 2024 | 2023 | |||||||||
| Operating cash flows: | |||||||||||
| Net income before non-controlling interests | $ | $ | |||||||||
| Adjustments to reconcile net income provided by operations: | |||||||||||
| Depreciation and amortization of fixed assets and capitalized software | |||||||||||
| Amortization of intangible assets | |||||||||||
| Non-cash lease expense | |||||||||||
| Adjustments and payments related to contingent consideration assets and liabilities | ( | ||||||||||
| Net gain on investments | ( | ( | |||||||||
| Net (gain) loss on disposition of assets | ( | ||||||||||
| Share-based compensation expense | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Net receivables | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accrued compensation and employee benefits | ( | ( | |||||||||
| Provision for taxes, net of payments and refunds | |||||||||||
| Contributions to pension and other benefit plans in excess of current year credit | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash used by operations | ( | ( | |||||||||
| Financing cash flows: | |||||||||||
| Purchase of treasury shares | ( | ( | |||||||||
| Net proceeds from issuance of commercial paper | |||||||||||
| Borrowings from term-loan and credit facilities | |||||||||||
| Proceeds from issuance of debt | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Shares withheld for taxes on vested units – treasury shares | ( | ( | |||||||||
| Issuance of common stock from treasury shares | |||||||||||
| Payments of deferred and contingent consideration for acquisitions | ( | ( | |||||||||
| Receipts of contingent consideration for dispositions | |||||||||||
| Distributions of non-controlling interests | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Change in fiduciary liabilities | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Investing cash flows: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchases of long term investments | ( | ( | |||||||||
| Sales of long term investments | |||||||||||
| Dispositions | ( | ||||||||||
| Acquisitions, net of cash and cash held in a fiduciary capacity acquired | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | ( | ||||||||||
| Decrease in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | ( | ( | |||||||||
| Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of period | |||||||||||
| Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets | |||||||||||
Balance at March 31, | 2024 | 2023 | |||||||||
| (In millions) | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents held in a fiduciary capacity | |||||||||||
| Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
8
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| Three Months Ended March 31, | |||||||||||
(In millions, except per share data) | 2024 | 2023 | |||||||||
| COMMON STOCK | |||||||||||
| Balance, beginning and end of period | $ | $ | |||||||||
| ADDITIONAL PAID-IN CAPITAL | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Change in accrued stock compensation costs | ( | ( | |||||||||
| Issuance of shares under stock compensation plans and employee stock purchase plans | |||||||||||
| Balance, end of period | $ | $ | |||||||||
| RETAINED EARNINGS | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Net income attributable to the Company | |||||||||||
| Dividend equivalents declared | ( | ( | |||||||||
| Dividends declared | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
| ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||
| Balance, beginning of period | $ | ( | $ | ( | |||||||
| Other comprehensive loss (income), net of tax | ( | ||||||||||
| Balance, end of period | $ | ( | $ | ( | |||||||
| TREASURY SHARES | |||||||||||
| Balance, beginning of period | $ | ( | $ | ( | |||||||
| Issuance of shares under stock compensation plans and employee stock purchase plans | |||||||||||
| Purchase of treasury shares | ( | ( | |||||||||
| Balance, end of period | $ | ( | $ | ( | |||||||
| NON-CONTROLLING INTERESTS | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Net income attributable to non-controlling interests | |||||||||||
| Distributions and other changes | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
| TOTAL EQUITY | $ | $ | |||||||||
| Dividends declared per share | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated statements.
9
MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Operations
Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this structure, the Company’s two business segments are Risk and Insurance Services and Consulting.
The Risk and Insurance Services segment ("RIS") includes risk management activities (risk advice, risk transfer, and risk control and mitigation solutions) as well as insurance and reinsurance broking and services for businesses, public entities, insurance companies, associations, professional services organizations, and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities.
2. Principles of Consolidation and Other Matters
The Company prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. For interim filings, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) have been omitted pursuant to such rules and regulations. The Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K").
The accompanied consolidated financial statements include all wholly-owned and majority owned subsidiaries. All significant inter-company transactions and balances have been eliminated.
The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three months ended March 31, 2024 and 2023.
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period.
On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The estimates are based on historical experience and on various other assumptions that the Company believes are reasonable.
Such matters include:
•estimates of revenue;
•impairment assessments and charges;
•recoverability of long-lived assets;
•liabilities for errors and omissions;
•deferred tax assets, uncertain tax positions and income tax expense;
•share-based and incentive compensation expense;
•the allowance for current expected credit losses on receivables;
10
•useful lives assigned to long-lived assets, and depreciation and amortization; and
•fair value estimates of contingent consideration receivable or payable related to acquisitions or dispositions.
The Company believes these estimates are reasonable based on information currently available at the time they are made. The Company also considered the potential impact of macroeconomic factors including from the multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility and inflation to its customer base in various industries and geographies. Insurance exposures subject to variable factors are subject to mid-term and end-of-term adjustments, as well as policy audits, which may reduce premiums and corresponding commissions. Estimates were updated based on internal and industry specific economic data. Actual results may differ from these estimates.
Cash and Cash Equivalents
Allowance for Credit Losses on Accounts Receivable
Investments
The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds.
The Company recorded net investment income of $1 million and $2 million for the three months ended March 31, 2024 and 2023, respectively.
Income Taxes
The Company's effective tax rate for the three months ended March 31, 2024 was 23.9 %, compared with 24.7 % for the corresponding quarter of 2023.
The tax rate in each period reflects the impact of discrete tax items such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, non-taxable adjustments related to contingent consideration for acquisitions, and valuation allowances for certain tax credits and attributes. The rate for the three months ended March 31, 2024 reflects the previously enacted change in the United Kingdom (U.K.) corporate income tax rate from 19% to 25%, which was effective April 1, 2023. The blended U.K. statutory tax rate for 2023 was 23.5%.
The excess tax benefit related to share-based payments is the most significant discrete item in both periods, reducing the effective tax rate by 2.3 % and 1.3 % for the three months ended March 31, 2024 and 2023, respectively.
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The Company's tax rate reflects its income, statutory tax rates, and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions.
Losses in one jurisdiction, generally, cannot offset earnings in another, and within certain jurisdictions profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitations.
The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits were $127 million at March 31, 2024, and $124 million at December 31, 2023. It is reasonably possible that the total amount of unrecognized tax benefits could decrease up to approximately $66 million within the next twelve months due to settlement of audits and expirations of statutes of limitations.
Restructuring Costs
Charges associated with restructuring activities are recognized in accordance with applicable accounting guidance which includes accounting for disposal or exit activities, guidance related to impairment of right-of-use ("ROU") assets related to real estate leases, as well as other costs resulting from accelerated depreciation or amortization of leasehold improvements and other property and equipment.
Severance and related costs are recognized based on amounts due under established severance plans or estimates of one-time benefits that will be provided. Typically, severance benefits are recognized when the impacted colleagues are notified of their expected termination and such termination is expected to occur within the legally required notification period. These costs are included in compensation and benefits in the consolidated statements of income.
Costs for real estate consolidation are recognized based on the type of cost, and the expected future use of the facility. For locations where the Company does not expect to sub-lease the property, the amortization of any ROU asset is accelerated from the decision date to the cease use date. For locations where the Company expects to sub-lease the properties subsequent to its vacating the property, the ROU asset is reviewed for potential impairment at the earlier of the cease use date or the date a sub-lease is signed. To determine the amount of impairment, the fair value of the ROU asset is determined based on the present value of the estimated net cash flows related to the property. Contractual costs outside of the ROU asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit. Such amounts are reliant on estimates of future sub-lease income to be received and future contractual costs to be incurred. These costs are included in other operating expenses in the consolidated statements of income. Other costs related to restructuring, such as moving, legal or consulting costs are recognized as incurred. These costs are included in other operating expenses in the consolidated statements of income.
Foreign Currency
12
3. Revenue
The core principle of the revenue recognition guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To achieve this principle, the entity applies the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the entity satisfies a performance obligation. In accordance with the accounting guidance, a performance obligation is satisfied either at a "point in time" or "over time", depending on the nature of the product or service provided, and the specific terms of the contract with customers.
Other revenue included in the consolidated statements of income that is not from contracts with customers is less than 1 % of total revenue and is not presented as a separate line item.
The Company's revenue policies are provided in more detail in Note 2, Revenue, in the 2023 Form 10-K.
The following table disaggregates various components of the Company's revenue:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Marsh: | |||||||||||
| EMEA | $ | $ | |||||||||
| Asia Pacific | |||||||||||
| Latin America | |||||||||||
| Total International | |||||||||||
| U.S./Canada | |||||||||||
| Total Marsh | |||||||||||
| Guy Carpenter | |||||||||||
| Subtotal | |||||||||||
| Fiduciary interest income | |||||||||||
| Total Risk and Insurance Services | $ | $ | |||||||||
| Mercer: | |||||||||||
| Wealth | $ | $ | |||||||||
| Health | |||||||||||
| Career | |||||||||||
| Total Mercer | |||||||||||
| Oliver Wyman Group | |||||||||||
| Total Consulting | $ | $ | |||||||||
The following table provides contract assets and contract liabilities information from contracts with customers:
| (In millions) | March 31, 2024 | December 31, 2023 | |||||||||
| Contract assets | $ | $ | |||||||||
| Contract liabilities | $ | $ | |||||||||
The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to quota share reinsurance brokerage and contingent insurer revenue. The Company does not have the right to bill and collect revenue for quota share brokerage until the underlying policies written by the ceding insurer attach to the treaty. Estimated revenue related to the achievement of volume or loss ratio metrics cannot be billed or collected until all related policy placements are completed and the contingency is resolved.
13
Contract assets are included in other current assets in the Company's consolidated balance sheets. Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in current liabilities in the Company's consolidated balance sheets. Revenue recognized for the three months ended March 31, 2024 and 2023 that was included in the contract liability balance at the beginning of each of those periods was $315 million and $293 million, respectively.
The amount of revenue recognized for the three months ended March 31, 2024 and 2023 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share business and consulting contracts previously considered constrained was $14 million and $17 million, respectively.
The Company applies the practical expedient and does not disclose the value of unsatisfied performance obligations for (1) contracts with original contract terms of one year or less and (2) contracts where the Company has the right to invoice for services performed.
4. Fiduciary Assets and Liabilities
The Company, in its capacity as an insurance broker or agent, generally collects premiums from insureds and after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. The Company's fiduciary assets primarily include bank or short-term time deposits and liquid money market funds, classified as cash and cash equivalents. Since cash and cash equivalents held in a fiduciary capacity are not available for corporate use, they are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities.
Risk and Insurance Services revenue includes interest on fiduciary assets of $122 million and $91 million for the three months ended March 31, 2024 and 2023, respectively.
