Marsh & McLennan Reports Third Quarter 2020 Results

Nachrichtenquelle: Business Wire (engl.)
29.10.2020, 12:00  |  151   |   |   

Marsh & McLennan Companies, Inc. (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the third quarter ended September 30, 2020.

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

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

Consolidated Results

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

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

Risk & Insurance Services

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

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

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

Consulting

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

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

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

Conference Call

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

About Marsh & McLennan Companies

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

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

 

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

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2020

 

2019

 

2020

 

2019

Revenue

 

$

3,968

 

 

$

3,968

 

 

$

12,808

 

 

$

12,388

 

Expense:

 

 

 

 

 

 

 

 

Compensation and Benefits

 

2,495

 

 

2,437

 

 

7,479

 

 

7,256

 

Other Operating Expenses

 

933

 

 

1,064

 

 

2,834

 

 

3,047

 

Operating Expenses

 

3,428

 

 

3,501

 

 

10,313

 

 

10,303

 

Operating Income

 

540

 

 

467

 

 

2,495

 

 

2,085

 

Other Net Benefit Credits

 

60

 

 

69

 

 

187

 

 

203

 

Interest Income

 

1

 

 

4

 

 

5

 

 

34

 

Interest Expense

 

(128

)

 

(133

)

 

(387

)

 

(394

)

Cost of Early Extinguishment of Debt

 

 

 

 

 

 

 

(32

)

Investment (Loss) Income

 

(14

)

 

7

 

 

(47

)

 

20

 

Acquisition Related Derivative Contracts

 

 

 

 

 

 

 

(8

)

Income Before Income Taxes

 

459

 

 

414

 

 

2,253

 

 

1,908

 

Income Tax Expense

 

139

 

 

108

 

 

586

 

 

531

 

Net Income Before Non-Controlling Interests

 

320

 

 

306

 

 

1,667

 

 

1,377

 

Less: Net Income Attributable to Non-Controlling Interests

 

4

 

 

3

 

 

25

 

 

26

 

Net Income Attributable to the Company

 

$

316

 

 

$

303

 

 

$

1,642

 

 

$

1,351

 

Net Income Per Share Attributable to the Company:

 

 

 

 

 

 

 

 

- Basic

 

$

0.62

 

 

$

0.60

 

 

$

3.25

 

 

$

2.67

 

- Diluted

 

$

0.62

 

 

$

0.59

 

 

$

3.21

 

 

$

2.64

 

Average Number of Shares Outstanding

 

 

 

 

 

 

 

 

- Basic

 

507

 

 

506

 

 

506

 

 

506

 

- Diluted

 

512

 

 

511

 

 

511

 

 

511

 

Shares Outstanding at September 30

 

507

 

 

505

 

 

507

 

 

505

 

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

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

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

 

 

 

 

 

 

 

Components of Revenue Change*

 

 

Three Months Ended
September 30,

 

% Change
GAAP
Revenue

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

Marsh

 

$

2,009

 

 

$

1,902

 

 

6

%

 

 

 

3

%

 

3

%

Guy Carpenter

 

274

 

 

273

 

 

 

 

 

 

1

%

 

 

Subtotal

 

2,283

 

 

2,175

 

 

5

%

 

 

 

2

%

 

3

%

Fiduciary Interest Income

 

8

 

 

31

 

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

2,291

 

 

2,206

 

 

4

%

 

 

 

2

%

 

2

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

1,216

 

 

1,280

 

 

(5)

%

 

1

%

 

(2)

%

 

(3)

%

Oliver Wyman

 

480

 

 

505

 

 

(5)

%

 

1

%

 

 

 

(6)

%

Total Consulting

 

1,696

 

 

1,785

 

 

(5)

%

 

1

%

 

(2)

%

 

(4)

%

Corporate/Eliminations

 

(19

)

 

(23

)

 

 

 

 

 

 

 

 

Total Revenue

 

$

3,968

 

 

$

3,968

 

 

 

 

 

 

1

%

 

(1)

%

Revenue Details

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

 

 

 

 

 

 

 

Components of Revenue Change*

 

 

Three Months Ended
September 30,

 

% Change
GAAP
Revenue

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

536

 

$

536

 

 

 

