Company Announcements

Marsh & McLennan Companies Reports Second Quarter 2020 Results

Second Quarter Operating Income Rises 30% and Adjusted Operating Income Increases 10%

Second Quarter EPS Rises to $1.12 from $0.65 and Adjusted EPS Increases 12% to $1.32

Six Months Operating Income Rises 21% and Adjusted Operating Income Increases 13%

Six Months EPS Rises to $2.60 from $2.05 and Adjusted EPS Increases 10% to $2.96

NEW YORK--(BUSINESS WIRE)--Jul. 30, 2020-- Marsh & McLennan Companies, Inc. (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the second quarter ended June 30, 2020.

Dan Glaser, President and CEO, said: “In the midst of the pandemic, we delivered another strong quarter reflecting outstanding execution and the resilience of our business. In the second quarter, despite a modest decline in underlying revenue due to the global impact of COVID-19, we generated 10% adjusted operating income growth and 12% growth in adjusted EPS. For the first six months of 2020, we achieved 2% underlying revenue growth and 10% adjusted EPS growth.

"I am humbled by our colleagues’ exceptional support of our clients and one another during these tumultuous times.”

Consolidated Results

Consolidated revenue in the second quarter of 2020 was $4.2 billion, a decrease of 4%, or a 2% decline on an underlying basis compared with the second quarter of 2019. In the second quarter, the Company recognized a $36 million reduction to previously recorded revenue, the vast majority in Marsh, to reflect the estimated impact of the economic crisis on exposure units. This reduction is included in underlying revenue growth and adjusted earnings for the second quarter.

Operating income was $885 million, an increase of 30% from the prior year. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 10% to $984 million. Net income attributable to the Company was $572 million, or $1.12 per diluted share, compared with $0.65 in the second quarter of 2019. Adjusted earnings per share rose 12% to $1.32 per diluted share compared with $1.18 for the prior year period.

For the six months ended June 30, 2020, consolidated revenue was $8.8 billion, an increase of 5%, or 2% on an underlying basis compared to the prior period a year ago. Operating income was $2.0 billion, an increase of 21% from the prior year period. Adjusted operating income rose 13% to $2.2 billion. Net income attributable to the Company was $1.3 billion. Fully diluted earnings per share was $2.60 compared with $2.05 in the first six months of 2019. Adjusted earnings per share increased 10% to $2.96 compared with $2.70 for the comparable period in 2019.

Risk & Insurance Services

Risk & Insurance Services revenue was $2.6 billion in the second quarter of 2020, an increase of 1%, or 2% on an underlying basis. Operating income rose 34% to $696 million, and adjusted operating income was $762 million, an increase of 19% from the prior year period. For the six months ended June 30, 2020, revenue was $5.5 billion, an increase of 10%, or 4% on an underlying basis. Operating income rose 24% to $1.6 billion, and adjusted operating income was $1.7 billion, an increase of 20% from the prior year period.

Marsh's revenue in the second quarter was $2.2 billion, an increase of 1% on an underlying basis. In US/Canada, underlying revenue rose 3%. In International, underlying revenue was flat compared to the prior year period, reflecting 4% underlying revenue growth in Asia Pacific, 4% growth in Latin America, and a decline of 3% in EMEA. For the six months ended June 30, 2020, Marsh’s underlying revenue growth was 3% compared to the prior period a year ago.

Guy Carpenter's revenue in the second quarter was $433 million, an increase of 9% on an underlying basis. For the six months ended June 30, 2020, Guy Carpenter’s underlying revenue growth was 8%.

Consulting

Consulting revenue in the second quarter was $1.6 billion, a decrease of 10%, or a decline of 6% on an underlying basis compared to the same period a year ago. Operating income decreased 8% to $255 million, and adjusted operating income decreased 13% to $265 million. For the first six months of 2020, revenue was $3.4 billion, a decrease of 3%, or a decline of 1% on an underlying basis. Operating income of $537 million decreased 4% and adjusted operating income decreased 7% to $554 million.

Mercer's revenue was $1.1 billion in the second quarter, a decrease of 3% on an underlying basis. Health, with revenue of $432 million, was up 1% on an underlying basis. Wealth revenue of $561 million declined 2% on an underlying basis, and Career revenue of $156 million decreased 16% on an underlying basis. For the six months ended June 30, 2020, Mercer’s revenue was $2.4 billion, an increase of 1% on an underlying basis compared to the same period a year ago.

Oliver Wyman’s revenue was $467 million in the second quarter, a decrease of 13% on an underlying basis. For the first six months ended June 30, 2020, Oliver Wyman’s revenue was $978 million, a decline of 7% on an underlying basis.