Net uncollected premiums and claims and the related payables were $15.2 billion at March 31, 2024, and $13.8 billion at December 31, 2023. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Accordingly, net uncollected premiums and claims and the related payables are not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.
5. Per Share Data
Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock.
Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares.
| Basic and Diluted EPS Calculation | Three Months Ended March 31, | ||||||||||
| (In millions, except per share data) | 2024 | 2023 | |||||||||
| Net income before non-controlling interests | $ | $ | |||||||||
| Less: Net income attributable to non-controlling interests | |||||||||||
| Net income attributable to the Company | $ | $ | |||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Dilutive effect of potentially issuable common shares | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Average stock price used to calculate common stock equivalents | $ | $ | |||||||||
14
6. Supplemental Disclosures to the Consolidated Statements of Cash Flows
The following table provides additional information concerning acquisitions, interest and income taxes paid for the three months ended March 31, 2024 and 2023:
| (In millions) | 2024 | 2023 | |||||||||
| Assets acquired, excluding cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $ | $ | |||||||||
| Acquisition-related deposit | |||||||||||
| Fiduciary liabilities assumed | ( | ||||||||||
| Liabilities assumed | ( | ( | |||||||||
| Contingent/deferred purchase consideration | ( | ( | |||||||||
| Net cash outflow for acquisitions | $ | $ | |||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Interest paid | $ | $ | ||||||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||||||||
The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt or payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).
The following amounts are included in the consolidated statements of cash flows as operating and financing activities:
For the Three Months Ended March 31, | |||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Operating: | |||||||||||
| Contingent consideration payments for prior year acquisitions | $ | ( | $ | ||||||||
| Receipt of contingent consideration for dispositions | |||||||||||
| Acquisition/disposition related net charges for adjustments | |||||||||||
| Adjustments and payments related to contingent consideration | $ | ( | $ | ||||||||
| Financing: | |||||||||||
| Contingent consideration for prior year acquisitions | $ | ( | $ | ( | |||||||
| Deferred consideration related to prior year acquisitions | ( | ( | |||||||||
| Payments of deferred and contingent consideration for acquisitions | $ | ( | $ | ( | |||||||
| Receipts of contingent consideration for dispositions | $ | $ | |||||||||
The Company had non-cash issuances of common stock in accordance with its share-based payment plan of $309 million and $290 million for the three months ended March 31, 2024 and 2023, respectively.
The Company recorded share-based compensation expense related to restricted stock units, performance stock units and stock options of $103 million and $99 million for the three months ended March 31, 2024 and 2023, respectively.
15
7. Other Comprehensive (Loss) Income
The changes, net of tax, in the balances of each component of AOCI for the three months ended March 31, 2024 and 2023, including amounts reclassified out of AOCI, are as follows:
| (In millions) | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||
Balance at January 1, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||
Balance at March 31, 2024 (a) | $ | ( | $ | ( | $ | ( | |||||||||||
| (In millions) | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||
Balance at January 1, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ||||||||||||||||
Balance at March 31, 2023 (a) | $ | ( | $ | ( | $ | ( | |||||||||||
(a)At March 31, 2024 and 2023, balances are net of deferred tax assets in pension and post-retirement plans gains (losses) of $1.5 billion and $1.4 billion, respectively.
The components of other comprehensive (loss) income for the three months ended March 31, 2024 and 2023 are as follows:
Three Months Ended March 31, | 2024 | 2023 | |||||||||||||||||||||
| (In millions) | Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax (Credit) | Net of Tax | |||||||||||||||||
| Foreign currency translation adjustments | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||
| Pension/post-retirement plans: | |||||||||||||||||||||||
| Amortization of (gains) losses included in net benefit (credit) cost: | |||||||||||||||||||||||
Net actuarial losses (a) | |||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Pension/post-retirement plans gains (losses) | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) income | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||
(a) Included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense.
16
8. Acquisitions and Dispositions
The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated values of the net tangible assets and the identifiable intangible assets purchased, which typically consist of customer relationships, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. The Company estimates the fair value of purchased intangible assets, primarily using the income approach, by determining the present value of future cash flows over the remaining economic life of the respective assets. The significant estimates and assumptions used in this approach include the determination of the discount rate, economic life, future revenue growth rates, expected account attrition rates and earnings margins. Refinement and completion of final valuation of net assets acquired could affect the carrying value of tangible assets, goodwill and identifiable intangible assets.
The Risk and Insurance Services segment completed 2 acquisitions for the three months ended March 31, 2024:
•January – Marsh acquired NOSCO Insurance Service Company Ltd., a Japan-based insurance broker that provides affinity type schemes, corporate and personal lines insurance.
•March – Marsh & McLennan Agency ("MMA") acquired Lousiana-based insurance brokers, Querbes & Nelson ("Q&N") and Louisiana Companies. Q&N offers business insurance, employee benefits, and alternative risk financing consulting to a variety of businesses with specific expertise in energy services, commercial contractors, and transportation. Louisiana Companies provides business and personal lines insurance to businesses and individuals with specific expertise in the construction, manufacturing, distributor, healthcare, and hospitality industries.
The Consulting segment completed 4 acquisitions for the three months ended March 31, 2024:
•February – Oliver Wyman Group acquired SeaTec Consulting Inc., a Georgia-based firm that provides consulting, engineering, and digital expertise across the aviation, aerospace and defense, and transportation industries.
•March – Mercer acquired Vanguard's Institutional Advisory Services business unit, a Pennsylvania-based outsourced chief investment officer ("OCIO") business, that provides investment management services for not-for-profit organizations and other institutional investors in the U.S. Mercer also acquired The Talent Enterprise, a United Arab Emirates-based psychometric and talent assessment technology company, that provides talent assessment tools and talent capability development solutions. Oliver Wyman Group acquired Innopay NL B.V., a Netherlands-based consultancy firm that delivers strategy, scheme development, and execution in the domain of digital payments, open finance, digital identity and data sharing.
Total purchase consideration for acquisitions made for the three months ended March 31, 2024 was $359 million, which consisted of cash paid of $308 million and deferred and estimated contingent purchase consideration of $51 million. Contingent purchase consideration arrangements are generally based on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of 2 to 4 years. The fair value of contingent purchase consideration was based on projected revenue and earnings of the acquired entities.
For the three months ended March 31, 2024, the Company also paid $3 million of deferred purchase consideration and $26 million of contingent purchase consideration related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment until purchase accounting is finalized.
17
The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed in 2024, based on the estimated fair values for the acquisitions as of their respective acquisition dates.
Acquisitions through March 31, 2024 | |||||
| (In millions) | |||||
| Cash | $ | ||||
| Estimated fair value of deferred/contingent purchase consideration | |||||
| Total consideration | $ | ||||
| Allocation of purchase price: | |||||
| Cash and cash equivalents | $ | ||||
| Cash and cash equivalents held in a fiduciary capacity | |||||
| Net receivables | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Fixed assets, net | |||||
| Right of use assets | |||||
| Other assets | |||||
| Total assets acquired | |||||
| Current liabilities | |||||
| Fiduciary liabilities | |||||
| Other liabilities | |||||
| Total liabilities assumed | |||||
| Net assets acquired | $ | ||||
The purchase price allocation for assets acquired and liabilities assumed is based on estimates that are preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments must be finalized during the measurement period, which for a particular asset, liability, or non-controlling interest ends once the acquirer determines that either (1) the necessary information has been obtained or (2) the information is not available. However, the measurement period for all items is limited to 1 year from the acquisition date.
Items subject to change include:
•amounts of intangible assets, fixed assets, capitalized software assets and right-of-use assets, subject to finalization of valuation efforts;
•amounts for contingencies, pending the finalization of the Company’s assessment of the portfolio of contingencies;
•amounts for deferred tax assets and liabilities, pending the finalization of valuations of the assets acquired, liabilities assumed and associated goodwill discussed below; and
•amounts for income tax assets, receivables and liabilities, pending the filing of the acquired companies' pre-acquisition income tax returns and receipt of information from taxing authorities which may change certain estimates and assumptions used.
The estimation of fair value requires numerous judgments, assumptions and estimates about future events and uncertainties, which could materially impact these values, and the related amortization, where applicable, in the Company’s results of operations.
18
The following table provides information about other intangible assets acquired in 2024:
Other intangible assets through March 31, 2024 (In millions) | Amount | Weighted Average Amortization Period | ||||||||||||
| Client relationships | $ | |||||||||||||
| Other | ||||||||||||||
| Total other intangible assets | $ | |||||||||||||
The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three months ended March 31, 2024, include revenue of approximately $14 million and an operating loss of $6 million for acquisitions made in 2024.
The Company incurred approximately $3 million and $17 million of integration expenses for the three months ended March 31, 2024 and 2023, respectively, for the Westpac Transaction, primarily for technology, consulting, legal and people related costs. Acquisition and integration costs are included in other operating expenses in the Company's consolidated statements of income.
Dispositions
On January 1, 2024, the Company sold its Mercer U.K pension administration and U.S. health and benefits administration businesses for approximately $114 million and recorded a net gain of $21 million, which is included in revenue in the consolidated statements of income.
As part of the disposition of the businesses, the Company incurred exit costs of $18 million. These costs are included in expenses in the Company's consolidated statements of income.
Prior year acquisitions
The Risk and Insurance Services segment completed 9 acquisitions in 2023:
•May – Marsh acquired Austral Insurance Brokers Pty Ltd, an Australia-based insurance broker that provides risk advice services and business insurance solutions in the labor hire, mining services, transport, manufacturing, agribusiness, retail and professional services sectors.
•June – Guy Carpenter acquired Re Solutions, an Israel-based reinsurance broker with actuarial and analytics capabilities and solutions, including an extensive facultative reinsurance offering, and MMA acquired SOLV Risk Solutions, LLC, a Texas-based risk management advisory services firm.
•July – MMA acquired Integrity HR, Inc., a Kentucky-based human resources consulting firm and Trideo Systems, an Illinois-based risk management information systems provider for health care organizations, and Marsh acquired Asprose Corredora de Seguros, a Costa Rica-based insurance broker that provides insurance brokerage and risk advisory services to commercial organizations.
•August – MMA acquired Graham Company, a Pennsylvania-based risk management consultancy and insurance and employee benefits broker, specializing in construction, real estate, manufacturing and distribution, health and human services and professional services.
•September – MMA acquired Blue Water Insurance LLC, a Kentucky-based employee health and benefits insurance broker.
•November – Marsh acquired HIG Australia Holdco Pty Ltd ("Honan Insurance Group"), an Australia-based insurance broker in the areas of corporate risk, employee benefits, and strata and real estate insurance.
The Consulting segment completed 5 acquisitions in 2023:
•March – Mercer acquired Leapgen LLC, a Minnesota-based human resources consulting technology advisory firm focused on digital strategy and transformation, workforce solutions, and improving employee experience.