1

%

 

(1)

%

 

 

Asia Pacific

 

254

 

242

 

5

%

 

1

%

 

1

%

 

4

%

Latin America

 

93

 

110

 

(15)

%

 

(12)

%

 

(5)

%

 

2

%

Total International

 

883

 

888

 

 

 

(1)

%

 

(1)

%

 

2

%

U.S./Canada

 

1,126

 

1,014

 

11

%

 

 

 

6

%

 

5

%

Total Marsh

 

$

2,009

 

$

1,902

 

6

%

 

 

 

3

%

 

3

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

566

 

592

 

(4)

%

 

2

%

 

(3)

%

 

(3)

%

Health

 

430

 

441

 

(3)

%

 

 

 

(3)

%

 

 

Career

 

220

 

247

 

(11)

%

 

 

 

 

 

(11)

%

Total Mercer

 

$

1,216

 

$

1,280

 

(5)

%

 

1

%

 

(2)

%

 

(3)

%

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

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

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

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

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change
Including JLT*

 

 

Nine Months Ended
September 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

 

$

6,231

 

 

$

5,795

 

 

8

%

$

6,027

 

 

3

%

 

(1)

%

 

2

%

 

3

%

Guy Carpenter

 

1,534

 

 

1,328

 

 

15

%

1,446

 

 

6

%

 

 

 

 

 

6

%

Subtotal

 

7,765

 

 

7,123

 

 

9

%

7,473

 

 

4

%

 

(1)

%

 

1

%

 

4

%

Fiduciary Interest Income

 

40

 

 

80

 

 

 

85

 

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

7,805

 

 

7,203

 

 

8

%

7,558

 

 

3

%

 

(1)

%

 

1

%

 

3

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

3,616

 

 

3,695

 

 

(2)

%

3,769

 

 

(4)

%

 

(1)

%

 

(2)

%

 

(1)

%

Oliver Wyman

 

1,458

 

 

1,563

 

 

(7)

%

1,563

 

 

(7)

%

 

 

 

 

 

(6)

%

Total Consulting

 

5,074

 

 

5,258

 

 

(4)

%

5,332

 

 

(5)

%

 

(1)

%

 

(2)

%

 

(2)

%

Corporate/Eliminations

 

(71

)

 

(73

)

 

 

(73

)

 

 

 

 

 

 

 

 

Total Revenue

 

$

12,808

 

 

$

12,388

 

 

3

%

$

12,817

 

 

 

 

(1)

%

 

 

 

1

%

Revenue Details

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

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change
Including JLT*

 

 

Nine Months Ended
September 30,

 

%
Change
GAAP
Revenue

 

2019
Including
JLT

 

% Change
Including
JLT in
2019

 

Currency
Impact

 

Acquisitions/
Dispositions/
Other Impact

 

Underlying
Revenue

 

 

2020

 

2019

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

1,887

 

$

1,821

 

4

%

 

$

1,928

 

(2)

%

 

(1)

%

 

(1)

%

 

1

%

Asia Pacific

 

790

 

698

 

13

%

 

764

 

3

%

 

(1)

%

 

 

 

4

%

Latin America

 

283

 

304

 

(7)

%

 

326

 

(13)

%

 

(12)

%

 

(4)

%

 

3

%

Total International

 

2,960

 

2,823

 

5

%

 

3,018

 

(2)

%

 

(2)

%

 

(1)

%

 

2

%

U.S./Canada

 

3,271

 

2,972

 

10

%

 

3,009

 

9

%

 

 

 

5

%

 

4

%

Total Marsh

 

$

6,231

 

$

5,795

 

8

%

 

$

6,027

 

3

%

 

(1)

%

 

2

%

 

3

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

1,719

 

1,748

 

(2)

%

 

1,803

 

(5)

%

 

(1)

%

 

(3)

%

 

(1)

%

Health

 

1,348

 

1,341

 

1

%

 

1,360

 

(1)

%

 

(1)

%

 

(3)

%

 

3

%

Career

 

549

 

606

 

(9)

%

 

606

 

(9)

%

 

(1)

%

 

 

 

(9)

%

Total Mercer

 

$

3,616

 

$

3,695

 

(2)

%

 