Other Items

In May 2020, the Company issued $750 million of 10-year senior unsecured notes. The Company used the net proceeds to reduce outstanding short term borrowings.

In July, the Board of Directors increased the quarterly dividend to $0.465 per share, effective with the third quarter dividend payable on August 14, 2020.

Conference Call

A conference call to discuss second quarter 2020 results will be held today at 8:30 a.m. Eastern time. To participate in the teleconference, please dial +1 866 437 7574. Callers from outside the United States should dial +1 409 220 9376. The access code for both numbers is 1693114. The live audio webcast will be accessible at mmc.com, and a replay will be available approximately two hours after the event.

About Marsh & McLennan Companies

Marsh & McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 76,000 colleagues advise clients in over 130 countries.With annual revenue of $17 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses. Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and solutions to help organizations reshape work, retirement, investment and health outcomes for a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit mmc.com, follow us on LinkedIn and Twitter@mmc_global or subscribe to BRINK.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would."

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

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

The factors identified above are not exhaustive. Marsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

Further information concerning Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K.

 

Marsh & McLennan Companies, Inc.
Consolidated Statements of Income
(In millions, except per share figures)
(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

2020

 

2019

 

2020

 

2019

Revenue

 

$

4,189

 

 

$

4,349

 

 

$

8,840

 

 

$

8,420

 

Expense:

 

 

 

 

 

 

 

 

Compensation and Benefits

 

2,429

 

 

2,537

 

 

4,984

 

 

4,819

 

Other Operating Expenses

 

875

 

 

1,132

 

 

1,901

 

 

1,983

 

Operating Expenses

 

3,304

 

 

3,669

 

 

6,885

 

 

6,802

 

Operating Income

 

885

 

 

680

 

 

1,955

 

 

1,618

 

Other Net Benefit Credits

 

63

 

 

70

 

 

127

 

 

134

 

Interest Income

 

2

 

 

2

 

 

4

 

 

30

 

Interest Expense

 

(132

)

 

(141

)

 

(259

)

 

(261

)

Cost of Early Extinguishment of Debt

 

 

 

(32

)

 

 

 

(32

)

Investment (Loss) Income

 

(31

)

 

8

 

 

(33

)

 

13

 

Acquisition Related Derivative Contracts

 

 

 

(37

)

 

 

 

(8

)

Income Before Income Taxes

 

787

 

 

550

 

 

1,794

 

 

1,494

 

Income Tax Expense

 

207

 

 

206

 

 

447

 

 

423

 

Net Income Before Non-Controlling Interests

 

580

 

 

344

 

 

1,347

 

 

1,071

 

Less: Net Income Attributable to Non-Controlling Interests

 

8

 

 

12

 

 

21

 

 

23

 

Net Income Attributable to the Company

 

$

572

 

 

$

332

 

 

$

1,326

 

 

$

1,048

 

Net Income Per Share Attributable to the Company:

 

 

 

 

 

 

 

 

- Basic

 

$

1.13

 

 

$

0.66

 

 

$

2.62

 

 

$

2.07

 

- Diluted

 

$

1.12

 

 

$

0.65

 

 

$

2.60

 

 

$

2.05

 

Average Number of Shares Outstanding

 

 

 

 

 

 

 

 

- Basic

 

506

 

 

507

 

 

505

 

 

506

 

- Diluted

 

511

 

 

512

 

 

510

 

 

511

 

Shares Outstanding at June 30

 

506

 

 

507

 

 

506

 

 

507

 

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

Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended June 30
(Millions) (Unaudited)

The Company conducts business in more than 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.

 

 

 

 

 

 

Components of Revenue Change*

 

 

Three Months Ended
June 30,

 

%
Change
GAAP
Revenue

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

Marsh

 

$

2,161

 

 

$

2,156

 

 

 

 

(2

)%

 

1

%

 

1

%

Guy Carpenter

 

433

 

 

392

 

 

10

%

 

 

 

2

%

 

9

%

Subtotal

 

2,594

 

 

2,548

 

 

2

%

 

(2

)%

 

1

%

 

2

%

Fiduciary Interest Income

 

9

 

 

26

 

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

2,603

 

 

2,574

 

 

1

%

 

(2

)%

 

1

%

 

2

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

1,149

 

 

1,260

 

 

(9

)%

 

(2

)%

 

(3

)%

 

(3

)%

Oliver Wyman Group

 

467

 

 

540

 

 

(14

)%

 

(1

)%

 

 

 

(13

)%

Total Consulting

 

1,616

 

 

1,800

 

 

(10

)%

 

(2

)%

 

(2

)%

 