•April – Mercer acquired Westpac Banking Corporation’s ("Westpac") financial advisory business, Advance Asset Management, and completed the transfer from Westpac of BT Financial Group's personal and corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Westpac Transaction"). Oliver Wyman Group acquired the business of Gorman Actuarial, Inc., a Massachusetts-based life and health actuarial consultant business.
19
•July – Oliver Wyman Group acquired the actuarial consulting business of ISC Strategies Consulting, Inc., a Florida-based life insurance and actuarial consulting firm.
•October – Mercer acquired BT Financial Group's Private Portfolio Management, an Australia-based wealth management business that provides investment solutions to not-for-profit organizations, high-net worth clients and their financial advisers.
Total purchase consideration for acquisitions made for the three months ended March 31, 2023 was approximately $15 million, which consisted of cash paid of $11 million and deferred and estimated contingent purchase consideration of $4 million. Contingent purchase consideration arrangements are generally based primarily on EBITDA or revenue targets over a period of 2 to 4 years.
For the first three months of 2023, the Company also paid $12 million of deferred purchase consideration and $1 million of contingent purchase consideration related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized.
Prior year dispositions
In January 2023, the Company entered into an agreement for the sale of an individual financial advisory business in Canada which was completed in May 2023. As a result, the Company recorded a loss of $19 million for the three months ended March 31, 2023, primarily related to the write-down of the customer relationship intangible assets. The loss is included in revenue in the consolidated statements of income.
In connection with the disposition of the Mercer U.S. affinity business in 2022, the Company transferred to the buyer an additional $20 million of cash and cash equivalents held in a fiduciary capacity in the first quarter of 2023.
Purchase of remaining non-controlling interest
In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million.
Pro-Forma Information
The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company in 2024 and 2023. In accordance with accounting guidance related to pro-forma disclosures, the information presented for acquisitions made in 2024 is as if they occurred on January 1, 2023, and reflects acquisitions made in 2023, as if they occurred on January 1, 2022.
The unaudited pro-forma information includes the effects of amortization of acquired intangibles in all years. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2024 | 2023 | |||||||||
| Revenue | $ | $ | |||||||||
| Net income attributable to the Company | $ | $ | |||||||||
| Basic net income per share attributable to the Company | $ | $ | |||||||||
| Diluted net income per share attributable to the Company | $ | $ | |||||||||
20
9. Goodwill and Other Intangibles
The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate an impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. The reporting unit level is defined as the same level as the Company's operating segments. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test.
In 2023, the Company performed a quantitative goodwill impairment assessment. Fair values for the reporting units were estimated using both an income and market valuation approach. The carrying values were based on balances at June 30, 2023 and included directly identified assets and liabilities, as well as an allocation of those assets and liabilities not recorded at the reporting unit level. The Company concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded the carrying value.
Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and assessed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature. Based on its assessment, the Company concluded that other intangible assets were not impaired. The Company had no
Changes in the carrying amount of goodwill are as follows:
| (In millions) | 2024 | 2023 | |||||||||
| Balance at January 1, | $ | $ | |||||||||
| Goodwill acquired | |||||||||||
Other adjustments (a) | ( | ||||||||||
Balance at March 31, | $ | $ | |||||||||
(a) Primarily reflects the impact of foreign exchange.
The goodwill from acquisitions in 2024 and 2023 consists largely of the synergies and economies of scale expected from combining the operations of the Company and the acquired entities and the trained and assembled workforce acquired.
The goodwill acquired in 2024 included approximately $38 million and $81 million in the Risk and Insurance Services and Consulting segments, respectively, which is deductible for tax purposes.
Goodwill allocated to the Company’s reportable segments at March 31, 2024, is $13.2 billion for Risk and Insurance Services and $4.1 billion for Consulting.
The gross cost and accumulated amortization of other identified intangible assets at March 31, 2024 and December 31, 2023 are as follows:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| (In millions) | Gross Cost | Accumulated Amortization | Net Carrying Amount | Gross Cost | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||
| Client relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Other (a) | |||||||||||||||||||||||||||||||||||
| Other intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Primarily non-compete agreements, trade names and developed technology.
Aggregate amortization expense for the three months ended March 31, 2024 and 2023, was $90 million and $85 million, respectively.
21
The estimated future aggregate amortization expense is as follows:
For the Years Ending December 31, | |||||
(In millions) | Estimated Expense | ||||
2024 (excludes amortization through March 31, 2024) | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Subsequent years | |||||
| Total future amortization | $ | ||||
10. Fair Value Measurements
Fair Value Hierarchy
The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:
Level 1.Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds).
Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.
Level 2.Assets and liabilities whose values are based on the following:
a)quoted prices for similar assets or liabilities in active markets;
b)quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
c)pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
d)pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).
Level 3.Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
Assets and liabilities measured using Level 3 inputs relate to assets and liabilities for contingent purchase consideration.
Valuation Techniques
Equity Securities, Money Market Funds and Mutual Funds – Level 1
Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued at a readily determinable price.
22
Contingent Purchase Consideration Assets and Liabilities – Level 3
Purchase consideration for some acquisitions and dispositions made by the Company include contingent consideration arrangements. Contingent consideration arrangements are based primarily on EBITDA or revenue targets over a period of 2 to 4 years. The fair value of the contingent purchase consideration asset and liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired and disposed entities.
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:
| Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||||||||||||
| (In millions) | 03/31/24 | 12/31/23 | 03/31/24 | 12/31/23 | 03/31/24 | 12/31/23 | 03/31/24 | 12/31/23 | |||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Financial instruments owned: | |||||||||||||||||||||||||||||||||||
Exchange traded equity securities (a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Mutual funds (a) | |||||||||||||||||||||||||||||||||||
Money market funds (b) | |||||||||||||||||||||||||||||||||||
Contingent purchase consideration assets (c) | |||||||||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Fiduciary Assets: | |||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total fiduciary assets measured at fair value | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
Contingent purchase consideration liabilities (d) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(a) Included in other assets in the consolidated balance sheets.
(b) Included in cash and cash equivalents in the consolidated balance sheets.
(c) Included in other receivables in the consolidated balance sheets.
(d) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.
The Level 3 assets in the table reflect contingent purchase consideration from the sale of businesses.
For the three months ended March 31, 2024 and 2023, there were no assets or liabilities that were transferred between levels.
The following table sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2024 and 2023:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Balance at January 1, | $ | $ | ||||||||||||
| Net additions | ||||||||||||||
| Payments | ( | ( | ||||||||||||
| Revaluation impact | ||||||||||||||
| Other | ( | |||||||||||||
Balance at March 31, | $ | $ | ||||||||||||
23
Long-Term Investments
The Company has investments in public and private companies as well as certain private equity investments that are accounted for using the equity method of accounting. The carrying value of these investments was $272 million and $266 million at March 31, 2024 and December 31, 2023, respectively.
Investments in Public and Private Companies
The Company has investments in private insurance and consulting companies with a carrying value of $64 million and $63 million at March 31, 2024 and December 31, 2023, respectively. These investments are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments, some of which are on a one quarter lag basis.
Private Equity Investments
The Company's investments in private equity funds were $208 million and $203 million at March 31, 2024 and December 31, 2023, respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings its proportionate share of the change in fair value of the funds on the investment income line in the consolidated statements of income. These investments are included in other assets in the consolidated balance sheets. The Company recorded net investment losses from these investments of $1 million for the three months ended March 31, 2024 and investment gains of $3 million for the three months ended March 31, 2023.
At March 31, 2024, the Company has commitments of potential future investments of approximately $109 million in private equity funds that invest primarily in financial services companies.
Other Investments
The Company held equity investments with readily determinable market values at March 31, 2024 and December 31, 2023, of $18 million and $16 million, respectively. For the three months ended March 31, 2024, the Company recorded mark-to-market investment gains on these investments of $2 million. For the three months ended March 31, 2023, the Company recorded mark-to-market losses on these investments of $1 million.
11. Derivatives
Net Investment Hedge
The Company has investments in various subsidiaries with Euro functional currencies. As a result, the Company is exposed to the risk of fluctuations between the Euro and U.S. dollar exchange rates. The Company designated its €1.1 billion senior note debt instruments ("Euro notes") as a net investment hedge (the "hedge") of its Euro denominated subsidiaries. The hedge effectiveness is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80 % of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets.
24
12. Leases
The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 10 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. The Company’s leases have no restrictions on the payment of dividends, the acquisition of debt or additional lease obligations, or entering into additional lease obligations. The leases also do not contain significant purchase options.
Operating leases are recognized on the consolidated balance sheets as ROU assets and operating lease liabilities based on the present value of the remaining future minimum payments over the lease term at commencement date of the lease. The Company determined that $1 million and $8 million of its ROU assets were impaired and recorded a charge to the consolidated statements of income for the three months ended March 31, 2024 and 2023, respectively, with an offsetting reduction to ROU assets.
The following table provides additional information about the Company’s property leases:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Lease Cost: | ||||||||||||||
Operating lease cost (a) | $ | $ | ||||||||||||
| Short-term lease cost | ||||||||||||||
| Variable lease cost | ||||||||||||||
| Sublease income | ( | ( | ||||||||||||
| Net lease cost | $ | $ | ||||||||||||
| Other information: | ||||||||||||||
| Operating cash outflows from operating leases | $ | $ | ||||||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Weighted average remaining lease term – real estate | ||||||||||||||
| Weighted average discount rate – real estate leases | % | % | ||||||||||||
(a) Excludes ROU asset impairment charges.
Future minimum lease payments for the Company’s operating leases as of March 31, 2024 are as follows:
| (In millions) | Real Estate Leases | ||||
2024 (excludes payments through March 31, 2024) | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Subsequent years | |||||
| Total future lease payments | |||||
| Less: Imputed interest | ( | ||||
| Total | $ | ||||
| Current lease liabilities | $ | ||||
| Long-term lease liabilities | |||||
| Total lease liabilities | $ | ||||
Note: The above table excludes obligations for leases with original terms of 12 months or less which have not been recognized as a ROU asset or liability in the consolidated balance sheets.
At March 31, 2024, the Company had additional operating real estate leases that had not yet commenced of $55 million. These operating leases will commence over the next 12 months.
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13. Retirement Benefits
The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans.
The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:
| Combined U.S. and significant non-U.S. Plans | Pension Benefits | ||||||||||
| March 31, | 2024 | 2023 | |||||||||
| Weighted average assumptions: | |||||||||||
| Expected return on plan assets | % | % | |||||||||
| Discount rate | % | % | |||||||||
| Rate of compensation increase * | % | % | |||||||||
(*) There are no
The target asset allocation for the U.S. plans is 50 % equities and equity alternatives and 50 % fixed income. At March 31, 2024, the actual allocation for the U.S. plans was 51 % equities and equity alternatives, and 49 % fixed income. The target allocation for the U.K. plans at March 31, 2024 is 14 % equities and equity alternatives and 86 % fixed income. At March 31, 2024, the actual allocation for the U.K. plans was 14 % equities and equity alternatives and 86 % fixed income. The Company's U.K. plans comprised approximately 79 % of non-U.S. plan assets at December 31, 2023. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.