$

3,769

 

(4)

%

 

(1)

%

 

(2)

%

 

(1)

%

 

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

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

Overview

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

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

Adjusted Operating Income (Loss) and Adjusted Operating Margin

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

 

 

Risk & Insurance
Services

 

Consulting

 

Corporate/
Eliminations

 

Total

Three Months Ended September 30, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

333

 

 

$

278

 

 

$

(71

)

 

$

540

 

Operating margin

 

14.5

%

 

16.4

%

 

N/A

 

 

13.6

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

 

11

 

 

12

 

 

23

 

Changes in contingent consideration (b)

 

15

 

 

1

 

 

 

 

16

 

JLT integration and restructuring costs (c)

 

25

 

 

14

 

 

5

 

 

44

 

JLT acquisition-related costs (d)

 

15

 

 

1

 

 

(1

)

 

15

 

Other

 

 

 

1

 

 

(1

)

 

 

Operating income adjustments

 

55

 

 

28

 

 

15

 

 

98

 

Adjusted operating income (loss)

 

$

388

 

 

$

306

 

 

$

(56

)

 

$

638

 

Total identified intangible amortization expense

 

$

75

 

 

$

16

 

 

$

 

 

$

91

 

Adjusted operating margin

 

20.2

%

 

18.9

%

 

N/A

 

 

18.4

%

 

 

 

 

 

 

 

 

 

As Reported Results

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2019

 

 

 

 

 

 

 

 

Operating income (loss), as reported

 

$

218

 

 

$

317

 

 

$

(68

)

 

$

467

 

Operating margin

 

9.9

%

 

17.7

%

 

N/A

 

 

11.8

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

 

10

 

 

2

 

 

12

 

Changes in contingent consideration (b)

 

5

 

 

1

 

 

 

 

6

 

JLT integration and restructuring costs (c)

 

58

 

 

5

 

 

14

 

 

77

 

JLT acquisition-related costs (d)

 

16

 

 

1

 

 

4

 

 

21

 

Disposal of businesses (e)

 

13

 

 

(14

)

 

 

 

(1

)

Other

 

3

 

 

 

 

 

 

3

 

Operating income adjustments

 

95

 

 

3

 

 

20

 

 

118

 

Adjusted operating income (loss)

 

$

313

 

 

$

320

 

 

$

(48

)

 

$

585

 

Total identified intangible amortization expense

 

$

73

 

 

$

11

 

 

$

 

 

$

84

 

Adjusted operating margin

 

17.4

%

 

18.7

%

 

N/A

 

 

16.9

%

 

 

 

 

 

 

 

 

 

(a) Corporate charges in 2020 primarily reflect restructuring costs related to the Company's corporate led initiatives. Consulting charges in both 2020 and 2019 reflect severance related to the Mercer restructuring program.

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

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

(d) Reflects retention costs in both 2020 and 2019 and legal fees related to the closing of the JLT Transaction in 2019.

(e) Reflects the loss on the sale in 2019 of a U.S. Specialty business at Marsh and a gain on the sale of Mercer's stand-alone U.S. large market health and defined benefit administration business, which are both included in revenue. These amounts are removed from GAAP revenue in the calculation of adjusted operating income.

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

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

 

 

 

 

 

 

 

 

 

 

 

Risk & Insurance
Services

 

Consulting

 

Corporate/
Eliminations

 

Total

Nine Months Ended September 30, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

1,883

 

 

$

815

 

 

$

(203

)

 

$

2,495

 

Operating margin

 

24.1

%

 

16.1

%

 

N/A

 

 

19.5

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

2

 

 

17

 

 

24

 

 

43

 

Changes in contingent consideration (b)

 

22

 

 

(2

)

 

2

 

 

22

 

JLT integration and restructuring costs (c)

 

125

 

 

31

 

 

25

 

 

181

 

JLT acquisition-related costs (d)

 

39

 

 

2

 

 

 

 

41

 

Disposal of businesses (e)

 

6

 

 

(4

)

 

 

 

2

 

Other

 

5

 

 

1

 

 

(1

)

 

5

 

Operating income adjustments

 

199

 

 

45

 

 

50

 

 

294

 

Adjusted operating income (loss)

 

$

2,082

 