(6

)%

Corporate/Eliminations

 

(30

)

 

(25

)

 

 

 

 

 

 

 

 

Total Revenue

 

$

4,189

 

 

$

4,349

 

 

(4

)%

 

(2

)%

 

 

 

(2

)%

 

Revenue Details

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

 

 

 

 

 

 

Components of Revenue Change*

 

 

Three Months Ended
June 30,

 

%
Change
GAAP
Revenue

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

597

 

 

$

652

 

 

(9

)%

 

(3

)%

 

(3

)%

 

(3

)%

Asia Pacific

 

298

 

 

291

 

 

2

%

 

(2

)%

 

1

%

 

4

%

Latin America

 

99

 

 

116

 

 

(14

)%

 

(14

)%

 

(5

)%

 

4

%

Total International

 

994

 

 

1,059

 

 

(6

)%

 

(4

)%

 

(2

)%

 

 

U.S./Canada

 

1,167

 

 

1,097

 

 

6

%

 

 

 

4

%

 

3

%

Total Marsh

 

$

2,161

 

 

$

2,156

 

 

 

 

(2

)%

 

1

%

 

1

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

561

 

 

613

 

 

(8

)%

 

(3

)%

 

(3

)%

 

(2

)%

Health

 

432

 

 

458

 

 

(5

)%

 

(2

)%

 

(5

)%

 

1

%

Career

 

156

 

 

189

 

 

(18

)%

 

(2

)%

 

(1

)%

 

(16

)%

Total Mercer

 

$

1,149

 

 

$

1,260

 

 

(9

)%

 

(2

)%

 

(3

)%

 

(3

)%

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

Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Six Months Ended June 30
(Millions) (Unaudited)

The Company conducts business in more than 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.

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

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change
Including JLT*

 

 

Six Months Ended
June 30,

 

%
Change
GAAP
Revenue

2019
Including
JLT

 

%
Change
Including
JLT in
2019

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marsh

 

$

4,222

 

 

$

3,893

 

 

8

%

$

4,125

 

 

2

%

 

(2

)%

 

1

%

 

3

%

Guy Carpenter

 

1,260

 

 

1,055

 

 

19

%

1,172

 

 

7

%

 

 

 

 

 

8

%

Subtotal

 

5,482

 

 

4,948

 

 

11

%

5,297

 

 

3

%

 

(1

)%

 

1

%

 

4

%

Fiduciary Interest Income

 

32

 

 

49

 

 

 

54

 

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

5,514

 

 

4,997

 

 

10

%

5,351

 

 

3

%

 

(1

)%

 

1

%

 

4

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

2,400

 

 

2,415

 

 

(1

)%

2,489

 

 

(4

)%

 

(2

)%

 

(3

)%

 

1

%

Oliver Wyman

 

978

 

 

1,058

 

 

(8

)%

1,058

 

 

(8

)%

 

(1

)%

 

 

 

(7

)%

Total Consulting

 

3,378

 

 

3,473

 

 

(3

)%

3,547

 

 

(5

)%

 

(2

)%

 

(2

)%

 

(1

)%

Corporate/Eliminations

 

(52

)

 

(50

)

 

 

(50

)

 

 

 

 

 

 

 

 

Total Revenue

 

$

8,840

 

 

$

8,420

 

 

5

%

$

8,848

 

 

 

 

(2

)%

 

 

 

2

%

 

Revenue Details

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

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change
Including JLT*

 

 

Six Months Ended
June 30,

 

%
Change
GAAP
Revenue

 

2019
Including
JLT

 

%
Change
Including
JLT in
2019

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

1,351

 

 

$

1,285

 

 

5

%

 

$

1,392

 

 

(3

)%

 

(2

)%

 

(1

)%

 

1

%

Asia Pacific

 

536

 

 

456

 

 

17

%

 

523

 

 

3

%

 

(2

)%

 

 

 

5

%

Latin America

 

190

 

 

194

 

 

(2

)%

 

217

 

 

(12

)%

 

(12

)%

 

(4

)%

 

3

%

Total International

 

2,077

 

 

1,935

 

 

7

%

 

2,132

 

 

(3

)%

 

(3

)%

 

(1

)%

 

2

%

U.S./Canada

 

2,145

 

 

1,958

 

 

10

%

 

1,993

 

 

8

%

 

 

 

4

%

 

4

%

Total Marsh

 

$

4,222

 

 

$

3,893

 

 

8

%

 

$

4,125

 

 

2

%

 

(2

)%

 

1

%

 

3

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

1,153

 

 

1,156

 

 

 

 

1,211

 

 

(5

)%

 

(2

)%

 

(3

)%

 

 