The net benefit cost or credit of the Company's defined benefit plans is measured on an actuarial basis using various methods and assumptions. The components of the net benefit credit for defined benefit plans are as follows:
| Combined U.S. and significant non-U.S. Plans | |||||||||||
For the Three Months Ended March 31, | Pension Benefits | ||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Recognized actuarial loss | |||||||||||
| Net benefit credit | $ | ( | $ | ( | |||||||
The following table provides the amounts reported in the consolidated statements of income:
| Combined U.S. and significant non-U.S. Plans | |||||||||||
For the Three Months Ended March 31, | Pension Benefits | ||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Compensation and benefits expense | $ | $ | |||||||||
| Other net benefit credits | ( | ( | |||||||||
| Net benefit credit | $ | ( | $ | ( | |||||||
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| U.S. Plans only | |||||||||||
For the Three Months Ended March 31, | Pension Benefits | ||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Interest cost | $ | $ | |||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Recognized actuarial loss | |||||||||||
| Net benefit credit | $ | ( | $ | ( | |||||||
| Significant non-U.S. Plans only | |||||||||||
For the Three Months Ended March 31, | Pension Benefits | ||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Recognized actuarial loss | |||||||||||
| Net benefit credit | $ | ( | $ | ( | |||||||
The Company made contributions to its U.S. and non-U.S. defined benefit pension plans for the three months ended March 31, 2024 of approximately $24 million compared to contributions of $21 million for the corresponding quarter in the prior year. The Company expects to contribute approximately $69 million to its U.S. and non-U.S. defined benefit pension plans during the remainder of 2024.
Defined Contribution Plans
The Company maintains defined contribution plans ("DC Plans") for its employees, the most significant being in the U.S. and the U.K. The cost of the U.S. DC Plans was $49 million and $44 million for the three months ended March 31, 2024 and 2023, respectively. The cost of the U.K. DC Plans was $52 million and $43 million for the three months ended March 31, 2024 and 2023, respectively.
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14. Debt
The Company’s outstanding debt is as follows:
| (In millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Short-term: | ||||||||||||||
| Commercial paper | $ | $ | ||||||||||||
| Current portion of long-term debt | ||||||||||||||
| $ | $ | |||||||||||||
| Long-term: | ||||||||||||||
Senior notes – | $ | $ | ||||||||||||
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Mortgage – | ||||||||||||||
| Other | ||||||||||||||
| Less: current portion | ||||||||||||||
| $ | $ | |||||||||||||
The senior notes in the table are registered by the Company with the Securities and Exchange Commission and are not guaranteed.
In November 2023, the Company increased its short-term commercial paper financing program (the "Program") to $3.5 billion from $2.8 billion. The Company had previously increased the Program's capacity in October 2022 to $2.8 billion from $2.0 billion.
The Company had $50 million of commercial paper outstanding at March 31, 2024, at an average effective interest rate of 5.450 %. The Company had no commercial paper outstanding at December 31, 2023.
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Credit Facilities
In October 2023, the Company increased its multi-currency unsecured five-year credit facility (the "Credit Facility") capacity to $3.5 billion from $2.8 billion and extended the expiration to October 2028. The interest rate on the Credit Facility was initially based on LIBOR plus a fixed margin which varied with the Company's credit rating.
In the second quarter of 2023, the Credit Facility was amended so that that borrowings under the Credit Facility bear interest at a rate per annum, equal, at the Company's option, either at (a) SOFR benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings. The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly.
The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available, or in certain other circumstances, in which an alternative rate may be required. At March 31, 2024 and December 31, 2023, the Company had no
In October 2023, the Company terminated its one-year uncommitted revolving credit facility ("Uncommitted Credit Facility"). At March 31, 2023, the Company had $250 million borrowings outstanding under this facility with a weighted average interest rate of 5.19 %.
The Company also maintains other credit and overdraft facilities with various financial institutions aggregating $114 million and $113 million, at March 31, 2024 and December 31, 2023, respectively. There were no
The Company also has outstanding guarantees and letters of credit with various banks aggregating $128 million and $139 million, at March 31, 2024 and December 31, 2023, respectively.
Senior Notes
In March 2024, the Company repaid $1 billion of 3.875 % senior notes at maturity.
In February 2024, the Company issued $500 million of 5.150 % senior notes due 2034 and $500 million of 5.450 % senior notes due 2054. The Company intends to use the net proceeds from these issuances for general corporate purposes.
In October 2023, the Company repaid $250 million of 4.05 % senior notes at maturity.
In September 2023, the Company issued $600 million of 5.400 % senior notes due 2033 and $1 billion of 5.700 % senior notes due 2053. In March 2023, the Company issued $600 million of 5.450 % senior notes due 2053. The Company used the net proceeds from this issuance for general corporate purposes.
Fair Value of Short-term and Long-term Debt
The estimated fair value of the Company's short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (In millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| Short-term debt | $ | $ | $ | $ | |||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | |||||||||||||||||||
The fair value of the Company's short-term debt consists primarily of commercial paper and term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short-term and long-term debt would be classified as Level 2 in the fair value hierarchy.
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15. Restructuring Costs
In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. For the three months ended March 31, 2024, the Company has incurred $30 million of restructuring costs related to these activities, primarily severance. Any remaining costs are expected to be incurred by the end of 2024.
The Company incurred a total of $42 million for restructuring activities for the three months ended March 31, 2024, compared to $53 million for the corresponding quarter in the prior year. The Company incurred costs related to these initiatives as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Risk and Insurance Services | $ | $ | ||||||||||||
| Consulting | ||||||||||||||
| Corporate | ||||||||||||||
| Total | $ | $ | ||||||||||||
Details of the restructuring activity from January 1, 2023 through March 31, 2024, are as follows:
| (In millions) | Severance | Real Estate Related Costs (a) | Information Technology | Consulting and Other Outside Services | Total | ||||||||||||||||||||||||
Liability at 1/1/23 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
2023 charges | |||||||||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Non-cash charges | ( | ( | ( | ||||||||||||||||||||||||||
| Liability at 12/31/23 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
2024 charges | |||||||||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Non-cash charges | ( | ( | |||||||||||||||||||||||||||
Liability at 3/31/24 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) Includes ROU and fixed asset impairments and other real estate related costs.
16. Common Stock
The Company has a share repurchases program authorized by the Board of Directors. During the first three months of 2024, the Company repurchased 1.5 million shares of its common stock for $300 million.
At March 31, 2024, the Company remained authorized to repurchase up to approximately $2.9 billion in shares of its common stock. There is no time limit on the authorization. During the first three months of 2023, the Company repurchased 1.8 million shares of its common stock for $300 million.
The Company issued approximately 2.3 million and 1.8 million shares related to stock compensation and employee stock purchase plans during the first three months of 2024 and 2023, respectively.
In March 2024, the Board of Directors of the Company declared a quarterly dividend of $0.71 per share on outstanding common stock, payable in May 2024. In February 2024, the Company paid the quarterly dividend declared in January 2024 by the Company's Board of Directors of $0.71 per share on outstanding common stock.
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17. Claims, Lawsuits and Other Contingencies
Nature of Contingencies
The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the course of our business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims often seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims, the Company utilizes case level reviews by inside and outside counsel, and internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable. To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year.
Our activities are regulated under the laws of the U.S. and its various states, the U.K., the European Union (E.U.) and its member states, and the many other jurisdictions in which the Company operates. The Company also receives subpoenas in the ordinary course of business, and from time to time requests for information in connection with government investigations.
Current Matters
Risk and Insurance Services Segment
•In January 2019, the Company received a notice that the Administrative Council for Economic Defense anti-trust agency in Brazil had commenced an administrative proceeding against a number of insurance brokers, including both Marsh and JLT, and insurers "to investigate an alleged sharing of sensitive commercial and competitive confidential information" in the aviation insurance and reinsurance sector.
•From 2014, Marsh Ltd. was engaged by Greensill Capital (UK) Limited as its insurance broker. Marsh Ltd. placed a number of trade credit insurance policies for Greensill. On March 1, 2021, Greensill filed an action against certain of its trade credit insurers in Australia seeking a mandatory injunction compelling these insurers to renew coverage under expiring policies. Later that day, the Australian court denied Greensill’s application. Since then, a number of Greensill entities have filed for, or been subject to, insolvency proceedings, and several litigations and investigations have been commenced in the U.K., Australia, Germany, Switzerland and the U.S., including claims brought by Greensill's administrators and loss payees under Greensill's trade credit insurance policies. In June 2023, White Oak, one such loss payee, filed a claim in the High Court of Justice in London against Marsh Ltd., related to White Oak’s purchase of accounts receivable from Greensill. In November 2023, Credit Suisse, another loss payee, added Marsh Ltd. as a party to the omnibus trade credit insurance policy litigation among Greensill and its insurers and loss payees in Australia. The claims by both loss payees allege that Marsh Ltd., which was not the insurance broker for either White Oak or Credit Suisse, failed to take required steps to make complete and accurate representations to them in their respective capacities as loss payees.
Other Contingencies-Guarantees
In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee are partly reinsured by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by funds withheld by River Thames from the reinsurer. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee.
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From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit.
* * * * *
The pending proceedings described above and other matters not explicitly described in this Note 17 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages, fines, penalties or other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with the Financial Accounting Standards Board ("FASB") guidance on Contingencies - Loss Contingencies.
The Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period.
18. Segment Information
The Company is organized based on the types of services provided. Under this structure, the Company’s segments are:
•Risk and Insurance Services, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
•Consulting, comprising Mercer and Oliver Wyman Group.
The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1, Summary of Significant Accounting Policies, in the Company’s 2023 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.
Selected information about the Company’s segments for the three months ended March 31, 2024 and 2023 is as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | Revenue | Operating Income/(Loss) | ||||||||||||
2024 – | ||||||||||||||
| Risk and Insurance Services | $ | (a) | $ | |||||||||||
| Consulting | (b) | |||||||||||||
| Total Segments | ||||||||||||||
| Corporate/Eliminations | ( | ( | ||||||||||||
| Total Consolidated | $ | $ | ||||||||||||
2023 – | ||||||||||||||
| Risk and Insurance Services | $ | (a) | $ | |||||||||||
| Consulting | (b) | |||||||||||||
| Total Segments | ||||||||||||||
| Corporate/Eliminations | ( | ( | ||||||||||||
| Total Consolidated | $ | $ | ||||||||||||
(a)Includes interest income on fiduciary funds of $122 million and $91 million in 2024 and 2023, respectively.