 

$

860

 

 

$

(153

)

 

$

2,789

 

Total identified intangible amortization expense

 

$

222

 

 

$

43

 

 

$

 

 

$

265

 

Adjusted operating margin

 

29.5

%

 

17.8

%

 

N/A

 

 

23.8

%

 

 

 

 

 

 

 

 

 

As Reported Results

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2019

 

 

 

 

 

 

 

 

Operating income (loss), as reported

 

$

1,468

 

 

$

874

 

 

$

(257

)

 

$

2,085

 

Operating margin

 

20.4

%

 

16.6

%

 

N/A

 

 

16.8

%

Add (Deduct) impact of Noteworthy Items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

6

 

 

43

 

 

7

 

 

56

 

Changes in contingent consideration (b)

 

24

 

 

2

 

 

 

 

26

 

JLT integration and restructuring costs (c)

 

134

 

 

10

 

 

48

 

 

192

 

JLT acquisition-related costs (d)

 

81

 

 

1

 

 

51

 

 

133

 

Disposal of business (f)

 

13

 

 

(14

)

 

 

 

(1

)

Other

 

3

 

 

 

 

1

 

 

4

 

Operating income adjustments

 

261

 

 

42

 

 

107

 

 

410

 

Adjusted operating income (loss)

 

$

1,729

 

 

$

916

 

 

$

(150

)

 

$

2,495

 

Total identified intangible amortization expense

 

$

194

 

 

$

41

 

 

$

 

 

$

235

 

Adjusted operating margin

 

26.6

%

 

18.3

%

 

N/A

 

 

22.0

%

(a) Corporate charges in 2020 reflect restructuring and consulting costs related to the Company's corporate led initiatives, including adjustments to restructuring liabilities for future rent under non-cancellable leases. Risk & Insurance Services reflects severance and related charges from non-JLT merger integration costs. Consulting reflects severance related to the Mercer restructuring program.

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

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

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

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

(f) Reflects the loss on the sale in 2019 of a U.S. Specialty business at Marsh and a gain on the sale of Mercer's stand-alone U.S. large market health and defined benefit administration business, which are both included in revenue. These amounts are removed from GAAP revenue in the calculation of adjusted operating income.

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

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30, 2020

 

Three Months Ended
September 30, 2019

 

Amount

 

Adjusted EPS

 

Amount

 

Adjusted EPS

Net income before non-controlling interests, as reported

 

 

$

320

 

 

 

 

 

$

306

 

 

Less: Non-controlling interest, net of tax

 

 

4

 

 

 

 

 

3

 

 

Subtotal

 

 

$

316

 

$

0.62

 

 

 

$

303

 

$

0.59

Operating income adjustments

$

98

 

 

 

 

 

 

$

118

 

 

 

 

 

Investments adjustment (a)

16

 

 

 

 

 

 

(4

)

 

 

 

 

Pension settlement adjustment

 

 

 

 

 

 

(2

)

 

 

 

 

Impact of income taxes on above items

(12

)

 

 

 

 

 

(23

)

 

 

 

 

 

 

 

102

 

0.20

 

 

 

89

 

0.18

Adjusted income, net of tax

 

 

$

418

 

$

0.82

 

 

 

$

392

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30, 2020

 

Nine Months Ended
September 30, 2019

 

Amount

 

Adjusted EPS

 

Amount

 

Adjusted EPS

Net income before non-controlling interests, as reported

 

 

$

1,667

 

 

 

 

 

$

1,377

 

 

Less: Non-controlling interest, net of tax

 

 

25

 

 

 

 

 

26

 

 

Subtotal

 

 

$

1,642

 

$

3.21

 

 

 

$

1,351

 

$

2.64

Operating income adjustments

$

294

 

 

 

 

 

 

$

410

 

 

 

 

 

Investments adjustment (a)

42

 

 

 

 

 

 

(10

)

 

 

 

 

Pension settlement adjustment

 

 

 

 

 

 

(2

)

 

 

 

 

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

 

 

 

 

 

 

8

 

 

 

 

 

Financing costs (c)

 

 

 

 

 

 

53

 

 

 

 

 

Interest on funds held in escrow (d)

 

 

 

 

 

 