Health

 

918

 

 

900

 

 

2

%

 

919

 

 

 

 

(1

)%

 

(3

)%

 

5

%

Career

 

329

 

 

359

 

 

(8

)%

 

359

 

 

(9

)%

 

(2

)%

 

 

 

(7

)%

Total Mercer

 

$

2,400

 

 

$

2,415

 

 

(1

)%

 

$

2,489

 

 

(4

)%

 

(2

)%

 

(3

)%

 

1

%

 

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

 

Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - Actual as Reported
Three Months Ended June 30
(Millions) (Unaudited)

Overview

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (referred to in this release as "GAAP" or "reported" results). The Company also refers to and presents below certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted operating income (loss), adjusted operating margin, adjusted income, net of tax and adjusted earnings per share (EPS). The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP in the following tables.

The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses these measures internally to assess the operating performance of its businesses, to assess performance for employee compensation purposes and to decide how to allocate resources. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measures include adjustments that reflect how management views our businesses, and may differ from similarly titled non-GAAP measures presented by other companies.

Adjusted Operating Income (Loss) and Adjusted Operating Margin

Adjusted operating income (loss) is calculated by excluding the impact of certain noteworthy items from the Company's GAAP operating income or (loss). The following tables identify these noteworthy items and reconcile adjusted operating income (loss) to GAAP operating income or loss, on a consolidated and segment basis, for the three and six months ended June 30, 2020 and 2019. The following tables also present adjusted operating margin. In 2019, the Company changed its methodology for calculating adjusted operating margin due to the significant amount of identified intangible asset amortization related to the JLT Transaction, on April 1, 2019. For the three and six months ended June 30, 2020 and 2019, adjusted operating margin is calculated by dividing the sum of adjusted operating income plus identified intangible asset amortization by consolidated or segment adjusted revenue.

 

 

 

Risk & Insurance
Services

 

Consulting

 

Corporate/
Eliminations

 

Total

Three Months Ended June 30, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

696

 

 

$

255

 

 

$

(66

)

 

$

885

 

Operating margin

 

26.7

%

 

15.8

%

 

N/A

 

21.1

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

 

2

 

 

9

 

 

11

 

Changes in contingent consideration (b)

 

4

 

 

1

 

 

2

 

 

7

 

JLT integration and restructuring costs (c)

 

39

 

 

7

 

 

11

 

 

57

 

JLT acquisition-related costs (d)

 

12

 

 

 

 

1

 

 

13

 

Disposal of businesses (e)

 

6

 

 

 

 

 

 

6

 

Other

 

5

 

 

 

 

 

 

5

 

Operating income adjustments

 

66

 

 

10

 

 

23

 

 

99

 

Adjusted operating income (loss)

 

$

762

 

 

$

265

 

 

$

(43

)

 

$

984

 

Total identified intangible amortization expense

 

$

75

 

 

$

13

 

 

$

 

 

$

88

 

Adjusted operating margin

 

32.1

%

 

17.3

%

 

N/A

 

25.5

%

 

 

 

 

 

 

 

 

 

As Reported Results

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

Operating income (loss), as reported

 

$

517

 

 

$

278

 

 

$

(115

)

 

$

680

 

Operating margin

 

20.1

%

 

15.5

%

 

N/A

 

15.6

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

1

 

 

22

 

 

3

 

 

26

 

Changes in contingent consideration (b)

 

9

 

 

 

 

 

 

9

 

JLT integration and restructuring costs (c)

 

56

 

 

5

 

 

18

 

 

79

 

JLT acquisition-related costs (d)

 

60

 

 

 

 

41

 

 

101

 

Other

 

(2

)

 

 

 

1

 

 

(1

)

Operating income adjustments

 

124

 

 

27

 

 

63

 

 

214

 

Adjusted operating income (loss)

 

$

641

 

 

$

305

 

 

$

(52

)

 

$

894

 

Total identified intangible amortization expense

 

$

80

 

 

$

20

 

 

$

 

 

$

100

 

Adjusted operating margin

 

27.8

%

 

18.0

%

 

N/A

 

22.8

%

 

 

 

 

 

 

 

 

 

(a) Corporate charges in 2020 reflect consulting costs related to the restructure of the Global HR function and adjustments to restructuring liabilities for future rent under non-cancellable leases. Consulting in 2019 reflects severance related to the Mercer restructuring program.

(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions and dispositions.

(c) Includes costs incurred for staff reductions, lease related exit costs as well as legal and consulting costs related to the JLT integration.