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Details of operating segment revenue for the three months ended March 31, 2024 and 2023 are as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Risk and Insurance Services | |||||||||||
| Marsh | $ | $ | |||||||||
| Guy Carpenter | |||||||||||
| Total Risk and Insurance Services | |||||||||||
| Consulting | |||||||||||
| Mercer | |||||||||||
| Oliver Wyman Group | |||||||||||
| Total Consulting | |||||||||||
| Total Segments | |||||||||||
| Corporate Eliminations | ( | ( | |||||||||
| Total | $ | $ | |||||||||
19. New Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued an accounting standard update on income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The new guidance requires that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, all entities are required to disclose on an annual basis the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. An entity should apply the amendments in the standard prospectively, even though retrospective application is permitted. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company") is a global professional services firm in the areas of risk, strategy and people. The Company helps clients build the confidence to thrive through the power of perspective of its four market-leading businesses. With annual revenue of $23 billion, the Company has more than 85,000 colleagues advising clients in over 130 countries.
Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. 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, shape retirement and investment outcomes, and unlock health and well-being for a changing workforce. Oliver Wyman Group serves as a critical strategic, economic and brand advisor to private sector and governmental clients. The four businesses also collaborate together to deliver new solutions to help clients manage complex and interconnected risks.
The Company conducts business through two segments:
•Risk and Insurance Services includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh and Guy Carpenter.
•Consulting includes health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company's consolidated results for the three months ended March 31, 2024, compared to the corresponding period in 2023, and should be read in conjunction with the consolidated financial statements and notes. This section also includes a discussion of the key drivers impacting the Company's financial results of operations both on a consolidated basis and by reportable segments.
We describe the primary sources of revenue and categories of expense for each segment in the discussion of segment financial results. A reconciliation of segment operating income to total operating income is included in Note 18, Segment Information, in the notes to the consolidated financial statements included in Part I, Item 1, of this report.
For information and comparability of the Company's results of operations and liquidity and capital resources for the three months ended March 31, 2023, refer to "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-Q for the quarter ended March 31, 2023.
This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.
Non-GAAP measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (U.S.), referred to as in accordance with "GAAP" or "reported" results. The Company also refers to and presents a non-GAAP financial measure in non-GAAP revenue, within the meaning of Regulation G and Item 10(e) of Regulation S-K in accordance with the Securities Exchange Act of 1934. The Company has included a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP as part of the consolidated revenue and expense discussion. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The Company believes this non-GAAP financial measure provides useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses this measure internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider this non-GAAP measure in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies.
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Financial Highlights
•Consolidated revenue for the three months ended March 31, 2024 was $6.5 billion, an increase of 9%, on a reported and underlying basis.
•Consolidated operating income increased $199 million, or 12% to $1.9 billion for the three months ended March 31, 2024, compared to the corresponding quarter in the prior year. Net income attributable to the Company was $1.4 billion. Earnings per share on a diluted basis increased to $2.82 from $2.47, or 14%, compared to the corresponding quarter in the prior year.
•Risk and Insurance Services revenue for the three months ended March 31, 2024 was $4.3 billion, an increase of 9%, on a reported and underlying basis. Operating income was $1.6 billion, compared with $1.4 billion for the corresponding quarter in the prior year.
•Consulting revenue for the three months ended March 31, 2024 was $2.2 billion, an increase of 9%, on a reported and underlying basis. Operating income was $432 million, compared with $411 million for the corresponding quarter in the prior year.
•The Company completed 6 acquisitions in the first quarter of 2024, the largest being the acquisition of Vanguard's Institutional Advisory Services business unit ("Vanguard") in the Consulting segment and the acquisition of Louisiana-based insurance brokers, Querbes & Nelson and Louisiana Companies in the Risk and Insurance Services segment.
•On January 1, 2024, the Company completed the sale of its Mercer U.K. pension administration and U.S. health and benefits administration businesses for approximately $114 million, and recorded a net gain of $21 million.
•In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054.
•In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity.
•In the first quarter of 2024, the Company repurchased 1.5 million shares of stock for $300 million.
•In March 2024, the Board of Directors of the Company declared a dividend of $0.71 per share on outstanding common stock, payable in May of 2024.
The macroeconomic and geopolitical environment including multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility and inflation could impact our business, financial condition, results of operations and cash flows. For more information about these risks, please see "Part I, Item 1A. Risk Factors" in our annual Report on Form 10-K for the year ended December 31, 2023.
For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.
Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
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Consolidated Results of Operations
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2024 | 2023 | |||||||||
| Revenue | $ | 6,473 | $ | 5,924 | |||||||
| Expense: | |||||||||||
| Compensation and benefits | 3,470 | 3,207 | |||||||||
| Other operating expenses | 1,078 | 991 | |||||||||
| Operating expenses | 4,548 | 4,198 | |||||||||
| Operating income | $ | 1,925 | $ | 1,726 | |||||||
| Income before income taxes | $ | 1,871 | $ | 1,664 | |||||||
| Net income before non-controlling interests | $ | 1,424 | $ | 1,252 | |||||||
| Net income attributable to the Company | $ | 1,400 | $ | 1,235 | |||||||
| Net income per share attributable to the Company: | |||||||||||
| – Basic | $ | 2.84 | $ | 2.50 | |||||||
| – Diluted | $ | 2.82 | $ | 2.47 | |||||||
| Average number of shares outstanding: | |||||||||||
| – Basic | 492 | 495 | |||||||||
| – Diluted | 497 | 500 | |||||||||
| Shares outstanding at March 31, | 493 | 495 | |||||||||
Consolidated operating income increased $199 million, or 12% to $1.9 billion for the three months ended March 31, 2024, compared to $1.7 billion for the corresponding quarter in the prior year, reflecting a 9% increase in revenue and an 8% increase in expenses. Revenue growth was driven by increases in both the Risk and Insurance Services and Consulting segments of 9%.
The increase in revenue for the three months ended March 31, 2024 reflects the continued demand for our advice and solutions, and growth in new business and renewals. Results also continued to benefit from growth in the global economy, inflation, higher insurance and reinsurance pricing, and an increase in fiduciary income due to higher funds and interest rates. In Consulting, revenue growth reflects the continued demand for our health and wealth solutions, and consulting services.
Expenses increased for the three months ended March 31, 2024 primarily due to compensation and benefits, driven by higher base salary and incentive compensation. Expenses in 2023 also included $51 million of insurance and indemnity recoveries for a legacy Jardine Lloyd Thompson Group plc ("JLT") errors and omissions ("E&O") matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the United Kingdom (U.K).
Diluted earnings per share increased to $2.82 from $2.47, or 14% for the three months ended March 31, 2024, compared to corresponding quarter in the prior year. The increase is primarily the result of higher operating income for the three months ended March 31, 2024, compared to the corresponding quarter in the prior year.
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Consolidated Revenue and Expense
Revenue – Non-GAAP Revenue and Components of Change
The Company advises clients in over 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP revenue measures the change in revenue from one period to the next by isolating these impacts on an underlying revenue basis. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The non-GAAP revenue measure is presented on a constant currency basis excluding the impact of foreign currency fluctuations. The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates.
The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.
The following tables present the Company's non-GAAP revenue for the three months ended March 31, 2024 and 2023 and the related non-GAAP underlying revenue change:
Three Months Ended March 31, (In millions, except percentages) | GAAP Revenue | % Change GAAP Revenue* | Non-GAAP Revenue | Non-GAAP Underlying Revenue* | |||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Risk and Insurance Services | |||||||||||||||||||||||
| Marsh | $ | 3,003 | $ | 2,744 | 9 | % | $ | 2,970 | $ | 2,744 | 8 | % | |||||||||||
| Guy Carpenter | 1,148 | 1,071 | 7 | % | 1,143 | 1,059 | 8 | % | |||||||||||||||
| Subtotal | 4,151 | 3,815 | 9 | % | 4,113 | 3,803 | 8 | % | |||||||||||||||
| Fiduciary interest income | 122 | 91 | 121 | 91 | |||||||||||||||||||
| Total Risk and Insurance Services | 4,273 | 3,906 | 9 | % | 4,234 | 3,894 | 9 | % | |||||||||||||||
| Consulting | |||||||||||||||||||||||
| Mercer | 1,425 | 1,344 | 6 | % | 1,405 | 1,320 | 6 | % | |||||||||||||||
| Oliver Wyman Group | 789 | 687 | 15 | % | 775 | 686 | 13 | % | |||||||||||||||
| Total Consulting | 2,214 | 2,031 | 9 | % | 2,180 | 2,006 | 9 | % | |||||||||||||||
| Corporate Eliminations | (14) | (13) | (14) | (13) | |||||||||||||||||||
| Total Revenue | $ | 6,473 | $ | 5,924 | 9 | % | $ | 6,400 | $ | 5,887 | 9 | % | |||||||||||
The following table provides more detailed revenue information for certain of the components presented in the previous table:
Three Months Ended March 31, (In millions, except percentages) | GAAP Revenue | % Change GAAP Revenue* | Non-GAAP Revenue | Non-GAAP Underlying Revenue* | |||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Marsh: | |||||||||||||||||||||||
| EMEA | $ | 1,025 | $ | 932 | 10 | % | $ | 1,014 | $ | 932 | 9 | % | |||||||||||
| Asia Pacific | 336 | 312 | 8 | % | 330 | 312 | 6 | % | |||||||||||||||
| Latin America | 125 | 115 | 8 | % | 124 | 115 | 8 | % | |||||||||||||||
| Total International | 1,486 | 1,359 | 9 | % | 1,468 | 1,359 | 8 | % | |||||||||||||||
| U.S./Canada | 1,517 | 1,385 | 10 | % | 1,502 | 1,385 | 8 | % | |||||||||||||||
| Total Marsh | $ | 3,003 | $ | 2,744 | 9 | % | $ | 2,970 | $ | 2,744 | 8 | % | |||||||||||
| Mercer: | |||||||||||||||||||||||
| Wealth | $ | 672 | $ | 581 | 16 | % | $ | 612 | $ | 582 | 5 | % | |||||||||||
| Health | 538 | 545 | (1) | % | 572 | 520 | 10 | % | |||||||||||||||
| Career | 215 | 218 | (1) | % | 221 | 218 | 1 | % | |||||||||||||||
| Total Mercer | $ | 1,425 | $ | 1,344 | 6 | % | $ | 1,405 | $ | 1,320 | 6 | % | |||||||||||
(*) Rounded to whole percentages.