(25

)

 

 

 

 

Early extinguishment of debt

 

 

 

 

 

 

32

 

 

 

 

 

Impact of income taxes on above items

(50

)

 

 

 

 

 

(45

)

 

 

 

 

 

 

 

286

 

0.56

 

 

 

421

 

0.83

Adjusted income, net of tax

 

 

$

1,928

 

$

3.77

 

 

 

$

1,772

 

$

3.47

 

 

 

 

 

 

 

 

 

 

 

 

(a) The Company recorded mark-to-market losses of $1 million and gains of $4 million for the three month periods ended September 30, 2020 and September 30, 2019, respectively, and losses of $4 million and gains of $10 million for the nine month periods ended September 30, 2020 and September 30, 2019, respectively, which are included in investment (loss) income in the consolidated statements of income.

During the second quarter of 2020, the Company sold a portion of its investment in Alexander Forbes ("AF"). The Company no longer accounts for this investment under the equity method, and records the change in fair value in each subsequent period as an investment gain or loss in the consolidated statement of income. The Company recorded a loss of $15 million in the third quarter of 2020 related to the change in the market value of AF from June 30, 2020. The nine month period ended September 30, 2020 also reflects a loss of $23 million on the portion of AF sold in the second quarter of 2020.

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

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

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

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

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2020

 

2019

 

2020

 

2019

Consolidated

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

2,495

 

$

2,437

 

$

7,479

 

$

7,256

Other Operating Expenses

 

933

 

1,064

 

2,834

 

3,047

Total Expenses

 

$

3,428

 

$

3,501

 

$

10,313

 

$

10,303

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

94

 

$

85

 

$

282

 

$

245

Identified intangible amortization expense

 

91

 

84

 

265

 

235

Total

 

$

185

 

$

169

 

$

547

 

$

480

 

 

 

 

 

 

 

 

 

Stock option expense

 

$

4

 

$

4

 

$

25

 

$

23

 

 

 

 

 

 

 

 

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

1,400

 

$

1,373

 

$

4,234

 

$

4,012

Other Operating Expenses

 

558

 

615

 

1,688

 

1,723

Total Expenses

 

$

1,958

 

$

1,988

 

$

5,922

 

$

5,735

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

49

 

$

43

 

$

146

 

$

114

Identified intangible amortization expense

 

75

 

73

 

222

 

194

Total

 

$

124

 

$

116

 

$

368

 

$

308

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

980

 

$

967

 

$

2,911

 

$

2,932

Other Operating Expenses

 

438

 

501

 

1,348

 

1,452

Total Expenses

 

$

1,418

 

$

1,468

 

$

4,259

 

$

4,384

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

29

 

$

24

 

$

86

 

$

75

Identified intangible amortization expense

 

16

 

11

 

43

 

41

Total

 

$

45

 

$

35

 

$

129

 

$

116

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

 

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

 

 

 

(Unaudited)
September 30,
2020

 

December 31,
2019

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

2,388

 

 

$

1,155

 

Net receivables

 

5,236

 

 

5,236

 

Other current assets

 

688

 

 

677

 

Total current assets

 

8,312

 

 

7,068

 

 

 

 

 

 

Goodwill and intangible assets

 

17,745

 

 

17,445

 

Fixed assets, net

 

864

 

 

858

 

Pension related assets

 

1,825

 

 

1,632

 

Right of use assets

 

1,884

 

 

1,921

 

Deferred tax assets

 

623

 

 

676

 

Other assets

 

1,505

 

 

1,757

 

TOTAL ASSETS

 

$

32,758

 

 

$

31,357

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Short-term debt

 

$

1,216

 

 

$

1,215

 

Accounts payable and accrued liabilities

 

2,662

 

 

2,746

 

Accrued compensation and employee benefits

 

1,762

 

 

2,197

 

Current lease liabilities

 

335

 

 

342

 

Accrued income taxes

 

318

 

 

179

 

Dividends payable

 

237

 

 

 

Total current liabilities

 

6,530

 

 

6,679

 

 

 

 

 

 

Fiduciary liabilities

 

8,765

 

 

7,344

 

Less - cash and investments held in a fiduciary capacity

 

(8,765

)

 

(7,344

)