(d) Reflects retention costs in 2020 and in 2019 advisor fees, stamp duty taxes and legal fees related to the closing of the JLT Transaction. 2019 also includes the loss on the sale of JLT's aerospace business, included in revenue. This loss is removed from GAAP revenue in the calculation of adjusted operating income.

(e) Reflects net loss on disposal of specialty businesses sold in the U.S., U.K. and Canada, previously acquired as part of the JLT Transaction.

Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - Actual as Reported
Six Months Ended June 30
(Millions) (Unaudited)

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

 

 

 

 

 

 

 

 

 

 

 

Risk & Insurance
Services

 

Consulting

 

Corporate/
Eliminations

 

Total

Six Months Ended June 30, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

1,550

 

 

$

537

 

 

$

(132

)

 

$

1,955

 

Operating margin

 

28.1

%

 

15.9

%

 

N/A

 

22.1

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

2

 

 

6

 

 

12

 

 

20

 

Changes in contingent consideration (b)

 

7

 

 

(3

)

 

2

 

 

6

 

JLT integration and restructuring costs (c)

 

100

 

 

17

 

 

20

 

 

137

 

JLT acquisition-related costs (d)

 

24

 

 

1

 

 

1

 

 

26

 

Disposal of businesses (e)

 

6

 

 

(4

)

 

 

 

2

 

Other

 

5

 

 

 

 

 

 

5

 

Operating income adjustments

 

144

 

 

17

 

 

35

 

 

196

 

Adjusted operating income (loss)

 

$

1,694

 

 

$

554

 

 

$

(97

)

 

$

2,151

 

Total identified intangible amortization expense

 

$

147

 

 

$

27

 

 

$

 

 

$

174

 

Adjusted operating margin

 

33.4

%

 

17.2

%

 

N/A

 

26.3

%

 

 

 

 

 

 

 

 

 

As Reported Results

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

Operating income (loss), as reported

 

$

1,250

 

 

$

557

 

 

$

(189

)

 

$

1,618

 

Operating margin

 

25.0

%

 

16.1

%

 

N/A

 

19.2

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

6

 

 

33

 

 

5

 

 

44

 

Changes in contingent consideration (b)

 

19

 

 

1

 

 

 

 

20

 

JLT integration and restructuring costs (c)

 

76

 

 

5

 

 

34

 

 

115

 

JLT acquisition-related costs (d)

 

65

 

 

 

 

47

 

 

112

 

Other

 

 

 

 

 

1

 

 

1

 

Operating income adjustments

 

166

 

 

39

 

 

87

 

 

292

 

Adjusted operating income (loss)

 

$

1,416

 

 

$

596

 

 

$

(102

)

 

$

1,910

 

Total identified intangible amortization expense

 

$

121

 

 

$

30

 

 

$

 

 

$

151

 

Adjusted operating margin

 

30.6

%

 

18.0

%

 

N/A

 

24.4

%

 

(a) Corporate charges in 2020 reflect consulting costs related to the restructure of the Global HR function and adjustments to restructuring liabilities for future rent under non-cancellable leases. Risk & Insurance Services reflects severance and related charges from non-JLT merger integration costs. Consulting reflects severance related to the Mercer restructuring program.

(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions and dispositions.

(c) Includes costs incurred for staff reductions, lease related exit costs as well as legal and consulting costs related to the JLT integration.

(d) Reflects retention costs in 2020 and in 2019 advisor fees, stamp duty taxes and legal fees related to the closing of the JLT Transaction. 2019 also includes the loss on the sale of JLT's aerospace business, included in revenue. This loss is removed from GAAP revenue in the calculation of adjusted operating income.

(e) Reflects net loss on disposal of specialty businesses sold in the U.S., U.K. and Canada, previously acquired as part of the JLT Transaction.

Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three and Six Months Ended June 30,
(Millions) (Unaudited)

Adjusted income, net of tax is calculated as the Company's GAAP income from continuing operations, adjusted to reflect the after tax impact of the operating income adjustments set forth in the preceding tables and investments gains or losses related to the impact of mark-to-market adjustments on certain equity securities. Adjustments also include JLT acquisition related items, including change in fair value of derivative contracts, financing costs and interest income on funds held in escrow. Adjusted EPS is calculated by dividing the Company’s adjusted income, net of tax, by MMC's average number of shares outstanding-diluted for the relevant period. The following tables reconcile adjusted income, net of tax to GAAP income from continuing operations and adjusted EPS to GAAP EPS for the three and six months ended June 30, 2020 and 2019. The information presented below represents the actual as reported results for the three and six month periods ended June 30, 2020 and 2019. Results for the six months ended June 30, 2019 do not include JLT's results of operations for the period January 1, 2019 through March 31, 2019.