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Revenue – Reconciliation of Non-GAAP Measures
The following tables provide the reconciliation of GAAP revenue to Non-GAAP revenue for the three months ended March 31, 2024 and 2023:
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, (In millions) | GAAP Revenue | Currency Impact | Acquisitions/ Dispositions/ Other Impact | Non-GAAP Revenue | GAAP Revenue | Acquisitions/ Dispositions/ Other Impact | Non-GAAP Revenue | ||||||||||||||||||||||||||||||||||
| Risk and Insurance Services | |||||||||||||||||||||||||||||||||||||||||
| Marsh | $ | 3,003 | $ | 6 | $ | (39) | $ | 2,970 | $ | 2,744 | $ | — | $ | 2,744 | |||||||||||||||||||||||||||
| Guy Carpenter | 1,148 | (2) | (3) | 1,143 | 1,071 | (12) | 1,059 | ||||||||||||||||||||||||||||||||||
| Subtotal | 4,151 | 4 | (42) | 4,113 | 3,815 | (12) | 3,803 | ||||||||||||||||||||||||||||||||||
| Fiduciary interest income | 122 | — | (1) | 121 | 91 | — | 91 | ||||||||||||||||||||||||||||||||||
| Total Risk and Insurance Services | 4,273 | 4 | (43) | 4,234 | 3,906 | (12) | 3,894 | ||||||||||||||||||||||||||||||||||
| Consulting | |||||||||||||||||||||||||||||||||||||||||
Mercer (a) | 1,425 | 8 | (28) | 1,405 | 1,344 | (24) | 1,320 | ||||||||||||||||||||||||||||||||||
| Oliver Wyman Group | 789 | (4) | (10) | 775 | 687 | (1) | 686 | ||||||||||||||||||||||||||||||||||
| Total Consulting | 2,214 | 4 | (38) | 2,180 | 2,031 | (25) | 2,006 | ||||||||||||||||||||||||||||||||||
| Corporate Eliminations | (14) | — | — | (14) | (13) | — | (13) | ||||||||||||||||||||||||||||||||||
| Total Revenue | $ | 6,473 | $ | 8 | $ | (81) | $ | 6,400 | $ | 5,924 | $ | (37) | $ | 5,887 | |||||||||||||||||||||||||||
The following table provides more detailed revenue information for certain of the components presented in the previous table:
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, (In millions) | GAAP Revenue | Currency Impact | Acquisitions/ Dispositions/ Other Impact | Non-GAAP Revenue | GAAP Revenue | Acquisitions/ Dispositions/ Other Impact | Non-GAAP Revenue | ||||||||||||||||||||||||||||||||||
| Marsh: | |||||||||||||||||||||||||||||||||||||||||
| EMEA | $ | 1,025 | $ | (10) | $ | (1) | $ | 1,014 | $ | 932 | $ | — | $ | 932 | |||||||||||||||||||||||||||
| Asia Pacific | 336 | 13 | (19) | 330 | 312 | — | 312 | ||||||||||||||||||||||||||||||||||
| Latin America | 125 | 3 | (4) | 124 | 115 | — | 115 | ||||||||||||||||||||||||||||||||||
| Total International | 1,486 | 6 | (24) | 1,468 | 1,359 | — | 1,359 | ||||||||||||||||||||||||||||||||||
| U.S./Canada | 1,517 | — | (15) | 1,502 | 1,385 | — | 1,385 | ||||||||||||||||||||||||||||||||||
| Total Marsh | $ | 3,003 | $ | 6 | $ | (39) | $ | 2,970 | $ | 2,744 | $ | — | $ | 2,744 | |||||||||||||||||||||||||||
| Mercer: | |||||||||||||||||||||||||||||||||||||||||
Wealth (a) | $ | 672 | $ | 2 | $ | (62) | $ | 612 | $ | 581 | $ | 1 | $ | 582 | |||||||||||||||||||||||||||
Health (a) | 538 | 2 | 32 | 572 | 545 | (25) | 520 | ||||||||||||||||||||||||||||||||||
| Career | 215 | 4 | 2 | 221 | 218 | — | 218 | ||||||||||||||||||||||||||||||||||
| Total Mercer | $ | 1,425 | $ | 8 | $ | (28) | $ | 1,405 | $ | 1,344 | $ | (24) | $ | 1,320 | |||||||||||||||||||||||||||
(a) Acquisitions, dispositions and other in 2024 includes a net gain of $21 million from the sale of the U.K. pension administration and U.S. health and benefits administration businesses, that comprised of a $66 million gain in Wealth, offset by a $45 million loss in Health.
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Consolidated Revenue
Consolidated revenue increased $549 million, or 9% to $6.5 billion for the three months ended March 31, 2024, compared to $5.9 billion for the three months ended March 31, 2023. Consolidated revenue increased 9% on an underlying basis and 1% from acquisitions. On an underlying basis, revenue increased 9% for the three months ended March 31, 2024 in both the Risk and Insurance Services and Consulting segments.
Underlying revenue growth in the Risk and Insurance Services and Consulting segments for the three months ended March 31, 2024 reflects the continued demand for our advice and solutions. In Risk and Insurance Services, the increase in underlying revenue was primarily due to strong growth in new business and solid renewals. Results also continued to benefit from growth in the global economy, inflation, higher insurance and reinsurance pricing, and an increase in fiduciary income due to higher funds and interest rates. In Consulting, revenue growth reflects the continued demand for our health and wealth solutions, and consulting services.
Consolidated Operating Expenses
Consolidated operating expenses increased $350 million, or 8% to $4.5 billion for the three months ended March 31, 2024, compared to $4.2 billion for the three months ended March 31, 2023. Expenses reflect a 1% increase from acquisitions. Expenses, excluding the impact from acquisitions, increased 8% for the three months ended March 31, 2024, with increases of 6% and 11% in the Risk and Insurance Services and Consulting segments, respectively.
Expenses increased for the three months ended March 31, 2024 primarily due to compensation and benefits driven by higher base salaries and incentive compensation. Expenses in 2023 also included $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
Restructuring activities
The Company incurred a total of $42 million for restructuring activities for the three months ended March 31, 2024, compared to $53 million for the corresponding quarter in the prior year.
In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. For the three months ended March 31, 2024, the Company has incurred $30 million of restructuring costs related to these activities, primarily severance. Any remaining costs are expected to be incurred by the end of 2024.
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Risk and Insurance Services
In the Risk and Insurance Services segment, the Company’s subsidiaries and other affiliated entities act as brokers, agents or consultants for insureds, insurance underwriters and other brokers in the areas of risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services, primarily under the brand of Marsh, and engage in specialized reinsurance broking expertise, strategic advisory services and analytics solutions, primarily under the brand of Guy Carpenter.
The results of operations for the Risk and Insurance Services segment are as follows:
| Three Months Ended March 31, | ||||||||||||||
| (In millions, except percentages) | 2024 | 2023 | ||||||||||||
| Revenue | $ | 4,273 | $ | 3,906 | ||||||||||
Compensation and benefits (a) | 2,118 | 1,931 | ||||||||||||
Other operating expenses (a) | 590 | 580 | ||||||||||||
| Operating expenses | 2,708 | 2,511 | ||||||||||||
| Operating income | $ | 1,565 | $ | 1,395 | ||||||||||
| Operating income margin | 36.6 | % | 35.7 | % | ||||||||||
(a)The Company reclassified certain prior period amounts between Compensation and benefits and Other operating expenses for each reporting segment for comparability purposes. The reclassification had no impact on consolidated or reporting segment total expenses.
Revenue
Revenue in the Risk and Insurance Services segment increased $367 million, or 9% to $4.3 billion for the three months ended March 31, 2024, compared to $3.9 billion for the three months ended March 31, 2023. Revenue increased 9% on an underlying basis and 1% from acquisitions. Interest earned on fiduciary funds increased by $31 million to $122 million for the three months ended March 31, 2024, compared to $91 million for the corresponding quarter in the prior year.
The increase in revenue on an underlying basis in the Risk and Insurance Services segment for the three months ended March 31, 2024 was primarily due to strong growth in new business and solid renewals. Results also continued to benefit from growth in the global economy, inflation, higher insurance and reinsurance pricing, and an increase in fiduciary income due to higher funds and interest rates compared to the corresponding period in the prior year.
Marsh's revenue increased $259 million, or 9% to $3.0 billion for the three months ended March 31, 2024, compared to $2.7 billion for the three months ended March 31, 2023. This reflects increases of 8% on an underlying basis and 1% from acquisitions. U.S./Canada rose 8% on an underlying basis. Total International operations produced underlying revenue growth of 8%, reflecting growth of 9% in EMEA, 8% in Latin America, and 6% in Asia Pacific.
Guy Carpenter's revenue increased $77 million, or 7% to $1.1 billion for the three months ended March 31, 2024, compared to the corresponding quarter in the prior year. This reflects an increase of 8% on an underlying basis, partially offset by a decrease of 1% from acquisitions.
The Risk and Insurance Services segment completed 2 acquisitions for the three months ended March 31, 2024. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
Expenses in the Risk and Insurance Services segment increased $197 million, or 8% to $2.7 billion for the three months ended March 31, 2024, compared to $2.5 billion for the three months ended March 31, 2023. Expenses reflect a 2% increase from acquisitions.
Expenses for the three months ended March 31, 2024 increased primarily due to compensation and benefits driven by increased headcount, and higher base salary and incentive compensation.
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Consulting
The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and well-being for a changing workforce. Oliver Wyman Group serves as critical strategic, economic and brand advisor to private sector and governmental clients.
The results of operations for the Consulting segment are as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions, except percentages) | 2024 | 2023 | |||||||||
| Revenue | $ | 2,214 | $ | 2,031 | |||||||
Compensation and benefits (a) | 1,314 | 1,235 | |||||||||
Other operating expenses (a) | 468 | 385 | |||||||||
| Operating expenses | 1,782 | 1,620 | |||||||||
| Operating income | $ | 432 | $ | 411 | |||||||
| Operating income margin | 19.5 | % | 20.2 | % | |||||||
(a)The Company reclassified certain prior period amounts between Compensation and benefits and Other operating expenses for each reporting segment for comparability purposes. The reclassification had no impact on consolidated or reporting segment total expenses.
Revenue
Consulting revenue increased $183 million, or 9% to $2.2 billion for the three months ended March 31, 2024, compared to $2.0 billion for the three months ended March 31, 2023. This reflects an increase of 9% on an underlying basis and 1% primarily from the disposition of businesses.
Mercer's revenue increased $81 million, or 6% to $1.4 billion for the three months ended March 31, 2024, compared to $1.3 billion for the three months ended March 31, 2023. This reflects an increase of 6% on an underlying basis, partially offset by a decrease of 1% from the impact of foreign currency translation. On an underlying basis, revenue for Health, Wealth and Career increased 10%, 5%, and 1%, respectively, as compared to the corresponding quarter in the prior year.
The increase in revenue on an underlying basis at Mercer for the three months ended March 31, 2024 was primarily due to the continued demand for our health and wealth solutions. Health continued to benefit from growth in new business, strong retention, enrolled lives, and medical inflation. Revenue in Wealth on an underlying basis was driven by defined benefit consulting and investment management. The increase in investment management was primarily due to higher assets under management as a result of the Westpac and Vanguard acquisitions, a rebound in capital markets, and positive net flows.