 

 

 

 

 

Long-term debt

 

11,532

 

 

10,741

 

Pension, post-retirement and post-employment benefits

 

2,163

 

 

2,336

 

Long-term lease liabilities

 

1,902

 

 

1,926

 

Liabilities for errors and omissions

 

352

 

 

335

 

Other liabilities

 

1,450

 

 

1,397

 

 

 

 

 

 

Total equity

 

8,829

 

 

7,943

 

TOTAL LIABILITIES AND EQUITY

 

$

32,758

 

 

$

31,357

 

 

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

 

 

Nine Months Ended September 30,

 

2020

 

2019

Operating cash flows:

 

 

 

Net income before non-controlling interests

$

1,667

 

 

$

1,377

 

Adjustments to reconcile net income to cash provided by operations:

 

 

 

Depreciation and amortization

547

 

 

480

 

Non cash lease expense

241

 

 

236

 

Charge for early extinguishment of debt

 

 

32

 

Share-based compensation expense

219

 

 

184

 

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

48

 

 

110

 

 

 

 

 

Changes in Assets and Liabilities:

 

 

 

Accrued compensation and employee benefits

(431

)

 

(281

)

Net receivables

77

 

 

(84

)

Other changes to assets and liabilities

58

 

 

(184

)

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

(240

)

 

(269

)

Operating lease liabilities

(254

)

 

(240

)

Effect of exchange rate changes

67

 

 

(70

)

Net cash provided by operations

1,999

 

 

1,291

 

Financing cash flows:

 

 

 

Purchase of treasury shares

 

 

(300

)

Net borrowings from term-loan and credit facilities

1,000

 

 

300

 

Net increase in commercial paper

 

 

325

 

Proceeds from issuance of debt

737

 

 

6,459

 

Repayments of debt

(1,011

)

 

(760

)

Payments for early extinguishment of debt

 

 

(585

)

Acquisition-related derivative payments

 

 

(337

)

Net issuance of common stock from treasury shares

(33

)

 

43

 

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

(154

)

 

(153

)

Dividends paid

(702

)

 

(655

)

Net cash provided by financing activities

(163

)

 

4,337

 

Investing cash flows:

 

 

 

Capital expenditures

(278

)

 

(284

)

Net sales of long-term investments and other

98

 

 

55

 

Dispositions

93

 

 

225

 

Acquisitions

(559

)

 

(5,500

)

Net cash used for investing activities

(646

)

 

(5,504

)

Effect of exchange rate changes on cash and cash equivalents

43

 

 

23

 

Increase in cash and cash equivalents

1,233

 

 

147

 

Cash and cash equivalents at beginning of period

1,155

 

 

1,066

 

Cash and cash equivalents at end of period

$

2,388

 

 

$

1,213

 

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

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

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

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

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

 

 

Nine Months Ended
September 30, 2019

MMC As Previously Reported

 

Risk & Insurance Services

 

Marsh

$

5,795

 

Guy Carpenter

1,328

 

Subtotal

7,123

 

Fiduciary Interest Income

80

 

Total Risk & Insurance Services

7,203

 

Consulting

 

Mercer

3,695

 

Oliver Wyman

1,563

 

Total Consulting

5,258

 

Corporate/Eliminations

(73

)

Total Revenue

$

12,388

 

 

 

JLT 2019

 

Specialty (Marsh)

$

232

 

Reinsurance (Guy Carpenter)

118

 

Employee Benefits (Mercer)

74

 

Subtotal

424

 

Fiduciary Interest Income

5

 

Total Revenue

$

429

 

 

 

2019 Including JLT

 

Marsh

$

6,027

 

Guy Carpenter

1,446

 

Subtotal

7,473

 

Fiduciary Interest Income

85

 

Total Risk & Insurance Services

7,558

 

Consulting

 

Mercer

3,769

 

Oliver Wyman

1,563

 

Total Consulting

5,332

 

Corporate/Eliminations

(73

)

Total Revenue Including JLT

$

12,817

 

 

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Disclaimer

Marsh & McLennan Reports Third Quarter 2020 Results Marsh & McLennan Companies, Inc. (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the third quarter ended September 30, 2020. Dan Glaser, President and CEO, …

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