Three Months Ended
June 30, 2020

 

Three Months Ended
June 30, 2019

 

Amount

 

Adjusted
EPS

 

Amount

 

Adjusted
EPS

Net income before non-controlling interests, as reported

 

 

$

580

 

 

 

 

 

 

$

344

 

 

 

Less: Non-controlling interest, net of tax

 

 

8

 

 

 

 

 

 

12

 

 

 

Subtotal

 

 

$

572

 

 

$

1.12

 

 

 

 

$

332

 

 

$

0.65

 

Operating income adjustments

$

99

 

 

 

 

 

 

$

214

 

 

 

 

 

Investments adjustment (a)

25

 

 

 

 

 

 

(2

)

 

 

 

 

Change in fair value of acquisition related derivative contracts (b)

 

 

 

 

 

 

37

 

 

 

 

 

Financing costs (c)

 

 

 

 

 

 

(1

)

 

 

 

 

Early extinguishment of debt

 

 

 

 

 

 

32

 

 

 

 

 

Impact of income taxes on above items

(21

)

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

103

 

 

0.20

 

 

 

 

270

 

 

0.53

 

Adjusted income, net of tax

 

 

$

675

 

 

$

1.32

 

 

 

 

$

602

 

 

$

1.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended
June 30, 2020

 

Six Months Ended
June 30, 2019

 

Amount

 

Adjusted
EPS

 

Amount

 

Adjusted
EPS

Net income before non-controlling interests, as reported

 

 

$

1,347

 

 

 

 

 

 

$

1,071

 

 

 

Less: Non-controlling interest, net of tax

 

 

21

 

 

 

 

 

 

23

 

 

 

Subtotal

 

 

$

1,326

 

 

$

2.60

 

 

 

 

$

1,048

 

 

$

2.05

 

Operating income adjustments

$

196

 

 

 

 

 

 

$

292

 

 

 

 

 

Investments adjustment (a)

26

 

 

 

 

 

 

(6

)

 

 

 

 

Change in fair value of acquisition related derivative contracts (b)

 

 

 

 

 

 

8

 

 

 

 

 

Financing costs (c)

 

 

 

 

 

 

53

 

 

 

 

 

Interest on funds held in escrow (d)

 

 

 

 

 

 

(25

)

 

 

 

 

Early extinguishment of debt

 

 

 

 

 

 

32

 

 

 

 

 

Impact of income taxes on above items

(38

)

 

 

 

 

 

(22

)

 

 

 

 

 

 

 

184

 

 

0.36

 

 

 

 

332

 

 

0.65

 

Adjusted income, net of tax

 

 

$

1,510

 

 

$

2.96

 

 

 

 

$

1,380

 

 

$

2.70

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The Company recorded mark-to-market losses of $2 million and gains of $2 million for the three month periods ended June 30, 2020 and June 30, 2019, respectively, and losses of $3 million and gains of $6 million for the six month periods ended June 30, 2020 and June 30, 2019, respectively, which are included in investment (loss) income in the consolidated statements of income.

During the second quarter of 2020, the Company sold a portion of its investment in Alexander Forbes ("AF"). The Company no longer accounts for this investment under the equity method, and records the change in fair value in each subsequent period as an investment gain or loss in the consolidated statement of income. The Company recorded a loss of $23 million in the second quarter of 2020 primarily related to the recognition of accumulated foreign currency losses previously recorded as part of equity.

(b) Reflects the change in fair value of derivatives that were not redesignated as accounting hedges following the JLT acquisition, a deal contingent foreign exchange contract and derivative contracts related to debt issuances.

(c) Reflects interest expense on debt issuances and amortization of bridge financing fees related to the acquisition of JLT (prior to April 1, 2019).

(d) Interest income earned on funds held in escrow related to the JLT acquisition (prior to April 1, 2019).

 

Marsh & McLennan Companies, Inc.
Supplemental Information
Three and Six Months Ended June 30,
(Millions) (Unaudited)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

2020

 

2019

 

2020

 

2019

Consolidated

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

2,429

 

 

$

2,537

 

 

$

4,984

 

 

$

4,819

 

Other Operating Expenses

 

875

 

 

1,132

 

 

1,901

 

 

1,983

 

Total Expenses

 

$

3,304

 

 

$

3,669

 

 

$

6,885

 

 

$

6,802

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

91

 

 

$

86

 

 

$

188

 

 

$

160

 

Identified intangible amortization expense

 

88

 

 

100

 

 

174

 

 

151

 

Total

 

$

179

 

 

$

186

 

 

$

362

 

 

$

311

 

 

 

 

 

 

 

 

 

 

Stock option expense

 

$

5

 

 