Revenue for the three months ended March 31, 2024, includes a net gain of $21 million from the sale of the Mercer U.K. pension administration and U.S. health and benefits administration businesses. Results for 2023 include the loss on sale of an individual financial advisory business in Canada of $19 million.
Oliver Wyman Group's revenue increased $102 million, or 15% to $789 million for the three months ended March 31, 2024, compared to $687 million for the three months ended March 31, 2023. This reflects an increase of 13% on an underlying basis and 1% from both acquisitions and the impact of foreign currency translation.
The increase in underlying revenue at Oliver Wyman Group for the three months ended March 31, 2024 was driven by growth across all regions.
The Consulting segment completed 4 acquisitions for the three months ended March 31, 2024. Information regarding these acquisitions are included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
Expenses in the Consulting segment increased $162 million, or 10% to $1.8 billion for the three months ended March 31, 2024, compared to $1.6 billion for the three months ended March 31, 2023. Expenses reflect a 1% decrease from dispositions.
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Expenses for the three months ended March 31, 2024 increased primarily due to compensation and benefits driven by higher base salaries and incentive compensation. Expenses in 2023 also included $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
For the three months ended March 31, 2024, expenses also reflect acquisition and disposition costs of $21 million, primarily related to exit costs for the disposition of the Mercer U.K. pension administration and U.S. health benefits administration businesses in 2024. For the three months ended March 31, 2023, the Company incurred integration costs of $17 million, related to the Westpac Transaction.
Corporate and Other
Corporate expenses decreased $8 million, or 9% to $72 million for the three months ended March 31, 2024, compared to $80 million for the three months ended March 31, 2023.
Interest Income
Interest income was $37 million for the three months ended March 31, 2024, compared to $14 million for the three months ended March 31, 2023. Interest income increased $23 million due to higher corporate funds and interest rates compared to the corresponding quarter in the prior year.
Interest Expense
Interest expense was $159 million for the three months ended March 31, 2024, compared to $136 million for the three months ended March 31, 2023.
Interest expense for the three months ended March 31, 2024, increased $23 million, due to an increase in long term debt and higher interest rates.
Investment Income
The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on its investments in private equity funds. The Company's investments may include direct investments in insurance, consulting or other strategically linked companies and investments in private equity funds.
The Company recorded net investment income of $1 million for the three months ended March 31, 2024, compared to net investment income of $2 million, for the corresponding quarter in the prior year.
Income and Other Taxes
The Company's effective tax rate for the three months ended March 31, 2024 was 23.9%, compared with 24.7% for the corresponding quarter of 2023.
The tax rate in each period reflects the impact of discrete tax items such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, non-taxable adjustments related to contingent consideration for acquisitions, and valuation allowances for certain tax credits and attributes. The rate for the three months ended March 31, 2024 reflects the previously enacted change in the U.K. corporate income tax rate from 19% to 25%, which was effective April 1, 2023. The blended U.K. statutory tax rate for 2023 was 23.5%.
The excess tax benefit related to share-based payments is the most significant discrete item in both periods, reducing the effective tax rate by 2.3% and 1.3% for the three months ended March 31, 2024 and 2023, respectively.
The effective tax rate may vary significantly from period to period. The effective tax rate is sensitive to the geographic mix and repatriation of the Company's earnings, which may result in higher or lower effective tax rates. Therefore, a shift in the mix of profits among jurisdictions, or changes in the Company's repatriation strategy to access offshore cash, can affect the effective tax rate.
In addition, losses in certain jurisdictions cannot be offset by earnings from other operations and may require valuation allowances that affect the rate in a particular period, depending on estimates of the value of associated deferred tax assets which can be realized. A valuation allowance was recorded to reduce deferred tax assets to
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the amount that the Company believes is more likely than not to be realized. The effective tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitations.
The Company has established liabilities for uncertain tax positions in relation to potential assessments in the jurisdictions in which it operates. The Company believes the resolution of tax matters will not have a material effect on the consolidated financial position of the Company, although a resolution of tax matters could have a material impact on the Company's net income or cash flows and on its effective tax rate in a particular future period. It is reasonably possible that the total amount of unrecognized tax benefits could decrease up to approximately $66 million within the next twelve months due to settlement of audits and expiration of statutes of limitations.
Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate. In 2021, the Organization for Economic Cooperation and Development ("OECD") released model rules for a 15% global minimum tax, known as Pillar Two. Pillar Two has now been enacted by approximately 30 countries, including the U.K. and Ireland. This minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the current period. The Company is monitoring legislative developments, as well as additional guidance from countries that have enacted legislation. We anticipate further legislative activity and administrative guidance in 2024.
As a U.S. domiciled parent holding company, the Company is the issuer of essentially all the Company's external indebtedness, and incurs the related interest expense in the U.S. The Company’s interest expense deductions are not currently limited. However, the Company may not be able to fully deduct intercompany interest on loans used to finance the Company's foreign operations. Further, most senior executive and oversight functions are conducted in the U.S. and the associated costs are incurred primarily in the U.S. Some of these expenses may not be deductible in the U.S., which may impact the effective tax rate.
Changes to the U.S. tax law in recent years have allowed the Company to repatriate foreign earnings without incurring additional U.S. federal income tax costs as foreign income is generally already taxed in the U.S. However, permanent reinvestment continues to be a component of the Company's global capital strategy. The Company continues to evaluate its global investment and repatriation strategy in light of our capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes.
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Liquidity and Capital Resources
The Company is organized as a legal entity separate and distinct from its operating subsidiaries. As the Company does not have significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to pay principal and interest on its outstanding debt obligations, pay dividends to stockholders, repurchase its shares and pay corporate expenses. The Company can also provide financial support to its operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities discussed in financing cash flows.
The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the U.S. Funds from those operating subsidiaries are regularly repatriated to the U.S. out of annual earnings. At March 31, 2024, the Company had approximately $1.2 billion of cash and cash equivalents in its foreign operations, which includes $456 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings. Where appropriate, a portion of the current year earnings will continue to be permanently reinvested.
For the three months ended March 31, 2024, the Company recorded foreign currency translation adjustments which decreased net equity by $218 million. Continued strengthening of the U.S. dollar against foreign currencies would further decrease the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiaries, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries.
Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes. Fiduciary assets are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities. Fiduciary assets cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.
Operating Cash Flows
The Company used $781 million of cash from operations for the three months ended March 31, 2024, compared to $819 million used for operations in the first three months of 2023. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments, adjusted for non-cash charges and changes in working capital which relate primarily to the timing of payments of accrued liabilities, including incentive compensation, or receipts of receivables and pension plan contributions. The Company used cash of $88 million and $79 million related to its restructuring activities for the three months ended March 31, 2024 and 2023, respectively.
Pension Related Items
Contributions
The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law. During the first three months ended March 31, 2024, the Company contributed $8 million to its U.S. defined benefit pension plans and $16 million to its non-U.S. defined benefit pension plans. For the three months ended March 31, 2023, the Company contributed $8 million to its U.S. defined benefit pension plans and $13 million to its non-U.S. defined benefit pension plans.
In the U.S., contributions to the tax-qualified defined benefit plans are based on Employee Retirement Income Security Act ("ERISA") guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined in accordance with the ERISA guidelines. During the three months ended March 31, 2024, the Company made $8 million of contributions to its non-qualified plans and expects to contribute approximately an additional $23 million over the remainder of 2024. The Company is also required to make $2 million of contributions to its U.S. qualified plans in 2024.
Outside the U.S., the Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 79% of non-U.S. plan assets at December 31, 2023. Contribution rates for non-U.S. plans are generally based on local funding practices and statutory requirements, which may differ significantly from measurements in accordance with U.S. GAAP.
In the U.K., the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plans' trustee that typically occur every 3 years in conjunction with the
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actuarial valuation of the plans. Currently, this results in a lower funded status compared to U.S. GAAP and may result in contributions irrespective of the U.S. GAAP funded status.
In 2021, the JLT Pension Scheme was merged into the MMC U.K. Pension Fund with a new segregated JLT section created (referred to as the "JLT section"). For the first three months of 2024, the Company made deficit contributions of $10 million to the JLT section of its U.K. plans, and is expected to make $10 million of contributions in the remainder of 2024.
For the MMC U.K. Pension Fund, excluding the JLT section, an agreement was reached with the trustee in the fourth quarter of 2022, based on the surplus funding position at December 31, 2021. In accordance with the agreement, no deficit funding is required at the earliest until 2026. The funding level will be re-assessed during 2025 as part of the December 31, 2024 actuarial valuation to determine if contributions are required in 2026. In December 2022, the Company renewed its agreement to support annual deficit contributions that may be required by the U.K. operating companies under certain circumstances, up to £450 million (or $569 million) over a seven year period. This is part of an agreement which gives the Company greater influence over asset allocation and overall investment decisions.
The Company expects to fund an additional $44 million to its non-U.S. defined benefit plans over the remainder of 2024, comprising approximately $10 million to the U.K. plans and $34 million to plans outside of the U.K.
Financing Cash Flows
Net cash provided by financing activities was $135 million for the three months ended March 31, 2024, compared with $773 million provided by financing activities for the corresponding period in 2023.
Credit Facilities
In October 2023, the Company increased its multi-currency unsecured $2.8 billion five-year revolving credit facility (the "Credit Facility") capacity to $3.5 billion and extended the expiration to October 2028. The interest rate on the Credit Facility was initially based on LIBOR plus a fixed margin which varied with the Company's credit rating. In the second quarter of 2023, the Credit Facility was amended that borrowings under the Credit Facility bear interest at a rate per annum, equal, at the Company's option, either at (a) SOFR benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings. The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly.
The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available or in certain other circumstances, in which an alternative rate may be required. At March 31, 2024 and December 31, 2023, the Company had no borrowings under this facility.
In October 2023, the Company terminated its one-year uncommitted revolving credit facility ("Uncommitted Credit Facility"). At March 31, 2023, the Company had $250 million borrowings outstanding under this facility with a
weighted average interest rate of 5.19%.
The Company also maintains other credit and overdraft facilities with various financial institutions aggregating $114 million and $113 million, at March 31, 2024 and December 31, 2023, respectively. There were no outstanding borrowings under these facilities at March 31, 2024 and December 31, 2023.
The Company also has outstanding guarantees and letters of credit with various banks aggregating $128 million and $139 million, at March 31, 2024 and December 31, 2023, respectively.
Debt
The Company had $50 million of commercial paper outstanding at March 31, 2024, at an average effective interest rate of 5.450%.
In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity.
In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054. The Company intends to use the net proceeds from these issuances for general corporate purposes.
In October 2023, the Company repaid $250 million of 4.05% senior notes at maturity.
