Acquisitions

The Company completed two acquisitions during the first six months of 2013.

During June 2013, Marsh acquired Rehder y Asociados Group, a leading insurance adviser in Peru. The business includes the insurance broker Rehder y Asociados and employee health and benefits specialist, Humanasalud. Marsh also completed the acquisitions of Franco & Acra Tecniseguros, the leading insurance advisor in the Dominican Republic.

Total purchase consideration for acquisitions made during the six months of 2013 was $109 million, which consisted of cash paid of $95 million and deferred purchase and estimated contingent consideration of $14 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $3 million of deferred purchase consideration and $5 million of contingent consideration related to acquisitions made in prior years.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2013 based on their fair values:



For the Six Months Ended June 30, 2013
(Amounts in millions)
Cash	$	95
Estimated fair value of deferred/contingent consideration	14
Total Consideration	$	109
Allocation of purchase price:
Cash and cash equivalents	$	7
Accounts receivable, net	7
Property, plant, and equipment	4
Intangible assets	51
Goodwill	62
Other assets	2
Total assets acquired	133
Current liabilities	10
Other liabilities	14
Total liabilities assumed	24
Net assets acquired	$	109

Prior Year Acquisitions

During 2012, Marsh completed the following twelve acquisitions:


•	January - Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and insurance broking operations in Botswana and Namibia to expand Marsh's presence in Africa. Marsh subsequently completed the acquisitions of the Alexander Forbes operations in Uganda, Malawi and Zambia.


•	March - Marsh & McLennan Agency business ("MMA") acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Marsh acquired Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerage services to U.S. subsidiaries of Japanese companies.


•	June - MMA acquired Progressive Benefits Solutions, an employee benefits agency based in North Carolina, and Security Insurance Services, Inc., a Wisconsin-based insurance agency which offers property/casualty and employee benefits products and services to individuals and businesses.


•	August - MMA acquired Rosenfeld-Einstein, a South Carolina-based employee benefits service provider, and Eidson Insurance, a property/casualty and employee benefits services firm located in Florida.


•	October - MMA acquired Howalt+McDowell, a South Dakota-based agency which offers property casualty, surety, personal protection and employee benefits insurance to individuals and businesses, and The Protector Group Insurance Agency, a Massachusetts-based agency which provides property casualty, employee benefits services, personal insurance and individual financial services.


•	November - MMA acquired Brower Insurance, an Ohio-based company providing employee benefits, property/casualty and consulting services.


•	December - MMA acquired McGraw Wentworth, a Michigan-based company providing consulting services to mid-sized organizations, and Liscomb Hood Mason, a Minnesota-based company providing property/casualty and employee benefits products and services.

The MMA acquisitions were made to expand Marsh's presence in the U.S. middle-market business.

During 2012, Mercer completed the following three acquisitions:


•	February - Mercer acquired the remaining 49% of Yokogawa-ORC, a global mobility firm based in Japan, which was previously accounted for under the equity method, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm.


•	March - Mercer acquired REPCA, a France-based broking and advisory firm for employer health and benefits plans.

Total purchase consideration for acquisitions made during the first six months of 2012 was $183 million which consisted of cash paid of $103 million and estimated contingent consideration of $18 million, and cash held in escrow of $62 million that was released in the first quarter of 2013. The Company also paid $61 million of deferred purchase and contingent consideration related to acquisitions made in prior years.

Pending Acquisitions

Subsequent to June 30, 2013, Oliver Wyman made an acquisition for an aggregate purchase price of approximately $30 million and given the timing of this transaction, the initial accounting for the business combination is not yet complete.

Pro-Forma Information

The Company made two acquisitions during the second quarter of 2013. The actual 2013 results do not include any revenue or operating income from these acquisitions due to their timing. The Company does not believe its acquisitions have been material in the aggregate. The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during the first six months of 2013 and 2012. In accordance with accounting guidance related to pro-forma disclosure, the information presented for 2013 acquisitions is as if they occurred on January 1, 2012 and reflects acquisitions made in 2012 as if they occured on January 1, 2011. The pro-forma information adjusts for the effects of amortization of acquired intangibles. 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 June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2013		2012		2013		2012
Revenue	$	3,099	$	3,061	$	6,237	$	6,153
Income from continuing operations	$	404	$	344	$	817	$	701
Net income attributable to the Company	$	391	$	334	$	806	$	684
Basic net income per share:
– Continuing operations	$	0.72	$	0.62	$	1.45	$	1.26
– Net income attributable to the Company	$	0.71	$	0.61	$	1.47	$	1.25
Diluted net income per share:
– Continuing operations	$	0.71	$	0.61	$	1.43	$	1.24
– Net income attributable to the Company	$	0.70	$	0.60	$	1.44	$	1.24