$

4

 

 

$

21

 

 

$

19

 

 

 

 

 

 

 

 

 

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

1,382

 

 

$

1,418

 

 

$

2,834

 

 

$

2,639

 

Other Operating Expenses

 

525

 

 

639

 

 

1,130

 

 

1,108

 

Total Expenses

 

$

1,907

 

 

$

2,057

 

 

$

3,964

 

 

$

3,747

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

45

 

 

$

39

 

 

$

97

 

 

$

71

 

Identified intangible amortization expense

 

75

 

 

80

 

 

147

 

 

121

 

Total

 

$

120

 

 

$

119

 

 

$

244

 

 

$

192

 

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

940

 

 

$

1,009

 

 

$

1,931

 

 

$

1,965

 

Other Operating Expenses

 

421

 

 

513

 

 

910

 

 

951

 

Total Expenses

 

$

1,361

 

 

$

1,522

 

 

$

2,841

 

 

$

2,916

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

29

 

 

$

27

 

 

$

57

 

 

$

51

 

Identified intangible amortization expense

 

13

 

 

20

 

 

27

 

 

30

 

Total

 

$

42

 

 

$

47

 

 

$

84

 

 

$

81

 

 

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

 

Marsh & McLennan Companies, Inc.
Consolidated Balance Sheets
(Millions)

 

 

 

(Unaudited)
June 30,
2020

 

December 31,
2019

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,711

 

 

$

1,155

 

Net receivables

 

5,647

 

 

5,236

 

Other current assets

 

739

 

 

677

 

Total current assets

 

8,097

 

 

7,068

 

 

 

 

 

 

Goodwill and intangible assets

 

17,558

 

 

17,445

 

Fixed assets, net

 

866

 

 

858

 

Pension related assets

 

1,672

 

 

1,632

 

Right of use assets

 

1,882

 

 

1,921

 

Deferred tax assets

 

618

 

 

676

 

Other assets

 

1,476

 

 

1,757

 

TOTAL ASSETS

 

$

32,169

 

 

$

31,357

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Short-term debt

 

$

1,216

 

 

$

1,215

 

Accounts payable and accrued liabilities

 

2,668

 

 

2,746

 

Accrued compensation and employee benefits

 

1,345

 

 

2,197

 

Current lease liabilities

 

332

 

 

342

 

Accrued income taxes

 

367

 

 

179

 

Total current liabilities

 

5,928

 

 

6,679

 

 

 

 

 

 

Fiduciary liabilities

 

7,441

 

 

7,344

 

Less - cash and investments held in a fiduciary capacity

 

(7,441

)

 

(7,344

)

 

 

 

 

 

Long-term debt

 

11,985

 

 

10,741

 

Pension, post-retirement and post-employment benefits

 

2,197

 

 

2,336

 

Long-term lease liabilities

 

1,902

 

 

1,926

 

Liabilities for errors and omissions

 

350

 

 

335

 

Other liabilities

 

1,415

 

 

1,397

 

 

 

 

 

 

Total equity

 

8,392

 

 

7,943

 

TOTAL LIABILITIES AND EQUITY

 

$

32,169

 

 

$

31,357

 

 

Marsh & McLennan Companies, Inc.
Consolidated Statements of Cash Flows
(Millions) (Unaudited)

 

 

Six Months Ended
June 30,

 

2020

 

2019

Operating cash flows:

 

 

 

Net income before non-controlling interests

$

1,347

 

 

$

1,071

 

Adjustments to reconcile net income to cash provided by operations:

 

 

 

Depreciation and Amortization

362

 

 

310

 

Non cash lease expense

165

 

 

151

 

Charge for early extinguishment of debt

 

 

32

 

Share-based compensation expense

147

 

 

117

 

Change in fair value of acquisition-related derivative contracts and other

15

 

 

89

 

 

 

 

 

Changes in Assets and Liabilities:

 

 

 

Accrued compensation and employee benefits

(848

)

 

(670

)

Net receivables

(389

)

 

(437

)

Other changes to assets and liabilities

114

 

 

34

 

Contributions to pension & other benefit plans in excess of current year expense/credit

(165

)

 

(172

)

Operating lease liabilities

(164

)

 

(155

)

Effect of exchange rate changes

(6

)

 

(129

)

Net cash provided by operations

578

 

 

241

 

Financing cash flows:

 

 

 

Purchase of treasury shares

 

 

(100

)

Net borrowings from term-loan and credit facilities

1,000

 

 

300

 

Net increase in commercial paper

 

 

549

 

Proceeds from issuance of debt

737

 

 

6,459

 

Repayments of debt

(507

)

 

(457

)