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In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1 billion of 5.700% senior notes due 2053. In March 2023, the Company issued $600 million of 5.450% senior notes due 2053. The Company used the net proceeds from this issuance for general corporate purposes.
The Company's senior debt is currently rated A- by Standard & Poor's ("S&P"), A3 by Moody's and A- by Fitch. The Company's short-term debt is currently rated A-2 by S&P, P-2 by Moody's and F-2 by Fitch. The Company carries a Stable outlook with S&P, Moody's and Fitch.
Share Repurchases
During the first three months of 2024, the Company repurchased 1.5 million shares of its common stock for $300 million. At March 31, 2024, the Company remained authorized to repurchase up to approximately $2.9 billion in shares of its common stock. There is no time limit on the authorization. During the first three months of 2023, the Company repurchased 1.8 million shares of its common stock for $300 million.
Dividends
The Company paid dividends on its common stock shares of $354 million ($0.71 per share) during the first three months of 2024, as compared with $296 million ($0.59 per share) during the first three months of 2023.
In March 2024, the Board of Directors of the Company declared a quarterly dividend of $0.71 per share on outstanding common stock, payable in May 2024. In February 2024, the Company paid the quarterly dividend declared in January 2024 by the Company's Board of Directors of $0.71 per share on outstanding common stock.
Contingent and Deferred Payments Related to Acquisitions
The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt, payment, or adjustment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).
The following amounts are included in the consolidated statements of cash flows as operating and financing activities:
For the Three Months Ended March 31, | |||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| Operating: | |||||||||||
| Contingent consideration payments for prior year acquisitions | $ | (14) | $ | — | |||||||
| Receipt of contingent consideration for dispositions | — | 1 | |||||||||
| Acquisition/disposition related net charges for adjustments | 6 | 7 | |||||||||
| Adjustments and payments related to contingent consideration | $ | (8) | $ | 8 | |||||||
| Financing: | |||||||||||
| Contingent consideration for prior year acquisitions | $ | (12) | $ | (1) | |||||||
| Deferred consideration related to prior year acquisitions | (3) | (12) | |||||||||
| Payments of deferred and contingent consideration for acquisitions | $ | (15) | $ | (13) | |||||||
| Receipt of contingent consideration for dispositions | $ | — | $ | 2 | |||||||
For acquisitions completed during the first three months of 2024 and in prior years, remaining estimated future contingent payments of $242 million and deferred consideration payments of $125 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2024.
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Derivatives - Net Investment Hedge
The Company has investments in various subsidiaries with Euro functional currencies. As a result, the Company is exposed to the risk of fluctuations between the Euro and U.S. dollar exchange rates. As part of its risk management program, the Company issued €1.1 billion senior notes, and designated the debt instruments as a net investment hedge of its Euro denominated subsidiaries. The hedge is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets.
The U.S. dollar value of the Euro notes decreased by $31 million through March 31, 2024, related to the change in foreign exchange rates. The Company concluded that the hedge was highly effective and recorded a decrease to accumulated other comprehensive loss for the three months ended March 31, 2024.
Purchase of remaining non-controlling interest
In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million.
Fiduciary Liabilities
Since fiduciary assets are not available for corporate use, they are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities. Financing cash flows reflect an increase of $829 million and $48 million for the three months ended March 31, 2024 and 2023, respectively, related to fiduciary liabilities.
Investing Cash Flows
Net cash used for investing activities amounted to $368 million for the first three months of 2024, compared with $368 million used for investing activities for the corresponding period in 2023.
The Company paid $301 million and $263 million, net of cash, cash equivalents and cash and cash equivalents held in a fiduciary capacity acquired, for acquisitions it made during the first three months of 2024 and 2023, respectively.
On April 1, 2023, the Company completed the acquisition of Westpac Banking Corporation’s ("Westpac") financial advisory business, Advance Asset Management, and the transfer from Westpac of BT Financial Group's personal and corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Transaction"). In consideration for the Transaction, on March 30, 2023, the Company transferred $252 million to a Westpac separate trust account in advance of the completion of the Transaction. The consideration transferred is included as a cash outflow in acquisitions, net of cash and cash equivalents held in a fiduciary capacity acquired, in the consolidated statements of cash flows.
On January 1, 2024, the Company sold its Mercer U.K pension administration and U.S. health and benefits administration businesses for approximately $114 million, comprising of cash proceeds of $30 million and deferred consideration of $84 million.
In connection with the disposition of Mercer's U.S. affinity business in 2022, the Company transferred to the buyer an additional $20 million of cash and cash equivalents held in a fiduciary capacity during the first quarter of 2023.
The Company's additions to fixed assets and capitalized software, which amounted to $87 million for the first three months of 2024, and $84 million for the first three months of 2023, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases.
Cash used for long-term investments in the first three months of 2024 is due to investments in private equity funds. At March 31, 2024, the Company has commitments for potential future investments of approximately $109 million in private equity funds that invest primarily in financial services companies.
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Commitments and Obligations
The following sets forth the Company’s future contractual obligations by the type at March 31, 2024:
| Payment due by Period | |||||||||||||||||||||||||||||
(In millions) | Total | Within 1 Year | 1-3 Years | 4-5 Years | After 5 Years | ||||||||||||||||||||||||
| Commercial paper | $ | 50 | $ | 50 | $ | — | $ | — | $ | — | |||||||||||||||||||
| Current portion of long-term debt | 1,120 | 1,120 | — | — | — | ||||||||||||||||||||||||
| Long-term debt | 12,406 | — | 1,236 | 1,543 | 9,627 | ||||||||||||||||||||||||
| Interest on long-term debt | 9,419 | 576 | 1,064 | 1,021 | 6,758 | ||||||||||||||||||||||||
| Net operating leases | 2,170 | 371 | 654 | 456 | 689 | ||||||||||||||||||||||||
| Service agreements | 558 | 271 | 213 | 74 | — | ||||||||||||||||||||||||
Other long-term obligations (a) | 437 | 219 | 184 | 30 | 4 | ||||||||||||||||||||||||
| Total | $ | 26,160 | $ | 2,607 | $ | 3,351 | $ | 3,124 | $ | 17,078 | |||||||||||||||||||
(a)Primarily reflects the future payments of deferred and contingent purchase consideration.
The table does not include the liability for unrecognized tax benefits of $127 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $54 million that may become payable within one year. The table also does not include the remaining transitional tax payments related to the Tax Cuts and Jobs Act (the "TCJA") of $58 million, which will be paid in installments from 2024 through 2026.
Management’s Discussion of Critical Accounting Policies and Estimates
The Company’s discussion of critical accounting policies and estimates that place the most significant demands on management’s judgment and requires management to make significant estimates about matters that are inherently uncertain are discussed in the MD&A in the 2023 Form 10-K.
New Accounting Pronouncements
Note 19, New Accounting Pronouncements, in the notes to the consolidated financial statements in this report, contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company’s financial results, if determinable.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Market Risk and Credit Risk
Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.
Interest Rate Risk and Credit Risk
Interest income generated from the Company's cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity will vary with the general level of interest rates.
The Company had the following investments subject to variable interest rates:
| (In millions) | March 31, 2024 | December 31, 2023 | ||||||
| Cash and cash equivalents | $ | 1,452 | $ | 3,358 | ||||
| Cash and cash equivalents held in a fiduciary capacity | $ | 11,458 | $ | 10,794 | ||||
Based on the above balances at March 31, 2024, if short-term interest rates increased or decreased by 10%, or 52 basis points, for the year, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $49 million.
Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension expense. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year. Assumptions used to determine net periodic cost for 2024 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements included in our most recently filed Annual Report on Form 10-K. For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Discussion of Critical Accounting Policies and Estimates - Retirement Benefits" section of our most recently filed Annual Report on Form 10-K.
In addition to interest rate risk, our cash investments and fiduciary cash investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and will further restrict the portfolio as appropriate to market conditions. The majority of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity are invested in bank or short-term time deposits and liquid money market funds.
Foreign Currency Risk
The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 53% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expense are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenue and expense, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tend to mitigate the impact on net operating income of foreign currency risk.
However, there have been periods where the impact was not mitigated due to external market factors, and external macroeconomic events may result in greater foreign exchange rate fluctuations in the future. If foreign exchange rates of major currencies (Euro, British Pound, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar that held constant over the course of the year, the Company estimates that full year net operating income would increase or decrease by approximately $85 million. The Company has exposure to over 80 foreign currencies. If exchange rates at March 31, 2024, hold constant for the rest of 2023, the Company estimates the year-over-year impact from the conversion of foreign currency earnings will decrease full year net operating income by approximately $25 million.
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In Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment occurs in the first quarter.
Equity Price Risk
The Company holds investments at March 31, 2024 in both public and private companies as well as private equity funds, including investments of approximately $18 million that are valued using readily determinable fair values and approximately $19 million of investments without readily determinable fair values. The Company also has investments of approximately $272 million that are accounted for using the equity method. The investments are subject to risk of decline in market value, which, if determined to be other than temporary for assets without readily determinable fair values, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.
Other
A number of lawsuits and regulatory proceedings are pending. See Note 17, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included in this report.
Item 4. Controls & Procedures.
a. Evaluation of Disclosure Controls and Procedures
Based on their evaluation, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.
b. Changes in Internal Control
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company and its subsidiaries are also party to a variety of other legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. Additional information regarding certain legal proceedings and related matters as set forth in Note 17, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.
Item 1A. Risk Factors.
The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.
If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Repurchases of Equity Securities
For the three months ended March 31, 2024, the Company repurchased 1.5 million shares of its common stock for $300 million. At March 31, 2024, the Company remained authorized to repurchase up to approximately $2.9 billion in shares of its common stock. There is no time limit on the authorization.
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| January 1-31, 2024 | 475,695 | $ | 194.1360 | 475,695 | $ | 3,071,735,465 | |||||||||||||||||
| February 1-29, 2024 | 494,345 | $ | 198.4904 | 494,345 | $ | 2,973,612,743 | |||||||||||||||||
| March 1-31, 2024 | 534,354 | $ | 204.9715 | 534,354 | $ | 2,864,085,390 | |||||||||||||||||
| Total | 1,504,394 | $ | 199.4156 | 1,504,394 | $ | 2,864,085,390 | |||||||||||||||||
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | April 18, 2024 | /s/ Mark C. McGivney | |||||||||
| Mark C. McGivney | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: | April 18, 2024 | /s/ Stacy M. Mills | |||||||||
| Stacy M. Mills | |||||||||||
| Vice President & Controller | |||||||||||
| (Chief Accounting Officer) | |||||||||||
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EXHIBIT INDEX
| Exhibit No. | Exhibit Name | ||||||||||
| 10.1 | Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Current Report on Form 8-K dated February 22, 2024). | ||||||||||
| 10.2 | Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Current Report on Form 8-K dated February 22, 2024). | ||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | ||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||||||||||
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