Payments for early extinguishment of debt

 

 

(585

)

Acquisition-related derivative payments

 

 

(337

)

Net issuance of common stock from treasury shares

(49

)

 

21

 

Net distributions of non-controlling interests and deferred/contingent consideration

(94

)

 

(104

)

Dividends paid

(466

)

 

(422

)

Net cash provided by financing activities

621

 

 

5,324

 

Investing cash flows:

 

 

 

Capital expenditures

(200

)

 

(161

)

Net sales of long-term investments and other

105

 

 

66

 

Dispositions

93

 

 

165

 

Acquisitions

(562

)

 

(5,500

)

Net cash used for investing activities

(564

)

 

(5,430

)

Effect of exchange rate changes on cash and cash equivalents

(79

)

 

93

 

Increase in cash and cash equivalents

556

 

 

228

 

Cash and cash equivalents at beginning of period

1,155

 

 

1,066

 

Cash and cash equivalents at end of period

$

1,711

 

 

$

1,294

 

 

Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures - 2019 Revenue Including JLT
Six Months Ended June 30, 2019
(Millions) (Unaudited)

On April 1, 2019, the Company completed its previously announced acquisition of Jardine Lloyd Thompson Group, plc. JLT's results of operations for the three and six month periods ended June 30, 2020 are included in the Company’s results of operations for 2020. The Company's prior period 2019 results of operations do not include JLT’s results for the three months ended March 31, 2019. Prior to being acquired by the Company, JLT operated in three segments, Specialty, Reinsurance and Employee Benefits. As of April 1, 2019, the historical JLT businesses were combined into MMC operations as follows: JLT Specialty was included by geography within Marsh, JLT Reinsurance was included within Guy Carpenter and the majority of the JLT Employee Benefits business was included in Mercer Health and Wealth.

The JLT Transaction had a significant impact on the Company’s results of operations in 2019. The Company believes that in addition to the change in reported GAAP revenue, a comparison of 2020 revenue to the combined 2019 revenue of MMC and JLT would provide investors useful information about the year-over-year results.

The table below sets forth revenue information as if the companies were combined on January 1, 2019. Consolidated revenue in 2019 for the six months ended June 30, 2019 "MMC as previously reported" does not include JLT revenue for the period from January 1 to March 31, 2019. The "2019 Including JLT" revenue information set forth in the table below presents revenue information as if the companies were combined on January 1, 2019 and is not necessarily indicative of what the results would have been had we operated the business since January 1, 2019.

The MMC revenue amounts are as previously reported by the Company in its quarterly filings on Form 10-Q for the applicable periods. JLT 2019 revenue information is derived using the same policies and adjustments as the "JLT Supplemental Information - Revenue Analysis" furnished to the SEC on June 6, 2019 on Form 8-K, and includes the revenue from JLT’s aerospace business.

 

Six Months Ended
June 30, 2019

MMC As Previously Reported

 

Risk & Insurance Services

 

Marsh

$

3,893

 

Guy Carpenter

1,055

 

Subtotal

4,948

 

Fiduciary Interest Income

49

 

Total Risk & Insurance Services

4,997

 

Consulting

 

Mercer

2,415

 

Oliver Wyman

1,058

 

Total Consulting

3,473

 

Corporate/Eliminations

(50

)

Total Revenue

$

8,420

 

 

 

JLT 2019

 

Specialty (Marsh)

$

232

 

Reinsurance (Guy Carpenter)

117

 

Employee Benefits (Mercer)

74

 

Subtotal

423

 

Fiduciary Interest Income

5

 

Total Revenue

$

428

 

 

 

2019 Including JLT

 

Marsh

$

4,125

 

Guy Carpenter

1,172

 

Subtotal

5,297

 

Fiduciary Interest Income

54

 

Total Risk & Insurance Services

5,351

 

Consulting

 

Mercer

2,489

 

Oliver Wyman

1,058

 

Total Consulting

3,547

 

Corporate/Eliminations

(50

)

Total Revenue Including JLT

$

8,848

 

 

Media:
Erick R. Gustafson
Marsh & McLennan Companies
+1 202 263 7788
mailto:erick.gustafson@mmc.com

Investors:
Sarah DeWitt
Marsh & McLennan Companies
+1 212 345 6750
mailto:sarah.dewitt@mmc.com

Source: Marsh & McLennan Companies, Inc.

Media:
Erick R. Gustafson
Marsh & McLennan Companies
+1 202 263 7788
mailto:erick.gustafson@mmc.com

Investors:
Sarah DeWitt
Marsh & McLennan Companies
+1 212 345 6750
mailto:sarah.dewitt@mmc.com